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SEVN on Nasdaq

Seven Hills Realty Trust

American real estate investment trust based in Baltimore, active since 20172

In its 2026 annual report the company says: “Seven Hills Realty Trust is a Maryland REIT that focuses primarily on originating and investing in floating rate first mortgage loans that range from $15.0 million to $75.0 million, secured by middle market transitional CRE properties that have values up to $100.0 million. We define transitional CRE as commercial properties subject to redevelopment or repositioning activities that are expected to increase the value of the properties.”5 Its shares trade on Nasdaq under the symbol SEVN.2

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Last updated Oct 21, 2026.

Overview

Compare with FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC., Franklin BSP Realty Trust, Inc. or Cedar Realty Trust, or pick any stock.

  • TickerSEVN on Nasdaq2
  • IndustryReal Estate Investment Trusts2
  • HeadquartersBaltimore, United States2
  • Incorporated inMD3
  • Business addressTwo Newton Place, 255 Washington Street, Suite 300, Newton, Ma 024583
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formTrust2
  • Kind of organizationFund2
  • LEI549300ESBDZ3SA3OEX382
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o CSC-Lawyers Incorporating Service Company, 7 Saint Paul Street, Suite 820, 21202 Baltimore, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), B179336562

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Our Company. Seven Hills Realty Trust is a Maryland REIT that focuses primarily on originating and investing in floating rate first mortgage loans that range from $15.0 million to $75.0 million, secured by middle market transitional CRE properties that have values up to $100.0 million. We define transitional CRE as commercial properties subject to redevelopment or repositioning activities that are expected to increase the value of the properties.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

52.5%Net margin6
-16.7%Revenue growth, 20256
4.7%Return on equity6

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs47¢$13.9M
  • Income tax0¢$14.0K
  • Profit53¢$15.4M

Out of $29.4M in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid98¢$18.8M
  • Share buybacks2¢$383.0K

Out of $15.0M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue786$29.4M in 2025−23% since 2022
0$10.0M$20.0M$30.0M$40.0M2022: $38.4M$38.4M20222023: $38.2M$38.2M2023−0%2024: $35.3M$35.3M2024−8%2025: $29.4M$29.4M2025−17%
Net income9786$15.4M in 2025−37% since 2021
0$10.0M$20.0M$30.0M2021: $24.6M$24.6M20212022: $27.6M$27.6M2022+12%2023: $26.0M$26.0M2023−6%2024: $17.8M$17.8M2024−31%2025: $15.4M$15.4M2025−13%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Interest and related income$56.3M$64.8M
Less: interest and related expenses-$29.5M-$31.8M
Income from loan investments, net$26.9M$33.0M
Revenue from real estate owned$2.5M$2.3M
Total revenue$29.4M$35.3M
Base management fees$4.4M$4.3M
Incentive fees$625.0K$974.0K
General and administrative expenses$4.4M$3.9M
Reimbursement of shared services expenses$2.0M$2.6M
Provision for credit losses$203.0K$3.1M
Expenses from real estate owned$2.3M$2.5M
Total other expenses$13.9M$17.4M
Income before income taxes$15.4M$17.9M
Income tax expense-$14.0K-$33.0K
Net income$15.4M$17.8M
Weighted average common shares outstanding- basic (in shares)15.2M shares14.7M shares
Weighted average common shares outstanding - diluted (in shares)15.2M shares14.7M shares
Net income per common share, basic (in dollars per share)$1.00$1.20
Net income per common share, diluted (in dollars per share)$1.00$1.20

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Corporate structure

Seven Hills Realty Trust sits at the top of its group. 11 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Seven Hills Realty Trust

