Equity | Equity Classes Class T shares, Class S shares, Class D shares, Class I shares, Class A shares, Class AA shares, Class AAA and Class E shares vote together as a single class, and each share is entitled to one vote on each matter submitted to a vote at a meeting of the Company's stockholders; provided that with respect to any matter that would only have a material adverse effect on the rights of a particular class of common stock, only the holders of such affected class are entitled to vote . The following table sets forth the classes of outstanding common stock as of September 30, 2022 and December 31, 2021. As of September 30, 2022 December 31, 2021 Class A 24,481,843 24,509,573 Class AA 47,522,112 47,592,118 Class AAA 926,936 926,936 Class D 42,013 42,013 Class E 248,621,352 249,088,676 Class I 1,911,731 1,911,731 Class S 1,800 1,800 Class T 559,115 565,265 Common Equity As of September 30, 2022, the Company had received aggregate gross offering proceeds of approximately $2.8 billion from the sale of shares in the private offering, the public offerings, the DRP offerings and mergers (includes EA-1 offerings and EA-1 merger with Signature Office REIT, Inc., the EA Mergers and the CCIT II Merger), as discussed in Note 1, Organization . As part of the $2.8 billion from the sale of shares, the Company issued approximately 43,772,611 shares of its common stock upon the consummation of the merger of Signature Office REIT, Inc. in June 2015 and 174,981,547 Class E shares (in exchange for all outstanding shares of EA-1's common stock at the time of the EA Mergers) in April 2019 upon the consummation of the EA Mergers and 93,457,668 Class E shares (in exchange for all the outstanding shares of CCIT II's common stock at the time of the CCIT II Merger). As of September 30, 2022, there were 324,066,902 shares outstanding, including shares issued pursuant to the DRP, less shares redeemed pursuant to the SRP and the self-tender offer, which occurred in May 2019. Distribution Reinvestment Plan (DRP) The Company has adopted the DRP, which allows stockholders to have dividends and other distributions otherwise distributable to them invested in additional shares of common stock. No sales commissions or dealer manager fees will be paid on shares sold through the DRP, but the DRP shares will be charged the applicable distribution fee payable with respect to all shares of the applicable class. The purchase price per share under the DRP is equal to the net asset value ("NAV") per share applicable to the class of shares purchased, calculated using the most recently published NAV available at the time of reinvestment. The Company may amend or terminate the DRP for any reason at any time upon 10 days' prior written notice to stockholders, which may be provided through the Company's filings with the SEC. On July 17, 2020, the Company filed a registration statement on Form S-3 for the registration of up to $100 million in shares pursuant to the Company's DRP (the “DRP Offering”). The DRP Offering may be terminated at any time upon 10 days’ prior written notice to stockholders. On October 1, 2021, the Board approved a suspension of the DRP, effective October 11, 2021. The following table summarizes the DRP offerings, by share class, as of September 30, 2022: Share Class Amount Shares Class A $ 9,687 1,052,170 Class AA 19,047 2,068,367 Class AAA 290 31,521 Class D 21 2,231 Class E 311,405 32,299,362 Class I 437 47,028 Class S — 12 Class T 177 19,090 Total $ 341,064 35,519,781 As of September 30, 2022 and September 30, 2021, the Company had issued approximately $341.1 million in shares pursuant to the DRP offerings. Share Redemption Program (SRP) The Company has adopted the SRP which enables stockholders to sell their common stock to the Company in limited circumstances. On October 1, 2021, the Company announced that it had suspended the SRP beginning with the next cycle, which commenced during fourth quarter 2021. On August 5 2022, the Company announced that it had amended and restated the SRP and that the SRP would resume August 5, 2022, with the applicable redemption date of September 30, 2022. As was the case prior to the SRP’s most recent suspension, the SRP continues to be available only for redemptions in connection with a holder’s death, disability or incompetence. The amended and restated SRP differs from the prior SRP in a number of respects, including, among other things, that the cap on quarterly redemptions is no longer tied to the NAV of shares issued under the DRP but rather is a dollar amount to be set by the Board and disclosed by the Company. Quarterly redemptions are capped at $5 million (or some other quarterly or annual amount determined by the Board and announced at least 10 business days before the applicable redemption date). In addition, during any calendar year, with respect to each share class, the Company may redeem no more than 5% of the weighted-average number of shares of such class outstanding during the prior calendar year. Under the SRP, the Company redeems shares as of the last business day of each quarter. The redemption price will is equal to the most recently published NAV per share for the applicable class prior to quarter end. Redemption requests must be received by 3:00 p.m. (Central time) one business day before on the last business day of the applicable quarter. Redemption requests exceeding the quarterly cap are filled on a pro rata basis, except that if pro rata redemption would result in a stockholder owning less than the minimum balance of $2,500 of shares of the Company's common stock, then the Company will redeem all of such stockholder’s shares. All unsatisfied redemption requests are treated as a request for redemption at the redemption date unless withdrawn by the stockholder. The following table summarizes share redemption (excluding the self-tender offer) activity during the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Shares of common stock redeemed 673,649 588,662 673,649 2,232,476 Weighted average price per share $ 7.42 $ 9.09 $ 7.42 $ 9.03 During the three months ended September 30, 2022, the Company received requests for the redemption of common stock for approximately $5.4 million, which exceeded the quarterly limitation of $5.0 million. Since July 31, 2014 and through September 30, 2022, the Company had redeemed 28,978,578 shares (excluding the self-tender offer) of common stock for approximately $270.5 million at a weighted average price per share of $9.33 pursuant to the SRP. Issuance of Restricted Stock Units to Executive Officers, Employees and Directors The restricted stock units ("RSUs") granted since 2019 were pursuant to the Company’s Employee and Director Long-Term Incentive Plan (the “Plan”). The Plan provides for the grant of awards to the Company’s directors, full-time employees and certain consultants that provide services to the Company or affiliated entities. Awards granted under the Plan may consist of stock options, restricted stock, stock appreciation rights, distribution equivalent rights and other equity-based awards. The stock-based payments are measured at fair value and recognized as compensation expense over the vesting period. At the 2020 annual meeting of stockholders, stockholders approved an amended and restated Plan (the “Amended and Restated Plan”) that reduced the maximum number of shares authorized under the Plan to 7,000,000 shares, among other changes. Awards that vest or are granted on or after March 30, 2020 (the effective date of the Amended and Restated Plan) are subject to the terms and provisions of the Amended and Restated Plan. As of September 30, 2022 , approximately 5,494,646 shares were available for future issuance under the Amended and Restated Plan. On August 5, 2022, the Company issued 1,050,741 RSUs to employees, including officers, under the Amended and Restated Plan. The fair value of grants issued was approximately $7.8 million. As of September 30, 2022, there was $14.2 million of unrecognized compensation expense remaining, which vests between half a year and four years. Total share-based compensation expense for the three months ended September 30, 2022 and 2021 was approximately $2.7 million and $1.9 million, respectively. Compensation expense for nine months ended September 30, 2022 and 2021 was approximately $6.1 million and $5.7 million, respectively. The following table summarizes the activity of unvested shares of RSU awards for the periods presented: Number of Unvested Shares of RSU Awards Weighted-Average Grant Date Fair Value per Share Balance at December 31, 2020 943,836 Granted 1,619,255 $ 8.97 Forfeited (222,367) $ 9.10 Vested (812,111) $ 9.24 Balance at December 31, 2021 1,528,613 Granted 1,050,741 $ — Forfeited (68,743) $ 9.06 Vested (1) (128,235) $ 8.97 Balance at September 30, 2022 2,382,376 |