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 ~~June~~September 30, 2023

☐ 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 000-56273

nuveen

Nuveen Global Cities REIT, Inc.

(Exact name of Registrant as specified in its Charter)


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

730 Third Avenue, 3rd Floor New York, NY			10017
(Address of principal executive offices)			(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, 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 ~~August 11,~~November 9, 2023, there were ~~17,359,771~~16,928,096 outstanding shares of Class T common stock, ~~45,470,903~~45,134,864 outstanding shares of Class S common stock, ~~7,723,073~~7,406,568 outstanding shares of Class D common stock, ~~82,320,442~~82,259,233 outstanding shares of Class I common stock and 29,730,608 outstanding shares of Class N common stock.

Table of Contents


		Page

PART I	FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS	1
	Consolidated Financial Statements (Unaudited)
	Consolidated Balance Sheets as of J ~~une~~September 30, 2023 and December 31, 2022	1
	Consolidated Statements of Operations for the three and ~~and six~~ nine months ended ~~June~~September 30,, 2023 and 2022	2
	Consolidated Statements of Comprehensive Income (Loss) for the three and a ~~nd six~~nine months ended ~~June~~September 30,, 2023 and 2022	3
	Consolidated Statements of Changes in Equity for the three and ~~and six~~ nine months ended ~~June~~September 30,, 2023 and 2022	4
	Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30,, 2023 and 2022	6
	Notes to the Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3938
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5958
Item 4.	Controls and Procedures	6059


PART II

Item 1.	Legal Proceedings	6160
Item 1A.	Risk Factors	6160
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6160
Item 3.	Defaults Upon Senior Securities	6160
Item 4.	Mine Safety Disclosures	6160
Item 5.	Other Information	61
Item 6.	Exhibits	62
	Signatures	63

