v3.26.1
Equity and Redeemable Non-controlling Interests
3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Equity and Redeemable Non-controlling Interests
11.
Equity and Redeemable Non-controlling Interests

Authorized Capital

The Company is authorized to issue preferred stock and four classes of common stock consisting of Class T shares, Class S shares, Class D shares, and Class I shares. The Company’s board of directors has the ability to establish the preferences and rights of each class or series of preferred stock, without stockholder approval, and as such, it may afford the holders of any series or class of preferred stock preferences, powers and rights senior to the rights of holders of common stock. The differences among the common share classes relate to upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. Refer to Note 2 — “Summary of Significant Accounting Policies” to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for a further description of such items. Other than the differences in upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees, each class of common stock is subject to the same economic and voting rights.

As of March 31, 2026 and December 31, 2025, the Company had the authority to issue 3,100,000,000 shares of capital stock, consisting of the following:

 

Classification

 

Number of
Shares

 

 

Par Value

 

Preferred Stock

 

 

100,000,000

 

 

$

 

0.01

 

Class T Shares

 

 

500,000,000

 

 

$

 

0.01

 

Class S Shares

 

 

1,000,000,000

 

 

$

 

0.01

 

Class D Shares

 

 

500,000,000

 

 

$

 

0.01

 

Class I Shares

 

 

1,000,000,000

 

 

$

 

0.01

 

Total

 

 

3,100,000,000

 

 

 

 

 

 

Common Stock

 

The following tables detail the movement in the Company’s outstanding shares of common stock:

 

 

 

Three Months Ended March 31, 2026

 

 

 

Class T

 

 

Class S

 

 

Class D

 

 

Class I

 

 

Total

 

December 31, 2025

 

 

4,785,065

 

 

 

175,605,537

 

 

 

24,744,496

 

 

 

186,884,080

 

 

 

392,019,178

 

Common stock shares issued (1)

 

 

(129,548

)

 

 

(418,216

)

 

 

(184

)

 

 

1,757,713

 

 

 

1,209,765

 

Distribution reinvestment plan shares issued

 

 

33,093

 

 

 

788,407

 

 

 

68,095

 

 

 

747,464

 

 

 

1,637,059

 

Common stock shares repurchased

 

 

(37,482

)

 

 

(2,563,035

)

 

 

(273,778

)

 

 

(3,117,883

)

 

 

(5,992,178

)

March 31, 2026

 

 

4,651,128

 

 

 

173,412,693

 

 

 

24,538,629

 

 

 

186,271,374

 

 

 

388,873,824

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2025

 

 

 

Class T

 

 

Class S

 

 

Class D

 

 

Class I

 

 

Total

 

December 31, 2024

 

 

5,055,645

 

 

 

181,391,241

 

 

 

25,928,114

 

 

 

189,397,713

 

 

 

401,772,713

 

Common stock shares issued (1)

 

 

(39,018

)

 

 

40,661

 

 

 

(353,540

)

 

 

1,786,932

 

 

 

1,435,035

 

Distribution reinvestment plan shares issued

 

 

34,788

 

 

 

867,873

 

 

 

74,717

 

 

 

739,005

 

 

 

1,716,383

 

Common stock shares repurchased

 

 

(12,022

)

 

 

(1,616,541

)

 

 

(200,916

)

 

 

(2,188,528

)

 

 

(4,018,007

)

March 31, 2025

 

 

5,039,393

 

 

 

180,683,234

 

 

 

25,448,375

 

 

 

189,735,122

 

 

 

400,906,124

 

__________

(1)
Includes exchanges between share classes.

Share Repurchases

The Company has adopted a share repurchase plan whereby, subject to certain limitations, stockholders may request on a monthly basis that the Company repurchases all or any portion of their shares. Should repurchase requests, in the Company’s judgment, place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing its liquid assets in real properties or other illiquid investments rather than repurchasing its shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, the Company’s board of directors may modify or suspend the Company’s share repurchase plan if it deems such action to be in the Company’s best interest and in the best interest of its stockholders. In addition, the total amount of shares that the Company may repurchase is limited. From the Company’s inception until its share repurchase plan was amended as described below, the total amount of shares that the Company could repurchase was limited, in any calendar month, to shares whose aggregate value (based on the repurchase price per share on the date of the repurchase) was no more than 2% of its aggregate net asset value (“NAV”) per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month) and no more than 5% of its aggregate NAV per calendar quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding quarter).

On May 23, 2024, the Company amended its share repurchase plan such that, beginning with repurchases during the month of May 2024, the Company limited share repurchases to 0.33% of NAV per month and, beginning on July 1, 2024, the Company limited share repurchases to 1% of NAV per quarter.

