v3.26.1
Equity
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity

NOTE 7 – EQUITY

The following table presents the number of shares of each class of the Company’s common stock authorized, issued and outstanding as of June 30, 2026 and December 31, 2025:

 

 

As of

 

 

 

June 30, 2026

 

 

December 31, 2025

 

 

 

Shares Authorized

 

 

Shares Issued and Outstanding

 

 

Shares Authorized

 

 

Shares Issued and Outstanding

 

Class T, $0.01 par value per share

 

 

400,000,000

 

 

 

201,136

 

 

 

400,000,000

 

 

 

176,028

 

Class S, $0.01 par value per share

 

 

400,000,000

 

 

 

 

 

 

400,000,000

 

 

 

 

Class D, $0.01 par value per share

 

 

400,000,000

 

 

 

31,294

 

 

 

400,000,000

 

 

 

24,491

 

Class I, $0.01 par value per share

 

 

400,000,000

 

 

 

381,633

 

 

 

400,000,000

 

 

 

347,759

 

Class X-1, $0.01 par value per share

 

 

200,000,000

 

 

 

39,479

 

 

 

200,000,000

 

 

 

4,298

 

Class X-2, $0.01 par value per share

 

 

200,000,000

 

 

 

 

 

 

200,000,000

 

 

 

 

Class A, $0.01 par value per share

 

 

100,000,000

 

 

 

 

 

 

100,000,000

 

 

 

 

The Company is also authorized to issue 100,000,000 shares classified as preferred stock with a par value of $0.01 per share.

On December 1, 2023, the Company had satisfied the minimum offering requirement in all states, except the State of Pennsylvania, in the Public Offering and authorized the release of proceeds from escrow, resulting in the release of net proceeds of approximately $2,500 to the Company as payment for such shares. On May 1, 2026, upon consolidation of the Operating Partnership, the Company satisfied the minimum offering requirement in the State of Pennsylvania.

The Company is not offering Class A shares in the Offerings, and the Company had no Class A shares outstanding as of June 30, 2026. If the Company were to issue shares in exchange for Class A OP Units, the Company would expect to issue Class A shares with economic features that mirror those of Class A OP Units, including class-specific allocations for the management fee to the Company’s Advisor

and the performance participation allocation to IPC REIT Special Limited Partner, LP (the “Special Limited Partner”). See Note 11 – “Transactions with Related Parties” for further information.

Class I shares, Class X-1 shares and Class X-2 shares in the Private Offering are only available through distribution participants selected by Inland Securities Corporation (the “Dealer Manager”) as being eligible based on the amount of offering proceeds anticipated to be raised through such distribution participants, as well as other factors, in the Dealer Manager’s discretion. Distribution participants that are initially eligible only to sell Class I or Class X-1 shares in the Private Offering may become eligible to sell Class X-1 and/or Class X-2 shares in the Private Offering if the gross proceeds in the Private Offering raised by such distribution participants reach the target specified by the Dealer Manager. The Company may also offer investors who have purchased Class I shares in the Public Offering and have held such shares for at least one year the option to exchange such shares for Class X-1 or Class X-2 shares at an exchange rate based on the NAV per share of each class involved in the exchange as of the exchange date if such investor’s financial intermediary has reached the requisite gross proceeds raised threshold in the Private Offering as specified by the Dealer Manager. All Class I shares sold in the Private Offering will be exchanged for Class X-1 or Class X-2 shares at an exchange rate based on the NAV per share of each class involved in the exchange as of the exchange date regardless of hold period if the gross proceeds in the Private Offering raised by the applicable distribution participant reach the target specified by the Dealer Manager. Similarly, Class X-1 shares sold in the Private Offering will be exchanged for Class X-2 shares at an exchange rate based on the NAV per share of each class as of the exchange date if the gross proceeds in the Private Offering raised by the applicable distribution participant reach the target specified by the Dealer Manager.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan (as amended, the “DRP”) whereby stockholders who elect to participate in the DRP or who are automatically enrolled in the DRP pursuant to the terms of a subscription for shares of common stock will have their cash distributions automatically reinvested in additional shares of the Company’s common stock. Stockholders that do not participate in the DRP will automatically receive their distributions in cash. The purchase price for shares purchased under the DRP will be equal to the transaction price for such shares at the time the distribution is payable, which will generally be equal to the Company’s prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares under the DRP; however, all outstanding Class T, Class S and Class D shares, including those purchased under the DRP, will be subject to ongoing distribution fees. The distribution fees with respect to shares of the Company’s Class T shares, Class S shares and Class D shares are calculated based on the Company’s NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the DRP.

