| Summary of shares subject to outstanding awards |
The following details the shares subject to awards that are outstanding under the Plans as of September 30, 2026: | | | | | | | | | Restricted Stock | | RSUs | | Totals | 2025 Incentive Plan | | 154,395 | | 181,825 | | 336,220 | 2022 Incentive Plan (a) | | 445,850 | | 87,500 | | 533,350 | 2019 Incentive Plan (a) | | 143,825 | | — | | 143,825 | Totals | | 744,070 | | 269,325 | | 1,013,395 |
| (a) | No additional awards may be granted under such plans. |
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| Summary of RSU activity and other material terms and conditions |
RSUs The following table reflects the activities involving RSUs: | | | | | | | | | | | | | | | 2026 Grant (a) | | 2025 Grant | | 2024 Grant | | | 2023 Grant | | 2022 Grant | | RSUs granted (b) | | 90,750 | | 91,075 | | 88,250 | | | 85,250 | | 85,350 | | RSUs vested | | — | | — | | — | | | 75,430 | (c) | 36,704 | (d) | RSUs forfeited | | — | | — | | 750 | (e) | | 9,820 | (f) | 48,646 | (g) | RSUs outstanding | | 90,750 | | 91,075 | | 87,500 | | | — | | — | | Vesting date (h)(i) | | 6/30/2029 | | 6/30/2028 | | 6/30/2027 | | | 6/30/2026 | | 6/30/2025 | |
| (a) | These shares were deemed granted in July 2026. |
| (b) | The shares underlying the RSUs are excluded from the shares shown as outstanding on the balance sheet until they have vested and been issued. |
| (c) | Such shares were issued in August 2026. |
| (d) | Such shares were issued in August 2025. |
| (e) | Such shares were forfeited in May 2025 as the recipient did not maintain a relationship with the Company during the applicable three-year performance cycle. |
| (f) | Of the 9,820 shares, (i) 9,070 shares were not earned and forfeited as of June 30, 2026 because the applicable performance conditions had not been satisfied and (ii) 750 shares were forfeited in May 2025 as the recipient did not maintain a relationship with the Company during the applicable three-year performance cycle. |
| (g) | Of the 48,646 shares, (i) 46,536 shares were not earned and forfeited as of June 30, 2025 because the applicable performance and market conditions had not been satisfied and (ii) 2,110 shares were forfeited in 2023 due to the retirement of an executive officer before the completion of the applicable three-year performance cycle |
| (h) | Generally, the recipient must maintain a relationship with the Company during the applicable three-year performance cycle. |
| (i) | RSUs vest upon satisfaction of metrics related to average annual total stockholder return (“TSR Metric”) and average annual return on capital (“ROC Metric”; together with the TSR Metric, the “Metrics”) and are issued to the extent the Compensation Committee determines that the Metrics with respect to the vesting of such shares have been satisfied. |
The Metrics and other material terms and conditions of the RSUs are as follows: | | | | | | | | | | | | | | | Performance Criteria (a) | Year RSU Granted | | Metric | | Weight | | Minimum | | Maximum | 2023 - 2026 (b)(c)(d) | | ROC Metric (e) | | 50% | | Average annual of at least 6.0% | | Average annual of at least 8.75% | | | TSR Metric (f) | | 50% | | Average annual of at least 6.0% | | Average annual of at least 11.0% |
| (a) | If the Metrics fall between the applicable minimum and maximum performance criteria, a pro-rata portion of such units (as calculated pursuant to the applicable award agreement), as applicable, vest. |
| (b) | The RSUs are not entitled to voting rights. |
| (c) | Upon vesting, the holders of such RSUs receive an amount equal to the dividends that would have been paid on the underlying shares had such shares been outstanding during the three-year performance cycle. As of September 30, 2026 and December 31, 2025, the Company accrued an aggregate of $395,000 and $474,000 of dividend equivalents, respectively, for the unvested RSUs based on the number of shares, underlying such RSUs, that would have been issued using performance and market assumptions determined at such dates. |
