v3.26.1
Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Stockholders' Equity  
Stockholders' Equity

10. Stockholders’ Equity

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Series G Cumulative Redeemable Preferred Stock

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The Series G preferred stock, which is callable at its $25.00 redemption price plus accrued and unpaid dividends by the Company at any time, initially accrued dividends at a rate equal to Montage Healdsburg’s annual net operating income yield on the Company’s total investment in the resort. The dividend rate subsequently increased to the greater of the rate equal to Montage Healdsburg’s annual net operating income yield on the Company’s total investment in the resort or 4.5% and 6.5% in July 2024 and July 2025, respectively, resulting in dividend rates of 6.5% and 4.5% for the first and second quarters of 2026 and 2025, respectively. Beginning in the third quarter of 2026, the annual dividend rate will increase to the greater of 7.5% or the rate equal to Montage Healdsburg’s annual net operating income yield on the Company’s total investment in the resort. The Series G preferred stock is not convertible into any other security.

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Series H Cumulative Redeemable Preferred Stock

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On or after May 24, 2026, the Series H preferred stock, which has an annual dividend rate of 6.125%, will be redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Upon the occurrence of a change of control, as defined by the Articles Supplementary for Series H preferred stock, the Company may at its option redeem the Series H preferred stock for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. If the Company chooses not to redeem the Series H preferred stock upon the occurrence of a change of control, holders of the Series H preferred stock may convert their preferred shares into shares of the Company’s common stock.

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Series I Cumulative Redeemable Preferred Stock

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On or after July 16, 2026, the Series I preferred stock, which has an annual dividend rate of 5.70%, will be redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Upon the occurrence of a change of control, as defined by the Articles Supplementary for Series I preferred stock, the Company may at its option redeem the Series I preferred stock for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. If the Company chooses not to redeem the Series I preferred stock upon the occurrence of a change of control, holders of the Series I preferred stock may convert their preferred shares into shares of the Company’s common stock.

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Stock Repurchase Program

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In February 2026, the Company’s board of directors reauthorized and restored the Company’s existing stock repurchase program, allowing the Company to acquire up to $500.0 million of the Company’s aggregate common and preferred stock. The stock repurchase program has no stated expiration date.

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Details of the Company’s common and preferred stock repurchases were as follows (dollars in thousands):

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Three Months Ended June 30,

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Six Months Ended June 30,

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2026

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2025

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2026

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2025

Number of common shares

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1,195,325

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10,301,090

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4,380,093

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11,122,861

Number of preferred shares (1)

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1,015,896

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—

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1,380,991

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—

Total cost, including fees and commissions

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$

32,274

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$

90,454

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$

68,742

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$

98,470

(1)The Company repurchased 328,438 shares and 571,200 shares of its Series H preferred stock during the three and six months ended June 30, 2026, respectively, at average repurchase prices, before expenses, of $21.07 and $20.94 per share, respectively. The Company repurchased 687,458 shares and 809,791 shares of its Series I preferred stock during the three and six months ended June 30, 2026, respectively, at average repurchase prices, before expenses, of $20.25 and $20.00 per share, respectively. As the Series H and Series I preferred stock were repurchased at a discount to their respective carrying
values, the Company recorded net gains of $1.0 million and $2.7 million related to the Series H and Series I repurchases, respectively, for the three months ended June 30, 2026, and net gains of $1.8 million and $3.4 million related to the Series H and Series I repurchases, respectively, for the six months ended June 30, 2026. These gains were included in preferred stock dividends, net of gain on repurchases on the accompanying consolidated statement of operations for the three and six months ended June 30, 2026.

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As of June 30, 2026, $438.9 million remains available for repurchase under the stock repurchase program. Future repurchases will depend on various factors, including the Company’s capital needs and restrictions under its various financing agreements, as well as the price of the Company’s common and preferred stock (see Note 15).

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ATM Agreements

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In March 2023, the Company entered into separate “At the Market” Agreements (the “ATM Agreements”) with several financial institutions. In accordance with the terms of the ATM Agreements, the Company may from time to time offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million. No common stock was issued under the ATM Agreements during the three and six months ended June 30, 2026 or 2025, leaving $300.0 million available for sale.