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Stockholder Equity and Noncontrolling Interest | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
Stockholder Equity and Noncontrolling Interest | Stockholder Equity and Noncontrolling Interest Completed Public Offering of 11.5 Million Shares of Common Stock On September 3, 2024, we entered into an underwriting agreement with Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and RBC Capital Markets LLC as representatives of the several underwriters named therein, (collectively, the “Underwriters”), and Citigroup Global Markets Inc. in its capacity as agent (in such capacity, the “Forward Seller”) for Citibank, N.A., as forward counterparty (the “Forward Counterparty”) and the Forward Counterparty related to the offering of an aggregate of 11.5 million shares of our common stock, par value $0.01 per share, at a price of $18.96 per share consisting of 11.5 million shares of our common stock offered by the Forward Seller in connection with the forward sale agreements described below (including 1.5 million shares offered pursuant to the Underwriter’s option to purchase additional shares, which was exercised in full). We did not initially receive any proceeds from the sale of our common stock by the Forward Seller. We completed the offering on September 5, 2024. In connection with the offering, we also entered into two forward sale agreements. The first forward sale agreement (the “Initial Forward Sale Agreement”), dated September 3, 2024, with the Forward Seller and Forward Counterparty, and the second forward sale agreement (the “Additional Forward Sale Agreement”, together with the Initial Forward Sale Agreement, the “Forward Sale Agreements”), dated September 4, 2024, with the Forward Seller and the Forward Counterparty. In connection with the Forward Sale Agreements, the Forward Seller (or its affiliate) borrowed from third parties and sold to the Underwriters an aggregate of 11.5 million shares of our common stock that was sold in the offering. On December 30, 2024, we physically settled 3.25 million shares at a weighted average price of $19.04 per share and we received proceeds of $61,882. All of the net proceeds were used to fund new acquisitions. As of December 31, 2024, 8.25 million shares of our common stock remained to be settled under the Forward Sale Agreements, which if physically settled would provide additional proceeds to us of $155,781 based on the forward price as of December 31, 2024. We expect to physically settle the remaining Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of those shares upon one or more such physical settlements within approximately twelve months from the date of the prospectus supplement, no later than September 5, 2025, the scheduled maturity date of the Forward Sale Agreements. Although we expect to settle the remaining Forward Sale Agreements entirely by the physical delivery of shares of our common stock for cash proceeds, we may also elect to cash or net share settle all or a portion of our obligations under the Forward Sale Agreements, in which case, we may receive or owe cash or shares of our common stock from or to the Forward Seller. The Forward Sale Agreements provided for an initial forward sale price of $18.96 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances. ATM Program On November 13, 2020, we entered into an equity distribution agreement pursuant to which we may have from time to time offered and sold shares of our common stock under our previous shelf registration statement having an aggregate offering price of up to $150,000 (the “Previous ATM Program”) in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the Previous ATM Program, we may also have entered into one or more forward sale transactions for the sale of shares of our common stock on a forward basis. On June 14, 2023, we replaced our previous shelf registration statement with our new shelf registration statement. On July 28, 2023, we entered into an equity distribution agreement pursuant to which we may from time to time offer and sell shares of our common stock under our shelf registration statement having an aggregate offering price of up to $450,000 (the “2023 ATM Program”) in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act. Under the 2023 ATM Program, we may also enter into one or more forward sale transactions for the sale of shares of our common stock on a forward basis. During the three months ended September 30, 2024, and December 31, 2024, we entered into forward sale transactions under the 2023 ATM Program for the forward sale of an aggregate 2,498,300 shares of our common stock with a maturity date of September 5, 2025 or November 13, 2025, respectively, as set forth in the forward sale transactions placement notice. On December 30, 2024, we physically settled all of these 2,498,300 shares of our common stock at a weighted average price of $20.06 per share and we received proceeds of $50,106. As of December 31, 2024, approximately $399,435 remained available for issuance under the 2023 ATM Program. The following table summarizes our sales transactions under the 2023 ATM Program settled during the year ended December 31, 2024:
