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Stockholders' Equity | 3 Months Ended
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Mar. 31, 2024
Stockholders' Equity Note [Abstract] |
Stockholders' Equity | Stockholders’ Equity (a) Preferred Stock 7.50% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”) On April 15, 2013, the Company completed the issuance of 8.0 million shares of its Series B Preferred Stock with a par value of $0.01 per share, and a liquidation preference of $25.00 per share plus accrued and unpaid dividends, in an underwritten public offering. The Company’s Series B Preferred Stock is entitled to receive a dividend at a rate of 7.50% per year on the $25.00 liquidation preference before the Company’s common stock is paid any dividends and is senior to the Company’s common stock with respect to distributions upon liquidation, dissolution or winding up. Dividends on the Series B Preferred Stock are payable quarterly in arrears on or about March 31, June 30, September 30 and December 31 of each year. The Series B Preferred Stock is redeemable at $25.00 per share plus accrued and unpaid dividends (whether or not authorized or declared), exclusively at the Company’s option. The Series B Preferred Stock generally does not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive). Under such circumstances, the Series B Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board of Directors (the “Board”), until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of the Series B Preferred Stock cannot be made without the affirmative vote of holders of at least 66 2/3% of the outstanding shares of Series B Preferred Stock. The following table presents cash dividends declared by the Company on its Series B Preferred Stock from January 1, 2023 through March 31, 2024:
Declaration Date |  | Record Date |  | Payment Date |  | Dividend Per Share
February 20, 2024 |  | March 5, 2024 |  | March 28, 2024 |  | $0.46875
November 21, 2023 |  | December 4, 2023 |  | December 29, 2023 |  | 0.46875
August 17, 2023 |  | September 5, 2023 |  | September 29, 2023 |  | 0.46875
May 22, 2023 |  | June 5, 2023 |  | June 30, 2023 |  | 0.46875
February 21, 2023 |  | March 6, 2023 |  | March 31, 2023 |  | 0.46875
6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) On February 28, 2020, the Company amended its charter through the filing of articles supplementary to reclassify 12,650,000 shares of the Company’s authorized but unissued common stock as shares of the Company’s Series C Preferred Stock. On March 2, 2020, the Company completed the issuance of 11.0 million shares of its Series C Preferred Stock with a par value of $0.01 per share, and a liquidation preference of $25.00 per share plus accrued and unpaid dividends, in an underwritten public offering. The total net proceeds the Company received from the offering were approximately $266.0 million, after deducting offering expenses and the underwriting discount. The Company’s Series C Preferred Stock is entitled to receive dividends (i) from and including the original issue date to, but excluding, March 31, 2025, at a fixed rate of 6.50% per year on the $25.00 liquidation preference and (ii) from and including March 31, 2025, at a floating rate equal to three-month London Interbank Offered Rate (“LIBOR”) plus a spread of 5.345% per year of the $25.00 per share liquidation preference before the Company’s common stock is paid any dividends, and is senior to the Company’s common stock with respect to distributions upon liquidation, dissolution or winding up. In light of the discontinuance of the publication of three-month LIBOR after June 2023 and pursuant to the terms of the Series C Preferred Stock, the Company will, prior to March 31, 2025, appoint a calculation agent to select an industry accepted substitute or successor base rate to the three-month LIBOR rate. The calculation agent may also implement changes to the business day convention, the definition of business day, the dividend determination date, the interest rate spread and the method for obtaining the substitute or successor base rate, in a manner that is consistent with industry accepted practices. In March 2022, Congress enacted a federal statute that provides a safe harbor for those, like the calculation agent, that are contractually responsible for determining LIBOR replacements under certain circumstances, which the Company expects will apply to the Series C Preferred Stock. The Federal Reserve is required to promulgate rules under this statute which, once final, the Company expects will affect the selection of an industry accepted substitute or successor base rate under the terms of the Series C Preferred Stock. Although the Company has not yet appointed a calculation agent and a substitute or successor base rate has not yet been selected, the Company expects that three-month SOFR (Secured Overnight Financing Rate) will be the substitute or successor base rate to three-month LIBOR. Dividends on the Series C Preferred Stock are payable quarterly in arrears on or about March 31, June 30, September 30 and December 31 of each year. The Series C Preferred Stock is not redeemable by the Company prior to March 31, 2025, except under circumstances where it is necessary to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes and upon the occurrence of certain specified change in control transactions. On or after March 31, 2025, the Company may, at its option, subject to certain procedural requirements, redeem any or all of the shares of the Series C Preferred Stock for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date. The Series C Preferred Stock generally does not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive). Under such circumstances, the Series C Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board, until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of the Series C Preferred Stock cannot be made without the affirmative vote of holders of at least 66 2/3% of the outstanding shares of Series C Preferred Stock. The following table presents cash dividends declared by the Company on its Series C Preferred Stock from January 1, 2023 through March 31, 2024:
Declaration Date |  | Record Date |  | Payment Date |  | Dividend Per Share
February 20, 2024 |  | March 5, 2024 |  | March 28, 2024 |  | $0.40625
November 21, 2023 |  | December 4, 2023 |  | December 29, 2023 |  | 0.40625