There were $74 and $142 of distributions reinvested through the DRP during the three and six months ended June 30, 2026, respectively. There were $22 and $33 of distributions reinvested through the DRP during the three and six months ended June 30, 2025, respectively.

Share Repurchase Plan

The Company has adopted a share repurchase plan (as amended, the “SRP”), whereby on a monthly basis, stockholders may request that the Company repurchase all or any portion of their shares. The Company may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in its discretion, subject to any limitations in the SRP. The total amount of aggregate repurchases of Class T, Class S, Class D, Class I, Class X-1 and Class X-2 shares will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares would be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year would be repurchased at 95% of the transaction price. In the event that the Company, in its sole discretion, elects to issue Class A shares to holders of OP Units seeking redemption, the Company expects to amend the SRP to address the repurchase of Class A shares on the same terms that are applicable to the Class T, Class S, Class D, Class I, Class X-1 and Class X-2 shares. Due to the illiquid nature of investments in real estate, the Company may not have sufficient liquid resources to fund repurchase requests and has established limitations on the amount of funds the Company may use for repurchases during any calendar month and quarter. Further, the board of directors of the Company may modify or suspend the SRP if in its reasonable judgment it deems such action to be in the Company’s best interest.

There were $153 and $226 repurchases through the SRP during the three and six months ended June 30, 2026, respectively. There were no repurchases through the SRP during the three and six months ended June 30, 2025.

Share Activity for Common Stock and Preferred Stock

The following tables detail the change in the Company’s outstanding shares of all classes of common and preferred stock for the three months ended June 30, 2026 and 2025:

For the three months ended June 30, 2026

 

Preferred Stock

 

 

Common Stock
Class T

 

 

Common Stock
Class S

 

 

Common Stock
Class D

 

 

Common Stock
Class I

 

 

Common Stock
Class X-1

 

 

Common Stock
Class X-2

 

 

Common Stock
Class A

 

Beginning balance

 

 

 

 

 

186,088

 

 

 

 

 

 

24,711

 

 

 

376,414

 

 

 

10,769

 

 

 

 

 

 

 

Issuance of shares

 

 

 

 

 

13,790

 

 

 

 

 

 

6,364

 

 

 

10,032

 

 

 

28,710

 

 

 

 

 

 

 

Distribution reinvestment

 

 

 

 

 

1,258

 

 

 

 

 

 

219

 

 

 

1,675

 

 

 

 

 

 

 

 

 

 

Shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,488

)

 

 

 

 

 

 

 

 

 

Ending balance

 

 

 

 

 

201,136

 

 

 

 

 

 

31,294

 

 

 

381,633

 

 

 

39,479

 

 

 

 

 

 

 

 

For the three months ended June 30, 2025

 

Preferred Stock

 

 

Common Stock
Class T

 

 

Common Stock
Class S

 

 

Common Stock
Class D

 

 

Common Stock
Class I

 

 

Common Stock
Class A

 

Beginning balance

 

 

 

 

 

41,317

 

 

 

 

 

 

5,190

 

 

 

214,995

 

 

 

 

Issuance of shares

 

 

 

 

 

37,386

 

 

 

 

 

 

16,320

 

 

 

36,518

 

 

 

 

Distribution reinvestment

 

 

 

 

 

120

 

 

 

 

 

 

77

 

 

 

710

 

 

 

 

Ending balance

 

 

 

 

 

78,823

 

 

 

 

 

 

21,587

 

 

 

252,223

 

 

 

 

The following tables detail the change in the Company’s outstanding shares of all classes of common and preferred stock for the six months ended June 30, 2026 and 2025:

For the six months ended June 30, 2026

 

Preferred Stock

 

 

Common Stock
Class T

 

