Annual report [Section 13 and 15(d), not S-K Item 405]

Share-Based Compensation and Other Compensation Matters

v3.25.4
Share-Based Compensation and Other Compensation Matters
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation and Other Compensation Matters Share-Based Compensation and Other Compensation Matters
 
Share-Based Compensation Plans
 
In May 2017, we adopted the 2017 Omnibus Equity and Incentive Plan following the approval of such plan by our common shareholders, and we amended the plan in November 2018 and May 2024. We may issue equity-based awards under this plan to officers, employees, non-employee trustees and any other key persons of us and our subsidiaries, as defined in the plan. The plan provides for a maximum of 6.9 million of our common shares to be issued in the form of options, share appreciation rights, restricted share unit awards, restricted share awards, unrestricted share awards, PIUs, dividend equivalent rights and other equity-based awards and for the granting of cash-based awards. This plan expires on May 11, 2027. Shares for the plan are issued under a registration statement on Form S-8 that became effective upon filing with the Securities and Exchange Commission.

The table below sets forth our reporting for share based compensation cost (in thousands):
 For the Years Ended December 31,
2025 2024 2023
General, administrative, leasing and other expenses $ 10,150  $ 9,031  $ 7,255 
Property operating expenses 1,543  1,412  1,289 
Capitalized to development activities 694  525  576 
Share-based compensation cost $ 12,387  $ 10,968  $ 9,120 

The amounts included in our consolidated statements of operations for share-based compensation reflected an estimate of pre-vesting forfeitures of 0% for awards to our executives and non-employee Trustees and 8% to 9% for awards to all other employees.

As of December 31, 2025, unrecognized compensation costs related to unvested awards included:

•$7.3 million on restricted shares expected to be recognized over a weighted average period of approximately three years;
•$5.3 million on PB-PIUs expected to be recognized over a weighted average performance period of approximately two years;
•$3.6 million on TB-PIUs expected to be recognized over a weighted average period of approximately two years;
•$296,000 on PSUs expected to be recognized through December 2027; and
•$41,000 on deferred share awards expected to be recognized through May 2026.

Restricted Shares

The following table summarizes restricted shares activity under our share-based compensation plan for 2023, 2024 and 2025:
 Number of Shares Weighted Average Grant Date Fair Value
Unvested as of December 31, 2022
 325,083  $ 26.27 
Granted 220,336  $ 25.38 
Forfeited (39,474) $ 26.03 
Vested (152,490) $ 26.09 
Unvested as of December 31, 2023
 353,455  $ 25.82 
Granted 184,477  $ 25.58 
Forfeited (25,152) $ 26.20 
Vested (159,766) $ 25.85 
Unvested as of December 31, 2024
 353,014  $ 25.65 
Granted 260,034  $ 27.28 
Forfeited (32,261) $ 26.73 
Vested (146,033) $ 25.63 
Unvested as of December 31, 2025
 434,754  $ 26.56 
Unvested shares as of December 31, 2025 that are expected to vest
 390,047  $ 26.50 
Restricted shares granted to employees generally vest based on increments and over periods of time set forth under the terms of the respective awards provided that the employee remains employed by us. Restricted shares granted to non-employee Trustees vest on the first anniversary of the grant date, provided that the Trustee remains in the position.

The aggregate intrinsic value of restricted shares that vested was $4.0 million in 2025 and 2024 and $3.8 million in 2023.

PIUs

We granted two forms of PIUs: TB-PIUs; and PB-PIUs. TB-PIUs are subject to forfeiture restrictions until the end of the requisite service period, at which time the TB-PIUs automatically convert into vested PIUs. PB-PIUs are subject to a market condition in that the number of earned awards are determined at the end of the performance period (as described further below) and then settled in vested PIUs. Vested PIUs automatically convert into common units in CDPLP if, or when, a book-up event (as defined under federal income tax regulations) has occurred and carry substantially the same rights to distributions as common units.

TB-PIUs

TB-PIUs granted to senior management team members vest based on increments and over periods of time set forth under the terms of the respective awards provided that the employee remains employed by us. TB-PIUs granted to non-employee Trustees vest on the first anniversary of the grant date, provided that the Trustee remains in the position. Prior to vesting, TB-PIUs carry substantially the same rights to distributions as common units but carry no redemption rights. The following table summarizes TB-PIUs activity under our share-based compensation plan for 2023, 2024 and 2025:
Number of TB-PIUs Weighted Average Grant Date Fair Value
Unvested as of December 31, 2022
 187,330  $ 26.19 
Granted 123,900  $ 25.40 
Forfeited (27,182) $ 26.46 
Vested (89,633) $ 25.95 
Unvested as of December 31, 2023
 194,415  $ 25.76 
Granted 127,795  $ 24.57 
Vested (98,271) $ 25.63 
Unvested as of December 31, 2024
 223,939  $ 25.14 
Granted 123,250  $ 27.11 
Vested (111,286) $ 25.33 
Unvested as of December 31, 2025
 235,903  $ 26.08 
Unvested TB-PIUs as of December 31, 2025 that are expected to vest
 235,260  $ 26.08 

The aggregate intrinsic value of TB-PIUs that vested was $3.0 million in 2025, $2.4 million in 2024 and $2.3 million in 2023.
Performance-Based Awards

