v3.26.1
Equity
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Equity
8.
Equity

Authorized Capital

As of December 31, 2025, the Company had the authority to issue an unlimited number of preferred shares and eight classes of common shares including Class S, Class I, Class F-S, Class F-D, Class F-I, Class B, Class D-S, and Class E. Class E shares are classified as redeemable common shares on the Company's Consolidated Balance Sheets. The Company also previously issued Class F-I X, Class B-X and Class D-X which represented Class F-I shares, Class B shares and Class D shares, respectively, that were purchased during the period from the commencement of the Company’s private offering until the Company accepted subscriptions up to $300.0 million in the Company’s private offering, which amount may be increased at the Company’s discretion (the “Initial Share Offering Period”) and entitled to a fee waiver while they were outstanding. The Initial Share Offering Period ended as of February 1, 2024. As of December 31, 2025, there were no Class F-I X, Class B-X or Class D-X shares outstanding 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

The following tables detail the movement in the Company’s outstanding shares of common shares (in thousands):

 

 

Class S

 

 

Class I

 

 

Class F-S

 

 

Class F-I

 

 

Class F-I X

 

 

Class B-X

 

 

Class C(1)

 

 

Class D-S(2)

 

 

Class D-X

 

 

Class E

 

 

Total

 

 

January 24, 2023 (Date of Formation)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,342

 

 

 

2,855

 

 

 

6,469

 

 

 

 

 

 

 

 

 

202

 

 

 

11,868

 

 

Distribution reinvestment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

1

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

9

 

 

Class transfers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(754

)

 

 

754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,346

 

 

 

2,102

 

 

 

7,227

 

 

 

 

 

 

 

 

 

202

 

 

 

11,877

 

 

Common shares issued

 

 

 

 

 

 

 

 

2,980

 

 

 

32,529

 

 

 

630

 

 

 

3,669

 

 

 

1,053

 

 

 

 

 

 

27,094

 

 

 

323

 

 

 

68,278

 

 

Distribution reinvestment

 

 

 

 

 

 

 

 

8

 

 

 

364

 

 

 

53

 

 

 

30

 

 

 

26

 

 

 

249

 

 

 

244

 

 

 

7

 

 

 

981

 

 

Class transfers

 

 

 

 

 

 

 

 

 

 

 

7,869

 

 

 

(3,029

)

 

 

(5,801

)

 

 

(8,306

)

 

 

35,364

 

 

 

(25,991

)

 

 

 

 

 

106

 

 

Common shares repurchased

 

 

 

 

 

 

 

 

 

 

 

(299

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

(302

)

 

December 31, 2024

 

 

 

 

 

 

 

 

2,988

 

 

 

40,463

 

 

 

 

 

 

 

 

 

 

 

 

35,613

 

 

 

1,347

 

 

 

529

 

 

 

80,940

 

 

Common shares issued

 

 

15

 

 

 

12,673

 

 

 

20,924

 

 

 

27,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,324

 

 

 

63,040

 

 

Distribution reinvestment

 

 

 

 

 

200

 

 

 

413

 

 

 

1,689

 

 

 

 

 

 

 

 

 

 

 

 

757

 

 

 

 

 

 

12

 

 

 

3,071

 

 

Class transfers

 

 

 

 

 

(10

)

 

 

 

 

 

(40

)

 

 

 

 

 

 

 

 

 

 

 

1,356

 

 

 

(1,347

)

 

 

49

 

 

 

8

 

 

Common shares repurchased

 

 

 

 

 

(21

)

 

 

(13

)

 

 

(979

)

 

 

 

 

 

 

 

 

 

 

 

(198

)

 

 

 

 

 

(370

)

 

 

(1,581

)

 

December 31, 2025

 

 

15

 

 

 

12,842

 

 

 

24,312

 

 

 

68,237

 

 

 

 

 

 

 

 

 

 

 

 

37,528

 

 

 

 

 

 

2,544

 

 

 

145,478

 

 

 

(1)
As of December 31, 2025, pursuant to the terms of the Class C shares and Class D shares, all outstanding Class C shares were automatically converted into Class D shares.
(2)
Class D shares were renamed to Class D-S shares effective November 14, 2024.

Redeemable Common Shares

In connection with the Company’s payment of its management fee, the Adviser holds Class E shares. Additionally, certain affiliates of the Adviser hold Class E shares. See Note 6 - Related Party Transactions for further details on the management fee. 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 Company 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 $23.3 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the Company has 2,544,453 and 529,372 redeemable common shares issued and outstanding, respectively.

The redeemable common shares are recorded at the greater of (i) their issuance 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 $0.8 million and $0.1 million during the years ended December 31, 2025 and 2024, respectively.

Share and Unit Repurchases

The Company has adopted a share repurchase plan whereby, subject to certain limitations, shareholders may request, on a monthly 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 and redemptions of Operating Partnership units is limited to no more than 2% of the Company’s aggregate NAV per month (measured using the aggregate NAV attributable to shareholders as of the end of the immediately preceding month) and no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding three months). Shares or

units issued to the Adviser and its affiliates as payment for management fees or as reimbursements of expenses or for the Special Limited Partner’s performance participation interest are subject to the repurchase plan but exempt from the redemption limitations.