  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Seven Hills Realty Trust, latest Jul 31, 2026 (2 filings since Apr 30, 2026)
  • BlackRock Filed SCHEDULE 13G/A on Seven Hills Realty Trust, latest Jul 30, 2026 (5 filings since Oct 22, 2024)
  • Morgan Stanley Filed SCHEDULE 13G/A on Seven Hills Realty Trust, latest May 12, 2026 (2 filings since Nov 8, 2024)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Seven Hills Realty Trust, latest Mar 27, 2026 (3 filings since Nov 4, 2024)
  • Tremont Realty Capital LLC Filed SCHEDULE 13D/A on Seven Hills Realty Trust, latest Dec 8, 2025 (3 filings since May 12, 2022)
  • Diane Portnoy Filed SC 13G/A on Seven Hills Realty Trust, latest May 12, 2022
  • The RMR Group Filed SC 13D on Seven Hills Realty Trust, latest Oct 5, 2021
  • Seven Hills Realty Trust Baltimore, Maryland, United States
    • Floral Vale LLC Subsidiary · Delaware, United States
    • RMRM RTP Lender LLC Subsidiary · Delaware, United States
    • RMTG Lender 2 LLC Subsidiary · Delaware, United States
    • RMTG Lender LLC Subsidiary · Delaware, United States
    • Seven Hills BH Lender LLC Subsidiary · Delaware, United States
    • Seven Hills WF Finance LLC Subsidiary · Delaware, United States
    • Seven Hills WF Lender LLC Subsidiary · Delaware, United States
    • TRMT CB Lender LLC Subsidiary · Delaware, United States
    • TRMT TCB Lender LLC Subsidiary · Delaware, United States
    • TRMT TRS Inc. Subsidiary · Maryland, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Seven Hills Realty Trust reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$123.5M6 Dec 31, 2025$70.8M6 Dec 31, 2024+74.5%
Loans, net of allowance$676.9M6 Dec 31, 2025$601.8M6 Dec 31, 2024+12.5%

Properties, in its own words

Our principal executive and administrative offices are located in leased space at Two Newton Place, 255 Washington Street, Newton, MA 02458-1634. In June 2023, we assumed legal title to an office property located in Yardley, PA through a deed in lieu of foreclosure.

Item 2 of the 10-K filed Feb 18, 2026.5

Leadership

Who has led Seven Hills Realty Trust, and when. Pick a name to see everywhere that person has worked.

President

  1. Adam Portnoy2009–2012
  2. Thomas J. Lorenzini2021–now

Chief financial officer

  1. Mark Lawrence Kleifges2017
  2. Brian E. Donley2019
  3. Gerald Douglas Lanois2021–2022
  4. Tiffany R. Sy2022–2023
  5. Fernando Diaz2023–2024
2010201520202025
Board members and other officers (12)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Floral Vale LLC Delaware4
  • RMRM RTP Lender LLC Delaware4
  • RMTG Lender 2 LLC Delaware4
  • RMTG Lender LLC Delaware4
  • Seven Hills BH Lender LLC Delaware4
  • Seven Hills WF Finance LLC Delaware4
  • Seven Hills WF Lender LLC Delaware4
  • TRMT CB Lender LLC Delaware4
  • TRMT TCB Lender LLC Delaware4
  • TRMT TRS Inc. Maryland4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • RMR Mortgage TrustJul 29, 2020 to Sep 20, 20213
  • RMR Real Estate Income FundJan 23, 2012 to Jul 30, 20203
  • RMR Asia Pacific Real Estate FundJun 17, 2009 to Jan 19, 20123
  • New RMR Asia Pacific Real Estate FundDec 19, 2008 to Jun 4, 20093

Timeline

  1. Oct 5, 20268-K Regulation FD disclosure32
  2. Jul 28, 20268-K Results of operations33
  3. Jun 10, 20268-K Executive or director change; Shareholder vote34
  4. Jun 1, 20268-K Regulation FD disclosure35
  5. Apr 28, 20268-K Results of operations36
  6. Feb 18, 20268-K Results of operations37
  7. Dec 10, 20258-K Other events38
  8. Nov 10, 20258-K Other events39
  9. Oct 30, 20258-K Other events40
  10. Oct 30, 20258-K Other events41
  11. Oct 27, 20258-K Results of operations42
  12. Jul 28, 20258-K Results of operations43
  13. Apr 13, 2017Founded Seven Hills Realty Trust is founded2

