XML 52 R16.htm IDEA: XBRL DOCUMENT v3.25.4
DST Program
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
DST Program DST Program
On August 31, 2023, the Company, through NLT OP, initiated a DST Program to issue and sell up to a maximum aggregate offering amount of $3,000,000 of Interests in one or more DSTs holding DST Properties in private placement. Under the DST Program, DST Properties, which may be sold, contributed, sourced, or otherwise seeded from the Company’s real properties held through NLT OP or from third parties, will be held in one or more DSTs and leased back by wholly owned subsidiaries of NLT OP in accordance with corresponding master lease agreements. NLT OP will have the right, but not the obligation, to acquire the Interests in the applicable DST from the beneficial owners or the applicable DST’s right, title, interest in any portion of the DST Properties from the beneficial owners, in each case, in exchange for cash or OP Units, at a purchase price equal to the fair market value of the beneficial owner’s interest in one or more of the DST Properties (“FMV Buyback Option”). The FMV Buyback Option is generally exercisable during the one-year option period beginning two years from the final closing of the applicable DST Offering or in such other time frame as provided
for in the applicable DST arrangement. After a one-year holding period, investors who receive OP Units pursuant to the FMV Buyback Option generally have the right to cause NLT OP to redeem all or a portion of their OP Units for, at the Company’s sole discretion, common shares of the Company, cash, or a combination of both.
The proceeds received from the DST Program are accounted for as a financing obligation liability on the Consolidated Balance Sheets. The sale of Interests in the DST Property is accounted for as a failed sale-leaseback transaction due to the FMV Buyback Option retained by NLT OP and in accordance with ASC 842, the properties remain on the Company’s Consolidated Balance Sheet. The Company has elected to account for the DST financing obligations using the FVO in accordance with ASC 825 and applies the FVO for each financial obligation recognized as Interests are sold, thus the election is occurring on an instrument-by-instrument basis. When the FVO is elected for a financial obligation, the Company subsequently measures the instrument at fair value and separately presents the changes in fair value resulting from instrument specific credit risk, if any, in other comprehensive income. The impact of changes in fair value other than those related to instrument specific credit risk are recorded in earnings, which represents a debit or credit entry, with the offset recorded as an adjustment to the financial obligation each reporting period.
Under the applicable master lease agreements, the Company is responsible for ongoing property management and for making fixed payments to the DSTs regardless of whether the DST Properties’ cash flows are sufficient to cover the payment. Accordingly, a holder of the DST’s beneficial interest receives a fixed payment from the Company and the potential for capital appreciation through the FMV Buyback Option. In exchange for these payments, the Company is entitled to receive the operating cash flows from the properties. For financial reporting purposes, the DST entities are not consolidated by the Company, but the underlying DST Properties and related mortgage debt are included in the consolidated financial statements due to the resulting failed sale-leaseback transactions. The DST Properties’ operations, including rental revenues and property operating expenses associated with the underlying property of each master lease and the master lease payment expense, are included in the respective line items on the Consolidated Statements of Operations.
As the FMV Buyback Option is exercised, the financial obligation is settled and is derecognized on the Company’s balance sheet. Upon exercise, management would record the final fair value adjustment to its financial obligation to reflect the value of the underlying properties at the date of exercise, and realize a gain or loss, as applicable.
If the FMV Buyback Option expires and is not exercised, the Company would reevaluate the existing failed sale-leaseback conclusions under ASC 842, determine whether a successful sale-leaseback occurs at that time and reevaluate the lease classification in accordance with ASC 842-10-25-1. While this has not happened since the inception of the Company’s DST Program, the Company expects that control of the property would transfer to the DST interest holders. Therefore, the real property and the financial obligation would be derecognized from the Company’s balance sheet and the Company would recognize a gain or loss, as applicable. The Company expects that the master lease would be classified as an operating lease, and as such, the Company would record a right-of-use asset and lease liability based on the guidance under ASC 842. The establishment of these assets and liabilities under ASC 842 would preclude any future accounting under a fair value election at that time.
