In April 2013, the Board of Directors adopted the EastGroup Properties, Inc. 2013 Equity Incentive Plan (the “2013 Equity Plan”) upon the recommendation of the Compensation Committee of the Company's Board of Directors (the “Committee”); the 2013 Equity Plan was approved by the Company’s stockholders and became effective May 29, 2013. The 2013 Equity Plan was further amended by the Board of Directors in March 2017. The 2013 Equity Plan permitted the grant of awards to employees and directors with respect to 2,000,000 shares of common stock.

In April 2023, the Board of Directors adopted the EastGroup Properties, Inc. 2023 Equity Incentive Plan (the “2023 Equity Plan”) upon the recommendation of the Committee; the 2023 Equity Plan was approved by the Company’s stockholders and became effective May 25, 2023. The 2023 Equity Plan permits the grant of awards to employees and directors with respect to 1,500,000 shares of common stock.

The Company’s restricted stock program is designed to provide incentives for management to achieve goals established by the Committee. The awards act as a retention device, as they vest over time, allowing participants to benefit from dividends on shares as well as potential stock appreciation. Equity awards align management’s interests with the long-term interests of shareholders.

The Committee approves long-term and annual equity compensation awards for the Company’s executive officers. The vesting periods of the Company’s restricted stock plans vary, as determined by the Committee. Restricted stock is granted to executive officers subject to both continued service and the satisfaction of certain annual performance goals and multi-year market conditions as determined by the Committee.

The long-term compensation awards include components based on the Company’s total shareholder return over the upcoming three-year period and the employee’s continued service as of the vesting dates. The total shareholder return component is subject to bright-line tests that compare the Company’s total shareholder return to the Nareit Equity Index and to the member companies of the Nareit industrial index.


	2024 Award			2023 Award		2022 Award

Valuation date	2/26/2024			3/2/2023		3/3/2022
Risk-free interest rate	4.65		%	4.68	%	1.64	%
Expected share price volatility for the Company	22.85		%	31.01	%	30.01	%
Expected share price volatility for peer group companies - low end of range	20.46		%	27.31	%	26.32	%
Expected share price volatility for peer group companies - high end of range	62.79		%	51.26	%	50.10	%
Expected dividend yield	2.84		%	3.02	%	2.27	%
Number of simulation paths	1,000,000			1,000,000		1,000,000
Grant date fair value (in thousands)	$	4,442		4,885		2,912

The risk-free interest rate is based on zero coupon risk-free rates matching the three-year time period of the market performance period. The expected share price volatilities are based on a mix of the historical and implied volatilities of the Company and the peer group companies. The expected dividend yield is based on the expected annual cash dividend as of the valuation date divided by the Company’s stock price on the valuation date. These market based awards are expensed on a straight-line basis over the requisite service period (75% vests at the end of the three-year performance period and 25% vests the following year).

2024 Award

2023 Award

2022 Award

2021 Award

Grant date

2/26/2024

3/2/2023

3/3/2022

2/25/2021

Performance period

1/1/24 - 12/31/26

1/1/23 - 12/31/25

1/1/22 - 12/31/24

1/1/21 - 12/31/23

Range of earnable shares - low end of range

—

Range of earnable shares - high end of range

39,364

44,725

27,212

36,400

Shares determined

N/A (1)

36,400

The long term awards subject only to continuing employment are expensed on a straight-line basis over the requisite service period (25% vests in each of the following four years). The following table presents the service only component of the long-term compensation awards for the four years ended December 31, 2024:

The annual equity compensation awards include components based on certain annual Company performance measures and individual annual performance goals over the upcoming year. The certain Company performance measures for 2024 are: (i) funds from operations “FFO” per share, (ii) cash same property net operating income change, (iii) debt-to-EBITDAre ratio, and (iv) fixed charge coverage. The Company begins recognizing expense for its estimate of the shares that could be earned pursuant to these awards on the grant date; the expense is adjusted to estimated performance levels during the performance period and to actual upon the determination of the awards. The shares are expensed using the graded vesting attribution method which recognizes each separate vesting portion of the award as a separate award on a straight-line basis over the requisite service period (34% vests at the end of the one year performance period and 33% vests in each of the following two years).



	2024 Award		2023 Award	2022 Award

Grant date	2/26/2024		3/2/2023	3/3/2022
Performance period	1/1/24 - 12/31/24		1/1/23 - 12/31/23	1/1/22 - 12/31/22
Range of earnable shares - low end of range	—		—	—
Range of earnable shares - high end of range	18,548		21,438	13,289
Shares determined	N/A (1)		21,438	12,761
Grant date share price	$	179.17	165.83	193.54

Any shares issued pursuant to the individual annual performance goals are determined by the Committee in its discretion following the performance period. The Company begins recognizing the expense for the shares on the grant date and expenses on a straight-line basis over the remaining service period (34% vests at the end of the one year performance period and 33% vests in each of the following two years).

