AH Realty (NYSE: AHH) CFO exercises 41,784 LTIP-linked and Common Units

Rhea-AI Filing Summary

AH Realty Trust, Inc. executive Matthew Barnes-Smith, the CFO, Treasurer and Secretary, exercised in-the-money equity awards tied to company common stock. He converted 20,892 Time‑Based LTIP Units into 20,892 Common Units and also exercised 20,892 Common Units, for 41,784 derivative units exercised in total.

Following these transactions, he directly holds 20,892 Common Units and 10,131 shares of common stock. He also retains 207,202 Performance LTIP Units that remain outstanding and are convertible into Common Units once vesting and holding conditions in the partnership agreement and award terms are met.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Barnes-Smith Matthew

(Last) (First) (Middle)

C/O AH REALTY TRUST, INC.

222 CENTRAL PARK AVENUE, SUITE 1000

(Street)

VIRGINIA BEACH VA 23462

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AH Realty Trust, Inc. [ AHRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, Treasurer and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								10,131	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Time-Based LTIP Units	(1)(2)(3)	03/11/2026		X			20,892(4)	(1)(2)(3)	(1)(2)(3)	Common Stock	20,892	$0	325,953	D
Common Units	(3)(5)	03/11/2026		X		20,892(4)		(3)(5)	(3)(5)	Common Stock	20,892	$0	20,892	D
Performance LTIP Units	(3)(6)							(3)(6)	(3)(6)	Common Stock	207,202		207,202	D

Explanation of Responses:

1. Represents Time-Based LTIP Units ("Time-Based LTIP Units") in AH Realty Trust, LP (the "Operating Partnership"), the operating partnership of AH Realty Trust, Inc. (the "Company"), and of which the Company is the general partner. Under the agreement of limited partnership of the Operating Partnership (the "OP Agreement") and subject to conditions set forth in the OP Agreement, following the date on which the Time-Based LTIP Units vest, Time-Based LTIP Units are convertible into common units of limited partnership interest in the Operating Partnership ("Common Units"), at the holder's option.

2. Under the award agreement pursuant to which the Time-Based LTIP Units were granted to the reporting person, except in connection with a Change of Control (as defined in the OP Agreement), the Time-Based LTIP Units may not be converted to Common Units until two years following the date of grant. 236,710 of the Time-Based LTIP Units are also subject to an additional one year holding period following the vesting. Time-Based LTIP Units have no expiration date.

3. Each Common Unit is redeemable for cash equal to the then-current market value of one share of the Company's common stock or, at the election of the Company, one share of the Company's common stock. Common Units have no expiration date.

4. Represents the conversion of Time-Based LTIP Units granted on March 11, 2024 into Common Units at the election of the reporting person.

5. Represents Common Units. All Common Units reflected in this report may be tendered for redemption by the holder.

6. Represents Performance LTIP Units in the Operating Partnership ("Performance LTIP Units"). Under the OP Agreement and subject to conditions set forth in the OP Agreement, following the date on which the Performance LTIP Units vest, Performance LTIP Units are convertible into Common Units at the holder's option. Under the award agreement pursuant to which the Performance LTIP Units were granted to the Reporting Person, except in connection with a Change of Control (as defined in the OP Agreement), the Performance LTIP Units may not be converted to Common Units until two years following the date of grant. Additionally, 141,196 of the Performance LTIP Units are subject to an additional one year holding period following the vesting. Performance LTIP Units have no expiration date.

Remarks:

	/s/ Matthew Barnes-Smith	03/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did AH Realty Trust (AHH) report for its CFO?

AH Realty Trust reported that CFO Matthew Barnes-Smith exercised in-the-money equity awards. He converted 20,892 Time-Based LTIP Units and exercised 20,892 Common Units, all tied to the company’s common stock, increasing his direct equity-linked holdings through non-market, compensation-related transactions.

How many units and shares did the AH Realty Trust CFO hold after the Form 4 transactions?

After the reported activity, the CFO holds 20,892 Common Units and 10,131 shares of common stock directly. In addition, he retains 207,202 Performance LTIP Units, which are equity-based awards that can later convert into Common Units if vesting and other conditions are satisfied.

What are Time-Based LTIP Units in AH Realty Trust’s capital structure?

Time-Based LTIP Units are long-term incentive partnership units in AH Realty Trust’s operating partnership. Once vested and after specified holding periods, they may be converted at the holder’s option into Common Units, which in turn can be redeemed for cash or shares of AH Realty Trust’s common stock.

What are Performance LTIP Units reported in the AH Realty Trust Form 4?

Performance LTIP Units are equity incentive units in the operating partnership that convert into Common Units after vesting and performance conditions are met. The filing shows 207,202 underlying common shares linked to these Performance LTIP Units, which have no expiration date but are subject to holding and conversion restrictions.

Did the AH Realty Trust CFO sell any shares in this Form 4 filing?

The Form 4 does not report any open-market sales by the CFO. Instead, it records exercises of in-the-money derivative awards, increasing his Common Unit holdings and leaving his existing common stock and Performance LTIP Unit positions in place, without indicating any disposition transactions.

How can AH Realty Trust Common Units reported in the filing be settled?

Each Common Unit can be redeemed for cash equal to the then-current market value of one share of AH Realty Trust common stock or, at the company’s election, settled in one share of its common stock. These units have no expiration date under the operating partnership agreement.