v3.26.1
Equity and Redeemable Non-Controlling Interest
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Equity and Redeemable Non-Controlling Interest

12. Equity and Redeemable Non-Controlling Interest

Authorized capital

The Company is authorized to issue preferred stock and seven classes of common stock consisting of Class D shares, Class I shares, Class S shares, Class T shares, Class E shares, Class X shares, and Class Y shares. The differences among the common share classes relate to upfront selling commissions and ongoing stockholder servicing fees. See Note 2 for additional detail of each share class.

As of December 31, 2025, in accordance with the Company’s charter (the “Charter”), the Company had authority to issue 5.5 billion shares, consisting of the following (shares in thousands):

Classification

 

Number of Shares

 

 

Par Value

 

Class D Shares

 

 

600,000

 

 

$

0.01

 

Class I Shares

 

 

1,500,000

 

 

 

0.01

 

Class S Shares

 

 

1,000,000

 

 

 

0.01

 

Class T Shares

 

 

600,000

 

 

 

0.01

 

Class E Shares

 

 

600,000

 

 

 

0.01

 

Class X Shares

 

 

500,000

 

 

 

0.01

 

Class Y Shares

 

 

600,000

 

 

 

0.01

 

Preferred Stock

 

 

100,000

 

 

 

0.01

 

Total

 

 

5,500,000

 

 

 

 

Common Stock

The following tables detail the movement in the Company’s outstanding shares of common stock (in thousands) during the year ended December 31, 2025. There were no outstanding Class S, Class T or Class X shares as of December 31, 2025:

 

 

Year Ended December 31, 2025

 

 

 

Class D

 

 

Class I

 

 

Class S

 

 

Class T

 

 

Class E

 

 

Class X

 

 

Class Y

 

 

Total

 

Beginning balance, December 31, 2024:

 

 

993

 

 

 

10,146

 

 

 

56

 

 

 

 

 

 

18,566

 

 

 

 

 

 

2,131

 

 

 

31,892

 

Common stock issued (converted)

 

 

(12

)

 

 

4,211

 

 

 

 

 

 

 

 

 

36,514

 

 

 

 

 

 

6,363

 

 

 

47,076

 

Distribution reinvestment

 

 

37

 

 

 

264

 

 

 

1

 

 

 

 

 

 

883

 

 

 

 

 

 

124

 

 

 

1,309

 

Common stock repurchased

 

 

(9

)

 

 

(672

)

 

 

(57

)

 

 

 

 

 

(173

)

 

 

 

 

 

(39

)

 

 

(950

)

Ending balance, December 31, 2025

 

 

1,009

 

 

 

13,949

 

 

 

 

 

 

 

 

 

55,790

 

 

 

 

 

 

8,579

 

 

 

79,327

 

 

The following tables detail the movement in the Company’s outstanding shares of common stock (in thousands) during the year ended December 31, 2024. There were no outstanding Class T or Class X shares during as of December 31, 2024:

 

 

Year Ended December 31, 2024

 

 

 

Class D

 

 

Class I

 

 

Class S

 

 

Class T

 

 

Class E

 

 

Class X

 

 

Class Y

 

 

Total

 

Beginning balance, December 31, 2023:

 

 

504

 

 

 

5,397

 

 

 

54

 

 

 

 

 

 

6,407

 

 

 

 

 

 

 

 

 

12,362

 

Common stock issued

 

 

491

 

 

 

4,810

 

 

 

2

 

 

 

 

 

 

12,161

 

 

 

 

 

 

2,131

 

 

 

19,595

 

Common stock repurchased

 

 

(2

)

 

 

(61

)

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

(65

)

Ending balance, December 31, 2024

 

 

993

 

 

 

10,146

 

 

 

56

 

 

 

 

 

 

18,566

 

 

 

 

 

 

2,131

 

 

 

31,892

 

 

There was no preferred stock outstanding during the years ended December 31, 2025 or 2024, respectively.

Share repurchases

The Company repurchased shares of its common stock for $10.1 million and $1.9 million during the years ended December 31, 2025 and 2024, respectively.

The Company had no unfulfilled repurchase requests as of December 31, 2025. See Note 3 “— Share Repurchases” for a discussion of the share repurchase plan and Note 13 for further details on repurchases of Mandatorily Redeemable Instruments.

Distribution reinvestment plan

The Company has adopted a distribution reinvestment plan whereby holders of shares of common stock will have the cash distributions attributable to the shares they own reinvested in additional shares; provided, however, that clients of certain participating broker-dealers that do not permit automatic enrollment in the distribution reinvestment plan and stockholders that are residents of certain states that do not permit automatic enrollment in the distribution reinvestment plan will automatically receive their distributions in cash unless they elect to participate in the distribution reinvestment plan.

