v3.25.2
Equity
6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Equity

12. Equity

As of June 30, 2025, the Company was authorized to issue an unlimited number of shares classified as common shares of beneficial interest, par value $0.01 per share (“common shares”). On March 29, 2024, the Company amended its Declaration of Trust, pursuant to which the Company is authorized to issue an unlimited number of common shares, including an unlimited number of shares classified as Class T shares, Class F-T shares, Class S shares, Class F-S shares, Class D shares, Class F-D shares, Class I shares, Class F-I shares, and Class E shares, and an unlimited number of shares classified as preferred shares of beneficial interest, par value $0.01 per share (“preferred shares”). On April 28, 2025, the Company adopted the Second Amended and Restated Declaration of Trust, pursuant to which the Company designated two new classes of common shares of beneficial interest, Class F-IO common shares and Class IO common shares.

Effective April 28, 2025, the Company's board of trustees amended the Company's distribution reinvestment plan to incorporate Class F-IO shares and Class IO shares in the distribution reinvestment plan.

The share classes have different upfront selling commissions, dealer manager fees and ongoing shareholder servicing fees, as well as different management fees and performance participation allocations. Refer to "Note 10. Related Party Transactions" for more information.

The below table details shares issued and outstanding for the classes of common shares outstanding as of June 30, 2025 and December 31, 2024:

 

Share Class

 

June 30, 2025

 

 

December 31, 2024

 

Class S common shares, $0.01 par value per share

 

 

6,562,345

 

 

 

2,540,134

 

Class F-S common shares, $0.01 par value per share

 

 

18,560,127

 

 

 

18,504,342

 

Class I common shares, $0.01 par value per share

 

 

2,995,204

 

 

 

1,060,070

 

Class IO common shares, $0.01 par value per share

 

 

381,801

 

 

 

 

Class F-I common shares, $0.01 par value per share

 

 

7,983,541

 

 

 

9,723,315

 

Class F-IO common shares, $0.01 par value per share

 

 

2,628,427

 

 

 

 

Class E common shares, $0.01 par value per share

 

 

3,794,228

 

 

 

2,878,124

 

Total:

 

 

42,905,673

 

 

 

34,705,985

 

 

The table below details activity related to the Company's common share classes for the three and six months ended June 30, 2025:

 

 

 

For the Three Months Ended June 30, 2025

 

 

Class S

 

 

Class F-S

 

 

Class I

 

 

Class IO

 

 

Class F-I

 

 

Class F-IO

 

 

Class E

 

 

Total

 

March 31, 2025

 

 

4,455,704

 

 

 

18,592,527

 

 

 

1,964,394

 

 

 

 

 

 

10,475,346

 

 

 

 

 

 

3,267,600

 

 

 

38,755,571

 

Common shares issued

 

 

2,071,295

 

 

 

 

 

 

1,160,244

 

 

 

231,116

 

 

 

77,038

 

 

 

 

 

 

500,250

 

 

 

4,039,943

 

Dividend reinvested

 

 

44,208

 

 

 

149,621

 

 

 

19,690

 

 

 

1,561

 

 

 

58,204

 

 

 

11,696

 

 

 

40,173

 

 

 

325,153

 

Common shares repurchased

 

 

(8,862

)

 

 

(182,021

)

 

 

 

 

 

 

 

 

(10,316

)

 

 

 

 

 

(13,795

)

 

 

(214,994

)

Share class transfer

 

 

 

 

 

 

 

 

(149,124

)

 

 

149,124

 

 

 

(2,616,731

)

 

 

2,616,731

 

 

 

 

 

 

 

June 30, 2025

 

 

6,562,345

 

 

 

18,560,127

 

 

 

2,995,204

 

 

 

381,801

 

 

 

7,983,541

 

 

 

2,628,427

 

 

 

3,794,228

 

 

 

42,905,673

 

 

 

 

For the Six Months Ended June 30, 2025

 

 

Class S

 

 

