We do not have any formal policy that requires us to grant, or avoid granting, equity awards to our executive officers at certain times. We typically grant annual equity awards to our executive officers in January or February, with the dates for the committee meetings to approve these annual awards set in advance on a fairly consistent schedule each year. The timing of any non-routine equity grants to executive officers, including new hires and entry into new employment agreements, are typically tied to the event giving rise to the award. As a result, we do not time the disclosure of material non-public information for the purpose of affecting the value or exercise price of our equity awards, including stock options or Class O LTIP units.

As part of our overall compensation program, we do not typically grant stock options or option-like equity awards to our executive officers. However, as disclosed in the table below, our CEO Mr. Holliday received a retention performance incentive grant of Class O LTIP units in connection with entering into his new employment agreement on December 27, 2024. We subsequently filed a Form 8-K relating to such grant and the new employment agreement on December 31, 2024.

Name			Grant date			Number of securities underlying the award						Exercise price of the award ($/Unit)						Grant date fair value of the award						Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Marc Holliday			December 27, 2024					217,917(1)					$	68.07					$	4,499,986						3.18%

(1)

This grant of Class O LTIP units was awarded in connection with the extension of Mr. Holliday’s employment. This grant reflects an award of Class O LTIP units with a mandatory conversion date that is 10 years after the date of grant, which vests in three equal installments on each of December 31, 2025, December 31, 2026 and December 31, 2027, subject to continued employment. In addition, the Class O LTIP units are subject to performance-based vesting conditions and will only be eligible for conversion if the average per share price of our common stock equals or exceeds $100.00 as of any trailing twenty trading day period between the grant date and the fifth anniversary thereafter. The conversion threshold for the Class O LTIP units, which is equivalent to the exercise price for a stock option, was determined by reference to the fair market value under our Fifth Amended and Restated 2005 Stock Option and Incentive Plan of one share of our common stock, meaning, in this instance, the closing stock price of one share of our common stock on the NYSE on December 26, 2024, the last preceding trading date prior to the grant date.

Award Timing Predetermined

true

Award Timing, How MNPI Considered

we do not time the disclosure of material non-public information for the purpose of affecting the value or exercise price of our equity awards, including stock options or Class O LTIP units.

Awards Close in Time to MNPI Disclosures, Table

Name			Grant date			Number of securities underlying the award						Exercise price of the award ($/Unit)						Grant date fair value of the award						Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Marc Holliday			December 27, 2024					217,917(1)					$	68.07					$	4,499,986						3.18%

(1)

This grant of Class O LTIP units was awarded in connection with the extension of Mr. Holliday’s employment. This grant reflects an award of Class O LTIP units with a mandatory conversion date that is 10 years after the date of grant, which vests in three equal installments on each of December 31, 2025, December 31, 2026 and December 31, 2027, subject to continued employment. In addition, the Class O LTIP units are subject to performance-based vesting conditions and will only be eligible for conversion if the average per share price of our common stock equals or exceeds $100.00 as of any trailing twenty trading day period between the grant date and the fifth anniversary thereafter. The conversion threshold for the Class O LTIP units, which is equivalent to the exercise price for a stock option, was determined by reference to the fair market value under our Fifth Amended and Restated 2005 Stock Option and Incentive Plan of one share of our common stock, meaning, in this instance, the closing stock price of one share of our common stock on the NYSE on December 26, 2024, the last preceding trading date prior to the grant date.

Awards Close in Time to MNPI Disclosures

Underlying Securities

217,917

Fair Value as of Grant Date | $

$ 4,499,986