v3.26.1
Equity and Non-Controlling Interests
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity and Non-Controlling Interests

6. Equity and Non-Controlling Interests

Authorized Capital

As of June 30, 2026, the Company had the authority to issue an unlimited number of preferred shares and 13 classes of common shares including Class B, Class R, Class J-1, Class J-2, Class J-3, Class J-4, Class J-5, Class S, Class D, Class I, Class E, Class F-I and Class F-S. Class E shares are classified as redeemable common shares on the Company’s Condensed Consolidated Balance Sheets. Each class of common shares and preferred shares has a par value of $0.01. The Company’s board of trustees has the ability to establish the preferences and rights of each class or series of preferred shares, without shareholder approval, and as such, it may afford the holders of any series or class of preferred shares preferences, powers and rights senior to the rights of holders of common shares. The differences among the common share classes relate to ongoing servicing fees, management fees, performance participation allocation and share repurchase rights. Other than differences in fees and repurchase rights, each class of common shares has the same economic and voting rights.

Common Shares

For the three months ended June 30, 2026 and 2025, the below tables detail the movement in the Company’s outstanding common shares (in thousands):

 

Three Months Ended June 30, 2026

 

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class J-4

 

 

Class S

 

 

Class I

 

 

Class E

 

 

Class F-I

 

 

Class F-S

 

 

Total

 

March 31, 2026

 

 

26,245

 

 

 

4,347

 

 

 

16,139

 

 

 

3,420

 

 

 

5,942

 

 

 

1,527

 

 

 

7,187

 

 

 

1,287

 

 

 

 

 

 

 

 

 

66,094

 

Common shares issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,143

 

 

 

161

 

 

 

1,427

 

 

 

5

 

 

 

39

 

 

 

131

 

 

 

2,906

 

Distribution reinvestment

 

 

154

 

 

 

23

 

 

 

172

 

 

 

50

 

 

 

50

 

 

 

17

 

 

 

52

 

 

 

5

 

 

 

 

 

 

 

 

 

523

 

Class transfers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Common shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(47

)

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(50

)

June 30, 2026

 

 

26,399

 

 

 

4,370

 

 

 

16,311

 

 

 

3,470

 

 

 

7,088

 

 

 

1,702

 

 

 

8,669

 

 

 

1,294

 

 

 

39

 

 

 

131

 

 

 

69,473

 

 

 

Three Months Ended June 30, 2025

 

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class J-4

 

 

Class S

 

 

Class I

 

 

Class E

 

 

Class F-I

 

 

Class F-S

 

 

Total

 

March 31, 2025

 

 

17,659

 

 

 

3,571

 

 

 

8,365

 

 

 

2,251

 

 

 

 

 

 

 

 

 

184

 

 

 

1,274

 

 

 

 

 

 

 

 

 

33,304

 

Common shares issued

 

 

4,430

 

 

 

851

 

 

 

7,063

 

 

 

998

 

 

 

2,271

 

 

 

297

 

 

 

1,113

 

 

 

10

 

 

 

 

 

 

 

 

 

17,033

 

Distribution reinvestment

 

 

122

 

 

 

18

 

 

 

125

 

 

 

35

 

 

 

5

 

 

 

 

 

 

2

 

 

 

3

 

 

 

 

 

 

 

 

 

310

 

Class transfers

 

 

8

 

 

 

(8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

(5

)

 

 

 

 

 

 

 

 

(9

)

June 30, 2025

 

 

22,219

 

 

 

4,432

 

 

 

15,553

 

 

 

3,284

 

 

 

2,276

 

 

 

297

 

 

 

1,295

 

 

 

1,282

 

 

 

 

 

 

 

 

 

50,638

 

For the six months ended June 30, 2026 and 2025, the below tables detail the movement in the Company’s outstanding common shares (in thousands):

 

 

Six Months Ended June 30, 2026

 

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class J-4

 

 

Class S

 

 

Class I

 

 

Class E

 

 

Class F-I

 

 

Class F-S

 

 

Total

 

December 31, 2025

 

 

25,338

 

 

 

4,474

 

 

 

15,867

 

 

 

3,372

 

 

 

5,116

 

 

 

1,107

 

