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SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

Form 8-A

 

For Registration of Certain Classes of Securities

 

Pursuant to Section 12(b) or (g) of the

 

Securities Exchange Act of 1934

 

Seven Hills Realty Trust

(Exact name of registrant as specified in its charter)

 

Maryland   20-4649929
(State of incorporation of organization)   (IRS Employer Identification No.)

 

Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458
  02458-1634
(Address of principal executive offices)   (Zip Code)

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement file number to which this Form relates:    

333-290401

(If applicable)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be registered   Name of Exchange on which class is to be
registered
Rights to purchase Common Shares of Beneficial Interest, $0.001 par value per share   The Nasdaq Stock Market LLC

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None.

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered

 

A description of the rights to purchase common shares of beneficial interest, $0.001 par value per share, to be registered hereunder is contained in the section entitled “The Offering — Terms of the Offering” in the prospectus supplement filed by Seven Hills Realty Trust (the “Company”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on October 30, 2025, including all amendments thereto, and is incorporated herein by reference.

 

Item 2. Exhibits

 

Exhibit
Number
  Exhibit Description
3.1   Declaration of Trust of the Company, dated December 21, 2021. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by the Company on December 22, 2021.)
     
3.2   Second Amended and Restated Bylaws of the Company, as of May 30, 2024. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by the Company on June 3, 2024.)
     
4.1   Form of Subscription Rights Certificate.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, hereto duly authorized.

 

  SEVEN HILLS REALTY TRUST
   
  By: /s/ Matthew C. Brown
  Name: Matthew C. Brown
  Title: Chief Financial Officer and Treasurer

 

Date: November 7, 2025