What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-14 compared with 2023-03-10 · 51 added, 26 removed, 103 unchanged (43% of the section changed)

3 unchanged sentences

Distributions and Our Distribution Policy

The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock, 8.25% Series D Cumulative Preferred Stock, Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for the quarters ending March 30, 2022, June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023 in amounts that such holders of our preferred stock are entitled to received.

We did not pay dividends on our common stock in fiscal years 2020 and 2021.

In March 2022, the board of directors approved an update to our previously announced dividend policy for 2022 to revise our then-expectation to pay a quarterly dividend of $0.01 per share of common stock during 2022.

Our board of directors declared a quarterly cash dividend of $0.01 per diluted share for the Company’s common stock for the quarters ended March 30, 2022, June 30, 2022 and September 30, 2022.

On December 8, 2022, our board of directors increased the quarterly cash dividend from $0.01 per diluted share to $0.05 per diluted share beginning with the Company’s common stock dividend for the fourth quarter of 2022 and approved the Company’s dividend policy for 2023.

The board of directors declared cash dividends on the Company’s 5.5% Series B Cumulative Convertible Preferred Stock, 8.25% Series D Cumulative Preferred Stock, Series E Redeemable Preferred Stock and Series M Redeemable Preferred Stock for each quarter of 2023 in amounts that such holders of our preferred stock are entitled to receive.

Our board of directors declared quarterly cash dividends of $0.05 per diluted share for the Company’s common stock for each quarter of 2023.

On December 5, 2023, our board of directors approved the Company’s dividend policy for 2024.

The Company expects to pay a quarterly cash dividend of $0.05 per share for the Company’s common stock for 2024, or $0.20 per share on an annualized basis.

The approval of our dividend policy does not commit our board of directors to declare future dividends with respect to any quantity or the amount thereof.

The board will continue to review its dividend policy on a quarter-to-quarter basis.

The board of directors will continue to review its dividend policy on a quarter-to-quarter basis.

To qualify as a REIT, we must distribute to our stockholders an amount at least equal to:

9 unchanged sentences

Characterization of Distributions

For income tax purposes, distributions paid consist of ordinary income or capital gains.

For income tax purposes, distributions paid consist of ordinary income, capital gains, return of capital or a combination thereof.

Distributions paid per share were characterized as follows:

3 unchanged sentences

Ordinary taxable dividend $ — — % $ 0.0300 100.0000 % $ — — %

100.0000 % $ — — % $ — — %

Capital gain distribution — — % —

2 unchanged sentences

Total $ 0.2000 (1)

100.0000 % $ 0.0300 (1)

100.0000 % $ — — %

Preferred Stock – Series B:

Ordinary taxable dividend $ 0.1781 12.9534 % $ 1.3752 100.0000 % $ — — %

100.0000 % $ — — % $ — — %

Capital gain distribution — — % — — % — — %

Unrecaptured 1250 gain — — % — — % — — %

Return of capital — — 1.3752 (1)

2023 2022 2021

Amount % Amount % Amount %

Return of capital $ 1.1971 87.0466 % — — % $ 1.3752 100.0000 %

Total $ 1.3752 (1)

100.0000 % $ 1.3752 (1)

Preferred Stock – Series D:

Ordinary taxable dividend $ 0.2672 12.9534 % $ 2.0624 100.0000 % $ — — %

100.0000 % $ — — % $ — — %

Capital gain distribution — — % — — % — — %

1 unchanged sentence

Return of capital $ 1.7952 87.0466 % — — % $ 2.0624 100.0000 %

100.0000 2.0624 (1)

Total $ 2.0624 (1)

100.0000 % $ 2.0624 (1)

Preferred Stock – Series E:

Ordinary taxable dividend $ 0.2476 12.9534 % $ 1.9732 100.0000 % — — %

Capital gain distribution — — % — — % — — %

Unrecaptured 1250 gain — — % — — % — — %

Return of capital $ 1.6637 87.0466 % — — % $ 0.8330 100.0000 %

Total $ 1.9113 (1) (3)

100.0000 % $ 1.9732 (1) (2)

100.0000 % $ 0.8330 (1)

Preferred Stock – Series M (CUSIP #10482B705):

Ordinary taxable dividend $ 0.2701 12.9534 % $ 2.0621 100.0000 % $ — — %

Capital gain distribution — — % — — % — — %

2 unchanged sentences

Total $ 2.0853 (1) (3)

100.0000 % $ 2.0621 (1) (2)

100.0000 % $ 0.6832 (1)

Preferred Stock – Series M (CUSIP #10482B887):

Ordinary taxable dividend $ 0.2693 12.9534 % $ 2.0538 100.0000 % $ — — %

Capital gain distribution — — % — — % — — %

Unrecaptured 1250 gain — — % — — % — — %

Return of capital $ 1.8098 87.0466 % — — % $ 0.6832 100.0000 %

Total $ 2.0791 (1) (3)

