STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Public Offering The Company raises capital for its investments primarily through public offerings of its common stock. In connection with the launch of the Company’s second public offering, on November 30, 2017, the Company (i) redesignated its issued and outstanding Class A shares of common stock, Class T shares of common stock, Class I shares of common stock and Class J shares of common stock as “Class AX shares,” “Class TX shares,” “Class IX shares” and “Class JX shares,” (collectively, the “IPO Shares”) respectively, and (ii) reclassified the authorized but unissued portion of its common stock into four additional classes of shares of common stock: “Class T shares,” “Class S shares,” “Class D shares,” and “Class I shares.” The Company is offering its shares of common stock in the Third Offering in any combination of Class T shares, Class S shares, Class D shares and Class I shares. All shares of the Company’s common stock have the same voting rights and rights upon liquidation, although distributions received by the Company’s stockholders are expected to differ due to the distribution and stockholder servicing fees payable with respect to the applicable share classes, which reduce distributions. The Company complies with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity” which requires, among other things, that financial instruments that represent a mandatory obligation of the Company to repurchase shares be classified as liabilities and reported at settlement value. When shares are tendered for redemption and approved by the board of directors, the Company will reclassify such obligations from equity to an accrued liability based upon their respective settlement values and redeem those shares in the subsequent month pursuant to the Company’s current share redemption program. The Company’s board of directors may amend or suspend the share redemption program at any time without stockholder approval. Additionally, the board of directors has complete discretion to determine whether the Company has sufficient funds to satisfy redemption requests. Common Stock As of June 30, 2023 and December 31, 2022, the Company had the following classes of shares of common stock authorized, issued and outstanding (in thousands): June 30, 2023 December 31, 2022 Shares Authorized Shares Issued and Outstanding Shares Authorized Shares Issued and Outstanding Class AX common stock, $0.001 par value per share 40,000 35,248 40,000 36,221 Class TX common stock, $0.001 par value per share 40,000 — (1) 40,000 142 Class IX common stock, $0.001 par value per share 10,000 13 10,000 22 Class JX common stock, $0.001 par value per share 10,000 65 10,000 64 Class T common stock, $0.001 par value per share 350,000 66,643 350,000 65,845 Class S common stock, $0.001 par value per share 350,000 27,949 350,000 24,806 Class D common stock, $0.001 par value per share 350,000 34,460 350,000 32,553 Class I common stock, $0.001 par value per share 350,000 96,738 350,000 90,924 (1) All remaining Class TX shares previously issued and outstanding have been converted to Class AX shares in accordance with the Company’s charter. The tables below provide information regarding the issuances and redemptions of each class of the Company’s common stock during the six months ended June 30, 2023 and 2022 (in thousands). There were no Class JX shares issued, redeemed or outstanding during the six months ended June 30, 2022. Class AX Class TX Class IX Class JX Class T Class S Class D Class I Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2023 36,221 $ 34 142 $ 4 22 $ — 64 $ — 65,845 $ 65 24,806 $ 25 32,553 $ 32 90,924 $ 90 250,577 $ 250 Issuance of common shares 244 — — — — — 1 — 2,211 2 2,017 2 1,458 1 5,431 5 11,362 10 Conversion of common shares (1) 117 — (117) — — — — — (439) — — — — — 439 — — — Redemption of common shares (839) (1) — — — — — — (799) (1) (253) — (419) — (1,704) (2) (4,014) (4) Balance as of March 31, 2023 35,743 $ 33 25 $ 4 22 $ — 65 $ — 66,818 $ 66 26,570 $ 27 33,592 $ 33 95,090 $ 93 257,925 $ 256 Issuance of common shares 248 — — — — — 1 — 2,081 2 1,594 2 1,312 1 4,600 1 9,836 6 Conversion of common shares (1) 25 4 (25) (4) (9) — 9 — (860) (1) — — — — 860 1 — — Redemption of common shares (768) (1) — — — — (10) — (1,396) (1) (215) — (444) — (3,812) — (6,645) (2) Balance as of June 30, 2023 35,248 $ 36 — $ — 13 $ — 65 $ — 66,643 $ 66 27,949 $ 29 34,460 $ 34 96,738 $ 95 261,116 $ 260 (1) The Company will