The Company's declaration of trust authorizes it to issue 750,000,000 common shares of beneficial interest, $0.01 par value per share, and 20,000,000 preferred shares of beneficial interest, $0.01 par value per share. The Board of Trustees has the power, without shareholder approval, to increase or decrease the number of common shares the Company is authorized to issue.

SMTA was originally capitalized on November 17, 2017 with the issuance of 10,000 common shares of beneficial interest ($0.01 par value per share) for a total of $10,000.

On May 31, 2018, the distribution date, Spirit completed the Spin-Off of SMTA. On the distribution date, Spirit distributed on a pro rata basis one SMTA common share for every ten shares of Spirit common stock held by each of Spirit's stockholders as of May 18, 2018, which was the record date. As a result, 42,851,010 SMTA common shares were issued on May 31, 2018.

During the three and six months ended June 30, 2019, the Company declared $14.2 million and $28.5 million, respectively, in SMTA common share dividends and had 43,159,931 common shares outstanding as of June 30, 2019. The Company did not declare or pay any dividends on its common shares during the three and six months ended June 30, 2018.

In conjunction with the Spin-Off, SMTA issued to the Manager and one of its affiliates, also a wholly-owned subsidiary of Spirit, 6.0 million Series A preferred shares with an aggregate liquidation preference of $150.0 million (the "SMTA Preferred Shares"). Redemption value of the SMTA Preferred Shares is equal to the liquidation preference plus any accrued and unpaid dividends and redemption is under the control of SMTA unless a change of control event occurs, as defined in the SMTA Preferred Shares agreements. Therefore, as redemption may occur outside the control of SMTA, the SMTA Preferred Shares are classified as temporary equity.

The SMTA Preferred Shares pay cash dividends at the rate of 10.0% per annum on the liquidation preference of $25.00 per share (equivalent to $0.625 per share on a quarterly basis and $2.50 per share on an annual basis). During the three and six months ended June 30, 2019, the Company paid $3.8 million and $7.5 million in SMTA Preferred Shares dividends, respectively, and had 6.0 million shares of 10.0% SMTA Preferred Shares outstanding as of June 30, 2019 and December 31, 2018.

Prior to the Spin-Off, in exchange for property, SubREIT issued to the Manager 5,000 shares of Series A preferred shares with an aggregate liquidation preference of $5.0 million (the "SubREIT Preferred Shares"). The Series A SubREIT Preferred Shares pay cash dividends at the rate of 18.0% per annum on the liquidation preference of $1,000.00 per share (equivalent to $45.00 per share on a quarterly basis and $180.00 per share on an annual basis). On December 19, 2018, SubREIT issued 125 Shares of Series B SubREIT Preferred Shares with an aggregate liquidation preference of $125 thousand. Series B SubREIT Preferred Shares pay cash dividends at the rate of 12.0% per annum on the liquidation preference of $1,000.00 per share (equivalent to $30.00 per share on a quarterly basis and $120.00 per share on an annual basis).

Redemption value of the SubREIT Preferred Shares is equal to the liquidation preference plus any accrued and unpaid dividends and redemption is under the control of SubREIT unless a change of control event occurs, as defined in the SubREIT Preferred Shares agreements. Therefore, as redemption may occur outside the control of SubREIT, the SubREIT

Preferred Shares are classified as temporary equity. In conjunction with the Spin-Off, the Manager sold the SubREIT Preferred Shares to a third-party.

During the three and six months ended June 30, 2019, the Company paid $233 thousand and $458 thousand, respectively, in SubREIT Preferred Shares dividends and had 5,125 shares of the SubREIT Preferred Shares outstanding as of June 30, 2019 and December 31, 2018.

In December 2018, the Company's Board of Trustees approved a share repurchase program, which authorized repurchases of up to $50.0 million of the Company's common shares. These repurchases can be made in the open market or through private transactions. The amount and timing of repurchases is dependent on the Board of Trustees' assessment of the capital needs of the Company. No repurchases have been made under the program as of June 30, 2019.

During the six months ended June 30, 2019, the Company's Board of Trustees declared the following dividends for SMTA Preferred Shares and SMTA common shares, and SubREIT's Board of Directors declared the following dividends for SubREIT Preferred Shares:

	Declaration Date	Dividend Per Share		Record Date		Total Amount (in thousands)			Payment Date
Preferred Shares
SMTA Preferred Shares	March 5, 2019	$	0.625		March 15, 2019		$	3,750		March 29, 2019
SubREIT Series A Preferred Shares	February 28, 2019	$	45.000		March 15, 2019		$	225		March 29, 2019
SMTA Preferred Shares	May 1, 2019	$	0.625		June 14, 2019		$	3,750		June 28, 2019
SubREIT Series A Preferred Shares	May 23, 2019	$	45.000		June 14, 2019		$	225		June 28, 2019
SubREIT Series B Preferred Shares	May 29, 2019	$	64.000		June 14, 2019		$	8		June 28, 2019
Common Shares
SMTA Common Shares	March 5, 2019	$	0.330		March 29, 2019		$	14,218		April 15, 2019
SMTA Common Shares	May 1, 2019	$	0.330		June 28, 2019		$	14,243		July 15, 2019

The common share dividend declared on May 1, 2019 was paid on July 15, 2019 and is included in accounts payable, accrued expenses and other liabilities as of June 30, 2019.