v3.26.1
Equity
3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Equity

12. Equity

As of March 31, 2026, the Third Amended and Restated Declaration of Trust of the Company, dated March 5, 2026, authorized the Company to issue an unlimited number of common shares, including an unlimited number of shares classified as Class T shares, Class F-T shares, Class S shares, Class F-S shares, Class D shares, Class F-D shares, Class I shares, Class F-I shares, and Class E shares, and an unlimited number of shares classified as preferred shares of beneficial interest, par value $0.01 per share (“preferred shares”).

The share classes have different upfront selling commissions, dealer manager fees, ongoing shareholder servicing fees and gross distributions, as well as different management fees and performance participation allocations. Refer to "Note 10. Related Party Transactions" for more information.

The below table details shares issued and outstanding for the classes of common shares outstanding as of March 31, 2026 and December 31, 2025:

 

Share Class

 

March 31, 2026

 

 

December 31, 2025

 

Class S common shares, $0.01 par value per share

 

 

15,034,345

 

 

 

11,271,609

 

Class F-S common shares, $0.01 par value per share

 

 

18,213,038

 

 

 

18,363,286

 

Class I common shares, $0.01 par value per share

 

 

8,893,474

 

 

 

7,043,621

 

Class F-I common shares, $0.01 par value per share

 

 

11,098,425

 

 

 

10,741,516

 

Class E common shares, $0.01 par value per share

 

 

6,146,147

 

 

 

4,711,151

 

Total:

 

 

59,385,429

 

 

 

52,131,183

 

 

The table below details activity related to the Company's outstanding common share classes for the three months ended March 31, 2026 and 2025:

 

 

 

For the Three Months Ended March 31, 2026

 

 

Class S

 

 

Class F-S

 

 

Class I

 

 

Class F-I

 

 

Class E

 

 

Total

 

December 31, 2025

 

 

11,271,609

 

 

 

18,363,286

 

 

 

7,043,621

 

 

 

10,741,516

 

 

 

4,711,151

 

 

 

52,131,183

 

Common shares issued

 

 

3,672,951

 

 

 

 

 

 

2,077,044

 

 

 

38,932

 

 

 

1,415,847

 

 

 

7,204,774

 

Distribution reinvestment

 

 

110,700

 

 

 

187,341

 

 

 

66,636

 

 

 

92,153

 

 

 

87,848

 

 

 

544,678

 

Common shares repurchased

 

 

(20,915

)

 

 

(111,766

)

 

 

(288,696

)

 

 

 

 

 

(73,818

)

 

 

(495,195

)

Share class transfers

 

 

 

 

 

(225,823

)

 

 

(5,131

)

 

 

225,824

 

 

 

5,119

 

 

 

(11

)

March 31, 2026

 

 

15,034,345

 

 

 

18,213,038

 

 

 

8,893,474

 

 

 

11,098,425

 

 

 

6,146,147

 

 

 

59,385,429

 

 

 

 

For the Three Months Ended March 31, 2025

 

 

Class S

 

 

Class F-S

 

 

Class I

 

 

Class F-I

 

 

Class E

 

 

Total

 

December 31, 2024

 

 

2,540,134

 

 

 

18,504,342

 

 

 

1,060,070

 

 

 

9,723,315

 

 

 

2,878,124

 

 

 

34,705,985

 

Common shares issued

 

 

1,889,046

 

 

 

 

 

 

894,822

 

 

 

687,347

 

 

 

374,461

 

 

 

3,845,676

 

Distribution reinvestment

 

 

27,797

 

 

 

145,659

 

 

 

9,502

 

 

 

64,684

 

 

 

34,153

 

 

 

281,795

 

Common shares repurchased

 

 

(1,273

)

 

 

(57,474

)

 

 

 

 

 

 

 

 

(19,138

)

 

 

(77,885

)

March 31, 2025

 

 

4,455,704

 

 

 

18,592,527

 

 

 

1,964,394

 

 

 

10,475,346

 

 

 

3,267,600

 

 

 

38,755,571

 

Share Repurchase Plan

Our board of trustees adopted the Share Repurchase Plan, pursuant to which shareholders may request on a quarterly basis that the Company repurchase all or any portion of their common shares, subject to certain limitations as set forth therein. The aggregate NAV of total repurchases of our common shares (including repurchases at certain non-U.S. investor access funds primarily created to hold our common shares) is limited to no more than 5% of our aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of each of the immediately preceding three months). Shares or units issued to the Adviser and the Special Limited Partner pursuant to the Advisory Agreement or with respect to the performance participation allocation, respectively, are not subject to these repurchase limitations. We are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular quarter in our discretion. In addition, our ability to fulfill repurchase requests is subject to a number of limitations. As a result, share repurchases may not be available each quarter. Under the Share Repurchase Plan, to the extent we choose to repurchase shares in any particular quarter, we will only repurchase shares as of the opening of the last business day of that quarter (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date, except that shares that have not been outstanding for at least one year will be repurchased at 98% of the transaction price. The one-year holding period is measured as of the subscription closing date immediately following the prospective Repurchase Date.

During the three months ended March 31, 2026, the aggregate proceeds used by the Company to repurchase shares were $429 for Class S shares, $2,307 for Class F-S shares, $5,936 for Class I shares and $1,522 for Class E shares.

During the three months ended March 31, 2025, the aggregate proceeds used by the Company to repurchase shares were $25 for Class S shares, $1,142 for Class F-S shares and $380 for Class E shares.

The Company had no unfulfilled repurchase requests during the three months ended March 31, 2026 and 2025.

Distributions

The table below details the Company's distribution per share for the Company's common share classes for the three months ended March 31, 2026 and 2025:

 

 

For the Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

 

 

Aggregate gross distributions declared per share

 

 

Shareholder servicing fee per share

 

 

Net distributions declared per share

 

 

Aggregate gross distributions declared per share

 

 

Shareholder servicing fee per share

 

 

Net distributions declared per share

 

Class S

 

$

0.3463

 

 

$

(0.0436

)

 

$

0.3027

 

 

$

0.3033

 

 

$

(0.0429

)

 

$

0.2604

 

Class F-S

 

$

0.3816

 

 

$

(0.0438

)

 

$

0.3378

 

 

$

0.3033

 

 

$

(0.0429

)

 

$

0.2604

 

Class I

 

$

0.3463

 

 

$

-

 

 

$

0.3463

 

 

$

0.3033

 

 

$

-

 

 

$

0.3033

 

Class F-I

 

$

0.3816

 

 

$

-

 

 

$

0.3816

 

 

$

0.3033

 

 

$

-

 

 

$

0.3033

 

Class E

 

$

0.4630

 

 

$

-

 

 

$

0.4630

 

 

$

0.3033

 

 

$

-

 

 

$

0.3033

 

Share-Based Compensation

In April 2025, the Company's board of trustees were granted $79 in aggregate compensation in the form of 3,888 restricted Class E shares. The shares were issued at the most recent NAV per share of $20.26 and the shares, and their related distributions, are subject to a one-year vesting period.

In April 2024, the Company's board of trustees were granted $79 in aggregate compensation in the form of 3,938 restricted Class E shares. The shares were issued at the most recent NAV per share of $20.00 and the shares, and their related distributions, vested in April 2025.

The Company recognized $20, during both the three months ended March 31, 2026 and 2025, of compensation expense related to these grants recorded in general and administrative expense in the condensed consolidated statements of operations.