 

On June 6, 2025, the Company further amended its share repurchase plan such that, beginning with repurchases during the month of June 2025, the Company limits share repurchases to 0.5% of NAV per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month) and beginning on July 1, 2025, the Company limits share repurchases to 1.5% of NAV per quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding quarter). As a result, the limit for the quarter ended March 31, 2026 was approximately 1.5% of the Company’s aggregate NAV (measured using the Company’s aggregate NAV attributable to stockholders as of December 31, 2025).

 

In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month (including where repurchase requests exceed the monthly or quarterly limits), shares submitted for repurchase during such month will be repurchased subject to the following repurchase priority. First, repurchase requests made upon the death or qualifying disability of a stockholder who is a natural person will be repurchased in full to the extent there are available funds up to a limit of $5.0 million per month, subject to the terms and conditions regarding the death or qualifying disability for waivers of the Early Repurchase Deduction set forth in the share repurchase plan. To the extent such repurchase requests exceed the $5.0 million per month limit, such requests will be satisfied in the order of the date of death or qualifying disability, beginning with the earliest of such date, and any unfulfilled requests will be repurchased on a pro rata basis with all other repurchase requests for such month. Second, repurchase requests that

would result in an account, including accounts in certain feeder funds created to hold the Company’s shares, having a balance below $2,500 will be repurchased in full to the extent there are available funds. Thereafter, any remaining funds will be used to repurchase all other shares submitted for repurchase during such month on a pro rata basis.

 

For the three months ended March 31, 2026, the Company repurchased approximately 6.0 million shares of common stock, representing a total of approximately $120.3 million. For the three months ended March 31, 2025, the Company repurchased approximately 4.0 million shares of common stock, representing a total of approximately $87.3 million.

See Note 16 for information regarding subsequent amendments to the Company’s share repurchase plan.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net earnings as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code.

Each class of common stock receives the same gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and is paid directly to the applicable distributor.

The following table details the aggregate distributions declared for each applicable class of common stock:

 

 

 

Three Months Ended March 31, 2026

 

 

 

Class T

 

 

Class S

 

 

Class D

 

 

Class I

 

Aggregate gross distributions declared per share of common stock

 

$

 

0.3105

 

 

$

 

0.3105

 

 

$

 

0.3105

 

 

$

 

0.3105

 

Stockholder servicing fee per share of common stock

 

 

 

(0.0417

)

 

 

 

(0.0420

)

 

 

 

(0.0121

)

 

 

 

 

Net distributions declared per share of common stock

 

$

 

0.2688

 

 

$

 

0.2685

 

 

$

 

0.2984

 

 

$

 

0.3105

 

 

Redeemable Non-controlling Interests

In connection with its performance participation interest, the Special Limited Partner holds Class I units in the Operating Partnership. See Note 12 for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class I units for cash, at its election, the Company has classified these Class I units as Redeemable non-controlling interest in mezzanine equity on the Company’s Condensed Consolidated Balance Sheets. The redeemable non-controlling interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and distributions, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period. In addition to the Special Limited Partner’s interest noted above, certain third parties also have a redeemable non-controlling interest.

The following tables detail the redeemable non-controlling interests activity related to the Special Limited Partner and third-party Operating Partnership unitholders for the three months ended March 31, 2026 and 2025 ($ in thousands):

 

 

 

Special Limited Partner(1)

 

 

Third-party Operating Partnership unitholders

 

 

Total

 

Balance at December 31, 2025

 

$

258,241

 

 

$

140,860

 

 

$

399,101

 

  Settlement of performance participation allocation

 

 

 

 

 

 

 

 

 

  GAAP loss allocation

 

 

(3,949

)

 

 

(2,154

)

 

 

(6,103

)

  Distributions

 

 

(4,016

)

 

 

(2,191

)

 

 

(6,207

)

  Fair value allocation

 

 

3,834

 

 

 

2,092

 

 

 

5,926

 

Balance at March 31, 2026

 

$

254,110

 

 

$

138,607

 

 

$

392,717

 

 

 

 

 

Special Limited Partner(1)

 

 

Third-party Operating Partnership unitholders

 

 

Total

 

Balance at December 31, 2024

 

$

280,872

 

 

$

154,006

 

 

$

434,878

 

  Settlement of performance participation allocation

 

 

 

 

 

 

 

 

 

  GAAP loss allocation

 

 

(6,016

)

 

 

(3,299

)

 

 

(9,315

)

  Distributions

 

 

(4,016

)

 

 

(2,202

)

 

 

(6,218

)

  Fair value allocation

 

 

2,649

 

 

 

1,453

 

 

 

4,102

 

Balance at March 31, 2025

 

$

273,489

 

 

$

149,958

 

 

$

423,447

 

 

 

 

(1)
Includes units transferred to Barry S. Sternlicht, which are deemed to be beneficially owned by Mr. Sternlicht.