{"url_path":"/sec/cik-0001745032/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1745032/0001104659-26-062807-index.html","accession_number":"0001104659-26-062807","cik":"0001745032","ticker":null,"issuer_name":"Lodging Fund REIT III, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1745032/0001104659-26-062807-index.html","primary_entity_key":"0001745032","primary_entity_name":"Lodging Fund REIT III, Inc."},"word_count":4380,"has_tables":true,"body_markdown":"Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.\n\nMarket Information\n\nNo public market currently exists for our shares of common stock, and we currently have no plans to list our shares on a national securities exchange.\n\nShare Valuation\n\nWe are not required to establish an updated net asset value of the Company (“Company NAV”) or an estimated net asset value per share (“Share NAV”) in accordance with FINRA Rules 5110 and 2231 as we are not conducting any public offering of our shares. The initial Share NAV was $10.00, the price at which we offered our shares in the Offering from the inception of the Offering through December 31, 2022, which was determined by our board of directors and bears no relationship to any established criteria of value such as book value or earnings per share, is not based on our past earnings, and does not reflect current market value for our assets. Our board of directors approved a revised Company NAV as of December 31, 2022, and a Share NAV of $10.57 per share effective January 6, 2023, determined by dividing the Company NAV by the number of then-outstanding shares of the Company’s common stock. The Company NAV and Share NAV were determined by our board of directors taking into account appraisals of the Company’s real estate properties and other factors deemed relevant to our board of directors. The Advisor administers our valuation policy and is responsible for the oversight of the valuation process, including the review and approval of the valuation and appraisal processes and methodologies used to determine our Company NAV and Share NAV, the consistency of the valuation and appraisal methodologies with real estate industry standards and practices, and the reasonableness of the assumptions used in the valuations and appraisals.\n\nAt any time that a new Company NAV is calculated as provided above prior to the termination of the Offering, we intend to adjust the Offering price of the shares in an amount equal to the Company NAV divided by the number of outstanding shares. Our board of directors will determine a new Share NAV at such times and in conjunction with our determination of the Company NAV, and we will report the new Share NAV to our stockholders.\n\nEquity Compensation Plans\n\nOur board of directors has approved the adoption of a phantom stock plan (the “Phantom Stock Plan”) for the Company. However, the specific terms of the Phantom Stock Plan have not yet been determined and approved by our board. We intend for the shares designated pursuant to the Phantom Stock Plan (the “Phantom Shares”) to be allocated to the Advisor, the TRS subsidiaries and NHS for distribution of the proceeds to their respective employees and service providers in accordance with their compensation plans, however, Corey Maple, Norman Leslie and Samuel Montgomery will not receive any Phantom Shares pursuant to the Phantom Stock Plan.\n\nStockholder Information\n\nAs of the date of this filing, we had 10,017,042 shares of our common stock outstanding, held by a total of 1,364 stockholders.\n\n41\n\n[Table of Contents](#TOC)\n\nDistribution Information\n\nDuring our Offering, when we may raise capital more quickly than we acquire income-producing assets, and from time to time after the Offering, we may not pay distributions solely from our cash flow from operating activities, in which case distributions may be paid in whole or in part from proceeds from the Offering or debt financing.\n\n​\n\nDistributions declared and distributions paid during 2025 and 2024, aggregated by quarter, are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Distribution**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Distributions**\n\n​\n\n**Declared Per**\n\n​\n\n**Distributions Paid **(3)\n\n**Period**\n\n  ​ ​ ​\n\n**Declared **(1)\n\n  ​ ​ ​\n\n**Share **(1) (2)\n\n  ​ ​ ​\n\n**Cash**\n\n  ​ ​ ​\n\n**Reinvested**\n\n  ​ ​ ​\n\n**Total**\n\nFirst Quarter 2025\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nSecond Quarter 2025\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nThird Quarter 2025\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nFourth Quarter 2025\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Distribution**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Distributions**\n\n​\n\n**Declared Per**\n\n​\n\n**Distributions Paid **(3)\n\n​\n\n​\n\n**Declared **(1)\n\n​\n\n**Share **(1) (2)\n\n​\n\n**Cash**\n\n  ​ ​ ​\n\n**Reinvested**\n\n  ​ ​ ​\n\n**Total**\n\nFirst Quarter 2024\n\n​\n\n$\n\n306,065\n\n​\n\n$\n\n0.029\n\n​\n\n$\n\n903,061\n\n​\n\n$\n\n109,218\n\n​\n\n$\n\n1,012,279\n\nSecond Quarter 2024\n\n​\n\n​\n\n1,181,705\n\n​\n\n​\n\n0.113\n\n​\n\n​\n\n820,706\n\n​\n\n​\n\n176,589\n\n​\n\n​\n\n997,295\n\nThird Quarter 2024\n\n​\n\n​\n\n876,877\n\n​\n\n​\n\n0.083\n\n​\n\n​\n\n1,192,192\n\n​\n\n​\n\n193,549\n\n​\n\n​\n\n1,385,741\n\nFourth Quarter 2024\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(1,162)\n\n​\n\n​\n\n1,162\n\n​\n\n​\n\n—\n\n​\n\n​\n\n$\n\n2,364,648\n\n​\n\n$\n\n0.225\n\n​\n\n$\n\n2,914,797\n\n​\n\n$\n\n480,518\n\n​\n\n$\n\n3,395,315\n\n(1)No distributions were declared for the period of January 1, 2024 through February 29, 2024. Distributions for the period from March 1, 2024 through August 31, 2024 were payable to each stockholder as 100% in cash. No distributions were declared for the period of September 1, 2024 through December 31, 2025\n\n(2)Assumes share was issued and outstanding each day that was a record date for distributions during the period presented.