Authorized Capital Stock

The Company is authorized to issue multiple classes of common shares, which include Class A, Class AX, Class D, Class DX, Class I, Class IX, Class S, and Class T shares. As of December 31, 2025 and 2024, the Company’s authorized capital stock is summarized below.

​

​

Prior to January 2025, both Class A common stock and Class AX common stock each had an authorized capital stock of 100,000,000 shares. Effective January 2025, the Board approved the reclassification of 94,000,000 shares of Class A common stock and 97,000,000 shares of Class AX common stock into 94,000,000 shares of Class S common stock and 97,000,000 shares of Class T common stock, respectively. As disclosed in Note 1, Class A shares, Class AX shares, Class DX and Class IX shares are not offered in this Public Offering.

​

Limited Partnership Units of the Operating Partnership

The partnership interests in the Operating Partnership, excluding the special limited partner interest and general partner interest, are currently divided into ten classes: (1) Class A OP Units, (2) Class AX OP Units, (3) Class D OP Units, (4) Class DX OP Units, (5) Class I OP Units, (6) Class IX OP Units, (7) Class P OP Units, (8) Class PX OP Units, (9) Class S OP Units and (10) Class T OP Units. Except for Class P OP Units and Class PX OP Units, each class of the Operating Partnership’s units are intended to correspond on a one-for-one basis with the same class of the Company’s common stock. When the Company receives proceeds from the sale of shares of our common stock, the Company contributes such proceeds to the Operating Partnership in exchange for OP Units of the same class. As a result, the Company generally holds OP Units proportionate to its outstanding common stock, with OP Units intended to be economically equivalent to the Company’s shares of common stock.

On January 18, 2022, the Company launched a direct offering of Class P OP Units and Class PX OP Units (“OP Unit Offering”) in the Operating Partnership, targeting accredited investors. Prior to the conclusion of this OP Unit Offering, and concurrently with the start of the Public Offering, the Company raised aggregate proceeds of approximately $22,623,000 from the sale of approximately 2,034,853 Class P OP Units and 216,561 Class PX OP Units in the OP Unit Offering. The holders of Class P OP Units and Class PX OP Units may request to exchange their units on a one for one basis for Class I shares and Class IX shares, respectively, subject to the Company’s discretion.

As the sole general partner of the Operating Partnership, the Company has the exclusive power to manage and conduct the business of the Operating Partnership. Limited partners of any class do not have the right to participate in the management of the Operating Partnership. Holders of the Operating Partnership units are not required to make additional capital contributions to the Operating Partnership. Additionally, such unitholders do not have the right to make additional capital contributions or purchase additional units of limited partnership interest in the Operating Partnership without the Company’s consent. The voting rights of the limited partners of any class are generally limited to approval of specific types of amendments to the Operating Partnership agreement.

​

As of December 31, 2025 and 2024, Class P OP Units and Class PX OP Units owned 11.09% and 15.04% or 1,349,716 and 1,802,059 units of the Operating Partnership, respectively. The equity interest held by these unitholders are reflected as a component of noncontrolling interest in the Operating Partnership within the consolidated balance sheets.

​

Cash Dividends and Distributions

The Board may authorize dividends or distributions to stockholders at its discretion, payable in cash, assets, or Company securities, including shares of one class to holders of another. To comply with the REIT provisions under the Code, the Company generally intends to distribute substantially all of its taxable income to its stockholders each year, which does not necessarily equal net income as calculated in accordance with GAAP. For the years ended December 31, 2025 and December 31, 2024, respectively, the following cash dividends and distributions were declared and paid or payable to stockholders and unitholders as follows:

​

​

Distributions for the year ended December 31, 2025 were characterized, for federal income tax purposes, as 100% capital gains primarily as a result of the Tower Sale. Distributions for the year ended December 31, 2024 were characterized, for federal income tax purposes, as 100% return of capital. 

​

Dividend and Distribution Reinvestment Plan

​

Under the Company’s charter and limited partnership agreement of the Operating Partnership, distributions to holders of Class AX shares, Class DX shares, Class IX shares, and Class PX units are deemed distributed and then invested in additional shares of the same class at the applicable purchase price per share, net of any selling commissions and/or dealer manager fees associated with the applicable class (the “reinvestment plan”). In connection with the Public Offering, the Company adopted a DRP plan whereby Class D shares, Class I shares, Class S Shares and Class T shares will have their cash distributions automatically reinvested in additional shares of common stock unless shareholders elect to receive distributions in cash. For the years ended December 31, 2025 and December 31, 2024, respectively, the following DRP dividends and distributions were declared and paid or payable to stockholders and unitholders as follows:

