ILPT director has 10,046 shares withheld for taxes
ILPT director Adam D. Portnoy had shares withheld to cover taxes on equity vesting, leaving substantial direct and indirect holdings.
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Form Type
4
Rhea-AI Filing Summary
Industrial Logistics Properties Trust (ILPT) director Adam D. Portnoy reported a disposition of 10,046 common shares of beneficial interest on September 17, 2026, at $7.75 per share, to pay tax liability by withholding shares upon vesting of equity issued under Rule 16b-3. After this tax-withholding event, he held 241,495 shares directly and 745,672 shares indirectly through ABP Trust, for which he disclaims beneficial ownership except for his pecuniary interest.
Insider Trade Summary
Tax Withholding: 10,046 shares
Tax Withholding
1 txn
Insider
PORTNOY ADAM D.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Shares of Beneficial Interest F1 | 10,046 | $7.75 | $78K |
| Holding | Common Shares of Beneficial Interest F2 | -- | -- | -- |
Holdings After Transaction:
Common Shares of Beneficial Interest — 241,495 shares (Direct);
Common Shares of Beneficial Interest — 745,672 shares (Indirect, See Footnote)
Holdings Before and After:
Common Shares of Beneficial Interest, 251,541 to 241,495 shares (Direct)
Footnotes (2)
- F1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.
- F2. 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.
Key Figures
Shares disposed for tax withholding: 10,046 shares
Price per share: $7.75 per share
Direct holdings after transaction: 241,495 shares
+2 more
5 metrics
Shares disposed for tax withholding
10,046 shares
Payment of tax liability by withholding securities on September 17, 2026
Price per share
$7.75 per share
Value assigned to shares withheld for tax liability
Direct holdings after transaction
241,495 shares
ILPT common shares held directly by Adam D. Portnoy after September 17, 2026 event
Indirect holdings through ABP Trust
745,672 shares
ILPT common shares held indirectly via ABP Trust with beneficial ownership disclaimed except for pecuniary interest
Exercise-price-or-tax-liability shares
10,046 shares
Total shares used for payment of tax liability as summarized in the filing
Key Terms
Rule 16b-3, beneficial owner, pecuniary interest, withholding securities
4 terms
Rule 16b-3 regulatory
"issued in accordance with Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
beneficial owner regulatory
"may be deemed to be a beneficial owner of these shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"disclaims such beneficial ownership except to the extent of his pecuniary interest"
withholding securities financial
"Payment of tax liability by withholding securities incident to the vesting"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did ILPT director Adam D. Portnoy report on this Form 4?
He reported that 10,046 ILPT common shares were disposed of on September 17, 2026 at $7.75 per share as payment of tax liability by withholding shares incident to the vesting of equity issued under Rule 16b-3.
Was the ILPT Form 4 transaction made under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the event as payment of tax liability by withholding securities incident to vesting, not as trades executed under a pre-arranged 10b5-1 trading plan.
Does the ILPT Form 4 indicate a market sale by Adam D. Portnoy?
It does not indicate a market sale. The 10,046 shares were disposed of as payment of tax liability by withholding securities when equity vested, rather than being sold in open-market transactions.
What security is involved in Adam D. Portnoy’s ILPT Form 4 filing?
The filing involves Common Shares of Beneficial Interest of Industrial Logistics Properties Trust (ILPT). The disposition of 10,046 shares at $7.75 per share and the resulting direct and indirect holdings are all in this security class.
AI-generated analysis. How Rhea-AI works. Not financial advice.
