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

6. Equity and Non-Controlling Interests

Authorized Capital

As of December 31, 2025, the Company had the authority to issue an unlimited number of preferred shares and 11 classes of common shares including Class B, Class R, Class J-1, Class J-2, Class J-3, Class J-4, Class J-5, Class S, Class D, Class I and Class E. Class E shares are classified as redeemable common shares on the Company’s Consolidated Balance Sheets. Each class of common shares and preferred shares has a par value of $0.01. The Company’s board of trustees has the ability to establish the preferences and rights of each class or series of preferred shares, without shareholder approval, and as such, it may afford the holders of any series or class of preferred shares preferences, powers and rights senior to the rights of holders of common shares. The differences among the common share classes relate to ongoing servicing fees, management fees, performance participation allocation and share repurchase rights. Other than differences in fees and repurchase rights, each class of common shares has the same economic and voting rights.

Common Shares

For the period from June 4, 2024 (Date of Formation) through December 31, 2025, the below table details the movement in the Company’s outstanding common shares (in thousands):

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class J-4

 

 

Class S

 

 

Class I

 

 

Class E

 

 

Total

 

June 4, 2024 (Date of Formation)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Common shares issued

 

 

9,123

 

 

 

976

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

268

 

 

 

1,132

 

 

 

11,499

 

Distribution reinvestment

 

 

28

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1

 

 

 

29

 

Class transfers

 

 

250

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(250

)

 

 

—

 

 

 

—

 

Common shares repurchased

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

December 31, 2024

 

 

9,401

 

 

 

976

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

18

 

 

 

1,133

 

 

 

11,528

 

Common shares issued

 

 

15,447

 

 

 

3,445

 

 

 

15,413

 

 

 

3,241

 

 

 

5,043

 

 

 

1,092

 

 

 

5,304

 

 

 

181

 

 

 

49,166

 

Distribution reinvestment

 

 

475

 

 

 

68

 

 

 

454

 

 

 

131

 

 

 

73

 

 

 

15

 

 

 

41

 

 

 

13

 

 

 

1,270

 

Class transfers

 

 

15

 

 

 

(15

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Common shares repurchased

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4

)

 

 

(59

)

 

 

(63

)

December 31, 2025

 

 

25,338

 

 

 

4,474

 

 

 

15,867

 

 

 

3,372

 

 

 

5,116

 

 

 

1,107

 

 

 

5,359

 

 

 

1,268

 

 

 

61,901

 

 

Redeemable Common Shares

 

Affiliates of the Adviser hold Class E shares of the Company. See Note 9 - Related Party Transactions for further details on related party share ownership. The ability of the Class E holders to redeem the Class E shares for cash is outside of the Company’s control. Therefore, the Company has classified these Class E shares that are held by affiliates of the Adviser as redeemable common shares outside of equity on the Company’s Consolidated Balance Sheets. The Company received proceeds from the issuance of redeemable common shares of $3.7 million for the year ended December 31, 2025 and $22.7 million for the period from June 4, 2024 (Date of Formation) through December 31, 2024. As of December 31, 2025 and 2024, the Company had 1,267,756 and 1,133,401 redeemable common shares issued and outstanding, respectively.

 

The redeemable common shares are recorded at the greater of (i) their carrying amount, or (ii) their redemption value, which is equivalent to the fair value of the shares at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment of $(29,503) and $35,019 during the year ended December 31, 2025 and for the period from June 4, 2024 (Date of Formation) through December 31, 2024, respectively.

 

Share Repurchases

The Company has adopted a share repurchase plan whereby, subject to certain limitations, shareholders may request, on a quarterly basis, that the Company repurchase all or any portion of their shares. The aggregate NAV of total repurchases of the Company’s common shares under the Company’s share repurchase plan is limited to no more than 5% of the Company’s aggregate NAV per quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding three months). Shares issued to the Adviser and its affiliates as payment for management fees, performance fees or as reimbursements of expenses are subject to the repurchase plan but exempt from the redemption limitations.

Other than as described for redeemable common shares, Company is not obligated to repurchase any shares, including shares held by the Adviser acquired as payment of the Adviser’s management fee or performance fee, and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all, in its discretion at any time. Further, the Company’s board of trustees may make exceptions to, modify or suspend the Company’s share repurchase plan (including to make exceptions to the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in the Company’s best interest. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the quarter will be repurchased on a pro rata basis.

During the year ended December 31, 2025, the Company repurchased 62,487 common shares, including 3,704 Class I shares and 58,966 Class E shares, for $1.3 million. The Company had no repurchase requests from June 4, 2024 (Date of Formation) through December 31, 2024. The Company had no unfulfilled repurchase requests during the year ended December 31, 2025 and for the period from June 4, 2024 (Date of Formation) through December 31, 2024.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income in accordance with GAAP, to its shareholders each year to comply with the REIT provisions of the Code. Each class of common shares receive the same gross distribution per share during the period.

The tables below detail the aggregate distributions declared for each applicable class of common shares for the year ended December 31, 2025 and for the period from June 4, 2024 (Date of Formation) through December 31, 2024:

 

Year Ended December 31, 2025

 

 

Class B

 

 

Class R

 

 

Class J-1(1)

 

 

Class J-2(1)

 

 

Class J-4(1)

 

 

Class S(1)

 

 

Class I

 

 

Class E

 

Aggregate net distributions declared per share of common shares

 

$

1.5649

 

 

$

1.3960

 

 

$

1.3404

 

 

$

1.3864

 

 

$

0.9945

 

 

$

0.8521

 

 

$

1.4178

 

 

$

1.7158

 

 

 

For the period from June 4, 2024 (Date of Formation) through December 31, 2024

 

 

Class B

 

 

Class R(2)

 

 

Class J-1

 

 

Class J-2

 

 

Class J-4

 

 

Class S

 

 

Class I(2)

 

 

Class E

 

Aggregate net distributions declared per share of common shares

 

$

0.7083

 

 

$

0.2265

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

0.6083

 

 

$

0.7083

 

 

(1)
Shares were outstanding for a portion of the year ended December 31, 2025.
(2)
Shares were outstanding for a portion of the period from June 4, 2024 (Date of Formation) through December 31, 2024.

Non-controlling Interests

On November 30, 2025, the Company acquired the remaining 10.0% non-controlling interest in FCR Key JV, LLC for total cash consideration of $2.2 million, consisting entirely of payments to the former non-controlling interest holder. As a result of the transaction, FCR Key JV, LLC became a wholly-owned subsidiary of the Company. Because the Company controlled FCR Key JV, LLC prior to the transaction, the acquisition of the non-controlling interest was accounted for as an equity transaction and resulted in a reduction to non-controlling interests of $2.2 million in the Consolidated Statements of Changes in Equity.

As of December 31, 2025, the Company had one entity with non-controlling interests which the Company consolidates. As of December 31, 2025, total equity of the joint venture was $158.4 million, of which the Company owned $134.5 million and the remaining $23.9 million was allocated to non-controlling interests.

As of December 31, 2024, the Company had two entities with non-controlling interests which the Company consolidates. As of December 31, 2024, the Company's joint ventures' total equity was $61.1 million, of which the Company owned $52.5 million and the remaining $8.6 million was allocated to non-controlling interests.

Share Based Compensation

The Company accrued $0.3 million and $0.2 million of non-cash compensation expense as of December 31, 2025 and 2024, respectively.