​

​

Share Repurchase Program

​

On September 1, 2023, the Board approved the Share Repurchase Program, allowing the Company to repurchase Class A, AX, I, and IX Shares at the applicable price per share under the terms of the Share Repurchase Program. On October 24, 2024, the Company adopted the amended and restated Share Repurchase Program, whereby, subject to certain limitations, stockholders may request on a monthly basis that the Company repurchases all or any portion of the shares they own. The aggregate NAV of total repurchases of Class A shares, Class AX shares, Class D shares, Class DX shares, Class I shares, Class IX shares, Class S shares and Class T shares will be limited to no more than 1.67% of the aggregate NAV per month (with the first month of each calendar quarter limitation being 1.66% instead of 1.67%), which will be measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month, and no more than 5% of the aggregate NAV per calendar quarter, which will be measured using the average aggregate NAV attributable to stockholders as of the end of the immediately preceding three months.

​

On September 1, 2023, the Board also approved the OP Unit Repurchase Program allowing the Company to repurchase Class P OP and PX OP Units at the applicable price per share in accordance with the terms of the OP Unit Share Repurchase Program. The OP Unit Repurchase Program generally follows the same terms as the Share Repurchase Program.

​

Under the Share Repurchase Program, shares will be repurchased at a price equal to the transaction price on the applicable repurchase date (which will generally be equal to the prior month’s NAV per share for that share class), subject to any Early Repurchase Deduction (as defined below). The transaction price will generally equal the prior month’s NAV per share for that share class. Shares repurchased within one year of the date of issuance will be repurchased at 95% of the current transaction price (the “Early Repurchase Deduction”). The Early Repurchase Deduction will not apply to shares acquired through the distribution reinvestment plan. Due to the illiquid nature of investments in real estate, the Company may not have sufficient liquid resources to fund repurchase requests, and the Company has established limitations on the amount of funds it may use for repurchases during any calendar month and quarter as described above. The Company’s Board may modify, suspend or terminate the Repurchase Plan at its discretion. 

​

For the years ended December 31, 2025 and 2024, the Company repurchased 1,961,940 and 1,390,597 shares for $19,956,493 and $14,299,871, respectively. Additionally, for the years ended December 31, 2025 and 2024, the Company repurchased an aggregate of 242,617 and 318,818 OP Units held by third parties for $2,477,026 and $3,267,437, respectively.

Share Cancellation by StratCap Investment Management, LLC

On September 26, 2025, the Board approved a program pursuant to which the Sponsor may, over the course of twelve months, periodically cancel certain shares of common stock of the Company held by the Sponsor for no consideration (the “Cancellation Program”). For the year ended December 31, 2025, the Board accepted the (i) cancellation of 1,150,000 Class I shares held by the Sponsor for no consideration and (ii) a corresponding number of Class I OP Units in the Operating Partnership in connection with the Cancellation Program.

​

Determination of Public Offering Share Purchase Prices — The Board approves a NAV per share for each class of common stock with outstanding shares each 30-day period from December 2024 consistent with the Advisor’s determination. In the Public Offering, each class of common stock will be sold at the “transaction price”, which generally will equal the NAV per share of each class of common stock, plus applicable upfront selling commissions and dealer manager fees.

Selling Commissions and Dealer Manager Fees

The dealer manager is entitled to receive selling commissions of 1.5% on Class D shares, 3.0% on Class T shares, and 3.5% on Class S shares based on the transaction price of each applicable class of shares sold in the Public Offering. Class I shares do not incur selling commissions. The dealer manager is also entitled to receive dealer manager fees of 0.5% on Class T shares based on the transaction price of each applicable class of shares sold in the Public Offering. Class D shares, Class I shares, and Class S shares do not incur dealer manager fees. The dealer manager is also entitled to receive a stockholder servicing fee of 0.25%, 0.85%, 0.85% per annum of the aggregate NAV of the Company's outstanding Class D shares, Class S shares, and Class T shares, respectively. The stockholder servicing fee with respect to Class T shares consists of an investment professional stockholder servicing fee of 0.65% per annum, and a dealer stockholder servicing fee of 0.20% per annum; however, with respect to Class T shares sold through certain participating broker-dealers, the investment professional stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares. There is no stockholder servicing fee with respect to Class I shares. The Company will accrue the full cost of the stockholder servicing fee as an offering cost at the time each Class D, Class S, and Class T share is sold during the Offering.

​

Net Loss Attributable to Company’s Stockholders

​

The following table provides the amounts attributable to Company’s stockholders:

​

​