Class F-S

 

 

Class I

 

 

Class IO

 

 

Class F-I

 

 

Class F-IO

 

 

Class E

 

 

Total

 

December 31, 2024

 

 

2,540,134

 

 

 

18,504,342

 

 

 

1,060,070

 

 

 

 

 

 

9,723,315

 

 

 

 

 

 

2,878,124

 

 

 

34,705,985

 

Common shares issued

 

 

3,960,341

 

 

 

 

 

 

2,055,066

 

 

 

231,116

 

 

 

764,385

 

 

 

 

 

 

874,711

 

 

 

7,885,619

 

Dividend reinvested

 

 

72,005

 

 

 

295,280

 

 

 

29,192

 

 

 

1,561

 

 

 

122,888

 

 

 

11,696

 

 

 

74,326

 

 

 

606,948

 

Common shares repurchased

 

 

(10,135

)

 

 

(239,495

)

 

 

 

 

 

 

 

 

(10,316

)

 

 

 

 

 

(32,933

)

 

 

(292,879

)

Share class transfer

 

 

 

 

 

 

 

 

(149,124

)

 

 

149,124

 

 

 

(2,616,731

)

 

 

2,616,731

 

 

 

 

 

 

 

June 30, 2025

 

 

6,562,345

 

 

 

18,560,127

 

 

 

2,995,204

 

 

 

381,801

 

 

 

7,983,541

 

 

 

2,628,427

 

 

 

3,794,228

 

 

 

42,905,673

 

During the three months ended June 30, 2025, 2,616,731 Class F-I shares and 149,124 Class I shares were exchanged for an equivalent number of Class F-IO shares and Class IO shares, respectively.

The table below details activity related to the Company's common share classes for the three months ended June 30, 2024:

 

 

Class F-S

 

 

Class F-I

 

 

Class E

 

 

Total

 

March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued

 

 

13,774,085

 

 

 

5,951,045

 

 

 

2,092,728

 

 

 

21,817,858

 

Dividend reinvested

 

 

35,493

 

 

 

11,152

 

 

 

9,214

 

 

 

55,859

 

June 30, 2024

 

 

13,809,578

 

 

 

5,962,197

 

 

 

2,101,942

 

 

 

21,873,717

 

 

Share Repurchase Plan

Our board of trustees adopted the Share Repurchase Plan, pursuant to which shareholders may request on a quarterly basis that the Company repurchase all or any portion of their common shares, subject to certain limitations as set forth therein. The aggregate NAV of total repurchases of our common shares (including repurchases at certain non-U.S. investor access funds primarily created to hold our common shares) is limited to no more than 5% of our aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of each of the immediately preceding three months). Shares or units issued to the Adviser and the Special Limited Partner pursuant to the Advisory Agreement or with respect to the performance participation allocation, respectively, are not subject to these repurchase limitations. We are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular quarter in our discretion. In addition, our ability to fulfill repurchase requests is subject to a number of limitations. As a result, share repurchases may not be available each quarter. Under the Share Repurchase Plan, to the extent we choose to repurchase shares in any particular quarter, we will only repurchase shares as of the opening of the last business day of that quarter (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date, except that shares that have not been outstanding for at least one year will be repurchased at 98% of the transaction price. The one-year holding period is measured as of the subscription closing date immediately following the prospective Repurchase Date.

During the three months ended June 30, 2025, the aggregate proceeds used by the Company to repurchase shares were $176 for Class S shares, $3,701 for Class F-S shares, $210 for Class F-I shares and $280 for Class E shares.

During the six months ended June 30, 2025, the aggregate proceeds used by the Company to repurchase shares were $201 for Class S shares, $4,842 for Class F-S shares, $210 for Class F-I shares and $661 for Class E shares.

There were no share repurchases pursuant to the Share Repurchase Plan during the three and six months ended June 30, 2024.

