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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2020~~2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number ~~333-222231~~000-56273

___________________________

nuveen

Nuveen Global Cities REIT, Inc.

(Exact name of Registrant as specified in its Charter)

___________________________


Maryland (State or other jurisdiction of incorporation or organization)						82-1419222 (I.R.S. Employer Identification No.)

730 Third Avenue, 3rd Floor New York, NY (Address of principal executive offices)						10017 (Zip Code)

Registrant’s telephone number, including area code: (212) 490-9000

_____________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November ~~10, 2020,~~12, 2021, there were ~~1,529,623~~8,391,904 outstanding shares of Class T common stock, ~~462,060~~20,922,974 outstanding shares of Class S common stock, ~~790,419~~4,516,229 outstanding shares of Class D common stock, ~~2,281,199~~27,758,160 outstanding shares of Class I common stock, and 29,730,608 outstanding shares of Class N common stock.

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Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Consolidated Balance Sheets as of September 30, ~~2020~~2021 ~~(unaudited)~~ and December 31, ~~2019~~2020 (unaudited)	1
	Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and September 30, 2020 ~~and~~ ~~September 30, 2019~~(unaudited)	2
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, ~~2020~~ 2021and September 30, ~~2019~~2020 (unaudited)	3
	Consolidated Statement of Changes in Equity for the three and nine months ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020 (unaudited)	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3031
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4850
Item 4.	Controls and Procedures	4952

PART II.

Item 1.	Legal Proceedings	5053
Item 1A.	Risk Factors	5053
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5053
Item 3.	Defaults Upon Senior Securities	5154
Item 4.	Mine Safety Disclosures	5154
Item 5.	Other Information	5154
Item 6.	Exhibits	5255
	Signatures	5356

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ITEM 1. FINANCIAL STATEMENTS

Nuveen Global Cities REIT, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share data)

September 30, 2020 (unaudited) December 31, 2019
Assets
Investments in real estate, net $ 364,768 $ 373,088
Investments in international affiliated funds 49,230 37,734
Investments in real estate-related securities, at fair value 35,465 35,240
Investment in commercial mortgage loan, at fair value 13,668 12,733
Intangible assets, net 25,459 28,769
Cash and cash equivalents 4,109 5,584
Restricted cash 5,341 10,087
Other assets 9,249 4,262
Total assets $ 507,289 $ 507,497
Liabilities and Equity
Credit facility $ 68,777 $ 107,777
Mortgage payable, net 47,556 47,502
Due to affiliates 8,697 6,059
Intangible liabilities, net 8,355 8,907
Accounts payable, accrued expenses, and other liabilities 7,620 5,798
Subscriptions received in advance 5,341 10,087
Distributions payable 1,955 5,102
Total liabilities 148,301 191,232
Equity
Series A Preferred Stock 129 125
Common stock - Class T shares, $0.01 par value per share, 500,000,000 shares authorized, 2,970,731 and 1,377,526 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively 30 14
Common stock - Class S shares, $0.01 par value per share, 500,000,000 shares authorized, 2,162,414 and 70,151 issued and outstanding at September 30, 2020 and December 31, 2019, respectively 22 1
Common stock - Class D shares, $0.01 par value per share, 500,000,000 shares authorized, 1,168,583 and 572,675 issued and outstanding at September 30, 2020 and December 31, 2019, respectively 11 5
Common stock - Class I shares, $0.01 par value per share, 500,000,000 shares authorized, 3,757,046 and 1,965,962 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively 38 20
Common stock - Class N shares, $0.01 par value per share, 100,000,000 shares authorized, 29,730,608 shares issued and outstanding at September 30, 2020 and December 31, 2019 297 297
Additional paid-in capital 397,481 336,147
Accumulated deficit and cumulative distributions (39,969) (19,974)
Accumulated other comprehensive income (loss) 949 (370)
Total equity 358,988 316,265
Total liabilities and equity $ 507,289 $ 507,497
The accompanying notes are an integral part of these consolidated financial statements.


	September 30, 2021 (unaudited)		December 31, 2020
Assets
Investments in real estate, net	$	653,210	$	439,927
Investments in real estate-related securities, at fair value	79,872		40,052
Investments in international affiliated funds	50,496		51,008
Cash and cash equivalents	226,669		9,726

Restricted cash	79,007		5,945
Intangible assets, net	43,133		32,728
Other assets	10,523		7,137
Total assets	$	1,142,910	$	586,523
Liabilities and Equity
Credit facility	$	195,000	$	129,277
Subscriptions received in advance	78,949		5,945
Mortgages payable, net	76,107		47,574
Due to affiliates	20,929		9,374
Intangible liabilities, net	19,907		8,501
Accounts payable, accrued expenses, and other liabilities	11,399		7,010
Distributions payable	4,038		2,065
Total liabilities	406,329		209,746
Equity
Preferred Stock	129		250
Common stock - Class T shares, $0.01 par value per share, 500,000,000 shares authorized, 6,967,786 and 3,248,104 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	71		33
Common stock - Class S shares, $0.01 par value per share, 500,000,000 shares authorized, 15,095,660 and 2,832,107 issued and outstanding at September 30, 2021 and December 31, 2020, respectively	151		28
Common stock - Class D shares, $0.01 par value per share, 500,000,000 shares authorized, 3,426,523 and 1,405,968 issued and outstanding at September 30, 2021 and December 31, 2020, respectively	33		13
Common stock - Class I shares, $0.01 par value per share, 500,000,000 shares authorized, 22,031,059 and 4,461,507 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	221		46
Common stock - Class N shares, $0.01 par value per share, 100,000,000 shares authorized, 29,730,608 shares issued and outstanding at September 30, 2021 and December 31, 2020	297		297
Additional paid-in capital	796,100		416,348
Accumulated deficit and cumulative distributions	(60,945)		(42,406)
Accumulated other comprehensive income	524		2,168
Total equity	736,581		376,777
Total liabilities and equity	$	1,142,910	$	586,523
The accompanying notes are an integral part of these consolidated financial statements.

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Nuveen Global Cities REIT, Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Revenues
Rental revenue $ 9,447 $ 7,939 $ 28,467 $ 22,313
Income from commercial mortgage loan 252 259 743 1,119
Total revenues 9,699 8,198 29,210 23,432
Expenses
Rental property operating 2,950 2,543 8,615 7,169
General and administrative 830 811 2,782 2,842
Advisory fee due to affiliate 868 527 2,395 1,490
Depreciation and amortization 4,746 3,351 12,976 10,530
Total expenses 9,394 7,232 26,768 22,031
Other income (expense)
Realized and unrealized income (loss) from real estate-related securities 636 2,561 (3,602) 7,666
Income (loss) from equity investment in unconsolidated international affiliated funds 965 (85) 1,038 (85)
Interest income 39 31 109 82
Interest expense (791) (1,262) (2,885) (3,352)
Total other income (expense) 849 1,245 (5,340) 4,311
Net income (loss) $ 1,154 $ 2,211 $ (2,898) $ 5,712
Net income attributable to Series A preferred stock 4 4 11 11
Net income (loss) attributable to common stockholders $ 1,150 $ 2,207 $ (2,909) $ 5,701
Net income (loss) per share of common stock - basic and diluted $ 0.03 $ 0.07 $ (0.08) $ 0.19
Weighted-average shares of common stock outstanding, basic and diluted 39,723,129 31,361,717 38,058,926 30,597,512


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenues
Rental revenue	$	15,358	$	9,447	$	38,751	$	28,467
Income from commercial mortgage loan	—		252		—		743
Total revenues	15,358		9,699		38,751		29,210
Expenses
Rental property operating	4,845		2,950		11,903		8,615
General and administrative	903		830		2,834		2,782
Advisory fee due to affiliate	2,502		868		5,197		2,395
Depreciation and amortization	6,962		4,746		19,200		12,976
Total expenses	15,212		9,394		39,134		26,768
Other income (expense)
Realized and unrealized income (loss) from real estate-related securities	2		636		8,787		(3,602)
Income from equity investments in unconsolidated international affiliated funds	1,613		965		1,928		1,038

Interest income	45		39		155		109
Interest expense	(1,127)		(791)		(3,072)		(2,885)
Total other income (expense)	533		849		7,798		(5,340)
Net income (loss)	$	679	$	1,154	$	7,415	$	(2,898)
Net income attributable to preferred stock	4		4		15		11
Net income (loss) attributable to common stockholders	$	675	$	1,150	$	7,400	$	(2,909)
Net income (loss) per share of common stock - basic and diluted	$	0.01	$	0.03	$	0.13	$	(0.08)
Weighted-average shares of common stock outstanding, basic and diluted	71,220,828		39,723,129		56,768,818		38,058,926

The accompanying notes are an integral part of these consolidated financial statements.

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Nuveen Global Cities REIT, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Net income (loss) $ 1,154 $ 2,211 $ (2,898) $ 5,712
Other comprehensive income (loss):
Foreign currency translation adjustment 1,257 (1,070) 1,319 (1,212)
Comprehensive income (loss) 2,411 1,141 (1,579) 4,500
Comprehensive income attributable to Series A preferred stock 4 4 11 11
Comprehensive income (loss) attributable to common stockholders $ 2,407 $ 1,137 $ (1,590) $ 4,489


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income (loss)	$	679	$	1,154	$	7,415	$	(2,898)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(709)		1,257		(1,644)		1,319
Comprehensive (loss) income	(30)		2,411		5,771		(1,579)
Comprehensive income attributable to preferred stock	4		4		15		11
Comprehensive (loss) income attributable to common stockholders	$	(34)	$	2,407	$	5,756	$	(1,590)

The accompanying notes are an integral part of these consolidated financial statements.

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Nuveen Global Cities REIT, Inc.

Consolidated Statements of Changes in Equity

(Unaudited) (in thousands, except share data)


Three Months Ended September 30, 2021
	Preferred Stock		Par Value														Additional Paid-in Capital		Accumulated Deficit and Cumulative Distributions		Accumulated Other Comprehensive Income (Loss)		Total Equity
			Common Stock Class T			Common Stock Class S			Common Stock Class D			Common Stock Class I			Common Stock Class N
Balance at June 30, 2021	$	129	$	55		$	96		$	24		$	122		$	297	$	601,050	$	(50,540)	$	1,233	$	552,466
Issuance of 13,448,464 shares of common stock (net of $213 of offering costs)	—		15			55			9			100			—		194,369		—		—		194,548
Distribution reinvestment	—		1			—		(a)	—		(a)	—		(a)	—		2,057		—		—		2,058

Common stock repurchased	—		—		(a)	—		(a)	—		(a)	(1)			—		(1,396)		—		—		(1,397)
Amortization of restricted stock grants	—		—			—			—			—			—		20		—		—		20
Net income	4		—			—			—			—			—		—		675		—		679
Distributions on common stock	—		—			—			—			—			—		—		(11,080)		—		(11,080)

Distribution on preferred stock	(4)		—			—			—			—			—		—		—		—		(4)
Foreign currency translation adjustment	—		—			—			—			—			—		—		—		(709)		(709)
Balance at September 30, 2021	$	129	$	71		$	151		$	33		$	221		$	297	$	796,100	$	(60,945)	$	524	$	736,581

(a)Amount is not presented due to rounding; see Note 14.


Three Months Ended September 30, 2020	Three Months Ended September 30, 2020																																					Three Months Ended September 30, 2020
		Series A Preferred Stock				Par Value																				Additional Paid-in Capital		Accumulated Deficit and Cumulative Distributions			Accumulated Other Comprehensive (Loss) Income				Total Equity								Par Value																							Additional Paid-in Capital				Accumulated Deficit and Cumulative Distributions				Accumulated Other Comprehensive (Loss) Income				Total Equity
				Common Stock Class T				Common Stock Class S				Common Stock Class D				Common Stock Class I				Common Stock Class N										Preferred Stock								Common Stock Class T				Common Stock Class S					Common Stock Class D					Common Stock Class I					Common Stock Class N
Balance at June 30, 2020	Balance at June 30, 2020			$	125			$	28			$	16			$	10			$	35			$	297			$	387,137				$	(35,266)			$	(308)			$	352,074	Balance at June 30, 2020		$	125				$	28				$	16				$	10			$	35			$	297			$	387,137			$	(35,266)			$	(308)	$	352,074
Issuance of 1,054,463 shares of common stock (net of $138 of offering costs)	Issuance of 1,054,463 shares of common stock (net of $138 of offering costs)	—				2				6				1				3				—				10,880		—			—				10,892			Issuance of 1,054,463 shares of common stock (net of $138 of offering costs)	—				2					6					1					3				—					10,880				—				—				10,892
Distribution reinvestment	Distribution reinvestment	—				0		(a)		0		(a)		0		(a)		0		(a)		—				578		—			—				578			Distribution reinvestment	—				—			(a)		—			(a)		—			(a)		—			(a)	—				578				—				—				578
Common stock repurchased	Common stock repurchased	—				0		(a)		—				0		(a)		0		(a)		—				(1,131)		—			—				(1,131)			Common stock repurchased	—				—					—					—					0				—				(1,131)				—				—				(1,131)
Amortization of restricted stock grants	Amortization of restricted stock grants	—				—				—				—				—				—				17		—			—				17			Amortization of restricted stock grants	—				—					—					—					—				—				17				—				—				17
Net income	Net income	4				—				—				—				—				—				—		1,150			—				1,154			Net income	4				—					—					—					—				—				—				1,150				—				1,154
Distributions declared on common stock		—				—				—				—				—				—				—		(5,853)			—				(5,853)

Distributions on common stock																																						Distributions on common stock	—				—					—					—					—				—				—				(5,853)				—				(5,853)

Foreign currency translation adjustment	Foreign currency translation adjustment	—				—				—				—				—				—				—		—			1,257				1,257			Foreign currency translation adjustment	—				—					—					—					—				—				—				—				1,257				1,257
Balance at September 30, 2020	Balance at September 30, 2020	$	129			$	30			$	22			$	11			$	38			$	297			$	397,481	$	(39,969)		$	949			$	358,988		Balance at September 30, 2020	$	129			$	30				$	22				$	11				$	38			$	297			$	397,481			$	(39,969)			$	949			$	358,988

(a)Amount is not presented due to rounding; see Note 14.


Nine Months Ended September 30, 2021
	Preferred Stock		Par Value													Additional Paid-in Capital		Accumulated Deficit and Cumulative Distributions		Accumulated Other Comprehensive Income (Loss)		Total Equity
			Common Stock Class T			Common Stock Class S			Common Stock Class D			Common Stock Class I		Common Stock Class N
Balance at December 31, 2020	$	250	$	33		$	28		$	13		$	46	$	297	$	416,348	$	(42,406)	$	2,168	$	376,777
Issuance of 4,230,002 shares of common stock (net of $624 of offering costs)	—		37			122			20			176		—		378,209		—		—		378,564
Distribution reinvestment	—		1			1			—		(a)	1		—		4,043		—		—		4,046
Preferred stock redemption	(125)		—			—			—					—				—		—		(125)
Common stock repurchased	—		—		(a)	—		(a)	—		(a)	(2)		—		(2,554)		—		—		(2,556)
Amortization of restricted stock grants	—		—			—			—			—		—		54		—		—		54
Net income	15		—			—			—			—		—		—		7,400		—		7,415
Distributions on common stock	—		—			—			—			—		—		—		(25,939)		—		(25,939)

Distribution on preferred stock	(11)		—			—			—			—		—		—		—		—		(11)
Foreign currency translation adjustment	—		—			—			—			—		—		—		—		(1,644)		(1,644)
Balance at September 30, 2021	$	129	$	71		$	151		$	33		$	221	$	297	$	796,100	$	(60,945)	$	524	$	736,581

(a)Amount is not presented due to rounding; see Note 14.

Three Months Ended September 30, 2019
Par Value Additional
Paid-in
Capital Accumulated
Deficit and
Cumulative
Distributions Accumulated Other Comprehensive (Loss) Income Total
Equity
Series A
Preferred
Stock Common
Stock
Class T Common
Stock
Class D Common
Stock
Class I Common
Stock
Class N
Balance at Balance at June 30, 2019 $ 125 $ 2 $ 1 $ 6 $ 297 $ 304,720 $ (12,894) $ (100) $ 292,157
Issuance of 1,459,507 shares of common stock (net of $212 of offering costs) — 2 3 9 — 14,730 — — 14,744
Distribution reinvestment — 0 (a) 0 (a) 0 (a) — 42 — — 42
Common stock repurchased — — — — — (104) — — (104)
Amortization of restricted stock grants — — — — — 17 — — 17
Net income 4 — — — — — 2,207 — 2,211
Distributions declared on common stock — — — — — — (4,173) — (4,173)
Foreign currency translation adjustment — — — — — — — (1,070) (1,070)
Balance at September 30, 2019 $ 129 $ 4 $ 4 $ 15 $ 297 $ 319,405 $ (14,860) $ (1,170) $ 303,824


Nine Months Ended September 30, 2020
			Par Value														Additional Paid-in Capital		Accumulated Deficit and Cumulative Distributions		Accumulated Other Comprehensive (Loss) Income		Total Equity
	Preferred Stock		Common Stock Class T			Common Stock Class S			Common Stock Class D			Common Stock Class I			Common Stock Class N
Balance at December 31, 2019	$	125	$	14		$	1		$	5		$	20		$	297	$	336,147	$	(19,974)	$	(370)	$	316,265
Issuance of 6,072,460 shares of common stock (net of $479 of offering costs)	—		16			21			6			19			—		61,699		—		—		61,761
Distribution reinvestment	—		—		(a)	—		(a)	—		(a)	—		(a)	—		1,365		—		—		1,365
Amortization of restricted stock grants	—		—			—			—			—			—		51		—		—		51
Common stock repurchased	—		—			—			—			(1)			—		(1,781)		—		—		(1,782)
Net income (loss)	11		—			—			—			—			—		—		(2,909)		—		(2,898)
Distributions on common stock	—		—			—			—			—			—		—		(17,086)		—		(17,086)
Distribution on preferred stock	(7)		—			—			—			—			—		—		—		—		(7)
Foreign currency translation adjustment	—		—			—			—			—			—		—		—		1,319		1,319
Balance at September 30, 2020	$	129	$	30		$	22		$	11		$	38		$	297	$	397,481	$	(39,969)	$	949	$	358,988

(a)Amount is not presented due to rounding; see Note 14.

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~~Nuveen Global Cities REIT, Inc.~~

~~Consolidated Statements of Changes in Equity~~

~~(Unaudited) (in thousands, except share data)~~

Nine Months Ended September 30, 2020
Par Value Additional Paid-in Capital Accumulated
Deficit and
Cumulative
Distributions Accumulated Other Comprehensive (Loss) Income Total
Equity
Series A Preferred Stock Common Stock Class T Common Stock Class S Common Stock Class D Common
Stock
Class I Common
Stock
Class N
Balance at December 31, 2019 $ 125 $ 14 $ 1 $ 5 $ 20 $ 297 $ 336,147 $ (19,974) $ (370) $ 316,265
Issuance of 6,072,460 shares of common stock (net of $479 of offering costs) — 16 21 6 19 — 61,699 — — 61,761
Distribution reinvestment
— 0 (a) 0 (a) 0 (a) 0 (a) — 1,365 — — 1,365
Common stock repurchased — 0 (a) 0 (a) 0 (a) (1) — (1,781) — — (1,782)
Amortization of restricted stock grants — — — — — — 51 — — 51
Net income (loss) 11 — — — — — — (2,909) — (2,898)
Distributions declared on common stock — — — — — — — (17,086) — (17,086)
Distribution to Series A preferred stock (7) — — — — — — — — (7)
Foreign currency translation adjustment — — — — — — — — 1,319 1,319
Balance at September 30, 2020 $ 129 $ 30 $ 22 $ 11 $ 38 $ 297 $ 397,481 $ (39,969) $ 949 $ 358,988

~~(a)Amount is not presented due to rounding; see Note 14.~~

Nine Months Ended
September 30, 2019
Series A
Preferred
Stock Par Value Additional
Paid-in
Capital Accumulated
Deficit and
Cumulative
Distributions Accumulated
Other
Comprehensive Income
(Loss) Total
Equity
Common
Stock
Class T Common
Stock
Class D Common
Stock
Class I Common
Stock
Class N
Balance at December 31, 2018 $ 0 $ 0 $ 0 $ 2 $ 297 $ 298,419 $ (9,884) $ 42 $ 288,876
Issuance of 2,123,497 shares of common stock (net of $613 of offering costs) — 4 4 13 — 20,975 — — 20,996
Distribution reinvestment — 0 (a) 0 (a) 0 (a) — 64 — — 64
Common stock repurchased — — — — — (104) — — (104)
Amortization of restricted stock grants — — — — — 51 — — 51
Net income 11 — — — — — 5,701 — 5,712
Distributions declared on common stock — — — — — — (10,677) — (10,677)
Issuance of Series A preferred stock 125 — — — — — — — 125
Distribution to Series A preferred stock (7) — — — — — — — (7)
Foreign currency translation adjustment — — — — — — — (1,212) (1,212)
Balance at September 30, 2019 $ 129 $ 4 $ 4 $ 15 $ 297 $ 319,405 $ (14,860) $ (1,170) $ 303,824

~~(a)Amount is not presented due to rounding; see Note 14.~~

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~Table of contents~~


Nuveen Global Cities REIT, Inc. Consolidated Statements of Cash Flows (Unaudited) (in thousands)	Nuveen Global Cities REIT, Inc. Consolidated Statements of Cash Flows (Unaudited) (in thousands)					Nuveen Global Cities REIT, Inc. Consolidated Statements of Cash Flows (Unaudited) (in thousands)
		Nine Months Ended September 30,					Nine Months Ended September 30,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net (loss) income		$	(2,898)	$	5,712
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Net income (loss)						Net income (loss)	$	7,415	$	(2,898)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	12,976		10,530		Depreciation and amortization	19,200		12,976
Unrealized loss (gain) on changes in fair value of real estate-related securities		828		(4,859)
Realized loss (gain) on sale of real estate-related securities		3,639		(1,969)
(Income) loss from equity investment in unconsolidated international affiliated funds		(1,038)		85
Unrealized (gain) loss on changes in fair value of real estate-related securities						Unrealized (gain) loss on changes in fair value of real estate-related securities	(5,058)		828
Realized (gain) loss on sale of real estate-related securities						Realized (gain) loss on sale of real estate-related securities	(2,474)		3,639
Income from equity investment in unconsolidated international affiliated funds						Income from equity investment in unconsolidated international affiliated funds	(1,928)		(1,038)
Income distribution from equity investment in unconsolidated international affiliated funds	Income distribution from equity investment in unconsolidated international affiliated funds	715		207		Income distribution from equity investment in unconsolidated international affiliated funds	797		715

Straight line rent adjustment	Straight line rent adjustment	(1,453)		(952)		Straight line rent adjustment	(1,401)		(1,453)
Amortization of below-market lease intangibles	Amortization of below-market lease intangibles	(552)		(370)		Amortization of below-market lease intangibles	(1,398)		(552)
Amortization of above-market lease intangibles	Amortization of above-market lease intangibles	13		13		Amortization of above-market lease intangibles	24		13
Amortization of loan closing costs		385		306
Amortization of deferred financing costs						Amortization of deferred financing costs	440		385
Amortization of restricted stock grants	Amortization of restricted stock grants	51		51		Amortization of restricted stock grants	54		51
Change in assets and liabilities:	Change in assets and liabilities:					Change in assets and liabilities:

Increase in other assets		(958)		(1,382)
Increase in due to affiliates		0		697
Decrease in other assets						Decrease in other assets	(2,726)		(958)

Increase in accounts payable, accrued expenses, and other liabilities	Increase in accounts payable, accrued expenses, and other liabilities	1,883		762		Increase in accounts payable, accrued expenses, and other liabilities	3,363		1,883
Net cash provided by operating activities	Net cash provided by operating activities	13,591		8,831		Net cash provided by operating activities	16,308		13,591
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisitions of real estate	Acquisitions of real estate	0		(44,095)		Acquisitions of real estate	(224,277)		—
Origination and fundings of commercial mortgage loan	Origination and fundings of commercial mortgage loan	(935)		(46,619)		Origination and fundings of commercial mortgage loan	—		(935)
Proceeds from sale of commercial mortgage loan		0		34,264

Deposit on commercial mortgage loan						Deposit on commercial mortgage loan	150		—
Funding for investment in international affiliated funds	Funding for investment in international affiliated funds	(9,855)		(9,890)		Funding for investment in international affiliated funds	—		(9,855)
Capital improvements to real estate	Capital improvements to real estate	(1,423)		(708)		Capital improvements to real estate	(5,061)		(1,423)
Deposits on real estate property		(2,900)		0
Deposits on investments in real estate						Deposits on investments in real estate	(250)		(2,900)

Purchase of real estate-related securities	Purchase of real estate-related securities	(22,350)		(22,043)		Purchase of real estate-related securities	(52,354)		(22,350)
Proceeds from sale of real estate-related securities	Proceeds from sale of real estate-related securities	17,658		22,151		Proceeds from sale of real estate-related securities	20,066		17,658
Net cash used in investing activities	Net cash used in investing activities	(19,805)		(66,940)		Net cash used in investing activities	(261,726)		(19,805)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of common stock	Proceeds from issuance of common stock	56,137		22,366		Proceeds from issuance of common stock	384,798		56,137
Repurchase of common stock	Repurchase of common stock	(1,782)		(104)		Repurchase of common stock	(2,556)		(1,782)
Offering costs paid	Offering costs paid	(463)		(613)		Offering costs paid	(647)		(463)
Borrowings from credit facility	Borrowings from credit facility	20,000		86,277		Borrowings from credit facility	369,723		20,000
Repayments on credit facility	Repayments on credit facility	(59,000)		(38,000)		Repayments on credit facility	(304,000)		(59,000)
Deposit on mortgage note		0		(528)
Borrowings from mortgages payable						Borrowings from mortgages payable	28,750		—
Payment of deferred financing costs	Payment of deferred financing costs	0		(393)		Payment of deferred financing costs	(289)		—
Proceeds from issuance of Series A preferred stock		0		125
Distributions to Series A preferred stock		(7)		(7)
Repurchase of preferred stock						Repurchase of preferred stock	(125)		—
Distributions to preferred stockholders						Distributions to preferred stockholders	(11)		(7)
Subscriptions received in advance	Subscriptions received in advance	5,341		4,529		Subscriptions received in advance	78,949		5,341
Distributions						Distributions	(19,169)		(20,233)
Net cash provided by financing activities						Net cash provided by financing activities	535,423		(7)

~~Table of contents~~


Nuveen Global Cities REIT, Inc. Consolidated Statements of Cash Flows (Unaudited) (in thousands)	Nuveen Global Cities REIT, Inc. Consolidated Statements of Cash Flows (Unaudited) (in thousands)					Nuveen Global Cities REIT, Inc. Consolidated Statements of Cash Flows (Unaudited) (in thousands)
Distributions to common stockholders		(20,233)		(8,988)
Net cash (used in) provided by financing activities		(7)		64,664
Net (decrease) increase in cash and cash equivalents and restricted cash during the period		(6,221)		6,555
							Nine Months Ended September 30,
							2021		2020
Net increase in cash and cash equivalents and restricted cash during the period						Net increase in cash and cash equivalents and restricted cash during the period	290,005		(6,221)
Cash and cash equivalents and restricted cash, beginning of period	Cash and cash equivalents and restricted cash, beginning of period	15,671		5,699		Cash and cash equivalents and restricted cash, beginning of period	15,671		15,671
Cash and cash equivalents and restricted cash, end of period	Cash and cash equivalents and restricted cash, end of period	$	9,450	$	12,254	Cash and cash equivalents and restricted cash, end of period	$	305,676	$	9,450

Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheets, end of period:	Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheets, end of period:					Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheets, end of period:
Cash and cash equivalents	Cash and cash equivalents	$	4,109	$	7,725	Cash and cash equivalents	$	226,669	$	4,109
Restricted cash	Restricted cash	5,341		4,529		Restricted cash	79,007		5,341
Total cash and cash equivalents and restricted cash	Total cash and cash equivalents and restricted cash	$	9,450	$	12,254	Total cash and cash equivalents and restricted cash	$	305,676	$	9,450
Supplemental disclosures:	Supplemental disclosures:					Supplemental disclosures:
Interest paid	Interest paid	$	3,029	$	2,947	Interest paid	$	2,498	$	3,029
Series A preferred stock costs		$	0	$	15

Non-cash investing activities:	Non-cash investing activities:					Non-cash investing activities:
Assumption of other liabilities in conjunction with acquisitions of real estate		$	0	$	327
Assumption of other liabilities in conjunction with acquisitions of investments in real estate						Assumption of other liabilities in conjunction with acquisitions of investments in real estate	$	700	$	—
Accrued capital expenditures	Accrued capital expenditures	$	(64)	$	219	Accrued capital expenditures	$	179	$	(64)

Non-cash financing activities:	Non-cash financing activities:					Non-cash financing activities:
Accrued distributions	Accrued distributions	$	3,147	$	4,173	Accrued distributions	$	1,973	$	3,147
Accrued stockholder servicing fees	Accrued stockholder servicing fees	$	2,638	$	651	Accrued stockholder servicing fees	$	11,555	$	2,638
Distribution reinvestments	Distribution reinvestments	$	1,365	$	64	Distribution reinvestments	$	4,043	$	1,365
Accrued offering costs	Accrued offering costs	$	16	$	0	Accrued offering costs	$	(35)	$	16
Accrued offering costs due to affiliate		$	0	$	4,101

The accompanying notes are an integral part of these consolidated financial statements.