Forward Sale Transaction Date |  | Number of Shares Sold |  | Expiration Date of Forward Contract |  | Number of Shares Settled |  | Settlement Date |  | Settlement Price, Net of Commissions |  | Proceeds, Net of Commissions
August 2024 |  | 1,500,000 |  |  | 09/05/25 |  | 1,500,000 |  |  | 12/30/24 |  | $ | 19.57 |  |  | $ | 29,358 |
November 2024 |  | 998,300 |  |  | 11/13/25 |  | 998,300 |  |  | 12/30/24 |  | 20.78 |  |  | 20,748 |
|  | 2,498,300 |  |  |  |  | 2,498,300 |  |  |  |  | $ | 20.06 |  |  | $ | 50,106 |
We evaluated the accounting for the forward sale transactions under FASB ASC Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”. As the forward sale transactions are considered indexed to our own equity and since they meet the equity classification conditions in ASC 815-40-25, the forward sale transactions have been classified as equity. Stock Repurchase Program On May 18, 2022, our Board of Directors authorized a common stock repurchase program (the “Stock Repurchase Program”) covering up to $250,000 in shares of our common stock. Under the Stock Repurchase Program, we, in our discretion, may purchase our shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors, including the price and availability of our shares, trading volumes and general market conditions. The Stock Repurchase Program has no time limit and may be suspended or discontinued at any time. During the years ended December 31, 2024, 2023, and 2022, we had no repurchases of shares under the Stock Repurchase Program. As of December 31, 2024, we had $250,000 in shares of our common stock remaining authorized for purchase under the Stock Repurchase Program. Our board of directors declared the following dividends in 2024:
Quarter |  | Declaration Date |  | Record Date |  | Payment Date |  | Dividend Declared Per Share
First quarter 2024 |  | March 11, 2024 |  | March 29, 2024 |  | April 19, 2024 |  | $ | 0.16 |
Second quarter 2024 |  | June 10, 2024 |  | June 28, 2024 |  | July 19, 2024 |  | $ | 0.16 |
Third quarter 2024 |  | September 17, 2024 |  | September 30, 2024 |  | October 18, 2024 |  | $ | 0.16 |
Fourth quarter 2024 |  | December 16, 2024 |  | December 31, 2024 |  | January 17, 2025 |  | $ | 0.16 |
Our board of directors declared the following dividends in 2023:
Quarter |  | Declaration Date |  | Record Date |  | Payment Date |  | Dividend Declared Per Share
First quarter 2023 |  | March 13, 2023 |  | March 31, 2023 |  | April 21, 2023 |  | $ | 0.14 |
Second quarter 2023 |  | May 10, 2023 |  | June 30, 2023 |  | July 21, 2023 |  | $ | 0.16 |
Third quarter 2023 |  | September 12, 2023 |  | September 29, 2023 |  | October 20, 2023 |  | $ | 0.16 |
Fourth quarter 2023 |  | December 11, 2023 |  | December 29, 2023 |  | January 19, 2024 |  | $ | 0.16 |
Noncontrolling Interest During 2024, holders of IROP units exchanged 4,928 units for 4,928 shares of our common stock. As of December 31, 2024, 5,941,643 IROP units held by unaffiliated third parties were outstanding. During 2023, holders of IROP units exchanged 144,600 units for 144,600 shares of our common stock. As of December 31, 2023, 5,946,571 IROP units held by unaffiliated third parties were outstanding. Our board of directors declared the following distributions on our operating partnership’s LP units during 2024:
Quarter |  | Declaration Date |  | Record Date |  | Payment Date |  | Dividend Declared Per Unit
First quarter 2024 |  | March 11, 2024 |  | March 29, 2024 |  | April 19, 2024 |  | $ | 0.16 |
Second quarter 2024 |  | June 10, 2024 |  | June 28, 2024 |  | July 19, 2024 |  | $ | 0.16 |
Third quarter 2024 |  | September 17, 2024 |  | September 30, 2024 |  | October 18, 2024 |  | $ | 0.16 |
Fourth quarter 2024 |  | December 16, 2024 |  | December 31, 2024 |  | January 17, 2025 |  | $ | 0.16 |
Our board of directors declared the following distributions on our operating partnership’s LP units during 2023:
Quarter |  | Declaration Date |  | Record Date |  | Payment Date |  | Dividend Declared Per Share
First quarter 2023 |  | March 13, 2023 |  | March 31, 2023 |  | April 21, 2023 |  | $ | 0.14 |
Second quarter 2023 |  | May 10, 2023 |  | June 30, 2023 |  | July 21, 2023 |  | $ | 0.16 |
Third quarter 2023 |  | September 12, 2023 |  | September 29, 2023 |  | October 20, 2023 |  | $ | 0.16 |
Fourth quarter 2023 |  | December 11, 2023 |  | December 29, 2023 |  | January 19, 2024 |  | $ | 0.16 |

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