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

Nuveen Global Cities REIT, Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Assets	Assets					Assets
Investments in real estate, net	Investments in real estate, net	$	1,751,304	$	1,760,484	Investments in real estate, net	$	1,740,171	$	1,760,484
Investments in commercial mortgage loans, at fair value	Investments in commercial mortgage loans, at fair value	349,744		343,970		Investments in commercial mortgage loans, at fair value	351,524		343,970
Investments in real estate-related securities, at fair value		128,557		116,164
Investments in international affiliated funds	Investments in international affiliated funds	122,618		127,224		Investments in international affiliated funds	116,619		127,224
Investments in real estate debt, at fair value	Investments in real estate debt, at fair value	111,741		98,252		Investments in real estate debt, at fair value	114,391		98,252
Investments in real estate-related securities, at fair value						Investments in real estate-related securities, at fair value	105,166		116,164
Intangible assets, net	Intangible assets, net	110,172		122,991		Intangible assets, net	103,762		122,991
Cash and cash equivalents	Cash and cash equivalents	33,260		43,073		Cash and cash equivalents	30,061		43,073
Restricted cash	Restricted cash	26,508		32,348		Restricted cash	21,256		32,348
Other assets	Other assets	27,832		26,355		Other assets	40,480		26,355
Total assets	Total assets	$	2,661,736	$	2,670,861	Total assets	$	2,623,430	$	2,670,861
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Credit facility	Credit facility	$	235,500	$	190,000	Credit facility	$	246,000	$	190,000
Mortgages payable, net	Mortgages payable, net	189,139		187,908		Mortgages payable, net	188,692		187,908
Loan participations, at fair value	Loan participations, at fair value	179,355		175,830		Loan participations, at fair value	180,080		175,830
Accounts payable, accrued expenses and other liabilities						Accounts payable, accrued expenses and other liabilities	90,257		74,571
Note payable, at fair value	Note payable, at fair value	69,140		69,030		Note payable, at fair value	69,160		69,030
Accounts payable, accrued expenses and other liabilities		82,437		74,571
Due to affiliates	Due to affiliates	49,733		50,637		Due to affiliates	48,994		50,637
Intangible liabilities, net	Intangible liabilities, net	37,215		40,232		Intangible liabilities, net	35,710		40,232
Subscriptions received in advance	Subscriptions received in advance	25,506		31,147		Subscriptions received in advance	20,315		31,147
Distributions payable	Distributions payable	9,742		10,065		Distributions payable	9,790		10,065
Total liabilities	Total liabilities	877,767		829,420		Total liabilities	888,998		829,420
Redeemable non-controlling interest	Redeemable non-controlling interest	432		610		Redeemable non-controlling interest	419		610
Equity	Equity					Equity
Series A Preferred Stock	Series A Preferred Stock	125		125		Series A Preferred Stock	125		125
Common stock - Class T shares, $0.01 par value per share, 500,000,000 shares authorized, 17,241,447 and 17,285,298 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		172		172
Common stock - Class S shares, $0.01 par value per share, 500,000,000 shares authorized, 45,056,500 and 45,277,146 issued and outstanding at June 30, 2023 and December 31, 2022, respectively		450		453
Common stock - Class D shares, $0.01 par value per share, 500,000,000 shares authorized, 7,449,374 and 8,009,944 issued and outstanding at June 30, 2023 and December 31, 2022, respectively		74		79
Common stock - Class I shares, $0.01 par value per share, 500,000,000 shares authorized, 81,003,279 and 79,727,458 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		811		799
Common stock - Class N shares, $0.01 par value per share, 100,000,000 shares authorized, 29,730,608 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		297		297
Common stock - Class T shares, $0.01 par value per share, 500,000,000 shares authorized, 16,809,755 and 17,285,298 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively						Common stock - Class T shares, $0.01 par value per share, 500,000,000 shares authorized, 16,809,755 and 17,285,298 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	168		172
Common stock - Class S shares, $0.01 par value per share, 500,000,000 shares authorized, 44,830,697 and 45,277,146 issued and outstanding at September 30, 2023 and December 31, 2022, respectively						Common stock - Class S shares, $0.01 par value per share, 500,000,000 shares authorized, 44,830,697 and 45,277,146 issued and outstanding at September 30, 2023 and December 31, 2022, respectively	448		453
Common stock - Class D shares, $0.01 par value per share, 500,000,000 shares authorized, 7,543,654 and 8,009,944 issued and outstanding at September 30, 2023 and December 31, 2022, respectively						Common stock - Class D shares, $0.01 par value per share, 500,000,000 shares authorized, 7,543,654 and 8,009,944 issued and outstanding at September 30, 2023 and December 31, 2022, respectively	75		79
Common stock - Class I shares, $0.01 par value per share, 500,000,000 shares authorized, 81,486,190 and 79,727,458 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively						Common stock - Class I shares, $0.01 par value per share, 500,000,000 shares authorized, 81,486,190 and 79,727,458 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	815		799
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, 2023 and December 31, 2022, respectively						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, 2023 and December 31, 2022, respectively	297		297
Additional paid-in capital	Additional paid-in capital	2,068,876		2,060,366		Additional paid-in capital	2,068,242		2,060,366
Accumulated deficit and cumulative distributions	Accumulated deficit and cumulative distributions	(287,652)		(220,425)		Accumulated deficit and cumulative distributions	(333,718)		(220,425)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(3,515)		(5,137)		Accumulated other comprehensive loss	(6,272)		(5,137)
Total stockholders' equity	Total stockholders' equity	1,779,638		1,836,729		Total stockholders' equity	1,730,180		1,836,729
Non-controlling interests attributable to third party joint ventures	Non-controlling interests attributable to third party joint ventures	3,899		4,102		Non-controlling interests attributable to third party joint ventures	3,833		4,102
Total equity	Total equity	1,783,537		1,840,831		Total equity	1,734,013		1,840,831
Total liabilities and equity	Total liabilities and equity	$	2,661,736	$	2,670,861	Total liabilities and equity	$	2,623,430	$	2,670,861

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

Table of Contents

Nuveen Global Cities REIT, Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)


