Redeemable Common Stock - Related Party | Redeemable Common Stock - Related Party Invesco Realty, Inc. (“Invesco Realty”), an affiliate of Invesco, has committed to purchase up to $300.0 million in shares of our common stock (the “Invesco Subscription Agreement”). We amended the terms of the Invesco Subscription Agreement in August 2024 in connection with an increase in the maximum borrowing amount under our revolving credit facility described in Note 4 - “Borrowings”. We may call (i) $150.0 million in capital in one or more closings through March 23, 2028 (the “Initial Commitment Amount”) and (ii) $150.0 million in additional capital (for a total of $300 million) if needed to avoid triggering any third party concentration limits associated with distribution or placement of our shares (the “Additional Commitment Amount’) or for purposes of repaying indebtedness drawn on a facility that is secured by uncalled capital subscriptions. We have pledged both the Initial Commitment Amount and the Additional Commitment Amount as security for our revolving credit line, and our revolving credit lender may call the Initial Commitment Amount and the Additional Commitment Amount to repay indebtedness. Invesco Realty may not submit its shares for repurchase under the share repurchase plan described in Note 9 - “Stockholders’ Equity” until the earlier of March 23, 2028 and the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco Realty after all requests from unaffiliated stockholders have been fulfilled. We may elect to repurchase all or any portion of the shares acquired by Invesco Realty at any time at a per share price equal to the most recently determined NAV per share for each class (or another transaction price we believe reflects the NAV per share more appropriately than the prior month’s NAV per share). The Adviser or its affiliate must continue to hold at least $200,000 in shares for so long as Invesco or any affiliate thereof serves as our external adviser. As of September 30, 2024, we may call $234.7 million of the $300.0 million of capital committed under the Invesco Subscription Agreement. As discussed in Note 12 - “Related Party Transactions”, our management and performance fees are payable in cash or Class E shares at the option of the Adviser. Because the Adviser may elect to have the Company repurchase shares issued as payment for management fees or performance fees, we classify these shares as redeemable common stock. Class E shares issued to the Adviser as payment for management or performance fees are not subject to the repurchase limits of the Company’s share repurchase plan described in Note 9 - “Stockholders’ Equity,” any lockup period applicable to the Adviser, or any reduction penalty for an early repurchase. The Adviser also has the option to exchange Class E shares issued as payment for management or performance fees for Class S, Class S-1, Class D, Class D-1, Class F, or Class I shares. During the three months ended September 30, 2024, we issued 12,142 Class E shares to the Adviser as payment for the management fees payable as of June 30, 2024. The following tables summarize the changes in redeemable common stock for the nine months ended September 30, 2024 and 2023: $ in thousands Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Redeemable Common Stock Balance as of December 31, 2023 $ 26,335 $ 26,335 $ 26,335 $ 26,335 $ 105,340 Issuance of redeemable common stock — — — — — Adjustment to carrying value of redeemable common stock — — — — — Balance as of March 31, 2024 $ 26,335 $ 26,335 $ 26,335 $ 26,335 $ 105,340 Issuance of redeemable common stock — — — 145 145 Repurchase of redeemable common stock (25,000) (25,000) (25,000) (25,000) (100,000) Adjustment to carrying value of redeemable common stock 35 35 13 92 175 Balance as of June 30, 2024 $ 1,370 $ 1,370 $ 1,348 $ 1,572 $ 5,660 Issuance of redeemable common stock 15,000 15,000 15,000 15,307 60,307 Adjustment to carrying value of redeemable common stock — — 24 33 57 Balance as of September 30, 2024 $ 16,370 $ 16,370 $ 16,372 $ 16,912 $ 66,024 $ in thousands Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Redeemable Common Stock Balance as of December 31, 2022 $ — $ — $ — $ — $ — Issuance of redeemable common stock — — — — — Adjustment to carrying value of redeemable common stock — — — — — Balance as of March 31, 2023 $ — $ — $ — $ — $ — Issuance of redeemable common stock — — — — — Adjustment to carrying value of