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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2024
Equity [Abstract] |
Stockholders' Equity | Stockholders' Equity Common Stock The following table provides a reconciliation of the beginning and ending shares of common stock outstanding for the nine months ended September 30, 2024 and the twelve months ended December 31, 2023:
| NINE MONTHS ENDED SEPTEMBER 30, 2024 | TWELVE MONTHS ENDED DECEMBER 31, 2023
Balance, beginning of period | 380,964,433 |  | 380,589,894 |
Issuance of common stock | 8,623 |  | 8,627 |
Conversion of OP units to common stock | 194,767 |  | 190,544 |
Shares Repurchased | (25,735,088) |  | — |
Non-vested share-based awards, net of withheld shares and forfeitures | 401,648 |  | 175,368 |
Balance, end of period | 355,834,383 |  | 380,964,433 |
Common Stock Dividends During the nine months ended September 30, 2024, the Company declared and paid common stock dividends totaling $0.93 per share. On October 29, 2024, the Company declared a quarterly common stock dividend in the amount of $0.31 per share payable on November 27, 2024, to stockholders of record on November 12, 2024. Common Stock Repurchases On May 31, 2023, the Company’s Board of Directors authorized the repurchase of up to $500.0 million of outstanding shares of the Company’s common stock either in the open market or through privately negotiated transactions, subject to market conditions, regulatory constraints, and other customary conditions. In April 2024, the Company repurchased 2,966,764 shares of its common stock at a weighted average price of $14.07 for a total of $41.7 million under this authorization. On April 30, 2024, the Company's Board of Directors authorized the repurchase of up to $500.0 million of outstanding shares of the Company's common stock, superseding the previous stock repurchase authorization. Under the Maryland General Corporation Law, outstanding shares of common stock acquired by a corporation become authorized but unissued shares, which may be re-issued. In May and June 2024, the Company repurchased an aggregate of 14,275,473 shares of its common stock at a weighted average price of $16.18 for a total of $231.0 million under this authorization. During the third quarter of 2024, the Company repurchased an aggregate of 8,492,851 shares of its common stock at a weighted average price of $17.64 for a total of $149.8 million under this authorization. As of September 30, 2024, the Company was authorized to repurchase an additional $119.2 million of the Company's common stock. Subsequent to September 30, 2024, the Company repurchased 1,380,000 shares of its common stock for a total of $24.2 million. On October 29, 2024, the Company's Board of Directors authorized the repurchase of up to $300.0 million of outstanding shares of the Company's common stock, superseding the previous stock repurchase authorization. The stock repurchase authorization expires on October 28, 2025, and the Company may suspend or terminate repurchases at any time without prior notice. Earnings Per Common Share The Company uses the two-class method of computing net earnings per common share. The Company's non-vested share-based awards are considered participating securities pursuant to the two-class method. The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2024, and 2023.
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30,
Dollars in thousands, except per share data | 2024 | 2023 | 2024 | 2023
Weighted average common shares outstanding |  |  |  |
Weighted average common shares outstanding | 360,981,496 |  | 380,857,560 |  | 372,230,619 |  | 380,828,004 |
Non-vested shares | (2,021,666) |  | (1,932,221) |  | (1,976,421) |  | (1,941,897) |
Weighted average common shares outstanding - basic | 358,959,830 |  | 378,925,339 |  | 370,254,198 |  | 378,886,107 |
Weighted average common shares outstanding - basic | 358,959,830 |  | 378,925,339 |  | 370,254,198 |  | 378,886,107 |
Dilutive effect of OP Units | — |  | — |  | — |  | — |
Weighted average common shares outstanding - diluted | 358,959,830 |  | 378,925,339 |  | 370,254,198 |  | 378,886,107 |
Net loss | $ | (94,535) |  | $ | (68,604) |  | $ | (555,692) |  | $ | (240,408) |
Income allocated to participating securities | (560) |  | (636) |  | (2,452) |  | (1,868) |
Loss attributable to non-controlling interest | 1,512 |  | 760 |  | 8,053 |  | 2,680 |
Adjustment to loss attributable to non-controlling interest for legally outstanding restricted units | (549) |  | (29) |  | (2,560) |  | (122) |
Net loss applicable to common stockholders - basic | $ | (94,132) |  | $ | (68,509) |  | $ | (552,651) |  | $ | (239,718) |
Basic earnings per common share - net loss | $ | (0.26) |  | $ | (0.18) |  | $ | (1.49) |  | $ | (0.63) |
Diluted earnings per common share - net loss | $ | (0.26) |  | $ | (0.18) |  | $ | (1.49) |  | $ | (0.63) |