		Three Months Ended June 30,			Six Months Ended June 30,							Three Months Ended September 30,	Nine Months Ended September 30,
			2023		2022		2023		2022				2023		2022		2023		2022
Revenues	Revenues										Revenues
Rental revenue	Rental revenue		$	43,648	$	24,482	$	85,982	$	46,150	Rental revenue		$	43,384	$	31,427	$	129,366	$	77,577
Income from commercial mortgage loans	Income from commercial mortgage loans		7,052		1,897		13,537		3,892		Income from commercial mortgage loans		7,471		5,587		21,008		9,479
Total revenues	Total revenues		50,700		26,379		99,519		50,042		Total revenues		50,855		37,014		150,374		87,056
Expenses	Expenses										Expenses
Rental property operating	Rental property operating		14,780		7,785		29,719		15,346		Rental property operating		14,977		10,040		44,696		25,386
General and administrative	General and administrative		1,946		2,525		4,383		4,621		General and administrative		2,641		2,491		7,024		7,112
Advisory fee due to affiliate	Advisory fee due to affiliate		7,907		6,431		15,949		11,137		Advisory fee due to affiliate		7,847		7,583		23,796		18,720
Depreciation and amortization	Depreciation and amortization		21,648		14,040		42,908		26,407		Depreciation and amortization		21,047		17,357		63,955		43,764
Total expenses	Total expenses		46,281		30,781		92,959		57,511		Total expenses		46,512		37,471		139,471		94,982
Other income (expense)	Other income (expense)										Other income (expense)
Realized and unrealized gain (loss) from real estate-related securities			2,305		(18,534)		5,301		(21,938)
Realized and unrealized gain (loss) from real estate debt			746		(1,812)		343		(2,518)
Realized and unrealized loss from real estate-related securities											Realized and unrealized loss from real estate-related securities		(9,609)		(10,663)		(4,308)		(32,601)
Realized and unrealized loss from real estate debt											Realized and unrealized loss from real estate debt		(708)		(819)		(365)		(3,337)
(Loss) income from equity investments in unconsolidated international affiliated funds	(Loss) income from equity investments in unconsolidated international affiliated funds		(2,799)		4,126		(3,154)		4,985		(Loss) income from equity investments in unconsolidated international affiliated funds		(2,870)		436		(6,024)		5,421
Unrealized loss on commercial mortgage loans			(748)		(2,248)		(1,697)		(2,248)
Unrealized loss from interest rate derivatives			(112)		—		(112)		—
Unrealized gain (loss) on commercial mortgage loans											Unrealized gain (loss) on commercial mortgage loans		431		670		(1,266)		(1,578)
Unrealized gain from interest rate derivatives											Unrealized gain from interest rate derivatives		136		—		24		—
Unrealized loss on note payable	Unrealized loss on note payable		(80)		—		(110)		—		Unrealized loss on note payable		(20)		—		(130)		—
Interest income	Interest income		2,216		1,177		4,100		1,507		Interest income		2,381		1,541		6,481		3,048
Interest expense	Interest expense		(9,929)		(3,147)		(18,558)		(4,943)		Interest expense		(10,788)		(4,685)		(29,346)		(9,628)
Total other income (expense)	Total other income (expense)		(8,401)		(20,438)		(13,887)		(25,155)		Total other income (expense)		(21,047)		(13,520)		(34,934)		(38,675)
Net loss	Net loss		$	(3,982)	$	(24,840)	$	(7,327)	$	(32,624)	Net loss		$	(16,704)	$	(13,977)	$	(24,031)	$	(46,601)
Net loss attributable to non-controlling interests in third party joint ventures	Net loss attributable to non-controlling interests in third party joint ventures		(22)		(41)		(58)		(22)		Net loss attributable to non-controlling interests in third party joint ventures		(21)		(25)		(79)		(47)
Net income attributable to preferred stock	Net income attributable to preferred stock		4		4		8		8		Net income attributable to preferred stock		3		3		11		11
Net loss attributable to common stockholders	Net loss attributable to common stockholders		$	(3,964)	$	(24,803)	$	(7,277)	$	(32,610)	Net loss attributable to common stockholders		$	(16,686)	$	(13,955)	$	(23,963)	$	(46,565)
Net loss per share of common stock - basic and diluted	Net loss per share of common stock - basic and diluted		$	(0.02)	$	(0.18)	$	(0.04)	$	(0.25)	Net loss per share of common stock - basic and diluted		$	(0.09)	$	(0.08)	$	(0.13)	$	(0.33)
Weighted-average shares of common stock outstanding, basic and diluted	Weighted-average shares of common stock outstanding, basic and diluted		180,790,109		145,099,003		181,496,362		129,962,367		Weighted-average shares of common stock outstanding, basic and diluted		180,218,154		166,094,422		181,065,611		142,141,411

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

Table of Contents

Nuveen Global Cities REIT, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)


		Three Months Ended June 30,			Six Months Ended June 30,							Three Months Ended September 30,	Nine Months Ended September 30,
			2023		2022		2023		2022				2023		2022		2023		2022
Net loss	Net loss		$	(3,982)	$	(24,840)	$	(7,327)	$	(32,624)	Net loss		$	(16,704)	$	(13,977)	$	(24,031)	$	(46,601)
Other comprehensive income (loss):
Other comprehensive loss:											Other comprehensive loss:
Foreign currency translation adjustment	Foreign currency translation adjustment		237		(4,468)		1,622		(6,434)		Foreign currency translation adjustment		(2,757)		(5,386)		(1,135)		(11,820)
Comprehensive loss	Comprehensive loss		(3,745)		(29,308)		(5,705)		(39,058)		Comprehensive loss		(19,461)		(19,363)		(25,166)		(58,421)
Comprehensive loss attributable to non-controlling interests in third party joint ventures	Comprehensive loss attributable to non-controlling interests in third party joint ventures		(22)		(41)		(58)		(22)		Comprehensive loss attributable to non-controlling interests in third party joint ventures		(21)		(25)		(79)		(47)
Comprehensive income attributable to preferred stock	Comprehensive income attributable to preferred stock		4		4		8		8		Comprehensive income attributable to preferred stock		3		3		11		11
Comprehensive loss attributable to common stockholders	Comprehensive loss attributable to common stockholders		$	(3,727)	$	(29,271)	$	(5,655)	$	(39,044)	Comprehensive loss attributable to common stockholders		$	(19,443)	$	(19,341)	$	(25,098)	$	(58,385)

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

Table of Contents

Nuveen Global Cities REIT, Inc.

