Quarterly report [Sections 13 or 15(d)]

EQUITY

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EQUITY
 9 Months Ended
Sep. 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 September 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 593,419 shares of common stock for gross proceeds of approximately $8.0 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 nine months ended September 30, 2025. The following table provides information on sales of our Series E Preferred Stock during the three and nine months ended September 30, 2024 (dollars in thousands, except per-share amounts):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2024
Number of shares sold 3,595  15,735 
Weighted-average offering price per share $ 24.89  $ 24.98 
Gross proceeds $ 89  $ 393 
Net proceeds(1)
$ 81  $ 354 
(1)Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
In addition, during the three and nine months ended September 30, 2025, 600 shares and 1,400 shares, respectively, of Series E Preferred Stock were tendered for optional redemption, which we satisfied with aggregate cash payments of approximately $13,000 and $31,000, respectively. No shares of the Series E Preferred Stock were tendered for optional redemption during either of the three or nine months ended September 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”). The following table provides information on shares of common stock sold under the ATM Program during the three and nine months ended September 30, 2025 (dollars in thousands, except per-share amounts):
Three and Nine Months Ended September 30,
2025
Number of shares sold 122,743 
Weighted-average offering price per share $ 9.28 
Gross proceeds $ 1,140 
Net proceeds(1)
$ 1,128 
(1)Net of underwriting commissions.
We did not sell any shares of common stock under the ATM Program during either of the three or nine months ended September 30, 2024. See Note 12, “Subsequent Events,” for equity issuances completed subsequent to September 30, 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.
On July 11, 2025, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to $20.0 million of our Series B Preferred Stock and up to $35.0 million of our Series C Preferred Stock (collectively, the “2025 Repurchase Program”). The Board’s authorization of the 2025 Repurchase Program may be suspended at any time, does not obligate us to acquire any particular amount of securities, and expires on July 10, 2026. Under the 2025 Repurchase Program, repurchases are intended to be implemented through open market transactions on U.S. exchanges and/or in privately-negotiated transactions facilitated by a third-party broker acting as agent for us in accordance with applicable securities laws. Any repurchases will be made during applicable trading window periods or pursuant to Rule 10b5-1 trading plans.
No shares of Series B Preferred Stock or Series C Preferred Stock were repurchased under the 2025 Repurchase Program during either of the three or nine months ended September 30, 2025. The following table summarizes repurchase activity under the 2024 Repurchase Program during the three and nine months ended September 30, 2024 (dollars in thousands, except per-share amounts):
Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024
Series B Preferred Stock:
Number of shares repurchased 60,441  115,176 
Gross repurchase price(1)
$ 1,296  $ 2,429 
Weighted-average repurchase price per share $ 21.44  $ 21.09 
Gain on repurchase(2)
$ 49  $ 133 
Series C Preferred Stock:
Number of shares repurchased 115,604  201,646 
Gross repurchase price(1)
$ 2,440  $ 4,201 
Weighted-average repurchase price per share $ 21.10  $ 20.83 
Gain on repurchase(2)
$ 182  $ 372 
(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.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of both September 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 nine months ended September 30, 2025 and 2024 are reflected in the table below.
Three Months Ended September 30, Nine Months Ended September 30,
Issuance 2025 2024 2025 2024
Series B Preferred Stock $ 0.375  $ 0.375  $ 1.125  $ 1.125 
Series C Preferred Stock 0.375  0.375  1.125  1.125 
Series D Term Preferred Stock(1)
0.312501  0.312501  0.937503  0.937503 
Series E Term Preferred Stock 0.312501  0.312501  0.937503  0.937503 
Common Stock 0.1401  0.1401  0.4203  0.4194 
(1)Dividends are treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.