~~Table of contents~~

Nuveen Global Cities REIT, Inc.

Notes to consolidated financial statements (Unaudited)

Note 1. Organization and Business Purpose

Nuveen Global Cities REIT, Inc. (the “Company”) was formed on May 1, 2017 as a Maryland corporation and elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ending December 31, ~~2018.~~2018 and intends to operate in a manner that will allow it to continue to qualify as a REIT. The Company’s sponsor is Nuveen, LLC (the “Sponsor”), a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). The Company is the sole general partner of Nuveen Global Cities REIT OP, LP, a Delaware limited partnership (“Nuveen OP”). Nuveen OP has issued a limited partner interest to Nuveen Global Cities REIT LP, LLC (the “Limited Partner”), a wholly owned subsidiary of the Company. The Company was organized to invest primarily in stabilized income-oriented commercial real estate in the United States and a substantial but lesser portion of the Company's portfolio will include real properties located in Canada, Europe and the Asia-Pacific region.

Substantially all of the Company’s business will be conducted through Nuveen OP. The Company and Nuveen OP are externally managed by Nuveen Real Estate Global Cities Advisors, LLC (the “Advisor”), an indirect, wholly owned subsidiary of the Sponsor and an investment advisory affiliate of Nuveen Real ~~Estate.~~Estate ("Nuveen Real Estate").

Pursuant to a Registration Statement on Form S-11 ~~(file~~(File No. 333-222231, the ~~“Registration~~“IPO Registration Statement”), the Company ~~has~~ registered with the Securities and Exchange Commission (the “SEC”) an offering of up to $5.0 billion in shares of common stock, consisting of up to $4.0 billion in shares in its primary offering and up to $1.0 billion in shares pursuant to its distribution reinvestment plan (the ~~“Offering”~~“Initial Public Offering”). The IPO Registration Statement was initially declared effective on January 31, 2018. ~~The~~In the Follow-on Public Offering, the Company is offering to the public any combination of 4 classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The publicly offered share classes have different upfront selling commissions and ongoing stockholder servicing fees. The purchase price per share for each class of common stock ~~in the Offering~~ varies and ~~will~~ generally ~~equal~~equals the Company’s prior month’s net asset value (“NAV”) per share, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees.

On January 13, 2021, the Company filed a Registration Statement on Form S-11 (File No. 333-252077), (the "Follow-on Registration Statement") to register up to $5.0 billion shares of common stock, consisting of up to $4.0 billion in shares in its primary offering and up to $1.0 billion in shares pursuant to its distribution reinvestment plan (the "Follow-on Public Offering"). The Follow-on Registration Statement was declared effective by the SEC on July 2, 2021. On the effective date of the Follow-on Registration Statement, the Initial Public Offering automatically terminated.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, and in the opinion of management, include all necessary adjustments, consisting of only normal and recurring items, necessary for a fair statement of the Company’s consolidated financial statements as of September 30, ~~2020~~2021 and for the three and nine months ended September 30, ~~2020~~2021 and ~~2019.~~2020. Results of operations for the interim periods are not necessarily indicative of results for the entire year. These financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the SEC. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. Certain footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed from this report pursuant to the rules of the SEC. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements prepared in accordance with GAAP, and the related notes thereto, that are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020 as filed with the SEC. The year-end balance sheet was derived from those audited financial statements.

All intercompany balances and transactions have been eliminated in consolidation. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Investments in Real Estate

In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, the Company accounts for the transaction as an asset acquisition. All property acquisitions to date have been accounted for as asset acquisitions.

Whether the acquisition of a property acquired is considered a business combination or asset acquisition, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired entity. In addition, for transactions that will be considered business combinations, the Company will evaluate the existence of goodwill or a gain from a bargain purchase. The Company ~~would expense~~expenses acquisition-related costs associated with business combinations as they are incurred. The Company capitalizes acquisition-related costs associated with asset acquisitions.

~~Table of contents~~

Upon acquisition of a property, the Company assesses the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, above-market and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocates the purchase price to the acquired assets and assumed liabilities. The Company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends and market and economic conditions.

The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including but not limited to the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on its acquisitions to date, the Company’s allocation to customer relationship intangible assets has not been material.

The Company records acquired above-market and below-market leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses.

Intangible assets and intangible liabilities are recorded as separate components on the Company's Consolidated Balance Sheets. The amortization of acquired above-market and below-market leases is recorded as an adjustment to Rental Revenue on the Company’s Consolidated Statements of Operations. The amortization of in-place leases is recorded as an adjustment to Depreciation and Amortization on the Company's Consolidated Statements of Operations.

The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related adjustments, along with any subsequent improvements to such properties. The Company’s Investments in Real Estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:


Description						Depreciable Life
Building						40 years
Building, land and site improvements						15-40 years
Furniture, fixtures and equipment						3-7 years
Lease intangibles						Over lease term

Significant improvements to properties are capitalized. When assets are sold or retired, their costs and related accumulated depreciation or amortization are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.

Repairs and maintenance are expensed to operations as incurred and are included in Rental Property Operating on the Company’s Consolidated Statements of Operations.

The Company’s management reviews its real estate properties for impairment each quarter or when there is an event or change in circumstances that indicates an impaired value. If the carrying amount of the real estate investment is no longer recoverable and exceeds the fair value of such investment, an impairment loss is recognized. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value, or fair value, less cost to sell if classified as held for sale. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material to the Company’s results. If the Company determines that an impairment has occurred, the affected assets must be reduced to their fair value or fair value, less cost to sell if classified as held for sale. During the ~~period~~periods presented, no such impairment occurred.

~~Table~~Principles of ~~contents~~

Consolidation

~~Impact~~The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of ~~COVID-19 – Impairment Analysis~~

Ifthat entity, the ~~effects~~Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the ~~COVID-19 pandemic cause economic~~VIE and ~~market conditions~~(ii) the obligation to ~~deteriorate~~absorb losses or ifreceive benefits significant to the VIE. Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. VOEs are consolidated when the Company controls the entity through a majority voting interest or other means. When the requirements for consolidation are not met and the Company has significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. Equity method investments for which the Company has not elected a fair value option ("FVO") are initially recorded at cost and subsequently adjusted for the Company’s expected holding period for assets changes, subsequent tests for impairment could result in impairment charges in the future. The Company can provide no assurance that material impairment charges with respect to the Company’s investments in real estate will not occur during the remaining quarters in 2020 or future periods. Accordingly,pro-rata share of net income, contributions and distributions. When the Company ~~will continue to monitor circumstances and events in future periods to determine whether any impairment charges are warranted.~~

Aselects the FVO, the Company records its share of ~~September 30, 2020, we had not recorded an impairment on any investments in our real estate portfolio. Despite revisions to future cash flows as a result~~net asset value of the ~~anticipated impacts~~entity and any related unrealized gains and losses.

For consolidated joint ventures, the non-controlling partner’s share of ~~COVID-19, as~~the assets, liabilities, and operations of ~~September 30, 2020,~~such joint ventures are separately included in Redeemable non-controlling interests within the undiscounted cash flows of our real estate investments exceeded carrying value. Due to the rapidly evolving environment, we will continue to evaluate the feasibility of our cash flow assumptions, which may result in impairments to certain of our investments in future periods.financial statements.

Investments in Real Estate-Related Securities

The Company ~~has elected the fair market value option for accounting for~~reports its investment in real estate-related securities at fair value and any changes in fair value are recorded in the current period earnings. Dividend income is recorded when declared and the resulting dividend income, along with ~~realized and unrealized~~ gains and losses are recorded as a component of Realized and Unrealized Income (Loss) from Real Estate-Related Securities on the Company’s Consolidated Statements of Operations.

Investments in International Affiliated Funds

The Company reports its investment in European Cities Partnership SCSp (“ECF”) and Asia Pacific Cities Fund (“APCF”), investment funds managed by an affiliate of TIAA ~~(the~~(collectively, the “International Affiliated Funds”), under the equity method of accounting as it has significant influence over these investments. The equity method income (loss) from the investments in the International Affiliated Funds represents the Company’s allocable share of each fund’s net income or loss, which includes income and expense, realized gains and losses, and unrealized appreciation or depreciation as determined from the financial statements of ECF and APCF (which carry investments at fair value in accordance with the applicable GAAP) and is reported as (Loss) Income ~~(Loss)~~ from Equity Investment in Unconsolidated International Affiliated Funds on the Company’s Consolidated Statement of Operations.

All contributions to or distributions from the investment in the International Affiliated Funds isare accrued when notice is received and recorded as a receivable from or payable to the International Affiliated Funds on the Company's Consolidated Balance Sheets.

Investment in Commercial Mortgage Loan ~~at Fair Value~~

The Company originated its first commercial mortgage loan in March 2019 and elected the fair value option. In accordance with the adoption of the fair value option allowed under ASC 825, Financial Instruments, and at the election of the Company, the commercial mortgage loan iswas stated at fair value and was initially valued at the face amount of the loan funding. Subsequently, the commercial mortgage loan iswas valued at least quarterly by an independent third-party valuation firm with additional oversight being performed by the Advisor’s internal valuation department. The value iswas based on market factors, such as market interest rates and spreads for comparable loans, the performance of the underlying collateral (such as the loan-to-value ratio and the cash flow of the underlying collateral), and the credit quality of the borrower.

Changes in fair value are recorded in the current period earnings and are a component of Unrealized Gain ~~(Loss)~~ on ~~commercial mortgage loan~~Commercial Mortgage Loan on the Company’s Consolidated Statements of Operations.

Income earned from the commercial mortgage loan represents interest income and origination fee income, which is reported as Income from Commercial Mortgage Loan on the Company’s Consolidated Statements of Operations. Unrealized gains and losses are recorded as a component of Unrealized Gain (Loss) on Commercial Mortgage Loan on the Company’s Consolidated Statements of Operations.

In the event of a partial or whole sale of the commercial mortgage loan, the Company derecognizes the corresponding asset and fees paid as part of the partial or whole sale are recognized as expense in General and Administrative expenses on the Company’s Consolidated Statements of Operations.

Deferred Charges

The Company's deferred charges include financing and leasing costs. Financing costs include legal, structuring, and other loan costs incurred by the Company for its financing arrangements. Deferred financing costs related to the Credit Facility (as defined herein) are recorded as a component of Other Assets on the Company’s Consolidated Balance Sheets and are being amortized on a straight-line basis over the term of the Credit ~~Facility.~~Facility, which approximates the effective interest method. Unamortized costs are charged to interest expense upon early repayment or significant modification of the Credit Facility and fully amortized deferred financing costs are removed from the books upon

~~Table of contents~~

the maturity of the Credit Facility. Deferred financing costs related to the Company’s mortgage payable are recorded as an offset to the related liability and amortized on a straight-line basis over the term of the financing ~~instrument.~~instrument, which approximates the effective interest method. Deferred leasing costs incurred in connection with new leases, which consist primarily of brokerage and legal fees, are recorded as a component of Investments in Real Estate, Net on the Company’s Consolidated Balance Sheets and amortized over the life of the related lease.

Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1—quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.

Level 2—quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3—pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment.

These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

The carrying amounts of financial instruments such as other assets, accounts payable, accrued expenses and other liabilities approximate their fair values due to the short-term maturities and market rates of interest of these instruments.

~~As of September 30, 2020, the Company’s $35.5 million of~~ Investments in ~~Real Estate-Related Securities consisted of shares of common stock of publicly-traded REITs and were classified as Level 1. These investments~~real estate-related securities are recorded at fair value based on the closing price of the common stock as reported by the applicable national securities ~~exchanges.~~

As of September 30, 2020, the Company’s $13.7 million Investment in Commercial Mortgage Loan consisted of a mezzanine loan the Company originated and was classified as Level 3. The commercial mortgage loan is carried at fair value based on significant unobservable inputs.

The following is a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of September 30, 2020 ($ in thousands):


	~~Investment in Commercial Mortgage Loan~~
~~Balance as of December 31, 2019~~	$	~~12,733~~


~~Additional Fundings~~	~~935~~

~~Balance as of September 30, 2020~~	$	~~13,668~~

The following table shows quantitative information about unobservable inputs related to the Level 3 fair value measurements comprising the investment in commercial mortgage loan as of September 30, 2020:

~~Type~~

~~Asset Class~~

~~Valuation Technique(s)~~

~~Unobservable Inputs~~

~~Market Equivalent Rate~~

~~Commercial Mortgage Loan~~

~~Industrial~~

~~Cash Equivalency Method~~

~~Discount Rate~~

~~LIBOR(1)~~ ~~+ 6.00%~~

~~(1)LIBOR as of September 30, 2020 was 0.1%.~~

As of September 30, 2020 and December 31, 2019, the carrying value of the Company's Credit Facility approximated fair value. The fair value of the Company's mortgage payable was $47.4 million and $48.0 million, respectively, as of September 30, 2020 and December 31, 2019.exchange. Fair value of the Company's indebtedness is estimated by modeling the cash flows required by the Company's debt agreements and discounting them back to present value using the appropriate discount rate.

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Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company's indebtedness are considered Level 3. The carrying amounts of financial instruments such as other assets, accounts payable, accrued expenses and other liabilities approximate their fair values due to the short-term maturities and market rates of interest of these instruments.

The Company’s consolidated joint venture arrangements that have profit participation based on certain internal rate of return hurdles are measured at fair value as of the reporting date and reported within Redeemable non-controlling interests.

The following table details the Company’s assets measured at fair value on a recurring basis ($ in thousands):


	September 30, 2021								December 31, 2020
	Level I		Level 2		Level 3		Total		Level I		Level 2		Level 3		Total
Assets:
Investments in real estate-related securities	$	79,872	$	—	$	—	$	79,872	$	40,052	$	—	$	—	$	40,052
Total	$	79,872	$	—	$	—	$	79,872	$	40,052	$	—	$	—	$	40,052

As of September 30, 2021, the carrying value of the Company's Credit Facility approximated fair value. The fair value of the Company's mortgages payable was $76.9 million and $47.6 million as of September 30, 2021 and December 31, 2020, respectively. Fair value of the Company's indebtedness is estimated by modeling the cash flows required by the Company's debt agreements and discounting them back to present value using the appropriate discount rate. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company's indebtedness are considered Level 3.

As of September 30, 2021, the Company did not have any investments in commercial mortgage loans.

Revenue Recognition

The Company’s sources of revenue arising from leasing arrangements and the related revenue recognition policies are as follows:

Rental revenue — consists primarily of base rent arising from tenant operating leases at the Company’s office, industrial, multifamily, retail, healthcare and ~~other~~single family housing properties. Rental revenue is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. The Company begins to recognize revenue when a tenant takes possession of the leased space. The Company includes its tenant reimbursement income in rental revenue ~~which~~that consists of amounts due from tenants for costs related to common area maintenance, real estate taxes and other recoverable costs as defined in lease agreements.

Income from Commercial Mortgage Loan — consists of income from interest earned and recognized as operating income based upon the principal amount outstanding and the contracted interest rate along with origination fees. The accrual of interest income on mortgage loans is discontinued when in management’s opinion, the borrower may be unable to meet payments as they become due (“nonaccrual mortgage loans”), unless the loan is well-secured and is in the process of collection. Interest income on nonaccrual mortgage loans is subsequently recognized only to the extent cash payments are received until the loans are returned to accrual status. As of September 30, ~~2020,~~2021, the Company did not have any mortgage loans on nonaccrual status.

Leases

The Company derives revenue pursuant to lease agreements. At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the lease inception, the Company determines whether each lease is a sales-type, direct financing or operating lease. Such classification is based on whether:

•The lessee gains control of the underlying asset and the lessor therefore relinquishes control to the lessee under certain criteria (sales-type or direct-financing); or

•All other leases that do not meet the criteria as sales-type or direct financing leases (operating).

The Company's leases are classified as operating leases in accordance with relevant accounting guidelines, and the related revenue is recognized on a straight-line basis. Upon the termination or vacation of a tenant lease, the associated straight-line rent receivable is written off.

Cash and Cash Equivalents

Cash and cash equivalents represent cash held in banks, cash on hand and liquid investments with original maturities of three months or less at the time of purchase. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash with high credit-quality institutions to minimize credit risk.

Restricted Cash

As of September 30, ~~2020,~~2021, the Company had $79.0 million of restricted cash. The restricted cash consisted of ~~$5.3~~$0.1 million of tenant security deposits and $78.9 million of cash received for subscriptions prior to the date in which the subscriptions are effective, which is held in a bank account controlled by the Company’s transfer agent, but in the name of the Company.

Income Taxes

The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (“Code”) commencing with its taxable year ending December 31, 2018 and intends to operate in a manner that will allow it to continue to qualify as a REIT. In qualifying for taxation as a REIT, the Company generally is not subject to federal corporate income tax to the extent it distributes annually at least 90% of its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even in qualifying for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. The Company may elect to treat certain of its corporate subsidiaries as taxable REIT subsidiaries (“TRSs”). In general, a TRS may perform additional services for the

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Company’s tenants and generally may engage in any real estate or non-real estate-related business other than management or operation of a lodging facility or a health care facility. A domestic TRS is subject to U.S. federal corporate income tax. The Cayman Islands TRSs are not subject to federal corporate income tax or Cayman Islands taxes. As of September 30, ~~2020,~~2021, the Company had 3 active TRSs: the Company uses two Cayman Islands TRSs to hold its investments in the International Affiliated Funds and used one domestic TRS to hold the senior portion of the commercial mortgage loan, which has since been sold.

Management has evaluated the effects of TCJA, as modified by the CARES Act, and concluded that the TCJA will not materially impact its consolidated financial statements. The Company also estimates that the taxes on foreign-sourced earnings imposed under the TCJA are not likely to apply to its foreign investments.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under ASC 740, Income Taxes. Though the Company believes that the impacts of the TCJA will be immaterial to its financial results, the Company continues to analyze certain aspects of the TCJA, therefore its estimates may change as additional information becomes available. Many of the provisions of the TCJA will require guidance through the issuance of Treasury regulations in order to assess their effect. There may be a substantial delay before such regulations are promulgated, increasing the uncertainty as to the ultimate effect of the statutory amendments on the Company. It is also likely that there will be technical corrections legislation proposed with respect to the TCJA this year, the effect of which cannot be predicted and may be adverse to the Company or its stockholders.

Organization and Offering Expenses

The Advisor advanced organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the organization, but excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) through the ~~fourth full fiscal quarter after~~first anniversary of the ~~Company’s acquisition~~commencement of ~~its first property.~~the Initial Public Offering. The Company will reimburse the Advisor for all such advanced expenses it incurred in 60 equal monthly installments commencing on the earlier of the date the Company's NAV reaches $1.0 billion or January 31, 2023.

As of September 30, ~~2020,~~2021, the Advisor and its affiliates had incurred organization and offering expenses on the Company’s behalf for the Initial Public Offering of $4.6 million, consisting of offering costs of $3.5 million and organization costs of $1.1 million. ~~Such costs became the Company’s liability on January 31, 2018, the date on which the Offering was declared effective.~~ These organization and offering costs are recorded as ~~due~~Due to ~~affiliates~~Affiliates on the Company’s Consolidated Balance Sheets as of September 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

Offering costs are currently charged to equity as such amounts are incurred. For the three and nine months ended September 30, ~~2020 and 2019,~~2021, the Company charged ~~$0.1~~$0.2 million and ~~$0.2~~$0.6 million, respectively, in offering costs to equity. For the three and nine months ended September 30, 2020, ~~and 2019,~~ the Company charged ~~$0.5~~$0.1 million and ~~$0.6~~$0.5 million, respectively, in offering costs to equity.

Foreign Currency

The financial position and results of operations of ECF is measured using the local currency (Euro) as the functional currency and are translated into U.S. dollars for purposes of recording the related activity under the equity method of accounting. Net income ~~and loss,~~(loss), which includes the Company’s allocable share of ~~the International Affiliated Funds~~ECF's income and expense, realized gains and losses and unrealized appreciation or depreciation, has been translated at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of accumulated other comprehensive income (loss), unless there is a sale or complete liquidation of the underlying foreign investments. Foreign currency translation adjustments resulted in other comprehensive ~~income (loss)~~loss of approximately ~~$1.3~~$0.7 million and ~~$(1.1)~~$1.6 million, for the three and nine months ended September 30, ~~2020 and 2019,~~2021, respectively. Foreign currency translation adjustments resulted in other comprehensive income ~~(loss)~~ of approximately $1.3 million ~~and $(1.2) million,~~ for each of the three and nine months ended September 30, ~~2020 and 2019, respectively.~~

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2020.

The financial position and results of operations of APCF is measured in U.S. dollars for purposes of recording the related activity under the equity method of accounting. There is no direct foreign currency exposure to the Company for its investment in APCF.

Earnings per Share

Basic net income/(loss) per share of common stock is determined by dividing net income/(loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. All classes of common stock are allocated net income/(loss) at the same rate per share. The Company does not have any dilutive securities outstanding that would cause basic earnings per share and diluted earnings per share to differ.

Recent Accounting Pronouncements

Pending Adoption:

In ~~December 2019,~~July 2021, the Financial Accounting Standards Board ("FASB") issued ~~Accounting Standards Update ("ASU") 2019-12, Income Taxes~~ASU 2021-05—Leases (Topic ~~740)~~842): ~~Simplifying the Accounting for Income Taxes,~~Lessors—Certain Leases with Variable Lease Payments (“ASU ~~2019-12”~~2021-05”). The ~~guidance removes~~amendments in ASU 2021-05 amend the lease classification requirements for lessors to align them with practice under Topic 840. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if certain ~~exceptions to~~criteria are met. When a lease is classified as operating, the ~~general principles of ASC 740~~lessor does not recognize a net investment in ~~order to reduce~~ the ~~cost~~lease, does not derecognize the underlying asset, and, ~~complexity of its application.~~therefore, does not recognize a selling profit or loss. The ~~guidance is~~amendments are effective for ~~annual and interim periods~~fiscal years beginning after December 15, ~~2020. Management is assessing~~2021, for all entities, and interim periods within those fiscal years for public business entities. Entities that have adopted Topic 842 before the ~~impact~~issuance date of ASU 2016-05 have the ~~guidance and does not expect~~option to apply the ~~guidance~~amendments either (1) retrospectively to ~~materially impact~~leases that commenced or were modified on or after the ~~Company.~~

adoption of Update 2016-02 or (2) prospectively to leases that commence or are modified on or after the date that an entity first applies the amendments.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. The ~~guidance is~~expedients and exceptions are effective for ~~all entities as of~~the period from March 12, 2020 ~~through~~to December 31, 2022. Management is assessing the impact and currently does not expect the guidance to materially impact the Company.

The amendments in this ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference the LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.