redeemable common stock — — — — — Balance as of June 30, 2023 $ — $ — $ — $ — $ — Issuance of redeemable common stock 21,335 21,335 21,335 21,335 85,340 Adjustment to carrying value of redeemable common stock — — — — — Balance as of September 30, 2023 $ 21,335 $ 21,335 $ 21,335 $ 21,335 $ 85,340 The following tables summarize the changes in our outstanding shares of redeemable common stock shares for the nine months ended September 30, 2024 and 2023: Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Outstanding Shares as of December 31, 2023 1,052,487 1,052,487 1,052,487 1,052,464 4,209,925 Issuance of redeemable common stock — — — — — Outstanding Shares as of March 31, 2024 1,052,487 1,052,487 1,052,487 1,052,464 4,209,925 Issuance of redeemable common stock — — — 5,792 5,792 Repurchase of redeemable common stock (997,920) (997,921) (998,825) (995,972) (3,990,638) Outstanding Shares as of June 30, 2024 54,567 54,566 53,662 62,284 225,079 Issuance of redeemable common stock 597,912 598,270 597,876 605,264 2,399,322 Outstanding Shares as of September 30, 2024 652,479 652,836 651,538 667,548 2,624,401 Class S Redeemable Common Shares Class D Redeemable Common Shares Class I Redeemable Common Shares Class E Redeemable Common Shares Total Outstanding Shares as of December 31, 2022 — — — — — Issuance of redeemable common stock — — — — — Outstanding Shares as of March 31, 2023 — — — — — Issuance of redeemable common stock — — — — — Outstanding Shares as of June 30, 2023 — — — — — Issuance of redeemable common stock 853,400 853,400 853,400 853,400 3,413,600 Outstanding Shares as of September 30, 2023 853,400 853,400 853,400 853,400 3,413,600 For the three and nine months ended September 30, 2024, we recorded an increase to redeemable common stock and a decrease to additional paid-in-capital of $57,000 and $232,000, respectively, to adjust the value of the redeemable common shares outstanding to our September 30, 2024 NAV per share for each respective share class. The change in the redemption value does not affect income available to common stockholders. Stockholders’ Equity Stapled Unit Offerings of Preferred and Common Stock As of September 30, 2024 and December 31, 2023, 111 Stapled Units and 117 New Stapled Units were issued and outstanding. Each Stapled Unit consists of one share of 12.5% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), one Class S share, one Class D share and one Class I share. Each New Stapled Unit consists of one share of Series A Preferred Stock and one Class S-1 share. The Stapled Unit and New Stapled Unit holders cannot separate the individual shares of stock that constitute the Stapled Unit and New Stapled Units and can only sell or transfer the Stapled Unit and New Stapled Units as a unit. Holders of Stapled Units and New Stapled Units are not eligible to participate in the share repurchase plan discussed below. The Series A Preferred Stock has a liquidation value of $1,000 per share. Holders of our Series A Preferred Stock are entitled to receive dividends at an annual rate of 12.5% of the liquidation preference, or $125.00 per share per annum. Dividends are cumulative and payable annually. We can call the Series A Preferred Stock at any time through December 31, 2024 at a 5% redemption premium above the liquidation value. The Series A Preferred Stock has no redemption premium on or after January 1, 2025, and we can call the Series A Preferred Stock for $1,000 per share at any time on or after January 1, 2025. We can call the common shares issued in these offerings at any time at the current transaction price for the respective class of common stock. Each class of common shares is separately redeemable from the Series A Preferred Stock and each other class of common shares. If we elect to redeem any class of common shares included in the Stapled Unit or New Stapled Unit, we will redeem all common shares of that class included in the Stapled Units or New Stapled Units, as applicable. Common Stock In August 2024, we amended our charter to authorize the Company to issue 4,050,000,000 shares of stock consisting of 4,000,000,000 shares of common stock with a $0.01 par value per share and 50 million shares of preferred stock with a par value of $0.01 per share. Under our amended charter, we are authorized to issue 500 million shares of Class S common stock, 500 million shares of Class S-1 stock, 500 million shares of Class D common stock, 500 million shares of Class