Large LTIP unit grants awarded to AH Realty Trust (AHH) CFO Barnes-Smith

Rhea-AI Filing Summary

AH Realty Trust, Inc. reported that CFO, Treasurer and Secretary Matthew Barnes-Smith received equity awards in the form of partnership units tied to the company’s operating partnership. He was granted 70,598 and 166,112 Time-Based LTIP Units and 141,196 Performance LTIP Units at a price of $0.0000 per unit.

After these grants, he directly holds Time-Based LTIP Units and Performance LTIP Units that can, after vesting and holding periods, be converted into common units of the operating partnership and then redeemed for either cash or one share of common stock per unit at the company’s election. The Time-Based LTIP Units vest over up to three years, while the Performance LTIP Units vest, if performance goals are met, at the end of a performance period of up to about three years.

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)
03/02/2026

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								11,617	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		70,598(4)		(1)(2)(3)	(1)(2)(3)	Common Stock	70,598	$0	180,733	D
Time-Based LTIP Units	(1)(2)(3)	03/02/2026		A		166,112(5)		(1)(2)(3)	(1)(2)(3)	Common Stock	166,112	$0	346,845	D
Performance LTIP Units	(3)(6)	03/02/2026		A		141,196(7)		(3)(6)	(3)(6)	Common Stock	141,196	$0	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 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 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 Barnes-Smith	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The CFO reported receiving grants of Time-Based and Performance LTIP Units at $0.0000 per unit. These are equity-based compensation awards in the operating partnership that may later convert into common units and ultimately cash or common stock, subject to vesting conditions.

How many Time-Based LTIP Units did the AH Realty Trust CFO receive?

He received grants of 70,598 and 166,112 Time-Based LTIP Units. These units vest over schedules tied to one-, two-, and three-year anniversaries of the grant date, requiring continued employment for vesting to occur under the award agreements.

What are Performance LTIP Units granted to the AH Realty Trust CFO?

The CFO received 141,196 Performance LTIP Units as a target award. Up to 200% of this amount may vest based on performance criteria over a performance period that generally runs up to about three years, conditioned on continued employment and specified performance goals.

Can the AH Realty Trust LTIP Units convert into common stock of AHH?

After vesting and required holding periods, Time-Based and Performance LTIP Units can convert into common units of the operating partnership. Each common unit is then redeemable for cash equal to one share’s market value or, at the company’s election, one share of common stock.

Do the LTIP Units granted to the AH Realty Trust CFO have an expiration date?

The Time-Based LTIP Units and Performance LTIP Units have no expiration date. However, their conversion and redemption features only apply after vesting, required holding periods, and satisfaction of any performance criteria described in the relevant award and partnership agreements.

What vesting schedule applies to the AH Realty Trust Time-Based LTIP Units?

One grant vests 33% on the grant date, 33% on the first anniversary, and 33% on the second anniversary. Another grant vests 100% on the third anniversary. Both vesting schedules require the reporting person’s continued employment on the applicable vesting dates.