During the year ended December 31, 2025, the Company sold one industrial asset, net of a $57,750 mortgage loan, to a DST as part of its second DST Offering of $60,900, sold 13 industrial assets to a DST as part of its third DST Offering of $95,540, and sold 40 retail assets to a DST as part of its fourth DST Offering of $229,250. See Note 9 - Debt for additional information regarding the mortgage loan. The Company did not sell or contribute any assets to a DST during the year ended December 31, 2024. During the year ended December 31, 2023, the Company contributed two industrial assets to a DST as part of the initial DST Program offering of $85,300. Wholly owned subsidiaries of the Company leased back the assets held in the DSTs in accordance with the master lease agreements.
The following tables provide details on the Company’s DST Program activity:
For the Year Ended December 31,
202520242023
Net proceeds from DST Interests sold (1)
$299,033 $38,433 $13,694 
Master lease payments (2)
$16,874 $4,478 $1,120 
Distributions from the Company's DST Interests$5,399 $3,500 $611 
(1)    Proceeds from DST Interests sold for the years ended December 31, 2025, 2024, and 2023 are net of total upfront fees at closing of $6,305, $620, and $138, respectively, of which the Company earned $4,136, $384, and $138, respectively. The upfront fees earned at closing by the Company are included within Other income (expense), net on the Consolidated Statements of Operations.
(2)    We account for payments made to the DSTs under the master leases as a reduction of our financial obligations prior to remeasuring the fair value.
December 31, 2025December 31, 2024
DST financing obligation (1)
$350,125 $52,123 
(1)    The DST financing obligation is included within Other liabilities on the Consolidated Balance Sheets.

From inception of the DST Program through December 31, 2025, the Company has raised gross proceeds of $357,568 from its DST Program.
Equity and Non-Controlling Interest
Authorized Capital
As of December 31, 2025, the Company had the authority to issue an unlimited number of preferred shares and four classes of common shares including Class S shares, Class N shares, Class D shares, and Class I shares. Each class of common shares and preferred shares has a par value of $0.01. The Company’s Board of Trustees has the ability to establish the preferences and rights of each class of common shares or series of preferred shares, without shareholder approval, and as such, it may afford the holders of any series of preferred shares preferences, powers and rights senior to the rights of holders of common shares. The differences among the common share classes relate to upfront transaction fees and ongoing shareholder servicing fees. See Note 2 – Summary of Significant Accounting Policies and Estimates for a further description of such items. Other than the differences in upfront transaction fees and ongoing shareholder servicing fees, each class of common shares has the same economic and voting rights.
Common Shares
The following table details the movement in the Company’s outstanding common shares:
Class S
Class N
Class DClass ITotal
December 31, 202243,401,686–1,385,42131,668,25976,455,366
Common shares issued48,158,608–3,247,57370,130,943121,537,124
Distribution reinvestment1,982,704–93,6891,886,8553,963,248
Common shares repurchased(1,474,835)— (237,865)(2,034,326)(3,747,026)
December 31, 202392,068,163–4,488,818101,651,731198,208,712
Common shares issued96,583,42715,060,5271,877,083118,794,817232,315,854
Distribution reinvestment4,816,16695,10060,7455,143,51510,115,526
Common shares repurchased(6,435,036)–— (10,984,757)(17,419,793)
Common shares converted (1)
(65,954)–(4,674,741)4,661,712(78,983)
December 31, 2024186,966,76615,155,6271,751,905219,267,018423,141,316
Common shares issued123,170,26432,167,8706,040,720151,257,759312,636,613
Distribution reinvestment8,720,501980,502224,3248,960,00318,885,330
Common shares repurchased(9,362,693)(504,506)(266,950)(22,009,884)(32,144,033)
Common shares converted (2)
(2,523,694)–1,170,048 1,359,2155,569 
December 31, 2025306,971,14447,799,4938,920,047358,834,111722,524,795
(1)     During the year ended December 31, 2024, 65,954 Class S shares with a value of $664 and 4,674,741 Class D shares with a value of $46,636 were converted into 4,661,712 Class I shares based on the respective period’s NAV per share.
