Equity and Redeemable Non-controlling Interests | 11. Equity and Redeemable Non-controlling Interests Authorized Capital The Company is authorized to issue preferred stock and four classes of common stock consisting of Class T shares, Class S shares, Class D shares, and Class I shares. The Company’s board of directors has the ability to establish the preferences and rights of each class or series of preferred stock, without stockholder approval, and as such, it may afford the holders of any series or class of preferred stock preferences, powers and rights senior to the rights of holders of common stock. The differences among the common share classes relate to upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. Refer to Note 2 — “Summary of Significant Accounting Policies” to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for a further description of such items. Other than the differences in upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees, each class of common stock is subject to the same economic and voting rights. As of March 31, 2024, the Company had the authority to issue 3,100,000,000 shares of capital stock, consisting of the following: Classification Number of Par Value Preferred Stock 100,000,000 $ 0.01 Class T Shares 500,000,000 $ 0.01 Class S Shares 1,000,000,000 $ 0.01 Class D Shares 500,000,000 $ 0.01 Class I Shares 1,000,000,000 $ 0.01 Total 3,100,000,000 Common Stock The following table details the movement in the Company’s outstanding shares of common stock: Three Months Ended March 31, 2024 Class T Class S Class D Class I Total December 31, 2023 5,282,025 195,023,616 27,512,551 202,990,052 430,808,244 Common stock shares issued (1) ( 78,520 ) 346,224 223,950 3,346,837 3,838,491 Distribution reinvestment plan shares issued 37,181 981,482 169,241 900,756 2,088,660 Common stock shares repurchased ( 58,857 ) ( 9,022,408 ) ( 1,431,729 ) ( 11,655,369 ) ( 22,168,363 ) March 31, 2024 5,181,829 187,328,914 26,474,013 195,582,276 414,567,032 Three Months Ended March 31, 2023 Class T Class S Class D Class I Total December 31, 2022 5,721,496 224,556,910 30,974,173 244,455,013 505,707,592 Common stock shares issued (1) 76,701 2,263,805 ( 39,697 ) 4,648,338 6,949,147 Distribution reinvestment plan shares issued 34,590 981,339 96,343 994,940 2,107,212 Common stock shares repurchased ( 117,880 ) ( 7,190,043 ) ( 1,070,027 ) ( 17,093,864 ) ( 25,471,814 ) March 31, 2023 5,714,907 220,612,011 29,960,792 233,004,427 489,292,137 __________ (1) Includes exchanges between share classes Share Repurchases The Company has adopted a share repurchase plan whereby, subject to certain limitations, stockholders may request on a monthly basis that the Company repurchases all or any portion of their shares. Should repurchase requests, in the Company’s judgment, place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing its liquid assets in real properties or other illiquid investments rather than repurchasing its shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, the Company’s board of directors may modify or suspend the Company’s share repurchase plan if it deems such action to be in the Company’s best interest and in the best interest of its stockholders. In addition, the total amount of shares that the Company may repurchase is limited, in any calendar month, to shares whose aggregate value (based on the repurchase price per share on the date of the repurchase) is no more than 2 % of its aggregate net asset value (“NAV”) per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month) and no more than 5 % of its aggregate NAV per calendar quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding quarter). In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis. For the three months ended March 31, 2024, the Company repurchased 22,168,363 shares of common stock representing, a total of $ 514.5 million. For the three months ended March 31, 2023, the Company repurchased 25,471,814 shares of common stock representing a total of $ 671.1 million. Distributions The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code. Each class of common stock receives the same gross distribution per share. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and is paid directly to the applicable distributor. The following table details the aggregate distributions declared for each applicable class of common stock: Three Months Ended March 31, 2024 Class T Class S Class D Class I Aggregate gross distributions declared per share of common stock $ 0.3105 $ 0.3105 $ 0.3105 $ 0.3105 Stockholder servicing fee per share of common stock ( 0.0488 ) ( 0.0490 ) ( 0.0141 ) — Net distributions declared per share of common stock $ 0.2617 $ 0.2615 $ 0.2964 $ 0.3105 Redeemable Non-controlling Interests In connection with its performance participation interest, the Special Limited Partner holds Class I units in the Operating Partnership. See Note 12 for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class I units for cash, at its election, the Company has classified these Class I units as Redeemable non-controlling interest in mezzanine equity on the Company’s Condensed Consolidated Balance Sheets. The redeemable non-controlling interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and distributions, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period. In addition to the Special Limited Partner’s interest noted above, certain third parties also have a redeemable non-controlling interest. The following tables detail the redeemable non-controlling interests activity related to the Special Limited Partner and third-party Operating Partnership unitholders for the three months ended March 31, 2024 and 2023 ($ in thousands): Special Limited Partner (1) Third-party Operating Partnership unitholders Total Balance at December 31, 2023 $ 295,692 $ 164,170 $ 459,862 Settlement of performance participation allocation — — — GAAP loss allocation ( 3,062 ) ( 1,691 ) ( 4,753 ) Distributions ( 4,236 ) ( 2,218 ) ( 6,454 ) Fair value allocation 9,431 4,199 13,630 Balance at March 31, 2024 $ 297,825 $ 164,460 $ 462,285 __________ (1) Includes units transferred to Barry S. Sternlicht, which are deemed to be beneficially owned by Mr. Sternlicht. Special Limited Partner Third-party Operating Partnership unitholders Total Balance at December 31, 2022 $ 238,322 $ 188,777 $ 427,099 Settlement of performance participation allocation 102,348 — 102,348 GAAP loss allocation ( 8,431 ) ( 4,672 ) ( 13,103 ) Distributions ( 4,016 ) ( 2,226 ) ( 6,242 ) Fair value allocation 2,144 1,188 3,332 Balance at March 31, 2023 $ 330,367 $ 183,067 $ 513,434 |