\n\n(3)In general, distributions for all record dates of a given month during such period are paid on or about the tenth day of the following month. No distributions were declared for the period of January 1, 2024 through February 29, 2024, but resumed for the period of March 1, 2024 through August 31 2024. No distributions were declared for the period of September 1, 2024 through December 31, 2025\n\n​\n\nFor the year ended December 31, 2025, we paid no distributions. For the year ended December 31, 2024, we paid aggregate distributions of $3.4 million, including $2.9 million of distributions paid in cash and $0.5 million of distributions reinvested through our dividend reinvestment plan. Our net loss for the years ended December 31, 2025 and 2024, was $34.4 million and $29.9 million, respectively. Net cash flows used in operations for the years ended December 31, 2025 and 2024, were $3.7 million and $0.9 million, respectively. We funded 100% of our distributions paid, which includes cash distributions and distributions reinvested by stockholders, with proceeds from the Offering.\n\nTo the extent that we pay distributions from sources other than our cash flows from operating activities, we will have less funds available for the acquisition of real estate investments, the overall return to our stockholders may be reduced, and subsequent investors will experience dilution.\n\nGoing forward we expect our board of directors to continue to authorize and declare distributions, if at all, based on daily record dates. Distributions will be determined by our board of directors based on our financial condition and such other factors as our board of directors deems relevant, and may be paid in cash or in shares pursuant to the DRIP. Our board of directors has not pre-established a percentage rate of return for cash distributions or stock distributions to stockholders. We have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders.\n\n42\n\n[Table of Contents](#TOC)\n\nUnregistered Sales of Equity Securities\n\nInitial Offering\n\nOn June 1, 2018, we commenced an offering (the “Offering”) of up to $100,000,000 in shares of our common stock, which amount was increased to $150,000,000 in shares of our common stock in December 2021. We are offering these securities in reliance upon exemptions from the registration requirements provided by Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act relating to sales not involving any public offering. The securities are being offered and sold only to purchasers who are “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act, and without the use of general solicitation, as that concept is embodied in Regulation D. In addition to sales of common stock for cash, we have adopted a dividend reinvestment plan, which permits stockholders to reinvest their distributions back into the Company. Except as otherwise provided in the offering memorandum, we are currently offering the shares in the private offering at an offering price of $10.57 per share, with shares purchased in our dividend reinvestment plan at an offering price of $10.04 per share. During the year ended December 31, 2025, we sold 4,568 shares of common stock in the private offering, resulting in gross offering proceeds of $48,280. During the year ended December 31, 2025, aggregate selling commissions of $7,964 and marketing and diligence allowances and other wholesale selling costs and expenses of $1.3 million were paid in connection with the private offering. During the year ended December 31, 2024, aggregate selling commissions of $1,101 and marketing and diligence allowances and other wholesale selling costs and expenses of $1.6 million were paid in connection with the private offering.\n\nGO II Units Offering\n\nOn April 7, 2023, the Operating Partnership commenced a private placement offering of its Series GO II LP Units, with a maximum offering of $30,000,000, which could be increased to $60,000,000 in the sole discretion of LF REIT III as the General Partner of the Operating Partnership, (the “GO II Unit Offering”) to accredited investors only, pursuant to a confidential private placement memorandum exempt from registration under the Securities Act of 1933, as amended. The Series GO II LP Units are being offered until the earlier of (i) the sale of $30,000,000 in Series GO II LP Units (which could be increased to $60,000,000 in the Company’s sole discretion), (ii) March 31, 2024, which date may be extended for two 1-year extensions until March 31, 2026 in the sole discretion of the Operating Partnership or (iii) the Operating Partnership terminates the GO II Unit Offering at an earlier date in its sole discretion. On March 24, 2025, our board