AH Realty Trust, Inc.AHRT
AH Realty Trust, Inc. Stock Compensation Disclosure
Stock-Based Compensation
The Equity Plan permits the grant of restricted stock awards, stock options, stock appreciation rights, LTIP units, performance units, and other equity-based awards up to an aggregate of 6,900,000 shares of common stock. As of December 31, 2025, there were 2,104,475 shares available for issuance under the Equity Plan.
Restricted or Unrestricted Stock Awards
The Company issues performance-based awards in the form of restricted stock to certain employees (executive and non-executive). Employee restricted stock awards generally vest over a period of two years: one-third immediately on the grant date and the remaining two-thirds in equal amounts on the first two anniversaries following the grant date, subject to continued service with the Company. Executive officers’ restricted shares generally vest over a period of three years: two-fifths immediately on the grant date and the remaining three-fifths in equal amounts on the first three anniversaries following the grant date, subject to continued service with the Company. Non-employee director restricted stock awards may vest either immediately upon grant or over a period of one year, subject to continued service with the Company. Unvested restricted stock awards are entitled to receive distributions from their grant date.
The fair value of the restricted stock awards is determined using the closing stock price as of the day before the grant date.
A summary of the unvested restricted shares is as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value Per Share | Number of Shares | Weighted Average Grant Date Fair Value Per Share | Number of Shares | Weighted Average Grant Date Fair Value Per Share | |||||||||||||||||||||
| Unvested as of January 1 | 165,497 | $ | 11.81 | 271,540 | $ | 12.93 | 219,306 | $ | 14.15 | |||||||||||||||||
| Granted | 391,035 | 8.89 | 289,779 | 10.73 | 394,359 | 12.70 | ||||||||||||||||||||
| Vested | (386,492) | 9.79 | (381,554) | 11.81 | (254,030) | 13.42 | ||||||||||||||||||||
| Forfeited | (23,547) | 9.64 | (14,268) | 11.27 | (88,095) | 13.52 | ||||||||||||||||||||
Unvested as of December 31 | 146,493 | $ | 9.68 | 165,497 | $ | 11.81 | 271,540 | $ | 12.93 | |||||||||||||||||
During the years ended December 31, 2025, 2024, and 2023, in connection with the vesting of restricted stock awards, employees tendered 187,896, 99,538, and 87,986 shares, respectively, to satisfy minimum statutory tax withholding obligations. As of December 31, 2025, the total unrecognized compensation expense related to unvested shares of restricted stock was $0.6 million, which the Company expects to recognize over a weighted average period of 14.0 months. The total fair value of the shares vested (calculated as the number of shares multiplied by the vesting date share price) during the years ended December 31, 2025, 2024, and 2023 was approximately $1.7 million, $3.8 million, and $3.1 million, respectively.
LTIP Unit Awards
LTIP Units are a special class of partnership interests in the Operating Partnership ("LTIP Units"). The Operating Partnership has two classes of LTIP Units: (1) Time-Based LTIP Units, which have time-based vesting conditions (“Time-Based LTIP Units”), and (2) Performance LTIP Units, which have performance-based vesting conditions (“Performance LTIP Units”). Each LTIP Unit awarded is deemed equivalent to an award of one share of common stock under the Equity Plan, reducing the availability for other equity awards on a one-for-one basis. The vesting period for Time-Based LTIP Units, if any, and the vesting conditions for Performance LTIP Units will be determined at the time of issuance. Under the terms of the Operating Partnership's agreement of limited partnership, the Operating Partnership will revalue for tax purposes its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of Common OP unitholders. Subject to any agreed upon exceptions (including pursuant to the applicable LTIP Unit award agreement), once vested and having achieved parity with Common OP unitholders, LTIP Units are convertible into Common OP Units on a one-for-one basis. LTIP Unit awards granted to members of the Company's board of directors generally vest on the date of the first annual meeting of stockholders of the Company after the date of grant, subject to continued service to the Company. Time-Based LTIP Units issued to executive officers pursuant to the short-term incentive program ("STIP") are subject to the following vesting schedule over a period of three years. For grants made through 2024, vesting occurred as follows: two-fifths immediately on the grant date and one-fifth on each of the first three anniversaries of the grant date, subject to continued service to the Company. Effective starting with the 2025 grant, the vesting schedule was revised so that the awards vest in three annual installments over the three-year period, subject to continued service. Time‑Based LTIP Units issued to executive officers other than pursuant to the STIP are subject to the following vesting schedule: one-third will vest on each of the first three anniversaries of the grant date, subject to continued service to the Company. Performance LTIP Units are subject to performance-based vesting conditions specified in the award agreement pursuant to which the Performance LTIP Units were granted. Unvested LTIP Units are entitled to receive distributions from their grant date.
The fair value of the LTIP Units was determined using a Monte Carlo simulation considering the Company's stock price as of the grant date. The Company estimates the compensation expense for the LTIP Units on a straight-line basis using a calculation that recognizes 100% of the grant date fair value over three years for employees (based on vesting schedule explained in the previous paragraph), or over one year for directors.