D-1 stock, 500 million shares of Class I common stock, 500 million shares of Class E common stock and 500 million shares of Class F common stock. In December 2023, we entered into a subscription agreement (the “Class F Subscription Agreement”) with an institutional investor to purchase up to $200 million of Class F shares. As of September 30, 2024, we have called all of the institutional investor’s capital commitment. For a discussion of fees paid to the Adviser with respect to Class F shares, see Note 12 - “Related Party Transactions - Management Fee and Performance Fee”. The table below summarizes the changes in our outstanding shares of common stock as of the nine months ended September 30, 2024 and 2023. We did not issue any Class D-1 Shares as of September 30, 2024. Nine Months Ended September 30, 2024 Class S Class S-1 Shares Class D Class D-1 Class I Class E Class F Shares Total Total Outstanding Shares as of December 31, 2023 (1) 1,052,598 1,054,174 1,052,598 — 1,383,506 1,067,805 — 5,610,681 Issuance of common stock — 1,467,311 — — 656,221 57,994 — 2,181,526 Common stock distribution reinvestment — 21,860 — — 8,245 622 — 30,727 Total Outstanding Shares as of March 31, 2024 (1) 1,052,598 2,543,345 1,052,598 — 2,047,972 1,126,421 — 7,822,934 Issuance of common stock 5,757 1,258,476 — — 448,043 10,707 4,747,348 6,470,331 Stock awards (2) — — — — — 3,340 — 3,340 Issuance of redeemable common stock (3) — — — — — 5,792 — 5,792 Common stock distribution reinvestment — 71,248 — — 31,704 1,582 — 104,534 Repurchase of common stock — — — — (1,200) — (1,200) Repurchase of redeemable common stock (997,920) — (997,921) — (998,825) (995,972) — (3,990,638) Total Outstanding Shares as of June 30, 2024 (1) 60,435 3,873,069 54,677 — 1,527,694 151,870 4,747,348 10,415,093 Issuance of common stock 203 996,359 — — 564,479 10,918 3,158,613 4,730,572 Issuance of redeemable common stock 597,912 — 598,270 — 597,876 605,264 — 2,399,322 Repurchase of common stock — — — — (10,643) — — (10,643) Common stock distribution reinvestment — 40,906 — — 19,626 918 112,892 174,342 Total Outstanding Shares as of September 30, 2024 (1) 658,550 4,910,334 652,947 — 2,699,032 768,970 8,018,853 17,708,686 (1) Total Outstanding Shares includes 4,209,925 shares, 4,209,925 shares, 225,079 shares, and 2,624,401 shares at December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024, respectively, that are classified as redeemable common stock. See Note 8 - “Redeemable Common Stock - Related Party”. (2) Represents shares issued to independent directors under the Incentive Plan. See Share-Based Compensation Plan below. (3) Consists of shares issued to the Adviser for the payment of management fees that are classified as redeemable common stock. See Note 8 - “Redeemable Common Stock - Related Party”. Nine Months Ended September 30, 2023 Class S Class S-1 Shares Class D Class I Class E Class F Shares Total Total Outstanding Shares as of December 31, 2022 — — — — — — — Issuance of common stock — — — — — — — Total Outstanding Shares as of March 31, 2023 — — — — — — — Issuance of common stock (1) 511 — 511 511 400 — 1,933 Total Outstanding Shares as of June 30, 2023 511 — 511 511 400 — 1,933 Issuance of common stock (400) — (400) (400) (400) — (1,600) Issuance of redeemable common stock (2) 853,400 — 853,400 853,400 853,400 — 3,413,600 Total Outstanding Shares as of September 30, 2023 853,511 — 853,511 853,511 853,400 — 3,413,933 (1) Includes 1,600 shares issued to an affiliate of Invesco under the Invesco Subscription Agreement. (2) Consists of shares issued to Invesco Realty under the Invesco Subscription Agreement that are classified as redeemable common stock. See Note 8 - “Redeemable Common Stock - Related Party” and Note 14 - “Revision of Previously Issued Interim Financial Statements”. Distributions For the three and nine months ended September 30, 2024, we declared distributions of $9.4 million and $23.0 million, respectively. We accrued $5.4 million for distributions payable, of which $814,000 was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of September 30, 2024. For the year ended December 31, 2023, we declared distributions of $7.8 million. We accrued $3.1 million for distributions payable, of which $2.4 million was accrued for distributions payable to related parties, in our condensed consolidated balance sheet as of December 31, 2023. The table below details the aggregate distributions declared per share for each