of directors extended the term of the GO II Unit Offering to March 31, 2026. The Operating Partnership is offering these securities in reliance upon exemptions from the registration requirements provided by Section 4(2) of the Securities Act and Regulation D under the Securities Act relating to sales not involving any public offering. The securities are being offered and sold only to purchasers who are “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act, and without the use of general solicitation, as that concept is embodied in Regulation D. Subject to restrictions on ownership in order to comply with rules governing real estate investment trusts and the terms of the partnership agreement of the Operating Partnership, each holder of Series GO II LP Units (a “Series GO II Limited Partner”) will have the right to exchange its Series GO II LP Units for, at the option of the Operating Partnership, an equivalent number of shares of common stock of the Company (“Common Shares”), or cash equal to the fair market value of the Common Shares (the “Cash Amount”) which would have otherwise been received pursuant to such exchange; provided, however, that until such time as the Series GO II LP Units have been allocated Net Income (including book-up income) such that their positive Capital Account balance is equal to the net asset value of the Company’s shares of common stock (the “Share NAV”), the exchange right will be limited and the Series GO II Limited Partners will only be entitled to receive a pro rata portion of a REIT Share equal to the positive Capital Account balance of the Series GO II LP Unit divided by the Share NAV. The exchange right is not available until all of the following have occurred (the “Exchange Date”): (i) the Common Shares are listed on a national securities exchange, the sale of all or substantially all of the GP Units and Interval Units held by the Company or any sale, exchange or merger of the Company or the Operating Partnership or, as determined in the sole discretion of the Company, the occurrence of a similar event; (ii) the Series GO II Limited Partner has held its Series GO II LP Units for at least one year; (iii) the Common Shares to be issued pursuant to the redemption have been registered with the SEC and the registration statement has been declared effective, or an exemption from registration is available; and (iv) the exchange does not result in a violation of the shareholder ownership limitations set forth in the Company’s articles of incorporation. Notwithstanding the above, the Company may waive any of the requirements above in its sole discretion other than (ii) or (iv). During the year ended December 31, 2025, the Operating Partnership issued 388,185 Series GO II LP Units. During the year ended December 31, 2025, aggregate selling commissions were $52,025 and marketing and diligence allowances and other wholesale selling costs and expenses of $4,814 were paid in connection\n\n43\n\n[Table of Contents](#TOC)\n\nwith the GO II Unit Offering. During the year ended December 31, 2024, the Operating Partnership issued 377,548 Series GO II LP Units. During the year ended December 31, 2024, aggregate selling commissions were $47,570 and marketing and diligence allowances and other wholesale selling costs and expenses of $9,168 were paid in connection with the GO II Unit Offering. As of December 31, 2025, the Operating Partnership had issued and sold 895,520 Series GO II LP Units and received gross aggregate proceeds of $6.7 million.\n\nSeries P Preferred Units\n\nOn December 24, 2024, the Operating Partnership commenced a private offering for the purchase of up to $50,000,000 (which may be increased to $75,000,000 in the sole discretion of the Company) in Series P Preferred Units at a purchase price equal to $10,000 per Series P Preferred Unit to accredited investors only, pursuant to a confidential private placement memorandum. The Operating Partnership is offering these securities in reliance upon exemptions from the registration requirements provided by Section 4(2) of the Securities Act and Rule 506(c) of Regulation D under the Securities Act relating to sales not involving any public offering. The securities are being offered and sold only to purchasers who are “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act, whose accredited investor status has been verified by us. Under Rule 506(c), general solicitation and advertisement of offerings is permitted, however, all purchasers in the offering must be accredited investors and the Operating Partnership must take reasonable steps to verify the accredited investor status of each purchaser, among other requirements. The first $1,250,000 of net proceeds received by the Operating Partnership from the sale of the Series P Preferred Units shall be retained by the Operating Partnership. If the Operating Partnership receives more than $1,250,000 of net proceeds from the sale of the Series P Preferred Units, the next $1,047,000 of net proceeds received by the Operating Partnership from the sale of the Series P Preferred Units shall be used to (i) pay accrued interest on the Fort Collins Loans and the Courtyard Aurora Loan through December 31, 2024 at or prior to the time of refinancing such loans or (ii) after the time of such refinancing, redeem outstanding Series A Preferred Units issued in