Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Equity

Note 14 - Equity

Authorized Capital

The Company is authorized to issue preferred stock and ten classes of common stock consisting of Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares, Class A-I shares, Class A-II shares, Class A-III shares, and Class E shares. The differences among the classes of common stock relate to upfront selling commissions, dealer manager fees, and ongoing stockholder servicing fees, as well as varying management and performance participation allocations. See "Note 11 - Related Party Transactions" for additional information.

As of September 30, 2024 and December 31, 2023, the Company had the following classes of common stock authorized, issued and outstanding:

	September 30, 2024				December 31, 2023
Classification	Shares Authorized		Shares Issued and Outstanding		Shares Authorized		Shares Issued and Outstanding
Preferred Stock, $0.01 par value per share		100,000,000		—		100,000,000		—
Class S Shares, $0.01 par value per share		100,000,000		4,795		100,000,000		—
Class D Shares, $0.01 par value per share		100,000,000		—		100,000,000		—
Class I Shares, $0.01 par value per share		100,000,000		508,350		100,000,000		—
Class F-S Shares, $0.01 par value per share		100,000,000		—		100,000,000		—
Class F-D Shares, $0.01 par value per share		100,000,000		—		100,000,000		—
Class F-I Shares, $0.01 par value per share		100,000,000		1,562,148		100,000,000		4,820,377
Class A-I Shares, $0.01 par value per share		100,000,000		14,964,170		100,000,000		17,016,652
Class A-II Shares, $0.01 par value per share		100,000,000		21,162,241		100,000,000		—
Class A-III Shares, $0.01 par value per share		100,000,000		—		100,000,000		—
Class E Shares, $0.01 par value per share		100,000,000		360,888		100,000,000		105,707
Total		1,100,000,000		38,562,592		1,100,000,000		21,942,736

Common Stock

The following table details the movement in the Company's outstanding shares of common stock:

	Class I		Class S		Class F-I			Class A-I			Class A-II			Class E
Beginning balance, December 31, 2023		—		—		4,820,377			17,016,652			—			105,707
Common stock issued		201,505		—		594,229			1,787,026			1,671,686			73,366
Repurchase of common stock		—		—		(2,476	)		—			(5,000	)		—
Dividend reinvestment		272		—		3,824			37,473			2,189			1,620
Share class transfer		—		—		—			(12,477,404	)		12,502,989			—
Ending balance, March 31, 2024		201,777		—		5,415,954			6,363,747			14,171,864			180,693
Common stock issued		157,759		4,795		1,461,907			1,702,361			2,479,255			75,223
Repurchase of common stock		—		—		(92,330	)		(1,235	)		(72,253	)		—
Dividend reinvestment		1,932		—		4,197			54,101			4,353			2,767
Share class transfer		—		—		(5,225,608	)		5,155,772			—			—
Ending balance, June 30, 2024		361,468		4,795		1,564,120			13,274,746			16,583,219			258,683
Common stock issued		144,423		—		—			1,628,306			4,635,279			98,168
Repurchase of common stock		—		—		(6,078	)		(7,485	)		(62,290	)		—
Dividend reinvestment		2,459		—		4,106			68,603			6,033			4,037
Ending balance, September 30, 2024		508,350		4,795		1,562,148			14,964,170			21,162,241			360,888

On January 3, 2024 (the "Exchange Date"), approximately 12,477,404 Class A-I shares were exchanged for 12,502,989 Class A-II shares at an exchange rate based on the NAV per share for the Class A-I shares and the Company's total NAV per share as of the Exchange Date.

On April 2, 2024 (the "Second Exchange Date"), 5,225,608 Class F-I shares were exchanged for 5,155,772 Class A-I shares at an exchange rate based on the NAV per share for the Class F-I shares and Class A-I shares as of the Second Exchange Date.

Distributions

The Company generally intends to distribute substantially all of its taxable income to its stockholders each year to comply with the REIT provisions of the Code, as amended. Taxable income does not necessarily equal net income calculated in accordance with GAAP.

