AH Realty Trust (AHRT) CFO surrenders stock to cover tax withholding

Rhea-AI Filing Summary

AH Realty Trust, Inc. CFO, Treasurer and Secretary Matthew Barnes-Smith surrendered 1,486 shares of common stock on March 3, 2026 to the company to satisfy tax withholding obligations related to vesting restricted stock, at $6.21 per share. He held 10,131 common shares directly afterward.

He also held 346,845 Time-Based LTIP Units and 207,202 Performance LTIP Units in AH Realty Trust, LP. After vesting and, generally, at least two years from grant, these units may be converted into Common Units and then redeemed in cash or shares, with portions subject to an additional one-year holding period. The LTIP and Common Units have no expiration date.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
03/03/2026

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	03/03/2026		F		1,486(1)	D	$6.21	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	(2)(3)(4)							(2)(3)(4)	(2)(3)(4)	Common Stock	346,845		346,845	D
Performance LTIP Units	(4)(5)							(4)(5)	(4)(5)	Common Stock	207,202		207,202	D

Explanation of Responses:

1. Reflects shares of common stock surrendered to AH Realty Trust, Inc. (the "Company") to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock.

2. Represents Time-Based LTIP Units ("Time-Based LTIP Units") in AH Realty Trust, LP (the "Operating Partnership"), the operating partnership of 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.

3. 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.

4. 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.

5. 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	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did AH Realty Trust CFO report on this Form 4 for AHH?

The CFO surrendered 1,486 shares of common stock to AH Realty Trust, Inc. to cover tax withholding on vested restricted shares. This was a tax-withholding disposition, not an open-market sale, at a price of $6.21 per share.

How many AH Realty Trust common shares does the CFO hold after this Form 4 transaction?

After the tax-withholding disposition, the CFO directly held 10,131 shares of AH Realty Trust, Inc. common stock. These shares remain his direct ownership following the surrender of 1,486 shares back to the company for tax obligations.

What are Time-Based LTIP Units reported by AH Realty Trust CFO on this Form 4?

The CFO holds 346,845 Time-Based LTIP Units in AH Realty Trust, LP. After vesting and generally two years from grant, they can be converted into Common Units, with 236,710 units subject to an additional one-year holding period after vesting.

What are Performance LTIP Units disclosed for AH Realty Trust CFO in this filing?

The CFO holds 207,202 Performance LTIP Units in the operating partnership. After vesting and generally two years from grant, they may be converted into Common Units, with 141,196 units subject to an additional one-year holding period after vesting.

Can AH Realty Trust LTIP Units ultimately be exchanged for common stock or cash?

After conversion into Common Units, each unit is redeemable for cash equal to the market value of one AH Realty common share or, at the company’s election, one share of common stock. Both Common Units and LTIP Units have no expiration date.

Was the AH Realty Trust CFO’s Form 4 transaction a market sale of shares?

No. The 1,486 common shares were surrendered to AH Realty Trust, Inc. to satisfy tax withholding obligations on vested restricted shares. Footnotes describe this explicitly as payment of tax liabilities rather than an open-market sale.