v3.26.1
Related and Affiliated Party Transactions
12 Months Ended
Dec. 31, 2025
Related and Affiliated Party Transactions  
Related and Affiliated Party Transactions

Note 13. Related and Affiliated Party Transactions

The following table details the components of due to affiliates:

  ​ ​ ​

December 31, 2025

  ​ ​ ​

December 31, 2024

Accrued management fee

$

449

$

Performance participation allocation

 

1,064

 

Advanced organization and offering costs

 

4,733

 

Other advanced expenses

 

 

294

Total

$

6,246

$

294

Accrued management fee

The Company pays the Adviser a management fee equal to (1) 1.25% of NAV for Class I shares and (2) 1.00% of NAV for the Class A shares and Class F shares, in each case, per annum payable monthly. Additionally, to the extent that the Operating Partnership issues Operating Partnership units to parties other than us, our Operating Partnership will pay the Adviser a management fee equal to (1) 1.25% of the NAV of the Operating Partnership attributable to Class I units not held by us and (2) 1.00% of NAV of the Operating Partnership attributable to Class A and Class F units not held by us, in each case per annum payable monthly. Notwithstanding the foregoing, we will not pay the Adviser a management fee on Class E shares or Class E units, and as a result, it is a class specific expense.

The management fee may be paid in cash, Class E shares, or Class E OP Units, at the Adviser’s sole election. The Adviser has elected to receive management fees in cash and Class E OP units. During the years ended December 31, 2025 and December 31, 2024, the Company incurred management fees of $4,531 in cash and $75 in Class E OP units and zero, respectively. Management fees paid in OP units are considered a non-cash expense.

During the years ended December 31, 2025 and December 31, 2024, the Company has issued $75 and zero units to the Adviser as payment for management fees. The portion of management fees paid in Class E OP units issued on April 1, 2025 were subsequently repurchased. Management fees of $449 and zero were accrued and unpaid as of December 31, 2025 and December 31, 2024, respectively. During the year ended December 31, 2025, the Adviser submitted $75 shares for repurchase.

Performance participation allocation

So long as the Advisory Agreement has not been terminated, NEWLEASE Special Limited Partner, L.P., (the “Special Limited Partner”) holds a performance participation interest in the Operating Partnership that entitles it to receive in the aggregate an allocation from our Operating Partnership equal to, (1) with respect to Class I units, 12.5% of the total return, (2) with respect to Class F units, 10% of the total return and (3) with respect to Class A units, 5% of the total return, in each case, subject to a 5% hurdle amount and a high water mark with respect to such class of units, with a catch-up. Such allocation will be made quarterly and accrue monthly.

Performance participation allocation is measured on a calendar year basis and is paid quarterly in cash, Class E shares, or Class E OP Units, at the Adviser’s sole election. The Adviser has elected to receive performance participation allocation in Class E OP units. During the years ended December 31, 2025 and December 31, 2024, the Company incurred performance participation allocation of $3,424 and zero, respectively. Performance participation allocation paid in OP units are considered a non-cash expense.

As of December 31, 2025, the Company accrued $1,064 for performance participation allocation expense, which was paid in the form of 51,995 Class E OP units effective as of January 1, 2026 using the December 31, 2025 NAV. As of December 31, 2025, 116,724 Class E OP units were issued for performance participation allocation expenses. The Company did not have any performance participation allocation accrued as of December 31, 2024. During the year ended December 31, 2025, the Adviser submitted zero shares for repurchase.

Advanced organization and offering expenses and certain operating expenses

The Adviser has agreed to advance on behalf of the Company organization and offering costs (including legal, accounting, and other expenses attributable to the organization) incurred prior to January 2, 2026, which is the first anniversary of the initial closing of the Company’s private offering (the “Anniversary Date”), and certain operating expenses through the Anniversary Date. The Company will reimburse the Adviser for all such advanced expenses ratably over the 60-month period commencing on the Anniversary Date. After the Anniversary Date, the Company will reimburse the Adviser for any organization and offering costs associated with the private offering that it incurs on the Company’s behalf when incurred.

Other advanced expenses

The Company leverages the broader infrastructure of the Sponsor including utilizing the Sponsor’s accounts payable team to pay all expenses on behalf of the Company, and the Company subsequently reimburses the Sponsor for these expenses.