XML 38 R16.htm IDEA: XBRL DOCUMENT v3.25.0.1
Shareholders' Equity
12 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders’ Equity
Share Awards
We have common shares available for issuance under the terms of our Amended and Restated 2012 Equity Compensation Plan, or the 2012 Plan. During the years ended December 31, 2024, 2023 and 2022, we awarded shares to our Trustees, officers and other employees of RMR as follows:
YearNumber of SharesWeighted Average Grant Date Fair ValueWeighted Average Value of Grants
20241,031,329 $4.50 $4,641 
2023438,000 $7.88 $3,451 
2022433,500 $6.63 $2,874 
The value of the share awards were based upon the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the date of the awards. The common shares awarded to our Trustees vest immediately. The common shares awarded to our officers and certain other employees of RMR (in those capacities) vest in five equal annual installments beginning on the date of the award. Shares forfeited are recognized as they occur. Share awards are expensed ratably over the vesting period and the value of such share awards are included in general and administrative expense in our consolidated statements of comprehensive income (loss).
A summary of shares awarded, vested, forfeited and unvested under the terms of the 2012 Plan for the years ended December 31, 2024, 2023 and 2022 is as follows:
202420232022
Number
of
Shares
Weighted
Average
Grant Date
Fair Value
Number
of
Shares
Weighted
Average
Grant Date
Fair Value
Number
of
Shares
Weighted
Average
Grant Date
Fair Value
Unvested shares, beginning of year609,960 $7.88 588,830 $8.81 425,030 $11.93 
Shares awarded1,031,329 $4.50 438,000 $7.88 433,500 $6.63 
Shares vested(613,848)$6.23 (394,470)$9.21 (266,300)$10.20 
Shares forfeited(3,000)$6.75 (22,400)$8.91 (3,400)$12.08 
Unvested shares, end of year1,024,441 $5.47 609,960 $7.88 588,830 $8.81 
The 1,024,441 unvested shares as of December 31, 2024 are scheduled to vest as follows: 320,980 shares in 2025, 289,362 shares in 2026, 239,080 shares in 2027 and 175,019 shares in 2028. As of December 31, 2024, the estimated future compensation expense for the unvested shares was $5,021. The weighted average period over which the compensation expense will be recorded is approximately 24 months. During the years ended December 31, 2024, 2023 and 2022, we recorded $3,620, $3,417 and $2,775, respectively, of compensation expense related to the 2012 Plan.
At December 31, 2024, 217,189 of our common shares remain reserved for issuance under the 2012 Plan.
Share Purchases
During the years ended December 31, 2024, 2023 and 2022, we purchased our common shares from our officers and certain other current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of our common shares as follows:
YearAggregate Number
of Shares Purchased
Weighted Average
Purchase Price
Value
2024161,387 $4.65$751
202398,571 $8.14$802
202269,867 $6.72$470
Distributions
During the years ended December 31, 2024, 2023 and 2022, we paid distributions on our common shares as follows:
Annual Per Share DistributionTotal DistributionsCharacterization of Distributions
Year Ordinary IncomeCapital GainReturn of Capital
Qualified Dividend (1)
2024$0.61$101,150—%—%100.00%—%
2023$0.80$132,4309.30%86.15%4.55%6.25%
2022$0.23$38,044—%—%100.00%—%
(1)Qualified Dividends are a subset of, and included in, the Ordinary Income amount.
On January 16, 2025, we declared a regular quarterly distribution to common shareholders of record on January 27, 2025 of $0.01 per share, or $1,666. We paid this distribution on February 20, 2025.
Cumulative Other Comprehensive Income (Loss)
Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of Sonesta. See Notes 4, 5 and 9 for further information regarding this investment.