−Removed: Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities.
+Added: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
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Stock Price Performance Graph
−Removed: Set forth below is a line graph comparing the cumulative total stockholder return on the Company’s Common Stock, based on the market price of the Common Stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts All Equity REITs Index (“FTSE NAREIT All Equity REITs”) and the Standard & Poor’s 500 Index (“S&P 500”) for the period commencing November 15, 2021 and ending December 31, 2021.
+Added: Set forth below is a line graph comparing the cumulative total stockholder return on the Company’s common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the Russell 2000 Index and the FTSE National Association of Real Estate Investment Trusts All Equity Office REITs Index (“FTSE Nareit All Equity Office REITs Index”) for the period commencing November 15, 2021 and ending December 31, 2022.
The graph assumes an investment of $100 on November 15, 2021.
−Removed: The graph above and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
+Added: The Company has chosen to replace the market and industry indexes used in the prior year performance graph, the Standard & Poor’s 500 Index (“S&P 500”) and the FTSE National Association of Real Estate Investment Trusts All Equity REIT Index (“FTSE Nareit All Equity REITs Index”).
+Added: The Russell 2000 Index and the FTSE Nareit All Equity Office REITs Index were chosen to replace the S&P 500 Index and the FTSE Nareit All Equity REITs Index because we believe they provide better comparisons and benchmarks against which to measure our stock performance.
+Added: Moreover, the Company is a constituent of the Russell 2000 Index, but the Company is not a constituent of the S&P 500 Index.
+Added: While the Company is a constituent of both the FTSE Nareit All Equity REITs Index and the FTSE Nareit All Equity Office REITs Index, the FTSE Nareit All Equity Office REITs Index was selected because its constituent companies are limited to office REITs, whereas the FTSE Nareit All Equity REITs Index includes all equity REITs.
+Added: Because applicable regulations require that under these circumstances both the new and old index be shown, the line graph below also includes the S&P 500 Index and the FTSE Nareit All Equity REITs Index.
+Added: We will not include the S&P 500 Index or the FTSE Nareit All Equity REITs Index in the line graph next year.
+Added: The graph above and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
In addition, the stock price performance in the graph above is not indicative of future stock price performance.
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Our future distributions may vary and will be determined by the Company’s Board of Directors based upon the circumstances prevailing at the time, including our financial condition, operating results, estimated taxable income and REIT distribution requirements, and may be adjusted at the discretion of the Board of Directors.
−Removed: On March 22, 2022, the Company’s Board of Directors declared a quarterly dividend of $0.10 per share for the first quarter of 2022, payable on April 15, 2022, to stockholders of record as of March 31, 2022.
+Added: The Company’s Board of Directors declared a quarterly dividend of $0.10 per share for each of the four quarters of 2022.
As of March 3, 2023, the Company had approximately 10,164 stockholders of record of its common stock.
Recent Sales of Unregistered Securities
−Removed: The Company was initially capitalized on July 15, 2021 with the issuance of 100,000 shares of the Company’s common stock to Realty Income for a total of $1,000.
−Removed: In connection with the Separation and the Distribution, on November 10, 2021, the Company issued 56,525,650 additional shares of the Company’s common stock to Realty Income, such that Realty Income owned 56,625,650 shares of the Company’s common stock.
−Removed: The issuances of this common stock were exempt from registration pursuant to Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.
−Removed: On November 12, 2021, in connection with the entry into the LLCA, as defined in the MD&A Overview, the Company granted certain affiliates of the Arch Street Partner warrants to purchase up to 1,120,000 shares of the Company’s common stock.
−Removed: See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Equity” for further information regarding the terms of the Arch Street Warrants.
−Removed: The issuance of such warrants was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering.
+Added: Issuer Repurchases of Equity Securities
+Added: On November 1, 2022, the Company’s Board of Directors authorized the repurchase of up to $50.0 million of the Company’s outstanding common stock until December 31, 2025, as market conditions warrant (the “Share Repurchase Program”).
+Added: Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated stock repurchase transactions, or other methods of acquiring shares in accordance with applicable securities laws and other legal requirements.
+Added: The Share Repurchase Program does not obligate the Company to make any repurchases at a specific time or in a specific situation.
+Added: Repurchases are subject to prevailing market conditions, the trading price of the Company’s common stock, the Company’s liquidity needs, financial performance and other conditions.
+Added: Shares of common stock repurchased by the Company under the Share Repurchase Program, if any, will be returned to the status of authorized but unissued shares of common stock.
+Added: The Company did not purchase any shares under the Share Repurchase Program during the three months ended December 31, 2022, and it has not purchased any shares under the Share Repurchase Program through March 8, 2023.
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.