Recently Adopted:

In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The guidance removes certain exceptions to the general principles of ASC 740 in order to reduce the cost and complexity of its application. The guidance is effective for annual and interim periods beginning after December 15, 2020. The Company concluded that the adoption did not have a material impact on the consolidated financial statements.

In April 2020, the FASB staff released guidance focused on treatment of concessions related to the effects of COVID-19 on the application of lease modification guidance in Accounting Standards Codification (ASC) 842, “Leases.” The guidance provides a practical expedient to forgo the associated reassessments required by ASC 842 when changes to a lease result in similar or lower future consideration. There were no material exposures to rent concessions or lease defaults for tenants impacted by the COVID-19 pandemic for each of the three and nine months ended September 30, 2021 and 2020.

In August 2018, the ~~(“FASB”)~~FASB issued ASU 2018-13, ~~Fair~~“Fair Value Measurement: Disclosure ~~Framework—~~Framework – Changes to the Disclosure Requirements for Fair Value ~~Measurements (“ASU 2018-13”).~~Measurements.” ASU 2018-13 modifies the disclosures required for fair value measurements. This guidance is effective for fiscal years beginning after December 15, 2019. The Company ~~adopted ASU 2018-13 and~~ concluded that the adoption did not have a material impact on ~~its~~the consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, (“ASU 2016-13”) ~~which~~. The guidance changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ~~The guidance is not applicable to fair-valued receivables or operating lease receivables. The guidance~~ASU 2016-13 is effective for annual and interim periods beginning after December 15, ~~2019. The Company adopted ASU 2016-13~~2019, and ~~concluded that the~~early adoption ~~did not have a material impact to its consolidated financial statements.~~

is permitted for annual and interim periods beginning after December 15, 2018. In ~~February 2016,~~November 2018, the FASB issued ASU ~~2016-02, Leases (Topic 842)~~2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses (“ASU ~~2016-02”~~2018-19”) ~~which supersedes Topic 840, Leases and applies~~ to ~~all entities~~clarify certain aspects of ASU 2016-13, including that ~~enter into leases. Lessees~~operating lease receivables recorded by lessors are ~~required~~explicitly excluded from the scope of ASU 2016-13. The Company must apply the amendments in this update through a cumulative-effect adjustment to ~~report assets and liabilities that arise from leases. Lessor accounting has largely remained unchanged; however, certain refinements were made to conform with revenue recognition guidance~~retained earnings as of the beginning of the first reporting period in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. ASU 2016-02 contains certain practical expedients, which the ~~Company has elected.~~

The Company has elected the transition package of practical expedients permitted within the new standard. These practical expedients permit the Company to carryforward the historical lease classification and not to reassess initial direct costs for any existing leases. In addition, the Company has elected the practical expedient that allows lessors to avoid separating lease and non-lease components within a contract if certain criteria are met. The lessor’s practical expedient election is limited to circumstances in which (i) the timing and pattern of revenue recognition are the same for the non-lease component and the related lease component and (ii) the combined single lease component would be classified as an operating lease. This practical expedient allows the Company the ability to combine the lease and non-lease components if the underlying asset meets the two criteria above. The Company concluded that the adoption of ASU 2016-02 did not have a material impact on its consolidated financial statements.

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In February 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements (“ASU 2019-01”). ASU 2019-01 addresses two lessor implementation issues and clarifies an exemption for lessors and lessees from a certain interim disclosure requirement associated with adopting the new lease accounting standard. One exemption applicable to the Company would exempt the Company from having to provide certain interim disclosures in the fiscal year in which a company adopts the new lease accounting standard. This guidance is ~~effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years.~~effective. The Company ~~early adopted ASU 2019-01 and~~ concluded that the adoption did not have a material impact on ~~its~~the consolidated financial statements.

Due to the business disruptions and challenges severely affecting the global economy caused by the COVID-19 pandemic, many lessors may be required to provide rent deferrals and other lease concessions to lessees. While the lease modification guidance in Accounting Standards Codification (“ASC”) Topic 842 (“Topic 842”) addresses routine changes to lease terms resulting from negotiations between the lessee and the lessor, this guidance did not contemplate concessions being so rapidly executed to address the sudden liquidity constraints of some lessees arising from the COVID-19 pandemic. In April 2020, the Financial Accounting Standards Board (“FASB”) staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows the Company, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances.

The Company has elected to apply such relief to avoid performing a lease by lease analysis for the lease concessions that (i) were granted as relief due to the COVID-19 pandemic and (ii) result in the cash flows remaining to be substantially the same or less. The Lease Modification Q&A has no material impact on the Company’s consolidated financial statements as of and for the nine months ended September 30, 2020. However, its future impact to the Company is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of entering such concessions. It is not possible at this time to accurately project the nature or extent of any such possible concessions.

Note 3. Investments in Real Estate

Out of Period Adjustment

The Company recorded $0.6 million of depreciation and amortization adjustment, inclusive of above/below market leases, during the three months ended September 30, 2021, which should not have been recorded in the consolidated financial statements for the six months ended June 30, 2021. $0.4 million of the depreciation adjustment should not have been recorded in the consolidated financial statements for three months ended March 31, 2021. Management concluded that this misstatement was not material to the consolidated financial statements as of and for the six months ended June 30, 2021 and three months ended March 31, 2021 or the three month period ended September 30, 2021.

Investments in Real Estate, Net consisted of the following ($ in thousands):


	September 30, 2021		December 31, 2020
Building and building improvements	$	561,301	$	383,093
Land and land improvements	125,212		79,813
Furniture, fixtures and equipment	5,373		3,692
Total	691,886		466,598
Accumulated depreciation	(38,676)		(26,671)
Investments in real estate, net	$	653,210	$	439,927

September 30, 2020 December 31, 2019
Building and building improvements $ 323,365 $ 323,162
Land and land improvements 61,098 61,098
Furniture, fixtures and equipment 3,658 3,474
Total 388,121 387,734
Accumulated depreciation (23,353) (14,646)
Investments in real estate, net $ 364,768 $ 373,088

For the three and nine months ended September 30, 2021, depreciation expense was $4.7 million and $12.7 million, respectively. For the three and nine months ended September 30, 2020, depreciation expense was $3.3 million and $9.2 million, respectively.

~~The Company did 0t have any property acquisitions during~~During the ~~three and~~ nine months ended September 30, ~~2020.~~ 2021, the Company acquired an interest in six real estate investments and 101 single family rentals.

The following table provides details of the properties acquired during the nine months ended September 30, 2021 ($ in thousands):

Property Name

Ownership
Interest

Number of
Properties

Location

Sector

Acquisition
Date

Acquisition

Price(1)

2945 Wilderness Place

100%

Boulder, CO

Healthcare

January 2021

12,536

Pacific Center

100%

San Diego, CA

Healthcare

May 2021

45,861

Hillcroft Medical Clinic

100%

Sugarland, TX

Healthcare

June 2021

12,076

Brookson Flats

100%

Huntersville, NC

Multifamily

June 2021

72,162

Bucks Town Medical Center

100%

Philadelphia, PA

Healthcare

September 2021

25,818

Perimeter's Edge

100%

Raleigh, NC

Office

September 2021

20,523

Single Family Rentals

100%

101

Various

Single Family Housing

Various

35,890

(1) Acquisition price is inclusive of acquisition costs and other acquisition related adjustments. Acquisition price does not include any net liabilities assumed.

The following table summarizes the purchase price allocation for the properties acquired during the nine months ended September 30, 2021 ($ in thousands):


	2945 Wilderness Place		Pacific Center		Hillcroft Medical Clinic		Brookson Flats		Bucks Town Medical Center		Perimeter's Edge		Single Family Rentals
Building and building improvements	$	7,909	$	36,578	$	9,199	$	61,514	$	17,648	$	15,684	$	25,406
Land and land improvements	3,645		10,767		3,128		6,552		6,861		3,943		10,471
In-place lease intangibles	805		2,135		1,411		2,508		1,920		1,258		12
Furniture, fixtures and equipment	—		—		—		1,588		—		—		—
Leasing Commissions	289		1,715		890		—		854		368		—
Other intangibles	(112)		(5,334)		(2,552)		—		(1,465)		(730)		1
Total purchase price	$	12,536	$	45,861	$	12,076	$	72,162	$	25,818	$	20,523	$	35,890

During the year ended December 31, ~~2019,~~2020, the Company acquired interests in 34 real property investments, which were comprised of ~~one office, one~~two industrial and ~~one other, which is representative of a medical office property. These property acquisitions were accounted for as asset acquisitions.~~two healthcare investments.

Note 4. Investments in Real Estate-Related Securities

As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company’s investments in real estate-related securities consisted of shares of common stock of publicly-traded REITs. As described in Note 2, the Company records its investments in real estate-related securities at fair value on its Consolidated Balance Sheets.

The following table summarizes the Investments in Real-Estate-Related Securities as of September 30, 2021 ($ in thousands):


	Investments in Real Estate-Related Securities
Balance as of December 31, 2020	$	40,052
Additions	52,354
Disposals	(20,066)
Unrealized gains	5,058
Realized gains	2,474
Balance as of September 30, 2021	$	79,872

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The following table summarizes the components of Realized and Unrealized Income (Loss) from Real Estate-Related Securities during the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 ($ in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Unrealized gains (losses)		$	897	$	2,047	$	(828)	$	4,859
Realized (losses) gains		(550)		218		(3,639)		1,969
Unrealized (losses) gains(1)										Unrealized (losses) gains(1)	$	(1,421)	$	897	$	5,058	$	(828)
Realized gains (losses)(1)										Realized gains (losses)(1)	909		(550)		2,474		(3,639)
Dividend income	Dividend income	289		296		865		838		Dividend income	514		289		1,255		865
Total	Total	$	636	$	2,561	$	(3,602)	$	7,666	Total	$	2	$	636	$	8,787	$	(3,602)

(1) Unrealized and realized gains are net of any unrealized and realized losses.

Note 5. Investment in International Affiliated Funds

Investment in ECF:

ECF was formed in March 2016 as an open-end, Euro-denominated fund that seeks to build a diversified portfolio of high quality and stabilized commercial real estate with good fundamentals (i.e., core real estate) located in or around certain investment cities in Europe selected for their resilience, potential for long-term structural performance and ability to deliver an attractive and stable distribution yield.

On December 22, 2017, the Company entered into a subscription agreement to invest ~~approximately $29.3~~€25.0 million ~~(€25.0 million)~~ into ECF. As of September 30, ~~2020,~~2021, the Company ~~has~~had fully satisfied its ~~commitment.~~commitment through cumulative contributions of $28.4 million.

As described in Note 2, the Company records its investment in ECF using the equity method on its Consolidated Balance Sheets. While ~~ECF~~the Company has strategies to manage the foreign exchange risk associated with its investment made in Euros, there can be no assurance that these strategies will be successful or that foreign exchange fluctuations will not negatively impact the Company’s financial performance and results of operations in a material manner.

The following table summarizes the ~~Equity Investment~~equity investment in Unconsolidated International Affiliated Funds from ECF as of September 30, ~~2020~~2021 ($ in thousands):


	Investment in ECF
Balance as of December 31, ~~2019~~2020	$	~~28,144~~29,803

Income distribution	~~(546)~~(592)
Income from equity investment in unconsolidated international affiliated fund	70434
Foreign currency translation adjustment	~~1,319~~ (1,644)
Balance as of September 30, ~~2020~~2021	$	~~28,987~~28,001

Income from equity investments in Unconsolidated International Affiliated Funds from ECF was $0.2 million and $0.4 million, respectively, for the three and nine months ended September 30, 2021. (Loss) Income from Equity Investments in Unconsolidated International Affiliated Funds from ECF for the three and nine months ended September 30, 2020 was $0.3 million and $0.1 million, respectively.

Investment in APCF:

On November 9, 2018, the Company entered into a subscription agreement to invest $10.0 million into APCF. Subsequently, on September 11, 2019 and January 6, 2021 the Company increased its commitment by $20.0 million ~~raising the~~each, bringing its total commitment to ~~$30.0~~$50.0 million. As of September 30, ~~2020,~~2021, the Company ~~has~~had funded $19.9 million of its total ~~$30.0~~$50.0 million commitment. As described in Note 2, the Company records its investment in APCF using the equity method on its Consolidated Balance Sheets.

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The following table summarizes the ~~Equity Investment~~equity investment in Unconsolidated International Affiliated Funds from APCF as of September 30, ~~2020~~2021 ($ in thousands):


	Investment in APCF
Balance as of December 31, ~~2019~~2020	$	~~9,590~~21,205
~~Contributions~~	~~9,855~~
Income distribution	~~(169)~~(205)
Income from equity investment in unconsolidated international affiliated fund	~~967~~1,495

Balance as of September 30, ~~2020~~2021	$	~~20,243~~22,495

Income ~~(Loss)~~from equity investments in Unconsolidated International Affiliated Funds from APCF for each of the three and nine months ended September 30, 2021 was $1.5 million. Income from Equity Investments in Unconsolidated International Affiliated Funds from APCF for the three and nine months ended September 30, 2020 was $0.7 million and $1.0 million, respectively.

Note 6. Investment in Commercial Mortgage Loan

On March 28, 2019, the Company originated a loan to finance the acquisition and renovation of an industrial property in Maspeth, New York for ~~$46.0 million. The company funded the loan on a 60% loan-to-cost basis amounting to~~ $46.0 million. On June 6, 2019, the Company sold the senior portion of the loan for $34.3 million to an unaffiliated party and retained the subordinate mortgage, receiving proceeds of $34.0 million, which is net of disposition fees.

~~The fair value~~ Subsequently, in November 2020, the outstanding balance of the subordinate mortgage loan was ~~$13.7 million~~paid off in full, and ~~$12.7 million as~~the Company received $14.4 million.

As of September 30, ~~2020 and December 31, 2019, respectively, which equaled its par value. The~~2021, the Company ~~recognized interest income from its investment in~~did not have a commercial mortgage loan ~~of $0.3 million and $0.7 million, respectively, for the three and nine months ending September 30, 2020.~~

~~Loan terms for the subordinate mortgage as of September 30, 2020 are summarized below ($ in thousands):~~

Investment
Name Asset Type Location Interest Rate Origination
Date Maturity Date Periodic
Payment
Terms Commitment
Amount Unfunded
Amount Principal
Receivable Fair Value
55 Grand Ave Mezzanine Loan Maspeth, NY Libor + 570 bps March 28, 2019 March 29, 2022 Interest Only $14,375 $707 $13,668 $13,668

The estimated fair value of the commercial mortgage loan is based on models developed by an independent valuation advisor with additional oversight being performed by the Advisor’s internal valuation department that primarily use market based or independently sourced market data, including interest rate yield curves and market spreads. Valuation adjustments may be made to reflect credit quality, liquidity, and other observable and unobservable data that are applied consistently over time.

investment. For the three and nine months ended September 30, 2020, the Company recognized interest income from its investment in its commercial mortgage loan of $0.3 million and ~~2019,~~$0.7 million, respectively. For the three and nine months ended September 30, 2020, the Company did 0tnot record any unrealized gains or losses on its commercial mortgage loan.

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Note 7. Intangibles

The gross carrying amount and accumulated amortization of the Company’s intangible assets and liabilities consisted of the following ($ in thousands):


	September 30, 2021		December 31, 2020
Intangible assets:
In-place lease intangibles	$	40,319	$	31,393
Above-market lease intangibles	492		167
Leasing commissions	16,674		12,877
Other intangibles	4,364		2,085
Total intangible assets	61,849		46,522
Accumulated amortization:
In-place lease intangibles	(13,775)		(10,402)
Above-market lease intangibles	(62)		(38)
Leasing commissions	(4,254)		(3,070)
Other intangibles	(625)		(284)
Total accumulated amortization	(18,716)		(13,794)
Intangible assets, net	$	43,133	$	32,728
Intangible liabilities:
Below-market lease intangibles	$	(22,143)	$	(9,750)
Accumulated amortization	2,236		1,249
Intangible liabilities, net	$	(19,907)	$	(8,501)

September 30,
2020 December 31,
2019
Intangible assets:
In-place lease intangibles $ 25,965 $ 26,408
Above-market lease intangibles 154 154
Leasing commissions 11,127 10,853
Other intangibles 819 824
Total Intangible assets 38,065 38,239
Accumulated amortization:
In-place lease intangibles (9,638) (7,623)
Above-market lease intangibles (33) (21)
Leasing commissions (2,710) (1,696)
Other intangibles (225) (130)
Total accumulated amortization (12,606) (9,470)
Intangible assets, net $ 25,459 $ 28,769
Intangible liabilities:
Below-market lease intangibles $ (9,414) $ (9,414)
Accumulated amortization 1,059 507
Intangible liabilities, net $ (8,355) $ (8,907)
Amortization expense relating to intangible assets was $4.3 million and $8.5 million, respectively, for the three and nine months ended September 30, 2021. Income from the amortization of intangible liabilities was $0.5 million and $1.4 million,

respectively, for the three and nine months ended September 30, 2021. Amortization expense relating to intangible assets was $1.5 million and $3.8 million, respectively, for the three and nine months ended September 30, 2020. Income from the amortization of intangible liabilities was $0.2 million and $0.5 million, respectively, for the three and nine months ended September 30, 2020.

The estimated future amortization on the Company’s intangibles for each of the next five years and thereafter is as follows ($ in thousands):


	In-Place Lease Intangibles		Above-Market Lease Intangibles		Leasing Commissions		Other Intangibles		Below-Market Lease Intangibles
2021 (remaining)	$	1,788	$	15	$	512	$	177	$	(707)
2022	5,499		58		1,999		686		(2,804)
2023	3,848		54		1,864		663		(2,785)
2024	3,705		54		1,805		649		(2,758)
2025	3,214		54		1,595		577		(2,557)
2026	1,888		54		1,160		367		(2,319)
Thereafter	6,602		141		3,485		620		(5,977)
	$	26,544	$	430	$	12,420	$	3,739	$	(19,907)

In-place Lease
Intangibles Above-market Lease Intangibles Leasing Commissions Other
Intangibles Below-market
Lease Intangibles
2020 (remaining) $ 647 $ 4 $ 321 $ 33 $ (196)
2021 2,529 17 1,264 127 (724)
2022 2,248 17 1,189 110 (695)
2023 1,948 17 1,066 98 (681)
2024 1,859 17 1,015 90 (677)
2025 1,697 17 888 67 (639)
Thereafter 5,399 32 2,674 69 (4,743)
$ 16,327 $ 121 $ 8,417 $ 594 $ (8,355)

~~The~~As of September 30, 2021, the weighted-average amortization periods for the acquired in-place lease intangibles, above-market lease intangibles, leasing commissions, other intangibles and below-market lease intangibles of the properties acquired were 6, 6, 7, ~~8, 6,~~9, and 1312 years, respectively.

Note 8. Credit Facility and ~~Mortgage~~Mortgages Payable

Credit Facility

On October 24, 2018, the Company and Nuveen OP entered into a credit agreement ~~(“Credit Agreement”~~(the "Credit Agreement") with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and lead arranger. The Credit Agreement ~~provides~~initially provided for aggregate commitments of up to $60.0 million for unsecured revolving loans, with an accordion feature that may increase the aggregate commitments to up to $500.0 million (the "Credit Facility"). On December 17, 2018 and June 11, 2019, the Company and Nuveen OP amended the Credit Agreement to increase the Credit Facility to $150.0 million and $210.0 million in aggregate commitments, respectively, with all other terms remaining the same. Loans outstanding under the Credit Facility bear interest, at

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Nuveen OP’s option, at either an adjusted base rate or an adjusted 30-day LIBOR rate, in each case, plus an applicable margin. The applicable margin ranges from 1.30% to 1.90% for borrowings at the adjusted LIBOR rate, in each case, based on the total leverage ratio of Nuveen OP and its subsidiaries. Interest under the Credit Facility is determined based on a one-month U.S. dollar-denominated LIBOR, which was 0.1% as of September 30, 2021. Loans under the Credit Agreement will mature three years from October 24, 2018, with an option to extend twice for an additional year pursuant to the terms of the Credit Agreement.

On ~~December 17, 2018~~September 30, 2021, the borrower and ~~June 11, 2019,~~ the Company and Nuveen OP amended the Credit Agreement to increase the Credit Facility to ~~$150.0 million and $210.0~~$335.0 million in aggregate commitments, ~~respectively,~~comprised of a $235.0 million revolving facility, and a senior delayed draw term loan facility in the aggregate amount of up to $100.0 million (the “DDTL Facility”). Loans under the DDTL Facility may be borrowed in up to 3 advances, each in a minimum amount of $30.0 million. The Credit Facility will terminate, and all amounts outstanding thereunder will be due and payable in full, on September 30, 2024 (the “Revolving Termination Date”), with 2 additional one-year extension options held by Nuveen OP, including the payment of an extension fee of 0.125% of the aggregate commitment. The DDTL Facility will mature, and all ~~other terms remaining~~amounts outstanding thereunder will be due and payable in full, on September 30, 2026. Loans outstanding under the ~~same.~~Credit Facility bear interest, at Nuveen OP’s option, at either an adjusted base rate or an adjusted LIBOR rate, in each case, plus an applicable margin. The applicable margin ranges from 0.30% to 0.90% for Credit Facility borrowings for base rate loans, in each case, based on the total leverage ratio of the Nuveen OP and its subsidiaries. The applicable margin ranges from 1.30% to 1.90% for Credit Facility borrowings at the adjusted LIBOR rate, in each case, based on the total leverage ratio of the Nuveen OP and its subsidiaries. Loans outstanding under the DDTL Facility bear interest, at the Nuveen OP’s option, at either an adjusted base rate or an adjusted LIBOR rate, in each case, plus an applicable margin. The applicable margin ranges from 0.25% to 0.85% for DDTL Facility borrowings for base rate loans, in each case, based on the total leverage ratio of the Nuveen OP and its subsidiaries. The applicable margin ranges from 1.25% to 1.85% for DDTL Facility borrowings at the adjusted LIBOR rate, in each case, based on the total leverage ratio of the Nuveen OP and its subsidiaries. There is an unused fee of 0.15% if the usage is greater than or equal to 50% of the aggregate commitments and 0.25% of the usage is less than 50% of the aggregate commitments. There is a ticking fee on the DDTL

Facility equal to 0.15% of the undisbursed portion of the DDTL Facility. An upfront fee of 40 basis points was payable at closing.

In July 2017, the Financial Conduct Authority of the UK (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Financing Rate ("SOFR") is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. The consequence of these developments cannot be entirely predicted but could include an increase in the cost of our variable rate indebtedness.

The following is a summary of the Credit Facility ($ in thousands):

Principal Balance Outstanding
Indebtedness Interest Rate Maturity Date Maximum Facility Size September 30, 2020 December 31, 2019
Credit facility
L+applicable margin(1)
October 24, 2021 $ 210,000 $ 68,777 $ 107,777


					Principal Balance Outstanding
Indebtedness	Interest Rate	Maturity Date	Maximum Facility Size		September 30, 2021		December 31, 2020
Revolving facility	L+applicable margin(1)	September 30, 2024	$	235,000	$	120,000	$	129,277
DDTL Facility	L+applicable margin(1)	September 30, 2026	100,000		75,000		—
			$	335,000	$	195,000	$	129,277

(1) The ~~applicable margin ranges from 1.30% to 1.90%~~weighted-average interest rate for ~~borrowings at~~ the ~~adjusted LIBOR rate, in each case, based on the total leverage ratio of Nuveen OP~~three and ~~its subsidiaries.~~nine months ended September 30, 2021 was 1.32% and 1.41%, respectively.

As of September 30, ~~2020,~~2021, the Company had ~~$68.8~~$195.0 million in borrowings and had outstanding accrued interest of $0.1 ~~million.~~million under the Credit Facility. For the three and nine months ended September 30, 2021, the Company incurred $0.4 million and $1.2 million in interest expense, respectively. For the three and nine months ended September 30, 2020, the Company incurred $0.3 million and $1.3 million, respectively, in ~~Interest Expense.~~interest expense, respectively.

As of September 30, ~~2020,~~2021, the Company was in compliance with all loan ~~covenants.~~covenants with respect to the Credit Agreement.

~~Mortgage~~Mortgages Payable

On November 8, 2019, NR Main Street at Kingwood LLC, a wholly owned subsidiary of the Company, entered into a loan agreement (“Mortgage Payable”) with Nationwide Life Insurance Company (“Lender”). The Mortgage Payable provides a secured loan of $48.0 million, interest only, for seven years with a fixed rate of 3.15% per annum and matures in December 2026 with unpaid principal balance on the Mortgage Payable due and payable in full on the maturity date.

The following table is a summary of the ~~Mortgage~~Company's Mortgages Payable secured by the ~~Company's retail property~~Company’s properties ($ in thousands):


						Principal Balance Outstanding										Principal Balance Outstanding
Indebtedness	Indebtedness	Interest Rate	Maturity Date	Maximum Facility Size		September 30, 2020		December 31, 2019		Indebtedness	Lender	Interest Rate	Maturity Date	Maximum Principal Amount		September 30, 2021		December 31, 2020
Mortgage payable		3.15%	December 1, 2026	$	48,000	$	48,000	$	48,000

Fixed rate mortgages payable:										Fixed rate mortgages payable:
Main Street at Kingwood										Main Street at Kingwood	Nationwide Life Insurance Company	3.15%	12/01/26	$	48,000	$	48,000	$	48,000
Tacara Steiner Ranch										Tacara Steiner Ranch	Brighthouse Life Insurance	2.62%	06/01/28	28,750		28,750		—
Total fixed rate mortgages payable										Total fixed rate mortgages payable						76,750		48,000
Deferred financing costs, net	Deferred financing costs, net					(444)		(499)		Deferred financing costs, net						(643)		(426)
Mortgage payable, net						$	47,556	$	47,501
Mortgages payable, net										Mortgages payable, net						$	76,107	$	47,574

As of September 30, ~~2020,~~2021, the Company had ~~$48.0~~$76.8 million in borrowings and ~~$0.1~~$0.2 million in accrued interest outstanding under its Mortgages Payable. For each of the ~~Mortgage Payable.~~three and nine months ended September 30, 2021, the Company incurred $0.6 million and $1.4 million in interest expense, respectively. For the three and nine months ended September 30, 2020, the Company incurred $0.4 million and $1.1 million ~~respectively,~~ in ~~Interest Expense.~~interest expense, respectively.