(2)    During the year ended December 31, 2025, 2,523,694 Class S shares with a value of $25,763 were converted into 1,170,048 Class D shares and 1,359,215 Class I shares based on the respective period’s NAV per share.
Redeemable Common Shares
In connection with the Company’s payment of interest on its affiliate line of credit and management fee, the Adviser holds Class I shares. See Note 11 – Related Party Transactions for further details on the affiliate line of credit and management fee. The Adviser and BO Lender have the ability to redeem the Class I shares for cash at their election, therefore the Company has classified these Class I shares as Redeemable common shares outside of equity on the Company’s Consolidated Balance Sheet. As of December 31, 2025, 2024 and 2023, we have issued 15,580,640, 8,418,113 and 3,735,867 Redeemable common shares, respectively. As of December 31, 2025 and 2024, 745,946 and 5,563,867 Redeemable common shares, respectively, remained outstanding. See Note 11 - Related Party Transactions for further details on the redemption of Redeemable common shares.
The Redeemable common shares are recorded at the greater of (i) their issuance amount, or (ii) their redemption value, which is equivalent to the fair value of the shares at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment of $268, $227 and $(4), during the years ended December 31, 2025, 2024 and 2023, respectively.
Share and Unit Repurchases
The Company adopted a share repurchase plan whereby, subject to certain limitations, shareholders can request, on a quarterly basis, that the Company repurchase all or any portion of their shares. The repurchase price per share will generally be equal to the NAV per share as of the last calendar day of the first month of the applicable calendar quarter, except that, subject to certain exceptions, shares that have not been outstanding for at least one year which will be repurchased at 98% of the transaction price (“Early Repurchase Deduction”). The aggregate NAV of total repurchases of Class S, Class N, Class D, and Class I shares (including repurchases by certain “fund of fund” vehicles and certain U.S. investor access funds primarily created to hold our common shares but excluding any Early Repurchase Deduction applicable to the repurchased shares) is limited to no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the preceding three months for which NAV is available). Shareholders may request on a quarterly basis that the Company repurchase all or any portion of their shares and may submit such repurchase requests beginning after the start of the second month of the applicable calendar quarter. The Early Repurchase Deduction does not apply to shares acquired through the distribution reinvestment plan or to repurchases of common shares submitted by discretionary model portfolio management programs (and similar arrangements) as approved by the Company. In addition, the Company may not apply the Early Repurchase Deduction to certain “fund of fund” or feeder vehicles or their respective underlying investors.
Other than as described for Redeemable common shares and Redeemable Non-Controlling Interests, the Company is not obligated to repurchase any shares and could choose to repurchase fewer shares than were requested to be repurchased, or none at all. Further, the Board of Trustees may modify and suspend the Company’s Share Repurchase Plan if it deems such action to be in the Company’s best interest and the best interest of its shareholders. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any particular calendar quarter, shares repurchased during such calendar quarter would be repurchased on a pro rata basis.
For the year ended December 31, 2025, the Company repurchased 32,144,033 common shares for a total of $331,163. Additionally, the Company converted 3,330,927 OP Units to REIT Shares with a value of $34,464. The Company had no unfulfilled repurchase requests during the year ended December 31, 2025.
For the year ended December 31, 2024, the Company repurchased 17,419,793 common shares and 34,231 OP Units for a total of $176,039 and $350, respectively. Additionally, the Company converted 1,027,885 OP Units to REIT Shares with a value of $10,499. The Company had no unfulfilled repurchase requests during the year ended December 31, 2024.
For the year ended December 31, 2023, the Company repurchased 3,747,026 common shares and 2,213,040 OP Units for a total of $38,425 and $22,554, respectively. The Company had not repurchased any common shares. The Company had no unfulfilled repurchase requests during the year ended December 31, 2023.
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 shareholders each year to comply with the REIT provisions of the Internal Revenue Code. Each class of common shares receive the same gross distribution per share. The net distribution varies for each class based on the applicable shareholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.
