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Stockholders' Equity
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Stock
Authorized
As of December 31, 2024, we had the authority to issue 1,400,000,000 shares of stock, consisting of 1,350,000,000 shares of common stock, $0.01 par value per share and 50,000,000 shares of Preferred Stock, $0.01 par value per share.
Public Offerings
From time to time, we offer shares of our common stock through public offerings registered with the SEC. In connection with such offerings, we may issue and sell the offered shares of common stock upon settlement of the offering or, alternatively, enter into forward sale agreements with respect to all or a portion of the shares of common stock sold in such public offerings, pursuant to which the offered shares are borrowed by the forward sale purchasers and the issuance of such shares takes place upon settlement of the applicable forward sale agreement in accordance with its terms.
Marketed Forward Offerings
The following table summarizes our marketed public offering activity, all of which were subject to forward sale agreements, during the years ended December 31, 2023 and 2022. There were no marketed public forward offering activity during the year ended December 31, 2024.
($ In thousands, except share and per share data)
Effective Date (1)
Total Shares Sold (2)
Public Offering Price Per ShareAggregate Offering ValueInitial Forward Sale Price Per ShareInitial Net Value
2023
January 2023 OfferingJanuary 18, 2023
30,302,500
$33.00 $1,000,000 $31.85 $964,400 
2022
November 2022 OfferingNovember 8, 2022
18,975,000
30.90 580,000 30.57 579,600 
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(1)All forward sale agreements require settlement within one year of the Effective Date.
(2)The amounts are inclusive of shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional common stock, which includes 3,952,500 shares with respect to the January 2023 Offering and 2,475,000 shares with respect to the November 2022 Offering.
As of December 31, 2024, we did not have any shares outstanding from our marketed public forward offerings subject to forward sale agreements. Refer to “At-the-Market Offering Program” below for information regarding the share activity and shares outstanding under our forward sale agreements under our ATM Program (as defined below). Refer to “Forward Settlement Activity” below for information regarding the settlement of the forward offerings.
We did not receive any proceeds from the sale of shares at the time we entered into each of the forward sale agreements. We determined that the forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the forward sale agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.
At-the-Market Offering Program
On May 6, 2024, we entered into an equity distribution agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $2.0 billion of our common stock and concurrently terminated our previous equity distribution agreement (collectively under both equity distribution agreements, the “ATM Program”). Sales of common stock, if any, made pursuant to the ATM Program may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act. The ATM Program also provides that the Company may sell shares of its common stock under the ATM Program through forward sale agreements. Actual sales under the ATM Program will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs.
The following table summarizes our activity under the ATM Program during the years ended December 31, 2024, 2023 and 2022, all of which were subject to forward sale agreements:
($ In thousands, except share and per share data)Number of SharesWeighted Average Share PriceAggregate ValueForward Sales Price Per ShareAggregate Net Value
Year Ended December 31, 202412,015,399 $32.01 $384,565 $31.31 $376,253 
Year Ended December 31, 202321,365,397 30.10 643,045 29.70 634,594 
Year Ended December 31, 202221,617,592 33.12 715,880 32.53 703,100 
Total54,998,388 $31.70 $1,743,490 $31.16 $1,713,947 
We did not receive any proceeds from the sale of shares at the time we entered into each of the ATM forward sale agreements. We determined that the ATM forward sale agreements meet the criteria for equity classification and, therefore, are exempt from derivative accounting. We recorded the ATM forward sale agreements at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.
As of December 31, 2024, we had 12.0 million forward shares remaining to be settled under our ATM forward sale agreements. The net forward sales price per share of forward shares under the ATM Program was $31.31 and would result in us receiving approximately $376.3 million in net cash proceeds if we were to physically settle the shares. Alternatively, if we were to cash settle the shares under the ATM forward sale agreements, it would result in a cash inflow of $25.3 million, or, if we were to net share settle the shares under the ATM forward sale agreements, it would result in us receiving approximately 0.9 million shares of common stock.
Forward Settlement Activity
The following table summarizes our settlement activity of the outstanding forward shares under our marketed public offerings and the ATM Program during the years ended December 31, 2024, 2023 and 2022.
($ In thousands, except share and per share data)Settlement DateSettlement TypeNumber of Shares SettledForward Share Price Upon SettlementTotal Net Proceeds
2024
ATM Forward SharesVariousPhysical13,194,739 $28.75 $379,373 
2023
January 2023 Forward Sale AgreementsVariousPhysical30,302,500 31.70 960,500 
November 2022 Forward Sale AgreementsJanuary 6, 2023Physical18,975,000 30.34 575,600 
ATM Forward SharesVariousPhysical29,788,250 31.75 945,700 
2022
September 2021 Forward Sale AgreementsFebruary 18, 2022Physical50,000,000 27.81 1,390,600 
March 2021 Forward Sale AgreementsFebruary 18, 2022Physical69,000,000 26.50 1,828,600 
Total211,260,489 $28.78 $6,080,373 
Common Stock Outstanding
The following table details the issuance of outstanding shares of common stock, including restricted common stock:
Common Stock Outstanding202420232022
Beginning Balance January 11,042,702,763 963,096,563 628,942,092 
Issuance of common stock upon physical settlement of forward sale agreements13,194,739 79,065,750 119,000,000 
Issuance of restricted and unrestricted common stock under the stock incentive program, net of forfeitures469,183 540,450 601,939 
Issuance of common stock in connection with the MGP Transactions— — 214,552,532 
Ending Balance December 311,056,366,685 1,042,702,763 963,096,563 
Distributions
Dividends declared (on a per share basis) during the years ended December 31, 2024 and 2023 were as follows:
Year Ended December 31, 2024
Declaration DateRecord DatePayment DatePeriodDividend
March 7, 2024March 21, 2024April 4, 2024January 1, 2024 – March 31, 2024$0.4150 
June 7, 2024June 18, 2024July 3, 2024April 1, 2024 – June 30, 2024$0.4150 
September 5, 2024September 18, 2024October 3, 2024July 1, 2024 – September 30, 2024$0.4325 
December 5, 2024December 17, 2024January 9, 2025October 1, 2024 - December 31, 2024$0.4325 
Year Ended December 31, 2023
Declaration DateRecord DatePayment DatePeriodDividend
March 9, 2023March 23, 2023April 6, 2023January 1, 2023 – March 31, 2023$0.3900 
June 8, 2023June 22, 2023July 6, 2023April 1, 2023 – June 30, 2023$0.3900 
September 7, 2023September 21, 2023October 5, 2023July 1, 2023 – September 30, 2023$0.4150 
December 7, 2023December 21, 2023January 4, 2024October 1, 2023 - December 31, 2023$0.4150