Shareholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Share Awards

We have common shares available for issuance under the terms of our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan. During the years ended December 31, 2022, 2021 and 2020, we awarded to our officers and other employees of RMR annual share awards of 141,200, 117,800 and 108,600 of our common shares, respectively, valued at $2,470, $2,994 and $2,502, in aggregate, respectively. We also awarded each of our then Trustees 3,500 of our common shares in each of 2022, 2021 and 2020 as part of their annual compensation. These awards had aggregate values of $593 ($66 per Trustee), $837 ($105 per Trustee) and $745 ($93 per Trustee) in 2022, 2021 and 2020, respectively. The values of the share awards were based upon the closing price of our common shares trading on Nasdaq on the date of award. The common shares awarded to our officers and certain other employees of RMR vest in five equal annual installments beginning on the date of award. The common shares awarded to our Trustees vest immediately. We recognize share forfeitures as they occur and include the value of awarded shares in general and administrative expenses ratably over the vesting period.

A summary of shares awarded, forfeited, vested and unvested under the terms of the 2009 Plan for the years ended December 31, 2022, 2021 and 2020, is as follows:

	2022			2021			2020
	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 at beginning of year	182,224	$	26.23	157,521	$	29.26	106,680	$	40.16
Awarded	172,700	$	17.74	145,800	$	26.28	136,600	$	23.77
Forfeited	(1,900)	$	25.97	(700)	$	25.97	(586)	$	43.75
Vested	(121,723)	$	23.24	(120,397)	$	30.24	(85,173)	$	34.02
Unvested at end of year	231,301	$	21.47	182,224	$	26.23	157,521	$	29.26

The 231,301 unvested shares as of December 31, 2022 are scheduled to vest as follows: 84,941 shares in 2023, 67,620 shares in 2024, 50,500 shares in 2025 and 28,240 shares in 2026. As of December 31, 2022, the estimated future compensation expense for the unvested shares was $4,343. The weighted average period over which the compensation expense will be recorded is approximately 22 months. During the years ended December 31, 2022, 2021 and 2020, we recorded $2,905, $2,868 and $3,315, respectively, of compensation expense related to the 2009 Plan. At December 31, 2022, 847,631 of our common shares remained available for issuance under the 2009 Plan.

Share Purchases

During the years ended December 31, 2022, 2021 and 2020, we purchased 30,821, 37,801 and 19,589 of our common shares, respectively, valued at weighted average share prices of $17.54, $26.55 and $22.15 per common share, respectively, from certain of our current and former Trustees and officers and certain current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

Distributions

During the years ended December 31, 2022, 2021 and 2020, we paid distributions on our common shares as follows:

	Annual Per Share Distribution		Total Distributions		Characterization of Distributions
Year					Return of Capital	Ordinary Income	Qualified Dividend
2022	$	2.20	$	106,630	62.68%	37.32%	—%
2021	$	2.20	$	106,368	—%	100.00%	—%
2020	$	2.20	$	106,121	—%	100.00%	—%

On January 12, 2023, we declared a regular quarterly distribution payable to common shareholders of record on January 23, 2023 in the amount of $0.55 per share, or approximately $26,700. We expect to pay this distribution on or about February 16, 2023.