Large LTIP unit grants to AH Realty Trust (AHH) CEO Shawn Tibbetts

Rhea-AI Filing Summary

Tibbetts Shawn J reported acquisition or exercise transactions in this Form 4 filing.

AH Realty Trust, Inc. reported that CEO and President Shawn J. Tibbetts received several equity awards tied to the company’s operating partnership. On March 2, 2026, he was granted 186,877 and 249,169 Time-Based LTIP Units and 373,754 Performance LTIP Units at a price of $0.00 per unit.

The Time-Based LTIP Units vest over time, with one grant vesting 33% on the grant date and 33% on each of the next two anniversaries, and another vesting 100% on the third anniversary, in each case subject to continued employment. After vesting and specified holding periods, these LTIP Units may be convertible into common units of the operating partnership, which are redeemable in cash or, at the company’s election, shares of common stock.

The Performance LTIP Units represent a target award that can vest up to 200% based on performance criteria over a performance period beginning on the grant date and ending before the third anniversary or on a defined control change date, also subject to continued employment.

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^*

Tibbetts Shawn J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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								61,685	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)	03/02/2026		A		186,877(4)		(1)(2)(3)	(1)(2)(3)	Common Stock	186,877	$0	460,622	D
Time-Based LTIP Units	(1)(2)(3)	03/02/2026		A		249,169(5)		(1)(2)(3)	(1)(2)(3)	Common Stock	249,169	$0	709,791	D
Performance LTIP Units	(3)(6)	03/02/2026		A		373,754(7)		(3)(6)	(3)(6)	Common Stock	373,754	$0	538,770	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 and are 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 a grant of unvested Time-Based LTIP Units, of which the LTIP Units are subject to the following vesting schedule: 33% vested on the grant date, 33% will vest on the first anniversary of the grant date, 33% will vest on the second anniversary of the grant date, subject to the Reporting Person's continued employment continued employment on such dates.

5. Represents a grant of unvested Time-Based LTIP Units, of which 100% vests on the third anniversary of the grant date, subject to the Reporting Person's continued employment on such date.

6. Represents Performance LTIP Units in the Operating Partnership ("Performance LTIPS"). 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, the Performance LTIP Units are subject to an additional one year holding period following the vesting. Performance LTIP Units have no expiration date.

7. Represents a grant of unvested Performance LTIP Units. The number of Performance LTIP Units reflected in this Form 4 represents the target award, up to 200% of which may vest based on the performance criteria of the award. The Performance LTIP Units will vest, if at all, on the last day of the performance period, subject to the Reporting Person's continued employment on such date. The performance period begins on the grant date and ends on the earlier of the day before the third anniversary of the grant date and a Control Change Date (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan, as amended).

Remarks:

	/s/ Matthew T. Barnes Smith, as Attorney-in-Fact for Shawn J. Tibbetts	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did AH Realty Trust (AHH) grant to its CEO Shawn J. Tibbetts?

Shawn J. Tibbetts received grants of Time-Based and Performance LTIP Units in AH Realty Trust’s operating partnership. These include 186,877 and 249,169 Time-Based LTIP Units and 373,754 Performance LTIP Units, all awarded at a grant price of $0.00 per unit on March 2, 2026.

How do the Time-Based LTIP Units granted to AH Realty Trust’s CEO vest?

One Time-Based LTIP grant vests 33% on the grant date and 33% on each of the first and second anniversaries. A second Time-Based LTIP grant vests 100% on the third anniversary. All vesting is conditioned on Shawn J. Tibbetts’ continued employment with the company.

What are the key terms of the Performance LTIP Units granted by AH Realty Trust (AHH)?

The Performance LTIP Units represent a target award of 373,754 units, up to 200% of which may vest based on performance criteria. Vesting, if achieved, occurs on the last day of the performance period and requires Shawn J. Tibbetts to remain employed through that date.

When can AH Realty Trust’s LTIP Units be converted into common units or common stock?

After vesting and subject to conditions in the operating partnership agreement, Time-Based and Performance LTIP Units may be convertible into common units two years after grant, followed by an additional one-year holding period. Common units are redeemable for cash or, at the company’s election, common stock.

Do the LTIP Units granted to AH Realty Trust’s CEO have an expiration date?

The Time-Based LTIP Units and Performance LTIP Units have no expiration date. Their value realization depends on meeting vesting conditions, satisfying required holding periods, and any subsequent conversion into common units and potential redemption into cash or common stock.

What employment conditions apply to Shawn J. Tibbetts’ LTIP awards at AH Realty Trust (AHH)?

Both the Time-Based and Performance LTIP awards require Shawn J. Tibbetts to remain employed through specified vesting dates. Time-based awards vest over one to three years, while performance units vest, if at all, at the end of the defined performance period, subject to continued employment.