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 September 30, 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 September 30, 2024 Class T Class S Class D Class I Total June 30, 2024 5,129,415 183,113,398 26,164,461 190,169,262 404,576,536 Common stock shares issued (1) ( 60,826 ) ( 316,169 ) ( 10,598 ) 1,828,720 1,441,127 Distribution reinvestment plan shares issued 35,059 878,103 78,282 736,523 1,727,967 Common stock shares repurchased ( 17,583 ) ( 1,445,667 ) ( 170,772 ) ( 2,953,332 ) ( 4,587,354 ) Independent directors’ restricted stock grant (2) — — — 33,797 33,797 September 30, 2024 5,086,065 182,229,665 26,061,373 189,814,970 403,192,073 Three Months Ended September 30, 2023 Class T Class S Class D Class I Total June 30, 2023 5,640,007 212,244,742 29,291,354 222,011,809 469,187,912 Common stock shares issued (1) 12,504 794,388 ( 4,725 ) 3,265,512 4,067,679 Distribution reinvestment plan shares issued 36,190 948,038 79,607 970,189 2,034,024 Common stock shares repurchased ( 139,792 ) ( 10,889,677 ) ( 659,557 ) ( 13,842,080 ) ( 25,531,106 ) Independent directors’ restricted stock grant (3) — — — 30,361 30,361 September 30, 2023 5,548,909 203,097,491 28,706,679 212,435,791 449,788,870 __________ (1) Includes transfers between share classes. (2) The independent directors’ restricted stock grant represented $ 0.8 million of the annual compensation paid to the independent directors for the period ended September 30, 2024. Each grant is amortized over the one-year service period of such grant. The shares vested in August 2024. (3) The independent directors’ restricted stock grant represented $ 0.8 million of the annual compensation paid to the independent directors for the period ended September 30, 2023. Each grant is amortized over the one-year service period of such grant. The shares vested in August 2023. Nine Months Ended September 30, 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) ( 178,169 ) 358,633 317,517 7,778,662 8,276,643 Distribution reinvestment plan shares issued 107,882 2,784,355 421,632 2,471,478 5,785,347 Common stock shares repurchased ( 125,673 ) ( 15,936,939 ) ( 2,190,327 ) ( 23,459,019 ) ( 41,711,958 ) Independent directors’ restricted stock grant (2) — — — 33,797 33,797 September 30, 2024 5,086,065 182,229,665 26,061,373 189,814,970 403,192,073 Nine Months Ended September 30, 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) 95,616 4,353,179 ( 142,011 ) 11,693,589 16,000,373 Distribution reinvestment plan shares issued 106,290 2,868,401 259,145 2,929,928 6,163,764 Common stock shares repurchased ( 374,493 ) ( 28,680,999 ) ( 2,384,628 ) ( 46,673,100 ) ( 78,113,220 ) Independent directors’ restricted stock grant (3) — — — 30,361 30,361 September 30, 2023 5,548,909 203,097,491 28,706,679 212,435,791 449,788,870 __________ (1) Includes transfers between share classes. (2) The independent directors’ restricted stock grant represented $ 0.8 million of the annual compensation paid to the independent directors for the period ended September 30, 2024. Each grant is amortized over the one-year service period of such grant. The shares vested in August 2024. (3) The independent directors’ restricted stock grant represented $ 0.8 million of the annual compensation paid to the independent directors for the period ended September 30, 2023. Each grant is amortized over the one-year service period of such grant. The shares vested in August 2023. 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 th at the Company may repurchase is limited. From the Company’s inception until its share repurchase plan was amended as described below, the total amount of shares that the Company could repurchase was limited, in any calendar month, to shares whose aggregate value (based on the repurchase price per share on the date of the repurchase) was 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 re purchased at the end of the month will be repurchased on a pro rata basis. On May 23, 2024, the Company amended its share repurchase plan such that, beginning with repurchases during the month of May 2024, the Company limits share repurchases to 0.33 % of NAV per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month) and, beginning on July 1, 2024, the Company limits share repurchases to 1 % of NAV per quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding quarter). For the three months ended September 30, 2024, the Company repurchased 4.6 million shares of common stock, representing a total of $ 104.1 million. For the three months ended September 30, 2023, the Company repurchased 25.5 million shares of common stock, representing a total of $ 639.2 million. For the nine months ended September 30, 2024, the Company repurchased 41.7 million shares of common stock, representing a total of $ 965.1 million. For the nine months ended September 30, 2023, the Company repurchased 78.1 million shares of common stock, representing a total of $ 2.0 billion. 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 September 30, 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 ( 0.0480 ) ( 0.0482 ) ( 0.0139 ) — Net distributions declared per share of common stock $ 0.2625 $ 0.2623 $ 0.2966 $ 0.3105 Nine Months Ended September 30, 2024 Class T Class S Class D Class I Aggregate gross distributions declared per share of common stock $ 0.9315 $ 0.9315 $ 0.9315 $ 0.9315 Stockholder servicing fee per share of common stock ( 0.1454 ) ( 0.1460 ) ( 0.0421 ) — Net distributions declared per share of common stock $ 0.7861 $ 0.7855 $ 0.8894 $ 0.9315 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 redee mable non-controlling interests activity related to the Special Limited Partner and Third-party Operating Partnership unitholders for the nine months ended September 30, 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 — — — Conversion to Class I shares — ( 1,144 ) ( 1,144 ) GAAP loss allocation ( 18,539 ) ( 10,177 ) ( 28,716 ) Distributions ( 12,048 ) ( 6,633 ) ( 18,681 ) Fair value allocation 18,368 9,217 27,585 Balance at September 30, 2024 $ 283,473 $ 155,433 $ 438,906 __________ (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 ( 11,263 ) ( 6,241 ) ( 17,504 ) Distributions ( 12,049 ) ( 6,677 ) ( 18,726 ) Fair value allocation 2,598 1,439 4,037 Balance at September 30, 2023 $ 319,956 $ 177,298 $ 497,254 |