The RMR Group (RMR) unit buys 2,015,748 Seven Hills Realty shares

Rhea-AI Filing Summary

Tremont Realty Capital LLC, an affiliate of The RMR Group, reported a large insider purchase of 2,015,748 common shares of beneficial interest of Seven Hills Realty Trust. The shares were bought on December 11, 2025 at a price of $8.65 per share and are reported as indirectly owned.

The transaction was made under a backstop agreement dated October 30, 2025, in which Tremont agreed to purchase 100% of any Seven Hills shares not taken up in a transferable rights offering. Following this purchase, 4,577,835 shares are reported as beneficially owned indirectly through Tremont. The reporting persons state they disclaim beneficial ownership except to the extent of their pecuniary interest.

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^*

Tremont Realty Capital LLC

(Last) (First) (Middle)

255 WASHINGTON STREET,

SUITE 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Seven Hills Realty Trust [ SEVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	12/11/2025		P		2,015,748(1)	A	$8.65	4,577,835	I	By Tremont Realty Capital LLC(2)(3)

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

1. Name and Address of Reporting Person^*

Tremont Realty Capital LLC

(Last) (First) (Middle)

255 WASHINGTON STREET,

SUITE 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RMR Group LLC

(Last) (First) (Middle)

255 WASHINGTON STREET,

SUITE 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RMR GROUP INC.

(Last) (First) (Middle)

255 WASHINGTON STREET,

SUITE 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ABP Trust

(Last) (First) (Middle)

255 WASHINGTON STREET,

SUITE 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On October 30, 2025, in connection with a pro rata offering of transferable subscription rights (the "Rights Offering"), Seven Hills Realty Trust (the "Company") and Tremont Realty Capital LLC ("TRC") entered into a backstop agreement, pursuant to which, among other things, TRC agreed to purchase 100% of all remaining common shares of the Company not otherwise subscribed for in the Rights Offering (the "Backstop Commitment"). Pursuant to the Backstop Commitment, TRC purchased the 2,015,748 common shares of the Company that remained unsubscribed following the expiration date of the Rights Offering.

2. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

3. Reflects shares held directly by TRC. TRC is a direct wholly owned subsidiary of The RMR Group LLC ("RMR LLC"), which is a direct majority owned operating subsidiary of The RMR Group Inc. ("RMR Inc."). ABP Trust, a Maryland statutory trust, is the controlling shareholder of RMR Inc. ABP Trust, RMR Inc. and RMR LLC may be deemed to beneficially own the shares owned directly by TRC. Adam D. Portnoy is the president, sole trustee and beneficial owner of ABP Trust. Mr. Portnoy has separately filed Section 16 reports with respect to his interests in the Company's securities held by TRC and ABP Trust.

	Tremont Realty Capital LLC /s/ Matthew C. Brown Title: Chief Financial Officer and Treasurer	12/11/2025
	The RMR Group LLC /s/ Matthew C. Brown Title: Executive Vice President, Chief Financial Officer and Treasurer	12/11/2025
	The RMR Group Inc. /s/ Matthew C. Brown Title: Executive Vice President, Chief Financial Officer and Treasurer	12/11/2025
	ABP Trust /s/ Matthew C. Brown Title: Treasurer	12/11/2025
	** 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 transaction involving Seven Hills Realty Trust (SEVN) is being reported?

The report discloses that Tremont Realty Capital LLC acquired 2,015,748 common shares of beneficial interest of Seven Hills Realty Trust on December 11, 2025.

At what price did Tremont Realty Capital buy the Seven Hills Realty Trust shares?

Tremont Realty Capital purchased the 2,015,748 Seven Hills Realty Trust shares at a price of $8.65 per share.

Why did Tremont Realty Capital purchase 2,015,748 SEVN shares?

The shares were bought under a backstop agreement related to a pro rata rights offering, where Tremont agreed to purchase 100% of all remaining common shares not subscribed for in the offering.

How many Seven Hills Realty Trust shares are beneficially owned after this transaction?

After the reported purchase, 4,577,835 shares of Seven Hills Realty Trust are shown as beneficially owned indirectly through Tremont Realty Capital LLC.

Who are the reporting persons connected to this Seven Hills Realty Trust transaction?

The report identifies Tremont Realty Capital LLC, The RMR Group LLC, The RMR Group Inc., and ABP Trust as reporting persons tied to the indirectly held shares.

Do the reporting persons admit full beneficial ownership of the Seven Hills Realty Trust shares?

No. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest and states that inclusion of the securities should not be deemed an admission of beneficial ownership.