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 March 31, 2024 and December 31, 2023, the Company had the following classes of shares of common stock authorized, issued and outstanding (in thousands): March 31, 2024 December 31, 2023 Shares Authorized Shares Issued and Outstanding Shares Authorized Shares Issued and Outstanding Class AX common stock, $0.001 par value per share 40,000 33,707 40,000 34,153 Class TX common stock, $0.001 par value per share 40,000 — (1) 40,000 — Class IX common stock, $0.001 par value per share 10,000 — (1) 10,000 — Class JX common stock, $0.001 par value per share 10,000 77 10,000 76 Class T common stock, $0.001 par value per share 350,000 54,661 350,000 60,538 Class S common stock, $0.001 par value per share 350,000 29,291 350,000 28,962 Class D common stock, $0.001 par value per share 350,000 35,732 350,000 35,492 Class I common stock, $0.001 par value per share 350,000 107,600 350,000 101,785 (1) All remaining Class TX and IX shares previously issued and outstanding have been converted to Class AX and JX shares, respectively, 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 three months ended March 31, 2024 and 2023 (in thousands). 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, 2024 34,153 $ 34 — $ — — $ — 76 $ — 60,538 $ 61 28,962 $ 30 35,492 $ 34 101,785 $ 100 261,006 $ 259 Issuance of common shares 246 — — — — — 1 — 843 1 1,029 1 946 1 3,779 4 6,844 7 Conversion of common shares (1) — — — — — — — — (5,288) (5) — — — — 5,288 5 — — Redemption of common shares (692) (1) — — — — — — (1,432) (1) (700) (1) (706) (1) (3,252) (3) (6,782) (7) Balance as of March 31, 2024 33,707 $ 33 — $ — — $ — 77 $ — 54,661 $ 56 29,291 $ 30 35,732 $ 34 107,600 $ 106 261,068 $ 259 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 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 (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 2023 through April 2024 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 2024 and 2023, 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 2024 March 31, 2024 $ 17,994 $ 20,547 $ 38,541 Total $ 17,994 $ 20,547 $ 38,541 2023 December 31, 2023 $ 17,878 $ 20,458 $ 38,336 September 30, 2023 17,731 20,250 37,981 June 30, 2023 18,131 19,929 38,060 March 31, 2023 17,752 19,615 37,366 Total $ 71,492 $ 80,252 $ 151,743 The table below outlines the net distributions declared for each class of shares for the three months ended March 31, 2024 and 2023, 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 March 31, 2024 2023 Distributions declared per Class AX share, net $ 0.16 $ 0.16 Distributions declared per Class TX share, net N/A (1) $ 0.13 Distributions declared per Class IX share, net N/A (2) $ 0.15 Distributions declared per Class JX share, net $ 0.16 $ 0.16 Distributions declared per Class T share, net $ 0.13 $ 0.13 Distributions declared per Class S share, net $ 0.14 $ 0.13 Distributions declared per Class D share, net $ 0.15 $ 0.15 Distributions declared per Class I share, net $ 0.16 $ 0.16 (1) There were no Class TX shares outstanding as of June 30, 2023, as all previously issued and outstanding shares were redeemed or converted to Class AX shares prior to that date. As a result, no distributions were declared on Class TX shares after June 30, 2023. (2) There were no Class IX shares outstanding as of September 30, 2023, as all previously issued and outstanding shares were redeemed or converted to Class JX shares prior to that date. As a result, no distributions were declared on Class IX shares after September 30, 2023. |