Consolidated Statements of Changes in Equity (Unaudited)

(in thousands, except share data)

Three Months Ended June 30, 2023
Preferred
Stock Par Value Additional
Paid-in
Capital Accumulated
Deficit and
Cumulative
Distributions Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-Controlling Interests Attributable to Third Party Joint Ventures Total
Equity
Common
Stock
Class T Common
Stock
Class S Common
Stock
Class D Common
Stock
Class I Common
Stock
Class N
Balance at March 31, 2023 $ 125 $ 176 $ 461 $ 79 $ 811 $ 297 $ 2,091,877 $ (254,166) $ (3,752) $ 1,835,908 $ 4,066 $ 1,839,974
Issuance of 5,985,219 shares of common stock (net of $279 of offering costs) (b)
— (2) 17 1 45 — 74,387 — — 74,448 — 74,448
Distribution reinvestment — 1 3 — (a) 6 — 13,991 — — 14,001 — 14,001
Common stock repurchased — (3) (31) (6) (51) — (111,360) — — (111,451) — (111,451)
Amortization of restricted stock grants — — — — — — 53 — — 53 — 53
Net income (loss) 4 — — — — — — (3,964) — (3,960) (22) (3,982)
Distributions on common stock — — — — — — — (29,522) — (29,522) — (29,522)
Distributions to non-controlling interests — — — — — — — — — — (145) (145)
Distribution to Series A preferred stock (4) — — — — — — — — (4) — (4)
Foreign currency translation adjustment — — — — — — — — 237 237 — 237
Allocation to redeemable non-controlling interests — — — — — — (72) — — (72) (72)
Balance at June 30, 2023 $ 125 $ 172 $ 450 $ 74 $ 811 $ 297 $ 2,068,876 $ (287,652) $ (3,515) $ 1,779,638 $ 3,899 $ 1,783,537
Three Months Ended June 30, 2022
Preferred
Stock Par Value Additional
Paid-in
Capital Accumulated
Deficit and
Cumulative
Distributions Accumulated Other Comprehensive Loss Total Stockholders' Equity Non-Controlling Interests Attributable to Third Party Joint Ventures Total
Equity
Common
Stock
Class T Common
Stock
Class S Common
Stock
Class D Common
Stock
Class I Common
Stock
Class N
Balance at March 31, 2022 $ 126 $ 119 $ 310 $ 62 $ 439 $ 297 $ 1,329,491 $ — $ (90,787) $ — $ (2,205) $ 1,237,852 $ 854 $ 1,238,706
Issuance of 30,584,177 shares of common stock (net of $330 of offering costs) (b)
— 28 79 11 187 — 385,178 — — 385,483 — 385,483
Distribution reinvestment — — (a) 2 1 4 — 8,637 — — 8,644 — 8,644
Common stock repurchased — — (a) (3) (1) (3) — (8,152) — — (8,159) — (8,159)
Amortization of restricted stock grants — — — — — — (54) — — (54) — (54)
Net income (loss) 4 — — — — — — (24,803) — (24,799) (41) (24,840)
Distributions on common stock — — — — — — — (24,803) — (24,803) — (24,803)
Distribution to Series A preferred stock (4) — — — — — — — — (4) — (4)
Foreign currency translation adjustment — — — — — — — — (4,468) (4,468) — (4,468)
Allocation to redeemable non-controlling interests — — — — — — (308) — — (308) — (308)
Balance at June 30, 2022 $ 126 $ 147 $ 388 $ 73 $ 627 $ 297 $ 1,714,792 $ (140,393) $ (6,673) $ 1,569,384 $ 813 $ 1,570,197


Three Months Ended September 30, 2023
	Preferred Stock		Par Value										Additional Paid-in Capital		Accumulated Deficit and Cumulative Distributions		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity		Non-Controlling Interests Attributable to Third Party Joint Ventures		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, 2023	$	125	$	172	$	450	$	74	$	811	$	297	$	2,068,876	$	(287,652)	$	(3,515)	$	1,779,638	$	3,899	$	1,783,537
Issuance of 5,863,297 shares of common stock (net of $249 of offering costs) (a)	—		(4)		10		3		49		—		72,077		—		—		72,135		—		72,135
Distribution reinvestment	—		1		3		1		6		—		12,727		—		—		12,738		—		12,738
Common stock repurchased	—		(1)		(15)		(3)		(51)		—		(85,542)		—		—		(85,612)		—		(85,612)
Amortization of restricted stock grants	—		—		—		—		—		—		91		—		—		91		—		91
Net income (loss)	3		—		—		—		—		—		—		(16,686)		—		(16,683)		(21)		(16,704)
Distributions on common stock	—		—		—		—		—		—		—		(29,380)		—		(29,380)		—		(29,380)

