v3.25.4
Equity
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Equity

12. Equity

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, ongoing shareholder servicing fees and gross distributions, 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 December 31, 2025 and 2024:

 

Share Class

 

December 31, 2025

 

 

December 31, 2024

 

Class S common shares, $0.01 par value per share

 

 

11,271,609

 

 

 

2,540,134

 

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

 

 

18,363,286

 

 

 

18,504,342

 

Class I common shares, $0.01 par value per share

 

 

7,043,621

 

 

 

1,060,070

 

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

 

 

10,741,516

 

 

 

9,723,315

 

Class E common shares, $0.01 par value per share

 

 

4,711,151

 

 

 

2,878,124

 

Total:

 

 

52,131,183

 

 

 

34,705,985

 

 

The table below details activity related to the Company's outstanding common share classes for the year ended December 31, 2025:

 

 

 

For the Year Ended December 31, 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

 

 

8,527,023

 

 

 

 

 

 

4,385,402

 

 

 

1,506,262

 

 

 

795,368

 

 

 

21,027

 

 

 

1,718,390

 

 

 

16,953,472

 

Dividend reinvested

 

 

227,486

 

 

 

621,145

 

 

 

97,213

 

 

 

18,520

 

 

 

237,936

 

 

 

50,815

 

 

 

179,167

 

 

 

1,432,282

 

Common shares repurchased

 

 

(20,385

)

 

 

(762,201

)

 

 

(3,734

)

 

 

 

 

 

(111,522

)

 

 

 

 

 

(64,531

)

 

 

(962,373

)

Share class transfer

 

 

(2,649

)

 

 

 

 

 

1,504,670

 

 

 

(1,524,782

)

 

 

96,419

 

 

 

(71,842

)

 

 

1

 

 

 

1,817

 

December 31, 2025

 

 

11,271,609

 

 

 

18,363,286

 

 

 

7,043,621

 

 

 

 

 

 

10,741,516

 

 

 

 

 

 

4,711,151

 

 

 

52,131,183

 

 

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.

As of the close of business on December 31, 2025, 2,688,573 Class F-IO shares and 1,673,906 Class IO shares were exchanged for 2,688,586 Class F-I shares and 1,675,813 Class I shares, respectively, based on the respective NAV per share of such classes as of November 30, 2025.

The table below details activity related to the Company's outstanding Class S shares, Class F-S shares, Class I shares, Class F-I shares and Class E shares for the year ended December 31, 2024:

 

 

 

For the Year Ended December 31, 2024

 

 

Class S

 

 

Class F-S

 

 

Class I

 

 

Class F-I

 

 

Class E

 

 

Total

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued

 

 

2,527,295

 

 

 

18,239,258

 

 

 

1,055,765

 

 

 

9,619,759

 

 

 

2,837,783

 

 

 

34,279,860

 

Dividend reinvested

 

 

12,839

 

 

 

278,680

 

 

 

4,305

 

 

 

106,056

 

 

 

61,040

 

 

 

462,920

 

Common shares repurchased

 

 

 

 

 

(13,596

)

 

 

 

 

 

(2,500

)

 

 

(20,699

)

 

 

(36,795

)

December 31, 2024

 

 

2,540,134

 

 

 

18,504,342

 

 

 

1,060,070

 

 

 

9,723,315

 

 

 

2,878,124

 

 

 

34,705,985

 

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 year ended December 31, 2025, the aggregate proceeds used by the Company to repurchase shares were $408 for Class S shares, $15,547 for Class F-S shares, $2,285 for Class F-I shares, $76 for Class I shares and $1,310 for Class E shares.

During the year ended December 31, 2024, the aggregate proceeds used by the Company to repurchase shares were $269 for Class F-S shares, $49 for Class F-I shares and $408 for Class E shares.

Distributions

The table below details the Company's distribution per share for the Company's common share classes for the years ended December 31, 2025 and 2024:

 

 

 

For the Year Ended December 31,

 

 

 

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

 

$

1.2845

 

 

$

(0.1727

)

 

$

1.1118

 

 

$

0.4693

 

 

$

(0.0711

)

 

$

0.3982

 

Class F-S

 

$

1.2961

 

 

$

(0.1727

)

 

$

1.1234

 

 

$

0.8111

 

 

$

(0.1279

)

 

$

0.6832

 

Class I

 

$

1.2845

 

 

$

-

 

 

$

1.2845

 

 

$

0.4693

 

 

$

-

 

 

$

0.4693

 

Class IO

 

$

0.8660

 

 

$

-

 

 

$

0.8660

 

 

$

-

 

 

$

-

 

 

$

-

 

Class F-I

 

$

1.2961

 

 

$

-

 

 

$

1.2961

 

 

$

0.8111

 

 

$

-

 

 

$

0.8111

 

Class F-IO

 

$

0.8660

 

 

$

-

 

 

$

0.8660

 

 

$

-

 

 

$

-

 

 

$

-

 

Class E

 

$

1.3233

 

 

$

-

 

 

$

1.3233

 

 

$

0.8111

 

 

$

-

 

 

$

0.8111

 

 

 

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.

For the years ended December 31, 2025 and 2024, the Company recognized $79 and $59, respectively, of compensation expense related to these grants recorded in general and administrative expense in the consolidated statements of operations.