1920

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The following table presents the future principal payments due under the Credit Facility and ~~Mortgage~~Mortgages Payable as of September 30, ~~2020~~2021 ($ in thousands):

Amount
Year Credit Facility Mortgage Payable
2020 (remaining) $ 0 $ 0
2021 68,777 0
2022 0 0
2023 0 0
2024 0 0
Thereafter 0 48,000
Total $ 68,777 $ 48,000


	Amount
Year	Credit Facility		Mortgages Payable

2021 (remaining)	$	—	$	—
2022	—		—
2023	—		—
2024	120,000		—
2025	—		—
Thereafter	75,000		76,750
Total	$	195,000	$	76,750

Note 9. Other Assets and Other Liabilities

The following table summarizes the components of Other Assets ($ in thousands):


	September 30, 2021		December 31, 2020
Straight-line rent receivable	$	5,597	$	4,196
Deferred financing costs on credit facility, net	1,811		368
Prepaid expenses	1,452		407
Receivables	1,324		2,072
Deposits on investments in real estate	250		—
Other	89		94
Total	$	10,523	$	7,137

September 30, 2020 December 31, 2019
Straight-line rent receivable $ 3,788 $ 2,336
Deposits on property acquisitions 2,900 0
Receivables 1,190 736
Prepaid expenses 793 329
Deferred financing costs on credit facility, net 483 779
Other 95 82
Total $ 9,249 $ 4,262

The following table summarizes the components of Accounts Payable, Accrued Expenses, and Other Liabilities ($ in thousands):

September 30, 2020 December 31, 2019
Real estate taxes payable $ 3,409 $ 1,742
Accounts payable and accrued expenses 2,077 1,700
Tenant security deposits 992 1,044
Prepaid rental income 888 608
Accrued interest expense 190 334
Other 64 370
Total $ 7,620 $ 5,798


	September 30, 2021		December 31, 2020
Real estate taxes payable	$	4,154	$	1,996
Accounts payable and accrued expenses	3,349		1,598
Prepaid rental income	1,679		1,440
Tenant security deposits	1,481		1,117
Accrued interest expense	327		247
Other	409		612
Total	$	11,399	$	7,010

Note 10. Related Party Transactions

Fees Due to Related Party

Pursuant to the advisory agreement between the Company, Nuveen OP, and the Advisor, the Advisor is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of directors.

2021

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The Advisor will receive fees and compensation, payable monthly in arrears, in connection with the offering and ongoing management of the assets of the Company, as follows:


	Class T Shares	Class S Shares	Class D Shares	Class I Shares	Class N Shares
Advisory Fee (% of NAV)	1.25%	1.25%	1.25%	1.25%	0.65%

As of September 30, ~~2020,~~2021, the Company had accrued advisory fees of approximately ~~$0.2~~$0.8 million, which has been included in Accounts Payable, Accrued Expenses, and Other Liabilities on the Company’s Consolidated Balance Sheets. For the three and nine months ended September 30, 2021, the Company incurred advisory fee expenses of $2.0 million and $4.2 million, respectively. For the three and nine months ended September 30, 2020, the Company had incurred advisory fee ~~expense~~expenses of $0.8 million and $2.1 million, respectively.

The Company may retain certain of the Advisor’s affiliates for necessary services relating to the Company’s investments or its operations, including construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and other types of insurance, management consulting and other similar operational matters. ~~Any such arrangements will be at market terms and rates. As of September 30,~~

During the year ended December 31, 2020, the Company ~~had~~engaged NexCore Companies LLC ("NexCore"), an affiliate of TIAA, to provide property management, accounting and leasing services for certain of its investments in healthcare properties. NexCore is a real estate development company focused exclusively on development, acquisition, and management of healthcare real estate. The Company paid approximately $30,000 and $0.1 million, respectively, in management fees to NexCore during the three and nine months ended September 30, 2021. The Company did not ~~retained~~pay any management fees to NexCore during the three and nine months ended September 30, 2020.

Additionally, as part of this engagement, the Company may pay acquisition fees to NexCore for sourcing deals. The Company paid approximately $0.1 million and $0.2 million, respectively, in acquisition fees to NexCore during the three and nine months ended September 30, 2021. The Company did not pay any acquisition fees to NexCore during the three and nine months ended September 30, 2020. The Company may also enter into joint ventures with NexCore, and pursuant to the terms of the joint venture agreements, NexCore may receive a promote from the joint venture. The Company entered in 3 joint venture arrangements with NexCore during the nine months ended September 30, 2021, which have not incurred any promote payments. The Company did not enter into any joint venture arrangements with NexCore during the three and nine months ended September 30, 2020.

On July 27, 2021, the Company entered in an agreement with Imajn Homes Holdings (“Sparrow”), an affiliate of TIAA, to assist the Company in acquiring and managing single family housing in the United States. Sparrow is a vertically integrated company with acquisition, asset, property and construction management capabilities. As part of the joint venture arrangement with Sparrow, if certain internal rate of return hurdles are met, Sparrow will participate in the profits based on a set criteria at the crystallization event. Additionally, Sparrow has the ability to exercise the crystallization event between the fifth and sixth anniversaries from the effective date of the agreement. Subsequent to entering in the agreement, the Company committed $100.0 million to acquire single family rentals identified by Sparrow. The Company incurred approximately $5,500 and $1,700 in asset and property management fees, respectively, related to Sparrow during each of the three and nine months ended September 30, 2021.

On August 23, 2021, the Company entered into a master services agreement with Nuveen Real Estate Project Management

Services, LLC (“Nuveen RE PMS”), an affiliate of the Advisor, for the purpose of Nuveen RE PMS providing professional services described below in connection with certain of our real estate investments (the “Agreement”).

For project management services provided by Nuveen RE PMS, the Company will pay Nuveen RE PMS fees determined by the estimated total cost of the any project; provided that such ~~services.~~fees shall not exceed 6% of project costs. For development and management services provided by Nuveen RE PMS, the Company will pay Nuveen RE PMS fees to be determined by the complexity and size of the project; provided that such fees shall not exceed 4% of project costs.

In addition, Nuveen Securities, LLC (the “Dealer Manager”) serves as the dealer manager for the ~~Offering.~~Initial Public Offering and Follow-on Public Offering (together, the "Offerings"). The Dealer Manager is a registered broker-dealer affiliated with the Advisor. The Company’s obligations under the Dealer Manager Agreement to pay stockholder servicing fees with respect to the Class T, Class S and Class D shares distributed in the ~~Offering~~Offerings shall survive until such shares are no longer outstanding or

converted into Class I shares. As of September 30, ~~2020,~~2021, the Company ~~has~~ accrued approximately ~~$4.0~~$16.3 million of stockholder servicing fees with respect to the outstanding Class T, Class S and Class D common shares.

The following table presents the upfront selling commissions and dealer manager fees for each class of shares sold in the ~~Offering,~~Offerings, and the stockholder servicing fee per annum based on the aggregate outstanding NAV:

Class T Shares Class S Shares Class D Shares Class I Shares
Maximum Upfront Selling Commissions (% of Transaction Price) up to 3.0% up to 3.5% 0 0
Maximum Upfront Dealer Manager Fees (% of Transaction Price) 0.50% 0 0 0
Stockholder Servicing Fee (% of NAV)
0.85%(1)
0.85% 0.25% 0


	Class T Shares	Class S Shares	Class D Shares	Class I Shares
Maximum Upfront Selling Commissions (% of Transaction Price)	up to 3.0%	up to 3.5%	—	—
Maximum Upfront Dealer Manager Fees (% of Transaction Price)	0.50%	—	—	—
Stockholder Servicing Fee (% of NAV)	0.85%(1)	0.85%	0.25%	—

(1) Consists of an advisor stockholder servicing fee of 0.65% per annum and a dealer stockholder servicing fee of 0.20% per annum (or other amounts, provided that the sum equals 0.85%), of the aggregate NAV of outstanding Class T shares.

The Company will cease paying the stockholder servicing fee with respect to any Class T share, Class S share or Class D share held in a stockholder’s account at the end of the month in which the Dealer Manager, in conjunction with the transfer agent, determines that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to the shares held within such account would exceed, in the aggregate, 8.75% of the sum of the gross proceeds from the sale of such shares and the aggregate gross proceeds of any shares issued under the distribution reinvestment plan with respect thereto (or, solely with respect to the Class T shares, a lower limit set forth in an agreement between the Dealer Manager and the applicable participating broker-dealer in effect on the date that such shares were sold). At the end of such month, each Class T share, Class S share and Class D share held in a stockholder’s account will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. The Company accrues the cost of the stockholder servicing fee as an offering cost at the time each Class T, Class S and Class D share is sold during the primary offering. There is not a stockholder servicing fee with respect to Class I shares.

If not already converted into Class I shares upon a determination that total upfront selling commissions, dealer manager fees and stockholder servicing fees paid with respect to such shares would exceed the applicable limit as described above, each Class T share, Class S share, Class D share and Class N share held in a stockholder’s account will automatically and without any action on the part of the holder thereof convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share on the earliest of (i) a listing of Class I shares, (ii) the Company’s merger or consolidation with or into another entity or the sale or other disposition of all or substantially all of the Company’s assets, in each case in a transaction in which stockholders receive cash and/or listed securities or (iii) after termination of the primary portion of the offering in which such Class T shares, Class S shares and Class D shares were sold, the end of the month in which the Company, with the assistance of the dealer manager, determines that all underwriting compensation from all sources in

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connection with the ~~Offering,~~public offering in which the shares were sold, including upfront selling commissions, the stockholder servicing fee and other underwriting compensation, is equal to 10% of the gross proceeds of the primary portion of ~~the~~such Offering. In addition, immediately before any liquidation, dissolution or winding up, each Class T share, Class S share, Class D share and Class N shares will automatically convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share.

~~Due to Affiliates~~Other Related Party Transactions

The following table summarizes the components of Due to Affiliates ($ in thousands):

September 30,
2020 December 31,
2019
Accrued stockholder servicing fees(1)
$ 4,049 $ 1,411
Advanced organization and offering 4,648 4,648
Total $ 8,697 $ 6,059


	September 30, 2021		December 31, 2020
Accrued stockholder servicing fees(1)	$	16,281	$	4,726
Advanced organization and offering expenses	4,648		4,648
Total	$	20,929	$	9,374

(1)The Company accrues the full amount of future stockholder servicing fees payable to the Dealer Manager for Class T, Class S and Class D shares up to the 8.75% of gross proceeds limit at the time such shares are sold. ~~As of September 30, 2020, the Company accrued approximately $4.0 million of stockholder servicing fees payable to the Dealer Manager related to Class T and Class D shares sold.~~ The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the ~~Offering,~~Offerings, which provide, among other things, for the re-allowance of the full amount of the selling commissions and the dealer manager fee and all or a portion of stockholder servicing fees received by the Dealer Manager to such selected dealers. The Company will no longer incur the stockholder servicing fee after ~~June 2055~~September 2056 in connection with those Class T, Class S and Class D shares currently outstanding; the fees may end sooner if the total underwriting compensation paid in respect of the Offering reaches 10.0% of the gross offering proceeds or if the Company completes a liquidity event. The Company will incur

stockholder servicing fees in connection with future issuances of Class D shares for a 35-year period from the date of issuance and seven years for Class T shares and Class S shares from date of issuance.

See "Note 14. Equity and Redeemable Non-controlling Interest" for additional information related to TIAA's purchase of $300.0 million Class N shares of the Company's common stock through its wholly owned subsidiary.

See "Note 5. Investment in International Affiliated Funds" for additional information related to the Company's investment in International Affiliated Funds.

Note 11. Economic Dependency

The Company depends on the Advisor and its affiliates for certain services that are essential to it, including the sale of the Company’s shares of common stock, acquisition and disposition decisions, and certain other responsibilities. In the event that the Advisor and its affiliates are unable to provide such services, the Company would be required to find alternative service providers.

Note 12. Risks and Contingencies

The outbreak of ~~the novel coronavirus (“COVID-19”)~~COVID-19 and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the first half of 2020. The worldwide spread of the COVID-19 pandemic has created significant uncertainty in the global economy. At this time, tenants have requested certain rent relief and lease modifications from this unprecedented event; however, such requests have not been significant as of September 30, ~~2020~~2021 for the Company's direct real estate investments. Requests have generally been comprised of deferrals, with payments postponed for a brief period (i.e., less than twelve months) and then repaid over the remaining duration of the contract. ~~As of~~During the nine months ended September 30, ~~2020,~~2021, the Company ~~has~~pursued litigation with a tenant in lease default at one of its office properties in an effort to recover the outstanding balance due to the Company. A settlement agreement was reached between the Company and the tenant in default, and accordingly, the Company received $0.4 million in upfront settlement proceeds paid by the tenant, and is entitled to an additional $0.5 million to be received in 36 equal installments beginning September 1, 2021.

Other than that, the Company does not ~~had~~have any other material exposure to rent concessions, tenant defaults or loan defaults. The duration and extent of the COVID-19 pandemic over the long-term cannot be reasonably estimated at this time. The ultimate impact of the COVID-19 pandemic and the extent to which the COVID-19 pandemic impacts the Company’s business, results of operations, investments, and cash flows will depend on future developments, which are highly uncertain and difficult to predict.

Concentrations of risk may arise when a number of properties are located in a similar geographic region such that the economic conditions of that region could impact tenants’ obligations to meet their contractual obligations or cause the values of individual properties to decline. Additionally, concentrations of risk may arise if any one tenant comprises a significant amount of the Company's rent, or if tenants are concentrated in a particular industry.

As of September 30, ~~2020,~~2021, the Company had no significant concentrations of tenants, as no single tenant had annual contract rent that made up more than 4% of the rental income of the Company. ~~Moreover, the Company's tenants have no notable concentration present in any one industry.~~ There are no significant lease expirations scheduled to occur over the next twelve months. Based on its assessment, the Company has concluded that there is no impairment of its investments as of September 30, 2021.

The Company's investment in the International Affiliated Funds have been similarly and negatively impacted by COVID-19 in the foreign countries where their investments are located. The duration and extent of the COVID-19 pandemic over the long-term cannot be

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reasonably estimated at this time. The ultimate impact of the COVID-19 pandemic and the extent to which the COVID-19 pandemic impacts the Company will depend on future developments.

The Company's investments in real estate-related securities may also be negatively impacted by uncertainty surrounding the COVID-19 pandemic. Market volatility and economic uncertainty surrounding the COVID-19 pandemic may lead to fluctuations in market pricing, which has the ability to adversely impact the fair value of the Company’s investments in real estate-related securities. The ~~the~~ duration and extent to which the COVID-19 pandemic impacts the Company's investments in real estate-related securities cannot be reasonably estimated at this time.

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, ~~2020,~~2021, the Company ~~was not involved~~pursued litigation with a tenant due to default of lease terms in ~~any material legal proceedings.~~one of our office properties and the Company is pursuing to recover the outstanding balance due from the tenant. In the normal course of business the Advisor, on behalf of the Company, enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. However, based on experience, the Advisor expects the risk of loss to be remote.

Note 13. Tenant Leases

The Company’s real estate properties are leased to tenants under operating lease agreements which expire on various dates. Certain leases have the option to extend or terminate at the tenant’s discretion, with termination options resulting in additional fees due to the Company.

Rental income is recognized ~~in accordance with the billing terms of the lease agreements.~~on a straight line basis. The leases do not have material variable payments, material residual value guarantees or material restrictive covenants. Rental income for the three and nine months ended September 30, 2021 was $15.4 million and $38.8 million, respectively. Rental income for the three and nine months ended September 30, 2020 was $9.4 million and $28.5 million, respectively.

Aggregate minimum annual rentals for wholly-owned real estate investments owned by the Company through the non-cancelable lease term, excluding short-term multifamily ~~investments~~and single family rentals are as follows ($ in thousands):

Year September 30, 2020
2020 (remaining) $ 5,075
2021 20,350
2022 20,042
2023 18,689
2024 18,021
2025 16,139
Thereafter 64,128
Total $ 162,444


Year	September 30, 2021
2021 (remaining)	$	7,835
2022	32,202
2023	31,114
2024	30,604
2025	27,701
2026	20,000
Thereafter	68,650
Total	$	218,106

Certain leases provide for additional rental amounts based upon the recovery of actual operating expenses in excess of specified base amounts, sales volume or contractual increases as defined in the lease agreement. These contractual contingent rentals are not included in the table above.

During each of the three and nine months ended September 30, 2021 and 2020, the Company did not have material exposure to rent concessions or lease defaults for tenants impacted by the COVID-19 pandemic.

Note 14. Equity and Redeemable Non-controlling Interest

Authorized Capital

On January 24, 2018, the Company filed Articles of Amendment and Restatement (the “charter”) with the State Department of Assessments and Taxation of Maryland pursuant to which the Company’s undesignated common stock became Class N shares of common stock and the Class T, Class S, Class D and Class I shares offered in the Offering were authorized.

As of September 30, ~~2020,~~2021, the Company had authority to issue a total of of 2,200,000,000 shares of capital ~~stock. Of~~stock consisting of the total shares of stock authorized, 2,100,000,000 shares are classified as common stock with a par value of $0.01 per share, 500,000,000 of which are classified as Class T shares, 500,000,000 of which are classified as Class S shares, 500,000,000 of which are classified as Class D shares, 500,000,000 of which are classified as Class I shares, 100,000,000 of which are classified as Class N shares, and 100,000,000 are classified as Series A Preferred Stock (defined below).

~~Table of contents~~

following:


Classification	Number of Shares (in thousands)	Par Value
Class T Shares	500,000	$	0.01
Class S Shares	500,000	$	0.01
Class D Shares	500,000	$	0.01
Class I Shares	500,000	$	0.01
Class N Shares	100,000	$	0.01
Preferred Stock	100,000	$	0.01
Total	2,200,000

In addition, the Company’s board of directors may amend the ~~charter~~Charter from time to time, without stockholder approval, to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Company has authority to issue, or to issue additional classes of stock which may be subject to various class-specific fees.

Preferred Stock

On January 2, 2019, the Company filed Articles Supplementary to the ~~charter,~~Charter, which set forth the rights, preferences and privileges of the Company’s 12.0% Series A cumulative non-voting preferred stock (“Series A Preferred Stock”). On January 4, 2019, the Company sold 125 shares of its Series A Preferred Stock at a purchase price of $1,000 per share in a private

placement exempt from ~~registration.~~registration under the Securities Act of 1933, as amended. The offering of the Series A Preferred Stock was effected for the purpose of the Company having at least 100 stockholders to satisfy one of the qualifications required in order to qualify as a REIT under the Code. On March 31, 2021, the Company redeemed all of the 125 outstanding shares of the Series A Preferred Stock in accordance with its Charter.

On October 8, 2020, a subsidiary of Nuveen OP sold 125 shares of preferred stock in a private placement to effectuate the formation of a REIT established to hold the Company's industrial property located in Massachusetts for tax management purposes.

Common Stock

As of September 30, ~~2020,~~2021, the Company had issued and outstanding ~~2,970,731~~6,967,786 shares of Class T common stock, ~~2,162,414~~15,095,660 shares of Class S common stock, ~~1,168,583~~3,426,523 shares of Class D common stock, ~~3,757,046~~22,031,059 shares of Class I common stock, and 29,730,608 shares of Class N common stock.

~~During~~The following tables detail the ~~nine months ended September 30, 2020,~~movement in the ~~Company sold the following~~Company’s outstanding shares of common stock (in thousands):

Class T Class S Class D Class I Class N Total
December 31, 2019 1,377 70 573 1,966 29,731 33,717
Common Stock Issued 1,557 2,078 590 1,887 — 6,112
Distribution Reinvestment 47 17 26 41 — 131
Vested Stock Grant — — — 6 — 6
Common Stock Repurchased (10) (3) (20) (143) — (176)
September 30, 2020 2,971 2,162 1,169 3,757 29,731 39,790


	Three Months Ended September 30, 2021
	Class T Shares	Class S Shares	Class D Shares	Class I Shares	Class N Shares	Total
June 30, 2021	5,540	9,608	2,520	12,044	29,731	59,443
Common stock issued	1,411	5,433	908	9,996	—	17,748
Distribution reinvestment	30	65	13	76	—	184

Common stock repurchased	(13)	(10)	(14)	(85)	0	(122)
September 30, 2021	6,968	15,096	3,427	22,031	29,731	77,253


	Nine Months Ended September 30, 2021
	Class T Shares	Class S Shares	Class D Shares	Class I Shares	Class N Shares	Total
December 31, 2020	3,248	2,832	1,406	4,462	29,731	41,679
Common stock issued	3,661	12,171	2,015	17,581	—	35,428
Distribution reinvestment	77	118	36	138	—	369
Vested stock grant	—	—	—	6	—	6
Common stock repurchased	(18)	(25)	(30)	(156)	—	(229)
September 30, 2021	6,968	15,096	3,427	22,031	29,731	77,253

TIAA has purchased $300.0 million of the Company’s Class N shares of common stock through its wholly owned subsidiary. Per the terms of the agreement between the Company and TIAA, all shares held by TIAA are not eligible to be repurchased until January 31, 2023; provided that TIAA must continue to maintain ownership of the $200,000 initial investment in the Company’s shares for so long as the Advisor or its affiliate serves as the Company’s advisor.

Restricted Stock Grants

The Company’s independent directors are compensated with an annual retainer, of which 25% is paid in the form of an annual grant of restricted stock based on the most recent transaction price. The restricted stock generally vests one year from the date of grant, which, in connection with the directors’ first annual grant, occurred in February 2019. The Company ~~recognized $16,875~~accrued approximately $19,700 and ~~$50,625,~~$53,400, respectively, of ~~expense~~expenses for each of the three and nine months ended September 30, ~~2020,~~2021, in connection with the restricted stock portion of director compensation, which is included in Accounts Payable, Accrued Expenses and Other Liabilities on the Consolidated Balance Sheets.

On May 6, 2021, the Company’s board of directors approved changes in the Company’s independent director compensation plan, effective July 1, 2021. As revised, the independent directors will receive a $75,000 annual retainer and the chairperson of the audit committee will receive an additional $15,000 annual retainer. The Company pays 75% of this compensation in cash in quarterly installments and the remaining 25% in the form of an annual grant of restricted stock based on the most recent transaction price that generally vests one year from the date of grant.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan whereby holders of Class T, Class S, Class D and Class I shares (other than investors in certain states or who are clients of a participating broker-dealer that does not permit automatic enrollment in the distribution reinvestment plan) have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Holders of Class N shares are not eligible to participate in the distribution reinvestment plan and receive their distributions in cash. Investors who are clients of a participating broker-dealer that does not permit automatic enrollment in the distribution reinvestment plan or are residents of those states that do not allow automatic enrollment receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of the Company’s common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the transaction price at the time the distribution is payable, which will generally be equal to the Company’s prior month’s NAV per share for that share class. Stockholders do not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of the Company’s Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan.

~~Table of contents~~

Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code. Beginning September 30, 2018, the Company established a monthly record date for a quarterly distribution to stockholders on record as of the last day of each applicable month typically payable within 30 days following quarter end. On January 17, 2020, the Company’s board of directors amended the Company’s distribution policy to reflect that the Company intends to pay distributions monthly rather than quarterly going forward, subject to the discretion of the board of directors.

Based on the monthly record dates established by the board of directors, the Company accrues for ~~distribution~~distributions on a monthly basis. As of September 30, 2021 and December 31, 2020, the Company ~~has~~had accrued ~~$2.0~~$4.0 million and $2.1 million in Distributions Payable on the Consolidated Balance Sheets for the September ~~distributions.~~

2021 and December 2020 distributions, respectively. For the three and nine months ended September 30, 2021, the Company declared and paid distributions in the amount of $10.0 million and $24.0 million, respectively. For the three and nine months ended September 30, 2020, the Company declared and paid distributions in the amount of $5.8 million and $20.2 million, ~~respectively, which covers a quarterly distribution for Q4 2019 and monthly distributions for the current year.~~respectively.

Each class of common stock receives the same gross distribution per ~~share.~~share, which was 0.1868 and $0.5366, respectively, per share for the three and nine months ended September 30, 2021. The net distribution varies for each class based on the applicable advisory fee and stockholder servicing fee, which is deducted from the monthly distribution per share.

The following ~~table details~~tables detail the aggregate distribution declared for each of ~~our~~the Company's share classes for the three and nine months ended September 30, ~~2020:~~2021:


													Three Months Ended September 30, 2021
		Class T Common Stock		Class S Common Stock		Class D Common Stock		Class I Common Stock		Class N Common Stock			Class T Common Stock		Class S Common Stock		Class D Common Stock		Class I Common Stock		Class N Common Stock
Gross distribution per share of common stock	Gross distribution per share of common stock	$	0.5130	$	0.5130	$	0.5130	$	0.5130	$	0.5130	Gross distribution per share of common stock	$	0.1868	$	0.1868	$	0.1868	$	0.1868	$	0.1868
Advisory fee per share of common stock	Advisory fee per share of common stock	(0.0873)		(0.0871)		(0.0881)		(0.0886)		(0.0466)		Advisory fee per share of common stock	(0.0337)		(0.0335)		(0.0339)		(0.0339)		(0.0181)
Stockholder servicing fee per share of common stock	Stockholder servicing fee per share of common stock	(0.0668)		(0.0668)		(0.0198)		0		0		Stockholder servicing fee per share of common stock	(0.0246)		(0.0244)		(0.0073)		—		—
Net distribution per share of common stock	Net distribution per share of common stock	$	0.3589	$	0.3591	$	0.4051	$	0.4244	$	0.4664	Net distribution per share of common stock	$	0.1285	$	0.1289	$	0.1456	$	0.1529	$	0.1687


	Nine Months Ended September 30, 2021
	Class T Common Stock		Class S Common Stock		Class D Common Stock		Class I Common Stock		Class N Common Stock
Gross distribution per share of common stock	$	0.5366	$	0.5366	$	0.5366	$	0.5366	$	0.5366
Advisory fee per share of common stock	(0.0940)		(0.0935)		(0.0947)		(0.0948)		(0.0503)
Stockholder servicing fee per share of common stock	(0.0702)		(0.0699)		(0.0208)		—		—
Net distribution per share of common stock	$	0.3724	$	0.3732	$	0.4211	$	0.4418	$	0.4863

Share Repurchases

The Company has adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that the Company repurchase all or any portion of their shares. The Company may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in its discretion, subject to any limitations in the share repurchase plan. The total amount of aggregate repurchases of Class T, Class S, Class D, and Class I shares will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. In addition, if during any consecutive 24-month period, the Company does not have at least one month in which the Company fully satisfies 100% of properly submitted repurchase requests or accepts all properly submitted tenders in a self-tender offer for the Company’s shares, the Company will not make any new investments (excluding short-term cash management investments under 30 days in duration) and will use all available investable assets to satisfy repurchase requests (subject to the limitations under this program) until all outstanding repurchase requests have been satisfied. Shares would be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year would be repurchased at 95% of the transaction price. Due to the illiquid nature of investments in real estate, the Company may not have sufficient liquid resources to fund repurchase requests and has established limitations on the amount of funds the Company may use for repurchases during any calendar month and quarter. Further, the Company’s board of directors may modify, suspend or terminate the share repurchase plan.