The purchase price for shares of the Company’s common stock purchased pursuant to the distribution reinvestment plan will be equal to the transaction price for the applicable class of shares at the time the distribution is payable (which will generally be equal to the Company’s prior month’s NAV per share). Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares of common stock pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to Class D shares, Class S shares, Class T shares and Class Y shares are calculated based on the Company's NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan. Shares acquired under the distribution reinvestment plan will entitle the participant to the same rights and be treated in the same manner as shares purchased in our public offering.

Distributions

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. Each class of common stock receives the same gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following tables detail the aggregate distributions declared for each applicable class of common stock:

 

 

For The Year Ended December 31, 2025

 

 

 

Class D

 

 

Class I

 

 

Class S

 

 

Class T

 

 

Class E

 

 

Class X

 

 

Class Y

 

Aggregate gross distributions declared per share of common stock

 

 

0.4634

 

 

 

0.4634

 

 

 

0.0375

 

 

 

 

 

 

0.4634

 

 

 

 

 

 

0.4634

 

Stockholder servicing fee per share of common stock(1)

 

 

 

 

 

 

 

 

(0.0078

)

 

 

 

 

 

 

 

 

 

 

 

(0.0934

)

Net distributions declared per share of common stock

 

$

0.4634

 

 

$

0.4634

 

 

$

0.0297

 

 

$

 

 

$

0.4634

 

 

$

 

 

$

0.3700

 

 

 

 

For The Year Ended December 31, 2024

 

 

 

Class D

 

 

Class I

 

 

Class S

 

 

Class T

 

 

Class E

 

 

Class X

 

 

Class Y

 

Aggregate gross distributions declared per share of common stock

 

 

0.4500

 

 

 

0.4500

 

 

 

0.4500

 

 

 

 

 

 

0.4500

 

 

 

 

 

 

0.4500

 

Stockholder servicing fee per share of common stock(1)

 

 

 

 

 

 

 

 

(0.0913

)

 

 

 

 

 

 

 

 

 

 

 

(0.0919

)

Net distributions declared per share of common stock

 

$

0.4500

 

 

$

0.4500

 

 

$

0.3587

 

 

$

 

 

$

0.4500

 

 

$

 

 

$

0.3581

 

 

 

 

For The Year Ended December 31, 2023

 

 

 

Class D

 

 

Class I

 

 

Class S

 

 

Class T

 

 

Class E

 

 

Class X

 

 

Class Y

 

Aggregate gross distributions declared per share of common stock

 

$

0.4295

 

 

$

0.4295

 

 

$

0.1874

 

 

$

 

 

$

0.4295

 

 

$

 

 

$

 

Stockholder servicing fee per share of common stock(1)

 

 

 

 

 

 

 

 

(0.0387

)

 

 

 

 

 

 

 

 

 

 

 

 

Net distributions declared per share of common stock

 

$

0.4295

 

 

$

0.4295

 

 

$

0.1487

 

 

$

 

 

$

0.4295

 

 

$

 

 

$

 

 

(1) Stockholder servicing fees only apply to Class D, Class S, Class T and Class Y shares. For purposes of NAV, the Company recognizes the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is incurred. Under GAAP, the Company accrues the full cost of the stockholder servicing fee as an offering cost at the time the Company sells Class D, Class S, Class T and Class Y shares. The stockholder servicing fee on Class D shares was waived during the year ended December 31, 2025, and the NAV attributable to current stockholders of Class D shares will not be included in the computation of stockholder servicing fees charged on Class D shares in perpetuity. As of December 31, 2025 and 2024, the Company had accrued stockholder servicing fees of $6.3 million and $1.6 million, respectively.

Distributions paid in the year ended December 31, 2025 were characterized, for federal income tax purposes, as 75% return of capital and 25% ordinary income. Distributions paid in the year ended December 31, 2024 were characterized, for federal income tax purposes, as 94% return of capital and 6% ordinary income. Distributions paid in the year ended December 31, 2023 were characterized, for federal income tax purposes, as 100% return of capital.

Redeemable Non-Controlling Interest

In connection with its performance participation interest, the Special Limited Partner holds Class E units. See Note 9 for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class E units for cash, at its election, the Company has classified these Class E units as redeemable non-controlling interest in mezzanine equity on the Company’s Consolidated Balance Sheets. The redeemable non-controlling interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and distributions, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period which is $0.9 million as of December 31, 2025.