v3.26.1
Transactions with Related Parties
 3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
Transactions With Related Parties

NOTE 13 – TRANSACTIONS WITH RELATED PARTIES

The following table summarizes the Company’s related party transactions for the three months ended March 31, 2026 and 2025. Certain compensation and fees payable to the Business Manager for services provided to the Company are limited to maximum amounts.

 

 

Three Months Ended
 March 31,

 

Unpaid amounts as of

 

 

 

2026

 

2025

 

March 31, 2026

 

December 31, 2025

 

General and administrative reimbursements

(a)

$

442

 

$

416

 

$

285

 

$

273

 

 

 

 

 

 

 

 

 

 

 

Real estate management fees

 

$

1,474

 

$

1,449

 

$

—

 

$

—

 

Property operating expenses

 

 

419

 

 

613

 

 

66

 

 

55

 

Construction management fees

 

 

103

 

 

107

 

 

97

 

 

1

 

Leasing fees

 

 

43

 

 

86

 

 

152

 

 

108

 

Total real estate management related costs

(b)

$

2,039

 

$

2,255

 

$

315

 

$

164

 

 

 

 

 

 

 

 

 

 

 

Business management fees

(c)

$

2,327

 

$

2,242

 

$

2,327

 

$

2,263

 

 

(a)
The Business Manager and its related parties are entitled to reimbursement for certain general and administrative expenses incurred by the Business Manager or its related parties relating to the Company’s administration. Such costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Unpaid amounts are included in due to related parties on the consolidated balance sheets.
(b)
For each property that is managed by the Real Estate Manager, the Company pays a monthly real estate management fee of up to 3.9% of the gross income from each property. Although the Company does not own any single-tenant net leased properties, if the Company acquires and owns this type of property, the monthly management fee would be reduced to up to 1.9% of the gross income from each such property. The Real Estate Manager determines, in its sole discretion, the amount of the fee with respect to a particular property, subject to those limitations. For each property that is managed directly by the Real Estate Manager or its affiliates, the Company pays the Real Estate Manager a separate leasing fee. Further, if the Company engages its Real Estate Manager to provide construction management services for a property, the Company pays a separate construction management fee. Leasing fees are included in deferred costs, net and construction management fees are included in building and other improvements in the consolidated balance sheets. The Company also reimburses the Real Estate Manager and its affiliates for property-level expenses that they pay or incur on the Company’s behalf, including the salaries, bonuses and benefits of persons performing services for the Real Estate Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as an executive officer of the Real Estate Manager or the Company. Real estate management fees and reimbursable expenses are included in property operating expenses in the consolidated statements of operations and comprehensive loss.
(c)
The Company pays the Business Manager an annual business management fee equal to 0.55% of its “averaged invested assets.” The fee is payable quarterly in an amount equal to 0.1375% of its average invested assets as of the last day of the immediately preceding quarter. “Average invested assets” means, for any period, the average of the aggregate book value of the Company’s assets, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and loans secured by, properties, as well as amounts invested in securities and consolidated and unconsolidated joint ventures or other partnerships, before reserves for amortization and depreciation or bad debts, impairments or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter. Unpaid amounts are included in due to related parties on the consolidated balance sheets. The Business Management Agreement terminates on March 31, 2027.

On January 19, 2024, the Company entered into the Business Management Agreement with the Business Manager, effective February 1, 2024, to, among other things, (i) provide the Company with the authority to engage a person not affiliated with or employed by the Business Manager to serve as president and chief executive officer of the Company and (ii) to reduce the business management fee payable to the Business Manager by the amount of any payment made to any third-party person as compensation for services as the Company’s president and chief executive officer. In connection with an agreement entered into with Mark Zalatoris, the Company’s then-president and chief executive officer, referred to herein as the “CEO Agreement,” the Business Management Fee was reduced by the amount of any payments made to Mr. Zalatoris under the CEO Agreement. Mr. Zalatoris resigned from his positions as president and chief executive officer of the Company effective February 2, 2026. Effective as of the same date, Bernard Michael was appointed

as the Company’s president and chief executive officer. As a result of this transition, the Business Manager now directly compensates Mr. Michael. Accordingly, beginning in February 2026, the Company pays the Business Manager the full fee it is entitled to under the Business Management Agreement. During the three months ended March 31, 2026 and 2025, total costs incurred under the CEO Agreement were $29 and $88, respectively. These costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.