Calendar

Coming up

  1. Oct 27, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.29 a share, on Oct 27, 2025.44

When it reported results

  1. Jul 28, 2026Reported quarterly or annual results33
  2. Apr 28, 2026Reported quarterly or annual results36
  3. Feb 18, 2026Reported quarterly or annual results37
  4. Oct 27, 2025Reported quarterly or annual results42
  5. Jul 28, 2025Reported quarterly or annual results43
  6. Apr 28, 2025Reported quarterly or annual results45
  7. Feb 18, 2025Reported quarterly or annual results46
  8. Oct 28, 2024Reported quarterly or annual results47

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

233 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 50 major events, 119 insider forms, 17 large holders, 27 other. The latest 20:

  1. Oct 5, 20268-K EDGAR
  2. Sep 18, 20264 OWNERSHIP DOCUMENT EDGAR
  3. Sep 18, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Sep 18, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Sep 18, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  7. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  9. Sep 14, 20264 OWNERSHIP DOCUMENT EDGAR
  10. Jul 31, 2026SCHEDULE 13G/A EDGAR
  11. Jul 30, 2026SCHEDULE 13G/A EDGAR
  12. Jul 28, 202610-Q EDGAR
  13. Jul 28, 20268-K EDGAR
  14. Jun 10, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Jun 10, 20264 OWNERSHIP DOCUMENT EDGAR
  16. Jun 10, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Jun 10, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Jun 10, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Jun 10, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Jun 10, 20264 OWNERSHIP DOCUMENT EDGAR

The 233 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 10 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 11, 2025RMR GROUP INC.10% ownerBuy2,015,748$8.65$17.4MForm 4
Dec 11, 2025PORTNOY ADAM D.DirectorBuy2,015,748$8.65$17.4MForm 4
May 30, 2025Morea JosephDirectorBuy3,800$11.88$45.1KForm 4
Aug 25, 2023GILMORE BARBARA D.DirectorBuy4,000$10.87$43.5KForm 4
Apr 27, 2023Sy Tiffany RCFO and TreasurerBuy1,000$9.86$9.9KForm 4
Nov 29, 2022Sy Tiffany RCFO and TreasurerBuy1,000$9.53$9.5KForm 4
Nov 29, 2022Lorenzini Thomas J.President and CIOBuy1,000$9.57$9.6KForm 4
May 11, 2022PORTNOY ADAM D.DirectorBuy882,407$9,469,109.52$8.4TForm 4
Nov 16, 2021Jordan Matthew P.DirectorBuy5,000$10.56$52.8KForm 4
Nov 12, 2021Lorenzini Thomas J.President and CIOBuy1,000$10.50$10.5KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Thomas J. Lorenzini$90.0K$100.4K55
2025Matthew C. Brown Chief Financial Officer and Treasurer$80.0K$86.7K55
2025Fernando Diaz$1.2K55
2024President and Chief Investment Officer$55.0K$64.3K55
2024Former Chief Financial Officer and Treasurer$40.0K$43.2K55

