Quarterly report [Sections 13 or 15(d)]

EQUITY

v3.26.1
EQUITY
 6 Months Ended
Jun. 30, 2026
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, and expired on April 12, 2026, permitted 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 or concurrent offerings of two or more securities. We issued a total of 176,595 shares of Series E Preferred Stock for gross proceeds of approximately $4.4 million and 7,122,591 shares of common stock for gross proceeds of approximately $72.2 million under the 2023 Registration Statement.
On April 7, 2026, we filed a new universal registration statement on Form S-3, as amended (File No. 333-294917), with the SEC (the “2026 Registration Statement”) to replace the 2023 Registration Statement. The 2026 Registration Statement, which was declared effective by the SEC on April 23, 2026, permits us to issue up to an aggregate of $1.0 billion in securities consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate or concurrent offerings of two or more securities. Through June 30, 2026, we have issued a total of 300,000 shares of common stock for gross proceeds of approximately $3.0 million under the 2026 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 8, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement,” for a discussion of the commissions and fees paid to Gladstone Securities in connection with the Series E Offering, which expired on December 31, 2025.
No shares of the Series E Preferred Stock were sold during the three or six months ended June 30, 2026 or 2025.
The following table provides information on shares of Series E Preferred Stock tendered for optional redemption and satisfied with cash payments during the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Number of shares redeemed 27,400 — 37,760 800
Settlement payment $ 616  $ —  $ 864  $ 18 
Exclusive of redemptions, the Series E Offering resulted in total gross proceeds of approximately $6.3 million and net proceeds, after deducting Selling Commissions, Dealer-Manager Fees, and offering expenses payable by us, of approximately $5.7 million. In conjunction with the termination of the Series E Offering, during the three months ended December 31, 2025, we expensed approximately $547,000 of unamortized deferred offering costs.
Common Stock—At-the-Market Program
We had 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, permitted 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 “2023 ATM Program”). On April 24, 2026, we entered into new equity distribution agreements with Virtu Americas LLC and Lucid Capital Markets, LLC (each also a “Sales Agent”), to replace the 2023 ATM Program and that currently permit us to sell shares of our common stock having an aggregate offering price of up to $500.0 million (the “2026 ATM Program,” and together with the 2023 ATM Program, the “ATM Program” ).
The following table provides information on shares of common stock under the ATM Program during the three and six months ended June 30, 2026 (dollars in thousands, except per-share amounts):
Three Months Ended
June 30, 2026		 Six Months Ended June 30, 2026
Number of shares sold 1,377,392  5,121,655 
Weighted-average offering price per share $ 10.33  $ 10.03 
Gross proceeds $ 14,229  $ 51,350 
Net proceeds(1)
$ 14,056  $ 50,806 
(1)Net of underwriting commissions.
We did not sell any shares of common stock under the ATM Program during either of the three or six months ended June 30, 2025.
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 of Directors’ 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,” and together with the 2024 Repurchase Program and the 2026 Repurchase Program (as defined in Note 13, “Subsequent Events”), the “Repurchase Program”). The Board of Directors’ authorization of the 2025 Repurchase Program expired on July 10, 2026.
The Board of Directors’ authorization of the Repurchase Program may be suspended at any time and does not obligate us to acquire any particular amount of securities. Under the 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 Repurchase Program during either of the three or six months ended June 30, 2025. The following table summarizes repurchase activity under the Repurchase Program during the three and six months ended June 30, 2026 (dollars in thousands, except per-share amounts):
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
Series B Preferred Stock:
Number of shares repurchased 143,190  182,312 
Gross repurchase price(1)
$ 2,982  $ 3,767 
Weighted-average repurchase price per share $ 20.83  $ 20.66 
Gain on repurchase(2)
$ 203  $ 288 
Series C Preferred Stock:
Number of shares repurchased 276,123  360,898 
Gross repurchase price(1)
$ 5,660  $ 7,343 
Weighted-average repurchase price per share $ 20.50  $ 20.34 
Gain on repurchase(2)
$ 603  $ 843 
(1)Inclusive of broker commissions.
(2)The gain on the repurchase of cumulative redeemable preferred stock is included within Gain on extinguishment of cumulative redeemable preferred stock, net on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
See Note 13, “Subsequent Events,” for repurchase activity completed subsequent to June 30, 2026.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of both June 30, 2026, and December 31, 2025, 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, 2026 and 2025 are reflected in the table below.
Three Months Ended June 30, Six Months Ended June 30,
Issuance 2026 2025 2026 2025
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)(2)
—  0.312501  0.104167  0.625002 
Series E Term Preferred Stock 0.312501  0.312501  0.625002  0.625002 
Common Stock 0.1401  0.1401  0.2802  0.2802 
(1)Dividends are treated similarly to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2)The Series D Term Preferred Stock was redeemed in full on January 30, 2026.