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REDEEMABLE COMMON STOCK
12 Months Ended
Dec. 31, 2025
Noncontrolling Interest [Abstract]  
REDEEMABLE COMMON STOCK STOCKHOLDERS’ EQUITY
Securities Offerings
We may conduct continuous securities offerings that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. On May 3, 2022, the SEC declared our registration statement on Form S-11 with respect to our fourth public offering of up to $10.0 billion of shares of its common stock effective, and the fourth public offering commenced the same day. We ceased selling shares of our common stock under our third public offering of up to $3.0 billion of shares immediately upon the effectiveness of the registration statement for the fourth public offering. Under the fourth public offering, we offered up to $8.5 billion of shares of our common stock in the primary offering and up to $1.5 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T-R shares, Class S-R shares, Class D-R shares and Class I-R shares. On May 16, 2024, we announced our decision to close the fourth primary public offering effective July 2, 2024. We accepted subscriptions for primary shares in the public offering through the July 1, 2024 purchase date. On August 22, 2024, we amended our registration statement on Form S-11 with respect to our fourth public offering to make it a distribution reinvestment plan only registration statement on Form S-3 pursuant to Rule 415(a)(1)(ii) under the Securities Act of 1933, as amended (the “Securities Act”) and we expect to continue making monthly distributions and the distribution reinvestment plan offering, which investors can continue to elect to participate in. On August 2, 2024, we initiated a private
offering exempt from registration under the Securities Act (the “Private Offering”), which offers Class S-PR shares, Class D-PR shares and Class I-PR shares.
The Class T-R shares, Class S-R shares, Class D-R shares, Class I-R shares, Class E shares, Class S-PR shares, Class D-PR shares, and Class I-PR shares, have identical rights and privileges, including identical voting rights, but have differing fees that are payable on a class-specific basis. The per share amount of distributions paid on Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares, and Class D-PR shares will be lower than the per share amount of distributions paid on Class E shares, Class I-R shares, Class I-PR shares and Class B shares because of the distribution fees payable with respect to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares sold in our securities offerings. We refer to the Class T-R shares, Class S-R shares, Class D-R shares, Class I-R shares, Class E shares, Class S-PR shares, Class D-PR shares, Class I-PR shares and Class B shares collectively herein as shares of common stock.
Pursuant to our securities offerings, we have offered and continue to offer shares of our common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share.
During the year ended December 31, 2025, we raised gross proceeds of $135.5 million from the sale of 17.4 million shares of our common stock in our continuous securities offerings, including proceeds from our distribution reinvestment plans (“DRIP”) of $31.6 million.
Common Stock
The following table describes the number of shares of each class of our common stock, excluding Class B shares, authorized and issued and outstanding as of December 31, 2025 and 2024:
December 31, 2025December 31, 2024
(in thousands)Shares Authorized
Shares Issued
and Outstanding
Shares Authorized
Shares Issued and Outstanding
Class T-R, $0.01 par value per share
100,00022,870100,00026,972
Class S-R, $0.01 par value per share
100,00036,469100,00043,761
Class D-R, $0.01 par value per share
100,0005,710100,0006,110
Class I-R, $0.01 par value per share
600,00062,210600,00058,998
Class E, $0.01 par value per share
100,00039,812100,00043,190
Class S-PR, $0.01 par value per share
400,0005,758400,000660
Class D-PR, $0.01 par value per share
400,000400400,00013
Class I-PR, $0.01 par value per share
700,0008,662700,000607
The following table describes the changes in each class of common shares, excluding Class B shares, during each of the years ended December 31, 2025, 2024 and 2023:
(in thousands)Class T-R
Shares
Class S-R
Shares
Class D-R
Shares
Class I-R
Shares
Class E
Shares
Class S-PR
Shares
Class D-PR
Shares
Class I-PR
Shares
Total
Shares
Balance as of December 31, 2022 (1)26,88449,2377,87169,14252,974206,108
Issuance of common stock:
Primary shares3,1032,6721924,09810,065
Distribution reinvestment plan5799741561,3987283,835
Share-based compensation3535
Redemptions of common stock(1,753)(4,793)(907)(9,881)(5,481)(22,815)
Conversions(381)55(382)719(11)
Balance as of December 31, 2023 (1)28,43248,1456,93065,51148,210197,228
Issuance of common stock:
Primary shares610578701,277657136063,811
Distribution reinvestment plan6611,1071601,508731314,171
Share-based compensation3838
Redemptions of common stock(1,989)(5,520)(1,035)(10,642)(5,751)(24,937)
Conversions(742)(549)(15)1,306
Balance as of December 31, 202426,97243,7616,11058,99843,19066013607180,311
Issuance of common stock:
Primary shares5,0114007,94213,353
Distribution reinvestment plan5929741401,516669871184,096
Share-based compensation4242
Redemptions of common stock(1,456)(4,786)(540)(5,064)(4,047)(13)(5)(15,911)
Conversions(3,238)(3,480)6,718
Balance as of December 31, 202522,87036,4695,71062,21039,8125,7584008,662181,891
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(1)There is no data presented for Class S-PR shares, Class D-PR shares and Class I-PR shares as of this date because there were no shares of such share classes outstanding.
