Stockholders' Equity | Note 6 – Stockholders’ Equity Preferred Stock Offering On September 22, 2021, the Company issued and sold 3,500,000 shares of the Series A Preferred Stock at a public offering price of $ 25.00 per share. In addition, on October 15, 2021, Raymond James & Associates, Inc., as representative of the underwriters, partially exercised their over-allotment option and purchased an additional 100,000 shares of Series A Preferred Stock. The Series A Preferred Stock were issued and sold pursuant to a registration statement on Form S-11 (File No. 333-258802) filed with the SEC. The Company received net proceeds of $ 86,310 , after underwriter’s discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for an equivalent number of Series A units in the Operating Partnership. Dividends on the Series A Preferred Stock are cumulative and payable quarterly in arrears at a rate per annum equal to 6.75 % per annum of the $ 25.00 liquidation preference (the “Initial Rate”). Subject to certain exceptions, upon a Change of Control that occurs on or prior to September 22, 2022 or upon a Downgrade Event (as such terms are defined in the Articles Supplementary designating the Series A Preferred Stock (the “Articles Supplementary”)) or where any shares of the Series A Preferred Stock remain outstanding after September 22, 2026, the Series A Preferred Stock will thereafter accrue cumulative cash dividends at a rate higher than the Initial Rate. Subject to certain exceptions, beginning on September 22, 2022, upon the occurrence of a Change of Control, each holder of shares of Series A Preferred Stock will have the right to convert some or all of the Series A Preferred Stock held by such holder into a number of the Company’s shares of Class I common stock as provided for in the Articles Supplementary. The Company may not redeem the Series A Preferred Stock prior to September 22, 2026 , except in limited circumstances relating to maintaining the Company’s qualification as a REIT and in connection with a Change of Control. On and after September 22, 2026, the Company may, at its option, redeem the Series A Preferred Stock, in whole or from time-to-time in part, at a price of $ 25.00 per share of Series A Preferred Stock plus an amount equal to accrued and unpaid dividends (whether or not declared), if any. The Series A Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed by the Company or converted by the holder pursuant to its terms (as set forth in the Articles Supplementary). The Series A Preferred Stock is listed on the New York Stock Exchange under the symbol ICR PR A. Series A Preferred Stock Repurchase Program On August 11, 2022, the Board authorized and approved a share repurchase program (the “Series A Preferred Repurchase Program”) pursuant to which the Company was permitted to repurchase up to the lesser of 1,000,000 shares or $ 15,000 of the outstanding shares of the Company’s Series A Preferred Stock through December 31, 2022. On November 10, 2022, the Board approved to extend the Series A Preferred Repurchase Program through December 31, 2023. Under the Series A Preferred Repurchase Program, repurchases of shares of the Company’s Series A Preferred Stock were to be made at management’s discretion from time to time through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws. During the three and nine months ended September 30, 2023 , the Company repurchased and retired zero shares and 4,143 shares, respectively, of Series A Preferred Stock resulting in a gain of zero and $ 21 , respectively, from these repurchases. During the three and nine months ended September 30, 2022 , the Company repurchased and retired 4,630 shares of Series A Preferred Stock resulting in a gain of $ 24 from these repurchases. On January 30, 2023, the Board approved the termination of the Series A Preferred Repurchase Program. Share Activity for Common Stock and Preferred Stock The following tables detail the change in the Company’s outstanding shares of all classes of common and preferred stock, including restricted common stock: Preferred Stock Common Stock Nine months ended September 30, 2023 Series A Class P Class A Class T Class S Class D Class I Beginning balance 3,548,696 8,562,777 743,183 286,341 — 47,888 452,667 Issuance of shares — — 1,445 3,453 — — 12,386 Distribution reinvestment — — 1,259 551 — 127 2,393 Issuance of restricted shares — — — — — — 1,722 Repurchase and retirement of preferred stock ( 4,143 ) — — — — — — Ending balance 3,544,553 8,562,777 745,887 290,345 — 48,015 469,168 Preferred Stock Common Stock Nine months ended September 30, 2022 Series A Class P Class A Class T Class S Class D Class I Beginning balance 3,600,000 9,492,939 659,270 388,099 — 47,298 380,218 Issuance of shares — — 62,808 31,842 — — 22,455 Distribution reinvestment — — 9,169 4,700 — 1,173 9,505 Redemptions — ( 636,308 ) ( 27,965 ) ( 16,272 ) — ( 958 ) ( 9,191 ) Repurchase and retirement of preferred stock ( 4,630 ) — — — — — — Ending balance 3,595,370 8,856,631 703,282 408,369 — 47,513 402,987 Distributions – Common Stock and Series A Preferred Stock The table below presents the aggregate annualized and monthly distributions declared on common stock by record date for all classes of shares. Record date Aggregate annualized gross distribution declared per share Aggregate monthly gross distribution declared per share January 31, 2022 $ 1.2500 $ 0.1042 February 28, 2022 $ 1.2500 $ 0.1042 March 31, 2022 $ 1.2500 $ 0.1042 April 30, 2022 $ 1.2500 $ 0.1042 May 31, 2022 $ 1.2500 $ 0.1042 June 30, 2022 $ 1.2500 $ 0.1042 July 31, 2022 $ 1.2500 $ 0.1042 August 31, 2022 $ 1.2500 $ 0.1042 September 30, 2022 $ 1.2500 $ 0.1042 October 31, 2022 $ 1.2500 $ 0.1042 November 30, 2022 $ 1.2500 $ 0.1042 December 31, 2022 $ 1.2500 $ 0.1042 January 31, 2023 $ 1.2500 $ 0.1042 February 28, 2023 $ 1.2500 $ 0.1042 March 31, 2023 $ 1.2500 $ 0.1042 April 30, 2023 $ 1.2500 $ 0.1042 May 31, 2023 $ 1.2500 $ 0.1042 June 30, 2023 $ 1.2500 $ 0.1042 July 31, 2023 $ 1.2500 $ 0.1042 August 31, 2023 $ 1.2500 $ 0.1042 September 30, 2023 $ 1.2500 $ 0.1042 The gross distribution was reduced each month for Class D and Class T of the Company’s common stock for applicable class-specific stockholder servicing fees to arrive at a lower net distribution amount paid to those classes. For a description of the stockholder servicing fees applicable to Class D, Class S and Class T shares of the Company’s common stock, please see “Note 10 – Transactions with Related Parties” below. Since the IPO and through September 30, 2023 , the Company has no t issued any shares of Class S common stock. The following table shows the monthly net distribution per share for shares of Class D and Class T common stock. Record date Monthly net distribution declared per share of Class D common stock Monthly net distribution declared per share of Class T common stock January 31, 2022 $ 0.0999 $ 0.0896 February 28, 2022 $ 0.1003 $ 0.0910 March 31, 2022 $ 0.0999 $ 0.0898 April 30, 2022 $ 0.1001 $ 0.0903 May 31, 2022 $ 0.1000 $ 0.0899 June 30, 2022 $ 0.1001 $ 0.0904 July 31, 2022 $ 0.1000 $ 0.0899 August 31, 2022 $ 0.1000 $ 0.0900 September 30, 2022 $ 0.1001 $ 0.0905 October 31, 2022 $ 0.1000 $ 0.0900 November 30, 2022 $ 0.1002 $ 0.0905 December 31, 2022 $ 0.1000 $ 0.0900 January 31, 2023 $ 0.1000 $ 0.0900 February 28, 2023 $ 0.1004 $ 0.0914 March 31,2023 $ 0.1001 $ 0.0903 April 30,2023 $ 0.1002 $ 0.0907 May 31, 2023 $ 0.1001 $ 0.0903 June 30, 2023 $ 0.1004 $ 0.0912 July 31, 2023 $ 0.1005 $ 0.0916 August 31, 2023 $ 0.1005 $ 0.0915 September 30, 2023 $ 0.1006 $ 0.0920 Series A Preferred Stock dividends are paid quarterly in arrears based on an annualized distribution rate of 6.75 % of the $ 25.00 per share liquidation preference, or $ 1.6875 per share per annum. The table below presents the aggregate and net distributions declared for each applicable class of common stock and preferred stock during the nine months ended September 30, 2023 and 2022. The table excludes distributions declared for any month for a class of shares of stock when there were no shares of that class outstanding on the applicable record date. Preferred Stock Common Stock Nine months ended September 30, 2023 Series A Class P Class A Class T Class S Class D Class I Aggregate gross distributions declared per share $ 1.2656 $ 0.9378 $ 0.9378 $ 0.9378 $ — $ 0.9378 $ 0.9378 Stockholder servicing fee per share N/A N/A N/A 0.1188 — 0.0350 N/A Net distributions declared per share $ 1.2656 $ 0.9378 $ 0.9378 $ 0.8190 $ — $ 0.9028 $ 0.9378 Preferred Stock Common Stock Nine months ended September 30, 2022 Series A Class P Class A Class T Class S Class D Class I Aggregate gross distributions declared per share $ 1.2656 $ 0.9378 $ 0.9378 $ 0.9378 $ — $ 0.9378 $ 0.9378 Stockholder servicing fee per share N/A N/A N/A 0.1264 — 0.0374 N/A Net distributions declared per share $ 1.2656 $ 0.9378 $ 0.9378 $ 0.8114 $ — $ 0.9004 $ 0.9378 As of September 30, 2023 and December 31, 2022, distributions declared but not yet paid amounted to $ 1,050 and $ 1,047 , respectively. |