The effect of OP Units redeemable for 3,649,637 shares and 3,662,800 shares for the three and nine months ended September 30, 2024, respectively, were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive due to the loss from continuing operations incurred during those periods. Stock Incentive Plan The Company's stock incentive plan ("Incentive Plan") permits the grant of incentive awards to its employees and directors in any of the following forms: options, stock appreciation rights, restricted stock, restricted or deferred stock units, performance awards, dividend equivalents, or other stock-based awards, including units in the OP. Equity Incentive Plans During the nine months ended September 30, 2024, the Company made the following equity awards: •Restricted Stock •During the first quarter of 2024, the Company granted non-vested stock awards to its named executive officers and other members of senior management with an aggregate grant date fair value of $5.6 million, which consisted of an aggregate of 361,712 non-vested shares with vesting periods ranging from three to eight years. •During the second quarter of 2024, the Company granted to independent directors an aggregate of 58,910 shares of non-vested stock with a grant date fair value of $0.9 million, and an aggregate of 45,982 LTIP Series D units with a grant date fair value of $0.7 million. The Company also granted non-vested stock to other members of senior management with an aggregate grant date fair value of $0.1 million, which consisted of an aggregate of 9,350 non-vested shares. •Restricted Stock Units ("RSUs") •On February 13, 2024, the Company granted an aggregate of 208,055 RSUs to members of senior management, with an aggregate grant date fair value of $3.5 million and a five-year vesting period. •On April 30, 2024, the Company granted an aggregate of 21,816 RSUs to members of senior management, with an aggregate grant date fair value of $0.3 million and a five-year vesting period. Approximately 36% of the RSUs vest based on relative total shareholder return ("TSR") and were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $19.10 for the relative TSR component for the February 2024 grant using the following assumptions:
Volatility |  |  | 28.0 | %
Dividend assumption |  |  | Accrued
Expected term |  |  | 3 years
Risk-free rate |  |  | 4.44 | %
Stock price (per share) |  |  | $15.22
The remaining 64% of the RSUs vest based upon certain operating performance conditions. With respect to the operating performance conditions of the February 13, 2024 grant, the grant date fair value was $15.22 based on the Company's share price on the date of grant. •LTIP Series C Units On February 13, 2024, the Company granted an aggregate of 906,044 LTIP Series C units ("LTIP-C units) in the OP to its named executive officers with three-year forward-looking performance targets, a five-year vesting period and an aggregate grant date fair value of $7.5 million. Approximately 36% of the LTIP-C units vest based on relative TSR and were valued using independent specialists. The Company utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $9.62 for the relative TSR component for the February 2024 grant using the following assumptions:
Volatility |  |  | 28.0 | %
Dividend assumption |  |  | Accrued
Expected term |  |  | 3 years
Risk-free rate |  |  | 4.44 | %
Stock price (per share) |  |  | $15.22
The remaining 64% of the LTIP-C units vest based upon certain operating performance conditions. With respect to the operating performance conditions of the February 13, 2024 grant, the grant date fair value was $15.22 based on the Company's share price on the date of grant. The Company records amortization expense based on the probability of achieving certain operating performance conditions, which is evaluated throughout the performance period. The following table represents the summary of non-vested share-based awards under the Incentive Plan for the three and nine months ended September 30, 2024 and 2023:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30,
| 2024 | 2023 | 2024 | 2023
Share-based awards, beginning of period | 4,085,059 |  | 2,923,018 |  | 2,615,562 |  | 2,090,060 |
Granted 1 | — |  | — |  | 1,611,578 |  | 1,118,537 |
Vested | (9,730) |  | (11,664) |  | (84,804) |  | (188,070) |
Change in awards based on performance assessment | — |  | (126,418) |  | (47,202) |  | (205,668) |
Forfeited | — |  | — |  | (19,805) |  | (29,923) |
Share-based awards, end of period | 4,075,329 |  | 2,784,936 |  | 4,075,329 |  | 2,784,936 |
1 LTIP-C units are issued at the maximum possible value of the award and are reflected as such in this table until the performance conditions have been satisfied and the exact number of awards are determinable. The following table represents expected amortization of the Company's non-vested awards issued as of September 30, 2024:
Dollars in millions | FUTURE AMORTIZATION of non-vested shares
2024 | $ | 3.6 |
2025 | 12.1 |
2026 | 9.2 |
2027 | 5.0 |
2028 and thereafter | 2.7 |
Total | $ | 32.6 |

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