~~Table~~For the three and nine months ended September 30, 2021, the Company repurchased shares of ~~contents~~

~~During~~its common stock for $1.4 million and $2.6 million, respectively. The Company had no unfulfilled repurchase requests during the nine months ended September 30, ~~2020, the Company repurchased shares of our common stock~~2021.

Redeemable Non-controlling Interest

The Company's affiliated partner has a redeemable non-controlling interest in the ~~following amounts,~~joint venture due to crystallization rights, which ~~represented all~~allows the partner to trigger the payment on the promote. The Redeemable Non-controlling Interests are recorded at the greater of (i) their carrying amount, adjusted for their share of the ~~share repurchase requests received~~allocation of GAAP net income or loss and distributions, or (ii) their redemption value, which is equivalent to the fair value of such interests at the end of each measurement period. For the three and nine months ended September 30, 2021. The Company did not have any affiliated partners with a redeemable non-controlling interest for the ~~same period.~~1

Month of: Total Number of Shares Repurchased Repurchases as a Percentage of NAV(1) Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(2)
April 2020 2,350 0.0061 % $ 10.51 2,350 0
May 2020 63,458 0.1655 % $ 10.41 63,458 0
July 2020 60,003 0.1534 % 10.40 60,003 0
August 2020 13,402 0.0336 % 10.43 13,402 0
September 2020 35,489 0.0888 % 10.47 35,489 0
174,702 N/M $ 10.42 174,702 0

Month of: Total Number of Shares Repurchased
Repurchases as a Percentage of NAV(1)
Average Price Paid per Share
April 2020 2,350 0.0061 % $ 10.51
May 2020 63,458 0.1655 % 10.41
July 2020 60,003 0.1534 % 10.40
August 2020 13,402 0.0336 % 10.43
September 2020 35,489 0.0888 % 10.47
174,702 N/M $ 10.42

~~(1)~~Represents aggregate NAV of shares repurchased under our share repurchase plan over aggregate NAV of all shares outstanding, in each case, based on the NAV as of the last calendar day of the prior month.three and nine months ended 2020.

Note 15. Segment Reporting

The Company ~~currently~~ operates in 89 reportable segments: healthcare properties, industrial properties, multifamily properties, office properties, retail properties, ~~office properties, other properties (which consists of a medical office building),~~single family housing, real estate-related securities, International Affiliated Funds, and ~~commercial mortgage loan.~~other (corporate). These are operating segments that are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-makers in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer, chief financial officer and head of portfolio management have been identified as the chief operating decision-makers. The Company’s chief operating decision-makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment. The Company believes that ~~Segment Net Operating Income~~segment net operating income is the performance metric that captures the unique operating characteristics of each segment.

~~Table of contents~~

The following table sets forth the total assets by segment as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020 ($ in thousands):


	September 30, 2021		December 31, 2020
Healthcare	$	170,611	$	61,397
Industrial	161,321		167,518
Multifamily	161,025		91,355
Office	92,106		72,810
Retail	83,070		86,154
Single Family Housing	60,076		—
Real Estate-Related Securities	79,872		40,052
International Affiliated Funds	50,496		51,008
Other (Corporate)	284,333		16,229
Total assets	$	1,142,910	$	586,523

September 30,
2020 December 31,
2019
Industrial $ 103,925 $ 106,417
Multifamily 92,425 94,039
Retail 86,442 88,217
Office 73,647 76,603
Other 39,171 39,634
International Affiliated Funds 49,230 37,734
Real Estate-Related Securities 35,465 35,240
Commercial Mortgage Loan 13,722 12,733
Other (Corporate) 13,262 16,880
Total assets $ 507,289 $ 507,497

2728

~~Table of contents~~

The following table sets forth the financial results by segment for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 ($ in thousands):

Three Months Ended
September 30, 2020 v 2019 Nine Months Ended
September 30, 2020 v 2019
2020 2019 $ % 2020 2019 $ %
Rental revenues
Industrial $ 2,489 $ 2,169 $ 320 15 % $ 7,358 $ 6,081 $ 1,277 21 %
Multifamily 2,336 2,378 (42) (2) % 7,000 6,921 79 1 %
Retail 1,656 1,560 96 6 % 4,927 5,175 (248) (5) %
Office 1,785 1,832 (47) (3) % 5,729 4,136 1,593 39 %
Other 1,181 0 1,181 100 % 3,453 0 3,453 100 %
Total rental revenues 9,447 7,939 1,508 19 % 28,467 22,313 6,154 28 %
Rental property operating expenses
Industrial 746 667 79 12 % 2,113 1,857 256 14 %
Multifamily 1,144 1,129 15 1 % 3,393 3,295 98 3 %
Retail 286 319 (33) (10) % 746 956 (210) (22) %
Office 495 428 67 16 % 1,501 1,061 440 41 %
Other 279 0 279 100 % 862 0 862 100 %
Total rental property operating expenses 2,950 2,543 407 16 % 8,615 7,169 1,446 20 %
Depreciation and amortization
Industrial (1,126) (953) (173) 18 % (3,501) (3,127) (374) 12 %
Multifamily (764) (754) (10) 1 % (2,290) (3,129) 839 (27) %
Retail (790) (786) (4) 1 % (2,423) (2,470) 47 (2) %
Office (1,582) (858) (724) 84 % (3,316) (1,804) (1,512) 84 %
Other (484) 0 (484) 100 % (1,446) 0 (1,446) 100 %
Total depreciation and amortization (4,746) (3,351) (1,395) 42 % (12,976) (10,530) (2,446) 23 %
Income from commercial mortgage loan 252 259 (7) (3) % 743 1,119 (376) (34) %
Realized and unrealized income (loss) from real estate-related securities 636 2,561 (1,925) (75) % (3,602) 7,666 (11,268) (147) %
Income (loss) from equity investment in unconsolidated international affiliated funds 965 (85) 1,050 (1,235) % 1,038 (85) 1,123 (1,321) %
General and administrative expenses (830) (811) (19) 2 % (2,782) (2,842) 60 (2) %
Advisory fee due to affiliate (868) (527) (341) 65 % (2,395) (1,490) (905) 61 %
Interest income 39 31 8 26 % 109 82 27 33 %
Interest expense (791) (1,262) 471 (37) % (2,885) (3,352) 467 (14) %
Net income (loss) 1,154 2,211 (1,057) (48) % (2,898) 5,712 (8,610) (151) %
Net income attributable to Series A preferred 4 4 0 0 % 11 11 0 0 %
Net income (loss) attributable to common stockholders $ 1,150 $ 2,207 $ (1,057) (48) % $ (2,909) $ 5,701 $ (8,610) (151) %


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020			2021			2020
Rental revenues
Healthcare	$	3,439	$	1,181		$	7,599		$	3,453
Industrial	3,794		2,489			10,940			7,358
Multifamily	3,810		2,336			8,805			7,000
Office	2,349		1,785			6,014			5,729
Retail	1,962		1,656			5,389			4,927
Single family housing	4		—			4			—
Total rental revenues	15,358		9,447			38,751			28,467
Rental property operating expenses
Healthcare	784		279			1,550			862
Industrial	1,310		746			3,515			2,113
Multifamily	1,649		1,144			4,022			3,393
Office	592		495			1,629			1,501
Retail	348		286			1,025			746
Single family housing	162		—			162		162000	0
Total rental property operating expenses	4,845		2,950			11,903			8,615






Depreciation and amortization	(6,962)		(4,746)			(19,200)			(12,976)
Income from commercial mortgage loan	—		252			—			743

Realized and unrealized income (loss) from real estate-related securities	2		636			8,787			(3,602)
Income from equity investment in unconsolidated international affiliated funds	1,613		965			1,928			1,038
General and administrative expenses	(903)		(830)			(2,834)			(2,782)
Advisory fee due to affiliate	(2,502)		(868)			(5,197)			(2,395)
Interest income	45		39			155			109
Interest expense	(1,127)		(791)			(3,072)			(2,885)
Net income (loss)	679		1,154			7,415			(2,898)
Net income attributable to preferred stock	4		4			15			11
Net income (loss) attributable to common stockholders	$	675	$	1,150		$	7,400		$	(2,909)

~~Table of contents~~

Note 16. Subsequent Events

Proceeds from the Issuance of Common Stock

Subsequent to September 30, 2021, the Company received net proceeds of $160.2 million from the issuance of its common stock.

Investment Activity

•On October 25, 2021, the Company completed the acquisition of an investment known as Bucks Town II Medical Center, a portfolio of 2 healthcare buildings located in the Philadelphia sub-market, for a total cost of $15.6 million, including purchase price adjustments and transaction costs. The property is a 30,887 square foot life science building located in Langhorne Pennsylvania. At the time of acquisition, Bucks Town II Medical was 100% leased to a single tenant on a long-term triple net lease with an average remaining lease term of over five years.

•On October 29, 2021, the Company completed the acquisition of a property known as 620 Roseville, an office property located in the Sacramento sub-market, for a total cost of $32.9 million, including purchase price adjustments

and transaction costs. The property is two-story, 193,573 square foot office/lab building located in Roseville, California. At the time of acquisition, 620 Roseville was 100% leased to a single tenant.

•In October 2021, the Company acquired 86 single family rentals, for a total purchase price of $30.7 million and funded an additional $30.0 million towards its commitment to Sparrow

•On October 25, 2021, the Company funded an additional $2.9 million towards its investment in APCF, bringing its total funded capital amount to $22.8 million of its total $50.0 million commitment.

•On November 9, 2021, the Company originated a floating-rate senior mortgage and mezzanine loan amounting to $62.3 million to finance the acquisition of an office property known as 9-90 Corporate Center and has committed to fund an additional $31.1 million for future renovations of the property.

Distributions

The Company's board of directors declared distributions amounting to ~~$2.0~~approximately $4.0 million on all outstanding shares of common stock as of the close of business on the record date of September ~~26, 2020~~29, 2021 and the Company paid these distributions on October ~~29, 2020.~~

~~Status of the Offering~~

On October 1, 2020 the Company sold approximately $5.1 million of common stock (92,279 Class T shares, 105,116 Class S shares, 165,072 Class D shares and 129,485 Class I shares) at a purchase price of $10.37 for Class T, $10.36 for Class S, $10.45 for Class D, and $10.48 for Class I.

On November 1, 2020 the Company sold approximately $4.7 million of common stock (60,344 Class T shares, 286,944 Class S shares, 54,889 Class D shares and 190,440 Class I shares) at a purchase price of $10.35 for Class T, $10.34 for Class S, $10.43 for Class D, and $10.46 for Class I.

~~On October 31, 2020, the Company repurchased 2,542 Class D shares at $10.43 per share and 4,726 Class I shares at $10.46 per share.~~

The Company sold 125 shares of Series A preferred stock at a purchase price of $1,000 per share in a private placement exempt from registration to effectuate the formation of a REIT established to hold our upcoming Massachusetts property for tax management purposes.

On November 4, 2020, the Company completed the acquisition of the property known as Locust Grove from an unaffiliated third party for a total cost of $10.2 million, including purchase price adjustments and transaction costs. Locust Grove is a newly constructed medical office building totaling 40,000 square feet located in the Atlanta market. The property is 100% leased to a single tenant through November 2026.

~~The Company engaged in an affiliated transaction with NexCore Companies LLC to provide property management, accounting and leasing services for its investments in medical office properties.~~

~~Affiliated Transactions~~

On November 5, 2020, the Company’s board of directors approved the renewal of the advisory agreement for an additional year from January 31, 2021 to January 31, 2022. All other terms of the advisory agreement remain the same.

25, 2021.

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~~Table of contents~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References herein to “Company,” “we,” “us,” or “our” refer to Nuveen Global Cities REIT, Inc. and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with ~~the~~our unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 and elsewhere in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements about our business, operations and financial performance, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include our plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks, uncertainties and assumptions. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements as a result of various factors, including but not limited to those discussed under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, and elsewhere in this Quarterly Report on Form 10-Q. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Quarterly Report on Form 10-Q is filed with the Securities and Exchange Commission (the “SEC”). Except as required by law, we do not undertake to update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q.

While management believes the assumptions underlying any of its forward-looking statements and information to be reasonable, such information may be subject to uncertainties and may involve certain risks which may be difficult to predict and are beyond management’s control. These risks and uncertainties could cause actual results to differ materially from those contained in any forward-looking statement. These risks and uncertainties include, but are not limited to, the risks associated with the following:

•COVID-19 Risks. In response to the novel coronavirus pandemic (commonly known as “COVID-19”), governmental authorities throughout the world, including the United States, have taken significant measures to inhibit the spread of the disease, such as prohibiting people from congregating in heavily populated areas, instituting localized quarantines, restricting nonessential travel, issuing “stay-at-home” orders, closing schools, and most notably, restricting the types of businesses that may continue to operate.disease. The restrictions have had an adverse impact on economic and market conditions across the world. It is possible that public health officials and governmental authorities in the markets in which we have investments may impose ~~additional~~or reinstate restrictions in an effort to further slow the spread of the COVID-19 pandemic or may relax or revoke existing restrictions too quickly, which could, in either case, exacerbate the severity of adverse impacts on the economy. Moreover, the market volatility and economic uncertainty surrounding the COVID-19 pandemic may negatively impact our ~~liquid~~ investments ~~such as those~~ in ~~REIT~~real estate-related securities and our investments in the ~~International~~European Cities Partnership SCSp (“ECF”) and Asia Pacific Cities Fund (“APCF” and, collectively with ECF, the “International Affiliated ~~Funds.~~Funds”), investment funds managed by an affiliate of Teachers Insurance and Annuity Association of America (“TIAA”) . These and other consequences of the COVID-19 pandemic may have an adverse effect on our Company’s business and results of operations.

Overview

Nuveen Global Cities REIT, Inc. is a Maryland corporation formed on May 1, 2017 and qualifies as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2018. We were formed to invest in properties in or around certain global cities selected for their resilience, long-term structural performance and ability to deliver an attractive and stable distribution yield. We expect that over time a majority of our real estate investments will be located in the United States and that a substantial but lesser portion of our portfolio will include real properties located in Canada, Europe and the Asia-Pacific region. We seek to complement our real property investments by

investing a smaller portion of our portfolio in real estate-related assets. We are externally managed by our advisor, Nuveen Real Estate Global

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Cities Advisors, LLC ~~(“Nuveen Real Estate Global Cities Advisors” or the “Advisor”~~(the "Advisor"), an investment advisory affiliate of Nuveen Real ~~Estate.~~Estate ("Nuveen Real Estate"). Nuveen Real Estate is the real estate investment management division of our sponsor, Nuveen, LLC ~~(together with its affiliates, “Nuveen” or the “Sponsor”~~("Nuveen"). Nuveen is the asset management arm and wholly owned subsidiary of ~~Teachers Insurance and Annuity Association of America (“TIAA”).~~TIAA.

Initial Public ~~Offering~~Offerings

On January 31, 2018, our IPO Registration Statement on Form S-11 (File No. 333-252077) relating to our initial public offering was first declared effective by the SEC. ~~We have~~Pursuant thereto, we registered with the SEC an offering of up to $5.0 billion in shares of common stock (the ~~“Offering”~~“Initial Public Offering”), consisting of up to $4.0 billion in shares in our primary offering and up to $1.0 billion in shares pursuant to our distribution reinvestment plan. ~~We intend~~

On January 13, 2021,the Company filed a Registration Statement on Form S-11 (File No. 333-252077), the ("Follow-on Registration Statement") to ~~publicly sell~~register up to $5.0 billion of shares of common stock, consisting of up to $4.0 billion in shares in its primary offering and up to $1.0 billion in shares pursuant to its distribution reinvestment plan (the "Follow-on Public Offering"). The Follow-on Registration Statement was declared effective by the SEC on July 2, 2021. On the effective date of the Follow-on Registration Statement, the Initial Public Offering automatically terminated. The Company is offering to the public any combination of four classes of shares of our common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The publicly offered share classes have different upfront selling commissions and ongoing stockholder servicing fees. The purchase price per share for each class of common stock ~~in the Offering will vary~~varies and ~~will~~ generally ~~equal~~equals our prior month’s net asset value (“NAV”) per share, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees.

TIAA Investment

TIAA invested $200,000 through the purchase of 20,000 shares of common stock at $10.00 per share as our initial capitalization. Subsequent to our initial capitalization, TIAA purchased $300.0 million in shares (less the $200,000 initial capitalization amount) and has fully funded its commitment to purchase $300.0 million of our Class N common stock.

Q3 ~~2020~~2021 Highlights

Operating results:

•Raised ~~$12.0~~$394.7 million ~~and $66.3 million, respectively,~~ of net proceeds ~~during the three and nine months ended September 30, 2020.~~

•~~Declared and paid monthly distributions totaling $5.8 million~~ during the three months ended September 30, ~~2020.~~2021.

•~~Aggregate~~Declared and paid distributions totaling $10.0 million on our common stock during the three months ended September 30, 2021, resulting in quarterly average annualized distribution rates of 4.6% for Class T, 4.6% for Class S, 5.2% for Class D and ~~trailing 12 months total net return of 1.92% and 3.60%, respectively.~~

•~~Repurchased an aggregate of $1.1 million~~5.4% for Class I shares of common stock.

•~~Overall~~Year-to-date total return through September 30, 2021, without upfront selling commissions, was 18.15% for Class T, 18.28% for Class S, 18.51% for Class D and 18.75% for Class I shares. Year-to-date total return through September 30, 2021 assuming maximum upfront selling commissions was 14.08% for Class T and 14.20% for Class S shares.

•Trailing 12 months total return through September 30, 2021, without upfront selling commissions, was 21.51% for Class T, 21.65% for Class S, 22.04% for Class D and 22.34% for Class I shares. Trailing 12 months total return through September 30, 2021 assuming maximum upfront selling commissions was 17.27% for Class T and 17.1% for Class S shares.

•As of September 30, 2021, our real property portfolio iswas leased at ~~98%~~approximately 94% with an average rent collection for the quarter at ~~99%~~approximately 98%, excluding tenants granted rent deferrals. As of September 30, ~~2020, the Company~~2021, we did not have material rent deferrals.

Investments:

•~~Funded~~Acquired 1110 Perimeter’s Edge, a research and development office property located in the Raleigh-Durham submarket in North Carolina, for a purchase price of $21.3 million. The property is a flexible/research and development office building consisting of 84,748 square feet and is 97% leased with an ~~additional $2.9~~average remaining lease term of over five years

•Acquired a healthcare portfolio, Bucks Town Medical Center, consisting of five single-story buildings, located in Langhorne, Pennsylvania, in the Philadelphia submarket, for a purchase price of $25.8 million, including price adjustments and ~~$9.9 million, respectively, towards~~transaction costs.

•Acquired 101 single family rentals in conjunction with our partnership with Sparrow for a total purchase price of $35.9 million. The properties acquired are located in various target markets throughout the ~~$30.0 million commitment to APCF for the three~~United States, including Arizona, Florida, Georgia, North Carolina, Tennessee, and ~~nine months ended September 30, 2020, with a remaining unfunded commitment of $10.1 million as of September 30, 2020.~~Texas.

•Made additional investments in real estate-related securities ~~with 92~~of $22.0 million and have 103 holdings as of September 30, ~~2020 and~~2021 with a total fair market value ~~basis~~ of ~~$35.5~~$79.9 million.

Financings:

•~~Used proceeds from issuance of common stock~~On September 30, 2021, the Company amended its Credit Agreement to ~~pay down~~increase the Credit Facility ~~by $11.5~~to $335.0 million in aggregate commitments, comprised of a $235.0 million revolving facility, and ~~$39.0 million, respectively, during~~a senior delayed draw term loan facility in the ~~three and nine months ended September 30, 2020.~~aggregate amount of up to $100.0 million.

Investment Objectives

Our investment objectives are to:

•provide regular, stable cash distributions;

•target institutional quality, stabilized commercial real estate to achieve an attractive distribution yield;

•preserve and protect stockholders’ invested capital;

•realize appreciation from proactive investment management and asset management; and

•seek diversification by investing across leading global cities and across real estate sectors including office, industrial, multifamily, retail, healthcare, and ~~other.~~alternative property types (e.g., self-storage, student and single family housing, senior living, and hospitality).

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We cannot assure you that we will achieve our investment objectives.

Portfolio

The following map shows the location of our investments within our global portfolio, including our directly-held real estate, commercial mortgage loan, and properties owned by the International Affiliated Funds, as of September 30, 2020:

The following chart outlines the allocation of our investments based on fair value as of September 30, ~~2020:~~2021:

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The following charts further describe the diversification of our direct investments in real properties based on fair value as of September 30, ~~2020:~~2021:

~~(*)~~

(a)Based upon the market value of the properties.

The following map shows the location of our directly-held real estate investments as of September 30, 2021:

Direct property investment

~~Table~~

The following map shows the location and property type of ~~contents~~directly held real estate investments owned by ECF as of September 30, 2021:

Office

Retail

Logistics

Alternatives

The following map shows the location and property type of directly held real estate investments owned by APCF as of September 30, 2021:

Office

Logistics

Multifamily

Investments in Real Estate

The following charts provide information on the nature and geographical locations of our real properties as of September 30, ~~2020:~~2021:


Sector and Property/Portfolio Name	Number of Properties	Location	Acquisition Date	Ownership Interest		Sq Feet (in thousands) / # of units		Occupancy
Multifamily:
Kirkland Crossing	1	Aurora, IL	Dec, 2017	100	%	266	units	98	%
Tacara Steiner Ranch	1	Austin, TX	June, 2018	100	%	246	units	95	%
Brookson Flats	1	Huntersville, NC	June, 2021	100	%	296	units	98	%
Total Multifamily	3					808	units
Industrial:
West Phoenix Industrial	1	Phoenix, AZ	Dec, 2017	100	%	265	sq ft.	80	%
Denver Industrial	3	Golden & Denver, CO	Dec, 2017	100	%	486	sq ft.	97	%
Henderson Interchange	1	Henderson, NV	Dec, 2018	100	%	197	sq ft.	50	%
Globe Street Industrial	1	Moreno Valley, CA	Oct, 2019	100	%	252	sq ft.	100	%
1 National Street	1	Boston, MA	Nov, 2020	100	%	300	sq ft.	100	%
Rittiman West 6 & 7	2	San Antonio, TX	Dec, 2020	100	%	147	sq ft.	100	%
Total Industrial	9					1,647	sq ft.
Retail:
Main Street at Kingwood	1	Houston, TX	Oct, 2018	100	%	199	sq ft.	100	%
Total Retail	1					199	sq ft.
Office:
Defoor Hills	1	Atlanta, GA	June, 2018	100	%	91	sq ft.	100	%
East Sego Lily	1	Salt Lake City, UT	May, 2019	100	%	149	sq ft.	96	%
Perimeter's Edge	1	Raleigh, NC	Sept, 2021	100	%	85	sq ft.	79	%
Total Office	3					325	sq ft.
Healthcare:
9725 Datapoint	1	San Antonio, TX	Dec, 2019	100	%	205	sq ft.	100	%
Locust Grove	1	Atlanta, GA	Nov, 2020	100	%	40	sq ft.	100	%
Linden Oaks	1	Chicago, IL	Nov, 2020	100	%	43	sq ft.	100	%
2945 Wilderness Place	1	Boulder, CO	Jan, 2021	100	%	31	sq ft.	100	%
Pacific Center	1	San Diego, CA	May, 2021	100	%	92	sq ft.	100	%
Hillcroft Medical Clinic	1	Sugarland, TX	June, 2021	100	%	41	sq ft.	100	%
Buck's Town Medical Campus	5	Philadelphia, PA	Sept, 2021	100	%	142	sq ft.	89	%
Total Healthcare	11					594	sq ft.
Single Family Housing:
Single Family Rentals	101	Various	Various	100	%	209	sq ft.	11	%
Total Single Family Housing	101					209	sq ft.
Total Investment Properties	128

Sector and Property/Portfolio Name Number of
Properties Location Acquisition Date Ownership
Interest Sq Feet (in
thousands)
/ # of units Occupancy
Multifamily:
Kirkland Crossing 1 Aurora, IL Dec, 2017 100% 266 units 94 %
Tacara Steiner Ranch 1 Austin, TX June, 2018 100% 246 units 91 %
Total Multifamily 2 512 units 93 %
Industrial:
West Phoenix Industrial 1 Phoenix, AZ Dec, 2017 100% 265 sq ft. 100 %
Denver Industrial 3 Golden & Denver, CO Dec, 2017 100% 486 sq ft. 100 %
Henderson Interchange 1 Henderson, NV Dec, 2018 100% 197 sq ft. 100 %
Globe Street Industrial 1 Moreno Valley, CA Oct, 2019 100% 252 sq ft. 100 %
Total Industrial 6 1200 sq ft. 100 %
Retail:
Main Street at Kingwood 1 Houston, TX Oct, 2018 100% 199 sq ft. 100 %
Total Retail 1 199 sq ft. 100 %
Office:
Defoor Hills 1 Atlanta, GA June, 2018 100% 91 sq ft. 100 %
East Sego Lily 1 Salt Lake City, UT May, 2019 100% 149 sq ft. 88 %
Total Office 2 240 sq ft. 100 %
Other:
9725 Datapoint 1 San Antonio, TX Dec, 2019 100% 205 sq ft. 100 %
Total Other 1 205 sq ft. 100 %
Total Investment Properties 12

The following schedule details the expiring leases at our industrial, retail, office and ~~other~~healthcare properties by annualized base rent and square footage as of September 30, ~~2020~~2021 ($ and square feet data in thousands). The table below excludes our multifamily properties and single family rentals as substantially all leases at such properties expire within 12 months.