cease paying distribution and stockholder servicing fees with respect to certain share classes when the total of such fees reach certain thresholds. Once these respective thresholds are reached, Class TX shares are converted into Class AX shares, Class IX shares are converted into Class JX shares and Class T, S and D shares are converted into Class I shares. Class AX Class TX Class IX Class T Class S Class D Class I Total Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2022 29,377 $ 28 7,606 $ 11 87 $ — 53,176 $ 53 3,299 $ 3 19,000 $ 18 42,261 $ 41 154,806 $ 154 Issuance of common shares 221 — 33 — 1 — 3,205 3 6,158 6 3,207 3 13,334 13 26,159 25 Conversion of common shares (1) 3,099 3 (3,099) (3) — — (67) — — — — — 67 — — — Redemption of common shares (390) — (58) — — — (251) — — — (39) — (148) — (886) — Balance as of March 31, 2022 32,307 $ 31 4,482 $ 8 88 $ — 56,063 $ 56 9,457 $ 9 22,168 $ 21 55,514 $ 54 180,079 $ 179 Issuance of common shares 238 — 11 — — — 3,846 4 7,038 7 4,058 4 15,974 16 31,165 31 Conversion of common shares (1) 1,878 2 (1,878) (2) — — (236) — — — — — 236 — — — Redemption of common shares (353) (1) (2) — (1) — (308) (1) (1) — (151) — (187) — (1,003) (2) Balance as of June 30, 2022 34,070 $ 32 2,613 $ 6 87 $ — 59,365 $ 59 16,494 $ 16 26,075 $ 25 71,537 $ 70 210,241 $ 208 (1) The Company will cease paying distribution and stockholder servicing fees with respect to certain share classes when the total of such fees reach certain thresholds. Once these respective thresholds are reached, Class TX shares are converted into Class AX shares, Class IX shares are converted into Class JX shares and Class T, S and D shares are converted into Class I shares. Distributions With the authorization of the Company’s board of directors, the Company declared distributions monthly from January 2022 through July 2023 at a gross distribution rate of $0.05208 per month for each share class (represents an annualized rate of $0.625 per share per year if this rate is declared for an entire year), less any applicable distribution and stockholder servicing fees. Distributions will be made on all classes of the Company’s common stock at the same time. All distributions were paid in cash or reinvested in shares of the Company’s common stock for those participating in the Company’s distribution reinvestment plan and have been paid or issued, respectively, on the first business day following the completion of the month to which they relate. Distributions reinvested pursuant to the Company’s distribution reinvestment plan were reinvested in shares of the same class as the shares on which the distributions were made. Some or all of the cash distributions may be paid from sources other than cash flows from operations. The following table outlines the Company’s total distributions declared to stockholders for each of the quarters ended during 2023 and 2022, including the breakout between the distributions declared in cash and those reinvested pursuant to the Company’s distribution reinvestment plan (in thousands). Stockholders Distributions for the Three Months Ended Cash Distributions Distributions Reinvested Total Declared 2023 June 30, 2023 $ 18,131 $ 19,929 $ 38,060 March 31, 2023 17,752 19,615 37,366 Total $ 35,883 $ 39,544 $ 75,426 2022 December 31, 2022 $ 16,988 $ 18,878 $ 35,865 September 30, 2022 15,829 17,270 33,100 June 30, 2022 14,087 15,096 29,183 March 31, 2022 11,891 12,862 24,753 Total $ 58,795 $ 64,106 $ 122,901 The table below outlines the net distributions declared for each class of shares for the three and six months ended June 30, 2023 and 2022, respectively. The net distributions presented below are representative of the gross distribution rate declared by the Company’s board of directors, less any applicable ongoing distribution and stockholder servicing fees (rounded to the nearest cent). Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Distributions declared per Class AX share, net $ 0.16 $ 0.16 $ 0.31 $ 0.31 Distributions declared per Class TX share, net $ 0.13 $ 0.13 $ 0.26 $ 0.26 Distributions declared per Class IX share, net $ 0.15 $ 0.15 $ 0.30 $ 0.30 Distributions declared per Class JX share, net $ 0.16 $ — $ 0.31 $ — Distributions declared per Class T share, net $ 0.13 $ 0.13 $ 0.26 $ 0.26 Distributions declared per Class S share, net $ 0.13 $ 0.13 $ 0.27 $ 0.27 Distributions declared per Class D share, net $ 0.15 $ 0.15 $ 0.30 $ 0.30 Distributions declared per Class I share, net $ 0.16 $ 0.16 $ 0.31 $ 0.31 |