v3.26.1
Share-Based Payments
3 Months Ended
Mar. 31, 2026
Share-Based Payments  
Share-Based Payments

11.Share-Based Payments

LTIP Units and Time-Based LTIP Units

During the three months ended March 31, 2026, we granted to certain employees 1.2 million LTIP Units with time-based vesting requirements ("Time-Based LTIP Units") and a weighted average grant-date fair value of $14.87 per unit that vest ratably over four years subject to continued employment and require a three-year post vesting hold for named executive officers ("NEOs"). Compensation expense for these units is primarily recognized over a four-year period.

In January 2026, we granted 237,995 fully vested LTIP Units to certain employees who elected to receive all or a portion of their cash bonuses related to 2025 service as LTIP Units. The LTIP Units had a grant-date fair value of $13.76 per unit. Compensation expense totaling $3.3 million for these LTIP Units was recognized in 2025.

The aggregate grant-date fair value of the Time-Based LTIP Units and the LTIP Units granted during the three months ended March 31, 2026 was $20.8 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:

Expected volatility

  ​ ​

31.0 % to 36.0%

Risk-free interest rate

 

3.5%

Post-grant restriction periods

 

2 to 7 years

In April 2026, as part of their annual compensation, we granted to non-employee trustees a total of 157,207 fully vested LTIP Units, which includes LTIP Units elected in lieu of cash retainers, with a grant-date fair value of $11.92 per unit. The LTIP Units may not be sold while a trustee is serving on the Board of Trustees.

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

In January 2026, we granted to certain employees 603,614 performance-based AO LTIP Units with a grant-date fair value of $2.70 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 $18.37. The AO LTIP Units are subject to a total shareholder return modifier whereby the number of AO LTIP Units that will ultimately be earned will be increased or reduced by a flat 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 granted expire on the fifth anniversary of their grant date.

The aggregate grant-date fair value of the AO LTIP Units granted during the three months ended March 31, 2026 was $1.6 million, valued using Monte Carlo simulations based on the following significant assumptions:

Expected volatility

  ​ ​

32.0%

Dividend yield

 

4.1%

Risk-free interest rate

 

3.7%

Performance-Based LTIP Units

In January 2026, we granted to our NEOs 566,250 performance-based LTIP Units with share price appreciation targets ("Share Price Performance LTIP Units") and a grant-date fair value of $10.79 per unit that vest 50% on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date, subject to continued employment, based on achieving stated share prices over a five-year performance period that commences on the first anniversary of the grant date. The Share Price Performance LTIP Units are earned only if the shares trade at or above a threshold price for 60 consecutive days during the performance period. The threshold prices are $20, $22, $24, $26, and $28, at each of which 20% of the award is earned. Compensation expense for these units is being recognized over a four-year period.

The aggregate grant-date fair value of the Share Price Performance LTIP Units granted during the three months ended March 31, 2026 was $6.1 million, valued using Monte Carlo simulations based on the following significant assumptions:

Expected volatility

 

36.0%

Dividend yield

 

3.8%

Risk-free interest rate

 

3.8%

In January 2026, we also issued 975,914 performance-based LTIP Units with net operating income ("NOI") targets ("NOI-Based LTIP Units") to certain employees. The NOI-Based LTIP Units vest at the end of a three-year performance period contingent on our achievement of NOI targets. Achievement of NOI targets, set and measured annually by the Compensation Committee, may earn based on threshold (25%), target (50%), and maximum (100%) performance levels, based on the average of the performance achieved during the three-year performance period. The awards vest at the end of the performance period in February 2029 subject to Compensation Committee approval and continued employment. As the performance goals for subsequent years were 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, compensation expense for the awards

is expected to be recognized beginning in 2028, when all the targets are known and a grant-date fair value is established. The total unrecognized compensation expense related to unvested share-based payment arrangements disclosed below excludes the NOI-Based LTIP Units issued in 2026 and 2025.

Restricted Share Units ("RSUs")

In January 2026, we granted to certain non-executive employees 95,302 time-based RSUs with a grant-date fair value of $16.70 per unit. Vesting requirements and compensation expense recognition for the RSUs are primarily consistent with those of the Time-Based LTIP Units granted in 2026. The aggregate grant-date fair value of the RSUs was $1.6 million. The RSUs were valued based on the closing common share price on the grant date.

ESPP

Pursuant to the ESPP, employees purchased 19,165 common shares for $238,000 during the three months ended March 31, 2026, valued using the Black-Scholes model based on the following significant assumptions:

Expected volatility

  ​ ​

29.0%

Risk-free interest rate

 

3.7%

Expected life

3 months

Share-Based Compensation Expense

The following table summarizes share-based compensation expense:

Three Months Ended March 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

 

(In thousands)

Time-Based LTIP Units

$

5,211

$

4,813

AO LTIP Units and Performance-Based LTIP Units

 

1,698

 

1,347

Other equity awards (1)

 

1,351

 

1,277

Total share-based compensation expense

 

8,260

 

7,437

Less: amount capitalized

 

(227)

 

(272)

Share-based compensation expense

$

8,033

$

7,165

(1)Primarily comprising compensation expense for: (i) fully vested LTIP Units issued to certain employees in lieu of all or a portion of any cash bonuses earned, (ii) RSUs and (iii) shares issued under our ESPP.

As of March 31, 2026, we had $32.9 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 2.1 years.