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 92. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.2,050,312$17.3M0.0%+434,823
Morgan Stanley889,511$7.5M0.0%−4,030
Vanguard Capital Management LLC875,101$7.4M0.0%−128,240
Geode Capital Management, LLC600,686$5.1M0.0%−26,406
State Street Corp366,873$3.1M0.0%+11,126
Independent Advisor Alliance336,118$2.8M0.1%−40,716
Riverbridge Partners LLC243,649$2.1M0.1%+2,068
Northern Trust Corp189,205$1.6M0.0%+10,728
Goldman Sachs Group Inc180,657$1.5M0.0%+8,733
Hotchkis & Wiley Capital Management LLC163,500$1.4M0.0%+1,300
Vanguard Fiduciary Trust Co150,236$1.3M0.0%+7,668
Vanguard Portfolio Management LLC149,032$1.3M0.0%+21,213
UBS Group AG90,982$767.0K0.0%+34,626
Renaissance Technologies LLC87,034$733.7K0.0%−10,200
Lido Advisors, LLC86,106$725.9K0.0%−36,932
Flat Footed LLC83,043$700.1K0.1%−350,149
Aqr Capital Management LLC77,199$650.8K0.0%+61,218
Qube Research & Technologies Ltd70,028$590.3K0.0%+46,309
Charles Schwab Investment Management Inc69,920$589.4K0.0%+4,783
Cerity Partners LLC60,139$507.0K0.0%+2,878
Bank of New York Mellon Corp55,681$469.4K0.0%+5,298
Nuveen, LLC44,026$371.1K0.0%+7,746
Odyssean, LLC41,973$353.8K0.1%+31,189
Fmr LLC39,765$335.2K0.0%+38,508
Abel Hall, LLC37,849$319.1K0.1%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Seven Hills Realty Trust is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSeven Hills Realty Trust1
  • CIK0001452477
  • Employer ID (EIN)20-46499295
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inMaryland5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business addressTwo Newton Place, 255 Washington Street, Suite 300, Newton, MA 024581
  • Phone617-332-95301
  • Shares outstanding22,596,077 as of Apr 24, 202612
  • Public float$152.8M as of Jun 30, 20255
  • AuditorDeloitte & Touche LLP, Boston, Massachusetts PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceDec 19, 20081
  • Filings689 in all: 4 (153), SC 13G/A (83), 3 (62), 8-K (61), 425 (49), DEFA14A (24), N-CSR (23), N-Q (21)1
    All 70 form types

    DEF 14A (19), 10-Q (17), SC 13G (17), 40-17G (13), CORRESP (12), N-PX (12), NSAR-A (9), NSAR-B (9), SCHEDULE 13G/A (6), 10-K (5), EFFECT (5), ARS (4), NPORT-P (4), PRE 14A (4), 40-8F-2/A (3), 424B3 (3), 8-A12B (3), N-CEN (3), POS EX (3), SC 13D (3), SC 13D/A (3), SC TO-C (3), UPLOAD (3), 40-17G/A (2), 497 (2), 497AD (2), 8-A12B/A (2), CERT (2), N-14 8C (2), N-14 8C/A (2), N-2 (2), N-2/A (2), S-8 (2), SCHEDULE 13D/A (2), 15-12B (1), 25 (1), 25-NSE (1), 25-NSE/A (1), 3/A (1), 4/A (1), 40-8F-2 (1), 424B5 (1), 497J (1), 8-K12B (1), 8F-2 NTC (1), 8F-2 ORDR (1), DEFR14A (1), N-23C-2 (1), N-8A (1), N-8A/A (1), N-CEN/A (1), N-CSR/A (1), N-CSRS (1), NPORT-P/A (1), NSAR-B/A (1), S-3 (1), S-4 (1), S-4/A (1), S-8 POS (1), SC TO-I (1), SC TO-I/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 18, 2026
    Quarterly report (10-Q) Jul 28, 2026
    Proxy statement (DEF 14A) Mar 18, 2026
    Latest 8-K (8-K) Oct 5, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, $0.001 par value per shareSEVNThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 18, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Seven Hills Realty Trust names in Item 1A of its 10-K filed Feb 18, 2026: 63 risks under these headings, as written.5

