Shareholders' Equity

12 Months Ended

Dec. 31, 2024

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, 2024 and 2023, we awarded to our officers and other employees of RMR annual share awards of 544,555 and 210,300 of our common shares, respectively, valued at $1,160 and $1,211, in

aggregate, respectively. During the years ended December 31, 2024 and 2023, we awarded each of our nine Trustees, in accordance with our Trustee compensation arrangements, 11,627 and 3,500 of our common shares, respectively. These awards had aggregate values of $225 ($25 per Trustee) and $249 ($28 per Trustee) in 2024 and 2023, respectively. The values of the share awards were based upon the closing price of our common shares 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, 2024 and 2023, is as follows:

	2024			2023
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	288,681	$	12.01	231,301	$	21.47
Awarded	649,198	$	2.14	241,800	$	6.04
Forfeited	—	$	—	(3,700)	$	17.31
Vested	(346,000)	$	6.62	(180,720)	$	16.00
Unvested at end of year	591,879	$	4.32	288,681	$	12.01

The 591,879 unvested shares as of December 31, 2024 are scheduled to vest as follows: 176,976 shares in 2025, 162,596 shares in 2026, 143,675 shares in 2027 and 108,632 shares in 2028. As of December 31, 2024, the estimated future compensation expense for the unvested shares was $2,222. The weighted average period over which the compensation expense will be recorded is approximately 23 months. During the years ended December 31, 2024 and 2023, we recorded $1,662 and $2,257, respectively, of compensation expense related to the 2009 Plan. At December 31, 2024, 94,000 of our common shares remained available for issuance under the 2009 Plan.

Share Purchases

During the years ended December 31, 2024 and 2023, we purchased 85,338 and 48,329 of our common shares, respectively, valued at weighted average share prices of $2.25 and $6.08 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 prior awards of our common shares.

Distributions

During the years ended December 31, 2024 and 2023, 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
2024	$	0.04	$	2,033	100.00%	—%	—%
2023	$	1.30	$	63,187	100.00%	—%	—%

On January 16, 2025, we declared a quarterly cash distribution payable to common shareholders of record on January 27, 2025 in the amount of $0.01 per share, or approximately $698. We expect to pay this distribution on or about February 20, 2025.