applicable class of stock for the three and nine months ended September 30, 2024 and September 30, 2023. Three Months Ended September 30, 2024 Class S Class S-1 Class D Class D-1 Shares (1) Class I Class E Class F Aggregate distribution declared per share $ 0.6300 $ 0.6300 $ 0.6300 $ — $ 0.6300 $ 0.6300 $ 0.6300 Stockholder servicing fee per share (0.0037) (0.0537) — — — — — Net distribution declared per share $ 0.6263 $ 0.5763 $ 0.6300 $ — $ 0.6300 $ 0.6300 $ 0.6300 Three Months Ended September 30, 2023 Class S Class S-1 Shares (3) Class D Class I Class E Class F Shares (3) Aggregate distribution declared per share $ 3.8818 $ — $ 3.8818 $ 3.8818 $ 3.8818 $ — Stockholder servicing fee per share (2) — — — — — — Net distribution declared per share $ 3.8818 $ — $ 3.8818 $ 3.8818 $ 3.8818 $ — Nine Months Ended September 30, 2024 Class S Class S-1 Class D Class D-1 Shares (1) Class I Class E Class F Aggregate distribution declared per share $ 2.2700 $ 2.2700 $ 2.2700 $ — $ 2.2700 $ 2.2700 $ 1.4100 Stockholder servicing fee per share (0.0054) (0.1600) — — — — — Net distribution declared per share $ 2.2646 $ 2.1100 $ 2.2700 $ — $ 2.2700 $ 2.2700 $ 1.4100 Nine Months Ended September 30, 2023 Class S Class S-1 Shares (3) Class D Class I Class E Class F Shares (3) Aggregate distribution declared per share $ 3.8818 $ — $ 3.8818 $ 3.8818 $ 3.8818 $ — Stockholder servicing fee per share (2) — — — — — — Net distribution declared per share $ 3.8818 $ — $ 3.8818 $ 3.8818 $ 3.8818 $ — (1) As of September 30, 2024, no Class D-1 shares were outstanding and no distributions had been declared. (2) As of September 30, 2023, we did not incur any selling commissions or stockholder servicing fees. (3) As of September 30, 2023, no Class S-1 shares or Class F shares were outstanding and no distributions had been declared. Share Repurchase Plan We have adopted a share repurchase plan for our common stock. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to the limitations in the share repurchase plan. Under the Invesco Subscription Agreement described in Note 8 - “Redeemable Common Stock - Related Party”, Invesco Realty may not participate in our share repurchase plan until the earlier of March 23, 2028 or the date that our aggregate NAV is at least $1.5 billion. We can only accept a repurchase request from Invesco Realty after all requests from unaffiliated stockholders have been fulfilled. Under its subscription agreement, the Class F stockholder may not participate in our share repurchase plan until the earlier of (i) the date our NAV reaches $1.5 billion or (ii) March 23, 2028. However, the Class F stockholder is entitled to request that we repurchase their shares in the event that there is a key person event or a material strategy change as defined in the terms of the Class F subscription agreement. Class E shares issued to the Adviser as payment for management fees or performance fees are not subject to the repurchase limits of our share repurchase plan, any lockup period or any reduction penalty for an early repurchase. For the three and nine months ended September 30, 2024, we repurchased 10,643 and 11,843 shares of common stock, respectively and fulfilled all repurchase requests that were made under the share repurchase plan. For the three and nine months ended September 30, 2023, we did not repurchase any shares under the share repurchase plan. Distribution Reinvestment Plan We have adopted a distribution reinvestment plan whereby common stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased (including fractional shares) under the distribution reinvestment plan is equal to the transaction price at the time the distribution is payable. Share-Based Compensation Plan In May 2024 and November 2023, we granted 3,340 and 2,989 restricted shares of Class E common stock, respectively, to our independent directors under the terms of our 2023 Equity Incentive Plan (the “Incentive Plan”). The restricted shares granted in November 2023 vested in March 2024. The restricted shares granted in May 2024 will vest on the first anniversary of the grant date unless forfeited prior to such date, subject to certain conditions that accelerate vesting. For the three and nine months ended September 30, 2024, we recognized $19,000 and $56,000, respectively, of compensation expense related to these awards. As of September 30, 2024, we had 1,093,671 shares of common stock available for future issuance under the Incentive Plan. |