Year	Year	Number of Expiring Leases	Annualized Base Rent(1)		% of Total Annualized Base Rent Expiring		Square Feet	% of Total Square Feet Expiring		Year	Number of Expiring Leases	Annualized Base Rent(1)	% of Total Annualized Base Rent Expiring		Square Feet	% of Total Square Feet Expiring
2020 (Remaining)		—	$	—	—	%	—	—	%
2021		8	765		4	%	114	7	%
2021 (remaining)										2021 (remaining)	2	155	1	%	23	1	%
2022	2022	15	2,124		11	%	275	16	%	2022	20	2,233	7	%	304	12	%
2023	2023	5	565		3	%	54	3	%	2023	8	640	2	%	72	3	%
2024	2024	9	1,473		8	%	154	9	%	2024	16	1,908	6	%	210	8	%
2025	2025	12	4,121		21	%	560	32	%	2025	21	8,338	27	%	953	37	%
2026	2026	2	217		1	%	8	—	%	2026	13	1,649	5	%	109	4	%
2027	2027	11	2,982		15	%	90	5	%	2027	18	4,204	13	%	180	7	%
2028	2028	4	797		4	%	63	4	%	2028	6	3,397	11	%	165	6	%
2029										2029	3	183	1	%	8	1	%
2030										2030	7	3,260	10	%	161	6	%
Thereafter	Thereafter	14	6,510		33	%	408	24	%	Thereafter	12	5,422	17	%	370	15	%
Total	Total	80	$	19,554	100	%	1,726	100	%	Total	126	31,389	100	%	2,555	100	%

(1)The annualized September 30, ~~2020~~2021 base rent per leased square foot of the applicable year excluding tenant recoveries, straight-line rent and above-market and below-market lease amortization.

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Investments in Real Estate-Related Securities

As part of our investment strategy we invest in real estate-related securities including shares of common stock of publicly-traded ~~real estate investment trusts.~~REITs. As of September 30, ~~2020,~~2021, we had 92103 holdings and have invested ~~$34.1~~$79.9 million in securities that are valued at ~~$35.5 million on the balance sheet.~~$79.9 million.

Investments in International Affiliated Funds

~~Investment in ECF:~~European Cities Fund ("ECF")

(€1.3 billion) and has called $1.4 billion (€1.2 billion) of these commitments. ECF has 1413 assets with a ~~gross~~net asset value of ~~$2.3~~

$1.4 billion (€1.2 billion) and has a ~~loan-to-value~~loan to value ratio of ~~36.8%~~33.3%. The ECF portfolio is well diversified and has a balanced

country exposure with ~~25.5%~~20.8% in UK, ~~18.9%~~20.1% in Netherlands, ~~13.5%~~12.4% in Finland, ~~12.8%~~11.8% in Spain, ~~11.0%~~11.7% in Germany, 10.9% in

Italy, ~~4.0%~~5.3% in Denmark, 3.7% in France, and ~~3.3%~~3.2% in Austria resulting in an annualized since inception income return of ~~4.2%~~4.1%.

On December 22, 2017, ~~the Company~~we entered into a subscription agreement to invest ~~approximately $29.3~~€25.0 million ~~(€25.0 million)~~ into ECF. As of September 30, ~~2020, the Company has~~2021, we had fully satisfied its ~~commitment.~~commitment through cumulative contributions of $28.4 million.

The following table summarizes the ~~Equity Investment~~equity investment in Unconsolidated International Affiliated Funds from ECF as of September 30, ~~2020~~2021 ($ in thousands):


	Investment in ECF
Balance as of December 31, ~~2019~~2020	$	~~28,144~~29,803

Income distribution	~~(546)~~(592)
Income from equity investment in unconsolidated international affiliated fund	70434
Foreign currency translation adjustment	~~1,319~~ (1,644)
Balance as of September 30, ~~2020~~2021	$	~~28,987~~28,001

~~(Loss)~~

Income from equity investments in Unconsolidated International Affiliated Funds from ECF was $0.2 million and $0.4 million for the three and nine months ended September 30, 2021, respectively. Loss from Equity Investments in Unconsolidated International Affiliated Funds from ECF for the three and nine months ended September 30, 2020 was $0.3 million and $0.1 million, respectively.

~~Investment in APCF:~~Asia Pacific Cities Fund ("APCF")

APCF was launched in November 2018 as an open-end, U.S. dollar denominated fund that seeks durable income and capital appreciation from a balanced and diversified portfolio of real estate investments in a defined list of investment cities in the Asia-Pacific region. As of ~~the latest available information,~~September 30, 2021, APCF has total equity commitments of ~~$666.5~~$736.5 million and has called ~~$361.5~~$411.5 million of these commitments. APCF has 13 assets with a ~~gross~~net asset value of ~~$567.9~~$477.8 million and has a ~~loan-to-value~~loan to value ratio of ~~40%~~38.1%. As of June 30, 2021, APCF ~~ramps up, it currently has 14%~~had 50.7% exposure in ~~Australia, 78% in~~ Japan, ~~and 8%~~30.0% in South Korea and 19.3% in Australia, resulting in an annualized since inception income return of ~~3.2%~~3.1%.

On November 9, 2018, ~~the Company~~we entered into a subscription agreement to invest $10.0 million into APCF. Subsequently, on September 11, 2019 ~~the Company~~and January 6, 2021, we increased ~~its~~our commitment by $20.0 million ~~raising the~~each, bringing our total commitment to ~~$30.0~~$50.0 million. As of September 30, ~~2020, the Company has~~2021, we had funded $19.9 million of its total ~~$30.0~~$50.0 million commitment.

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The following table summarizes the ~~Equity Investment~~equity investment in Unconsolidated International Affiliated Funds from APCF as of September 30, ~~2020~~2021 ($ in thousands):


	Investment in APCF
Balance as of December 31, ~~2019~~2020	$	~~9,590~~21,205
~~Contributions~~	~~9,855~~
Income distribution	~~(169)~~(205)
Income from equity investment in unconsolidated international affiliated fund	~~967~~1,495

Balance as of September 30, ~~2020~~2021	$	~~20,243~~22,495

Investment in Commercial Mortgage Loan

We originated our first commercial mortgage loan on March 28, 2019 to finance the acquisition and renovation of an industrial property located in Maspeth, New York. The initial term of the loan was three years with two one-year extension options. Based on the terms of the loan, we funded the loan on a 60% loan-to-cost basis amounting to $46.0 million. The borrower has the option to up-size the loan in two phases up to 80% loan-to-cost basis with a corresponding reduction in the interest rate and can request the up-size once an anchor lease for the property is signed and other requirements have been fulfilled.

OnIn June 6, 2019, we sold the senior portion of the loan for $34.3 million to an unaffiliated party and retained the subordinate mezzanine mortgage, receiving proceeds of $34.0 million, which is net of disposition fees.

~~For~~ Subsequently, in November 2020, the ~~three and nine months ended September 30, 2020 and 2019, we did not incur any unrealized gains or losses~~outstanding balance of $14.4 million on ~~our commercial~~the subordinate mortgage ~~loan.~~

~~Loan terms for the mezzanine~~ loan ~~as of September 30, 2020 are summarized below ($~~was paid off in ~~thousands):~~

Investment
Name
Asset
Type Location Interest
Rate Origination
Date Maturity
Date Periodic
Payment
Terms Commitment
Amount Unfunded
Amount Principal
Receivable Fair
Value
55 Grand Ave Mezzanine Loan Maspeth, NY Libor + 570 bps March 28, 2019 March 29, 2022 Interest Only $14,375 $707 $13,668 $13,668

full.

Factors Impacting Our Operating Results

Our results of operations are affected by a number of factors and depend on the rental revenue we receive from the properties that we acquire, the timing of lease expirations, general market conditions, operating expenses, the competitive environment for real estate assets and income from our investments in real estate-related securities and the International Affiliated Funds.

The outbreak of ~~the novel coronavirus (“COVID-19”)~~COVID-19 and subsequent global pandemic began significantly impacting the U.S. and global financial markets and economies during the ~~nine months ended September 30,~~first half of 2020. The worldwide spread of COVID-19 has created significant uncertainty in the global economy. ~~During the second quarter of 2020, we received multiple requests for~~At this time, tenants have requested certain rent relief and lease modifications from this unprecedented event; however, such requests have not been significant as ~~a result~~ of ~~the COVID-19 pandemic. Relief requests~~September 30, 2021 for our direct real estate investments. Requests have generally been comprised of ~~rent~~ deferrals, with ~~rent~~payments postponed for a brief period (i.e. less than 12 months) and then repaid over the remaining duration of the ~~lease.~~contract. As of September 30, ~~2020,~~2021, we did not have material exposure to rent concessions, tenant defaults or ~~rent concessions for our direct real estate properties.~~loan defaults. Our investments in the International Affiliated Funds may be similarly and negatively impacted by COVID-19 in the foreign countries where their investments are located. The duration and extent of COVID-19 over the long-term cannot be reasonably estimated at this time. The ultimate impact of COVID-19 and the extent to which COVID-19 impacts us will depend on future developments.

Rental Revenues

We receive income primarily from rental revenue generated by the properties that we acquire. The amount of rental revenue depends upon a number of factors, including: our ability to enter into leases with increasing or market value rents for the properties that we acquire; and rent collection, which primarily relates to each future tenant’s financial condition and ability to make rent payments to us on time.

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Competitive Environment

We face competition from a diverse mix of market participants, including but not limited to, other companies with similar business models, independent investors, hedge funds and other real estate investors. Competition from others may diminish our opportunities to acquire a desired property on favorable terms or at all. In addition, this competition may put pressure on us to reduce the rental rates below those that we expect to charge for the properties that we acquire, which would adversely affect our financial results.

Operating Expenses

Our operating expenses include general and administrative expenses, including legal, accounting, and other expenses related to corporate governance, public reporting and compliance with the various provisions of U.S. securities laws. As we have with the leases associated with our industrial, retail, office and ~~other~~healthcare properties, we generally expect to structure our leases so that the tenant is responsible for taxes, maintenance, insurance, and structural repairs with respect to the premises throughout the lease term. Increases or decreases in such operating expenses will impact our overall financial performance.

Our Qualification as a REIT

We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2018. Shares of our common stock are subject to restrictions on ownership and transfer that are intended, among other purposes, to assist us in qualifying and maintaining our qualification as a REIT. In order for us to qualify as a REIT under the Internal Revenue Code (the “Code”), we are required to, among other things, distribute as dividends at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders and meet certain tests regarding the nature of our income and assets. In order to satisfy a requirement that five or fewer individuals do not own (or be treated as owning) more than 50% of our stock, subject to certain exceptions, no person or entity may own, or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (in value or number of shares, whichever is more restrictive) of the aggregate of our outstanding shares of stock or more than 9.8% (in value or number of shares, whichever is more restrictive) of our outstanding common stock.

Tax legislation commonly referred to as the Tax Cuts & Jobs Act (the “TCJA”) was enacted on December 22, 2017. Among other things, the TCJA reduced the U.S. federal corporate income tax rate from 35% to 21% and created new taxes on certain foreign-sourced earnings. Federal legislation intended to ameliorate the economic impact of the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"), was enacted on March 27, 2020, which, among other things, makes technical corrections to, or modifies on a temporary basis, certain of the provisions of the TCJA. Management has evaluated the effects of TCJA, as modified by the CARES Act and concluded that the TCJA will not materially impact its consolidated financial statements. We also estimate that the taxes on foreign-sourced earnings imposed under the TCJA are not likely to apply to ~~its~~our foreign investments.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under ASC 740, Income Taxes. Although we believe that the impacts of the TCJA will be immaterial to our financial results, we continue to analyze certain aspects of the TCJA, therefore our estimates may change as additional information becomes available. Many of the provisions of the TCJA will require guidance through the issuance of Treasury regulations in order to assess their effect. There may be a substantial delay before such regulations are promulgated, increasing the uncertainty as to the ultimate effect of the statutory amendments on us. It is also likely that there will be technical corrections legislation proposed with respect to the TCJA this year, the effect of which cannot be predicted and may be adverse to us or our stockholders.

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Results of Operations

The following table sets forth the results of our operations for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 ($ in thousands):


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2020		2019		2020 vs 2019		2020		2019		2020 vs 2019			2021		2020		2021 vs 2020		2021		2020		2021 vs 2020
Revenues	Revenues													Revenues
Rental revenue	Rental revenue	$	9,447	$	7,939	$	1,508	$	28,467	$	22,313	$	6,154	Rental revenue	$	15,358	$	9,447	$	5,911	$	38,751	$	28,467	$	10,284
Income from commercial mortgage loan	Income from commercial mortgage loan	252		259		(7)		743		1,119		(376)		Income from commercial mortgage loan	—		252		(252)		—		743		(743)
Total revenues	Total revenues	9,699		8,198		1,501		29,210		23,432		5,778		Total revenues	15,358		9,699		5,659		38,751		29,210		9,541
Expenses	Expenses													Expenses
Rental property operating	Rental property operating	2,950		2,543		407		8,615		7,169		1,446		Rental property operating	4,845		2,950		1,895		11,903		8,615		3,288
General and administrative	General and administrative	830		811		19		2,782		2,842		(60)		General and administrative	903		830		73		2,834		2,782		52
Advisory fee due to affiliate	Advisory fee due to affiliate	868		527		341		2,395		1,490		905		Advisory fee due to affiliate	2,502		868		1,634		5,197		2,395		2,802
Depreciation and amortization	Depreciation and amortization	4,746		3,351		1,395		12,976		10,530		2,446		Depreciation and amortization	6,962		4,746		2,216		19,200		12,976		6,224
Total Expenses		9,394		7,232		2,162		26,768		22,031		4,737
Total expenses														Total expenses	15,212		9,394		5,818		39,134		26,768		12,366
Other income (expense)	Other income (expense)													Other income (expense)
Realized and unrealized income (loss) from real estate-related securities	Realized and unrealized income (loss) from real estate-related securities	636		2,561		(1,925)		(3,602)		7,666		(11,268)		Realized and unrealized income (loss) from real estate-related securities	2		636		(634)		8,787		(3,602)		12,389
Income (loss) from equity investment in unconsolidated international affiliated funds		965		(85)		1,050		1,038		(85)		1,123

Income from equity investment in unconsolidated international affiliated funds														Income from equity investment in unconsolidated international affiliated funds	1,613		965		648		1,928		1,038		890
Interest income	Interest income	39		31		8		109		82		27		Interest income	45		39		6		155		109		46
Interest expense	Interest expense	(791)		(1,262)		471		(2,885)		(3,352)		467		Interest expense	(1,127)		(791)		(336)		(3,072)		(2,885)		(187)
Net income (loss)	Net income (loss)	1,154		2,211		(1,057)		(2,898)		5,712		(8,610)		Net income (loss)	679		1,154		(475)		7,415		(2,898)		10,313
Net income attributable to Series A preferred stock		4		4		—		11		11		—
Net income attributable to preferred stock														Net income attributable to preferred stock	4		4		—		15		11		4
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	1,150	$	2,207	$	(1,057)	$	(2,909)	$	5,701	$	(8,610)	Net income (loss) attributable to common stockholders	$	675	$	1,150	$	(475)	$	7,400	$	(2,909)	$	10,309

Rental Revenue, Rental Property Operating Expenses, and Depreciation and Amortization

Due to acquisitions of real estate we have made since we commenced principal operations in December 2017, our revenues and operating expenses for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 are not comparable. However, certain properties in our portfolio were owned for both the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 and are further discussed below in "Same Property Results of Operations."

Income from Commercial Mortgage Loan

During the three and nine months ended September 30, ~~2020,~~2021, income from our commercial mortgage loan decreased ~~$0.4~~$0.3 million and $0.7 million, respectively, in comparison to the corresponding ~~period~~periods in ~~2019 primarily~~2020. The decrease is due to ~~the sale~~payoff of the ~~senior portion~~outstanding balance of the ~~commercial~~subordinate mortgage loan in ~~June 2019.~~full in November 2020, resulting in no income during the three and nine months ended September 30, 2021.

General and Administrative Expenses

During the three and nine months ended September 30, ~~2020,~~2021, general and administrative expenses increased slightly in comparison to the corresponding periods in ~~2019~~2020 primarily due to an increase in legal and printing fees, offset by a decrease in professional fees incurred for ~~legal and audit~~tax services. During the nine months ended September 30, 2020, general and administrative decreased $0.1 million in comparison to the corresponding period in 2019 primarily due to a one time disposition fee on the sale of the senior portion of the commercial mortgage loan in June 2019.

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Advisory Fee Due to Affiliate

During the three and nine months ended September 30, ~~2020,~~2021, the advisory fee due to affiliate increased by ~~$0.3~~$1.6 million and ~~$0.9~~$2.8 million, respectively, as compared to the corresponding periods in ~~2019~~2020 due to the growth of our NAV.

Depreciation and Amortization

During the three and nine months ended September 30, 2021, depreciation and amortization increased $2.2 million and $6.2 million, respectively, compared to the corresponding periods in 2020. The increase was driven by the growth in our portfolio, which increased from 10 real estate investments as of September 30, 2020 to 21 real estate investments as of September 30, 2021.

Realized and Unrealized Income (Loss) from Real Estate-Related Securities

Realized and unrealized income ~~(loss)~~ from real estate-related securities decreased ~~$1.9~~$0.6 million for the three months ended September 30, 2021 compared to the corresponding period in 2020. The decrease was due to adverse market conditions at the end of the current quarter. Realized and ~~$11.3~~unrealized income from real estate-related securities $12.4 million ~~respectively,~~ for the three and nine months ended September 30, ~~2020~~2021 compared to the corresponding periods in ~~2019.~~2020. The ~~decrease~~increase is due to the ~~adverse~~improvement in market conditions ~~and losses incurred~~as compared to ~~re-balance~~the prior year, when the emergence of COVID-19 adversely affected the value of our ~~portfolio amidst the current conditions.~~investment in real estate-related securities.

Income ~~(Loss)~~ from Equity Investment in Unconsolidated International Affiliated Funds

During the three and nine months ended September 30, ~~2020,~~2021, income from the International Affiliated Funds increased by ~~$1.1~~$0.6 million and $0.9 million, respectively, as compared to the corresponding periods in ~~2019.~~2020. The increase was primarily due to ~~unrealized~~valuation gains ~~from property valuations~~ on ~~the underlying~~ properties within our investments in ECF ~~for Q2 2020~~ and ~~an increase in our allocable share of operating income from ECF and APCF.~~APCF driven by improved market conditions surrounding COVID-19.

Interest Expense

During the three and nine months ended September 30, ~~2020,~~2021, interest expense ~~decreased $0.5~~increased $0.3 million and $0.2 million, respectively, compared to the corresponding periods in ~~2019. The decrease was~~2020 due to ~~principal payments made~~additional borrowings on our Credit Facility and ~~falling~~Mortgages Payables during the current year, offset by decreasing interest rates resulting from the market instability associated with the COVID-19 pandemic.

Same Property Results of Operations

We evaluate our consolidated results of operations on a same property basis, which allows us to analyze our property operating results excluding acquisitions during the periods under comparison. Properties in our portfolio are considered same property if they were owned for the full periods presented, otherwise they are considered non-same property. Newly acquired or recently developed properties that have not achieved stabilized occupancy are excluded from same property results and are considered non-same property. We do not consider our real estate-related securities and International Affiliated Funds segments to be same property.

For the three and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, our same property portfolio consisted of ~~three~~four industrial, two multifamily, two office, one ~~office~~retail and one ~~retail~~healthcare property.

Same property operating results are measured by calculating same property net operating income (“NOI”). Same property NOI is a supplemental non-GAAP disclosure of our operating results that we believe is meaningful as it enables management to evaluate the impact of occupancy, rents, leasing activity, and other controllable property operating results at our real estate properties. We define same property NOI as operating revenues less operating expenses, which exclude (i) depreciation and amortization, (ii) interest expense and other non-property related revenue and expense items such as (a) general and administrative expenses, (b) management fee, (c) interest income ~~and~~ (d) income from real estate-related ~~securities.~~

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securities (e) income from equity investment in unconsolidated international affiliated funds, and (f) income from commercial mortgage loan.

Our same property NOI may not be comparable to that of other REITs and should not be considered to be more relevant or accurate in evaluating our operating performance than the current GAAP methodology used in calculating net income (loss).

The following table reconciles GAAP net income ~~(loss)~~ attributable to our stockholders to same property NOI for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 ($ in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income (loss) attributable to common stockholders	$	675	$	1,150	$	7,400	$	(2,909)
Adjustments to reconcile to same property NOI
General and administrative	903		830		2,834		2,782
Advisory fee due to affiliate	2,502		868		5,197		2,395
Depreciation and amortization	6,962		4,746		19,200		12,976
(Income) loss from real estate-related securities	(2)		(636)		(8,787)		3,602
Income from commercial mortgage loan	—		(252)		—		(743)

Income from equity investment in unconsolidated international affiliated funds	(1,613)		(965)		(1,928)		(1,038)
Interest income	(45)		(39)		(155)		(109)
Interest expense	1,127		791		3,072		2,885
Preferred Stock	4		4		15		11
NOI	10,513		6,497		26,848		19,852
Non-same property NOI	3,316		—		7,028		—
Same property NOI	$	7,197	$	6,497	$	19,820	$	19,852

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Net income (loss) attributable to common stockholders $ 1,150 $ 2,207 $ (2,909) $ 5,701
Adjustments to reconcile to same property NOI
    General and administrative 830 811 2,782 2,842
    Advisory fee due to affiliate 868 527 2,395 1,490
    Depreciation and amortization 4,746 3,351 12,976 10,530
    (Income) loss from real estate-related securities (636) (2,561) 3,602 (7,666)
    Income from commercial mortgage loan (252) (259) (743) (1,119)
    (Income) loss from equity investment in unconsolidated
international affiliated funds (965) 85 (1,038) 85
    Interest income (39) (31) (109) (82)
    Interest expense 791 1,262 2,885 3,352
    Series A Preferred Stock 4 4 11 11
NOI 6,497 5,396 19,852 15,144
Non-same property NOI 1,900 839 5,961 1,396
Same property NOI $ 4,597 $ 4,557 $ 13,891 $ 13,748

The following table details the components of same property NOI for the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 ($ in thousands):


		Three Months Ended September 30,				2020 vs 2019				Nine Months Ended September 30,				2020 vs 2019					Three Months Ended September 30,				2021 vs 2020			Nine Months Ended September 30,				2021 vs 2020
		2020		2019		$		%		2020		2019		$		%			2021		2020			$		%		2021		2020		$		%
Rental Revenue	Rental Revenue	$	6,825	$	6,803	$	22	—	%	$	20,336	$	20,463	$	(127)	(1)	%	Rental Revenue
Multifamily																		Multifamily	$	2,638	$	2,338		$	300	12.8	%	$	7,553	$	7,002	$	551	7.9	%
Industrial																		Industrial	2,584		2,489			95		3.8	%	7,291		7,357		(66)		(0.9)	%
Office																		Office	2,297		1,784			513		28.8	%	5,961		5,728		233		4.1	%
Retail																		Retail	1,962		1,656			306		18.5	%	5,385		4,927		458		9.3	%
Healthcare																		Healthcare	1,144		1,180			(36)		(3.1)	%	3,353		3,453		(100)		(2.9)	%
Total revenues	Total revenues	6,825		6,803		22		—	%	20,336		20,463		(127)		(1)	%	Total revenues	10,625		9,447			1,178		12.5	%	29,543		28,467		1,076		3.8	%
Property operating		2,228		2,246		(18)		(1)	%	6,445		6,715		(270)		(4)	%
Property operating expenses																		Property operating expenses
Multifamily																		Multifamily	1,239		1,145			94		8.2	%	3,604		3,395		209		6.2	%
Industrial																		Industrial	984		745			239		32.1	%	2,680		2,112		568		26.9	%
Office																		Office	574		495			79		16.0	%	1,611		1,501		110		7.3	%
Retail																		Retail	348		286			62		21.7	%	1,025		746		279		37.4	%
Healthcare																		Healthcare	283		279			4		1.4	%	803		861		(58)		(6.7)	%
Total expenses	Total expenses	2,228		2,246		(18)		(1)	%	6,445		6,715		(270)		(4)	%	Total expenses	3,428		2,950			478		16.2	%	9,723		8,615		1,108		12.9	%
Same property NOI	Same property NOI	$	4,597	$	4,557	$	40	1	%	$	13,891	$	13,748	$	143	1	%	Same property NOI	$	7,197	$	6,497		$	700	10.8	%	$	19,820	$	19,852	$	(32)	(0.2)	%

Same Property—Revenue

Our rental revenue includes contracted rental income from our tenants based on the leases and tenant reimbursement income for costs related to common area maintenance, real estate taxes and other recoverable costs. For the three months ended September 30, ~~2020 and 2019,~~2021, rental revenues ~~remained steady~~increased $1.2 million across the same property ~~portfolio. For the nine months ended September 30, 2020, rental revenue decreased $0.1 million~~portfolio as compared to the

corresponding period in ~~2019 due~~2020. The increase was primarily related to ~~lease termination income earned~~a 5% increase in occupancy at our same property multifamily investments, increased market rents, and settlement proceeds received in 2021 from a tenant at our retail property who vacated in ~~July 2019.~~the prior year.

Same Property—Expenses

Same property rental property operating expenses primarily includes real estate taxes, utilities and other maintenance expenses associated with our real properties. For the three ~~months ended September 30, 2020~~ and ~~2019, property operating expenses remained steady across the same property portfolio. For the~~ nine months ended September 30, ~~2020 and 2019,~~2021, property operating expenses ~~decreased $0.3~~increased $0.5 million and $1.1 million, respectively, across the same property ~~portfolio.~~portfolio as compared to the corresponding period in 2020. The ~~decrease~~increase was primarily due to ~~a reduction in insurance expenses incurred and~~higher real estate taxes owed on our properties based on property reassessments during the ~~nine ended September 30, 2020 as compared to the corresponding periods in 2019.~~current year.

