v3.25.4

Note 7 - Stockholder Equity and Noncontrolling Interest | 12 Months Ended
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Dec. 31, 2025
Notes to Financial Statements |
Equity [Text Block] | NOTE 7: Stockholder Equity and Noncontrolling Interest 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 offered by the Forward Seller in connection with the forward sale agreements described below (including 1,500,000 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 11,500,000 shares of our common stock that was sold in the offering. On December 30, 2024, we physically settled 3,250,000 shares of our common stock that was sold in the offering at a weighted average price of $19.04 per share, and we received net proceeds of $61,882. On March 31, 2025, we physically settled 2,650,000 shares at a weighted average price of $18.89 per share and we received net proceeds of $50,059. On September 5, 2025, we amended the Forward Sale Agreements to extend the scheduled maturity date to December 31, 2025. On September 29, 2025, we physically settled 5,300,000 shares at a weighted average price of $19.06 per share and we received net proceeds of $101,003. On December 31, 2025, we net cash settled the remaining 300,000 shares of common stock at a weighted average price of $17.53 per share against a weighted average forward price of $19.01 per share, resulting in net proceeds to us of $446. All of the net proceeds were used to fund new acquisitions. As of December 31, 2025, no shares of our common stock remained to be settled under the Forward Sale Agreements. 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. 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 the ATM Program for the forward sale of an aggregate of 2,681,600 shares of our common stock at a weighted average price of $20.96 per share. On December 23, 2025, we net cash settled all 2,681,600 shares of common stock at a weighted average price of $16.81 per share against a weighted average forward price of $21.02 per share, resulting in net proceeds to us of $11,281. We used substantially all of the net proceeds to fund the repurchase of shares of common stock under our Stock Repurchase Program. As of December 31, 2025, approximately $342,400 remained available for issuance under our ATM Program. During the three months ended September 30, 2024, and December 31, 2024, we entered into forward sales transactions under the ATM Program for the forward sale of an aggregate of 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 net proceeds of $50,106. As of December 31, 2024, approximately $399,435 remained available for issuance under our ATM Program. 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 the repurchase of 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 of our common stock will depend on a number of factors, including the price and availability of our shares of common stock, 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 year ended December 31, 2025, we repurchased and retired 1,872,684 shares of common stock under our Stock Repurchase Program at a weighted average price of $16.00 per share at a total cost of $30,000. As of December 31, 2025, $220,000 in shares of our common stock remained authorized for repurchase under our Stock Repurchase Program. Our Board of Directors declared the following dividends in 2025:
|  |  |  |  |  |  |  | Dividend Declared |
Quarter |  | Declaration Date |  | Record Date |  | Payment Date |  | Per Share |
First quarter 2025 |  | March 10, 2025 |  | March 28, 2025 |  | April 21, 2025 |  | $ | 0.16 |
Second quarter 2025 |  | May 14, 2025 |  | June 27, 2025 |  | July 18, 2025 |  | $ | 0.17 |
Third quarter 2025 |  | September 8, 2025 |  | September 30, 2025 |  | October 24, 2025 |  | $ | 0.17 |
Fourth quarter 2025 |  | December 15, 2025 |  | December 31, 2025 |  | January 23, 2026 |  | $ | 0.17 |
Our Board of Directors declared the following dividends in 2024:
|  |  |  |  |  |  |  | Dividend Declared |
Quarter |  | Declaration Date |  | Record Date |  | Payment Date |  | 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 |
Noncontrolling Interest During 2025, no holders of IROP units exchanged units for shares of our common stock. As of December 31, 2025, 5,941,643 IROP units held by unaffiliated third parties were outstanding. 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. Our Board of Directors declared the following distributions on our operating partnership’s LP units during 2025:
|  |  |  |  |  |  |  | Dividend Declared |
Quarter |  | Declaration Date |  | Record Date |  | Payment Date |  | Per Share |
First quarter 2025 |  | March 10, 2025 |  | March 28, 2025 |  | April 21, 2025 |  | $ | 0.16 |
Second quarter 2025 |  | May 14, 2025 |  | June 27, 2025 |  | July 18, 2025 |  | $ | 0.17 |
Third quarter 2025 |  | September 8, 2025 |  | September 30, 2025 |  | October 24, 2025 |  | $ | 0.17 |
Fourth quarter 2025 |  | December 15, 2025 |  | December 31, 2025 |  | January 23, 2026 |  | $ | 0.17 |
Our Board of Directors declared the following distributions on our operating partnership’s LP units during 2024:
|  |  |  |  |  |  |  | Dividend Declared |
Quarter |  | Declaration Date |  | Record Date |  | Payment Date |  | 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 |

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