Seven Hills director withholds 4,966 shares for tax

Director and ten percent owner Adam D. Portnoy had shares withheld for taxes upon vesting, while maintaining large direct and indirect holdings in SEVN.

Rhea-AI Filing Summary

Seven Hills Realty Trust (SEVN) director and ten percent owner Adam D. Portnoy reported a withholding of 4,966 Common Shares of Beneficial Interest on September 17, 2026, to pay tax liability associated with vesting equity, at a reference value of $7.40 per share. After this tax-withholding disposition, he directly holds 361,266 common shares and has additional indirect interests in 4,756,323 common shares through ABP Trust and Tremont Realty Capital LLC, with beneficial ownership of those indirect holdings disclaimed except for his pecuniary interest. No Rule 10b5‑1 trading plan is reported for this transaction.

Insider Trade Summary

Tax Withholding: 4,966 shares

Tax Withholding 2 txns

Insider PORTNOY ADAM D.

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares of Beneficial Interest F1	4,966	$7.40	$37K
holding	Common Shares of Beneficial Interest F2, F3	--	--	--

Holdings After Transaction: Common Shares of Beneficial Interest — 361,266 shares (Direct); Common Shares of Beneficial Interest — 4,756,323 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.
2. F2. 178,488 Common Shares are held by ABP Trust. Mr. Portnoy is a holder of shares of beneficial interest in, and the sole trustee of, ABP Trust. Mr. Portnoy may be deemed to be a beneficial owner of the Common Shares owned directly by ABP Trust, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
3. F3. 4,577,835 Common Shares are held by Tremont Realty Capital LLC ("TRC"). TRC is a direct wholly owned subsidiary of The RMR Group LLC ("RMR LLC"), which is a direct majority owned subsidiary of The RMR Group Inc. ("RMR Inc."), of which Mr. Portnoy is a managing director and controlling shareholder through ABP Trust. Mr. Portnoy is also a beneficial owner and a director of TRC, RMR LLC and RMR Inc. and Mr. Portnoy may be deemed to beneficially own the Common Shares owned directly by TRC, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Key Figures

Shares withheld for taxes: 4,966 shares Reference value per share: $7.40 per share Direct holdings after transaction: 361,266 shares +3 more

6 metrics

Shares withheld for taxes 4,966 shares Common Shares of Beneficial Interest withheld on September 17, 2026 to pay tax liability

Reference value per share $7.40 per share Value used for the 4,966-share tax-withholding transaction on September 17, 2026

Direct holdings after transaction 361,266 shares SEVN Common Shares of Beneficial Interest directly held by Adam D. Portnoy after the transaction

Indirect holdings after transaction 4,756,323 shares SEVN common shares held indirectly through ABP Trust and Tremont Realty Capital LLC

ABP Trust holdings 178,488 shares SEVN common shares held by ABP Trust, associated with Adam D. Portnoy

Tremont Realty Capital LLC holdings 4,577,835 shares SEVN common shares held by Tremont Realty Capital LLC, an affiliate of entities where Portnoy holds roles

Key Terms

Common Shares of Beneficial Interest, Rule 16b-3, beneficial owner, pecuniary interest

4 terms

Common Shares of Beneficial Interest financial

"security titled "Common Shares of Beneficial Interest" was reported"

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

Rule 16b-3 regulatory

"vesting of the security 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 financial

"Mr. Portnoy may be deemed to be a beneficial owner of the Common 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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SEVN insider Adam D. Portnoy report in this Form 4?

He reported a withholding of 4,966 Common Shares of Seven Hills Realty Trust on September 17, 2026, to pay tax liability related to vesting equity at a reference value of $7.40 per share, rather than an open-market purchase or sale.

How many SEVN shares does Adam D. Portnoy hold directly after this transaction?

After the September 17, 2026 tax-withholding disposition, Adam D. Portnoy directly holds 361,266 Common Shares of Beneficial Interest of Seven Hills Realty Trust.

What indirect holdings in SEVN are associated with Adam D. Portnoy?

Indirectly, entities associated with Adam D. Portnoy hold 4,756,323 SEVN common shares, including 178,488 shares held by ABP Trust and 4,577,835 shares held by Tremont Realty Capital LLC, with beneficial ownership disclaimed except for his pecuniary interest.

Was the SEVN Form 4 transaction by Adam D. Portnoy under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5‑1 trading plan for this transaction; it reflects shares withheld to satisfy tax liability upon vesting under Rule 16b‑3.

Did Adam D. Portnoy sell SEVN shares in the open market in this filing?

No. The Form 4 describes a code F transaction, which is a payment of tax liability by delivering or withholding securities incident to vesting, not an open-market sale.

How many SEVN shares were used to cover taxes in this Form 4?

A total of 4,966 SEVN common shares were withheld on September 17, 2026 to pay tax liability related to the vesting of equity compensation, at a reference value of $7.40 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/18/2026 - 03:58 PM Accepted by SEC EDGAR 09/18/2026 - 03:57 PM Learn about SEC filing dates

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)

TWO NEWTON PLACE,

255 WASHINGTON STREET SUITE 300

(Street)

NEWTON MASSACHUSETTS 02458

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	09/17/2026		F(1)		4,966	D	$7.4	361,266	D
Common Shares of Beneficial Interest								4,756,323	I	See Footnote(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

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. 178,488 Common Shares are held by ABP Trust. Mr. Portnoy is a holder of shares of beneficial interest in, and the sole trustee of, ABP Trust. Mr. Portnoy may be deemed to be a beneficial owner of the Common Shares owned directly by ABP Trust, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

3. 4,577,835 Common Shares are held by Tremont Realty Capital LLC ("TRC"). TRC is a direct wholly owned subsidiary of The RMR Group LLC ("RMR LLC"), which is a direct majority owned subsidiary of The RMR Group Inc. ("RMR Inc."), of which Mr. Portnoy is a managing director and controlling shareholder through ABP Trust. Mr. Portnoy is also a beneficial owner and a director of TRC, RMR LLC and RMR Inc. and Mr. Portnoy may be deemed to beneficially own the Common Shares owned directly by TRC, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Adam D. Portnoy	09/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)