Shareholders' Equity and Share-Based Compensation (Notes)

6 Months Ended

Jun. 30, 2025

Shareholders' Equity and Share-based Compensation

SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Preferred Stock. The Company’s Board of Directors has designated 6,600,000 shares of the Company’s preferred stock for issuance as Series C Preferred Stock, of which the Company has 4,460,000 of such shares outstanding as of June 30, 2025. The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and will remain outstanding indefinitely unless redeemed, repurchased, or converted into common stock pursuant to the terms of the Series C Preferred Stock. As of April 15, 2025, the Series C Preferred Stock may be redeemed at any time and from time to time at the Company's option at a cash redemption price of $25.00 per share plus any accumulated and unpaid dividends. In addition, the Series C Preferred Stock will now pay a quarterly cumulative cash dividend at a percentage of its $25.00 liquidation value per share equal to 3-month term SOFR plus the statutorily prescribed tenor spread adjustment of 0.26161% in addition to the spread pursuant to the terms of the Series C Preferred Stock of 5.461% for a total spread of 5.723%. The Company paid a quarterly dividend of $0.62395 per share of Series C Preferred Stock on July 15, 2025 to shareholders of record as of July 1, 2025.

Common Stock. During the six months ended June 30, 2025, the Company issued 40,712,768 shares of its common stock through its at-the-market (“ATM”) program at an aggregate value of $522 million, net of broker commissions and fees. The Company declared monthly dividends on its common stock totaling $0.51 for the three months ended June 30, 2025. The Company’s timing, frequency, and amount of dividends declared on its common stock are determined by its Board of Directors. When declaring dividends, the Board of Directors considers the Company’s taxable income, management’s view on long-term returns, the REIT distribution requirements of the Tax Code, and maintaining compliance with dividend requirements of the Series C Preferred Stock, along with other factors that the Board of Directors may deem relevant from time to time.

Share-Based Compensation. The following table presents a rollforward of share-based awards for the periods indicated:


	Six Months Ended
	June 30,
	2025			2024
Type of Award	Shares	Weighted Average Grant Date Fair Value Per Share		Shares	Weighted Average Grant Date Fair Value Per Share
Restricted stock:
Awards outstanding, beginning of period	93,595	$	12.78	104,282	$	12.61
Granted	—	—		65,668	12.56
Vested	(66,860)	12.96		(76,355)	12.37
Awards outstanding, end of period	26,735	$	12.34	93,595	$	12.78

Target RSUs: (1)
Awards outstanding, beginning of period	463,070	$	12.64	394,497	$	13.06
Granted	399,096	12.78		214,755	12.50
Vested	(150,199)	12.63		(68,896)	14.42
Awards outstanding, end of period	711,967	$	12.72	540,356	$	12.66

Target PSUs: (2)
Awards outstanding, beginning of period	482,409	$	12.32	276,866	$	13.17
Granted	371,282	12.05		322,132	12.50
Vested	—	—		—	—
Awards outstanding, end of period	853,691	$	12.20	598,998	$	12.81

(1)The number of RSUs shown represent the target number of awards. Actual number of shares that will potentially settle may range from 0% if the recipient’s service-based vesting condition is not met to 100% if the service-based vesting condition is met.

(2)The number of PSUs shown represent the target number of awards. Actual number of shares that will potentially settle may range from 0% to 200% based on the achievement of the performance goals defined in each grant award.

The restricted stock awards that vested during the six months ended June 30, 2025 were all granted to employees except for 38,068 granted to the Company’s non-employee members of its Board of Directors. Restricted stock granted to employees generally vests in equal installments over a period of 3 years.

RSUs vest in equal installments over a period of 3 years. PSUs cliff vest based on performance results measured over a period of 3 years. The Company expects 101% of the remaining target PSUs outstanding as of June 30, 2025 will be settled on their vesting dates.

The Company has DERs accrued for RSUs and PSUs of $1 million and $1 million, respectively, as of June 30, 2025 and as of December 31, 2024, which are included on the Company’s consolidated balance sheet within “accrued dividends payable.”

Total share-based compensation expense recognized by the Company for the three and six months ended June 30, 2025 was $3 million and $6 million compared to $1 million and $5 million for the three and six months

ended June 30, 2024. The following table discloses the Company’s remaining compensation expense related to stock awards it has granted as of June 30, 2025, which will be amortized over the period disclosed:


	June 30, 2025
($s in thousands)	Remaining Compensation Cost		WAVG Period of Recognition
Restricted stock	$	258	1.4 years
RSUs	5,387		2.0 years
PSUs	3,885		2.1 years
Total	$	9,530	2.0 years