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

11. Shareholders Equity

Common Shares

As of December 31, 2025, the Company had 50,132,605 common shares, par value $0.001 per share, issued and outstanding, 7,453,036 of which were issued during the year ended December 31, 2025.

During the year ended December 31, 2025, the Company made the following distributions:

Payment Date (1)

 

Distribution Rate per Share

 

 

Ex-Date

 

Record Date

December 31, 2025

 

$

0.15

 

 

11/21/2025

 

11/21/2025

September 30, 2025

 

$

0.15

 

 

8/14/2025

 

8/14/2025

June 30, 2025

 

$

0.15

 

 

5/9/2025

 

5/9/2025

March 31, 2025

 

$

0.15

 

 

2/28/2025

 

2/28/2025

(1)
The distributions paid consisted of a combination of cash and shares, with the cash component of the distribution (other than cash paid in lieu of fractional shares) comprising 20% of the distribution, with the balance being paid in the Company's common shares.

As of December 31, 2024, the Company had 42,679,569 common shares issued and outstanding. 4,289,969 shares were issued during the year ended December 31, 2024.

During the year ended December 31, 2024, the Company made the following distributions:

Payment Date (1)

 

Distribution Rate per Share

 

 

Ex-Date

 

Record Date

December 31, 2024

 

$

0.15

 

 

11/15/2024

 

11/15/2024

September 30, 2024

 

$

0.15

 

 

8/15/2024

 

8/15/2024

June 28, 2024

 

$

0.15

 

 

5/14/2024

 

5/14/2024

March 28, 2024

 

$

0.15

 

 

2/15/2024

 

2/15/2024

(1)
The distributions paid consisted of a combination of cash and shares, with the cash component of the distribution (other than cash paid in lieu of fractional shares) comprising 20% of the distribution, with the balance being paid in the Company's common shares.

Series A Preferred Shares

On January 8, 2021, the Company issued 3,359,593 5.50% Series A Cumulative Preferred Shares, par value $0.001 per share, liquidation preference $25.00 per share ("Series A Preferred Shares") with an aggregate liquidation preference of approximately $84.0 million. The Series A Preferred Shares were issued as part of the consideration for an exchange offer for a portion of the Company’s common shares. The Series A Preferred Shares are callable beginning on December 15, 2023 at a price of $25 per share. The Company may exercise its call option at the Company's discretion. As a result, these are included in permanent equity.

During the year ended December 31, 2025, the Company made the below distributions on its Series A Preferred Shares:

 

Payment Date

 

Distribution Rate per Share

 

 

Ex-Date

 

Record Date

December 31, 2025

 

$

0.34375

 

 

12/23/2025

 

12/23/2025

September 30, 2025

 

$

0.34375

 

 

9/23/2025

 

9/23/2025

June 30, 2025

 

$

0.34375

 

 

6/23/2025

 

6/23/2025

March 31, 2025

 

$

0.34375

 

 

3/24/2025

 

3/24/2025

During the year ended December 31, 2024, the Company made the below distributions on its Series A Preferred Shares:

 

Payment Date

 

Distribution Rate per Share

 

 

Ex-Date

 

Record Date

December 31, 2024

 

$

0.34375

 

 

12/23/2024

 

12/23/2024

September 30, 2024

 

$

0.34375

 

 

9/23/2024

 

9/23/2024

July 1, 2024

 

$

0.34375

 

 

6/24/2024

 

6/24/2024

March 31, 2024

 

$

0.34375

 

 

3/25/2024

 

3/25/2024

Distributions on the Series A Preferred Shares are cumulative from their original issue date at the annual rate of 5.5% of the $25 per share liquidation preference and are payable quarterly on March 31, June 30, September 30, and December 31 of each year, or in each case on the next succeeding business day.

