11.Share-Based Payments

LTIP Units and Time-Based LTIP Units

During the six months ended June 30, 2025, we granted to certain employees 739,391 LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $13.59 per unit that vest ratably over four years subject to continued employment and require a three-year post vesting hold for named executive officers. Compensation expense for these units is primarily recognized over a four-year period.

In January 2025, we granted 162,301 fully vested LTIP Units to certain employees who elected to receive all or a portion of their cash bonuses related to 2024 service as LTIP Units. The LTIP Units had a grant-date fair value of $12.77 per unit. Compensation expense totaling $2.1 million for these LTIP Units was recognized in 2024.

In April 2025, as part of their annual compensation, we granted to non-employee trustees a total of 160,713 fully vested LTIP Units with a grant-date fair value of $11.66 per unit, which includes LTIP Units elected in lieu of cash retainers. The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the six months ended June 30, 2025 was $14.0 million. The Time-Based LTIP Units and the LTIP Units were valued based on the closing common share price on the grant date, less a discount for post-grant restrictions. The discount was determined using Monte Carlo simulations based on the following significant assumptions:

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Appreciation-Only LTIP Units ("AO LTIP Units")

In January 2025, we granted to certain employees 549,292 performance-based AO LTIP Units with a grant-date fair value of $2.69 per unit. The AO LTIP Units provide for a share of appreciation determined by the increase in the value of a common share at the time of conversion over the participation threshold of $16.98. The AO LTIP Units are subject to a TSR modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by 25%. The AO LTIP Units have a three-year performance period with 50% of the AO LTIP Units earned vesting at the end of the three-year performance period and the remaining 50% vesting on the fourth anniversary of the grant date, subject to continued employment. The AO LTIP Units expire on the fifth anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the six months ended June 30, 2025 was $1.5 million, valued using Monte Carlo simulations based on the following significant assumptions:

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Performance-Based LTIP Units

In January 2025, we issued 957,000 LTIP Units with performance-based vesting requirements ("Performance-Based LTIP Units") to certain employees. The Performance-Based LTIP Units vest at the end of a three-year performance period contingent on our achievement of net operating income ("NOI") targets set and measured annually by the Compensation Committee and subject to continued employment. While the targets are set and measured annually, the awards vest and the related compensation expense is expected to be recognized in 2027 based on the average of the actual performance achieved during the prior three years. Achievement levels for the Performance-Based LTIP Units are set for threshold, at which 25% of the awards may be earned, target, at which 50% of the awards may be earned and maximum performance, at which all the awards are earned. As the performance goals for subsequent years are not set at the time of issuance, the awards are not considered granted for accounting purposes and therefore do not have a grant-date fair value. Accordingly, the total unrecognized compensation expense related to unvested share-based payment arrangements disclosed below excludes the Performance-Based LTIP Units issued in 2025.

Restricted Share Units ("RSUs")

In January 2025, we granted to certain non-executive employees 98,029 time-based RSUs with a grant-date fair value of $15.44 per unit. Vesting requirements and compensation expense recognition for the RSUs are primarily consistent with those of the Time-Based LTIP Units granted in 2025. The aggregate grant-date fair value of the RSUs was $1.5 million. The RSUs were valued based on the closing common share price on the date of grant.

ESPP

Pursuant to the ESPP, employees purchased 36,582 common shares for $488,000 during the six months ended June 30, 2025, valued using the Black-Scholes model based on the following significant assumptions:

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Share-Based Compensation Expense

The following is a summary of share-based compensation expense:

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As of June 30, 2025, we had $21.3 million of total unrecognized compensation expense related to unvested share-based payment arrangements, which is expected to be recognized over a weighted average period of 1.9 years.