A summary of the unvested LTIP Unit awards is as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value Per Share | Number of Shares | Weighted Average Grant Date Fair Value Per Share | Number of Shares | Weighted Average Grant Date Fair Value Per Share | |||||||||||||||||||||
Unvested as of January 1 | 119,872 | $ | 9.66 | 39,694 | $ | 10.14 | — | $ | — | |||||||||||||||||
| Granted | 2,121,648 | 5.81 | 170,203 | 9.65 | 39,694 | 10.14 | ||||||||||||||||||||
| Vested | (130,075) | 8.87 | (90,025) | 9.86 | — | — | ||||||||||||||||||||
| Forfeited | — | — | — | — | — | — | ||||||||||||||||||||
Unvested as of December 31 | 2,111,445 | $ | 5.84 | 119,872 | $ | 9.66 | 39,694 | $ | 10.14 | |||||||||||||||||
During the years ended December 31, 2025, 2024, and 2023, in connection with the vesting of LTIP Units, there were no LTIP Units tendered to satisfy minimum statutory tax withholding obligations. As of December 31, 2025, the total unrecognized compensation expense related to unvested LTIP Units was $6.3 million, which the Company expects to recognize over the next 53.6 months. The total fair value of the LTIP Units vested (calculated as the number of shares multiplied by the vesting date share price) during the years ended December 31, 2025 and 2024, was approximately $1.1 million and $0.9 million, respectively. No LTIP Units vested during the year ended December 31, 2023.
Performance Unit Awards
The Company endeavors to further align the incentives of certain members of management with its long-term investors by awarding a portion of their equity compensation in the form of multi-year performance unit awards that use the level of achievement of the total shareholder return as the primary metric ("Performance Units"). The Performance Units may convert into shares of common stock at a range of 0% to 200% of the number of Performance Units granted contingent upon the participant’s continued employment and the Company’s relative total stockholder return ("TSR") at specified percentiles of the peer group. Vesting of 50% of the target award is based solely on continued employment and vesting of the remainder of the award (50%) is based on the Company’s relative TSR performance over the 3-year period following execution of each agreement. For unvested Performance Units granted in 2021 and prior, vesting of 50% of the target award is based on absolute TSR and vesting of the remainder of the award (50%) is based on relative TSR. At the end of the Performance Units’ measurement period, if the applicable criterion are met, Performance Units generally vest two-fifths on the last day of the three-year performance period, and the remaining three-fifths in equal amounts on the first three anniversaries following the end of the three-year performance period, subject to continued service to the Company and certain market conditions. Unvested Performance Units are entitled to accumulate distributions from their grant date, payable in cash or in additional shares of common stock upon issuance of the common stock to which those dividends relate.
The fair value of the performance units was determined using a Monte Carlo simulation considering the stock price as of the grant date. The Company estimates the compensation expense for the performance units on a straight-line basis using a calculation that recognizes 100% of the grant date fair value over five years for performance units granted prior to 2022 and six years for performance units granted in 2022 and beyond.
A summary of the unvested Performance Unit awards is as follows:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||
Number of Shares | Weighted Average Grant Date Fair Value Per Share | Number of Shares | Weighted Average Grant Date Fair Value Per Share | Number of Shares | Weighted Average Grant Date Fair Value Per Share | |||||||||||||||||||||
| Unvested as of January 1 | 110,375 | $ | 11.98 | 110,625 | $ | 13.74 | 96,421 | $ | 13.10 | |||||||||||||||||
| Granted | 45,000 | 10.45 | 50,000 | 9.23 | 47,500 | 12.61 | ||||||||||||||||||||
| Vested | (24,125) | 12.95 | (26,500) | 14.01 | (30,796) | 9.72 | ||||||||||||||||||||
| Forfeited | (28,250) | 11.73 | (23,750) | 12.13 | (2,500) | 17.12 | ||||||||||||||||||||
Unvested as of December 31 | 103,000 | $ | 11.16 | 110,375 | $ | 11.98 | 110,625 | $ | 13.74 | |||||||||||||||||
Date of Award | Number of Units Granted | Grant Date Fair Value | Conversion Range | Risk Free Interest Rate | Volatility | Expected Dividends | |||||||||||||||||||||||||||||
| 2020 | 35,000 | $ | 11.57 | —% to 200% | 1.66 | % | 18.0 | % | 5.0 | % | |||||||||||||||||||||||||
| 2021 | 42,500 | 9.67 | —% to 200% | 0.17 | % | 49.0 | % | 4.7 | % | ||||||||||||||||||||||||||
| 2022 | 47,500 | 17.12 | —% to 200% | 0.98 | % | 50.0 | % | 4.7 | % | ||||||||||||||||||||||||||
| 2023 | 47,500 | 12.61 | —% to 200% | (1) | 4.23 | % | 51.0 | % | 5.4 | % | |||||||||||||||||||||||||
| 2024 | 50,000 | 9.23 | —% to 200% | (1) | 4.32 | % | 27.0 | % | 6.2 | % | |||||||||||||||||||||||||
| 2025 | 45,000 | 10.45 | —% to 200% | (1) | 4.35 | % | 26.0 | % | 6.9 | % | |||||||||||||||||||||||||
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(1)For Performance Units granted in 2022 and beyond, only 50% of each Award is subject to the conversion range. The remainder (50%) is guaranteed 1 to 1 conversion as long as the employee remains employed at the Company.
Performance Unit awards granted and vested during the years ended December 31, 2025, include 7,981 shares tendered by employees to satisfy minimum statutory tax withholding obligations. No shares were tendered by employees during the years ended December 31, 2024 and 2023. As of December 31, 2025, the total unrecognized compensation expense related to unvested Performance Units was $0.7 million, which the Company expects to recognize over the next 60 months. The total fair value of the Performance Units vested (calculated as the number of shares multiplied by the vesting date share price) during the years ended December 31, 2025, 2024, and 2023 was approximately $0.2 million, $0.3 million, and $0.4 million, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2017 | Feb 23, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.