Series B Preferred Shares

On January 30, 2025, the Company announced the launch of a continuous public offering (the “Series B Preferred Offering”) of up to 16,000,000 shares of its newly designated Series B Preferred Shares at a price to the public of $25.00 per share, for gross proceeds of $400.0 million. As of December 31, 2025, the Company has issued 911,003 Series B Preferred Shares for gross proceeds of $22.4 million before deducting selling commissions and dealer manager fees of approximately $2.0 million, and organization and offering costs of approximately $0.1 million. The Company expects that the offering will terminate on the earlier of the date the Company sells all 16,000,000 Series B Preferred Shares in the offering or August 1, 2027 (which is the third anniversary of the effective date of the Company’s registration statement), which may be extended by the Board in its sole discretion. The Board may elect to terminate the Series B Preferred Offering at any time.

During the year ended December 31, 2025, the Company declared the below distributions on its Series B Preferred Shares:

 

Payment Date

 

Distribution Rate per Share

 

 

Ex-Date

 

Record Date

April 6, 2026

 

$

0.18750

 

 

3/25/2026

 

3/25/2026

March 5, 2026

 

$

0.18750

 

 

2/25/2026

 

2/25/2026

February 5, 2026

 

$

0.18750

 

 

1/23/2026

 

1/23/2026

January 5, 2026

 

$

0.18750

 

 

12/24/2025

 

12/24/2025

December 5, 2025

 

$

0.18750

 

 

11/25/2025

 

11/25/2025

November 5, 2025

 

$

0.18750

 

 

10/24/2025

 

10/24/2025

October 6, 2025

 

$

0.18750

 

 

9/25/2025

 

9/25/2025

September 5, 2025

 

$

0.18750

 

 

8/25/2025

 

8/25/2025

August 5, 2025

 

$

0.18750

 

 

7/25/2025

 

7/25/2025

July 7, 2025

 

$

0.18750

 

 

6/25/2025

 

6/25/2025

June 5, 2025

 

$

0.18750

 

 

5/23/2025

 

5/23/2025

May 5, 2025

 

$

0.18750

 

 

4/25/2025

 

4/25/2025

April 7, 2025

 

$

0.18750

 

 

3/25/2025

 

3/25/2025

March 5, 2025

 

$

0.18750

 

 

2/25/2025

 

2/25/2025

Distributions on the Series B Preferred Shares are cumulative from their original issue date at the annual rate of 9% of the $25 per share initial stated value and are payable monthly on the fifth day of each calendar month or, if such date is not a business day, on the next succeeding business day.

Share Repurchase Program

On October 28, 2024, the Board authorized us to repurchase an indeterminate number of common shares and Series A Preferred Shares, at an aggregate market value of up to $20.0 million during a two-year period that is set to expire on October 28, 2026. We may utilize various methods to affect the repurchases, and the timing and extent of the repurchases will depend upon several factors, including market and business conditions, regulatory requirements and other corporate considerations, including whether our common shares or Series A Preferred Shares are trading at a significant discount to net asset value ("NAV") per share. Repurchases under this program may be discontinued at any time.

During the year ended December 31, 2025, the Company repurchased 562,157 of its common shares at a total cost of approximately $1.9 million, or $3.35 per share on average. During the year ended December 31, 2024, the Company did not repurchase any of its common shares.

Long Term Incentive Plan

On January 30, 2023, the Company’s shareholders approved a long-term incentive plan (the “2023 LTIP”, as amended by the A&R 2023 LTIP (as defined below), the “LTIP”) and the Company subsequently filed a registration statement on Form S-8 registering 2,545,000 common shares, which the Company may issue pursuant to the 2023 LTIP. On June 10, 2025, the Company’s shareholders approved an amendment and restatement of the 2023 LTIP (the “A&R 2023 LTIP”) and the Company subsequently filed a registration statement on Form S-8 registering an additional 943,000 common shares,

which the Company may issue pursuant to the A&R 2023 LTIP. The LTIP authorizes the compensation committee of the Board to provide equity-based compensation in the form of share options, appreciation rights, restricted shares, restricted share units, performance shares, performance units and certain other awards denominated or payable in, or otherwise based on, the Company’s common shares or factors that may influence the value of the Company’s common shares, plus cash incentive awards, for the purpose of providing the Company’s trustees, officers and other key employees (and those of the Adviser and the Company’s subsidiaries), and potentially certain nonemployees who perform employee-type functions, incentives and rewards for performance (the "participants").

