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Item 5. Market for Registrant’s Common Equity

2023-02-24 compared with 2022-02-23 · 20 added, 43 removed, 45 unchanged (58% of the section changed)

11 unchanged sentences

However, a portion of our common stock dividends may, from time to time, be characterized as capital gains or return of capital.

For the year ended December 31, 2021, the portion of our common stock dividends that was deemed to be a return of capital was $0.2628 per share of common stock.

For the year ended December 31, 2020, the portion of our common stock dividends that was deemed to be a return of capital was $0.05 per share of common stock.

For the year ended December 31, 2019, the portion of our common stock dividends that were deemed to be capital gains were $0.1672 per share of common stock.

For the year ended December 31, 2022, the portion of our common stock dividends paid during the year deemed to be a return of capital was $1.76 per share of common stock.

For the year ended December 31, 2021, the portion of our common stock dividends paid during the year deemed to be a return of capital was $1.0512 per share of common stock.

For the year ended December 31, 2020, the portion of our common stock dividends paid during the year deemed to be a return of capital was $0.20 per share of common stock.

(For additional dividend information, see Notes 10(a) and 10(b) to the consolidated financial statements, included under Item 8 of this Annual Report on Form 10-K.)

9 unchanged sentences

2021 December 14, 2021 December 31, 2021 January 31, 2022 $0.440 (3)(4)

August 6, 2020 September 30, 2020 October 30, 2020 0.050

September 15, 2021 September 30, 2021 October 29, 2021 0.400 (3)

June 15, 2021 June 30, 2021 July 30, 2021 0.400 (3)

March 12, 2021 March 31, 2021 April 30, 2021 0.300 (3)

(1) At December 31, 2022, we had accrued dividends and dividend equivalents payable of $35.8 million related to the common stock dividend declared on December 14, 2022.

This dividend will be considered taxable income to the recipient in 2022.

This dividend will be subject to taxation for the recipient in 2023.

For more information see our 2022 Dividend Tax Information on our website.

(2) The $0.44 per share dividend declared on March 11, 2022, has been adjusted to reflect our one-for-four reverse stock split effected on April 4, 2022 (the “Reverse Stock Split”);

the amount actually paid in respect of such dividend was $0.11 per share, which was based on the pre-split number of shares held by stockholders at the record date for such dividend (March 22, 2022).

(3) The $0.44, $0.40, $0.40 and $0.30 per share dividend amounts for the three months ended December 31, 2021, September 30, 2021, June 30, 2021 and March 31, 2021, respectively, have been adjusted to reflect the Reverse Stock Split;

the dividends actually paid in respect of such dividends were $0.11, $0.10, $0.10 and $0.075 per share, respectively, which were based on the pre-split number of shares held by stockholders at the record dates for such dividends (December 31, 2021, September 30, 2021, June 30, 2021, and March 31, 2021, respectively).

(4) At December 31, 2021, we had accrued dividends and dividend equivalents payable of $47.8 million related to the common stock dividend declared on December 14, 2021.

3 unchanged sentences

Dividends are declared and paid at the discretion of our Board and depend on our cash available for distribution, financial condition, ability to maintain our qualification as a REIT, and such other factors that our Board may deem relevant.

(See Part I, Item 1A., “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on

Form 10-K, for information regarding the sources of funds used for dividends and for a discussion of factors, if any, which may adversely affect our ability to pay dividends.)

(See Part I, Item 1A., “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K, for information regarding the sources of funds used for dividends and for a discussion of factors, if any, which may adversely affect our ability to pay dividends.)

Purchases of Equity Securities

On November 2, 2020, our Board authorized a stock repurchase program under which we may repurchase up to $250 million of our common stock through the end of 2022.

The Board’s authorization replaces the authorization under our existing stock repurchase program that was adopted in December 2013, which authorized us to repurchase up to 10 million shares of common stock and under which approximately 6.6 million shares remained available for repurchase.

On March 11, 2022, our Board authorized a stock repurchase program under which we may repurchase up to $250 million of our common stock through the end of 2023.

