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 August 4, 2021, the SEC declared our registration statement effective with respect to our third public offering of up to $5.0 billion of shares of our common stock in any combination of Class T-R shares, Class D-R shares, and Class I-R shares, and the third public offering commenced the same day. We closed the offering of primary shares to new investors pursuant to our third public offering on July 2, 2024. On August 22, 2024, we amended our registration statement on Form S-11 with respect to our third public offering to make it a distribution reinvestment plan (“DRIP”) 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”). 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 $118.7 million from the sale of approximately 9.2 million shares of our common stock in our securities offerings, including proceeds from our DRIP of approximately $66.6 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 200,000 101,658 1,200,000 162,838 Class D-R, $0.01 par value per share 75,000 19,049 75,000 20,410 Class I-R, $0.01 par value per share 200,000 148,478 225,000 105,358 Class S-PR, $0.01 par value per share 425,000 200 — — Class D-PR, $0.01 par value per share 175,000 — — — Class I-PR, $0.01 par value per share 425,000 208 — — The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below: Class T-R Class D-R Class I-R Class S-PR Class D-PR Class I-PR Total (in thousands) Shares Shares Shares Shares Shares Shares Shares FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 Balance as of June 30, 2023 (1) 201,793 20,968 85,044 — — — 307,805 Issuance of common stock: Primary shares 1,675 332 594 — — — 2,601 DRIP 942 116 462 — — — 1,520 Stock grants, net of cancellations — — 31 — — — 31 Redemptions (9,127) (582) (5,659) — — — (15,368) Conversions (6,749) — 6,749 — — — — Forfeitures — — (8) — — — (8) Balance as of September 30, 2023 (1) 188,534 20,834 87,213 — — — 296,581 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 Balance as of June 30, 2024 (1) 113,066 19,371 140,838 — — — 273,275 Issuance of common stock: Primary shares 347 81 302 200 — 208 1,138 DRIP 659 122 955 — — — 1,736 Stock grants, net of cancellations — — 36 — — — 36 Redemptions (2,929) (513) (3,139) — — — (6,581) Conversions (9,485) (12) 9,497 — — — — Forfeitures — — (11) — — — (11) Balance as of September 30, 2024 (2) 101,658 19,049 148,478 200 — 208 269,593 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 Balance as of December 31, 2022 (1) 227,265 20,577 66,702 — — — 314,544 Issuance of common stock: Primary shares 7,074 1,615 2,906 — — — 11,595 DRIP 2,751 321 1,168 — — — 4,240 Stock grants, net of cancellations — — 196 — — — 196 Redemptions (21,879) (1,679) (10,419) — — — (33,977) Conversions (26,677) — 26,677 — — — — Forfeitures — — (17) — — — (17) Balance as of September 30, 2023 (1) 188,534 20,834 87,213 — — — 296,581 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 Balance as of December 31, 2023 (1) 162,838 20,410 105,358 — — — 288,606 Issuance of common stock: Primary shares 1,791 509 1,281 200 — 208 3,989 DRIP 2,181 370 2,639 — — — 5,190 Stock grants, net of cancellations — — 166 — — — 166 Redemptions (13,690) (1,989) (12,655) — — — (28,334) Conversions (51,462) (251) 51,713 — — — — Forfeitures — — (24) — — — (24) Balance as of September 30, 2024 (2) 101,658 19,049 148,478 200 — 208 269,593 (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 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) 2024 September 30 $ 0.15000 $ 16,045 $ 7,565 $ 21,772 $ 2,810 $ 48,192 June 30 0.15000 16,430 6,331 22,114 3,082 47,957 March 31 0.15000 16,820 2,235 22,484 3,596 45,135 Total $ 0.45000 $ 49,295 $ 16,131 $ 66,370 $ 9,488 $ 141,284 2023 December 31 $ 0.15000 $ 16,483 $ 1,270 $ 22,196 $ 4,987 $ 44,936 September 30 0.15000 16,825 1,296 22,550 5,721 46,392 June 30 0.13625 15,490 1,177 20,357 6,344 43,368 March 31 0.13625 15,284 1,107 20,653 6,806 43,850 Total $ 0.57250 $ 64,082 $ 4,850 $ 85,756 $ 23,858 $ 178,546 (1) Amounts reflect the quarterly distribution rate authorized by our board of directors per Class T-R share, per Class D-R share, per Class I-R 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 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 such Class T-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares. (2) Consists of distribution fees paid to 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 D-R shares, Class S-PR shares and Class D-PR shares issued in the primary portion of our securities offerings only. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers. Refer to “Note 11” for further detail regarding distribution fees. (4) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T-R shares, Class D-R shares, Class S-PR shares and Class D-PR shares issued in the primary portion of our securities offerings. Redemptions Below is a summary of redemptions 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 per share data) 2024 2023 Number of shares redeemed 28,334 33,977 Aggregate dollar amount of shares redeemed $ 362,096 $ 501,248 Average redemption price per share $ 12.78 $ 14.75 |