XML 33 R21.htm IDEA: XBRL DOCUMENT v3.25.3
Equity and Capital
 9 Months Ended
Sep. 30, 2025
Equity And Capital [Abstract]  
Equity and Capital

9.

Equity and Capital

Preferred Stock of the Parent Company

Terms and conditions of the preferred stock outstanding are summarized as follows:

 

Preferred Stock Outstanding as of September 30, 2025 and December 31, 2024

 

Date of Issuance

 

Shares Issued and Outstanding

 

 

Liquidation Preference

 

 

Distribution Rate

 

Callable By Company

Series A

8/18/2023

 

 

4,600,000

 

 

$

115,000,000

 

 

6.250%

 

On demand

Series B

8/18/2023

 

 

4,400,000

 

 

 

110,000,000

 

 

5.875%

 

On demand

 

 

 

 

9,000,000

 

 

$

225,000,000

 

 

 

 

 

Dividends Declared

On August 5, 2025, the Board:

•
Declared a quarterly cash dividend on the Company’s Series A preferred stock of $0.390625 per share. The dividend was paid on October 31, 2025, to shareholders of record as of October 16, 2025.
•
Declared a quarterly cash dividend on the Company’s Series B preferred stock of $0.367200 per share. The dividend was paid on October 31, 2025, to shareholders of record as of October 16, 2025.

Subsequent to the period ended September 30, 2025, on October 27, 2025, the Board:

•
Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on January 30, 2026. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on January 16, 2026.
•
Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on January 30, 2026. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on January 16, 2026.

Except under certain limited conditions, each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option. The holders of the Preferred Stock have general preference rights over common stockholders with respect to liquidation and quarterly distributions. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of common stock.

Common Stock of the Parent Company

Dividends Declared

On August 5, 2025, the Board declared a quarterly cash dividend on the Company’s common stock of $0.705 per share. The dividend was paid on October 2, 2025, to shareholders of record as of September 11, 2025.

Subsequent to the period ended September 30, 2025, on October 27, 2025, the Board declared a quarterly cash dividend on the Company's common stock of $0.755 per share, representing an increase of $0.05 per share, or 7.1%, from the prior quarterly dividend. The dividend is payable on January 6, 2026, to shareholders of record as of December 15, 2025.

At the Market ("ATM") Program

Under the Parent Company's ATM Program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors.

During 2024, the Company entered into forward sale agreements under its ATM program through which the Parent Company expects to issue 1,339,377 shares of its common stock at a weighted average offering price of $74.66 per share before any underwriting discount and offering expenses.  The shares under the forward sales agreements must be settled within one year of their trade dates, which vary by agreement, and range from November 26, 2025, to December 5, 2025.  Upon settlement, subject to certain exceptions, the Company may elect, in its sole discretion, to physically settle, cash settle, or net share settle all or any portion of our obligations under any forward sale agreement. Proceeds from the issuance of shares are expected to be used to fund acquisitions of operating properties, fund developments and redevelopments, and for general corporate purposes.

The Company settled forward sales agreements entered into during 2024 under its ATM program as follows:

•
In August 2025, the Company issued 673,172 shares of common stock and received $49.2 million of net proceeds.
•
Subsequent to quarter end, in October 2025, the Company issued an additional 666,205 shares of common stock and received $49.1 million of net proceeds. Upon completion of these settlements, the Company had fully settled all forward sales agreements entered into during 2024.

As of September 30, 2025, and after giving effect to the aforementioned forward equity offering, $400 million of common stock remained available for issuance under this ATM Program.

Stock Repurchase Program

On July 31, 2024, the Board authorized a common stock repurchase program under which the Company may purchase up to a maximum of $250 million of its outstanding common stock through open market transactions, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any, are dependent upon market conditions and other factors. The stock repurchased, if not retired, is treated as treasury stock. The Repurchase Program authorized by the Board expires on June 30, 2026, unless modified, extended or earlier terminated by the Board in its discretion.

During the nine months ended September 30, 2025, the Company made no repurchases and $250 million remained available under the Repurchase Program.

Preferred Units of the Operating Partnership

The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by the Operating Partnership is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Parent Company.

Common Units of the Operating Partnership

Common Units are issued, or redeemed and retired, for each share of the Parent Company stock issued or redeemed, or retired, as described above, in each case at the Parent Company's election. During the nine months ended September 30, 2025, unitholders redeemed a total of 31,558 Common Units, consisting of 28,815 units redeemed in exchange for approximately $2.0 million in cash and 2,743 units redeemed in exchange for shares of the Parent Company’s common stock. Cash redemptions were made at amounts equivalent to the market value of the Parent Company’s common stock at the time of redemption, while unit-for-share exchanges were completed on a one-for-one basis. During the same period ended September 30, 2024, 10,795 Common Units were exchanged for Parent Company common stock.

In July 2025, the Operating Partnership issued 2,773,087 Common Units, valued at $199.7 million based on the market price at the time of issuance, to unrelated third-party sellers as partial purchase price consideration for the acquisition of five properties.