Distributions to non-controlling interests	—		—		—		—		—		—		—		—		—		—		(45)		(45)

Distributions on Series A preferred stock	(3)		—		—		—		—		—		—		—		—		(3)		—		(3)
Foreign currency translation adjustment	—		—		—		—		—		—		—		—		(2,757)		(2,757)		—		(2,757)
Allocation to redeemable non-controlling interests	—		—		—		—		—		—		13		—		—		13				13
Balance at September 30, 2023	$	125	$	168	$	448	$	75	$	815	$	297	$	2,068,242	$	(333,718)	$	(6,272)	$	1,730,180	$	3,833	$	1,734,013

Three Months Ended September 30, 2022
	Preferred Stock		Par Value										Additional Paid-in Capital		Accumulated Deficit and Cumulative Distributions		Accumulated Other Comprehensive Loss		Total Stockholders' Equity		Non-Controlling Interests Attributable to Third Party Joint Ventures		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, 2022	$	126	$	147	$	388	$	73	$	627	$	297	$	1,714,792	$	(140,393)	$	(6,673)	$	1,569,384	$	813	$	1,570,197
Issuance of 16,168,755 shares of common stock (net of $500 of offering costs)	—		19		40		6		98		—		207,550		—		—		207,713		—		207,713
Distribution reinvestment	—		1		2		—		5		—		11,831		—		—		11,839		—		11,839
Common stock repurchased	—		(1)		(2)		—		(4)		—		(7,627)		—		—		(7,634)		—		(7,634)
Amortization of restricted stock grants	—		—		—		—		—		—		66		—		—		66		—		66
Net income (loss)	3		—		—		—		—		—		—		(13,955)		—		(13,952)		(25)		(13,977)
Distributions on common stock	—		—		—		—		—		—		—		(28,447)		—		(28,447)		—		(28,447)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		—		—		3,347		3,347
Distributions to non-controlling interests	—		—		—		—		—		—		—		—		—		—		(20)		(20)

Distributions on Series A preferred stock	(1)		—		—		—		—		—		—		—		—		(1)		—		(1)
Foreign currency translation adjustment	—		—		—		—		—		—		—		—		(5,386)		(5,386)		—		(5,386)
Allocation to redeemable non-controlling interests	—		—		—		—		—		—		(238)		—		—		(238)		—		(238)
Balance at September 30, 2022	$	128	$	166	$	428	$	79	$	726	$	297	$	1,926,374	$	(182,795)	$	(12,059)	$	1,733,344	$	4,115	$	1,737,459

(a)~~Amount is not presented due to rounding; see Note 18.~~

~~(b)~~Common stock issuance includes transfers and conversions between share classes; see Note 18.

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Nuveen Global Cities REIT, Inc.

Consolidated Statements of Changes in Equity (Unaudited)

(in thousands, except share data)