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Liquidity and Capital Resources

Our primary needs for liquidity and capital resources are to fund our investments, make distributions to our stockholders, repurchase shares of our common stock pursuant to our share repurchase plan, pay our offering and operating fees and expenses and pay interest on any outstanding indebtedness we may incur. We will obtain the funds required to purchase investments and conduct our operations from the net proceeds of the Offering and any future offerings we may conduct, from secured and unsecured borrowings from banks and other lenders and from any undistributed funds from operations. Generally, cash needs for items other than asset acquisitions are expected to be met from operations and use of proceeds from our Credit Facility, and cash needs for asset acquisitions are funded by public offerings of our common stock and debt financings. However, there may be a delay between the sale of our shares and our purchase of assets, which could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations. ~~Once we have raised substantial proceeds in the public offering and acquired a broad portfolio of real estate investments, our~~Our target leverage ratio ~~will be~~is approximately 30% to 50% of our gross real estate assets (measured using the fair market value of gross real estate assets, including equity in our securities portfolio), including property and entity-level debt, but excluding debt on the securities portfolio, although it may exceed this level during our offering stage. Our leverage ratio calculation will also factor in the leverage ratios of other vehicles and funds established by Nuveen Real Estate in which we may invest, including the International Affiliated Funds. Our charter restricts the amount of indebtedness we may incur to 300% of our net assets, which approximates 75% of the aggregate cost of our investments, but does not restrict the amount of indebtedness we may incur with respect to any single investment. However, we may borrow in excess of this amount if such excess is approved by a majority of our independent directors, and disclosed to stockholders in the next quarterly report, along with justification for such excess.

If we are unable to raise substantial funds we will make fewer investments resulting in less diversification in terms of the type, number and size of investments we make and the value of an investment in us will fluctuate with the performance of the specific assets we acquire. Further, we have certain fixed operating expenses, including certain expenses as a publicly offered REIT, regardless of whether we are able to raise substantial funds. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to make distributions.

Our operating expenses include, among other things, stockholder servicing fees we pay to the Dealer Manager, legal, audit and valuation expenses, federal and state filing fees, printing expenses, administrative fees, transfer agent fees, marketing and distribution expenses and fees related to acquiring, financing, appraising and managing our properties. We do not have any office or personnel expenses as we do not have any employees. We may reimburse the Advisor for certain out-of-pocket expenses in connection with our operations and we did not have any cost to reimburse for the three and nine months ended September 30, ~~2020.~~2021. The Advisor has advanced all of our organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through the first anniversary of the commencement of the Offering. These expenses include legal, accounting, printing, mailing and filing fees and expenses, due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and reimbursements for customary travel, lodging, and meals, but exclude selling commissions, dealer manager fees and stockholder servicing fees. We will reimburse the Advisor for all such advanced expenses it incurred in 60 equal monthly installments commencing on the earlier of the date the Company's NAV reaches $1.0 billion or January 31, 2023. For purposes of calculating our NAV, the organization and offering expenses paid by the Advisor are not recognized as expenses or as a component of equity and will not be reflected in our NAV until we reimburse the Advisor for these costs.

As of September 30, ~~2020,~~2021, the Advisor and its affiliates had incurred organization and offering expenses on our behalf of $4.6 million. Organization costs of $1.1 million have been expensed as incurred and offering costs of $3.5 million are a component of equity in the form of additional paid in capital.

We elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2018 and intend to operate in a manner that will allow us to continue to qualify as a REIT. In order to maintain our qualification as a REIT, we are required to, among other things, distribute as dividends at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders and meet certain tests regarding the nature of our income and assets.

Credit Facility

On October 24, 2018, we, together with Nuveen OP, entered into a credit agreement ~~(“Credit~~(the "Credit Agreement”) with Wells Fargo Bank, National Association, ~~(“Wells Fargo”),~~ as administrative agent and lead arranger. The Credit Agreement initially provided for aggregate commitments of up to ~~$60~~$60.0 million for unsecured revolving loans, with an accordion feature that may increase the aggregate commitments to

~~Table of contents~~

up to ~~$500~~$500.0 million (the "Credit Facility"). On December 17, 2018 and June 11, 2019, we, together with Nuveen OP, amended the Credit Agreement to increase the Credit Facility to ~~$150~~$150.0 million and ~~$210~~$210.0 million in aggregate commitments, respectively, with all other terms remaining the same. Loans outstanding under the Credit Agreement bear interest, at ~~our Operating Partnership’s~~Nuveen OP’s option, at either an adjusted base rate or an adjusted ~~LIBOR~~London Interbank Offered Rate ("LIBOR") rate, in each case, plus an applicable margin. The applicable margin ranges from 1.30% to 1.90% for borrowings at the adjusted LIBOR rate, in each case, based on the total leverage ratio of ~~the Operating Partnership~~Nuveen OP and its subsidiaries. Loans under the Credit Facility will mature three years from October 24, 2018, with an option to extend twice for an additional year pursuant to the terms of the Credit Agreement.

On September 30, 2021, the Company and Nuveen OP amended the Credit Agreement to increase the Credit Facility to $335.0 million in aggregate commitments, comprised of a $235.0 million revolving facility, and a senior delayed draw term loan facility in the aggregate amount of up to $100.0 million (the “DDTL Facility”). Loans under the DDTL Facility may be borrowed in up to three advances, each in a minimum amount of $30.0 million. The Credit Facility will terminate, and all amounts outstanding thereunder will be due and payable in full, on September 30, 2024 (the “Revolving Termination Date”), with two additional one-year extension options held by Nuveen OP, including the payment of an extension fee of 0.125% of the aggregate commitment. The DDTL Facility will mature, and all amounts outstanding thereunder will be due and payable in full, on September 30, 2026. Loans outstanding under the Credit Facility bear interest, at Nuveen OP’s option, at either an adjusted base rate or an adjusted LIBOR rate, in each case, plus an applicable margin. The applicable margin ranges from 0.30% to 0.90% for Credit Facility borrowings for base rate loans, in each case, based on the total leverage ratio of Nuveen OP and its subsidiaries. The applicable margin ranges from 1.30% to 1.90% for Credit Facility borrowings at the adjusted LIBOR rate, in each case, based on the total leverage ratio of Nuveen OP and its subsidiaries. Loans outstanding under the DDTL Facility bear interest, at Nuveen OP’s option, at either an adjusted base rate or an adjusted LIBOR rate, in each case, plus an applicable margin. The applicable margin ranges from 0.25% to 0.85% for DDTL Facility borrowings for base rate loans, in each case, based on the total leverage ratio of Nuveen OP and its subsidiaries. The applicable margin ranges from 1.25% to 1.85% for DDTL Facility borrowings at the adjusted LIBOR rate, in each case, based on the total leverage ratio of Nuveen OP and its subsidiaries. There is an unused fee of 0.15% if the usage is greater than or equal to 50% of the aggregate commitments and 0.25% of the usage is less than 50% of the aggregate commitments. There is a ticking fee on the DDTL Facility equal

to 0.15% of the undisbursed portion of the DDTL Facility. An upfront fee of 40 basis points was payable at closing.

As of September 30, ~~2020,~~2021, we had ~~$68.8~~$120.0 million in borrowings and had outstanding accrued interest of $0.1 million. For the three and nine months ended September 30, 2021, we incurred $0.4 million and $1.2 million, respectively, in interest expense. For the three and nine months ended September 30, 2020, we incurred $0.3 million and $1.3 million, respectively, in interest expense.

As of September 30, ~~2020,~~2021, we are in compliance with all loan ~~covenants.~~covenants with respect to the Credit Agreement.

~~Mortgage~~Mortgages Payable

On November 8, 2019, we entered into a loan agreement ("~~Mortgage Payable"~~Main Street Loan") secured by Main Street at Kingwood with Nationwide Life Insurance Company ("Nationwide") as the lender. The Mortgage Payable provides for an aggregate principal amount of $48.0 million and will mature on December 1, 2026. Interest is accrued on the unpaid principal balance of the ~~Mortgage Payable~~Main Street Loan at the rate of 3.15% per annum.

On May 13, 2021, we entered into an additional loan agreement secured by Tacara at Steiner Ranch (the "Tacara Loan", together with the Main Street Loan, the "Mortgages Payable") with Brighthouse Life Insurance as the lender. The Tacara Loan provides for an aggregate principal amount of $28.8 million and will mature on June 1, 2028. Interest is accrued on the unpaid principal balance of the Tacara Loan at the rate of 2.62% per annum.

As of September 30, ~~2020,~~2021, we had ~~$48.0~~$76.8 million in borrowings and ~~$0.1~~$0.2 million in accrued interest outstanding under our Mortgages Payable. For the ~~Mortgage Payable.~~three and nine months ended September 30, 2021, we incurred $0.6 million and $1.4 million in interest expense, respectively. For the three and nine months ended September 30, 2020, we incurred $0.4 million and $1.1 million, respectively, in interest expense.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 ($ in thousands):

Nine Months Ended
September 30,
2020 2019
Cash flows provided by operating activities $ 13,591 $ 8,831
Cash flows used in investing activities (19,805) (66,940)
Cash flows (used in) provided by financing activities (7) 64,664
Net (decrease) increase in cash and cash equivalents and restricted cash $ (6,221) $ 6,555


	Nine Months Ended September 30,
	2021		2020
Cash flows provided by operating activities	$	16,308	$	13,591
Cash flows used in investing activities	(261,726)		(19,805)
Cash flows provided by financing activities	535,423		(7)
Net increase in cash and cash equivalents and restricted cash	$	290,005	$	(6,221)

Cash flows provided by operating activities increased ~~$4.8~~$2.7 million during the nine months ended September 30, ~~2020~~2021 compared to the corresponding period in ~~2019~~2020. The increase was due to ~~increased~~additional cash flows from the operations of our investments in real estate as a result of growth in the size of our portfolio.

Cash flows used in investing activities ~~decreased $47.1~~increased $241.9 million during the nine months ended September 30, ~~2020~~2021 compared to the corresponding period in ~~2019 primarily~~2020 due to ~~prior year~~a $224.3 million increase in fundings related to the acquisition of ~~East Sego Lily~~real estate investments during the nine months ended September 30, 2021 and an increase in net purchase and sale activity on our real-estate related securities of $27.6 million, offset by a decrease in fundings related to our investments in the ~~origination of our~~International Affiliated Funds and commercial mortgage loan ~~for $44.1 million and $45.7 million, respectively. This was partially offset by the sale of the senior portion of the commercial mortgage loan for $34.3 million, additional fundings~~ of $9.9 million ~~towards our $30.0~~and $0.8 million, ~~commitment to APCF and deposits on real estate property of $2.9 million.~~respectively.

Cash flows ~~(used in)~~ provided by financing activities ~~decreased~~increased by ~~$64.7~~$535.4 million during the nine months ended September 30, ~~2020~~2021 compared to the corresponding period in ~~2019~~2020 primarily due to a $328.7 million and $73.6 million increase in proceeds from issuance of common stock and subscriptions received in advance, respectively. Additionally, we had a net ~~decrease~~increase in borrowings on the Credit Facility and Mortgages Payable of ~~$87.3~~$104.7 million and ~~a $11.2~~$28.8 million, ~~increase in distributions paid to stockholders, offset by an increase in net proceeds from issuance of common stock of $34.6 million.~~respectively.

Funds from Operations and Adjusted Funds from Operations

We believe funds from operations (“FFO”) is a meaningful supplemental non-GAAP operating ~~metric.~~metric, which should be considered along with, but not as an alternative to, net income (loss) and cash provided by operating activities as a measure of operating performance. Our consolidated financial statements are presented under historical cost accounting which, among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments will decrease evenly over a set time period. However, we believe that the value of real estate investments

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will fluctuate over time based on market conditions and as such, depreciation under historical cost accounting may be less informative. FFO is a standard REIT industry metric defined by the National Association of Real Estate Investment Trusts (“NAREIT”).

FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP), excluding gains or losses from sales of depreciable real property and impairment write-downs on depreciable real property, plus real estate-related depreciation and amortization.

We also believe that Adjusted FFO (“AFFO”) is a meaningful supplemental non-GAAP disclosure of our operating ~~results.~~results which should be considered along with, but not as an alternative to, net income (loss) and cash provided by operating activities as a measure of operating performance. AFFO further adjusts FFO in order for our operating results to reflect the specific characteristics of our business by adjusting for items we believe are not related to our core operations. Our adjustments to FFO to arrive to AFFO include straight-line rental income, amortization of above-and below-market lease intangibles, organization costs, unrealized gains or losses from changes in fair value of real estate-related securities, amortization of restricted stock awards, ~~unamortized origination fee related to the commercial mortgage loan,~~ and unrealized loss ~~(income)~~or income from investments in international affiliated funds. AFFO is not defined by NAREIT and our calculation of AFFO may not be comparable to the disclosures made by other REITs.

The following table presents a reconciliation of net income (loss) under GAAP to FFO and to AFFO ($ in thousands):

Three Months Ended
September 30, Nine Months Ended
September 30,
2020 2019 2020 2019
Net income (loss) $ 1,154 $ 2,211 $ (2,898) $ 5,712
Adjustments:
Real estate depreciation and amortization 4,878 3,351 13,361 10,530
Funds from Operations 6,032 5,562 10,463 16,242
Straight-line rental income (283) (283) (1,453) (952)
Amortization of above-and-below market lease intangibles (179) (93) (539) (357)
Unrealized (gain) loss from changes in fair value of real estate-related securities (897) (2,047) 828 (4,859)
Amortization of restricted stock awards 17 17 51 51
Unrealized loss (income) from investment in international affiliated funds (736) 228 (323) 293
Adjusted Funds from Operations attributable to stockholders $ 3,954 $ 3,384 $ 9,027 $ 10,418


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income (loss)	$	679	$	1,154	$	7,415	$	(2,898)
Adjustments:
Real estate depreciation and amortization	6,962		4,878		19,200		13,361
Funds from Operations	7,641		6,032		26,615		10,463
Straight-line rental income	(606)		(283)		(1,401)		(1,453)
Amortization of above-and-below market lease intangibles	(869)		(179)		(1,374)		(539)
Unrealized loss (gain) from changes in fair value of real estate-related securities	1,421		(897)		(5,058)		828

Amortization of restricted stock awards	20		17		54		51
Unrealized loss from investment in international affiliated funds	(1,339)		(736)		(1,131)		(323)
Adjusted Funds from Operations attributable to stockholders	$	6,268	$	3,954	$	17,705	$	9,027

FFO and AFFO should not be considered to be more relevant or accurate than the current GAAP methodology in calculating net income (loss) or in evaluating our operating performance. In addition, FFO and AFFO should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO and AFFO are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders.

Distribution Policy

We intend to distribute sufficient income so that we satisfy the requirements for qualification as a REIT. In order to qualify as a REIT, we are required to distribute 90% of our annual REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders. Our distribution policy is set by our board of directors and is subject to change based on available cash flows. We cannot guarantee the amount of distributions paid, if any. Our stockholders will not be entitled to receive a distribution if the shares are repurchased prior to the applicable time of the record date. In connection with a distribution to our stockholders, our board of directors approves a quarterly distribution for a certain dollar amount for each class of our common stock. We then calculate each stockholder’s specific distribution amount for the quarter using applicable record and declaration dates, and the distributions begin to accrue on the date we admit our stockholders.

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We initially established monthly record dates for quarterly distributions to stockholders of record as of the last day of each applicable month typically payable within 30 days following month end. On January 17, 2020, our board of directors amended our distribution policy to reflect that we intend to pay distributions monthly rather than quarterly going forward, subject to the discretion of the board of directors. The net distribution varies for each class based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

Distributions

Based on the monthly record dates established by the board of directors, we accrue for distribution on a monthly basis. WeAs of September 30, 2021, we accrued ~~$2.0~~$4.0 million for September ~~2020~~2021 in Distribution Payable on the Consolidated Balance Sheets.

For the three and nine months ended September 30, 2021, we declared and paid distributions in the amount of $10.0 million and $24.0 million, respectively. For the three and nine months ended September 30, 2020, we declared and paid distributions in the amount of $5.8 million and $20.2 ~~million.~~million, respectively.

Beginning January 31, 2020, we declared monthly distributions for each class of our common stock which are generally paid within 30 days after month-end. We have paid distributions consecutively each month since such time. Each class of our common stock received the same gross distribution per share, which was ~~$0.5130~~$0.1868 and $0.5366, respectively, per share for the three and nine months ended September 30, ~~2020.~~2021. The net distribution varies for each class based on the applicable advisory fee and stockholder servicing fee, which isare deducted from the monthly distribution per ~~share and paid directly to~~share.

The following tables detail the ~~applicable recipient of such stockholder servicing fee. The table below details the net~~aggregate distribution declared for each of our share classes for the three and nine months ended September 30, ~~2020:~~2021:

Class T Class S Class D Class I
January 31, 2020 $ 0.0401 $ 0.0402 $ 0.0455 $ 0.0478
February 29, 2020 0.0408 0.0408 0.0458 0.0479
March 31, 2020 0.0406 0.0406 0.0459 0.0481
April 30, 2020 0.0402 0.0406 0.0452 0.0529
May 31, 2020 0.0395 0.0402 0.0447 0.0518
June 30, 2020 0.0392 0.0396 0.0443 0.0515
July 31, 2020 0.0393 0.0393 0.0444 0.0465
August 31, 2020 0.0396 0.0396 0.0448 0.0470
September 30, 2020 0.0396 0.0396 0.0446 0.0467
Total $ 0.3589 $ 0.3605 $ 0.4052 $ 0.4402


	Three Months Ended September 30, 2021
	Class T Common Stock		Class S Common Stock		Class D Common Stock		Class I Common Stock		Class N Common Stock
Gross distribution per share of common stock	$	0.1868	$	0.1868	$	0.1868	$	0.1868	$	0.1868
Advisory fee per share of common stock	(0.0337)		(0.0335)		(0.0339)		(0.0339)		(0.0181)
Stockholder servicing fee per share of common stock	(0.0246)		(0.0244)		(0.0073)		—		—
Net distribution per share of common stock	$	0.1285	$	0.1289	$	0.1456	$	0.1529	$	0.1687


	Nine Months Ended September 30, 2021
	Class T Common Stock		Class S Common Stock		Class D Common Stock		Class I Common Stock		Class N Common Stock
Gross distribution per share of common stock	$	0.5366	$	0.5366	$	0.5366	$	0.5366	$	0.5366
Advisory fee per share of common stock	(0.0940)		(0.0935)		(0.0947)		(0.0948)		(0.0503)
Stockholder servicing fee per share of common stock	(0.0702)		(0.0699)		(0.0208)		—		—
Net distribution per share of common stock	$	0.3724	$	0.3732	$	0.4211	$	0.4418	$	0.4863

The following ~~table~~tables summarizes our distributions declared and paid during the three and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 ($ in thousands):


	Three Months Ended September 30, 2021				Three Months Ended September 30, 2020
	Amount		Percentage		Amount		Percentage
Distributions
Paid in cash	$	7,233	72.03	%	$	5,217	90.03	%
Reinvested in shares	2,809		27.97	%	578		9.97	%
Total distributions	$	10,042	100.00	%	$	5,795	100.00	%
Sources of distributions
Cash flows from operating activities	$	5,971	59.46	%	$	5,217	100.00	%
Debt and financing proceeds	4,071		40.54	%	—		—	%
Total sources of distributions	$	10,042	100.00	%	$	5,217	100.00	%
Total cash flows from operating activities	$	5,971			$	5,217

Three Months Ended
September 30, 2020 Three Months Ended
September 30, 2019
Amount Percentage Amount Percentage
Distributions
Paid in cash $ 5,217 90.03 % $ 3,796 98.91 %
Reinvested in shares 578 9.97 % 42 1.09 %
Total distributions $ 5,795 100.00 % $ 3,838 100.00 %
Sources of distributions
Cash flows from operating activities $ 5,217 100.00 % $ 3,796 100.00 %
Total sources of distributions $ 5,217 100.00 % $ 3,796 100.00 %
Cash flows from operating activities $ 5,217 $ 3,986


	Nine Months Ended September 30, 2021				Nine Months Ended September 30, 2020
	Amount		Percentage		Amount		Percentage
Distributions
Paid in cash	$	19,169	79.98	%	$	18,868	93.25	%
Reinvested in shares	4,797		20.02	%	1,365		6.75	%
Total distributions	$	23,966	100.00	%	$	20,233	100.00	%
Sources of distributions
Cash flows from operating activities	$	16,308	68.05	%	$	13,591	67.17	%
Debt and financing proceeds	7,658		31.95	%	6,642		32.83	%
Total sources of distributions	$	23,966	100.00	%	$	20,233	100.00	%
Total cash flows from operating activities	$	16,308			$	13,591

4447

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~~The following table summarizes our distributions declared and paid during the nine months ended September 30, 2020 and 2019 ($ in thousands):~~

Nine Months Ended
September 30, 2020 Nine Months Ended
September 30, 2019
Amount Percentage Amount Percentage
Distributions
Paid in cash $ 18,868 93.25 % $ 8,924 99.29 %
Reinvested in shares 1,365 6.75 % 64 0.71 %
Total distributions $ 20,233 100.00 % $ 8,988 100.00 %
Sources of distributions
Cash flows from operating activities $ 13,591 72.03 % $ 8,831 98.96 %
Debt proceeds 5,277 27.97 % 93 1.04 %
Total sources of distributions $ 18,868 100.00 % $ 8,924 100.00 %
Cash flows from operating activities $ 13,591 $ 8,831

Net Asset Value

We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. We believe our NAV is a meaningful supplemental non-GAAP operating metric. The following table provides a breakdown of the major components of our NAV as of September 30, ~~2020~~2021 ($ and shares in thousands, except per share data):


Components of NAV	September 30, ~~2020~~2021
Investments in real property	$	~~437,448~~855,362
Investments in real estate-related securities	79,872
Investments in international affiliated funds	~~49,230~~
~~Investments in real estate-related securities~~	~~35,465~~
~~Investments in commercial mortgage loan~~	~~13,668~~50,496
Cash and cash equivalents	~~4,109~~226,669
Restricted cash	~~5,341~~79,007
Other assets	~~5,905~~5,537
Debt obligations	~~(116,207)~~
~~Other liabilities~~	~~(9,574)~~(271,850)
Subscriptions received in advance	~~(5,341)~~(78,949)
Other liabilities	(15,422)
Stockholder servicing fees payable the following month(1)	~~(40)~~(192)
Net Asset Value	$	~~420,004~~930,530
Net Asset Value attributable to ~~Series A~~ preferred stock	$	~~140~~129
Net Asset Value attributable to common stockholders	$	~~419,864~~930,401
Number of outstanding shares of common stock	~~39,790~~77,253

(1)Stockholder servicing fees only apply to Class T, Class S and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class T, Class S and Class D shares. As of September 30, ~~2020,~~2021, we have accrued under GAAP approximately ~~$4.0~~$16.3 million of stockholder servicing fees payable to the Dealer Manager related to the Class T, Class S and Class D shares sold.

The following table provides a breakdown of our total NAV and NAV per share by share class as of September 30, ~~2020~~2021 ($ in thousands, except per share data):


NAV Per Share	Class T Shares		Class S Shares		Class D Shares		Class I Shares		Class N Shares		Total
Net asset value attributable to common stockholders	$	83,048	$	178,387	$	41,070	$	263,174	$	364,722	$	930,401
Number of outstanding shares	6,968		15,096		3,427		22,031		29,731		77,253
NAV per shares as of September 30, 2021	$	11.92	$	11.82	$	11.98	$	11.95	$	12.27

NAV Per Share Class T Shares Class S Shares Class D Shares Class I Shares Class N Shares Total
Net asset value $ 30,758 $ 22,354 $ 12,189 $ 39,316 $ 315,247 $ 419,864
Number of outstanding shares 2,971 2,162 1,169 3,757 29,731 39,790
NAV per shares as of September 30, 2020 $ 10.35 $ 10.34 $ 10.43 $ 10.46 $ 10.60

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Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the September 30, ~~2020~~2021 valuations, based on property types. Once we own more than one retail ~~and other~~ property, we will include the key assumptions for such property types.

Property Type Discount Rate Exit Capitalization Rate
Industrial 6.75% 6.01%
Multifamily 6.88 5.40
Office 7.05 6.41


Property Type	Discount Rate	Exit Capitalization Rate
Industrial	6.02%	5.01%
Multifamily	6.37	4.70
Office	6.93	6.34
Healthcare	7.07	6.06
Single Family Housing	7.38	5.00

These assumptions are determined by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes

listed below would result in the following effects on our investment values:

Input

Hypothetical
Change

Industrial
Investment
Values

Multifamily
Investment
Values

Office
Investment
Values

Healthcare Investment Values

Single Family Housing Investment Value

Discount Rate

0.25% decrease

+2.02%

+1.97%

+2.10%

+1.60%

(weighted average)

0.25% increase

(2.02)%

(1.97)%

(1.88)%

(2.21)%

(2.29)%

Exit Capitalization Rate

0.25% decrease

+3.59%

+3.79%

+2.68%

+2.78%

+2.43%

(weighted average)

0.25% increase

(3.30)%

(3.38)%

(2.33)%

(2.55)%

(3.68)%

Input Hypothetical
Change Industrial
Investment
Values Multifamily
Investment
Values Office
Investment
Values
Discount Rate 0.25% decrease +2.0% +1.9% +2.0%
(weighted average) 0.25% increase (2.0)% (1.9)% (1.5)%
Exit Capitalization Rate 0.25% decrease +2.7% +2.9% +2.5%
(weighted average) 0.25% increase (2.8)% (2.8)% (2.3)%

The following table reconciles stockholders’ equity per our Consolidated Balance Sheets to our NAV ($ in thousands):


	September 30, ~~2020~~2021
Reconciliation of Stockholders’ Equity to NAV
Stockholders’ equity under US GAAP	$	~~358,988~~736,581
Adjustments:
Organization and offering costs(1)	4,648
Accrued stockholder servicing fees(2)	~~4,009~~16,089
Unrealized real estate appreciation(3)	~~19,504~~
~~Unrealized mortgage payable appreciation(4)~~	~~570~~120,575
Accumulated depreciation and amortization~~(5)~~(4)	~~36,073~~58,234
Straight-line rent receivable	~~(3,788)~~(5,597)
Net Asset Value	$	~~420,004~~930,530

(1)The Advisor and its affiliates agreed to advance organization and offering costs on our behalf through December 31, 2018 and had incurred organization and offering expenses of $4.6 million. Organization costs of $1.1 million are expensed and Offering costs of $3.5 million is a component of equity in the form of additional paid-in capital. For NAV, such costs will be recognized as a reduction to NAV as they are reimbursed over 60 months commencing on the earlier of the date the NAV reaches $1.0 billion or January 31, 2023.