 

 

5,359

 

 

 

1,268

 

 

 

 

 

 

 

 

 

61,901

 

Common shares issued

 

 

708

 

 

 

 

 

 

 

 

 

 

 

 

2,024

 

 

 

576

 

 

 

3,214

 

 

 

20

 

 

 

39

 

 

 

131

 

 

 

6,712

 

Distribution reinvestment

 

 

303

 

 

 

46

 

 

 

344

 

 

 

98

 

 

 

94

 

 

 

30

 

 

 

93

 

 

 

9

 

 

 

 

 

 

 

 

 

1,017

 

Class transfers

 

 

50

 

 

 

(150

)

 

 

100

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Common shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(146

)

 

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(157

)

June 30, 2026

 

 

26,399

 

 

 

4,370

 

 

 

16,311

 

 

 

3,470

 

 

 

7,088

 

 

 

1,702

 

 

 

8,669

 

 

 

1,294

 

 

 

39

 

 

 

131

 

 

 

69,473

 

 

 

Six Months Ended June 30, 2025

 

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class J-4

 

 

Class S

 

 

Class I

 

 

Class E

 

 

Class F-I

 

 

Class F-S

 

 

Total

 

December 31, 2024

 

 

9,401

 

 

 

976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18

 

 

 

1,133

 

 

 

 

 

 

 

 

 

11,528

 

Common shares issued

 

 

12,598

 

 

 

3,445

 

 

 

15,413

 

 

 

3,241

 

 

 

2,271

 

 

 

297

 

 

 

1,279

 

 

 

148

 

 

 

 

 

 

 

 

 

38,692

 

Distribution reinvestment

 

 

205

 

 

 

26

 

 

 

140

 

 

 

43

 

 

 

5

 

 

 

 

 

 

2

 

 

 

6

 

 

 

 

 

 

 

 

 

427

 

Class transfers

 

 

15

 

 

 

(15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

(5

)

 

 

 

 

 

 

 

 

(9

)

June 30, 2025

 

 

22,219

 

 

 

4,432

 

 

 

15,553

 

 

 

3,284

 

 

 

2,276

 

 

 

297

 

 

 

1,295

 

 

 

1,282

 

 

 

 

 

 

 

 

 

50,638

 

 

Redeemable Common Shares

 

Affiliates of the Adviser hold Class E shares of the Company. See Note 9 - Related Party Transactions for further details on related party share ownership. The ability of the Class E holders to redeem the Class E shares for cash is outside of the Company’s control. Therefore, the Company has classified these Class E shares that are held by affiliates of the Adviser as redeemable common shares outside of equity on the Company’s Condensed Consolidated Balance Sheets. The Company received proceeds from the issuance of redeemable common shares of $0.2 million and $0.3 million for the three and six months ended June 30, 2026, respectively. The Company received proceeds from the issuance of redeemable common shares of $0.3 million and $2.9 million for the three and six months ended June 30, 2025, respectively.

 

As of June 30, 2026 and December 31, 2025, the Company had 1,294,208 and 1,267,756 redeemable common shares issued and outstanding, respectively.

 

The redeemable common shares are recorded at the greater of (i) their carrying amount, or (ii) their redemption value, which is equivalent to the fair value of the shares at the end of each measurement period. Accordingly, the Company did not record an allocation adjustment for the three and six months ended June 30, 2026. An allocation adjustment of $20,243 and $83,528 were recorded for the three and six months ended June 30, 2025, respectively.

 

Share Repurchases

The Company has adopted a share repurchase plan whereby, subject to certain limitations, shareholders may request, on a quarterly basis, that the Company repurchase all or any portion of their shares. The aggregate NAV of total repurchases of the Company’s common shares under the Company’s share repurchase plan is limited to no more than 5% of the Company’s aggregate NAV per quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding three months). Shares issued to the Adviser and its affiliates as payment for management fees, performance fees or as reimbursements of expenses are subject to the repurchase plan but exempt from the redemption limitations.

Other than as described for redeemable common shares, the Company is not obligated to repurchase any shares, including shares held by the Adviser acquired as payment of the Adviser’s management fee or performance fee, and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all, in its discretion at any time. Further, the Company’s board of trustees may make exceptions to, modify or suspend the Company’s share repurchase plan (including to make exceptions to the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in the Company’s best interest. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the quarter will be repurchased on a pro rata basis.