  • Risks Relating to Our Business
  • We operate in a highly competitive market for investment opportunities and competition may limit our ability to originate or acquire target investments on attractive terms or at all.
  • Unfavorable market, economic, CRE and capital market conditions have had and may continue to have a material adverse effect on our investment returns, ability to grow our investment portfolio, results of operations, financial condition and ability to pay distributions to our shareholders.
  • We have a limited operating history investing in mortgage loans and have made a limited number of target investments to date.
  • Our loan portfolio consists of a limited number of investments, and losses, repayments or other changes with respect to any of those investments may significantly impact us.
  • The lack of liquidity of our loan investments may adversely affect our business.
  • Loans secured by properties in transition or requiring significant renovation involve a greater risk of loss than loans secured by stabilized properties.
  • Tremont’s diligence process for investment opportunities may not reveal all facts that may be relevant for an investment, and if we incorrectly evaluate the risks of our investments, we may experience losses.
  • We may be unable to obtain additional capital sufficient to enable us to grow our loan portfolio.
  • Prepayment rates may adversely affect our ability to generate returns, which could negatively impact our ability to make or sustain distributions to our shareholders.
  • Difficulty or delays in redeploying the proceeds from repayments of our existing loan investments may cause our financial performance and returns to shareholders to decline.
  • Earning returns on the CRE loans that we originate or acquire is subject to the ability of the property owner to generate net operating income from operating the property.
The other 52 risks
  • We may suffer from difficulty or delays in deploying capital raised from capital market transactions, which may cause our financial performance to decline and adversely affect our ability to pay distributions to our shareholders and the value of our securities.
  • We may need to foreclose on loans that are in default, which could result in losses.
  • The CRE loans that we originate or acquire expose us to risks associated with real estate investments generally.
  • We are subject to various risks related to the ownership of certain real property.
  • REIT distribution requirements may adversely impact our ability to carry out our business plan.
  • Changes in interest rates and credit spreads may significantly reduce our revenues or impede our growth.
  • Sustainability initiatives, requirements and market expectations may impose additional costs and expose us to new risks.
  • We, our borrowers and their tenants are subject to risks from adverse weather, natural disasters and climate events, and costs associated with future legislation designed to address climate change could increase our, our borrowers’ and their tenants’ costs.
  • We and Tremont are subject to state licensing requirements and our or Tremont’s failure to be properly licensed may have a material adverse effect on our operations.
  • Changes in laws or regulations governing our operations, changes in the interpretation thereof or newly enacted laws or regulations and any failure by us to comply with these laws or regulations, could require changes to certain of our business practices, negatively impact our operations, cash flow or financial condition, impose additional costs on us or otherwise adversely affect our business.
  • We may be subject to lender liability claims and, if we are held liable under such claims, we could be subject to losses.
  • Insurance proceeds with respect to a property may not cover all losses, which could result in the corresponding non-performance of or loss on our investment related to such property.
  • Liability relating to environmental matters may adversely impact the value of our investments.
  • We may not have control over certain of our investments.
  • RMR and Tremont rely on information technology and systems in their respective operations, and any material failure, inadequacy, interruption or security breach of that technology or those systems could materially harm us.
  • Risks Relating to Our Financing
  • We have debt and expect to incur additional debt, and our governing documents contain no limit on the amount of debt we may incur.
  • The duration of our debt leverage and our investments may not match.
  • Our Secured Financing Facilities require us to comply with restrictive covenants and any future financings may require us to comply with similar or more restrictive covenants.
  • Our Secured Financing Facilities require, and the agreements governing any additional repurchase or bank credit facilities or debt arrangements that we may enter into may require, us to provide additional collateral or pay down debt.
  • Any default in a repurchase agreement may cause us to experience a loss.
  • Risks Relating to Our Relationships with Tremont and RMR
  • We are dependent upon Tremont and its personnel. We may be unable to find suitable replacements if our management agreement is terminated.
  • Tremont has broad discretion in operating our day to day business.