Distributions
The following table summarizes our distribution activity (including distributions to noncontrolling interests and distributions reinvested in shares of our common stock) for the periods below:
Amount
(in thousands, except per share data)Declared per
Common Share (1)
Common Stock
Distributions
Paid in Cash
Other Cash
Distributions (2)
Reinvested in
Shares
Distribution
Fees (3)
Gross
Distributions (4)
2025
March 31$0.10000 $9,036 $15,880 $7,679 $1,146 $33,741 
June 300.10000 8,939 15,707 7,758 1,143 33,547 
September 300.10350 9,260 16,132 8,132 1,156 34,680 
December 310.10350 11,110 16,926 8,211 1,149 37,396 
Total$0.40700 $38,345 $64,645 $31,780 $4,594 $139,364 
2024
March 31$0.10000 $10,013 $8,577 $8,238 $1,317 $28,145 
June 300.10000 9,787 9,865 8,046 1,254 28,952 
September 300.10000 9,449 13,214 7,888 1,204 31,755 
December 310.10000 9,211 15,018 7,754 1,184 33,167 
Total$0.40000 $38,460 $46,674 $31,926 $4,959 $122,019 
2023
March 31$0.09375 $9,912 $5,271 $8,009 $1,461 $24,653 
June 300.09375 9,896 5,510 7,974 1,463 24,843 
September 300.10000 10,335 6,451 8,431 1,430 26,647 
December 310.10000 10,127 7,739 8,317 1,387 27,570 
Total$0.38750 $40,270 $24,971 $32,731 $5,741 $103,713 
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(1)Amount reflects the total gross quarterly distribution rate authorized by our board of directors per Class T-R share, per Class S-R share, per Class D-R share, per Class I-R share, per Class E share, per Class S-PR share, per Class D-PR share, per Class I-PR share and per Class B share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares of common stock are reduced by the respective distribution fees that are payable with respect to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares.
(2)Consists of distribution fees paid to the Dealer Manager with respect to OP Units and distributions paid to holders of OP Units and other noncontrolling interest holders.
(3)Distribution fees are paid monthly to the Dealer Manager, with respect to Class T-R shares, Class S-R shares and Class D-R shares, Class S-PR shares and Class D-PR shares. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers.
(4)Gross distributions are total distributions before the deduction of any distribution fees relating to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares.
Redemptions and Repurchases
Below is a summary of redemptions and repurchases pursuant to our share redemption program for the years ended December 31, 2025, 2024 and 2023. All eligible redemption requests were fulfilled for the periods presented. Eligible redemption requests are requests submitted in good order by the request submission deadline set forth in the share redemption program. Our board of directors may make exceptions to, modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders.
For the Year Ended December 31,
(in thousands, except for per share data)202520242023
Number of shares redeemed or repurchased15,91124,93722,815
Aggregate dollar amount of shares redeemed or repurchased$122,486 $191,630 $193,859 
Average redemption or repurchase price per share$7.70 $7.69 $8.50 
REDEEMABLE COMMON STOCK
In addition to our continuous securities offerings, we may also conduct private placements of securities to one or more investors. On October 17, 2025, we entered into a subscription agreement with Apogee SPV, an affiliate of the Advisor, pursuant to which we issued and sold 25.4 million Class B shares of our common stock to Apogee SPV in a private placement exempt from registration under the Securities Act for aggregate gross proceeds of $200.0 million. The Class B shares have identical rights and privileges to the other classes of our common stock, except that holders of Class B shares are not entitled to vote such shares on any matter upon which our stockholders are entitled to vote and holders of Class B shares have the ability to, after a three-year lock up period from the issuance date, redeem up to $5.0 million of shares per quarter, with such redemptions not subject to, nor eligible for redemption under, the terms of our share redemption program. The holder of these Class B shares also has the ability, from time to time, to require us to exchange these Class B shares for Class I-PR shares of our common stock on a one-for-one basis and up to an amount that, after giving effect to such exchange, would cause the holder to beneficially own no more than 4.90% of the number of shares of our common stock with voting rights.
As of December 31, 2025, we were authorized to sell 300.0 million shares of Class B common stock and 25.4 million shares were issued and outstanding as of this date.
The following table summarizes the redeemable common stock activity for our Class B shares of common stock for the years ended December 31, 2025 and 2024:
For the Year Ended December 31,
(in thousands)20252024
Balance at beginning of the year$— $— 
Issuance of redeemable common stock200,000 — 
Distributions to redeemable common stock(1,753)— 
Net loss attributable to redeemable common stock(1,633)— 
Change from securities and cash flow hedging activities attributable to redeemable common stock36 — 
Redemption value allocation adjustment to redeemable common stock (1)6,491 — 
Ending balance$203,141 $— 
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(1)Represents the adjustment recorded in order to mark to the redemption value, which is equivalent to fair value, at the end of the measurement period.