100.0000 % $ 2.0538 (1) (2)

100.0000 % $ 0.6832 (1)

Preferred Stock – Series M (CUSIP #10482B796):

Ordinary taxable dividend $ 0.2685 12.9534 % $ 1.8788 100.0000 % $ — — %

Capital gain distribution — — % — — % — — %

2 unchanged sentences

Total $ 2.0728 (1) (3)

100.0000 % $ 1.8788 (1) (2)

100.0000 % $ — — %

Preferred Stock – Series M (CUSIP 10482B861)

Ordinary taxable dividend $ 0.2677 12.9534 % — — % $ — — %

Capital gain distribution — — % — — % — — %

Unrecaptured 1250 gain — — % — — % — — %

Return of capital $ 1.7989 87.0466 % — — % — — %

Total $ 2.0666 (1) (3)

100.0000 % $ — — % $ — — %

Preferred Stock – Series M (CUSIP 10482B770)

Ordinary taxable dividend $ 0.2669 12.9534 % — — % $ — — %

Capital gain distribution — — % — — % — — %

2 unchanged sentences

Total $ 2.0603 (1) (3)

Preferred Stock – Series M (CUSIP #10482B796, 10482B861, 10482B770 and 10482B846):

100.0000 % $ — — % $ — — %

Preferred Stock – Series M (CUSIP 10482B846)

Ordinary taxable dividend $ 0.2661 12.9534 % — — % $ — — %

Capital gain distribution — — % — — % — — %

Unrecaptured 1250 gain — — % — — % — — %

Return of capital $ 1.7879 87.0466 % — — % — — %

Total $ 2.0540 (1) (3)

100.0000 % $ — — % $ — — %

Preferred Stock – Series M (CUSIP 10482B820)

Ordinary taxable dividend $ 0.2433 12.9534 % — — % $ — — %

Capital gain distribution — — % — — % — — %

3 unchanged sentences

100.0000 % $ — — % $ — — %

(1) The fourth quarter 2019 distributions paid January 15, 2020 to stockholders of record as of December 31, 2019 are treated as 2020 distributions for tax purposes.

____________________

(1) The fourth quarter 2020 distributions paid January 15, 2021 to stockholders of record as of December 31, 2020 are treated as 2021 distributions for tax purposes.

1 unchanged sentence

The distributions paid January 17, 2023 to stockholders of record as of December 30, 2022 are treated as 2023 distributions for tax purposes.

The fourth quarter 2023 distributions paid January 16, 2024 to stockholders of record as of December 29, 2023 are treated as 2024 distributions for tax purposes.

(2) Distributions per share reflects the annual rate per share for distributions reportable in 2022.

(3) Distributions per share reflects the annual rate per share for distributions reportable in 2023.

Equity Compensation Plan Information

7 unchanged sentences

Equity compensation plans not approved by security holders None N/A None

Total 972,728 N/A 1,469,068

Total 848,168

N/A 1,613,606

____________________

2 unchanged sentences

(2) As of December 31, 2023, approximately 1,613,606 shares of our common stock, or securities convertible into approximately 1.6 million shares of our common stock, remained available for issuance under our 2013 Equity Incentive Plan.

On February 23, 2021, the board of directors terminated the Advisor Equity Incentive Plan.

1.6 million shares of common stock reserved pursuant with the Advisor Incentive Plan were never utilized (and no shares were ever issued thereunder).

Following the termination of the Advisor Equity Incentive Plan, no shares may be issued thereunder.

Purchases of Equity Securities by the Issuer

2 unchanged sentences

During the year ended December 31, 2023, we repurchased 3.9 million shares of our common stock for approximately $18.9 million.

Subsequent to December 31, 2022, the Company repurchased approximately 3.9 million shares of its common stock for approximately $18.9 million.

The Company repurchased approximately 5.4 million shares of its common stock for approximately $25.0 million and has completed the $25.0 million repurchase authorization.

As of December 31, 2023, the Company has completed the $25.0 million repurchase authorization.

The following table provides the information with respect to purchases of our common stock during each of the months in the quarter ended December 31, 2023:

2 unchanged sentences

October 1 to October 31 — $ — —

— $ 50,000,000

November 1 to November 30 — $ — —

— $ 50,000,000

December 1 to December 31 — $ — —

$ 4.04 1,511,044 $ 18,897,710

Total — $ — —

__________________

(1) Includes 13,302 shares in December that were withheld to cover tax-withholding requirements related to the vesting of restricted shares of our common stock issued to employees of our advisor pursuant to the Company’s stockholder-approved stock incentive plan.

(2) There is no cost associated with the forfeiture of restricted shares of 12,597 and 342 of our common stock in October and November, respectively.

Performance Graph

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity