v3.25.2
Redeemable Common Stock - Related Party
 6 Months Ended
Jun. 30, 2025
Temporary Equity Disclosure [Abstract]  
Redeemable Common Stock - Related Party Redeemable Common Stock - Related Party
Invesco Realty, Inc. (“Invesco Realty”), an affiliate of Invesco, has committed to purchase up to $300.0 million in shares of our common stock (the “Invesco Subscription Agreement”). Invesco has committed to purchase $150.0 million in capital under the Invesco Subscription Agreement in one or more closings through March 23, 2028. We may also call up to $150.0 million in additional capital (for a total of $300.0 million) if needed to avoid triggering any concentration limit imposed by a third party in connection with its distribution or placement of our shares or for purposes of repaying indebtedness drawn on the revolving credit facility. As of June 30, 2025, we had called $120.0 million of the total $300.0 million. The remaining uncalled amount serves as collateral for the revolving credit facility.

Invesco Realty may not submit its shares for repurchase under the share repurchase plan described in Note 12 - “Stockholders’ Equity” until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco Realty after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the shares acquired by Invesco Realty at any time at a per share price equal to the most recently
determined NAV per share for each class (or another transaction price we believe reflects the NAV per share more appropriately than the prior month’s NAV per share). The Adviser or its affiliate must continue to hold at least $200,000 in shares for so long as Invesco or any affiliate thereof serves as our external adviser.
As discussed in Note 10 - “Related Party Transactions”, our management and performance fees are payable in cash or Class E shares at the option of the Adviser. Because the Adviser may elect to have the Company repurchase shares issued as payment for management fees or performance fees, we classify these shares as redeemable common stock. Class E shares issued to the Adviser as payment for management or performance fees are not subject to the repurchase limits of the Company’s share repurchase plan described in Note 12 - “Stockholders’ Equity,” any lockup period applicable to the Adviser, or any reduction penalty for an early repurchase. The Adviser also has the option to exchange Class E shares issued as payment for management or performance fees for Class S, Class S-1, Class D, Class D-1, Class F, or Class I shares. During the three months ended June 30, 2025, we issued 41,491 Class E shares to the Adviser as payment for management fees payable as of March 31, 2025.
The following tables summarize the changes in redeemable common stock for the six months ended June 30, 2025 and 2024:
$ in thousandsClass S Redeemable Common StockClass D Redeemable Common StockClass I Redeemable Common StockClass E Redeemable Common StockTotal Redeemable Common Stock
Balance as of December 31, 2024$37,554 $37,554 $37,565 $38,694 $151,367 
Issuance of redeemable common stock— — — 2,814 2,814 
Repurchase of redeemable common stock(7,500)(7,500)(7,500)(7,500)(30,000)
Adjustment to carrying value of redeemable common stock(4)(5)(1)170 160 
Balance as of March 31, 2025$30,050 $30,049 $30,064 $34,178 $124,341 
Issuance of redeemable common stock— — — 1,062 1,062 
Repurchase of redeemable common stock— — — (148)(148)
Adjustment to carrying value of redeemable common stock(23)(22)(39)29 (55)
Balance as of June 30, 2025$30,027 $30,027 $30,025 $35,121 $125,200 
$ in thousandsClass S Redeemable Common SharesClass D Redeemable Common SharesClass I Redeemable Common SharesClass E Redeemable Common SharesTotal Redeemable Common Stock
Balance as of December 31, 2023$26,335 $26,335 $26,335 $26,335 $105,340 
Issuance of redeemable common stock— — — — — 
Adjustment to carrying value of redeemable common stock— — — — — 
Balance as of March 31, 2024$26,335 $26,335 $26,335 $26,335 $105,340 
Issuance of redeemable common stock— — — 145 145 
Repurchase of redeemable common stock(25,000)(25,000)(25,000)(25,000)(100,000)
Adjustment to carrying value of redeemable common stock35 35 13 92 175 
Balance as of June 30, 2024$1,370 $1,370 $1,348 $1,572 $5,660 
The following tables summarize the changes in our outstanding shares of redeemable common stock shares for the six months ended June 30, 2025 and 2024:
Class S Redeemable Common
Shares		Class D Redeemable Common
Shares		Class I Redeemable Common
Shares		Class E Redeemable Common
Shares		Total Redeemable Common Stock
Outstanding Shares as of December 31, 20241,496,143 1,497,041 1,492,906 1,519,133 6,005,223 
Issuance of redeemable common stock — — — 110,485 110,485 
Repurchase of redeemable common stock(299,220)(299,413)(298,472)(293,940)(1,191,045)
Outstanding Shares as of March 31, 20251,196,923 1,197,628 1,194,434 1,335,678 4,924,663 
Issuance of redeemable common stock— — — 41,491 41,491 
Repurchase of redeemable common stock— — — (5,792)(5,792)
