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Shareholders' Equity and Loss Per Common Share
9 Months Ended
Sep. 30, 2025
Shareholders' Equity and Loss Per Common Share  
Shareholders' Equity and Loss Per Common Share

14.Shareholders' Equity and Loss Per Common Share

Common Shares Repurchased

Our Board of Trustees has authorized the repurchase of up to $2.0 billion of our outstanding common shares. During the three and nine months ended September 30, 2025, we repurchased and retired 3.1 million and 26.4 million common shares for $62.9 million and $435.3 million, a weighted average purchase price per share of $20.21 and $16.46. During the three and nine months ended September 30, 2024, we repurchased and retired 3.1 million and 10.8 million common shares for $50.2 million and $168.1 million, a weighted average purchase price per share of $16.23 and $15.61. Since we began the share repurchase program through September 30, 2025, we have repurchased and retired 83.2 million common shares for $1.6 billion, a weighted average purchase price per share of $18.78.

During the fourth quarter of 2025, through October 24, 2025, we repurchased and retired 383,758 common shares for $7.9 million, a weighted average purchase price per share of $20.49, pursuant to a repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

Loss Per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding during the period. Unvested share-based compensation awards that entitle holders to receive non-forfeitable distributions are considered participating securities. Consequently, we are required to apply the two-class method of computing basic and diluted earnings (loss) that would otherwise have been available to common shareholders. Under the two-class method, earnings for the period are allocated between common shareholders and participating securities based on their respective rights to receive dividends. During periods of net loss, losses are allocated only to the extent the participating securities are required to absorb their share of such losses. Distributions to participating securities in excess of their allocated income or loss are shown as a reduction to net income (loss) attributable

to common shareholders. Diluted earnings (loss) per common share reflects the potential dilution of the assumed exchange of various unit and share-based compensation awards into common shares to the extent they are dilutive.

The following summarizes the calculation of basic and diluted loss per common share and reconciles net loss to the amounts of net loss available to common shareholders used in calculating basic and diluted loss per common share:

Three Months Ended September 30, 

Nine Months Ended September 30, 

2025

    

2024

X

2025

    

2024

(In thousands, except per share amounts)

Net loss

$

(35,012)

$

(31,309)

$

(111,891)

$

(106,913)

Net loss attributable to redeemable noncontrolling interests

6,457

 

4,365

 

18,375

 

12,353

Net (income) loss attributable to noncontrolling interests

 

(36)

 

 

10,931

Net loss attributable to common shareholders

(28,555)

(26,980)

(93,516)

(83,629)

Distributions to participating securities

(449)

(439)

 

(903)

 

(1,596)

Net loss available to common shareholders - basic and diluted

$

(29,004)

$

(27,419)

$

(94,419)

$

(85,225)

Weighted average number of common shares outstanding - basic and diluted

60,606

85,292

 

70,062

 

89,637

Loss per common share - basic and diluted

$

(0.48)

$

(0.32)

$

(1.35)

$

(0.95)

The effect of the redemption of OP Units, Time-Based LTIP Units, fully vested LTIP Units and special equity awards that were outstanding as of September 30, 2025 and 2024 is excluded in the computation of diluted loss per common share as the assumed redemption of such units for common shares on a one-for-one basis was antidilutive (the assumed redemption of these units would have no impact on the determination of diluted loss per share). Since OP Units, Time-Based LTIP Units, LTIP Units and special equity awards, which are held by noncontrolling interests, are attributed gains at an identical proportion to the common shareholders, the gains attributable and their equivalent weighted average impact are excluded from loss available to common shareholders and from the weighted average number of common shares outstanding in calculating diluted loss per common share. AO LTIP Units, Performance-Based LTIP Units, formation awards and RSUs, which totaled 7.9 million and 8.0 million for the three and nine months ended September 30, 2025, and 7.9 million for three and nine months ended September 30, 2024, were excluded from the calculation of diluted loss per common share as they were antidilutive, but could be dilutive in the future.

Dividends Declared in October 2025

On October 23, 2025, our Board of Trustees declared a quarterly dividend of $0.175 per common share, payable on November 20, 2025 to shareholders of record as of November 6, 2025.

Issuance of Class B Common Shares ("Class B Shares")

Effective October 27, 2025, 30.0 million authorized but unissued common shares were reclassified as Class B common shares, and on October 27, 2025, we issued 13.9 million Class B Shares, with a par value of $0.01 per share, to certain LTIP Unit and OP Unit holders. Holders of Class B Shares will be entitled to vote on all matters submitted to our shareholders, with common shares and Class B Shares voting as a single class. Class B Shares will be automatically cancelled and redeemed upon the redemption of each corresponding OP Unit. Class B Shares will not be listed on any national securities exchange, and do not have any economic rights or rights to any dividends, distributions or proceeds upon our liquidation. Similarly, the Class B shares will be excluded from the calculation of earnings (loss) per common share as they do not participate in profits or losses.