v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

Management Fee

The Company pays the Investment Manager a management fee equal to 1% of the NAV per year, payable quarterly in arrears. This fee is offset by any non-permitted affiliate fees incurred.

The management fee may be paid, at the Investment Manager’s election, in either (i) cash or (ii) shares with an aggregate value equivalent to the cash fee otherwise payable. To the extent the Investment Manager elects cash, the Company may fund the payment from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales of Shares or Operating Partnership units).

For the three and six months ended June 30, 2026, the Investment Manager elected to receive the management fee in shares which amounted to approximately $1.0 million and $2.0 million, respectively. For the three and six months ended June 30, 2025, the Investment Manager elected to receive the management fee in shares which amounted to approximately $0.7 million and $1.3 million, respectively. Shares are settled at the prevailing NAV of the subscription period. These shares are recorded as redeemable common shares on the Company’s Consolidated Balance Sheets.

The following table summarizes changes in redeemable common shares for the six months ended June 30, 2026 and year ended December 31, 2025:

 

 

Shares Outstanding

 

 

Redeemable Common Shares

 

Balance as of December 31, 2024

 

 

214,513

 

 

$

2,405,418

 

Issuance of redeemable common shares

 

 

233,000

 

 

 

2,653,447

 

Adjustment to carrying value of common shares

 

 

 

 

 

68,240

 

Balance as of December 31, 2025

 

 

447,513

 

 

$

5,127,105

 

Issuance of redeemable common shares

 

 

159,950

 

 

 

1,844,541

 

Adjustment to carrying value of common shares

 

 

 

 

 

44,128

 

Balance as of June 30, 2026

 

 

607,463

 

 

$

7,015,774

 

Performance Participation Allocation and Incentive Fee

Through December 31, 2024, the Special Limited Partner (“SLP”), Fidelity CRET LP, an affiliated entity of the Investment Manager and the Trustee, held a performance participation interest in the Operating Partnership that entitled the SLP to receive an allocation from the Operating Partnership equal to 12.5% of the total return (sum of all distributions plus change in aggregate NAV for the period). Per the terms of the agreement, the SLP was entitled to start receiving this allocation once the shareholders had received a 5% return, including recovering any loss carryforward. The allocation continued until the total allocation between the SLP and the shareholders was 12.5% and 87.5%, respectively. Such allocation was made and paid annually and accrued monthly. The performance participation allocation could be paid, at the SLP’s election, in either (i) cash or (ii) Operating Partnership units with an aggregate value equivalent to the cash fee otherwise payable. For the year ended December 31, 2024, the SLP elected to receive $10,000 of the performance participation allocation in Operating Partnership units and the remainder of their allocation in cash.

Effective January 1, 2025, the Company amended the performance participation allocation described above to change the nature of the performance participation from an allocation to an incentive fee. With this amendment, the incentive fee is payable to the Investment Manager and is no longer an allocation to the SLP. The incentive fee is calculated in a consistent manner as the previous performance participation allocation as disclosed above. Such fee accrues monthly and is paid annually. The fee can be paid, at the Investment Manager’s election, in either (i) cash or (ii) Operating Partnership units with an aggregate value equivalent to the cash fee otherwise payable. To the extent the Investment Manager elects cash, the Company may fund the payment from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds (including from sales of Shares or Operating Partnership units).

For the three and six months ended June 30, 2026, incentive fees were approximately $1.0 million and $1.8 million, respectively, which are included in Incentive Fee on the Company’s Consolidated Statements of Operations. For the three and six months ended June 30, 2025, incentive fees were approximately $0.9 million and $1.4 million, respectively, which are included in Incentive Fee on the Company’s Consolidated Statements of Operations.

Expense Limitation

The Investment Manager and the Trustee agreed to waive reimbursement from the Company, or to reimburse the Company for, any operating expenses to the extent necessary to ensure that the cumulative Company operating expenses do not, as of the last day of any calendar year, exceed an amount equal to 0.40% of the average monthly NAV (as calculated as of the last calendar day of each month) for the calendar year.

The limitation on operating expenses automatically terminated upon the earlier to occur of (i) the two-year anniversary of the date of the Initial Closing (February 1, 2023) or (ii) the date that the NAV has been at least $200 million for two consecutive complete fiscal quarters. The expense limitation was terminated on February 1, 2025. For the six months ended June 30, 2025, no expense limitation was recognized prior to the termination.

Revolving Line of Credit

Through March 18, 2026, the Company held a revolving line of credit agreement with FMR LLC, the parent company of the Trustee and the Investment Manager. The revolving line of credit included a $50 million commitment and the interest rate on each draw was equal to the Three-Month Treasury Bill rate plus a 1.75% margin. The maturity date of the agreement was January 27, 2026, but was subsequently extended under the existing terms until it was amended effective March 18, 2026.

Effective March 18, 2026, the Company amended its revolving line of credit agreement with FMR LLC. The revolving line of credit includes a $50 million commitment and the interest rate on each draw is equal to the three-month term SOFR plus a 1.75% margin. The Company will also pay an annual facility fee in the amount of 0.15% of the total commitment as well as an undrawn commitment fee of 0.15% of any undrawn amount, which are included in Interest Expense on the Company’s Consolidated Statements of Operations. The maturity date of the agreement is March 18, 2029. The maturity date shall be extended automatically for one three-year period unless either FMR LLC or the Company states that they do not intend to extend the agreement 30 days before the then-current maturity date.

Pricing and Bookkeeping Fees

The Company pays the Administrator an administrative fee equal to a percentage of NAV on a tiered basis:

Net Asset Value

 

Rate

Up to $200 million

 

0.08%

Greater than $200 million to $400 million

 

0.07%

Greater than $400 million

 

0.06%

The Company records these costs as a component of General and Administrative Expenses on the Company’s Consolidated Statements of Operations. For the three and six months ended June 30, 2026, the Company incurred approximately $0.1 million and $0.1 million in pricing and bookkeeping fees, respectively. For the three and six months ended June 30, 2025, the Company incurred approximately $0.05 million and $0.1 million in pricing and bookkeeping fees, respectively.

Affiliate Ownership

As of June 30, 2026 and December 31, 2025, affiliates of the Investment Manager held 3,134,878 shares (8.70% of total shares outstanding) and 1,631,356 shares (5.16% of total shares outstanding), respectively, of the Company’s common shares.