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[Form 4] Industrial Logistics Properties Trust Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Adam D. Portnoy, a director of Industrial Logistics Properties Trust (ILPT), reported an award of 40,650 common shares under the issuer's equity compensation plan on 09/09/2025. After the award, Mr. Portnoy directly beneficially owns 205,943 shares and is associated with an additional 745,672 shares held by ABP Trust, for which he is sole trustee; he disclaims beneficial ownership of the trust shares except to the extent of his pecuniary interest.

The Form 4 is a routine Section 16 disclosure of an equity award to an insider and shows the change in direct holdings resulting from the grant. The filing includes Mr. Portnoy's address at The RMR Group LLC and is signed on 09/11/2025.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: Routine equity award increases insider's direct stake by 40,650 shares; overall reported association with ~951,615 shares.

The filing documents a non-derivative award of 40,650 common shares to Adam D. Portnoy under ILPT's equity compensation plan, increasing his direct beneficial ownership to 205,943 shares. Combined direct and trust-held shares associated with him total 951,615 shares, which represents his economic and governance linkage to ILPT. This is a standard Section 16 report and does not include sales, option exercises, or derivative transactions. For investors, the item is informative about insider compensation and ownership concentration but not in itself a material operational event.

TL;DR: Governance disclosure is complete and standard; trustee position creates indirect association with substantial trust holdings.

The Form 4 properly discloses the share award and clarifies that 745,672 shares are held by ABP Trust where Mr. Portnoy is sole trustee and controlling shareholder of the trust, with a disclaimer of beneficial ownership except for pecuniary interest. This language aligns with common practice to disclose potential indirect holdings while limiting legal attribution. The filing is procedural and maintains required transparency about insider awards and potential indirect influence.

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*
PORTNOY ADAM D.

(Last) (First) (Middle)
C/O THE RMR GROUP LLC
TWO NEWTON PL., 255 WASH. ST., STE. 300

(Street)
NEWTON MA 02458

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Industrial Logistics Properties Trust [ ILPT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025
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 Shares of Beneficial Interest 09/09/2025 A 40,650 A (1) 205,943 D
Common Shares of Beneficial Interest 745,672 I See Footnote(2)
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
Explanation of Responses:
1. Transaction reported is award of shares pursuant to the Issuer's equity compensation plan.
2. These shares are held by ABP Trust; Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
/s/ Adam D. Portnoy 09/11/2025
** 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 transaction did Adam D. Portnoy report on the ILPT Form 4?

He reported an award of 40,650 common shares under the issuer's equity compensation plan on 09/09/2025.

How many ILPT shares does Adam D. Portnoy directly own after the reported transaction?

He directly beneficially owns 205,943 common shares following the award.

What is the size of the indirect holdings associated with Adam D. Portnoy?

The filing states 745,672 common shares are held by ABP Trust, of which Mr. Portnoy is sole trustee and controlling shareholder of the trust.

When was the Form 4 signed and filed?

The signature block shows the form signed by Adam D. Portnoy on 09/11/2025 with the transaction dated 09/09/2025.

Did the filing disclose any derivative transactions or sales of shares?

No. The Form 4 shows only a non-derivative award; Table II for derivative transactions contains no entries.
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