exchange for the contribution of such loans. If the Operating Partnership receives more than $2,297,000 of net proceeds from the sale of the Series P Preferred Units, the next $7,550,000 of net proceeds received by the Operating Partnership from the sale of Series P Preferred Units shall be retained by the Operating Partnership. If the Operating Partnership receives more than $9,847,000 of net proceeds from the sale of the Series P Preferred Units, (A) until March 24, 2025, 50% of such additional net proceeds received by the Operating Partnership from the sale of the Series P Preferred Units shall be used to redeem the Series A Preferred Units and the remaining 50% shall be retained by the Operating Partnership, and (B) from and after March 24, 2025, 75% of such additional net proceeds received by the Operating Partnership from the sale of the Series P Preferred Units shall be used to redeem the Series A Preferred Units and the remaining 25% shall be retained by the Operating Partnership. As of December 31, 2025, the Operating Partnership has issued and sold 155 Series P Preferred Units, resulting in the receipt of gross offering proceeds of $1.6 million as of the date of this filing.\n\nSeries A Preferred Units\n\nOn December 24, 2024, the Operating Partnership issued 4,067,409 Series A Preferred Units of the Operating Partnership to  Access Point Financial, LLC in exchange for all of the remaining $4.6 million of unpaid principal and interest on the Sheraton Northbrook Loan as of December 24, 2024, pursuant to the terms of a loan contribution agreement between the Operating Partnership and the lender. The Series A Preferred Units were issued in reliance upon exemptions from the registration requirements provided by Section 4(2) of the Securities Act and Regulation D under the Securities Act relating to sales not involving any public offering. The securities were sold to an “accredited investor,” as defined in Rule 501 of Regulation D of the Securities Act, and without the use of general solicitation, as that concept is embodied in Regulation D.\n\nShare Repurchase Plan\n\nThe board of directors has adopted a share repurchase plan that may enable our stockholders to have their shares repurchased in limited circumstances. In its sole discretion, the board of directors could choose to terminate or suspend the plan or to amend its provisions without stockholder approval. The repurchase plan may be reviewed and modified by the board of directors as it deems necessary in its sole discretion. The following discussion summarizes the principal terms of our share repurchase plan.\n\n44\n\n[Table of Contents](#TOC)\n\nRepurchase Price\n\nUnder certain circumstances and subject to the death repurchase described below, the prices at which we will repurchase shares under our repurchase plan are as follows:\n\n●For those shares held by the stockholder for at least one year, 92% of the current share NAV;\n\n●For those shares held by the stockholder for at least two years, 96% of the current share NAV; and\n\n●For those shares held by the stockholder for at least three years, 100% of the current share NAV.\n\nFor purposes of determining the time period a stockholder has held each share, the time period begins as of the date the stockholder acquired the share, provided that shares purchased by the stockholder pursuant to our dividend reinvestment plan will be deemed to have been acquired on the same date as the initial shares to which the dividend reinvestment plan shares relate. The board of directors may, in its sole discretion, reject any request for repurchase and may, upon notice to the stockholders, amend, suspend or terminate the repurchase program at any time.\n\nLimitations on Repurchase\n\nThere are several limitations on our ability to repurchase shares under our share repurchase plan:\n\n●Unless the shares are being repurchased in connection with a stockholder’s death, we may not repurchase shares unless the stockholder has held the shares for at least one year.\n\n●During any calendar year, we will repurchase only the number of shares that we could purchase with the amount of net proceeds from the sale of shares under our dividend reinvestment plan during the prior calendar year. However, we may increase or decrease the funding available for the repurchase of shares pursuant to our share repurchase plan upon 10 business days’ notice to our stockholders.\n\n●During any calendar year, we will limit the total shares repurchased to no more than 5.0% of the weighted-average number of shares outstanding as of December 31 of the prior calendar year.\n\n●We have no obligation to repurchase shares if the repurchase would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.\n\n●We will not repurchase shares if the board of directors determines, in its sole discretion, that the repurchase price determined in accordance with the terms of our share repurchase plan exceeds the then current fair market value of the shares to be repurchased.\n\nProcedures for Repurchase\n\nWe will repurchase shares within 21 days following the end of a calendar quarter. We must receive a written request for repurchase at least two business days before the end of the calendar quarter in order for us to repurchase a stockholder’s shares on the repurchase date. If we cannot repurchase all shares presented for repurchase in any quarter, we will attempt to honor repurchase requests on a pro rata basis. The board of directors may, in its sole discretion, reject any request for repurchase.