 

Common Stock
Class S

 

 

Common Stock
Class D

 

 

Common Stock
Class I

 

 

Common Stock
Class X-1

 

 

Common Stock
Class X-2

 

 

Common Stock
Class A

 

Beginning balance

 

 

 

 

 

176,028

 

 

 

 

 

 

24,491

 

 

 

347,759

 

 

 

4,298

 

 

 

 

 

 

 

Issuance of shares

 

 

 

 

 

25,676

 

 

 

 

 

 

6,364

 

 

 

36,122

 

 

 

35,181

 

 

 

 

 

 

 

Distribution reinvestment

 

 

 

 

 

2,434

 

 

 

 

 

 

439

 

 

 

3,208

 

 

 

 

 

 

 

 

 

 

Issuance of restricted shares (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,172

 

 

 

 

 

 

 

 

 

 

Shares repurchased

 

 

 

 

 

(3,002

)

 

 

 

 

 

 

 

 

(6,628

)

 

 

 

 

 

 

 

 

 

Ending balance

 

 

 

 

 

201,136

 

 

 

 

 

 

31,294

 

 

 

381,633

 

 

 

39,479

 

 

 

 

 

 

 

 

For the six months ended June 30, 2025

 

Preferred Stock

 

 

Common Stock
Class T

 

 

Common Stock
Class S

 

 

Common Stock
Class D

 

 

Common Stock
Class I

 

 

Common Stock
Class A

 

Beginning balance

 

 

 

 

 

21,175

 

 

 

 

 

 

2,266

 

 

 

190,266

 

 

 

 

Issuance of shares

 

 

 

 

 

57,454

 

 

 

 

 

 

19,201

 

 

 

60,914

 

 

 

 

Distribution reinvestment

 

 

 

 

 

194

 

 

 

 

 

 

120

 

 

 

1,043

 

 

 

 

Ending balance

 

 

 

 

 

78,823

 

 

 

 

 

 

21,587

 

 

 

252,223

 

 

 

 

Distributions

The table below presents the aggregate gross and net distributions declared per share for each applicable class of common stock during the six months ended June 30, 2026. The gross distribution was reduced each month for Class T shares and Class D shares of the Company’s common stock for applicable class-specific distribution fees to arrive at a lower net distribution amount paid to such class. For a description of the distribution fees applicable to Class D, Class S and Class T shares of the Company’s common stock, please see Note 11 – “Transactions with Related Parties” below. As of June 30, 2026, the Company had not issued any shares of Class S or Class X-2 common stock. The table excludes distributions for any month for a class of shares of common stock when there were no shares of that class outstanding on the applicable record date.

 

 

Class T Shares

 

 

Class D Shares

 

 

Class I Shares

 

 

Class X-1 Shares

 

Aggregate gross distributions declared per share

 

$

0.6252

 

 

$

0.6252

 

 

$

0.6252

 

 

$

0.6252

 

Distribution fee per share

 

 

0.0988

 

 

 

0.0292

 

 

N/A

 

 

N/A

 

Net distributions declared per share

 

$

0.5264

 

 

$

0.5960

 

 

$

0.6252

 

 

$

0.6252

 

 

The table below presents the aggregate gross and net distributions declared per share for each applicable class of common stock during the six months ended June 30, 2025. The gross distribution was reduced each month for Class T and Class D shares of the Company’s common stock for applicable class-specific distribution fees to arrive at a lower net distribution amount paid to such class. For a description of the distribution fees applicable to Class D, Class S and Class T shares of the Company’s common stock, please see Note 11 – “Transactions with Related Parties” below. As of June 30, 2025, the Company had not issued any shares of Class S common stock. The table excludes distributions for any month for a class of shares of common stock when there were no shares of that class outstanding on the applicable record date.

 

 

Class T Shares

 

 

Class D Shares

 

 

Class I Shares

 

Aggregate gross distributions declared per share

 

$

0.6252

 

 

$

0.6252

 

 

$

0.6252

 

Distribution fee per share

 

0.1011

 

 

 

0.0300

 

 

N/A

 

Net distributions declared per share

 

$

0.5241

 

 

$

0.5952

 

 

$

0.6252