v3.26.1
DST Program
6 Months Ended
Jun. 30, 2026
Statutory Trust Program [Abstract]  
DST PROGRAM DST PROGRAM
In September 2022, the Company, through the Operating Partnership, launched the DST Program to raise capital through private placement offerings by selling beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties. Under the DST Program, each private placement could offer interests in one or more real properties placed into one or more Delaware statutory trust(s) by the Operating Partnership or its affiliates (each, a “DST Property” and collectively, the “DST Properties”). DST Properties may be sourced from properties currently owned by the Operating Partnership or newly acquired properties. The underlying interests of real properties sold to investors pursuant to such private placements are or will be leased-back by an indirect wholly owned subsidiary of the Operating Partnership on a long-term basis of up to twenty years pursuant to a master lease agreement. These master lease agreements are fully guaranteed by the Operating Partnership. As compensation for the master lease guarantee, the Operating Partnership will retain a fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DST from the investors during a 12-month period commencing two years after the closing of the applicable DST offering, in exchange for units of interest in the Operating Partnership (“OP Units”). As the Company retains the fair market value purchase option, which, if exercised, would allow the Company to acquire the real property owned by the DST, the proceeds from each private placement offering under the DST Program are accounted for as a financing obligation on the condensed consolidated balance sheets. On April 1, 2026, 21.1 million OP Units were issued in exchange for DST interests for a net investment of $207.1 million, in connection with the exercise by the Operating Partnership of its fair market value purchase option to acquire the beneficial interests in 200 Park Place and EMME, two of the properties that had been held through the DST Program. See Note 7 - Noncontrolling Interests for additional information.

Under the master lease, a wholly owned indirect subsidiary of the Operating Partnership is responsible for subleasing the property to occupying customers and all underlying costs associated with operating the property, and is responsible for paying rent to the DST that owns such property. For financial reporting purposes (and not for income tax purposes) the sale of beneficial interests in the DST Properties is being accounted for as a failed sales-leaseback transaction and as a result, the DST Properties are included in the Company’s consolidated financial statements, with the master lease rent payments accounted for using the interest method whereby a portion is accounted for as interest expense and a portion is accounted for as a reduction of the outstanding principal balance of the financing obligation. Upon the determination that it is probable that the Company will exercise the fair market value purchase option, the Company will recognize a gain or loss for the difference between the fair value of the property and the balance of the financing obligation. Following that date and until the date at which the Company exercises the fair market value purchase option, the Company will remeasure the financing obligation to fair value at each balance sheet date and record any requisite gains or losses.
For financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line items on the Company’s condensed consolidated statements of operations and comprehensive income (loss). The net amount the Company receives from the underlying DST Properties may be more or less than the amount the Company pays to the investors in the specific DST and could fluctuate over time. The master lease agreements are triple-net leases, pursuant to which the Master Tenant will pay the stated rent and will be responsible for paying leasing costs, operating expenses, real estate taxes, special assessments, sales and use taxes, utilities, insurance and repairs for maintenance related to the DST Property.
As of June 30, 2026, the Company held ten properties through the DST Program. The Company raised net offering proceeds of $1.7 billion from inception of the program in September 2022 through June 30, 2026.