We made the following grants of performance-based equity in the form of either PB-PIUs or PSUs to certain senior management team members from 2021 through 2025 as based on the election of the grant recipients (dollars in thousands):
PB-PIUs PSUs
Grant Date
Number of Awards Granted (200% of Target Award)
 Grant Date Fair Value
Number of Awards Outstanding as of December 31, 2025
Number of Awards Granted (200% of Target Award)
 Grant Date Fair Value
Number of Awards Outstanding as of December 31, 2025
1/1/2021 227,544  $ 3,417  —  —  N/A — 
1/1/2022 231,838  $ 3,810  —  —  N/A — 
1/1/2023 275,402  $ 4,343  225,590  —  N/A — 
1/1/2024 299,766  $ 5,405  299,766  —  N/A — 
1/1/2025 246,230  $ 5,335  246,230  20,296  $ 444  20,296 
The performance-based equity awards have a three-year performance period concluding on the earlier of the respective performance period end dates, or the date of: (1) termination by us without cause, death or disability of the employee or constructive discharge of the employee (collectively, “qualified termination”); or (2) a sale event.  The number of earned awards following the end of the performance period will be determined based on the percentile rank of COPT Defense’s total shareholder return (“TSR”) relative to a peer group of companies, as set forth in the following schedule:
Percentile Rank   Earned Award Payout %
75th or greater  
200% of target award
50th (target)  
100% of target award
25th  
50% of target award
Below 25th  
0% of target award

If the percentile rank exceeds the 25th percentile and is between two of the percentile ranks set forth in the table above, then the percentage of the earned awards will be interpolated between the ranges set forth in the table above to reflect any performance between the listed percentiles. In addition:

•for performance-based equity granted in 2024 and 2025:
•if COPT Defense’s TSR is negative when its TSR’s percentile rank exceeds the 50th percentile, then the earned award payout percentage used to arrive at the earned awards would be reduced by 25 percentage points, but in no event to a payout percentage of less than 100% of the target award; however, the resulting reduction in earned awards would subsequently be deemed earned awards if COPT Defense’s TSR becomes positive on any date in the calendar year following the end of the performance period; and
•regardless of COPT Defense’s TSR relative to the peer group, no less than 100% of the target award will be earned if COPT Defense’s TSR is at least 10% and no less than 50% of the target award will be earned if COPT Defense’s TSR is at least 6%, with linear interpolation if COPT Defense’s TSR is between 6% and 10%; and
•for PB-PIUs granted prior to 2024, if COPT Defense’s TSR is negative, the maximum number of earned awards will be limited to the target level payout percentage.

During the performance period, PB-PIUs carry rights to distributions equal to 10% of the distribution rights of common units but carry no redemption rights.

Following the end of the performance period, we settle the awards as follows:

•for PB-PIUs, issuing vested PIUs equal to the number of earned awards and the excess, if any, of (1) the aggregate distributions that would have been paid with respect to vested PIUs issued in settlement of the earned awards through the date of settlement had such vested PIUs been issued on the grant date over (2) the aggregate distributions made on the PB-PIUs through the date of settlement, divided by the price of our common shares over a defined period of time; and
•for PSUs, issuing fully-vested COPT Defense shares equal to: the number of earned awards; and the aggregate dividends that would have been paid with respect to the common shares issued in settlement of the earned awards through the date of settlement had such shares been issued on the grant date, divided by the price of our common shares over a defined period of time.

If a performance period ends due to a sale event or qualified termination, the number of earned awards is prorated based on the portion of the three-year performance period that has elapsed.  If employment is terminated by the employee or by us for cause, all unvested performance-based awards are forfeited.
Based on COPT Defense’s TSR relative to its peer group of companies:

•for the 2021 PB-PIUs issued to executives that vested on December 31, 2023, we issued 211,845 vested PIUs in settlement of the PB-PIUs on February 1, 2024;
•for the 2022 PB-PIUs issued to executives that vested on December 31, 2024, we issued 212,831 vested PIUs in settlement of the PB-PIUs on February 1, 2025; and
•for the 2023 PB-PIUs issued to executives that vested on December 31, 2025, we issued 250,070 vested PIUs in settlement of the PB-PIUs on February 5, 2026.

We computed grant date fair values for performance-based equity using Monte Carlo models and recognize these values over the respective performance periods. The grant date fair value and certain of the assumptions used in the Monte Carlo models for the performance-based equity granted in 2023, 2024 and 2025 are set forth below:
Grant Date  Grant Date Fair Value Per PB-PIU at Target-Level Award Grant Date Fair Value Per PSU at Target-Level Award Baseline Common Share Value Expected Volatility of Common Shares Risk-free Interest Rate
1/1/2023 $ 31.54  N/A $ 25.94  35.0 % 4.3 %
1/1/2024 $ 36.06  N/A $ 25.63  25.9 % 4.1 %
1/1/2025 $ 43.33  $ 43.75  $ 30.95  28.3 % 4.5 %

In 2023, 126,890 PB-PIUs were forfeited due to an award recipient’s resignation.

Deferred Share Awards

We made the following grants of deferred share awards to non-employee Trustees in 2023, 2024 and 2025 (dollars in thousands, except per share data):
Year of Grant Number of Deferred Share Awards Granted Aggregate Grant Date Fair Value Grant Date Fair Value Per Award
2023 9,046  $ 215  $ 23.75 
2024 8,796  $ 217  $ 24.66 
2025 3,922  $ 108  $ 27.47 

Deferred share awards vest on the first anniversary of the grant date, provided that the Trustee remains in the position. We settle deferred share awards by issuing an equivalent number of common shares upon vesting of the awards or a later date elected by the Trustee (generally upon cessation of being a Trustee). In 2025, we issued 32,669 common shares in settlement of vested deferred share awards with a weighted average grant date fair value of $26.19 per award and an aggregate intrinsic value on the settlement date of $897,000. We did not have any award settlements in 2023 or 2024.