TTIG has 8,000,000 voting shares of its Series A-1 Preferred Stock and 2,000,000 non-voting shares of its Series A-2 Preferred Stock (together “Series A Preferred Stock”), $0.001 par value, at a price of $10 per share which were issued to Centerbridge Partners, L.P., a private investment management fund. There were 9,000,000 voting shares of Series A-1 Preferred Stock outstanding until July 3, 2023 when 1,000,000 voting shares of TTIG's Series A-1 Preferred Stock were exchanged for 1,000,000 non-voting shares of TTIG's Series A-2 Preferred Stock. The exchange did not change the number of shares of TTIG capital stock issued and outstanding.

Dividends accrue and accumulate from the date of issuance. Cumulative dividends are payable semi-annually in cash or paid-in-kind at TTIG’s option. Cash dividend rates are $0.50 per share in Year 1, $0.60 per share in Year 2, $0.75 per share in Year 3, and $0.95 per share in Year 4 and thereafter. The rates for paid-in-kind dividends are $0.60 per share in Year 1 and $0.70 per share in Year 2. In addition, the Series A Preferred Stock will be paid dividends on an as-converted basis when and if TTIG declares common stock dividends.

The holders of TTIG’s Series A Preferred Stock have the right to convert the stock at any time into shares of TTIG’s common stock with an initial conversion rate of 1 to 1. The conversion rate will be adjusted under certain conditions. Unless converted earlier, all shares of Series A Preferred Stock will be automatically converted into shares of TTIG’s common stock at the then-applicable conversion rate upon (1) a qualified public offering of TTIG’s common stock with gross proceeds of not less than $250,000 with a price per share at least equal to 150% of the original purchase price of the Series A Preferred Stock, or (2) at the election of requisite holders of a majority of TTIG’s Series A Preferred Stock, whichever comes first.

On or after the fourth anniversary of the issuance date, TTIG’s Series A Preferred Stock is redeemable at the option of the holders at a price equal to the greater of (1) $10 per share plus any accrued but unpaid dividends and (2) a fair market value per share

determined by an independent valuation firm selected by TTIG’s board of directors. Management determined that TTIG's Series A Preferred Stock was not probable of becoming redeemable at December 31, 2023.

All payment obligations to the holders of TTIG’s Series A Preferred Stock are fully guaranteed by HCI as long as TTIG’s Series A Preferred Stock is outstanding. As the guarantor, HCI is subject to certain financial covenants.

In the event of any liquidation, the Series A Preferred Stock ranks senior to TTIG’s common stock with respect to distribution rights.

The holders of TTIG’s Series A Preferred Stock receive protection in the form of a down-round feature which will be triggered in the event that TTIG issues additional common equivalent shares at an effective price per share less than $10 per share.

The following table summarizes the activity of redeemable noncontrolling interest during the years ended December 31, 2023 and 2022:


	2023			2022
Balance at January 1	$	93,553		$	89,955
Increase (decrease):
Accrued cash dividends		7,263			5,842
Accretion - increasing dividend rates		2,107			3,264
Dividends paid		(6,763	)		(5,508	)
Balance at December 31	$	96,160		$	93,553

For the years ended December 31, 2023, 2022 and 2021 net income attributable to redeemable noncontrolling interest was $9,370, $9,106 and $7,399, respectively, consisting of accrued cash dividends of $7,263, $5,842 and $4,208, respectively, and accretion related to increasing dividend rates of $2,107, $3,264 and $3,191, respectively. See Note 30 -- “Subsequent Events” for additional information.