Adam Portnoy Reports Tax-Withholding Sale; Retains Large SEVN Stake

Rhea-AI Filing Summary

Adam D. Portnoy, a director and 10% owner of Seven Hills Realty Trust (SEVN), reported a sale of Common Shares on 09/16/2025. He disposed of 2,367 shares at $10.95 per share to satisfy a tax withholding obligation tied to vesting, reducing his direct holdings to 219,340 shares. He also reports indirect ownership of 1,824,590 shares through entities including ABP Trust and Tremont Realty Capital LLC, which he may be deemed to control but disclaims except for his pecuniary interest. The Form 4 is signed 09/18/2025.

Positive

• Retains substantial ownership: 219,340 shares directly and 1,824,590 shares indirectly, indicating continued alignment with shareholders
• Transaction appears administrative: Sale of 2,367 shares was for tax withholding on vested shares, per the form

Negative

• Insider sale reported: 2,367 shares disposed at $10.95 on 09/16/2025, which may attract investor attention despite being small
• Complex indirect ownership: Significant holdings held through trusts and affiliated entities could complicate control and governance analysis

Insights

Financial Analyst

TL;DR: Insider sold a small number of shares to cover taxes; retains substantial direct and indirect stake.

The reported disposition of 2,367 shares at $10.95 appears to be a routine withholding to satisfy tax obligations on vested shares rather than a market-directed sale for cash generation. Post-transaction direct ownership remains 219,340 shares with an additional 1,824,590 shares held indirectly through affiliated entities. For investors, the transaction signals limited immediate dilution or change in control; the scale of the sale is immaterial relative to total reported holdings, maintaining Portnoy's significant ownership position.

Corporate Governance Expert

TL;DR: Transaction reflects standard insider administration; disclosure clarifies direct and indirect ownership links.

The filing clearly states the sale was a tax-withholding disposition tied to vesting, which is a common and permitted practice under Rule 16b-3. Footnotes disclose that 116,532 shares are held by ABP Trust and 1,708,058 by Tremont Realty Capital LLC, with Portnoy identified as trustee and a controlling affiliate across related entities. The disclosure and signature provide transparent linkage between the reporting person and affiliated holders, which is important for governance and conflict-of-interest assessment.

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

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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)

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)
09/16/2025

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)		2,367	D	$10.95	219,340	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. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

2. 116,532 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. 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	09/18/2025
	** 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).
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FAQ

What did Adam D. Portnoy report on Form 4 for SEVN?

He reported disposing of 2,367 Common Shares at $10.95 per share on 09/16/2025 to satisfy a tax withholding obligation and signed the form on 09/18/2025.

How many SEVN shares does Portnoy own after the transaction?

Directly owns 219,340 Common Shares following the reported disposition.

What indirect holdings does the filing disclose for Portnoy in SEVN?

1,824,590 Common Shares are reported as indirectly owned through ABP Trust and Tremont Realty Capital LLC per the filing's footnotes.

Why were shares sold according to the Form 4?

The sale was to pay a tax liability by withholding securities incident to the vesting of issued shares, per the explanation on the form.

Does Portnoy disclaim beneficial ownership of the indirectly held shares?

Yes, the filing states Portnoy disclaims beneficial ownership of shares held by ABP Trust and affiliated entities except to the extent of his pecuniary interest.