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[Form 4] Seven Hills Realty Trust Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Adam D. Portnoy, a director and >10% owner of Seven Hills Realty Trust (SEVN), reported on Form 4 that on 09/09/2025 he was granted 15,894 common shares under the issuer's equity compensation plan. After the grant, Mr. Portnoy directly beneficially owned 221,707 common shares and indirectly beneficially owned 1,824,590 common shares. The filing explains that 116,532 shares are held by ABP Trust (of which Mr. Portnoy is sole trustee) and 1,708,058 shares are held by Tremont Realty Capital LLC (TRC), a subsidiary within the RMR group structure where Mr. Portnoy holds management and ownership roles; he disclaims beneficial ownership except to the extent of his pecuniary interest. The Form 4 is signed by Mr. Portnoy on 09/11/2025.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: Insider received a routine equity grant and retains substantial direct and indirect holdings, signaling continued alignment with shareholders.

The reported 15,894-share grant was issued under the company's equity compensation plan and is recorded as an acquisition. Such grants are common for executives and directors and typically reflect compensation or retention rather than open-market purchases. The combined direct (221,707) and indirect (1,824,590) holdings show significant insider exposure to SEVN equity, concentrated through ABP Trust and TRC within the RMR ownership structure. From a capital-structure perspective, this filing documents insider alignment but does not by itself change outstanding share counts or immediate liquidity.

TL;DR: Disclosure is standard and transparent about indirect ownership via related entities and trustee roles.

The Form 4 provides clear attribution of indirect holdings to ABP Trust and TRC and discloses Mr. Portnoy's roles as sole trustee and managing director within affiliated entities. The disclaimer language limits asserted beneficial ownership to pecuniary interest, which is typical in complex ownership webs. This filing fulfills Section 16 reporting obligations and helps stakeholders map governance-related ownership, but it does not indicate any change in control or new contractual arrangements.

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 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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025
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 09/09/2025 A 15,894 A (1) 221,707 D
Common Shares of Beneficial Interest 1,824,590 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. Transaction reported is grant of shares pursuant to issuer's equity compensation plan.
2. 116,532 Common Shares are held by ABP Trust, which includes 2,943 Common Shares acquired under the Issuer's dividend reinvestment plan since May 28, 2025. 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. 1,708,058 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 09/11/2025
** 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.
Seven Hills Realty Trust

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134.39M
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1.55%
REIT - Mortgage
Real Estate Investment Trusts
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United States
NEWTON