Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

Common Share Awards

We have common shares available for issuance under the terms of our Amended and Restated 2021 Equity Compensation Plan, or the 2021 Plan. The values of the share awards are based upon the closing price of our common shares on Nasdaq on the date of award. The common shares awarded to our Trustees vest immediately. The common shares awarded to our officers and other employees of our Manager and of RMR LLC vest in five equal annual installments beginning on the date of award. We recognize the value of awarded shares in general and administrative expenses ratably over the vesting period. We recognize any share forfeitures as they occur.

On May 27, 2021, we awarded to each of our then five Trustees 3,000 of our common shares, valued at $12.10 per common share, the closing price of our common shares on Nasdaq on that day.

On October 1, 2021, we awarded to each of our then six Trustees 3,000 of our common shares, valued at $10.41 per common share, the closing price of our common shares on Nasdaq on that day.

On October 1, 2021, we awarded an aggregate of 83,000 of our common shares, valued at $10.41 per share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other employees of our Manager and of RMR LLC.

A summary of shares granted, forfeited, vested and unvested under the terms of the 2021 Plan for the year ended December 31, 2021 is as follows:

	2021
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested shares, beginning of year	—	$	—
Shares granted	116,000	$	10.63
Shares vested	(50,786)	$	10.89
Shares granted at the Effective Time of the Merger	26,370	$	10.31
Unvested shares, end of year	91,584	$	10.39

The 91,584 unvested shares as of December 31, 2021 are scheduled to vest as follows: 28,415 shares in 2022, 25,306 shares in 2023, 21,263 shares in 2024 and 16,600 shares in 2025.

As of December 31, 2021, the estimated future compensation expense for the unvested shares was $903. The weighted average period over which the compensation expense will be recorded is approximately 24 months. During the year ended December 31, 2021, we recorded $627 of compensation expense related to the 2021 Plan. At December 31, 2021, 363,160 of our common shares remained available for issuance under the 2021 Plan.

Common Share Purchases

During the year ended December 31, 2021, we purchased 5,530 of our common shares from certain former and current officers and employees of our Manager and RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares, valued at the closing price of our common shares on Nasdaq on the applicable purchase date. The aggregate value of common shares purchased during the year ended December 31, 2021 was $57.

Distributions

For the year ended December 31, 2021, we declared and paid distributions to common shareholders as follows:

Record Date	Payment Date	Distribution per Share		Total Distribution
April 26, 2021	May 20, 2021	$	0.15	$	1,530
July 26, 2021	August 19, 2021	0.15		1,532
September 7, 2021	September 29, 2021	0.15		1,533
		$	0.45	$	4,595

On January 13, 2022, we declared a quarterly distribution of $0.25 per common share, or $3,649, to shareholders of record on January 24, 2022. We expect to pay this distribution to our shareholders on or about February 17, 2022 using cash on hand.

Distributions per share paid by us to our common shareholders for the year ended December 31, 2021 were $0.45. The characterization of our distributions for 2021 was 79% ordinary income and 21% return of capital.