The Board’s authorization superseded and replaced the authorization under our prior stock repurchase program that had been adopted in November 2020, which also authorized us to repurchase up to $250 million.

The stock repurchase program does not require the purchase of any minimum number of shares.

3 unchanged sentences

As of December 31, 2022, we were permitted to purchase an additional $202.5 million of our common stock under our stock repurchase program.

In addition, we have repurchased 7,870,658 shares of our common stock through the stock repurchase program in the first quarter of 2022 through February 18, 2022, through the use of a plan adopted under Rule 10b5-1 promulgated under the Exchange Act.

The following table presents information with respect to (i) shares of common stock repurchased by us under the stock repurchase program and (ii) restricted shares withheld (under the terms of grants under our Equity Compensation Plan (or Equity Plan)) to offset tax withholding obligations that occur upon the vesting and release of restricted stock awards and/or restricted stock units (or RSUs) and (iii) approximate dollar value for repurchase under the stock repurchase program during the fourth quarter of 2021:

Purchased (1)

Average Price

Total Number of

Shares Repurchased as

Part of Publicly

Repurchase Program

or Employee Plan Approximate Dollar Value that May Yet be

Purchased Under the

Repurchase Program or

Employee Plan

October 1-31, 2021:

Shares Repurchased (3)

— $ — — $ 117,696,744

November 1-30, 2021:

Shares Repurchased (3)

5,416,070 $ 4.42 5,416,070 $ 93,838,258

December 1-31, 2021:

Shares Repurchased (3)

3,079,195 4.42 3,079,195 $ 80,264,989

Total Shares Repurchased (3)

8,495,265 $ 4.42 8,495,265 $ 80,264,989

Employee Transactions (4)

— $ — N/A N/A

(1) The Board authorized our stock repurchase program on November 2, 2020, under which we may repurchase up to $250 million of our common stock through the end of 2022.

(2) Includes brokerage commissions.

(3) As of December 31, 2021, we had repurchased an aggregate approximate dollar value of $169.7 million under the stock repurchase program.

(4) Our Equity Plan provides that the value of the shares delivered or withheld be based on the price of our common stock on the date the relevant transaction occurs.

We engaged in no share repurchase activity during the fourth quarter of 2022 pursuant to the stock repurchase program nor did we withhold any restricted shares (under the terms of grants under our Equity Compensation Plan (or Equity Plan)) to

offset tax withholding obligations that occur upon the vesting and release of restricted stock awards and/or restricted stock units (or RSUs).

Discount Waiver, Direct Stock Purchase and Dividend Reinvestment Plan

7 unchanged sentences

At-the-Market Offering Program

On August 16, 2019, we entered into a three-year distribution agreement under the terms of which we may offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million (or the ATM Shares), from time to time, through various sales agents, pursuant to an at-the-market equity offering program (or the ATM Program).

Sales of the ATM Shares, if any, may be made in negotiated transactions or by transactions that are deemed to be “at-the-market” offerings, as defined in Rule 415 under the 1933 Act, including sales made directly on the NYSE or sales made to or through a market maker other than an exchange.

The sales agents are entitled to compensation of up to two percent of the gross sales price per share for any shares of common stock sold under the distribution agreement.

During the years ended December 31, 2021 and 2020, we did not sell any shares of common stock through the ATM Program.

At December 31, 2021, approximately $390.0 million remained outstanding for future offerings under this program.

On August 16, 2019, we entered into a three-year distribution agreement under the terms of which we had the ability to offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million (or the ATM Shares), from time to time, through various sales agents, pursuant to an at-the-market equity offering program (or the ATM Program).

Sales of the ATM Shares, if any, were made in negotiated transactions or by transactions that are deemed to be “at-the-market” offerings, as defined in Rule 415 under the 1933 Act, including sales made directly on the NYSE or sales made to or through a market maker other than an exchange.

The sales agents were entitled to compensation of up to two percent of the gross sales price per share for any shares of common stock sold under the distribution agreement.

During the years ended December 31, 2022 and 2021, we did not sell any shares of common stock through the ATM Program and the ATM Program expired in August, 2022.

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