\n\nIf we did not completely satisfy a stockholder’s repurchase request on a repurchase date because we did not receive the request in time, because of the limitations on repurchases set forth in our share repurchase plan or because of a suspension of our share repurchase plan, we would treat the unsatisfied portion of the repurchase request as a request for repurchase at the next repurchase date at which funds are available for repurchase unless the stockholder withdraws its request. Any stockholder may withdraw a repurchase request upon written notice to the program administrator if such notice is received at least two business days before the repurchase date.\n\n45\n\n[Table of Contents](#TOC)\n\nAll shares to be repurchased must be (i) fully transferable and not be subject to any liens or other encumbrances and (ii) free from any restrictions on transfer. If we determine that a lien or other encumbrance or restriction exists against the shares, we will not repurchase any such shares.\n\nNeither we nor the board of directors will have any liability to any stockholder for any damages resulting from or related to the stockholder’s presentment of its shares. Further, stockholders will have complete responsibility for payment of all taxes, assessments and other applicable obligations and third-party costs resulting from or relating to our repurchase of shares. All repurchased shares shall be repurchased as treasury shares and may be made available for purchase to new or existing stockholders.\n\nSpecial Repurchases—Death Repurchase\n\nIn the event of the death of a stockholder, we will, upon request and within six months from the date of the request, repurchase such stockholder’s shares regardless of the period the deceased stockholder has owned such shares at the following prices:\n\n●92% of the current share NAV if death occurs less than six months of the purchase;\n\n●96% of the current share NAV if death occurs from six months to one year of purchase; and\n\n●100% of the current share NAV if death occurs after one year of purchase.\n\nWe will not be obligated to repurchase a deceased stockholder’s shares if more than two years have elapsed from the date of death.\n\nAmendment, Suspension or Termination of Program and Notice\n\nThe board of directors may, at any time and without stockholder approval, upon 10 business days’ written notice to the stockholders (i) amend, suspend or terminate our share repurchase plan and (ii) increase or decrease the funding available for the repurchase of shares pursuant to our share repurchase plan.\n\n46\n\n[Table of Contents](#TOC)\n\nShares Repurchased\n\nPursuant to the terms of our Share Repurchase Plan, we will repurchase shares within 21 days following the end of a calendar quarter. During the year ended December 31, 2025, we repurchased no shares of our common stock. During the year ended December 31, 2025, there were unfulfilled repurchase requests of $2.9 million.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Month**\n\n​\n\n**Total Number of Shares Repurchased**\n\n​\n\n**Average Price Paid Per Share**\n\n​\n\n**Approximate Dollar Value of Shares Available That May Yet Be Repurchased Under the Program**\n\nJanuary 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nFebruary 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nMarch 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nTotal\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nApril 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nMay 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nJune 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nTotal\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nJuly 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nAugust 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nSeptember 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nTotal\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOctober 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nNovember 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nDecember 2025\n\n​\n\n​\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n(1)\n\nTotal\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nYear Ended December 31, 2025\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n­​\n\n(1)\n\nWe limit the dollar value of shares that may be repurchased under the plan as described above. One of these limitations is that during each calendar year, our share repurchase plan limits the number of shares we may repurchase to those that we could purchase with the amount of the net proceeds from the sale of shares under our dividend reinvestment plan during the prior calendar year. However, we may increase or decrease the funding available for the repurchase of shares upon ten business days’ notice to our stockholders.\n\nThe above table is on a cash basis, but we record our shares repurchased, as described below, on an accrual basis. During the years ended December 31, 2025 and 2024, we repurchased no shares of our common stock. Based on the repurchase limits described above, as of December 31, 2025 we had $370,138 available for eligible repurchases during 2025.\n\n​"}