Equity | Note 14 - Equity Authorized Capital The Company is authorized to issue preferred stock and ten classes of common stock consisting of Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares, Class A-I shares, Class A-II shares, Class A-III shares, and Class E shares. The differences among the classes of common stock relate to upfront selling commissions, dealer manager fees, and ongoing stockholder servicing fees, as well as varying management and performance participation allocations. See "Note 11 - Related Party Transactions" for additional information. As of June 30, 2024 and December 31, 2023, the Company had the following classes of common stock authorized, issued and outstanding: June 30, 2024 December 31, 2023 Classification Shares Authorized Shares Issued and Outstanding Shares Authorized Shares Issued and Outstanding Preferred Stock, $ 0.01 par value per share 100,000,000 — 100,000,000 — Class S Shares, $ 0.01 par value per share 100,000,000 4,795 100,000,000 — Class D Shares, $ 0.01 par value per share 100,000,000 — 100,000,000 — Class I Shares, $ 0.01 par value per share 100,000,000 361,468 100,000,000 — Class F-S Shares, $ 0.01 par value per share 100,000,000 — 100,000,000 — Class F-D Shares, $ 0.01 par value per share 100,000,000 — 100,000,000 — Class F-I Shares, $ 0.01 par value per share 100,000,000 1,564,120 100,000,000 4,820,377 Class A-I Shares, $ 0.01 par value per share 100,000,000 13,274,746 100,000,000 17,016,652 Class A-II Shares, $ 0.01 par value per share 100,000,000 16,583,219 100,000,000 — Class A-III Shares, $ 0.01 par value per share 100,000,000 — 100,000,000 — Class E Shares, $ 0.01 par value per share 100,000,000 258,683 100,000,000 105,707 Total 1,100,000,000 32,047,031 1,100,000,000 21,942,736 Common Stock The following table details the movement in the Company's outstanding shares of common stock: Class I Class S Class F-I Class A-I Class A-II Class E Beginning balance, December 31, 2023 — — 4,820,377 17,016,652 — 105,707 Common stock issued 201,505 — 594,229 1,787,026 1,671,686 73,366 Repurchase of common stock — — ( 2,476 ) — ( 5,000 ) — Dividend reinvestment 272 — 3,824 37,473 2,189 1,620 Share class transfer — — — ( 12,477,404 ) 12,502,989 — Ending balance, March 31, 2024 201,777 — 5,415,954 6,363,747 14,171,864 180,693 Common stock issued 157,759 4,795 1,461,907 1,702,361 2,479,255 75,223 Repurchase of common stock — — ( 92,330 ) ( 1,235 ) ( 72,253 ) — Dividend reinvestment 1,932 — 4,197 54,101 4,353 2,767 Share class transfer — — ( 5,225,608 ) 5,155,772 — — Ending balance, June 30, 2024 361,468 4,795 1,564,120 13,274,746 16,583,219 258,683 On January 3, 2024 (the "Exchange Date"), approximately 12,477,404 Class A-I shares were exchanged for 12,502,989 Class A-II shares at an exchange rate based on the NAV per share for the Class A-I shares and the Company's total NAV per share as of the Exchange Date. On April 2, 2024 (the "Second Exchange Date"), 5,225,608 Class F-I shares were exchanged for 5,155,772 Class A-I shares at an exchange rate based on the NAV per share for the Class F-I shares and Class A-I shares as of the Second Exchange Date. Distributions The Company generally intends to distribute substantially all of its taxable income to its stockholders each year to comply with the REIT provisions of the Code, as amended. Taxable income does not necessarily equal net income calculated in accordance with GAAP. Each class of common stock receives the same gross distribution per share. The net distribution per share varies for each share class based on differing fee structures. Additionally net distributions will vary based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor. The following table details the aggregate distributions declared for each applicable class of common stock: Three Months Ended June 30, 2024 Class I Class S Class F-I Class A-I Class A-II Class E Aggregate gross distribution declared per share of common stock $ 0.3206 $ 0.2138 $ 0.3206 $ 0.3206 $ 0.3206 $ 0.3206 Management fee per share of common stock ( 0.0656 ) ( 0.0438 ) ( 0.0521 ) ( 0.0527 ) ( 0.0485 ) — Stockholder servicing fee