The Company repurchased 49,518 and 157,600 common shares for $1.0 million and $3.1 million for the three and six months ended June 30, 2026, respectively. $1.0 million was payable to investors as of June 30, 2026. The Company had no unfulfilled repurchase requests during the three and six months ended June 30, 2026.

The Company repurchased 9,080 common shares for $0.2 million for the three and six months ended June 30, 2025.

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income in accordance with GAAP, to its shareholders each year to comply with the REIT provisions of the Code. Each class of common shares receive the same gross distribution per share during the period.

For the three months ended June 30, 2026 and 2025, the aggregate net distributions declared for each applicable class of common shares are below:

 

 

 

 

Three Months Ended June 30, 2026

 

 

 

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class J-4

 

 

Class S

 

 

Class I

 

 

Class E

 

 

Class F-I(1)

 

 

Class F-S(1)

 

Aggregate net distributions declared per share of common shares

 

$

0.4128

 

 

$

0.3709

 

 

$

0.3883

 

 

$

0.4007

 

 

$

0.3392

 

 

$

0.3250

 

 

$

0.3671

 

 

$

0.4628

 

 

$

0.2749

 

 

$

0.2465

 

 

 

 

 

Three Months Ended June 30, 2025

 

 

 

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class J-4

 

 

Class S(2)

 

 

Class I

 

 

Class E

 

 

Class F-I

 

 

Class F-S

 

Aggregate net distributions declared per share of common shares

 

$

0.3694

 

 

$

0.3272

 

 

$

0.3447

 

 

$

0.3573

 

 

$

0.3310

 

 

$

0.2144

 

 

$

0.3558

 

 

$

0.4196

 

 

$

 

 

$

 

 

 

(1)
Shares were outstanding for a portion of the three months ended June 30, 2026.
(2)
Shares were outstanding for a portion of the three months ended June 30, 2025.

For the six months ended June 30, 2026 and 2025, the aggregate net distributions declared for each applicable class of common shares are below:

 

 

 

 

Six Months Ended June 30, 2026

 

 

 

 

Class B

 

 

Class R

 

 

Class J-1

 

 

Class J-2

 

 

Class J-4

 

 

Class S

 

 

Class I

 

 

Class E

 

 

Class F-I(1)

 

 

Class F-S(1)

 

Aggregate net distributions declared per share of common shares

 

$

0.8264

 

 

$

0.7425

 

 

$

0.7773

 

 

$

0.8023

 

 

$

0.6751

 

 

$

0.6457

 

 

$

0.7327

 

 

$

0.9265

 

 

$

0.2749

 

 

$

0.2465

 

 

 

 

 

 

Six Months Ended June 30, 2025

 

 

 

 

Class B

 

 

Class R

 

 

Class J-1(2)

 

 

Class J-2(2)

 

 

Class J-4(2)

 

 

Class S(2)

 

 

Class I

 

 

Class E

 

 

Class F-I

 

 

Class F-S

 

Aggregate net distributions declared per share of common shares

 

$

0.7726

 

 

$

0.6879

 

 

$

0.5974

 

 

$

0.6183

 

 

$

0.3310

 

 

$

0.2144

 

 

$

0.6959

 

 

$

0.8228

 

 

$

 

 

$

 

 

 

(1)
Shares were outstanding for a portion of the six months ended June 30, 2026.
(2)
Shares were outstanding for a portion of the six months ended June 30, 2025.

Non-controlling Interests

As of June 30, 2026, the Company had one entity with non-controlling interests which the Company consolidates. As of June 30, 2026, equity of the joint venture was $178.2 million, of which the Company owned $151.8 million and the remaining $26.4 million was allocated to non-controlling interests.

As of December 31, 2025, total equity of the joint ventures was $158.4 million, of which the Company owned $134.5 million and the remaining $23.9 million was allocated to non-controlling interests.

Share Based Compensation

The Company accrued $0.2 million and $0.3 million of non-cash compensation expense as of June 30, 2026 and December 31, 2025, respectively.