7. Equity and Non-controlling Interest

Authorized Capital

The Company is authorized to issue preferred stock and five classes of common stock consisting of Class T shares, Class S shares, Class D shares, Class I shares, and Class E shares. The Company’s board of directors has the ability to establish the preferences and rights of each class or series of preferred stock, without stockholder approval, and as such, it may afford the holders of any series or class of preferred stock preferences, powers and rights senior to the rights of holders of common stock. The differences among the common share classes relate to upfront selling commissions, dealer manager fees, ongoing stockholder servicing fees, management fees and the performance allocation. See Note 5 for a further description of such items. Other than the differences in upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees, each class of common stock has the same economic and voting rights.

As of June 30, 2025 and December 31, 2024, the Company had authority to issue 3.1 billion shares of common stock, consisting of the following:

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Common Stock

The following table details the movement in the Company’s outstanding shares of common stock for the three and six months ended June 30, 2025:

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The following table details the movement in the Company’s outstanding shares of common stock for the three and six months ended June 30, 2024:

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The following table details the aggregate distributions declared for each applicable class of common stock for the three and six months ended June 30, 2025:

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The following table details the aggregate distributions declared for each applicable class of common stock for the three months ended June 30, 2024:

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Series A Preferred Stock

On January 5, 2024, the Company filed Articles Supplementary to its charter, which set forth the rights, preferences and privileges of its 12.0% Series A Cumulative Non-Voting Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”). On January 8, 2024, the Company sold 125 shares of its Series A Preferred Stock at a purchase price of $1,000 per share in a private placement exempt from registration for aggregate gross proceeds of $125,000. The offering of Series A Preferred Stock was effected for the purpose of having at least 100 stockholders to satisfy one of the qualifications the Company must meet in order to qualify as a real estate investment trust under the Code.

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Non-controlling Interest in Operating Partnership

In connection with the contribution of its 56.5% interest in the Seed Portfolio, Sun Life holds 13,000,000 Class E units in the Operation Partnership. See note 2 for further details. As the sole investor in Class E units of the Operating Partnership, Sun Life’s interest does not have any voting rights but is entitled to receive distributions at the same rate applicable to other classes of units. Operating Partnership units also carry a protective exchange feature whereby in a liquidation, dilution or winding up, each unit will convert into a number of Class I units (or fraction thereof) with an equivalent NAV. Such feature is designed to carry over NAV into a new form of security immediately prior to liquidation and is not deemed a substantive conversion feature as it is only applicable upon liquidation or upon a listing event which is not the intent of this non-traded REIT structure.

The Company’s non-controlling interest in Operating Partnership units is not redeemable and is therefore recorded at the carrying amount, adjusted for its share of the allocation of income or loss and dividends. The following table summarizes the non-controlling interest activity for the three and six months ended June 30, 2025 and 2024:

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