EQUITY | 9. EQUITY Public Offering We intend to conduct a continuous public offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. On August 4, 2021, the SEC declared our registration statement on Form S-11 with respect to our third public offering of up to $5.0 billion of shares of our common stock effective, and the third public offering commenced the same day. Our second public offering of up to $2.0 billion of shares of our common stock was terminated immediately upon the effectiveness of the registration statement for the third public offering. Under the third public offering, we are offering up to $3.75 billion of shares of our common stock in the primary offering and up to $1.25 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class D shares (formerly designated as Class W shares) and Class I shares. We may reallocate amounts between the primary offering and distribution reinvestment plan. Pursuant to our public offerings, we offered and continue to offer 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 distribution reinvestment plan 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, 2022, we raised gross proceeds of approximately $880.3 million from the sale of approximately 61.6 million shares of our common stock in our ongoing public offering, including proceeds from our distribution reinvestment plan of approximately $56.0 million. Common Stock The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below: Class T Class D Class I Total (in thousands) Shares Shares Shares Shares FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 Balance as of June 30, 2021 164,487 10,504 20,248 195,239 Issuance of common stock: Primary shares 28,833 1,338 10,988 41,159 DRIP 1,150 75 132 1,357 Stock grants — — 29 29 Redemptions (520) (45) (1) (566) Forfeitures — — (1) (1) Balance as of September 30, 2021 193,950 11,872 31,395 237,217 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 Balance as of June 30, 2022 223,734 17,582 53,716 295,032 Issuance of common stock: Primary shares 13,850 2,257 4,027 20,134 DRIP 937 91 254 1,282 Stock grants, net of cancellations — — 21 21 Redemptions (3,280) (212) (831) (4,323) Conversions (4,409) — 4,409 — Forfeitures — — (1) (1) Balance as of September 30, 2022 230,832 19,718 61,595 312,145 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 Balance as of December 31, 2020 130,565 7,866 3,040 141,471 Issuance of common stock: Primary shares 61,769 3,900 27,951 93,620 DRIP 3,037 205 213 3,455 Stock grants — — 233 233 Redemptions (1,421) (99) (18) (1,538) Forfeitures — — (24) (24) Balance as of September 30, 2021 193,950 11,872 31,395 237,217 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 Balance as of December 31, 2021 206,129 13,649 37,391 257,169 Issuance of common stock: Primary shares 34,141 6,213 16,986 57,340 DRIP 3,054 259 695 4,008 Stock grants, net of cancellations — — 193 193 Redemptions (4,762) (403) (1,377) (6,542) Conversions (7,730) — 7,730 — Forfeitures — — (23) (23) Balance as of September 30, 2022 230,832 19,718 61,595 312,145 Distributions The following table summarizes our distribution activity (including distributions to noncontrolling interests and distributions reinvested in shares of our common stock) for each of the quarters ended below: Amount Common Stock Declared per Distributions Other Cash Reinvested Distribution Gross (in thousands, except per share data) Common Share (1) Paid in Cash Distributions (2) in Shares Fees (3) Distributions (4) 2022 September 30 $ 0.13625 $ 14,599 $ 618 $ 19,936 $ 7,359 $ 42,512 June 30 0.13625 13,674 618 18,953 6,852 40,097 March 31 0.13625 13,043 639 18,158 5,656 37,496 Total $ 0.40875 $ 41,316 $ 1,875 $ 57,047 $ 19,867 $ 120,105 2021 December 31 $ 0.13625 $ 12,429 $ 179 $ 16,900 $ 5,146 $ 34,654 September 30 0.13625 11,020 178 15,219 4,263 30,680 June 30 0.13625 8,552 179 12,295 3,373 24,399 March 31 0.13625 6,721 179 10,310 3,240 20,450 Total $ 0.54500 $ 38,722 $ 715 $ 54,724 $ 16,022 $ 110,183 (1) Amounts reflect the quarterly distribution rate authorized by our board of directors per Class T share, per Class D share, and per Class I 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 shares and Class D shares of common stock are reduced by the respective distribution fees that are payable with respect to such Class T shares and Class D shares. (2) Consists of distributions paid to holders of OP Units for redeemable noncontrolling interests. (3) Distribution fees are paid monthly to the Ares Wealth Management Solutions, LLC (the “Dealer Manager”) with respect to Class T shares and Class D shares issued in the primary portion of our public offerings only. 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 shares and Class D shares issued in the primary portion of our public offerings. Redemptions Below is a summary of redemptions and repurchases pursuant to our share redemption program for the nine months ended September 30, 2022 and 2021. Our board of directors may 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 per share data) 2022 2021 Number of eligible shares redeemed 6,542 1,538 Aggregate dollar amount of shares redeemed $ 97,209 $ 15,836 Average redemption price per share $ 14.86 $ 10.30 |