(2) Accrued stockholder servicing fee represents the accrual for the full cost of the stockholder servicing fee for Class T, Class S, and Class D shares. Under GAAP, we accrue the full cost of the stockholder servicing fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum stockholder servicing fee) as an offering cost at the time we sold the shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid.

(3) Our investments in real estate are presented under historical cost in our GAAP consolidated financial statements. As such, any changes in the fair market value of our investments in real estate are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate are recorded at fair value.

(4) Our mortgage payable is presented under historical cost in our GAAP consolidated financial statements. As such, any changes in the fair market value of our mortgage payable is not included in our GAAP results. For purposes of determining our NAV, our mortgage payable is recorded at fair value.

~~(5)~~ In accordance with GAAP, we depreciate our investments in real estate and amortize certain other assets and liabilities. Such depreciation and amortization is not recorded for purposes of determining our NAV. Additionally, we retire the cost of our asset when a tenant vacates and remove the associated accumulated depreciation and amortization from the accounts with the resulting gains or losses reflected in net income or loss for the period.

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Limitations and Risks

As with any valuation methodology, our methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive a different NAV per share. Accordingly, with respect to our NAV per share, we can provide no assurance that:

(1)a stockholder would be able to realize this NAV per share upon attempting to resell his or her shares;

(2)we would be able to achieve, for our stockholders, the NAV per share, upon a listing of our shares of common stock on a national securities exchange, selling our real estate portfolio, or merging with another company; or

(3)the NAV per share, or the methodologies relied upon to estimate the NAV per share, will be found by any regulatory authority to comply with any regulatory requirements.

Furthermore, the NAV per share was calculated as of a particular point in time. The NAV per share will fluctuate over time in response to, among other things, changes in real estate market fundamentals, capital markets activities, and attributes specific to the properties and assets within our portfolio.

Critical Accounting Policies

The preparation of the consolidated financial statements in accordance with GAAP involves significant judgements and assumptions and require estimates about matters that are inherently uncertain. These judgments affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. We consider our accounting policies over investments in real estate and revenue recognition to be our critical accounting policies. See Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements in this Quarterly Report on Form 10-Q for further descriptions of such critical accounting policies along with other significant accounting policy disclosures.

Recent Accounting Pronouncements

See Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements in this Quarterly Report on Form 10-Q for a discussion concerning recent accounting pronouncements.

Contractual Obligations

The following table aggregates our contractual obligations and commitments with payments due subsequent to September 30, ~~2020~~2021 ($ in thousands):


Obligations	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 Years
Indebtedness	$	271,750	$	—	$	120,000	$	75,000	$	76,750
APCF unfunded commitment	30,145		30,145		—		—		—
Organization and offering costs	4,648		853		1,859		1,859		77
Interest expense(1)	21,112		3,921		7,842		7,842		1,507
Total	$	327,655	$	34,919	$	129,701	$	84,701	$	78,334

Obligations Total Less than
1 year 1-3 Years 3-5
Years More than
5 Years
Indebtedness $ 116,777 $ — $ 68,777 $ — $ 48,000
APCF unfunded commitment 10,145 10,145 — — —
Organization and offering costs 4,648 — — 1,704 2,944
Interest expense(1)
10,142 2,280 3,074 4,536 252
Total $ 141,712 $ 12,425 $ 71,851 $ 6,240 $ 51,196

(1)Represents interest expense for our fixed rate ~~Mortgage~~Mortgages Payable and Credit Facility with the assumption that the Credit Facility is paid off at maturity. The weighted-average interest rate on the Credit Facility for the three and nine months ended September 30, 2021 was 1.32% and 1.41%, respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity, fund capital expenditures and expand our investment portfolio and operations. Market fluctuations in real estate financing may affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estate in the future. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. Also, we are exposed to ~~both~~ credit, ~~risk~~market and ~~market~~currency risk.

Market Risk

Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. With regard to variable rate financing, we assess our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows

and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations as well as our potential offsetting hedge positions. While this hedging strategy is designed to minimize the impact on our net income and funds from operations from changes in interest rates, the overall returns on your investment may be reduced. Our board of directors has not yet established policies and procedures regarding our use of derivative financial instruments for hedging or other purposes. These risks have been heightened as a result of the COVID-19 pandemic.

Credit Risk

Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties. We did not have derivatives as of September 30, ~~2020.~~2021.

Currency Risk

We may be exposed to currency risks related to our international investments, including our investments in the International Affiliated Funds. We may seek to manage or mitigate our risk to the exposure of the effects of currency changes through the use of a wide variety of derivative financial instruments. We did not have derivatives as of September 30, ~~2020.~~2021.

Interest Rate Risk

We are exposed to interest rate risk with respect to our variable-rate indebtedness, whereas an increase in interest rates would directly result in higher interest expense costs. We may seek to manage or mitigate our risk to the exposure of interest risk through interest rate protection agreements to fix or cap a portion of our variable rate debt. As of September 30, ~~2020,~~2021, the outstanding principal balance of our variable rate indebtedness was ~~$68.8~~$195.0 million and consisted of our Credit Facility, which is indexed to one-month U.S. Dollar-denominated LIBOR.

~~Our Credit Facility is variable rate and indexed to one-month U.S. Dollar-denominated LIBOR.~~ For the three and nine months ended September 30, ~~2020,~~2021, a 10% increase in the one-month U.S denominated LIBOR would have resulted in increased interest expense of approximately ~~$30,000~~$4,000 and ~~$130,000,~~$12,000, respectively. The fair market value of the Credit Facility is sensitive to changes in LIBOR. Similarly, due to the variable rate on our Credit Facility, a 100 basis point increase in LIBOR will reduce our net income by ~~$0.1~~$0.4 million for each of the three and anine months ended September 30, 2021. A similar basis point decrease will increase our net income by ~~$0.1 million.~~$0.3 million and $0.7 million, respectively, for the three and nine months ended September 30, 2021.

COVID-19 Developments

~~In December 2019, a novel strain~~As of ~~coronavirus emerged~~September 30, 2021, the COVID-19 pandemic is ongoing. The 7-day averages of COVID-19 cases and deaths, 111,400 and 1,900, respectively, have increased due to the spread of the Delta variant. However, these numbers are small fractions of their January 2021 highs, 256,000 and 3,500. As of September 30, 2021, 214 million American adults have received at least one dose of the COVID-19 vaccine. Mitigation strategies have almost entirely been rolled back in ~~Wuhan, Hubei Province, China.~~ most states, though some strategies remain in place to control the spread of the Delta variant. Economic stimulus policies are largely tapped out in the U.S., though the effects of income support provisions in the American Rescue Plan endure in the form of higher savings rates and increased household net worth.

While ~~initially~~ the ~~outbreak was largely concentrated~~global recovery is still running ahead of schedule, expectations for the United States, in ~~China and caused significant disruptions~~particular, have caught up to ~~its economy, it~~reality. The pace of vaccinations has now spread to several other countries and infections have been reported globally. The World Health Organization has declared the coronavirus outbreak a pandemic, the Health and Human Services Secretary has declared a public health emergencypeaked in the United States, but it’s still ramping up impressively in ~~response to~~ the ~~outbreak and~~rest of the ~~President of~~world, suggesting that economic momentum will shift from the United States ~~has declared~~to the ~~coronavirus outbreak~~rest of the world. As the world makes a ~~national emergency.~~ relatively quick economic comeback from the pandemic and appears set for strong growth well into 2022, most investors have identified U.S. inflation as the next serious risk on the horizon. The high monthly U.S. inflation readings in recent months have validated their concerns. While the dual demand shocks of fiscal stimulus and post-pandemic reopening have created acute price pressures in many industries, inflation for most goods and services is up only modestly over the past year.

Due to the fact our properties are located in the United States, the coronavirus has impacted and will continue to impact our ~~investments~~properties and operating results to the extent that its continued spread within the United States reduces occupancy, increases the cost of operation or results in limited hours or necessitates the closure of such properties. In addition, quarantines, states of emergencies and other measures taken to curb the spread of the coronavirus may negatively ~~impacts~~impact the ability of our properties to continue to obtain necessary goods and services or provide adequate staffing, ~~limits hours or necessitates~~which may also adversely affect our properties and operating results. With respect to our retail properties, individual stores and shopping malls were closed and could be closed again, if there is a surge in cases. Our office, multifamily and industrial properties may be negatively impacted by tenant bankruptcies and defaults. To the ~~closure~~extent we acquire hospitality properties, a variety of ~~such properties or results~~factors related to the coronavirus have, and are expected to continue to, cause a decline in ~~an economic downturn~~business and ~~corporate bankruptcies.~~leisure travel, negatively impacting these properties. Similarly,

our investments in the International Affiliated Funds may be negatively impacted by the impact of coronavirus on the foreign countries where their investments are located.

The extent to which the coronavirus ~~impacts~~may further impact our investments and operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, the spread of new variants of COVID-19, new information that may emerge

~~Table of contents~~

concerning the severity of the coronavirus and the actions taken to contain the coronavirus or treat its impact and the availability and widespread adoption of effective therapies or vaccines, among others. To the extent our investments and operating results are impacted, this may impact our liquidity and need for capital resources within the next twelve months. See “Risk Factors—Risks Related to Our Organizational Structure in our Annual Report on Form 10-K for the year ended December 31, 2020—The continuing spread of a new strain of coronavirus, which causes the viral disease known as coronavirus disease 2019 ("COVID-19"), may adversely affect our investments and operations."

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting to date as a result of most of the employees of the Advisor and its affiliates working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 pandemic on our internal controls to minimize the impact to their design and operating effectiveness.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

~~Table of contents~~

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Neither we nor the Advisor are currently involved in any material litigation.

Item 1A. Risk Factors.

We refer you to the risk factors contained in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the SEC on March 30, 2020, the risk factors contained in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 14, 2020, and to the risk factors contained in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 12, 2020.26, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Use of Offering Proceeds

On January 31, 2018, the Registration Statement on Form S-11 (File No. 333-222231) for our initial public offering of up to $5

$5 billion in shares of our common stock was declared effective under the Securities Act. On July 2, 2021, our follow-on public offering was declared effective under the Securities Act and our initial public offering automatically terminated. The offering price for each class of our common stock is determined monthly and is made available on our website and in prospectus supplement filings.

As of September 30, ~~2020,~~2021, we received gross proceeds of ~~$409.7~~$825.6 million from the Offering. The following table summarizes certain information about the Offering proceeds therefrom ($ in thousands except for share data):

Class T
Shares Class S
Shares Class D
Shares Class I
Shares Class N
Shares Total
Offering proceeds:
Shares sold 2,970,731 2,162,414 1,168,583 3,757,046 29,730,608 39,789,382
Gross offering proceeds $ 32,418 $ 23,062 $ 12,661 $ 41,511 $ 300,000 409,652
Selling commissions and other dealer manager fees (838) (213) — — — (1051)
Accrued stockholder servicing fees (1,872) (1,354) (1,108) — — (4,334)
Net offering proceeds $ 29,708 $ 21,495 $ 11,553 $ 41,511 $ 300,000 $ 404,267


	Class T Shares		Class S Shares		Class D Shares		Class I Shares		Class N Shares		Total
Offering proceeds:
Shares sold	6,967,786		15,095,660		3,426,523		22,031,050		29,730,608		77,251,627
Gross offering proceeds	$	76,862	$	165,184	$	37,839	$	245,724	$	300,000	825,609
Selling commissions and other dealer manager fees	(1,871)		(1,627)		—		—		—		(3,498)
Accrued stockholder servicing fees	(3,847)		(9,016)		(3,225)		—		—		(16,088)
Net offering proceeds	$	71,144	$	154,541	$	34,614	$	245,724	$	300,000	$	806,023

We primarily used the net proceeds from the unregistered sales along with the ~~Offering~~initial public offering toward the acquisition of ~~$417.9~~$731.6 million of real estate, investments in International Affiliated Funds of ~~$49.2 million, a commercial mortgage loan of $13.7~~$48.3 million and ~~$34.1~~$70.4 million in real estate-related securities. In addition to the net proceeds from the ~~Offering,~~initial public offering, we financed our investments with ~~$68.8~~$195.0 million of financing from the Credit Facility and ~~$48.0~~$76.8 million from ~~the mortgage~~our mortgages payable. In addition, we may from time to time use proceeds from the Offering to pay down our Credit Facility if there are no acquisitions at the time proceeds are received. See Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources” for additional details on our borrowings.

Share Repurchase Plan

We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in our discretion, subject to any limitations in the share repurchase plan. The total amount of aggregate repurchases of Class T, Class S, Class D, and Class I shares will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares would be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year would be repurchased at 95% of the transaction price. Due to the illiquid nature of investments in real estate, we may not have sufficient liquid resources to fund repurchase requests and have established limitations on the amount of funds we may use

~~Table of contents~~

for repurchases during any calendar month and quarter. Further, we may modify, suspend or terminate the share repurchase plan.

During the ~~nine~~three months ended September 30, ~~2020,~~2021, we repurchased shares of our common stock in the following amounts, which represented all of the share repurchase requests received for the same period.

Month of: Total Number of Shares Repurchased
Repurchases as a Percentage of NAV(1)
Average Price Paid per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(2)
April 2020 2,350 0.0061 % $ 10.51 2,350 —
May 2020 63,458 0.1655 % $ 10.41 63,458 —
July 2020 60,003 0.1534 % 10.40 60,003 —
August 2020 13,402 0.0336 % 10.43 13,402 —
September 2020 35,489 0.0888 % 10.47 35,489 —
174,702 N/M $ 10.42 174,702 —


Month of:	Total Number of Shares Repurchased	Repurchases as a Percentage of NAV(1)		Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(2)
July 2021	42,938	0.0716	%	$	11.29	42,938	—
August 2021	30,833	0.0464	%	11.42		30,833	—
September 2021	48,170	0.0674	%	11.65		48,170	—
	121,941	N/M		$	11.46	121,941	—

(1)Represents aggregate NAV of shares repurchased under our share repurchase plan over aggregate NAV of all shares outstanding, in each case, based on the NAV as of the last calendar day of the prior month.

(2)All repurchase requests under our share repurchase plan were satisfied.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

5154

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Item 6. Exhibits.


Exhibit No.			Description
3.1			Articles of Amendment and Restatement (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11/A filed on January 24, 2018 and incorporated herein by reference).

3.2			~~Articles Supplementary (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 8, 2019 and incorporated herein by reference).~~

~~3.3~~			Bylaws (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11 filed on December 21, 2017 and incorporated herein by reference).

10.1			Amended and Restated Credit Agreement dated September 30, 2021, among Nuveen Global Cities REIT OP, LP, Nuveen Global Cities (filed as Exhibit 10.1 on Form 8-K filed on October 6, 2021 and incorporated herein by reference).
			REIT, Inc., Wells Fargo Bank, National Association and certain lenders named therein.
31.1*			Certification of the Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*			Certification of the Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002..

32.1*			Certification of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS			XBRL Instance Document

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

5255

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Nuveen Global Cities REIT, Inc.

			By:			/s/ Michael J.L. Sales
						Michael J.L. Sales
						Chief Executive Officer and Chairman of the Board

			By:			/s/ James E. Sinople
						James E. Sinople
						Chief Financial Officer and Treasurer

Date: November ~~10, 2020~~12, 2021

5356


	September 30, 2020 (unaudited)		December 31, 2019
Assets
Investments in real estate, net	$	364,768	$	373,088
Investments in international affiliated funds	49,230		37,734
Investments in real estate-related securities, at fair value	35,465		35,240
Investment in commercial mortgage loan, at fair value	13,668		12,733
Intangible assets, net	25,459		28,769
Cash and cash equivalents	4,109		5,584
Restricted cash	5,341		10,087
Other assets	9,249		4,262
Total assets	$	507,289	$	507,497
Liabilities and Equity
Credit facility	$	68,777	$	107,777
Mortgage payable, net	47,556		47,502
Due to affiliates	8,697		6,059
Intangible liabilities, net	8,355		8,907
Accounts payable, accrued expenses, and other liabilities	7,620		5,798
Subscriptions received in advance	5,341		10,087
Distributions payable	1,955		5,102
Total liabilities	148,301		191,232
Equity
Series A Preferred Stock	129		125
Common stock - Class T shares, $0.01 par value per share, 500,000,000 shares authorized, 2,970,731 and 1,377,526 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	30		14
Common stock - Class S shares, $0.01 par value per share, 500,000,000 shares authorized, 2,162,414 and 70,151 issued and outstanding at September 30, 2020 and December 31, 2019, respectively	22		1
Common stock - Class D shares, $0.01 par value per share, 500,000,000 shares authorized, 1,168,583 and 572,675 issued and outstanding at September 30, 2020 and December 31, 2019, respectively	11		5
Common stock - Class I shares, $0.01 par value per share, 500,000,000 shares authorized, 3,757,046 and 1,965,962 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	38		20
Common stock - Class N shares, $0.01 par value per share, 100,000,000 shares authorized, 29,730,608 shares issued and outstanding at September 30, 2020 and December 31, 2019	297		297
Additional paid-in capital	397,481		336,147
Accumulated deficit and cumulative distributions	(39,969)		(19,974)
Accumulated other comprehensive income (loss)	949		(370)
Total equity	358,988		316,265
Total liabilities and equity	$	507,289	$	507,497
The accompanying notes are an integral part of these consolidated financial statements.


Three Months Ended September 30, 2019
			Par Value									Additional Paid-in Capital			Accumulated Deficit and Cumulative Distributions		Accumulated Other Comprehensive (Loss) Income		Total Equity
	Series A Preferred Stock		Common Stock Class T			Common Stock Class D			Common Stock Class I					Common Stock Class N
Balance at Balance at June 30, 2019	$	125	$	2		$	1		$	6		$	297		$	304,720	$	(12,894)	$	(100)	$	292,157
Issuance of 1,459,507 shares of common stock (net of $212 of offering costs)	—		2			3			9			—			14,730		—		—		14,744
Distribution reinvestment	—		0		(a)	0		(a)	0		(a)	—			42		—		—		42
Common stock repurchased	—		—			—			—			—			(104)		—		—		(104)
Amortization of restricted stock grants	—		—			—			—			—			17		—		—		17
Net income	4		—			—			—			—			—		2,207		—		2,211
Distributions declared on common stock	—		—			—			—			—			—		(4,173)		—		(4,173)


Foreign currency translation adjustment	—		—			—			—			—			—		—		(1,070)		(1,070)
Balance at September 30, 2019	$	129	$	4		$	4		$	15		$	297		$	319,405	$	(14,860)	$	(1,170)	$	303,824


Nine Months Ended September 30, 2019
	Series A Preferred Stock		Par Value									Additional Paid-in Capital		Accumulated Deficit and Cumulative Distributions		Accumulated Other Comprehensive Income (Loss)		Total Equity
			Common Stock Class T			Common Stock Class D			Common Stock Class I											Common Stock Class N
Balance at December 31, 2018	$	0	$	0		$	0		$	2		$	297	$	298,419	$	(9,884)	$	42		$	288,876
Issuance of 2,123,497 shares of common stock (net of $613 of offering costs)	—		4			4			13			—		20,975		—		—			20,996
Distribution reinvestment	—		0		(a)	0		(a)	0		(a)	—		64		—		—			64
Common stock repurchased	—		—			—			—			—		(104)		—		—			(104)
Amortization of restricted stock grants	—		—			—			—			—		51		—		—			51
Net income	11		—			—			—			—		—		5,701		—			5,712
Distributions declared on common stock	—		—			—			—			—		—		(10,677)		—			(10,677)
Issuance of Series A preferred stock	125		—			—			—			—		—		—		—			125
Distribution to Series A preferred stock	(7)		—			—			—			—		—		—		—			(7)
Foreign currency translation adjustment	—		—			—			—			—		—		—		(1,212)			(1,212)
Balance at September 30, 2019	$	129	$	4		$	4		$	15		$	297	$	319,405	$	(14,860)	$	(1,170)		$	303,824


	September 30, 2020		December 31, 2019
Intangible assets:
In-place lease intangibles	$	25,965	$	26,408
Above-market lease intangibles	154		154
Leasing commissions	11,127		10,853
Other intangibles	819		824
Total Intangible assets	38,065		38,239
Accumulated amortization:
In-place lease intangibles	(9,638)		(7,623)
Above-market lease intangibles	(33)		(21)
Leasing commissions	(2,710)		(1,696)
Other intangibles	(225)		(130)
Total accumulated amortization	(12,606)		(9,470)
Intangible assets, net	$	25,459	$	28,769
Intangible liabilities:
Below-market lease intangibles	$	(9,414)	$	(9,414)
Accumulated amortization	1,059		507
Intangible liabilities, net	$	(8,355)	$	(8,907)


	Class T	Class S	Class D	Class I	Class N	Total
December 31, 2019	1,377	70	573	1,966	29,731	33,717
Common Stock Issued	1,557	2,078	590	1,887	—	6,112
Distribution Reinvestment	47	17	26	41	—	131
Vested Stock Grant	—	—	—	6	—	6
Common Stock Repurchased	(10)	(3)	(20)	(143)	—	(176)
September 30, 2020	2,971	2,162	1,169	3,757	29,731	39,790


Month of:	Total Number of Shares Repurchased	Repurchases as a Percentage of NAV(1)		Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(2)
April 2020	2,350	0.0061	%	$	10.51	2,350	0
May 2020	63,458	0.1655	%	$	10.41	63,458	0
July 2020	60,003	0.1534	%	10.40		60,003	0
August 2020	13,402	0.0336	%	10.43		13,402	0
September 2020	35,489	0.0888	%	10.47		35,489	0
	174,702	N/M		$	10.42	174,702	0


	Three Months Ended September 30,				2020 v 2019				Nine Months Ended September 30,				2020 v 2019
	2020		2019		$		%		2020		2019		$		%
Rental revenues
Industrial	$	2,489	$	2,169	$	320	15	%	$	7,358	$	6,081	$	1,277	21	%
Multifamily	2,336		2,378		(42)		(2)	%	7,000		6,921		79		1	%
Retail	1,656		1,560		96		6	%	4,927		5,175		(248)		(5)	%
Office	1,785		1,832		(47)		(3)	%	5,729		4,136		1,593		39	%
Other	1,181		0		1,181		100	%	3,453		0		3,453		100	%
Total rental revenues	9,447		7,939		1,508		19	%	28,467		22,313		6,154		28	%
Rental property operating expenses
Industrial	746		667		79		12	%	2,113		1,857		256		14	%
Multifamily	1,144		1,129		15		1	%	3,393		3,295		98		3	%
Retail	286		319		(33)		(10)	%	746		956		(210)		(22)	%
Office	495		428		67		16	%	1,501		1,061		440		41	%
Other	279		0		279		100	%	862		0		862		100	%
Total rental property operating expenses	2,950		2,543		407		16	%	8,615		7,169		1,446		20	%
Depreciation and amortization
Industrial	(1,126)		(953)		(173)		18	%	(3,501)		(3,127)		(374)		12	%
Multifamily	(764)		(754)		(10)		1	%	(2,290)		(3,129)		839		(27)	%
Retail	(790)		(786)		(4)		1	%	(2,423)		(2,470)		47		(2)	%
Office	(1,582)		(858)		(724)		84	%	(3,316)		(1,804)		(1,512)		84	%
Other	(484)		0		(484)		100	%	(1,446)		0		(1,446)		100	%
Total depreciation and amortization	(4,746)		(3,351)		(1,395)		42	%	(12,976)		(10,530)		(2,446)		23	%
Income from commercial mortgage loan	252		259		(7)		(3)	%	743		1,119		(376)		(34)	%

Realized and unrealized income (loss) from real estate-related securities	636		2,561		(1,925)		(75)	%	(3,602)		7,666		(11,268)		(147)	%
Income (loss) from equity investment in unconsolidated international affiliated funds	965		(85)		1,050		(1,235)	%	1,038		(85)		1,123		(1,321)	%
General and administrative expenses	(830)		(811)		(19)		2	%	(2,782)		(2,842)		60		(2)	%
Advisory fee due to affiliate	(868)		(527)		(341)		65	%	(2,395)		(1,490)		(905)		61	%
Interest income	39		31		8		26	%	109		82		27		33	%
Interest expense	(791)		(1,262)		471		(37)	%	(2,885)		(3,352)		467		(14)	%
Net income (loss)	1,154		2,211		(1,057)		(48)	%	(2,898)		5,712		(8,610)		(151)	%
Net income attributable to Series A preferred	4		4		0		0	%	11		11		0		0	%
Net income (loss) attributable to common stockholders	$	1,150	$	2,207	$	(1,057)	(48)	%	$	(2,909)	$	5,701	$	(8,610)	(151)	%


	Three Months Ended September 30, 2020				Three Months Ended September 30, 2019
	Amount		Percentage		Amount		Percentage
Distributions
Paid in cash	$	5,217	90.03	%	$	3,796	98.91	%
Reinvested in shares	578		9.97	%	42		1.09	%
Total distributions	$	5,795	100.00	%	$	3,838	100.00	%
Sources of distributions
Cash flows from operating activities	$	5,217	100.00	%	$	3,796	100.00	%

Total sources of distributions	$	5,217	100.00	%	$	3,796	100.00	%
Cash flows from operating activities	$	5,217			$	3,986