Outstanding Shares as of June 30, 20251,196,923 1,197,628 1,194,434 1,371,377 4,960,362 
Class S Redeemable Common SharesClass D Redeemable Common SharesClass I Redeemable Common SharesClass E Redeemable Common SharesTotal Redeemable Common Stock
Outstanding Shares as of December 31, 20231,052,487 1,052,487 1,052,487 1,052,464 4,209,925 
Issuance of redeemable common stock— — — — — 
Outstanding Shares as of March 31, 20241,052,487 1,052,487 1,052,487 1,052,464 4,209,925 
Issuance of redeemable common stock— — — 5,792 5,792 
Repurchase of redeemable common stock(997,920)(997,921)(998,825)(995,972)(3,990,638)
Outstanding Shares as of June 30, 202454,567 54,566 53,662 62,284 225,079 
Stockholders’ Equity
Stapled Unit Offerings of Preferred and Common Stock
On January 31, 2025, we redeemed all 111 Stapled Units and 117 New Stapled Units issued and outstanding. Each Stapled Unit consists of one share of 12.5% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), one Class S Share, one Class D Share and one Class I Share. Each New Stapled Unit consists of one share of Series A Preferred Stock and one Class S-1 Share. The cash redemption price for each share of stapled common stock was the NAV per share for the applicable share class as of December 31, 2024. Through the redemption of all Stapled Units and New Stapled Units, we redeemed all 228 issued and outstanding shares of our Series A Preferred Stock for approximately $232,000, plus accrued and unpaid dividends. The cash redemption price for each share of Series A Preferred Stock was $1,000. The excess of the consideration transferred over carrying value was accounted for as a deemed dividend and resulted in a reduction of approximately $27,000 in net income (loss) attributable to common stockholders for the six months ended June 30, 2025. Prior to redemption, holders of our Series A Preferred Stock were entitled to receive dividends at an annual rate of 12.5% of the liquidation preference of $1,000 per share or $125.00 per share per annum.
Common Stock
The table below summarizes changes in our outstanding shares of common stock for the six months ended June 30, 2025 and 2024. We did not issue any Class D-1 Shares as of June 30, 2025.
Six Months Ended June 30, 2025
Class S
Shares		Class S-1 SharesClass D
Shares		Class D-1
Shares		Class I
Shares		Class E
Shares		Class F SharesTotal
Total Outstanding Shares as of December 31, 20241,502,214 7,226,062 1,499,147 — 4,171,608 1,635,105 8,218,258 24,252,394 
Issuance of common stock to unaffiliated stockholders3,969 3,261,421 8,211 — 1,088,268 8,244 — 4,370,113 
Common stock distribution reinvestment— 98,095 99 — 36,810 1,370 161,371 297,745 
Issuance of redeemable common shares(1)
— — — — — 110,485 — 110,485 
Repurchase of common stock(111)(21,833)(111)— (8,678)— — (30,733)
Repurchase of redeemable common stock(299,220)— (299,413)— (298,472)(293,940)— (1,191,045)
Total Outstanding Shares as of March 31, 20251,206,852 10,563,745 1,207,933 — 4,989,536 1,461,264 8,379,629 27,808,959 
Issuance of common stock146,445 3,203,781 — — 1,542,452 9,001 — 4,901,679 
Stock awards(2)
— — — — — 7,700 — 7,700 
Issuance of redeemable common stock(1)
— — — — — 41,491 — 41,491 
Common stock distribution reinvestment240 133,400 198 — 48,497 1,484 157,380 341,199 
Repurchase of common stock— (23,808)— — (70,026)(1,954)— (95,788)
Repurchase of redeemable common stock — — — — — (5,792)— (5,792)
Total Outstanding Shares as of
June 30, 2025(1)
1,353,537 13,877,118 1,208,131 — 6,510,459 1,513,194 8,537,009 32,999,448 
(1) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.
(2) Represents shares issued to independent directors under the Incentive Plan.
Six Months Ended June 30, 2024
Class S
Shares		Class S-1 SharesClass D
Shares		Class I
Shares		Class E
Shares		Class F SharesTotal
Total Outstanding Shares as of December 31, 20231,052,598 1,054,174 1,052,598 1,383,506 1,067,805 — 5,610,681 
Issuance of common stock to unaffiliated stockholders— 1,467,311 — 656,221 57,994 — 2,181,526 
Common stock distribution reinvestment— 21,860 — 8,245 622 — 30,727 
Total Outstanding Shares as of March 31, 20241,052,598 2,543,345 1,052,598 2,047,972 1,126,421 — 7,822,934 
Issuance of common stock5,757 1,258,476 — 448,043 10,707 4,747,348 6,470,331 
Stock awards(1)
— — — — 3,340 — 3,340 
Issuance of redeemable common stock(2)
— — — — 5,792 — 5,792 
Common stock distribution reinvestment— 71,248 — 31,704 1,582 — 104,534 
Repurchase of common stock— — — (1,200)— (1,200)
Repurchase of redeemable common stock(997,920)— (997,921)(998,825)(995,972)— (3,990,638)
Total Outstanding Shares as of June 30, 202460,435 3,873,069 54,677 1,527,694 151,870 4,747,348 10,415,093 
(1) Represents shares issued to independent directors under the Incentive Plan.
(2) Consists of shares issued to an Invesco affiliate for the payment of management fees and performance fees that are classified as redeemable common stock. See Note 11 - “Redeemable Common Stock - Related Party”.

