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Common and Preferred Stock
 12 Months Ended
Dec. 31, 2024
Common and Preferred Stock  
Common and Preferred Stock

Note 6 – Common and Preferred Stock

Shelf Registration

On May 5, 2023, the Company filed an automatic shelf registration statement on Form S-3ASR with the Securities and Exchange Commission registering an unspecified amount of common stock, preferred stock, depositary shares, warrants of the Company and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Common Stock Offerings

In December 2021, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements. The Company settled all of these forward sale agreements during the year ended December 31, 2022 resulting in net proceeds to the Company of approximately $368.7 million after deducting fees and expenses and making certain other adjustments.

In May 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters’ option to purchase 750,000 shares in connection with forward sale agreements.  The Company settled all of the May 2022 forward sales agreements in 2022 which resulted in net proceeds to the Company of approximately $386.7 million, after deducting fees and expenses and making certain other adjustments.

In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled 1,600,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $106.2 million. During the year ended December 31, 2023, the Company settled the remaining 4,150,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $275.0 million. The offering resulted in total net proceeds to the Company of $381.2 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.

In October 2024, the Company completed a follow-on public offering of 5,060,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 660,000 shares in connection with the forward sale agreements. As of December 31, 2024, the Company has not settled any of these shares. Upon settlement, the offering is anticipated to raise net proceeds of approximately $368.0 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.

Preferred Stock Offering

As of December 31, 2024, the Company had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.

Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. Monthly dividends on the Series A Preferred Shares have been and will be in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.

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The Company may not redeem the Series A Preferred Shares before September 2026, except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company.  Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends.  This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.

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ATM Programs

The Company enters into at-the-market (“ATM”) programs through which the Company, from time to time, sells shares of common stock and/or enters into forward sale agreements.

In February 2024, the Company entered into a $1.00 billion ATM program (the “February 2024 ATM Program”) that simultaneously terminated the prior program. In October 2024, the Company entered into a $1.25 billion ATM program (the “October 2024 ATM Program”). The February 2024 ATM Program was terminated following the establishment of the October 2024 Program. Upon settlement of the relevant forward sale agreement, subject to certain exceptions, we may elect, in our sole discretion, to physically settle in common shares, cash settle, or net share settle all or any portion of our obligations under any forward sale agreement. After considering the shares of common stock sold subject to forward sale agreements under the October 2024 ATM Program, the Company had approximately $1.24 billion of availability under the October 2024 ATM Program as of December 31, 2024.

The following table summarizes the ATM programs that were in place during the years ended December 31, 2024, 2023 and 2022:  

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Program Year

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Program Size
($ million)

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Total Forward Shares Sold

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Total Forward Shares Settled

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Total Forward Shares Outstanding as of December 31, 2024

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Total Net Proceeds Anticipated or Received from Shares Sold
($ million)

February 2021

*

$500.0

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5,453,975

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5,453,975

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-

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$379.1

September 2022

*

$750.0

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10,217,973

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10,217,973

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-

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$670.3

February 2024

*

$1,000.0

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10,409,017

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2,775,498

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7,633,519

(1)

$706.0

October 2024

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$1,250.0

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168,277

(3)

-

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168,277

(2)

$12.9

*Applicable ATM program terminated and no future forward sales will occur under the program.

(1) The Company is required to settle the outstanding shares of common stock under the February 2024 ATM Program between June 2025 and October 2025.

(2) The Company is required to settle the outstanding shares of common stock under the October 2024 ATM Program  by June 2026.

(3) After considering the shares of common stock sold subject to forward sale agreements under the October 2024 ATM Program, the Company had approximately $1.24 billion of availability under the October 2024 ATM Program as of December 31, 2024.

The following table summarizes the ATM activity completed during the years ended December 31, 2024, 2023 and 2022:

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2024

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2023

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2022

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Shares of common stock sold under the ATM programs

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10,598,037

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5,846,998

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7,678,911

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Shares of common stock settled under the ATM programs

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6,630,112

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6,117,768

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5,699,566

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Net proceeds received (in millions)

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$403.8

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$415.4

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$397.2

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