Other than as described for redeemable common shares and redeemable non-controlling interests, the Company is not obligated to repurchase any shares or units, including shares or units held by the Adviser acquired as payment of the Adviser’s management fee or held by the Special Limited Partner for its performance participation interest, 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 month will be repurchased on a pro-rata basis.

For the years ended December 31, 2025 and 2024, the Company repurchased 1,581,009 shares of common shares, which included 21,239 Class I shares, 13,201 Class F-S shares, 978,535 Class F-I shares, 197,575 Class D-S shares and 370,459 Class E shares, for a total of $16.4 million. Additionally, the Company repurchased 672,987 Class A OP units for a total of $7.2 million during the year ended December 31, 2025. The Company had no unfilled repurchase requests during the year ended December 31, 2025.

For the year ended December 31, 2024, the Company repurchased 301,666 shares of common shares, which included 299,303 Class F-I shares and 2,363 Class E shares, for a total of $3.0 million. The Company had no unfulfilled repurchase requests during the year ended December 31, 2024.

The Company had no repurchase requests from January 24, 2023 (Date of Formation) through December 31, 2023.

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 Adviser and Special Limited Partner have waived the management fee and performance participation allocation, respectively.

The following table details the aggregate net distributions declared for each applicable class of common shares:

 

 

Year Ended December 31, 2025

 

 

 

Class S(1)

 

 

Class I(1)

 

 

Class F-S

 

 

Class F-I

 

 

Class D-S

 

 

Class D-X(1)

 

 

Class E

 

Aggregate net distributions declared per share

 

$

0.1058

 

 

$

0.6429

 

 

$

0.6283

 

 

$

0.7149

 

 

$

0.7137

 

 

$

0.1678

 

 

$

0.7837

 

 

 

 

Year Ended December 31, 2024

 

 

 

Class S

 

 

Class I

 

 

Class F-S

 

 

Class F-I

 

 

Class F-I X

 

 

Class B-X

 

 

Class C(2)

 

 

Class D-S(3)

 

 

Class D-X

 

 

Class E

 

Aggregate net distributions declared per share

 

$

 

 

$

 

 

$

0.1800

 

 

$

0.4994

 

 

$

0.3241

 

 

$

0.1756

 

 

$

0.0835

 

 

$

0.4073

 

 

$

0.5829

 

 

$

0.5829

 

 

 

 

 

From January 24, 2023 (Date of Formation) through December 31, 2023

 

 

 

Class S

 

 

Class I

 

 

Class F-S

 

 

Class F-I

 

 

Class F-I X

 

 

Class B-X

 

 

Class C(2)

 

 

Class D-S(3)

 

 

Class D-X

 

 

Class E

 

Aggregate net distributions declared per share

 

$

 

 

$

 

 

$

 

 

$

0.0792

 

 

$

 

 

$

0.0792

 

 

$

0.0792

 

 

$

 

 

$

 

 

$

0.0792

 

 

(1)
Shares were outstanding for a portion of the year ended December 31, 2025. As of December 31, 2025, all Class D-X shares were automatically converted into Class D-S shares.
(2)
As of December 31, 2025, pursuant to the terms of the Class C shares and Class D shares, all outstanding Class C shares were automatically converted into Class D shares.
(3)
Class D shares were renamed to Class D-S shares effective November 14, 2024.

Redeemable Non-Controlling Interests

In connection with its performance participation interest, the Special Limited Partner receives Class A units of FNLR OP. The Special Limited Partner received 181,062 Class A units of FNLR OP during the year ended December 31, 2025 for 2024 fiscal year service. The Special Limited Partner repurchased all 181,062 Class A units of FNLR OP on April 30, 2025. Additionally, in connection with the payment of management fees, the Adviser owns 520,642 Class A units of FNLR OP. See Note 6 - Related Party Transactions for further details on the performance participation allocation and management fees. Because the Special Limited Partner and the Adviser have the ability to redeem the Class A units for either Class E shares in the Company or cash at their election, the Company has classified these Class A units as Redeemable non-controlling interests outside of equity on the Company's Consolidated Balance Sheets. Redeemable non-controlling interests are recorded at the greater of (i) their carrying amount, adjusted for their share of the allocation of income or loss and distributions, or their redemption value, which is equivalent to fair value, of such Class A units at the end of each measurement period. Accordingly, the Company recorded an allocation adjustment of $0.5 million during the year ended December 31, 2025.

The following table details the redeemable non-controlling interest activity related to the Special Limited Partner for the years ended December 31, 2025 and 2024 ($ in thousands):

 

 

Year Ended

 

 

 

December 31, 2025

 

Balance at beginning of period

 

$

 

Settlement of prior performance participation allocation and management fee

 

 

12,629

 

Repurchases

 

 

(7,193

)

Offering costs

 

 

(4

)

Net income

 

 

218

 

Other comprehensive loss

 

 

(10

)

Distributions

 

 

(385

)

Redemption value allocation

 

 

459

 

Ending balance

 

$

5,714

 

Share-Based Compensation

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