Six Months Ended June 30, 2023
Preferred
Stock Par Value Additional
Paid-in
Capital Accumulated
Deficit and
Cumulative
Distributions Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-Controlling Interests Attributable to Third Party Joint Ventures 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, 2022 $ 125 $ 172 $ 453 $ 79 $ 799 $ 297 $ 2,060,366 $ (220,425) $ (5,137) $ 1,836,729 $ 4,102 $ 1,840,831
Issuance of 12,501,159 shares of common stock (net of $640 of offering costs) (b)
— 3 35 1 87 — 157,016 — — 157,142 — 157,142
Distribution reinvestment — 2 6 1 12 — 27,798 — — 27,819 — 27,819
Common stock repurchased — (5) (44) (7) (87) — (176,588) — — (176,731) — (176,731)
Amortization of restricted stock grants — — — — — — 106 — — 106 — 106
Net income (loss) 8 — — — — — — (7,277) — (7,269) (58) (7,327)
Distributions on common stock — — — — — — — (59,950) — (59,950) — (59,950)
Distributions to non-controlling interests — — — — — — — — — — (145) (145)
Distribution to Series A preferred stock (8) — — — — — — — — (8) — (8)
Foreign currency translation adjustment — — — — — — — — 1,622 1,622 — 1,622
Allocation to redeemable non-controlling interests — — — — — — 178 — — 178 — 178
Balance at June 30, 2023 $ 125 $ 172 $ 450 $ 74 $ 811 $ 297 $ 2,068,876 $ (287,652) $ (3,515) $ 1,779,638 $ 3,899 $ 1,783,537
Six Months Ended June 30, 2022
Preferred
Stock Par Value Additional
Paid-in
Capital Accumulated
Deficit and
Cumulative
Distributions Accumulated Other Comprehensive Loss Total Stockholders' Equity Non-Controlling Interests Attributable to Third Party Joint Ventures 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, 2021 $ 126 $ 92 $ 238 $ 46 $ 316 $ 297 $ 1,043,073 $ (63,958) $ (239) — $ 979,991 $ 835 $ 980,826
Issuance of 53,958,770 shares of common stock (net of $524 of offering costs) (b)
— 54 149 27 309 — 667,709 — — 668,248 — 668,248
Distribution reinvestment — 1 4 1 6 — 14,506 — — 14,518 — 14,518
Common stock repurchased — — (a) (3) (1) (4) — (10,209) — — (10,217) — (10,217)
Amortization of restricted stock grants — — — — — — 39 — — 39 — 39
Net income (loss) 8 — — — — — — (32,610) — (32,602) (22) (32,624)
Distributions on common stock — — — — — — — (43,825) — (43,825) — (43,825)
Distribution to Series A preferred stock (8) — — — — — — — — (8) — (8)
Foreign currency translation adjustment — — — — — — — — (6,434) (6,434) — (6,434)
Allocation to redeemable non-controlling interest — — — — — — (326) — — (326) — (326)
Balance at June 30, 2022 $ 126 $ 147 $ 388 $ 73 $ 627 $ 297 $ 1,714,792 $ (140,393) $ (6,673) $ 1,569,384 $ 813 $ 1,570,197


Nine Months Ended September 30, 2023
	Preferred Stock		Par Value										Additional Paid-in Capital		Accumulated Deficit and Cumulative Distributions		Accumulated Other Comprehensive Loss		Total Stockholders' Equity		Non-Controlling Interests Attributable to Third Party Joint Ventures		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, 2022	$	125	$	172	$	453	$	79	$	799	$	297	$	2,060,366	$	(220,425)	$	(5,137)	$	1,836,729	$	4,102	$	1,840,831
Issuance of 18,364,456 shares of common stock (net of $890 of offering costs) (a)	—		(1)		45		4		136		—		229,093		—		—		229,277		—		229,277
Distribution reinvestment	—		3		9		2		18		—		40,525		—		—		40,557		—		40,557
Common stock repurchased	—		(6)		(59)		(10)		(138)		—		(262,130)		—		—		(262,343)		—		(262,343)
Amortization of restricted stock grants	—		—		—		—		—		—		197		—		—		197		—		197
Net income (loss)	11		—		—		—		—		—		—		(23,963)		—		(23,952)		(79)		(24,031)
Distributions on common stock	—		—		—		—		—		—		—		(89,330)		—		(89,330)		—		(89,330)

Distributions to non-controlling interests	—		—		—		—		—		—		—		—		—		—		(190)		(190)

Distributions on Series A preferred stock	(11)		—		—		—		—		—		—		—		—		(11)		—		(11)
Foreign currency translation adjustment	—		—		—		—		—		—		—		—		(1,135)		(1,135)		—		(1,135)
Allocation to redeemable non-controlling interests	—		—		—		—		—		—		191		—		—		191		—		191
Balance at September 30, 2023	$	125	$	168	$	448	$	75	$	815	$	297	$	2,068,242	$	(333,718)	$	(6,272)	$	1,730,180	$	3,833	$	1,734,013

Nine Months Ended September 30, 2022
	Preferred Stock		Par Value										Additional Paid-in Capital		Accumulated Deficit and Cumulative Distributions		Accumulated Other Comprehensive Loss		Total Stockholders' Equity		Non-Controlling Interests Attributable to Third Party Joint Ventures		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, 2021	$	126	$	92	$	238	$	46	$	316	$	297	$	1,043,073	$	(63,958)	$	(239)	$	979,991	$	835	$	980,826
Issuance of 70,107,525 shares of common stock (net of $737 of offering costs)	—		73		189		33		407		—		875,259		—		—		875,961		—		875,961
Distribution reinvestment	—		2		6		1		11		—		26,337		—		—		26,357		—		26,357
Common stock repurchased	—		(1)		(5)		(1)		(8)		—		(17,836)		—		—		(17,851)		—		(17,851)
Amortization of restricted stock grants	—		—		—		—		—		—		105		—		—		105		—		105
Net income (loss)	11		—		—		—		—		—		—		(46,565)		—		(46,554)		(47)		(46,601)
Distributions on common stock	—		—		—		—		—		—		—		(72,272)		—		(72,272)		—		(72,272)
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		—		—		3,347		3,347
Distributions to non-controlling interests	—		—		—		—		—		—		—		—		—		—		(20)		(20)

