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Note 7 - Stockholders' Equity and Noncontrolling Interests
 6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Equity [Text Block]

NOTE 7: Stockholders' Equity and Noncontrolling Interests

 

Stockholders’ Equity

 

On May 14, 2025, our board of directors declared a dividend of $0.17 per share on our common stock, which represented a 6.3% increase over the prior quarterly rate of $0.16 per share. The second quarter dividend was paid on July 18, 2025 to stockholders of record as of June 27, 2025.

 

On March 10, 2025, our board of directors declared a dividend of $0.16 per share on our common stock, which was paid on  April 21, 2025 to common stockholders of record as of March 28, 2025.

 

Public Offering of 11,500,000 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 11,500,000 shares of our common stock, par value $0.01 per share, at a price of $18.96 per share consisting of 11,500,000 shares of our common stock (including 1,500,000 shares offered pursuant to the underwriter’s option to purchase additional shares, which was exercised in full) offered by the Forward Seller in connection with the forward sale agreements described below. We did not initially receive any proceeds from the sale of our common stock by the Forward Seller and we completed the offering on September 5, 2024.

 

In connection with the offering, we also entered into two forward sale agreements (the “Forward Sale Agreements”) pursuant to which the Forward Seller (or its affiliate) borrowed from third parties and sold to the Underwriters an aggregate of 11,500,000 shares of our common stock that was sold in the offering.

 

On March 31, 2025, we physically settled 2,650,000 of those shares at a weighted average price of $18.89 per share and we received proceeds of $50,059. All of the net proceeds were used to fund new acquisitions. As of June 30, 2025, 5,600,000 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 $105,780 based on the forward sale price as of June 30, 2025. 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 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 “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 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 March 31, 2025, we entered into forward sales transactions under our ATM Program for the forward sale of an aggregate of 2,681,600 shares of our common stock. The forward sales transactions had not settled as of June 30, 2025, and we had not received any net proceeds from these transactions as of June 30, 2025. Subject to our right to elect net share settlement, we expect to physically settle the forward sales transactions by the maturity date of March 31, 2026. Assuming the forward sales transactions are physically settled in full utilizing the current forward sales price of $20.88 per share, we expect to receive proceeds, net of sales commissions of approximately $55,993, subject to adjustment in accordance with the forward sales transactions. We intend to use substantially all of the net proceeds to fund potential acquisitions and other investment opportunities or for general corporate purposes, including the reduction of outstanding borrowings under our unsecured revolver.

 

We evaluated the accounting for forward sale agreements under FASB ASC Topic 480 “Distinguishing Liabilities from Equity” and FASB ASC Topic 815 “Derivatives and Hedging”. As the Forward Sale Agreements are considered indexed to our own equity and since they meet the equity classification conditions in ASC 815, the Forward Sale Agreements 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 three and six months ended June 30, 2025, and 2024, we had no repurchases of shares under the Stock Repurchase Program. As of June 30, 2025, we had $250,000 in shares of our common stock remaining authorized for purchase under the Stock Repurchase Program.

 

Noncontrolling Interest

 

During the six months ended June 30, 2025, no holders of IROP units exchanged units for shares of our common stock. As of June 30, 2025, 5,941,643 IROP units held by unaffiliated third parties remain outstanding.

 

On May 14, 2025, our board of directors declared a dividend of $0.17 per IROP unit, which was paid on July 18, 2025 to IROP unit holders of record as of June 27, 2025.

 

On March 10, 2025, our board of directors declared a dividend of $0.16 per IROP unit, which was paid on  April 21, 2025 to IROP unit holders of record as of March 28, 2025.