Equity and Redeemable Non-Controlling Interest

3 Months Ended

Mar. 31, 2026

Equity and Redeemable Non-Controlling Interest

12. Equity and Redeemable Non-Controlling Interest

Authorized capital

The Company is authorized to issue preferred stock and seven classes of common stock consisting of Class D shares, Class I shares, Class S shares, Class T shares, Class E shares, Class X shares and Class Y shares. The differences among the common share classes relate to upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. See Note 2 for additional detail on each share class.

As of March 31, 2026, in accordance with the Charter, the Company had authority to issue 5.5 billion shares, consisting of the following (shares in thousands):


Classification	Number of Shares		Par Value
Class D Shares		600,000	$	0.01
Class I Shares		1,500,000		0.01
Class S Shares		1,000,000		0.01
Class T Shares		600,000		0.01
Class E Shares		600,000		0.01
Class X Shares		500,000		0.01
Class Y Shares		600,000		0.01
Preferred Stock		100,000		0.01
Total		5,500,000

Common Stock

The following table details the movement in the Company’s outstanding shares of common stock (in thousands). There were no outstanding Class S, Class T or Class X shares as of March 31, 2026:


	For The Three Months Ended March 31, 2026
	Class D			Class I			Class S		Class T		Class E			Class X		Class Y			Total
Beginning balance		1,009			13,949			—		—		55,790			—		8,579			79,327
Common stock issued		5			865			—		—		2,106			—		1,239			4,215
Distribution reinvestment		10			82			—		—		334			—		58			484
Common stock repurchased		(11	)		(354	)		—		—		(147	)		—		(30	)		(542	)
Ending balance		1,013			14,542			—		—		58,083			—		9,846			83,484

The following table details the movement in the Company’s outstanding shares of common stock (in thousands). There were no outstanding Class S, Class T or Class X shares as of March 31, 2025:


	For The Three Months Ended March 31, 2025
	Class D			Class I			Class S			Class T		Class E			Class X		Class Y		Total
Beginning balance		993			10,146			56			—		18,566			—		2,131		31,892
Common stock issued		60			1,662			—			—		24,171			—		1,426		27,319
Distribution reinvestment		—			—			—			—		—			—		—		—
Common stock repurchased		(3	)		(113	)		(56	)		—		(3	)		—		—		(175	)
Ending balance		1,050			11,695			—			—		42,734			—		3,557		59,036

There was no outstanding preferred stock as of March 31, 2026 and December 31, 2025, respectively.

Share repurchases

The Company repurchased shares of its common stock for $5.9 million during the three months ended March 31, 2026. The Company had no unfulfilled repurchase requests during the three months ended March 31, 2026. See Note 13 for further details on repurchases of Mandatorily Redeemable Instruments.

Distribution reinvestment plan

The Company has adopted a distribution reinvestment plan whereby holders of shares of common stock will have the cash distributions attributable to the shares they own reinvested in additional shares; provided, however, that clients of certain participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan and stockholders that are residents of certain states that do not permit automatic enrollment in the distribution reinvestment plan will automatically receive their distributions in cash unless they elect to participate in the distribution reinvestment plan.

The purchase price for shares of the Company's common stock purchased pursuant to the distribution reinvestment plan will be equal to the transaction price for the applicable class of shares at the time the distribution is payable (which will generally be equal to the Company’s prior month’s NAV per share). Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares of common stock pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to Class D shares, Class S shares, Class T shares and Class Y shares are calculated based on the Company’s 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. Shares acquired under the distribution reinvestment plan will entitle the participant to the same rights and be treated in the same manner as shares purchased in the Offerings.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Shares of each class of common stock receive the same gross distribution per share. The net distribution varies for shares of each class 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 tables detail the distributions declared for shares of each applicable class of common stock:


	For The Three Months Ended March 31, 2026
	Class D		Class I		Class S(2)		Class T		Class E		Class X		Class Y
Aggregate gross distributions declared per share of common stock	$	0.1264	$	0.1264	$	—	$	—	$	0.1264	$	—	$	0.1264
Stockholder servicing fee per share of common stock(1)		—		—		—		—		—		—		(0.0235	)
Net distributions declared per share of common stock	$	0.1264	$	0.1264	$	—	$	—	$	0.1264	$	—	$	0.1029


	For The Three Months Ended March 31, 2025
	Class D		Class I		Class S(2)			Class T		Class E		Class X		Class Y
Aggregate gross distributions declared per share of common stock	$	0.1125	$	0.1125	$	0.0375		$	—	$	0.1125	$	—	$	0.1125
Stockholder servicing fee per share of common stock(1)		—		—		(0.0078	)		—		—		—		(0.0229	)
Net distributions declared per share of common stock	$	0.1125	$	0.1125	$	0.0297		$	—	$	0.1125	$	—	$	0.0896

(1) Stockholder servicing fees only apply to Class D, Class S, Class T and Class Y shares. For purposes of NAV, the Company recognizes the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is incurred. Under GAAP, the Company accrues the full cost of the stockholder servicing fee as an offering cost at the time the Company sells Class D, Class S, Class T and Class Y shares. The stockholder servicing fee on Class D shares was waived as of March 31, 2026, and the NAV attributable to current holders of Class D shares will not be included in the computation of stockholder servicing fees charged on Class D shares in perpetuity. The Company accrued stockholder servicing fees of $7.1 million and $6.3 million as of March 31, 2026 and December 31, 2025, respectively.

(2) All Class S shares were repurchased prior to the February 28, 2025 record date for distributions.

Redeemable Non-Controlling Interest

In connection with its performance participation interest, the Special Limited Partner holds Class E units. See Note 9 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, the Company has classified these Class E units as redeemable non-controlling interest in mezzanine equity on the Company’s Condensed Consolidated Balance Sheets. 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 distributions, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period which was $0.3 million and $0.9 million as of March 31, 2026 and December 31, 2025, respectively.