per share of common stock — ( 0.0296 ) — — — — Net distribution declared per share of common stock $ 0.2550 $ 0.1404 $ 0.2685 $ 0.2679 $ 0.2721 $ 0.3206 Six Months Ended June 30, 2024 Class I Class S Class F-I Class A-I Class A-II Class E Aggregate gross distribution declared per share of common stock $ 0.5247 $ 0.2138 $ 0.6219 $ 0.6219 $ 0.6219 $ 0.6219 Management fee per share of common stock ( 0.1092 ) ( 0.0438 ) ( 0.1039 ) ( 0.1051 ) ( 0.0967 ) — Stockholder servicing fee per share of common stock — ( 0.0296 ) — — — — Net distribution declared per share of common stock $ 0.4155 $ 0.1404 $ 0.5180 $ 0.5168 $ 0.5252 $ 0.6219 Repurchases During the three months ended June 30, 2024 the Company repurchased 1,235 Class A-I shares, 72,253 Class A-II shares, and 92,330 Class F-I shares for a total of $ 3.4 million . During the six months ended June 30, 2024 the Company repurchased 1,235 Class A-I shares, 77,253 Class A-II shares, and 94,807 Class F-I shares for a total of $ 3.6 million . The Company had no unfulfilled repurchase requests as of June 30, 2024. Redeemable Non-Controlling Interest In connection with its management fee, the Adviser has elected to receive Class E units. See Note 11 - Related Party Transactions for additional information on the Advisers interest. In November 2023, the Limited Partnership Agreement was updated to enable the Adviser to redeem their Class E units for Class E shares or cash at its election. As of that date the Company has classified these Class E units as redeemable non-controlling interest in mezzanine equity on the Company's condensed consolidated balance sheet. 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 dividends, or the redemption value, which is equivalent to fair value, of such Operating Partnership units at the end of each measurement period. The following table details the redeemable non-controlling interest activity related to the Adviser for the three and six months ended June 30, 2024 ($ in thousands): Adviser Balance at December 31, 2023 $ 967 Settlement of management fees 543 Settlement of performance participation allocation 562 GAAP income allocation 68 Distributions ( 56 ) Reinvestment of distributions 49 Fair value allocation - Balance at June 30, 2024 $ 2,133 As of June 30, 2024 the carrying value of the redeemable non-controlling interest approximated the fair value. Non-Controlling Interests - Operating Partnership Unitholders Operating Partnership units are subject to the same fees as the corresponding classes of common stock and do not have any preferential rights relative to the Company's interest in the Operating Partnership. On December 22, 2022, the Company issued 5,000,000 Class A-I units to an affiliate of Apollo for the aggregate consideration of $ 100.0 million in a private placement. During the three and six months ended June 30, 2024 , the Company issued 13,048 and 25,932 Class E units, respectively, to the Adviser for the management fee earned on the Operating Partnership units issued to an affiliate of Apollo, mentioned above. During the three and six months ended June 30, 2024 , the Company issued zero and 26,977 Class E units, respectively, to the Special Limited Partner for performance participation allocation earned in 2023. Currently all Operating Partnership unitholders have elected to reinvest their dividends. In connection with such dividend reinvestment, in lieu of cash for dividends paid during the three and six months ended June 30, 2024, the Company issued 66,510 and 123,212 Class A-I units and 1,406 and 2,348 Class E units, respectively. Non-Controlling Interests Attributable to Preferred Stockholders A subsidiary of the Company intends to elect to be taxed as a REIT for U.S. federal income tax purposes. This subsidiary has issued preferred non-voting shares to be held by investors to ensure compliance with the Code requirement that REITs have at least 100 shareholders. The preferred shares have a face amount of $ 1,000 and carry a 12.0 % annual dividend payable annually. As of June 30, 2024 , this subsidiary had $ 125,000 of preferred non-voting shares outstanding. |