Distributions on Series A preferred stock	(9)		—		—		—		—		—		—		—		—		(9)		—		(9)
Foreign currency translation adjustment	—		—		—		—		—		—		—		—		(11,820)		(11,820)		—		(11,820)
Allocation to redeemable non-controlling interest	—		—		—		—		—		—		(564)		—		—		(564)		—		(564)
Balance at September 30, 2022	$	128	$	166	$	428	$	79	$	726	$	297	$	1,926,374	$	(182,795)	$	(12,059)	$	1,733,344	$	4,115	$	1,737,459

(a)~~Amount is not presented due to rounding; see Note 18.~~

~~(b)~~Common stock issuance includes transfers and conversions between share classes; see Note 18.

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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)
		Six Months Ended June 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(7,327)	$	(32,624)	Net loss	$	(24,031)	$	(46,601)
Adjustments to reconcile net loss to net cash provided by operating activities:	Adjustments to reconcile net loss to net cash provided by operating activities:					Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	42,908		26,407		Depreciation and amortization	63,955		43,764
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	(6,434)		28,356		Unrealized (gain) loss on changes in fair value of real estate-related securities	(1,142)		39,569
Realized loss (gain) on sale of real estate-related securities	Realized loss (gain) on sale of real estate-related securities	3,597		(4,872)		Realized loss (gain) on sale of real estate-related securities	9,050		(4,231)
Unrealized (gain) loss on changes in fair value of real estate debt		(400)		2,514
Unrealized loss on changes in fair value of real estate debt						Unrealized loss on changes in fair value of real estate debt	296		3,333
Unrealized loss on changes in fair value of note payable	Unrealized loss on changes in fair value of note payable	110		—		Unrealized loss on changes in fair value of note payable	130		—
Unrealized loss on changes in fair value of commercial mortgage loans	Unrealized loss on changes in fair value of commercial mortgage loans	1,697		2,248		Unrealized loss on changes in fair value of commercial mortgage loans	1,266		1,578
Unrealized loss on changes in fair value of interest rate derivatives		112		—
Unrealized gain on changes in fair value of interest rate derivatives						Unrealized gain on changes in fair value of interest rate derivatives	(24)		—
Realized loss on sale of real estate debt	Realized loss on sale of real estate debt	57		4		Realized loss on sale of real estate debt	69		4
Loss (income) from equity investments in unconsolidated international affiliated funds	Loss (income) from equity investments in unconsolidated international affiliated funds	3,154		(4,985)		Loss (income) from equity investments in unconsolidated international affiliated funds	6,024		(5,421)
Income distributions from equity investments in unconsolidated international affiliated funds	Income distributions from equity investments in unconsolidated international affiliated funds	2,651		1,472		Income distributions from equity investments in unconsolidated international affiliated funds	3,394		1,688
Straight line rent adjustment	Straight line rent adjustment	(2,433)		(1,056)		Straight line rent adjustment	(3,321)		(1,829)
Amortization of above and below-market lease intangibles	Amortization of above and below-market lease intangibles	(2,056)		(1,713)		Amortization of above and below-market lease intangibles	(3,087)		(2,494)
Amortization of deferred financing costs	Amortization of deferred financing costs	581		380		Amortization of deferred financing costs	900		571
Amortization of mortgage discount	Amortization of mortgage discount	605		—		Amortization of mortgage discount	899		—
Amortization of restricted stock grants	Amortization of restricted stock grants	106		39		Amortization of restricted stock grants	197		105
Change in assets and liabilities:	Change in assets and liabilities:					Change in assets and liabilities:

Decrease in other assets		435		5,569
(Increase) decrease in other assets						(Increase) decrease in other assets	(11,804)		3,207

Increase in accounts payable, accrued expenses and other liabilities	Increase in accounts payable, accrued expenses and other liabilities	7,754		11,980		Increase in accounts payable, accrued expenses and other liabilities	15,710		21,839
Net cash provided by operating activities	Net cash provided by operating activities	45,117		33,719		Net cash provided by operating activities	58,481		55,082
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisitions of real estate	Acquisitions of real estate	(13,759)		(235,689)		Acquisitions of real estate	(13,759)		(691,679)
Origination and fundings of commercial mortgage loans	Origination and fundings of commercial mortgage loans	(3,946)		(96,048)		Origination and fundings of commercial mortgage loans	(4,570)		(253,032)
Capital improvements to real estate	Capital improvements to real estate	(6,843)		(7,628)		Capital improvements to real estate	(11,747)		(6,593)

