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Repurchase of Shares
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Repurchase of Shares Share Based Compensation
Incentive Award Plan
On April 28, 2016, the board of directors adopted, ratified and approved the Highlands REIT, Inc. 2016 Incentive Award Plan (the “Incentive Award Plan”) under which the Company may grant cash and equity-based incentive awards to eligible employees, directors, and consultants. Prior to the Company’s spin-off from InvenTrust, the board of directors of the Company (then a wholly-owned subsidiary of InvenTrust) adopted, and InvenTrust, as the sole stockholder of Highlands, approved, the Incentive Awards Plan.
Under the Incentive Award Plan, the Company was initially authorized to grant up to 43,000 shares of the Company’s common stock pursuant to awards under the Incentive Award Plan. On August 12, 2021, the board of directors increased the authorized number of shares of its common stock under the Incentive Award Plan from 43,000 to 67,000 pursuant to that certain Second Amendment to Highlands REIT, Inc. 2016 Incentive Award Plan. On December 15, 2025, the board of directors increased the
number of authorized shares from 67,000 to 150,000 pursuant to that certain Third Amendment to Highlands REIT, Inc. 2016 Incentive Award Plan. As of June 30, 2026, 81,340 shares were available for future issuance under the Incentive Award Plan.
During the six months ended June 30, 2026, the Company granted 448 shares of common stock with an aggregate value of $130 based on an estimated net asset value per share of $0.29. During the six months ended June 30, 2025, the Company granted 1,790 shares of common stock with an aggregate value of $555 based on an estimated net asset value per share of $0.31.
The Company recognized stock-based compensation expense for the six months ended June 30, 2026 and 2025 of $130 and $570, respectively, related to the Incentive Award Plan. For the six months ended June 30, 2025, the Company paid $216 related to withholding for share-based compensation. No withholding taxes were paid during the six months ended June 30, 2026.
Repurchase of Shares
There were no common share repurchases during the six months ended June 30, 2026. Common share repurchases during the year ended December 31, 2025 were as follows:
DateTotal Number of Shares PurchasedAverage Price Paid Per Share
December 29, 20252,732 $0.31 
October 21, 2025198 0.31 
May 19, 2025100 0.28 
May 7, 20256,698 0.28 
April 29, 2025429 0.31 
April 21, 2025220 0.31 
Total10,377 $0.29 
On December 29, 2025, we withheld 2,732 shares from employees to satisfy estimated statutory income tax obligations related to the annual employee stock grant. On October 21, 2025, April 29, 2025 and April 21, 2025, we withheld 198, 429 and 220 shares, respectively, from certain employees to satisfy estimated statutory income tax obligations related to the stock grants made to those employees in connection with their employment agreements. The value of the common shares withheld for each of these employee stock grants was based on the estimated share value as determined effective December 15, 2024.
On May 19, 2025, in connection with the retirement of one of the Company’s employees, the Company agreed to repurchase and retire 100 shares at a price of $0.28 per share (a discount from the most recent share valuation at the time of the repurchase of $0.31 per share).
On May 7, 2025, in connection with the separation and consulting agreement entered into with our former Chief Executive Officer, Richard Vance we repurchased and retired 6,698 of his total owned shares, at a price of $0.28 per share (a discount from the most recent share valuation at the time of the repurchase of $0.31 per share).
The Company accounts for stock repurchases in accordance with ASC 505 “Equity” by allocating the repurchase price to common stock and additional paid in capital on the consolidated balance sheets. Under Maryland corporate law, our state of incorporation, there is no concept of treasury shares. As a result, all repurchased shares are retired and returned to the status of authorized but unissued shares upon settlement.