  • Our management structure and agreements and relationships with Tremont and RMR and RMR’s and its controlling shareholder’s relationships with others may create conflicts of interest, or the perception of such conflicts, and may restrict our investment activities.
  • Our management agreement’s fee and expense structure may not create proper incentives for Tremont.
  • Our management agreement is between related parties and its terms may be less favorable to us than if they had been negotiated on an arm’s length basis with an unrelated party.
  • Terminating our management agreement without a cause event may be difficult and will require our payment of a substantial termination fee.
  • Tremont does not guaranty our performance; moreover, we could experience poor performance or losses for which Tremont would not be liable. Tremont’s liability is limited under our management agreement, and we have agreed to indemnify Tremont against certain liabilities.
  • Tremont may change its processes for identifying, evaluating and managing investments and the personnel performing those functions for us without our or our shareholders’ consent at any time.
  • Our management agreement permits our Trustees and officers, Tremont and its affiliates, including RMR, and their respective directors, trustees, officers, agents and employees to retain business opportunities for their own benefit and to compete with us.
  • Disputes with Tremont may be referred to binding arbitration, which follow different procedures from in-court litigation and may be more restrictive to shareholders asserting claims than in-court litigation.
  • We may be at an increased risk for dissident shareholder activities and shareholder litigation due to perceived conflicts of interest arising from our management structure and relationships.
  • Tremont is subject to extensive regulation as an investment adviser, which could adversely affect its ability to manage our business.
  • Risks Relating to Our Organization and Structure
  • Ownership limitations and certain provisions in our declaration of trust and bylaws, as well as certain provisions of Maryland law, may deter, delay or prevent a change in our control or unsolicited acquisition proposals.
  • Our rights and the rights of our shareholders to take action against our Trustees and officers are limited.
  • Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our Trustees, officers, manager or agents.
  • We may change our operational, financing and investment policies without shareholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
  • Our intention to remain exempt from registration under the 1940 Act imposes limits on our operations.
  • Risks Relating to Our Taxation
  • Our failure to remain qualified for taxation as a REIT under the IRC could have significant adverse consequences.
  • Foreclosures may impact our ability to qualify as a REIT and minimize tax liabilities.
  • REIT distribution requirements could adversely affect us and our shareholders.
  • We may in the future choose to pay dividends in our common shares, in which case shareholders may be required to pay income taxes in excess of the cash dividends that they receive.
  • Distributions to shareholders generally will not qualify for reduced tax rates applicable to “qualified dividends.”
  • Even if we remain qualified for taxation as a REIT under the IRC, we may face other tax liabilities that reduce our cash flow.
  • The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to remain qualified for taxation as a REIT under the IRC.
  • We may fail to remain qualified for taxation as a REIT under the IRC if the IRS successfully challenges the treatment of our mezzanine loans as debt for federal income tax purposes or successfully challenges the treatment of our preferred equity investments as equity for federal income tax purposes.
  • The failure of assets subject to our secured financing agreements to qualify as real estate assets could adversely affect our ability to remain qualified for taxation as a REIT under the IRC.
  • Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
  • We may be required to report taxable income from particular investments in excess of the economic income we ultimately realize from them.
  • If we own assets or conduct operations that generate “excess inclusion income” outside of a TRS, doing so could adversely affect shareholders’ taxation and could cause our common shares to become ineligible for inclusion in leading market indexes.
  • The tax on prohibited transactions limits our ability to engage in transactions, including some methods of securitizing mortgage loans that would be treated as sales for U.S. federal income tax purposes.
  • Risks Relating to Our Securities
  • Our distributions to our shareholders may be reduced or eliminated and the form of payment could change.
  • Changes in market conditions could adversely affect the market value of our securities.

Legal proceedings

From time to time, we may become involved in litigation matters incidental to the ordinary course of our business. Although we are unable to predict with certainty the eventual outcome of any litigation, we are currently not a party to any litigation that we expect to have a material adverse effect on our business.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

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    SEC EDGAROther events
  39. 39
    SEC EDGAROther events
  40. 40
    SEC EDGAROther events
  41. 41
    SEC EDGAROther events
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55