 

Distributions

The table below details the Company's distribution per share for the Company's common share classes for the three and six months ended June 30, 2025 and 2024:

 

 

For the Three Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

 

Aggregate gross distributions declared per share

 

 

Shareholder servicing fee per share

 

 

Net distributions declared per share

 

 

Aggregate gross distributions declared per share

 

 

Shareholder servicing fee per share

 

 

Net distributions declared per share

 

Class S

 

$

0.3045

 

 

$

(0.0430

)

 

$

0.2615

 

 

$

-

 

 

$

-

 

 

$

-

 

Class F-S

 

$

0.3045

 

 

$

(0.0430

)

 

$

0.2615

 

 

$

0.2542

 

 

$

(0.0426

)

 

$

0.2116

 

Class I

 

$

0.3045

 

 

$

-

 

 

$

0.3045

 

 

$

-

 

 

$

-

 

 

$

-

 

Class IO

 

$

0.3045

 

 

$

-

 

 

$

0.3045

 

 

$

-

 

 

$

-

 

 

$

-

 

Class F-I

 

$

0.3045

 

 

$

-

 

 

$

0.3045

 

 

$

0.2542

 

 

$

-

 

 

$

0.2542

 

Class F-IO

 

$

0.3045

 

 

$

-

 

 

$

0.3045

 

 

$

-

 

 

$

-

 

 

$

-

 

Class E

 

$

0.3045

 

 

$

-

 

 

$

0.3045

 

 

$

0.2542

 

 

$

-

 

 

$

0.2542

 

 

 

 

For the Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

 

Aggregate gross distributions declared per share

 

 

Shareholder servicing fee per share

 

 

Net distributions declared per share

 

 

Aggregate gross distributions declared per share

 

 

Shareholder servicing fee per share

 

 

Net distributions declared per share

 

Class S

 

$

0.6078

 

 

$

(0.0860

)

 

$

0.5218

 

 

$

-

 

 

$

-

 

 

$

-

 

Class F-S

 

$

0.6078

 

 

$

(0.0860

)

 

$

0.5218

 

 

$

0.2542

 

 

$

(0.0426

)

 

$

0.2116

 

Class I

 

$

0.6078

 

 

$

-

 

 

$

0.6078

 

 

$

-

 

 

$

-

 

 

$

-

 

Class IO

 

$

0.3045

 

 

$

-

 

 

$

0.3045

 

 

$

-

 

 

$

-

 

 

$

-

 

Class F-I

 

$

0.6078

 

 

$

-

 

 

$

0.6078

 

 

$

0.2542

 

 

$

-

 

 

$

0.2542

 

Class F-IO

 

$

0.3045

 

 

$

-

 

 

$

0.3045

 

 

$

-

 

 

$

-

 

 

$

-

 

Class E

 

$

0.6078

 

 

$

-

 

 

$

0.6078

 

 

$

0.2542

 

 

$

-

 

 

$

0.2542

 

 

 

On October 20, 2023, the Company was capitalized with a $1 investment by MSREI Holding at a purchase price of $20.00 per share. On March 28, 2024, the Company paid a distribution of $11 or $216.89 per common share to MSREI Holding. Immediately following such distribution, the Company repurchased all 50 shares from MSREI Holding at a price per common share equal to $20.00.

Share-Based Compensation

In April 2025, the Company's board of trustees were granted $79 in aggregate compensation in the form of 3,888 restricted Class E shares. The shares were issued at the most recent NAV per share of $20.26 and the shares, and their related distributions, are subject to a one-year vesting period.

In April 2024, the Company's board of trustees were granted $79 in aggregate compensation in the form of 3,938 restricted Class E shares. The shares were issued at the most recent NAV per share of $20.00 and the shares, and their related distributions, vested in April 2025.

During the three and six months ended June 30, 2025, the Company recognized $20 and $39, respectively, and during the three and six months ended June 30, 2024, the Company recognized $20, respectively, of compensation expense related to these grants recorded in general and administrative expense in the condensed consolidated statements of operations.