Shareholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders' Equity

We have common shares available for issuance under the terms of our equity compensation plan adopted in 2012, as amended, or the 2012 Plan. During the years ended December 31, 2024, 2023 and 2022, we awarded to our officers and certain other employees of The RMR Group LLC, or RMR, and certain employees of AlerisLife annual share awards of 881,767, 800,000 and 707,000 of our common shares, respectively, valued at $2,954, $1,864 and $919, in aggregate, respectively. In accordance with our Trustee compensation arrangements, we also awarded each of our then Trustees 37,037 common shares with an aggregate value of $630 ($90 per Trustee), 20,000 common shares with an aggregate value of $244 ($35 per Trustee) and 20,000 common shares with an aggregate value of $300 ($43 per Trustee) in 2024, 2023 and 2022, respectively. Also in September 2023, in connection with the election of one of our Trustees, we awarded 20,000 of our common shares to this Trustee with a value of $45. The values or numbers, as applicable, of the share awards were based upon the closing price of our common shares trading on The Nasdaq Stock Market LLC, or Nasdaq, on the dates of awards. The common shares awarded to our Trustees vested immediately. The common shares awarded to our officers and certain other employees of RMR and certain employees of AlerisLife vest in five equal annual installments beginning on the date of award. We recognize share forfeitures as they occur and include the value of awarded shares in general and administrative expenses in our consolidated statements of comprehensive income (loss) ratably over the vesting period. At December 31, 2024, 1,090,392 of our common shares remain available for issuance under the 2012 Plan.

A summary of shares awarded, forfeited, vested and unvested under the terms of the 2012 Plan from January 1, 2022 to December 31, 2024 is as follows:

	Number of Shares	Weighted Average Award Date Fair Value
Unvested shares at December 31, 2021	845,620	$	4.07
Shares awarded in 2022	847,000	$	1.44
Shares vested / forfeited in 2022	(576,620)	$	3.24
Unvested shares at December 31, 2022	1,116,000	$	2.50
Shares awarded in 2023	960,000	$	2.24
Shares vested / forfeited in 2023	(847,800)	$	2.53
Unvested shares at December 31, 2023	1,228,200	$	2.28
Shares awarded in 2024	1,141,026	$	3.14
Shares vested / forfeited in 2024	(1,049,225)	$	2.54
Unvested shares at December 31, 2024	1,320,001	$	2.80

The 1,320,001 unvested shares as of December 31, 2024 are scheduled to vest as follows:

	Unvested Shares
2025	461,850
2026	384,657
2027	297,450
2028	176,044
Total	1,320,001

As of December 31, 2024, the estimated future compensation for the unvested shares was $3,323 based on the adjusted award date fair value of these shares. At December 31, 2024, the weighted average period over which the compensation expense will be recorded is approximately 1.9 years.

During the years ended December 31, 2024, 2023 and 2022, we recorded share based compensation expense of $2,747, $1,840 and $1,733, respectively.

During the years ended December 31, 2024, 2023 and 2022, we purchased an aggregate of 268,221, 184,344 and 133,752 of our common shares, respectively, from certain of our Trustees and officers and certain other current and former officers and employees of RMR and certain employees of AlerisLife, in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

A summary of cash distributions paid to common shareholders, for federal income tax purposes, are as follows for the periods presented:

	Annual Per				Characterization of Distribution
	Share		Total		Ordinary		Capital		Return of
Year	Distribution		Distribution		Income		Gain		Capital
2024	$	0.04	$	9,627	—	%	—	%	100.0	%
2023	$	0.04	$	9,595	—	%	—	%	100.0	%
2022	$	0.04	$	9,568	—	%	14.0	%	86.0	%

On January 16, 2025, we declared a quarterly distribution to common shareholders of record on January 27, 2025 of $0.01 per share, or approximately $2,413. We paid this distribution on February 20, 2025 using cash on hand.