Restricted Share Units. Under the LTIP, restricted share units may be granted to the participants and typically vest over a three to five-year period for officers, employees and certain key employees of the Adviser and annually for trustees. The most recent grant of restricted share units to officers, employees and certain key employees of the Adviser will vest over a four-year period. Beginning on the date of grant, restricted share units earn distributions that are payable in cash on the vesting date. Compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award. Forfeitures are recognized as they occur. The following table includes the number of restricted share units granted to its trustees, officers, employees and certain key employees of the Adviser under the LTIP:

 

 

 

Summary of Grants

 

 

 

March

 

 

April

 

 

June

 

 

Total

 

2023

 

 

 

 

 

603,482

 

 

 

 

 

 

603,482

 

2024

 

 

1,033,787

 

 

 

 

 

 

 

 

 

1,033,787

 

2025

 

 

 

 

 

937,643

 

 

 

572,592

 

 

 

1,510,235

 

Total

 

 

1,033,787

 

 

 

1,541,125

 

 

 

572,592

 

 

 

3,147,504

 

 

As of December 31, 2025 and 2024, the Company had 2,463,802 and 1,438,049 unvested units under the LTIP, respectively.

The following table includes the number of restricted share units granted, vested, forfeited and outstanding as of and for the year ended December 31, 2025:

 

 

 

2025

 

 

 

Number of Units

 

 

Weighted Average
Grant Date
Fair Value

 

Outstanding January 1, 2025

 

 

1,438,049

 

 

$

7.35

 

Granted

 

 

1,510,235

 

 

 

3.73

 

Vested

 

 

(449,024

)

(1)

 

3.76

 

Forfeited

 

 

(35,458

)

 

 

5.90

 

Outstanding December 31, 2025

 

 

2,463,802

 

 

$

5.81

 

 

(1)
Certain key employees of the Adviser elected to net the taxes owed upon the vesting against the shares issued resulting in 358,173 shares being issued as shown on the Consolidated Statements of Equity.

The following table contains information regarding the vesting of restricted share units under the LTIP as of December 31, 2025:

 

 

 

Shares Vesting

 

 

 

February

 

 

March

 

 

April

 

 

June

 

 

Total

 

2026

 

 

 

 

 

234,527

 

 

 

397,608

 

 

 

164,797

 

 

 

796,932

 

2027

 

 

355,614

 

 

 

234,527

 

 

 

130,974

 

 

 

 

 

 

721,115

 

2028

 

 

355,614

 

 

 

234,527

 

 

 

 

 

 

 

 

 

590,141

 

2029

 

 

355,614

 

 

 

 

 

 

 

 

 

 

 

 

355,614

 

Total

 

 

1,066,842

 

 

 

703,581

 

 

 

528,582

 

 

 

164,797

 

 

 

2,463,802

 

 

 

For the years ended December 31, 2025 and 2024, the Company recognized approximately $4.7 million and $3.0 million, respectively, of equity-based compensation expense related to grants of restricted share units. As of December 31, 2025, the Company had recognized a liability of approximately $1.8 million related to distributions earned on restricted share units that are payable in cash upon vesting. As of December 31, 2025, total unrecognized compensation expense on restricted share units was approximately $9.4 million, and the expense is expected to be recognized over a weighted average vesting period of 1.4 years. As of December 31, 2024, total unrecognized compensation expense on restricted share units was approximately $8.0 million, and the expense is expected to be recognized over a weighted average vesting period of 1.5 years.