Distributions
We are generally required to distribute at least 90% our taxable income to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code. Taxable income does not necessarily equal net income as calculated in accordance with U.S. GAAP.
For the three and six months ended June 30, 2025, we declared distributions of $14.3 million and $27.3 million, respectively. We accrued $5.0 million for distributions payable, of which $791,000 was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of June 30, 2025. For the three and six months ended June 30, 2024, we declared distributions of $7.3 million and $13.6 million, respectively. We accrued $3.8 million for distributions payable, of which $1.0 million was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of December 31, 2024.
The tables below detail the aggregate distributions declared per share for each applicable class of stock for the three and six months ended June 30, 2025 and June 30, 2024:

Three Months Ended June 30, 2025
Class S
Shares		Class S-1
Shares		Class D
Shares		Class D-1
Shares		Class I
Shares		Class E
Shares		Class F
Shares
Aggregate distribution declared per share$0.4800 $0.4800 $0.4800 $— $0.4800 $0.4800 $0.4800 
Stockholder servicing fee per share(0.0046)(0.0533)— — — — — 
Net distribution declared per share$0.4754 $0.4267 $0.4800 $— $0.4800 $0.4800 $0.4800 
Six Months Ended June 30, 2025
Class S
Shares		Class S-1
Shares		Class D
Shares		Class D-1
Shares		Class I
Shares		Class E
Shares		Class F
Shares
Aggregate distribution declared per share$0.9800 $0.9800 $0.9800 $— $0.9800 $0.9800 $0.9800 
Stockholder servicing fee per share(0.0049)(0.1061)— — — — — 
Net distribution declared per share$0.9751 $0.8739 $0.9800 $— $0.9800 $0.9800 $0.9800 
Three Months Ended June 30, 2024
Class S
Shares		Class S-1
Shares		Class D
Shares		Class I
Shares		Class E
Shares
Class F
Shares(3)
Aggregate distribution declared per share$0.7800 $0.7800 $0.7800 $0.7800 $0.7800 $0.7800 
Stockholder servicing fee per share(0.0017)(0.0529)— — — — 
Net distribution declared per share$0.7783 $0.7271 $0.7800 $0.7800 $0.7800 $0.7800 
Six Months Ended June 30, 2024
Class S
Shares		Class S-1
Shares		Class D
Shares		Class I
Shares		Class E
Shares
Class F
Shares(3)
Aggregate distribution declared per share$1.6400 $1.6400 $1.6400 $1.6400 $1.6400 $0.7800 
Stockholder servicing fee per share(0.0017)(0.1063)— — — — 
Net distribution declared per share$1.6383 $1.5337 $1.6400 $1.6400 $1.6400 $0.7800 
Share Repurchase Plan
We have adopted a share repurchase plan for our common stock. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan.

Class F stockholders may not participate in our share repurchase plan until the earlier of (i) the date our NAV reaches $1.5 billion and (ii) March 23, 2028. However, Class F stockholders are entitled to request that we repurchase their shares in the event that there is a Key Person Event or a Material Strategy Change, as such terms are defined in the Class F subscription agreement.

During the three and six months ended June 30, 2025, we fulfilled all requests under the share repurchase plan and repurchased 95,788 and 126,521 shares of common stock for $2.4 million and $3.2 million, respectively. For the three and six months ended June 30, 2024, we repurchased 1,200 shares of common stock for $29,000 and fulfilled all repurchase requests that were made under the share repurchase plan.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan (“DRP”) whereby common stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased (including fractional shares) under the distribution reinvestment plan is equal to the transaction price at the time the distribution is payable.
Share-Based Compensation Plan
During the three months ended June 30, 2025, we awarded independent members of our board of directors 7,700 restricted shares of Class E common stock under the terms of our 2023 Equity Incentive Plan (the “Incentive Plan”). The restricted shares vest on the first anniversary of the grant date unless forfeited prior to such date, subject to certain conditions that accelerate vesting. During the three months ended June 30, 2024, we awarded 3,340 restricted shares of Class E common stock that vest on the first anniversary of the grant date unless forfeited under the Incentive Plan. For the three and six months ended June 30, 2025, we recognized $43,000 and $62,000, respectively, of compensation expense related to these awards. For the three and six months ended June 30, 2024, we recognized $20,000 and $37,000, respectively, of compensation expense related to these awards. As of June 30, 2025 and 2024, we had 1,085,971 and 1,093,671 shares of common stock available for future issuance under the Incentive Plan, respectively.