v3.25.4
Noncontrolling Interests
12 Months Ended
Dec. 31, 2025
Noncontrolling Interest [Abstract]  
Noncontrolling Interests Noncontrolling Interests
Noncontrolling interests relate to interests in the Operating Partnership, represented by common units of partnership interests in the Operating Partnership (“OP Units”), fully-vested LTIP units, fully-vested performance units and our three series of preferred units of partnership interest in the Operating Partnership (comprised of 4.43937%, 4.00% and 3.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (the “CPOP Units”)).
    Operating Partnership Units
As of December 31, 2025, noncontrolling interests included 5,646,343 OP Units, 1,485,615 fully-vested LTIP units and 1,156,270 fully-vested performance units which represented approximately 3.5% of our Operating Partnership. OP Units and shares of our common stock have essentially the same economic characteristics, as they share equally in the total net income or loss distributions of our Operating Partnership. Investors who own OP Units have the right to cause our Operating Partnership to redeem any or all of their units in our Operating Partnership for an amount of cash per unit equal to the then current market value of one share of common stock, or, at our election, shares of our common stock on a one-for-one basis. See “Note 14 – Incentive Award Plan” for a description of LTIP Units and Performance Units.
Activity
During the years ended December 31, 2025, 2024 and 2023, we redeemed 1,538,974, 114,230 and 329,212 OP Units, respectively, in exchange for issuing to the holders of the OP Units an equal number of shares of our common stock, resulting in the reclassification of $64.6 million, $4.7 million, and $13.0 million, respectively, from noncontrolling interests to total stockholders’ equity.
    Preferred Units
Series 3 CPOP Units
As of December 31, 2025, we have 164,998 3.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (“Series 3 CPOP Units”).
Holders of Series 3 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash distributions at the rate of 3.00% per annum of the $72.73 per unit liquidation preference, payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on March 31, 2022. The holders of Series 3 CPOP Units are entitled to receive the liquidation preference, which is $72.73 per unit or approximately $12.0 million in the aggregate for all of the Series 3 CPOP Units, before the holders of OP Units in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership.
Series 2 CPOP Units
Prior to March 6, 2025, we had 904,583 4.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (the “Series 2 CPOP Units”) outstanding. Holders of Series 2 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, were entitled to cumulative cash distributions at the rate of 4.00% per annum through March 4, 2025 (and 5.00% per annum thereafter) of the $45.00 per unit liquidation preference, payable quarterly, beginning on March 31, 2020. On March 6, 2025, we exercised our right to convert, as described below, all 904,583 Series 2 CPOP Units into 1,004,084 OP Units. In connection with the conversion of the Series 2 CPOP Units, we paid the holders a prorated cash distribution of $0.3 million for the period from January 1, 2025 through March 5, 2025.
Series 1 CPOP Units
Prior to April 10, 2024, we had 593,960 4.43937% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (“Series 1 CPOP Units”) outstanding. Holders of Series 1 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, were entitled to cumulative cash distributions at the rate of 4.43937% per annum of the $45.50952 per unit liquidation preference, payable quarterly, beginning on June 28, 2019. On April 10, 2024, we exercised our right to convert, as described below, all 593,960 Series 1 CPOP Units into 593,960 OP Units. In connection with the conversion of the Series 1 CPOP Units, we paid the holder a prorated cash distribution of $30 thousand for the period from April 1, 2024 through April 9, 2024.
Features of Series 1, Series 2 and Series 3 CPOP Units
The CPOP Units are convertible (i) at the option of the holder anytime from time to time (the “Holder Conversion Right”), or (ii) at the option of the Operating Partnership, on or after April 10, 2024 for the Series 1 CPOP Unit, after March 5, 2025 for the Series 2 CPOP Unit, and on or after March 17, 2027 for the Series 3 CPOP Unit (the “Company Conversion Right”), in each case, into OP Units on a one-for-one basis per Series 1 CPOP Unit, into a minimum of 0.7722 OP Unit per Series 2 CPOP Unit and into OP Units on a one-for-one basis per Series 3 CPOP Unit. As noted above, investors who own OP Units have the right to cause our Operating Partnership to redeem any or all of their units in our Operating Partnership for an amount of cash per unit equal to the then current market value of one share of common stock, or, at our election, shares of our common stock on a one-for-one basis (the “Subsequent Redemption Right”).
The CPOP Units rank senior to the Operating Partnership’s OP Units, on parity with the Operating Partnership’s 5.875% Series B and 5.625% Series C cumulative redeemable preferred units and with any future class or series of partnership interest of the Operating Partnership expressly designated as ranking on parity with the CPOP Units, and junior to any other class or series of partnership interest of the Operating Partnership expressly designated as ranking senior to the CPOP Units.
Pursuant to relevant accounting guidance, we analyzed the CPOP Units for any embedded derivatives that should be bifurcated and accounted for separately and also considered the conditions that would require classification of the CPOP Units in temporary equity versus permanent equity. In carrying out our analyses, we evaluated the key features of the CPOP Units including the right to discretionary distributions, the Holder Conversion Right, the Company Conversion Right and the Subsequent Redemption Right to determine whether we control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the share settlement if the CPOP Units are converted into shares of our common stock (subsequent to conversion into OP Units). Based on the results of our analyses, we concluded that (i) none of the embedded features of the CPOP Units require bifurcation and separate accounting, and (ii) the CPOP Units met the criteria to be classified within equity, and accordingly are presented as noncontrolling interests within permanent equity in the consolidated balance sheets.
Private REIT Preferred Units
On July 18, 2022, we acquired a portfolio of properties through the purchase of a private REIT. The private REIT had 122 units of 12% cumulative redeemable non-voting preferred units outstanding (the “private REIT units”) that were held by unaffiliated third parties. The private REIT units had a redemption price equal to $1,000 per unit upon redemption, or an aggregate price of $122,000, plus any distributions thereon that had accrued but had not been paid at the time of such redemption (the “liquidation preference”), plus a redemption premium of $100 per unit if redeemed on or before December 31, 2024. On December 31, 2024, we redeemed all 122 private REIT units in the amount equal to $1,000 per unit plus a redemption premium of $100 per unit. Prior to their redemption, the private REIT units had been classified as noncontrolling interests in our consolidated balance sheets and had a balance equal to the liquidation preference.