ILPT Insider Filing: Tax-Related Sale Reduces Direct Holdings

Rhea-AI Filing Summary

Adam D. Portnoy, a director of Industrial Logistics Properties Trust (ILPT), reported a disposition of common shares tied to tax withholding for vested securities. The Form 4 shows a sale of 6,080 common shares at $6.35 per share, recorded as a withholding to satisfy taxes on vested awards. After the transaction, Mr. Portnoy is reported to directly hold 199,863 shares and to be the sole trustee and controlling shareholder of ABP Trust, which holds 745,672 shares (he disclaims beneficial ownership except for his pecuniary interest).

Insights

Financial Analyst

TL;DR: Insider reported a small sale for tax withholding; overall stake remains concentrated via ABP Trust.

The reported disposal of 6,080 shares at $6.35 appears to be a routine tax-withholding event tied to vesting rather than an open-market directional sale. Reported direct ownership of 199,863 shares plus 745,672 shares held by ABP Trust indicates aggregated exposure but the filer expressly disclaims beneficial ownership of the trust holdings except to the extent of pecuniary interest. This filing provides clarity on share counts and the mechanism of the disposal, useful for updating insider-holding records.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting; transaction is described as tax withholding on vested awards.

The Form 4 documents the nature of the transaction (tax withholding) and discloses the reporter's relationship to the issuer as a director. The filing includes an explicit explanatory footnote regarding ABP Trust ownership and the reporter's limited beneficial claim. From a governance perspective, the form supplies the required transparency on insider actions and beneficial ownership structure.

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).

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)
09/16/2025

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)		6,080	D	$6.35	199,863	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. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

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	09/18/2025
	** 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 transaction did ILPT insider Adam Portnoy report on Form 4?

The Form 4 reports a disposition of 6,080 common shares at a price of $6.35 per share, recorded as tax withholding related to vesting.

How many ILPT shares does Adam Portnoy directly and indirectly hold?

Following the reported transaction, Mr. Portnoy is shown to directly hold 199,863 shares and ABP Trust holds 745,672 shares, for which he is the sole trustee.

Why were shares disposed of according to the filing?

The filing explains the sale was for payment of tax liability by withholding securities incident to the vesting of issued securities.

Does Adam Portnoy claim beneficial ownership of the ABP Trust shares?

The filing states Mr. Portnoy may be deemed a beneficial owner of the ABP Trust shares but he disclaims such beneficial ownership

What is Mr. Portnoy's relationship to ILPT?

The Form 4 indicates Mr. Portnoy is a director of Industrial Logistics Properties Trust.