As of December 31, 2024, the Company had sold 9.0 million Class E Operating Partnership units and 0.5 million Class E shares to the Adviser for an aggregate purchase price of $94.2 million and $5.8 million, respectively. During the three and six months ended June 30, 2025, the Company did not sell any Class E Operating Partnership units or Class E shares to the Adviser that are subject to mandatory repurchase requirements (see Note 3).

As the sole investor in Class E units of the Operating Partnership, JPMIM'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) having 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 public, non-listed REIT structure.

The Class E units and Class E shares held by JPMIM and purchased pursuant to the Initial Capitalization are mandatorily redeemable, and only subject to delays to the continuous obligation to ultimately redeem the instruments once sufficient availability exists under share repurchase agreements. Therefore, the Mandatorily Redeemable Instruments held by JPMIM are classified as a liability pursuant to Topic 480 — Distinguishing Liabilities from Equity and are presented as Mandatorily Redeemable Instruments at the initial funding amount received, which is equivalent to fair value at the issuance dates. Subsequently, the Mandatorily Redeemable Instruments are carried at their cash redemption value as if the Class E units or Class E shares were repurchased or redeemable at the reporting date, which equals NAV per Class E unit or Class E share. The change in carrying value (changes in NAV per Class E unit or Class E share) is classified as mandatorily redeemable instruments interest costs along with any cash distributions declared in the Consolidated Statements of Operations. During the three and six months ended June 30, 2025, the Company recorded $1.6 million and $2.7 million of mandatorily redeemable instruments interest costs in the Consolidated Statements of Operations, which consisted of redemption value adjustments of $0.5 million and $0.6 million and distribution expenses of $1.1 million and $2.1 million, respectively.

The following table details the Mandatorily Redeemable Instruments activity for the six months ended June 30, 2025 ($ in thousands):


	Amount
Balance at the beginning of the year	$	105,325
Distributions declared		2,149
Reclassification to distributions payable/paid		(2,149	)
Redemption value adjustment		588
Ending balance	$	105,913

The following table details the future payments due under the Mandatorily Redeemable Instruments as of June 30, 2025 ($ in thousands):


Year	Total(1)
2025 (remainder)	$	105,913
2026		—
2027		—
2028		—
2029		—
Thereafter		—
Total future payments	$	105,913

(1) Redemptions of Mandatorily Redeemable Instruments are subject to the share repurchase plan’s 2% monthly and 5% quarterly caps after satisfying repurchase requests from investors in the Offering.

See Note 3 “—JPMIM mandatory Class E repurchases” for a discussion of the redemption features associated with Class E shares and Class E units held by JPMIM.

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 stockholders each year to comply with the REIT provisions of the Code. The Mandatorily Redeemable Instruments receive the same gross distribution per share as the Class E common stock. For the three and six months ended June 30, 2025, distributions declared on the Mandatorily Redeemable Instruments totaled $1.1 million and $2.1 million, respectively. When a distribution is declared, the Company records a distribution expense as a component of mandatorily redeemable instruments interest cost in the Consolidated Statements of Operations. A distribution payable is also recorded within accounts payable, accrued expenses and other liabilities on the Company's Consolidated Balance Sheets until the distribution is paid. The distribution payable for Mandatorily Redeemable Instruments was $0.4 million and $0.4 million as of June 30, 2025 and December 31, 2024, respectively.