Shareholders' Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

The Company authorized for issuance up to 500,000,000 shares of Class A common stock, $0.01 par value at December 31, 2024 and 2023. As of December 31, 2024 and 2023, the Company had 111,376,884 and 111,027,252 Class A common shares issued

and outstanding, respectively. The Company authorized for issuance up to 10,000,000 shares of Class B common stock, $0.01 par value at December 31, 2024 and December 31, 2023. The Company did not have any shares of Class B non-voting common stock, $0.01 par value, issued or outstanding as of December 31, 2024 or December 31, 2023.

The Company authorized for issuance up to 50,000,000 shares of preferred stock, $0.01 par value, at December 31, 2024 and December 31, 2023. As of December 31, 2024, the Company did not have any shares of 6.15% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”), $0.01 par value, issued and outstanding. As of December 31, 2023, the Company had 10.0 million shares of 6.15% Series A Preferred Stock, $0.01 par value, issued and outstanding with an aggregate liquidation preference of $250.0 million ($25.00 per share). As of December 31, 2024 and 2023, the Company had 300,000 shares of 4.65% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), $0.01 par value, issued and outstanding with an aggregate liquidation preference of $300.0 million ($1,000 per share) and 300,000 shares of 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”), $0.01 par value, issued and outstanding with an aggregate liquidation preference of $300.0 million ($1,000 per share).

In September 2024, the Company issued 300,000 shares of Series D Preferred Stock (the “Series D Preferred Stock”). The Company will pay dividends on the Series D Preferred Stock only when, as and if declared by the board of directors. Dividends will accrue, on a non-cumulative basis, on the stated amount of $1,000 per share at a rate per annum equal to: (i) 6.00% through December 15, 2029, and payable quarterly in arrears beginning on December 15, 2024, and (ii) the Five-year U.S. Treasury Rate as of the applicable reset dividend determination date plus a spread of 2.560% per reset period from December 15, 2029 and reset every five years and payable quarterly in arrears; provided, that the dividend rate per annum during any reset period will not reset below 6.00% (which equals the initial dividend rate per annum on the Series D Preferred Stock).

On October 17, 2024, the Company redeemed all outstanding shares of its Series A Preferred Stock at a redemption price of $25.00 per share, plus $0.187219 per share in declared and unpaid dividends to but excluding the redemption date. The redemption price paid in excess of the carrying value of Series A Preferred Stock of $7.9 million was included as a non-cash deemed dividend on redemption of preferred stock in our net income attributable to common stockholders on the consolidated statement of operations and other comprehensive income for the year ended December 31, 2024. The deemed dividend relates to initial costs related to the issuance of our Series A Preferred Stock. Following the redemption, all previously authorized shares of the Series A Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $0.01 per share.

The following table summarizes the Company’s preferred stock issued and outstanding as of December 31, 2024 (in thousands, except for share amounts and percentages):

	Shares Issued and Outstanding as of December 31, 2024	Liquidation Preference as of December 31, 2024(1)		Issue Date	Dividend Rate in Effect at December 31, 2024(2)		Next dividend rate reset date	Dividend rate after reset date(3)
Series B	300,000	$	300,000	March 2, 2021	4.650	%	June 15, 2026	5 Yr U.S. Treasury plus 4.076%
Series C	300,000	300,000		October 13, 2021	4.125	%	December 15, 2026	5 Yr U.S. Treasury plus 3.149%
Series D	300,000	300,000		September 24, 2024	6.000	%	December 15, 2029	5 Yr U.S. Treasury plus 2.560%
Total	900,000	$	900,000
(1) The Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock each have a redemption price of $1,000.00 per share, plus any declared and unpaid dividends to, but excluding, the redemption date without accumulation of any undeclared dividends.
(2) Dividends on preferred stock are discretionary and non-cumulative. When declared dividends on the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are reset every five years and payable quarterly in arrears.
(3) With respect to the Series D Preferred Stock, the dividend rate during any reset period is subject to a 6.00% floor.