| (d) | In August 2026, the Company paid the holders of the RSUs granted in 2023 an aggregate of approximately $407,000 with respect to the dividend equivalent rights on the vested 75,430 shares. |
| (e) | The ROC Metrics meet the definition of a performance condition. Fair value is based on the market value on the date of grant. For ROC Awards, the Company does not recognize expense when performance conditions are not expected to be met; such performance assumptions are re-evaluated quarterly. |
| (f) | The TSR Metrics meet the definition of a market condition. A third-party appraiser prepares a Monte Carlo simulation pricing model to determine the fair value of such awards, which is recognized ratably over the three-year service period. For the 2026 TSR awards, the per unit or share fair value was estimated using the following assumptions: an expected life of three years, a dividend rate of 7.30%, a risk-free interest rate of 3.99% - 4.33% and an expected volatility of 17.44% - 21.54%. |
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| Summary of the activity of the Plans |
The following is a summary of the activity of the Plans: | | | | | | | | | | | | | | | | Three Months Ended | | Nine Months Ended | | | | September 30, | | September 30, | | | | 2026 | | 2025 | | 2026 | | 2025 | | Restricted stock: | | | | | | | | | | | | | | Number of shares granted | | | — | | | — | | | 161,285 | | | 154,390 | | Average per share grant price | | $ | — | | $ | — | | $ | 21.17 | | $ | 25.52 | | Deferred compensation to be recognized over vesting period | | $ | — | | $ | — | | $ | 3,414,000 | | $ | 3,940,000 | | | | | | | | | | | | | | | | Number of non-vested shares: | | | | | | | | | | | | | | Non-vested beginning of the period | | | 744,250 | | | 738,695 | | | 728,795 | | | 727,140 | | Grants | | | — | | | — | | | 161,285 | | | 154,390 | | Vested during the period | | | — | | | — | | | (145,830) | | | (140,800) | | Forfeitures | | | (180) | | | — | | | (180) | | | (2,035) | | Non-vested end of the period | | | 744,070 | | | 738,695 | | | 744,070 | | | 738,695 | | | | | | | | | | | | | | | | RSUs: | | | | | | | | | | | | | | Number of underlying shares granted | | | 90,750 | | | 91,075 | | | 90,750 | | | 91,075 | | Average per share grant price | | $ | 24.82 | | $ | 24.05 | | $ | 24.82 | | $ | 24.05 | | Deferred compensation to be recognized over vesting period | | $ | 1,348,000 | | $ | 1,304,000 | | $ | 1,348,000 | | $ | 1,304,000 | | | | | | | | | | | | | | | | Number of non-vested shares: | | | | | | | | | | | | | | Non-vested beginning of the period | | | 178,575 | | | 172,000 | | | 263,075 | | | 256,740 | | Grants | | | 90,750 | | | 91,075 | | | 90,750 | | | 91,075 | | Vested during the period | | | — | | | — | | | (75,430) | | | (36,704) | | Forfeitures | | | — | | | — | | | (9,070) | | | (48,036) | | Non-vested end of the period | | | 269,325 | | | 263,075 | | | 269,325 | | | 263,075 | | | | | | | | | | | | | | | | Restricted stock and RSU grants (based on grant price): | | | | | | | | | | | | | | Weighted average per share value of non-vested shares | | $ | 24.77 | | $ | 24.33 | | $ | 24.77 | | $ | 24.33 | | Value of stock vested during the period | | $ | — | | $ | — | | $ | 4,505,000 | | $ | 4,922,000 | | Weighted average per share value of shares forfeited during the period | | $ | 22.76 | | $ | — | | $ | 20.37 | | $ | 26.22 | | | | | | | | | | | | | | | | Total charge to operations: | | | | | | | | | | | | | | Outstanding restricted stock grants | | $ | 920,000 | | $ | 957,000 | | $ | 2,879,000 | | $ | 2,820,000 | | Outstanding RSUs | | | 474,000 | | | 442,000 | | | 1,029,000 | | | 1,221,000 | | Total charge to operations | | $ | 1,394,000 | | $ | 1,399,000 | | $ | 3,908,000 | | $ | 4,041,000 | |
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