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Equity and Redeemable Non-controlling Interest
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Equity and Redeemable Non-controlling Interest Equity and Redeemable Non-controlling Interest
Preferred Stock
As of March 31, 2024 and December 31, 2023, 125 shares of preferred stock are issued and outstanding. Holders of our 12.5% Series A Redeemable Cumulative Preferred Stock (“Series A Preferred Stock”) are entitled to receive dividends at an annual rate of 12.5% of the liquidation preference of $500.00 per share, or $62.50 per share per annum. Dividends are cumulative and payable semi-annually. We have the option to redeem shares of our Series A Preferred Stock in whole or in part at any time for the price of $500.00 per share, plus any accrued and unpaid dividends through the date of redemption.
Common Stock
The following tables detail the movement in the Company’s outstanding shares of common stock:
Three Months Ended March 31, 2024
Class T
Shares
Class S
Shares
Class D
Shares
Class I
Shares
Class E
Shares
Class N
Shares
Total
Balance at December 31, 2023613,405 528,268 832,598 4,332,740 1,190,589 13,783,204 21,280,804 
Issuance of common stock7,631 115,782 32,613 371,514 15,742 — 543,282 
Common stock repurchased(226)— (262)(242,673)(15,463)— (258,624)
Distribution reinvestment1,985 1,615 3,677 5,690 2,506 164,658 180,131 
Balance at March 31, 2024622,795 645,665 868,626 4,467,271 1,193,374 13,947,862 21,745,593 

Three Months Ended March 31, 2023
Class T
Shares
Class S
Shares
Class D
Shares
Class I
Shares
Class E
Shares
Class N
Shares
Total
Balance at December 31, 2022449,680 351,856 604,538 3,764,505 1,827,018 13,523,324 20,520,921 
Issuance of common stock83,872 — 53,224 265,404 13,601 — 416,101 
Common stock repurchased— — — — (401,116)— (401,116)
Distribution reinvestment474 — 1,133 4,436 2,430 — 8,473 
Balance at March 31, 2023534,026 351,856 658,895 4,034,345 1,441,933 13,523,324 20,544,379 
As discussed in Note 11 — “Class N Redeemable Common Stock”, as of March 31, 2024 and December 31, 2023, all of MassMutual’s Class N shares have been classified as redeemable common stock because MassMutual has the contractual right to redeem the shares under certain circumstances. As of March 31, 2024 and December 31, 2023, as MassMutual was the sole shareholder of Class N shares, all outstanding Class N shares were classified as redeemable common stock.
Distributions
We generally intend to distribute substantially all of our taxable income to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code. Taxable income does not necessarily equal net income as calculated in accordance with GAAP.
For the three months ended March 31, 2024 and 2023, we declared distributions of $9.0 million and $8.6 million, respectively. We accrued $2.5 million and $2.5 million for distributions payable to related parties as a component of due to affiliates in our condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. Additionally, as of March 31, 2024 and December 31, 2023, we accrued $0.5 million and $0.5 million, respectively, for distributions payable to third parties as a component of accounts payable and accrued expenses in our condensed consolidated balance sheets.
The following tables detail the aggregate distributions declared per share for each applicable class of stock for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31, 2024
Series A
Preferred Stock
Class T
Common Stock
Class S
Common Stock
Class D
Common Stock
Class I
Common Stock
Class E
Common Stock
Class N
Common Stock
Aggregate distributions declared per share$— $0.4182 $0.4182 $0.4182 $0.4182 $0.4182 $0.4182 
Stockholder servicing fee per share(1)
— (0.0259)(0.0229)(0.0104)— — — 
Net distributions declared per share$— $0.3923 $0.3953 $0.4078 $0.4182 $0.4182 $0.4182 
Three Months Ended March 31, 2023
Series A
Preferred Stock
Class T
Common Stock
Class S
Common Stock
Class D
Common Stock
Class I
Common Stock
Class E
Common Stock
Class N
Common Stock
Aggregate distributions declared per share$— $0.4162 $0.4162 $0.4162 $0.4162 $0.4162 $0.4162 
Stockholder servicing fee per share(1)
— (0.0193)— (0.0085)— — — 
Net distributions declared per share$— $0.3969 $0.4162 $0.4077 $0.4162 $0.4162 $0.4162 
See Note 16 — “Related Party Transactions” for a discussion of our stockholder servicing fee.
Redeemable Non-controlling Interest in INREIT OP
In connection with its performance participation interest, the Invesco REIT Special Limited Partner L.L.C. (“the Special Limited Partner”), a wholly-owned subsidiary of Invesco, holds Class E units in INREIT OP. See Note 16 — “Related Party Transactions” for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class E units for cash, at its election, we have classified these Class E units as redeemable non-controlling interest in INREIT OP on our condensed consolidated balance sheets. The redeemable non-controlling interest in INREIT OP is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period. For the three months ended March 31, 2024 and 2023, we recorded an allocation adjustment of approximately $54,000 and $0.6 million, respectively, from additional paid-in capital to redeemable non-controlling interest in INREIT OP on our condensed consolidated balance sheets.
The following table details the non-controlling interest activity related to the Special Limited Partner:
Three Months Ended March 31,
$ in thousands20242023
Net loss allocated$(39)$(40)
Distributions$71 $78 
Adjustment to carrying value $54 $568 
As of March 31, 2024 and December 31, 2023, distributions payable to the Special Limited Partner were approximately $22,000 and $26,000, respectively.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan whereby stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased under the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable. The transaction price will generally be equal to our prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares under the distribution reinvestment plan. The stockholder servicing fees for shares of our Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan.
Share Repurchase Plan
We have adopted a share repurchase plan. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan. For the three months ended March 31, 2024, we repurchased 250,163 shares of common stock for $7.1 million and fulfilled all repurchase requests that were made. For the three months ended March 31, 2023, we repurchased 401,116 shares of common stock for $13.0 million and fulfilled all repurchase requests that were made.
Share-Based Compensation Plan
For the three months ended March 31, 2024 and 2023, we awarded independent members of our board of directors shares under our 2019 Equity Incentive Plan (the “Incentive Plan”). In November 2023, we granted 2,472 Class E restricted shares. The restricted shares will become unrestricted shares of common stock on the first anniversary of the grant date unless forfeited, subject to certain conditions that accelerate vesting. For the three months ended March 31, 2024, we recognized approximately $19,000 of compensation expense related to these awards. The unrecognized stock compensation expense on the unvested awards is approximately $45,000. For the three months ended March 31, 2023, we awarded independent members of our board of directors 604 Class E shares and recognized approximately $20,000 of compensation expense related to these awards. As of March 31, 2024, 184,463 shares of common stock remain available for future issuance under the Incentive Plan.