Quarterly report [Sections 13 or 15(d)]

EQUITY

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EQUITY
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
EQUITY EQUITY
Registration Statement
On March 28, 2023, we filed a universal shelf registration statement on Form S-3, as amended (File No. 333-270901), with the SEC (the “2023 Registration Statement”). The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, permits us to issue up to an aggregate of $1.5 billion in securities consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more securities. Through June 30, 2025, we have issued a total of 176,195 shares of Series E Preferred Stock for gross proceeds of approximately $4.4 million and 470,676 shares of common stock for gross proceeds of approximately $6.8 million under the 2023 Registration Statement.
Equity Issuances
Series E Preferred Stock
On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our Series E Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share. See Note 7, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series E Offering.
No shares of the Series E Preferred Stock were sold during either of the three or six months ended June 30, 2025. The following table provides information on sales of our Series E Preferred Stock during the three and six months ended June 30, 2024 (dollars in thousands, except per-share amounts):
Three months ended June 30, Six Months Ended June 30,
2024 2024
Number of shares sold 800  12,140 
Weighted-average offering price per share $ 25.00  $ 25.00 
Gross proceeds $ 20  $ 304 
Net proceeds(1)
$ 18  $ 273 
(1)Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
In addition, during the three and six months ended June 30, 2025, 800 shares of Series E Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $18,000. No shares of the Series E Preferred Stock were tendered for optional redemption during either of the three or six months ended June 30, 2024.
The Series E Offering will terminate on the date (the “Series E Termination Date”) that is the earlier of (i) December 31, 2025 (unless terminated or extended by our Board of Directors) and (ii) the date on which all 8,000,000 shares of Series E Preferred Stock offered in the Series E Offering are sold. There is currently no public market for our shares of Series E Preferred Stock. We intend to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange within one calendar year of the Series E Termination Date; however, there can be no assurance that a listing will be achieved in such timeframe, or at all.
Common Stock—At-the-Market Program
We have entered into equity distribution agreements (commonly referred to as “at-the-market agreements”) with Virtu Americas LLC and Ladenburg & Co. Inc. (each a “Sales Agent”), that, as amended, currently permit us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $500.0 million (the “ATM Program”). We did not sell any shares of common stock under the ATM Program during any of the three or six months ended June 30, 2025 or 2024.
Repurchase Program
On May 17, 2024, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $20.0 million of our 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) and up to $35.0 million of our 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) (collectively, the “2024 Repurchase Program”). The Board’s authorization of the 2024 Repurchase Program expired on May 17, 2025.
No shares of Series B Preferred Stock or Series C Preferred Stock were repurchased during either of the three or six months ended June 30, 2025. The following table summarizes repurchase activity under the 2024 Repurchase Program during the three and six months ended June 30, 2024 (dollars in thousands, except per-share amounts):
Three and Six Months Ended June 30, 2024
Series B Preferred Stock:
Number of shares repurchased 54,735 
Gross repurchase price(1)
$ 1,133 
Weighted-average repurchase price per share $ 20.70 
Gain on repurchase(2)
$ 84 
Series C Preferred Stock:
Number of shares repurchased 86,042 
Gross repurchase price(1)
$ 1,762 
Weighted-average repurchase price per share $ 20.47 
Gain on repurchase(2)
$ 190 
(1)Inclusive of broker commissions.
(2)The gain on the repurchase of cumulative redeemable preferred stock is included within Gain (loss) on extinguishment of cumulative redeemable preferred stock, net on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
Subsequent to June 30, 2025, our Board of Directors approved a new share repurchase program for the Series B Preferred Stock and the Series C Preferred Stock; see Note 12, “Subsequent Events—Repurchase Program,” for information on this repurchase program.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of both June 30, 2025, and December 31, 2024, we owned 100.0% of the outstanding OP Units.
Distributions
The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three and six months ended June 30, 2025 and 2024 are reflected in the table below.
Three Months Ended June 30, Six Months Ended June 30,
Issuance 2025 2024 2025 2024
Series B Preferred Stock $ 0.375  $ 0.375  $ 0.750  $ 0.750 
Series C Preferred Stock 0.375  0.375  0.750  0.750 
Series D Term Preferred Stock(1)
0.312501  0.312501  0.625002  0.625002 
Series E Term Preferred Stock 0.312501  0.312501  0.625002  0.625002 
Common Stock 0.1401  0.1398  0.2802  0.2793 
(1)Dividends are treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.