[Form 4] Industrial Logistics Properties Trust Insider Trading Activity

Rhea-AI Filing Summary

Industrial Logistics Properties Trust director Matthew P. Jordan reported a disposition of 13,367 common shares on 09/16/2025 at a price of $6.35 per share, reducing his beneficial ownership to 176,902 shares. The filing is coded F(1) and includes an explanation that the shares were withheld to pay a tax liability arising from vesting of securities issued under Rule 16b-3. The Form 4 is a routine insider reporting of a tax-withholding share disposition rather than an open-market sale.

Positive

• Transparent disclosure of the transaction and post-transaction beneficial ownership is provided in the Form 4
• Explanation provided that the disposition was a tax-withholding event tied to vesting, clarifying the nature of the sale

Negative

• Reduction in insider holdings by 13,367 shares, which decreases the reporting person’s stake to 176,902 shares
• Shares disposed at $6.35 could be perceived by some investors as insider selling, despite the tax-withholding explanation

Insights

Corporate Governance Expert

TL;DR Insider share withholding for taxes is routine and typically less informative about intent than open-market sales.

The reported transaction shows a director-level insider reduced reported beneficial holdings by 13,367 shares via a withholding for tax payment, coded F(1). From a governance perspective, this is a common administrative action following equity vesting and does not necessarily indicate a vote of no confidence in company prospects. The filing provides clear disclosure, including post-transaction holdings, which supports transparency around insider equity changes.

Securities Analyst

TL;DR A tax-withholding disposition of this size is informational but not likely material to valuation or control.

The director disposed of 13,367 shares at $6.35, leaving 176,902 shares beneficially owned. Because the transaction is coded F(1) and tied to tax withholding on vested securities, it is administrative rather than a market-driven liquidity event. Investors should note the change to outstanding insider holdings, but the Form 4 does not present new operational or financial information about ILPT.

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

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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).

1. Name and Address of Reporting Person^*

Jordan Matthew P.

(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)
09/16/2025

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	09/16/2025		F(1)		13,367	D	$6.35	176,902	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

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

	/s/ Matthew P. Jordan	09/18/2025
	** 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 did ILPT director Matthew P. Jordan report on Form 4?

He reported a disposition of 13,367 common shares on 09/16/2025 at $6.35 per share, reducing his holdings to 176,902 shares.

Why was the sale coded F(1) on the ILPT Form 4?

The filing states the code F(1) indicates payment of a tax liability by withholding securities incident to the vesting of issued securities under Rule 16b-3.

Does this Form 4 indicate an open-market sale by the ILPT director?

No. The Form 4 explains the disposition was for tax withholding on vested securities, not an open-market liquidity sale.

How many ILPT shares does the reporting person own after the transaction?

The Form 4 reports 176,902 shares beneficially owned following the disposition.