Each class of common stock receives the same gross distribution per share. The net distribution per share varies for each share class based on differing fee structures. Additionally, net distributions will vary based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following table details the aggregate distributions declared for each applicable class of common stock:

	Three Months Ended September 30, 2024
	Class I			Class S			Class F-I			Class A-I			Class A-II			Class E
Aggregate gross distribution declared per share of common stock	$	0.3359		$	0.3359		$	0.3359		$	0.3359		$	0.3359		$	0.3359
Management fee per share of common stock		(0.0659	)		(0.0660	)		(0.0527	)		(0.0530	)		(0.0488	)		—
Stockholder servicing fee per share of common stock		—			(0.0448	)		—			—			—			—
Net distribution declared per share of common stock	$	0.2700		$	0.2251		$	0.2832		$	0.2829		$	0.2871		$	0.3359

	Nine Months Ended September 30, 2024
	Class I			Class S			Class F-I			Class A-I			Class A-II			Class E
Aggregate gross distribution declared per share of common stock	$	0.8606		$	0.5497		$	0.9578		$	0.9578		$	0.9578		$	0.9578
Management fee per share of common stock		(0.1751	)		(0.1098	)		(0.1566	)		(0.1581	)		(0.1455	)		—
Stockholder servicing fee per share of common stock		—			(0.0744	)		—			—			—			—
Net distribution declared per share of common stock	$	0.6855		$	0.3655		$	0.8012		$	0.7997		$	0.8123		$	0.9578

Repurchases

During the three months ended September 30, 2024 the Company repurchased 62,290 Class A-II shares, 7,485 Class A-I shares and 6,078 Class F-I shares for a total of $1.6 million. During the nine months ended September 30, 2024 the Company repurchased 139,543 Class A-II shares, 8,719 Class A-I shares and 100,884 Class F-I shares for a total of $5.2 million. The Company had no unfulfilled repurchase requests as of September 30, 2024.

Redeemable Non-Controlling Interest

In connection with its management fee, the Adviser has elected to receive Class E units. See Note 11 - Related Party Transactions for additional information on the Adviser's interest. In November 2023, the Limited Partnership Agreement was updated to enable the Adviser to redeem their Class E units for Class E shares or cash at its election. As of that date the Company has classified these Class E units as redeemable non-controlling interest in mezzanine equity on the Company's condensed consolidated balance sheet. The redeemable

non-controlling interest 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 Operating Partnership units at the end of each measurement period.

The following table details the redeemable non-controlling interest activity related to the Adviser for the nine months ended September 30, 2024 ($ in thousands):

	Adviser
Balance at December 31, 2023	$	967
Settlement of management fees		823
Settlement of performance participation allocation		562
GAAP income allocation		109
Distributions		(94	)
Reinvestment of distributions		84
Fair value allocation		22
Balance at September 30, 2024	$	2,473

Non-Controlling Interests - Operating Partnership Unitholders

Operating Partnership units are subject to the same fees as the corresponding classes of common stock and do not have any preferential rights relative to the Company's interest in the Operating Partnership.

On December 22, 2022, the Company issued 5,000,000 Class A-I units to an affiliate of Apollo for the aggregate consideration of $100.0 million in a private placement.

During the three and nine months ended September 30, 2024, the Company issued 13,219 and 39,152 Class E units, respectively, to the Adviser for the management fee earned on the Operating Partnership units issued to an affiliate of Apollo, mentioned above.

During the three and nine months ended September 30, 2024, the Company issued zero and 26,977 Class E units, respectively, to the Special Limited Partner for performance participation allocation earned in 2023.

Currently all Operating Partnership unitholders have elected to reinvest their dividends. In connection with such dividend reinvestment, in lieu of cash for dividends paid during the three and nine months ended September 30, 2024, the Company issued 69,522 and 192,734 Class A-I units and 1,672 and 4,020 Class E units, respectively.

Non-Controlling Interests Attributable to Preferred Stockholders

A subsidiary of the Company intends to elect to be taxed as a REIT for U.S. federal income tax purposes. This subsidiary has issued preferred non-voting shares to be held by investors to ensure compliance with the Code requirement that REITs have at least 100 shareholders. The preferred shares have a face amount of $1,000 and carry a 12.0% annual dividend payable semi-annually. As of September 30, 2024, this subsidiary had $125,000 of preferred non-voting shares outstanding.