EQUITY | 8. EQUITY Securities Offerings We may conduct securities offerings that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. On May 3, 2022, the SEC declared our registration statement on Form S-11 with respect to our fourth public offering of up to $10.0 billion of shares of its common stock effective, and the fourth public offering commenced the same day. We ceased selling shares of our common stock under our third public offering of up to $3.0 billion of shares immediately upon the effectiveness of the registration statement for the fourth public offering. Under the fourth public offering, we offered up to $8.5 billion of shares of our common stock in the primary offering and are offering up to $1.5 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T-R shares, Class S-R shares, Class D-R shares and Class I-R shares. On May 16, 2024, we announced our decision to close the fourth primary public offering effective July 2, 2024. We accepted subscriptions for primary shares in the public offering through the July 1, 2024 purchase date. On August 22, 2024, we amended our registration statement on Form S-11 with respect to our fourth public offering to make it a distribution reinvestment plan only registration statement on Form S-3 pursuant to Rule 415(a)(1)(ii) under the Securities Act of 1933, as amended (the “Securities Act”) and we expect to continue making monthly distributions and the distribution reinvestment plan (“DRIP”) offering, which investors can continue to elect to participate in. On August 2, 2024, we initiated a private offering exempt from registration under the Securities Act (the “Private Offering”), which offers Class S-PR shares, Class D-PR shares and Class I-PR shares. Pursuant to our securities offerings, we have offered shares of our common stock at the “transaction price,” plus applicable selling commissions and dealer manager fees. The “transaction price” generally is equal to the net asset value (“NAV”) per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our DRIP are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. During the nine months ended September 30, 2024, we raised gross proceeds of approximately $46.4 million from the sale of approximately 5.9 million shares of our common stock in our securities offerings, including proceeds from our DRIP of approximately $24.3 million. Common Stock The following table describes the number of shares of each class of our common stock authorized and issued and outstanding as of September 30, 2024 and December 31, 2023: September 30, 2024 December 31, 2023 (in thousands) Shares Authorized Shares Issued and Outstanding Shares Authorized Shares Issued and Outstanding Class T-R, $0.01 par value per share 100,000 27,773 500,000 28,432 Class S-R, $0.01 par value per share 100,000 44,959 500,000 48,145 Class D-R, $0.01 par value per share 100,000 6,337 500,000 6,930 Class I-R, $0.01 par value per share 600,000 59,718 500,000 65,511 Class E, $0.01 par value per share 100,000 44,331 500,000 48,210 Class S-PR, $0.01 par value per share 400,000 240 — — Class D-PR, $0.01 par value per share 400,000 — — — Class I-PR, $0.01 par value per share 700,000 20 — — The following table describes the changes in each class of common shares during the periods presented below: Class T-R Class S-R Class D-R Class I-R Class E Class S-PR Class D-PR Class I-PR Total (in thousands) Shares Shares Shares Shares Shares Shares Shares Shares Shares FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 Balance as of June 30, 2023 (1) 28,741 49,750 7,227 68,105 51,047 — — — 204,870 Issuance of common stock: Primary shares 416 457 58 448 — — — — 1,379 Distribution reinvestment plan 150 250 38 361 188 — — — 987 Share-based compensation — — — 35 — — — — 35 Redemptions of common stock (430) (1,350) (294) (2,507) (1,679) — — — (6,260) Conversions (44) 27 (15) 40 (8) — — — — Balance as of September 30, 2023 (1) 28,833 49,134 7,014 66,482 49,548 — — — 201,011 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 Balance as of June 30, 2024 (1) 28,193 46,519 6,491 62,111 45,472 — — — 188,786 Issuance of common stock: Primary shares 114 83 20 296 — 240 — 20 773 Distribution reinvestment plan 169 282 40 379 182 — — — 1,052 Share-based compensation — — — 38 — — — — 38 Redemptions of common stock (445) (1,854) (214) (3,435) (1,323) — — — (7,271) Conversions (258) (71) — 329 — — — — — Balance as of September 30, 2024 (2) 27,773 44,959 6,337 59,718 44,331 240 — 20 183,378 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 Balance as of December 31, 2022 (1) 26,884 49,237 7,871 69,142 52,974 — — — 206,108 Issuance of common stock: Primary shares 2,923 2,426 134 3,552 — — — — 9,035 Distribution reinvestment plan 423 709 115 1,031 541 — — — 2,819 Share-based compensation — — — 35 — — — — 35 Redemptions of common stock (1,234) (3,289) (723) (7,781) (3,959) — — — (16,986) Conversions (163) 51 (383) 503 (8) — — — — Balance as of September 30, 2023 (1) 28,833 49,134 7,014 66,482 49,548 — — — 201,011 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 Balance as of December 31, 2023 (1) 28,432 48,145 6,930 65,511 48,210 — — — 197,228 Issuance of common stock: Primary shares 610 578 70 1,278 — 240 — 20 2,796 Distribution reinvestment plan 494 830 122 1,128 553 — — — 3,127 Share-based compensation — — — 38 — — — — 38 Redemptions of common stock (1,417) (4,366) (770) (8,826) (4,432) — — — (19,811) Conversions (346) (228) (15) 589 — — — — — Balance as of September 30, 2024 (2) 27,773 44,959 6,337 59,718 44,331 240 — 20 183,378 (1) There is no data presented for Class S-PR shares, Class D-PR shares and Class I-PR shares as of this date because there were no shares of such share classes outstanding. (2) There is no data presented for Class D-PR shares as of this date because there were no Class D-PR shares outstanding. Distributions The following table summarizes our distribution activity (including distributions to noncontrolling interests and distributions reinvested in shares of our common stock) for the periods below: Amount Common Stock Declared per Distributions Other Cash Reinvested in Distribution Gross (in thousands, except per share data) Common Share (1) Paid in Cash Distributions (2) Shares Fees (3) Distributions (4) 2024 March 31 $ 0.10000 $ 10,013 $ 8,577 $ 8,238 $ 1,317 $ 28,145 June 30 0.10000 9,787 9,865 8,046 1,254 28,952 September 30 0.10000 9,449 13,214 7,888 1,204 31,755 Total $ 0.30000 $ 29,249 $ 31,656 $ 24,172 $ 3,775 $ 88,852 2023 March 31 $ 0.09375 $ 9,912 $ 5,271 $ 8,009 $ 1,461 $ 24,653 June 30 0.09375 9,896 5,510 7,974 1,463 24,843 September 30 0.10000 10,335 6,451 8,431 1,430 26,647 December 31 0.10000 10,127 7,739 8,317 1,387 27,570 Total $ 0.38750 $ 40,270 $ 24,971 $ 32,731 $ 5,741 $ 103,713 (1) Amount reflects the total gross quarterly distribution rate authorized by our board of directors per Class T-R share, per Class S-R share, per Class D-R share, per Class I-R share, per Class E share, per Class S-PR share, per Class D-PR share and per Class I-PR share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares of common stock are reduced by the respective distribution fees that are payable with respect to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares. (2) Consists of distribution fees paid to Ares Wealth Management Solutions, LLC (the “Dealer Manager”) with respect to OP Units and distributions paid to holders of OP Units and other noncontrolling interest holders. (3) Distribution fees are paid monthly to the Dealer Manager, with respect to Class T-R shares, Class S-R shares and Class D-R shares, Class S-PR shares and Class D-PR shares. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers. (4) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T-R shares, Class S-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares. Redemptions and Repurchases Below is a summary of redemptions and repurchases pursuant to our share redemption program for the nine months ended September 30, 2024 and 2023. All eligible redemption requests were fulfilled for the periods presented. Eligible redemption requests are requests submitted in good order by the request submission deadline set forth in the share redemption program. Our board of directors may make exceptions to, modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders. For the Nine Months Ended September 30, (in thousands, except for per share data) 2024 2023 Number of shares redeemed or repurchased 19,811 16,986 Aggregate dollar amount of shares redeemed or repurchased $ 153,228 $ 145,934 Average redemption or repurchase price per share $ 7.74 $ 8.59 |