2024 Award

2023 Award

2022 Award

Grant date

N/A (1)

2/14/2024

2/15/2023

Performance period

1/1/24 - 12/31/24

1/1/23 - 12/31/23

1/1/22 - 12/31/22

Range of earnable shares - low end of range

—

Range of earnable shares - high end of range

5,652

5,358

3,323

Shares determined

N/A (1)

4,814

3,022

Grant date share price

N/A (1)

183.46

168.90

The Committee has adopted an Equity Award Retirement Policy (the “retirement policy”) which allows for accelerated vesting of unvested shares for retirement-eligible employees (defined as employees who meet certain age and years of service requirements). In order to qualify for accelerated vesting upon retirement, the eligible employees must provide required notification under the retirement policy and must retire from the Company. The Company has adjusted its stock-based compensation expense to accelerate the recognition of expense for retirement-eligible employees.

Stock-based compensation cost for employees was $11,729,000, $11,013,000 and $10,236,000 for 2024, 2023 and 2022, respectively, of which $2,017,000, $2,812,000 and $2,510,000 were capitalized as part of the Company’s development costs for the respective years. As of December 31, 2024, there was $4,425,000 of unrecognized compensation cost related to unvested restricted stock compensation for employees and directors that is expected to be recognized over a weighted average period of 2.8 years.

During the restricted period for granted and unvested awards, dividends are accrued based upon the number of shares expected to be awarded. As of December 31, 2024, 2023 and 2022, accrued dividends on unvested restricted stock were $1,617,000, $1,921,000 and $1,610,000, respectively. Of the shares that vested in 2024, 2023 and 2022, 33,381 shares, 31,254 shares and 34,251 shares, respectively, were withheld by the Company to satisfy the tax obligations for those employees who elected this option as permitted under the applicable equity plan.

Following is a summary of the total restricted shares granted, forfeited and delivered (vested) to employees with the related weighted average grant date fair value share prices for 2024, 2023 and 2022. As of the grant dates, the aggregate fair value of shares that were granted during 2024, 2023 and 2022 was $11,270,000, $8,562,000 and $8,654,000, respectively. As of the vesting dates, the aggregate fair value of shares that vested during 2024, 2023 and 2022 was $14,324,000, $11,304,000 and $17,124,000, respectively.


Restricted Stock Activity:	Years Ended December 31,
	2024			2023			2022
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	80,282	$	153.43	96,708	$	131.79	106,056	$	116.37
Granted (1) (2)	84,308	133.68		57,741	148.28		71,217	121.52
Forfeited	(2,545)	156.45		(1,015)	144.79		—	—
Vested	(77,976)	124.12		(73,152)	120.87		(80,565)	102.42
Unvested at end of year	84,069	160.72		80,282	153.43		96,708	131.79

(1) Includes restricted shares granted during the year without performance or market conditions. Also includes restricted shares granted in previous years, for long-term and annual equity compensation awards for the Company's executive officers, for which performance based or market based conditions have been satisfied and the resulting number of shares have been determined during the year.

(2) Does not include restricted shares subject to open performance periods. For the long-term equity compensation awards established in 2022 and 2023 and the long-term and annual equity compensation awards established in 2024, the number of shares depend on satisfaction of performance based or market based conditions, and the number of shares to be earned could range from zero to 135,501.

The Board of Directors has adopted a policy under the 2023 Equity Plan pursuant to which awards will be made to non-employee Directors. The current policy provides that the Company shall automatically award an annual restricted share award to each non-employee Director who has been elected or re-elected as a member of the Board of Directors at the Annual Meeting. The number of shares shall be equal to $135,000 divided by the fair market value of a share on the date of such election. If a non-employee Director is elected or appointed to the Board of Directors other than at an Annual Meeting of the Company, the annual restricted share award shall be pro rated. The restricted shares vest in full on the earlier of the one-year anniversary of the date of grant or the next annual meeting of shareholders following the date of grant, subject to the non-employee director’s continued service on the Board through such vesting date, subject to certain exceptions. The shares are expensed on a straight-line basis over the service period. The policy also provides that each new non-employee Director appointed or elected will receive an automatic award of restricted shares of Common Stock on the effective date of election or appointment equal to $25,000 divided by the fair market value of the Company’s Common Stock on such date. These restricted shares will vest 25% per year over a four-year period upon the performance of future service as a Director, subject to certain exceptions. The shares are expensed on a straight-line basis over the service period.

Following is a summary of the total restricted shares granted, forfeited and delivered (vested) to directors with the related weighted average grant date fair value share prices for 2024, 2023 and 2022. As of the grant dates, the aggregate fair value of shares that were granted during 2024, 2023 and 2022 was $811,000, $661,000 and $906,000, respectively. As of the vesting dates, the fair value of shares that vested during 2024, 2023 and 2022 was $680,000, $904,000 and $8,000, respectively.


Restricted Stock Activity:	Years Ended December 31,
	2024			2023			2022
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	4,282	$	160.15	5,800	$	158.31	156	$	120.39
Granted	5,040	160.87		4,134	159.79		5,696	159.00
Forfeited	—	—		—	—		—	—
Vested	(4,218)	159.58		(5,652)	158.00		(52)	120.39
Unvested at end of year	5,104	161.33		4,282	160.15		5,800	158.31