The following tables detail the aggregate distributions declared for each applicable class of common shares for the years ended December 31, 2025, 2024 and 2023:
Year Ended December 31, 2025
Class SClass NClass DClass I
Aggregate gross distributions declared per common share$0.7000 $0.7000 $0.7000 $0.7000 
Stockholder servicing fee per common share(0.0869)(0.0514)(0.0256)— 
Net distributions declared per common share$0.6131 $0.6486 $0.6744 $0.7000 
Year Ended December 31, 2024
Class SClass NClass DClass I
Aggregate gross distributions declared per common share$0.7000 $0.4083 $0.7000 $0.7000 
Stockholder servicing fee per common share(0.0856)(0.0296)(0.0248)— 
Net distributions declared per common share$0.6144 $0.3787 $0.6752 $0.7000 
Year Ended December 31, 2023
Class SClass NClass DClass I
Aggregate gross distributions declared per common share$0.7000 $— $0.7000 $0.7000 
Stockholder servicing fee per common share(0.0870)— (0.0253)— 
Net distributions declared per common share$0.6130 $— $0.6747 $0.7000 
The Company has adopted a distribution reinvestment plan whereby shareholders will have their cash distributions automatically reinvested in additional common shares unless they elect to receive their distributions in cash. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the transaction price at the time the distribution is payable. Shareholders will not pay an upfront transaction fee when purchasing shares pursuant to the distribution reinvestment plan. The ongoing servicing fees with respect to shares of Class S shares, Class N shares, and Class D shares are calculated based on the NAV for those shares and may reduce the NAV.
Redeemable Non-controlling Interest
In connection with the payment of its performance participation allocation, the Special Limited Partners hold Class I OP Units. See Note 11 - Related Party Transactions for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partners have the ability to redeem their Class I OP Units for Class I shares in the Company or cash at their election, the Company has classified these Class I OP Units as Redeemable Non-controlling Interest in mezzanine equity on the Company’s Consolidated Balance Sheet.
The following table details the redeemable non-controlling interest activity related to the Special Limited Partner for the year ended December 31, 2023 through the year ended December 31, 2025:
Balance as of December 31, 2022$1,657 
Settlement of current year performance participation allocation16,428 
Net income (loss) allocation
(210)
Other comprehensive income (loss) allocation
(121)
Distributions(561)
Fair value allocation586 
Reallocation between additional paid-in capital and non-controlling interests due to changes in NLT OP ownership197 
Balance as of December 31, 2023$17,976 
Settlement of current year performance participation allocation21,126 
Repurchases(276)
Net income (loss) allocation
1,301 
Other comprehensive income (loss) allocation
(183)
Distributions(1,787)
Fair value allocation862 
Reallocation between additional paid-in capital and non-controlling interests due to changes in NLT OP ownership933 
Balance as of December 31, 2024$39,952 
Settlement of current year performance participation allocation82,755 
Repurchases(1,163)
Net income (loss) allocation
5,679 
Other comprehensive income (loss) allocation
310 
Distributions(5,096)
Fair value allocation2,488 
Reallocation between additional paid-in capital and non-controlling interests due to changes in NLT OP ownership435 
Balance as of December 31, 2025$125,360 
During the years ended December 31, 2025, 2024 and 2023, the Company issued Class I OP Units to the Special Limited Partners as payment of the performance participation allocation. As of December 31, 2025, 134,418 units had been redeemed for cash, and 6,718 OP units had been exchanged for Class I shares in the Company.
The Redeemable Non-controlling Interests are recorded at the greater of (i) their carrying amount, adjusted for their share of the allocation of GAAP net income or loss and distributions, or (ii) their redemption value, which is equivalent to the fair value of such interests at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment between Additional Paid-in-Capital and Redeemable Non-controlling Interest of $2,488, $862 and $586 for the years ended December 31, 2025, 2024 and 2023, respectively.
Share-Based Compensation
During the years ended December 31, 2025, 2024 and 2023, we awarded independent members of the Board of Trustees 39,255, 38,683 and 16,397 shares of restricted Class I shares, respectively. The restricted Class I shares are subject to a vesting period of 13.5 months. The Company incurred total share-based compensation expense of approximately $447, $395 and $170 for the years ended December 31, 2025, 2024 and 2023, respectively.