August 17, 2023 |  | September 5, 2023 |  | September 29, 2023 |  | 0.40625
May 22, 2023 |  | June 5, 2023 |  | June 30, 2023 |  | 0.40625
February 21, 2023 |  | March 6, 2023 |  | March 31, 2023 |  | 0.40625
(b) Dividends on Common Stock The following table presents cash dividends declared by the Company on its common stock from January 1, 2023 through March 31, 2024:
Declaration Date |  | Record Date |  | Payment Date |  | Dividend Per Share |
March 7, 2024 |  | March 28, 2024 |  | April 30, 2024 |  | $0.35 | (1)
December 13, 2023 |  | December 29, 2023 |  | January 31, 2024 |  | 0.35 |
September 20, 2023 |  | October 2, 2023 |  | October 31, 2023 |  | 0.35 |
June 15, 2023 |  | June 30, 2023 |  | July 31, 2023 |  | 0.35 |
March 10, 2023 |  | March 31, 2023 |  | April 28, 2023 |  | 0.35 |
(1) At March 31, 2024, the Company had accrued dividends and dividend equivalents payable of $36.0 million related to the common stock dividend declared on March 7, 2024. (c) Discount Waiver, Direct Stock Purchase and Dividend Reinvestment Plan (“DRSPP”) On September 27, 2022, the Company filed a shelf registration statement on Form S-3 with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering common stock for sale through its DRSPP. Pursuant to Rule 462(e) under the Securities Act, this shelf registration statement became effective automatically upon filing with the SEC and registered an aggregate of 2.0 million shares of common stock. The Company’s DRSPP is designed to provide existing stockholders and new investors with a convenient and economical way to purchase shares of common stock through the automatic reinvestment of dividends and/or optional cash investments. At March 31, 2024, approximately 2.0 million shares of common stock remained available for issuance pursuant to the DRSPP shelf registration statement. The Company did not issue any shares pursuant to its DRSPP during the three months ended March 31, 2024. From the inception of the DRSPP in September 2003 through March 31, 2024, the Company issued 8,848,219 shares pursuant to the DRSPP, raising net proceeds of $290.8 million. (d) At-the-Market Offering Program On February 29, 2024, the Company entered into a distribution agreement pursuant to the terms of which the Company may offer and sell shares of its common stock having an aggregate gross sales price of up to $300.0 million, from time to time, through various sales agents in transactions deemed to be “at-the-market” offerings under federal securities laws (the “ATM Program”). The Company did not sell any shares of common stock through the ATM Program during the three months ended March 31, 2024. (e) Stock Repurchase Program On February 29, 2024, the Company announced its Board had authorized a new $200 million stock repurchase program with respect to the Company’s common stock, which will be in effect through the end of 2025. The Company's prior stock repurchase program, which was adopted in March 2022, had authorized the repurchase of up to $250 million of common stock and expired on December 31, 2023, with approximately $202.5 million remaining available at the date of expiration. The new stock repurchase program supersedes the prior stock repurchase program in its entirety. The stock repurchase program does not require the purchase of any minimum number of shares. The timing and extent to which the Company repurchases its shares will depend upon, among other things, market conditions, share price, liquidity, regulatory requirements and other factors, and repurchases may be commenced or suspended at any time without prior notice. Acquisitions under the stock repurchase program may be made in the open market, through privately negotiated transactions or block trades or other means, in accordance with applicable securities laws (including, in the Company’s discretion, through the use of one or more plans adopted under Rule 10b5-1 promulgated under the Exchange Act of 1934, as amended (the “Exchange Act”)). The Company did not repurchase any shares of its common stock during the three months ended March 31, 2024 and March 31, 2023. At March 31, 2024, $200 million remained available under the current authorization for the purchase of the Company’s common stock under the stock repurchase program. (f) Accumulated Other Comprehensive Income/(Loss) The following table presents changes in the balances of each component of the Company’s AOCI for the three months ended March 31, 2024:
|  | Three Months Ended March 31, 2024 |  |
(In Thousands) |  | Net Unrealized Gain/(Loss) on AFS Securities |  | Net Unrealized Gain/(Loss) on Financing Agreements (1) |  | Total AOCI |  |  |  |  |  |
Balance at beginning of period |  | $ | 17,698 |  |  | $ | — |  |  | $ | 17,698 |  |  |  |  |  |  |
OCI before reclassifications |  | 1,828 |  |  | — |  |  | 1,828 |  |  |  |  |  |  |
Amounts reclassified from AOCI |  | — |  |  | — |  |  | — |  |  |  |  |  |  |
Net OCI during the period (2) |  | 1,828 |  |  | — |  |  | 1,828 |  |  |  |  |  |  |
Balance at end of period |  | $ | 19,526 |  |  | $ | — |  |  | $ | 19,526 |  |  |  |  |  |  |
(1)Net Unrealized Gain/(Loss) on Financing Agreements at Fair Value due to changes in instrument-specific credit risk. (2) For further information regarding changes in OCI, see the Company’s consolidated statements of comprehensive income/(loss). The following table presents changes in the balances of each component of the Company’s AOCI for the three months ended March 31, 2023:
|  | Three Months Ended March 31, 2023 |  |
(In Thousands) |  | Net Unrealized Gain/(Loss) on AFS Securities |  | Net Unrealized Gain/(Loss) on Financing Agreements (1) |  | Total AOCI |  |  |  |  |  |
Balance at beginning of period |  | $ | 21,341 |  |  | $ | — |  |  | $ | 21,341 |  |  |  |  |  |  |
OCI before reclassifications |  | (1,116) |  |  | — |  |  | (1,116) |  |  |  |  |  |  |
Amounts reclassified from AOCI |  | — |  |  | — |  |  | — |  |  |  |  |  |  |
Net OCI during the period (2) |  | (1,116) |  |  | — |  |  | (1,116) |  |  |  |  |  |  |
Balance at end of period |  | $ | 20,225 |  |  | $ | — |  |  | $ | 20,225 |  |  |  |  |  |  |
(1) Net Unrealized Gain/(Loss) on Financing Agreements at Fair Value due to changes in instrument-specific credit risk. (2) For further information regarding changes in OCI, see the Company’s consolidated statements of comprehensive income/(loss).

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