Purchase of real estate-related securities	Purchase of real estate-related securities	(35,848)		(39,608)		Purchase of real estate-related securities	(65,431)		(79,065)
Proceeds from sale of real estate-related securities	Proceeds from sale of real estate-related securities	26,292		4,921		Proceeds from sale of real estate-related securities	68,521		44,362
Purchases of real estate debt	Purchases of real estate debt	(25,772)		(71,502)		Purchases of real estate debt	(33,823)		(81,615)
Proceeds from sale of real estate debt	Proceeds from sale of real estate debt	12,626		—		Proceeds from sale of real estate debt	17,319		1,165
Net cash used in investing activities	Net cash used in investing activities	(47,250)		(445,554)		Net cash used in investing activities	(43,490)		(1,066,457)
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	109,410		581,229		Proceeds from issuance of common stock	189,009		792,544
Repurchase of common stock	Repurchase of common stock	(159,888)		(7,342)		Repurchase of common stock	(253,218)		(14,502)
Offering costs paid	Offering costs paid	(693)		(524)		Offering costs paid	(943)		(737)
Borrowings under credit facility	Borrowings under credit facility	84,500		107,000		Borrowings under credit facility	104,500		222,000
Repayments on credit facility	Repayments on credit facility	(39,000)		(190,000)		Repayments on credit facility	(48,500)		(235,000)
Payments on mortgages payable	Payments on mortgages payable	(279)		—		Payments on mortgages payable	(305)		—
Proceeds from note payable	Proceeds from note payable	—		69,263		Proceeds from note payable	—		69,263
Payment of deferred financing costs						Payment of deferred financing costs	—		(194)
Proceeds from sale of loan participations	Proceeds from sale of loan participations	—		107,823		Proceeds from sale of loan participations	—		174,016
Contributions from non-controlling interests in third party joint ventures						Contributions from non-controlling interests in third party joint ventures	—		3,347
Payment of offering and organization costs due to affiliate	Payment of offering and organization costs due to affiliate	(469)		(627)		Payment of offering and organization costs due to affiliate	(704)		(627)
Distributions to preferred stockholders	Distributions to preferred stockholders	(8)		(8)		Distributions to preferred stockholders	(11)		(9)
Distributions to non-controlling interests in third party joint ventures	Distributions to non-controlling interests in third party joint ventures	(145)		—		Distributions to non-controlling interests in third party joint ventures	(190)		(20)
Subscriptions received in advance	Subscriptions received in advance	25,506		86,897		Subscriptions received in advance	20,315		65,432
Distributions	Distributions	(32,454)		(25,798)		Distributions	(49,048)		(41,469)
Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(13,520)		727,913		Net cash (used in) provided by financing activities	(39,095)		1,034,044
Net (decrease) increase in cash and cash equivalents and restricted cash during the period	Net (decrease) increase in cash and cash equivalents and restricted cash during the period	(15,653)		316,078		Net (decrease) increase in cash and cash equivalents and restricted cash during the period	(24,104)		22,669
Cash and cash equivalents and restricted cash, beginning of period	Cash and cash equivalents and restricted cash, beginning of period	75,421		130,576		Cash and cash equivalents and restricted cash, beginning of period	75,421		130,576
Cash and cash equivalents and restricted cash, end of period	Cash and cash equivalents and restricted cash, end of period	$	59,768	$	446,654	Cash and cash equivalents and restricted cash, end of period	$	51,317	$	153,245
Reconciliation of cash and cash equivalents and restricted cash to the Consolidated Balance Sheets, end of period:
Cash and cash equivalents		$	33,260	$	358,954
Restricted cash		26,508		87,700
Total cash and cash equivalents and restricted cash		$	59,768	$	446,654

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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)
		Six Months Ended June 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
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	$	30,061	$	86,754
Restricted cash						Restricted cash	21,256		66,491
Total cash and cash equivalents and restricted cash						Total cash and cash equivalents and restricted cash	$	51,317	$	153,245
Supplemental disclosures:	Supplemental disclosures:					Supplemental disclosures:
Interest paid	Interest paid	$	20,446	$	3,996	Interest paid	$	31,146	$	7,111
Non-cash investing activities:	Non-cash investing activities:					Non-cash investing activities:
Assumption of other assets and liabilities in conjunction with acquisitions of investments in real estate	Assumption of other assets and liabilities in conjunction with acquisitions of investments in real estate	$	(79)	$	1,835	Assumption of other assets and liabilities in conjunction with acquisitions of investments in real estate	$	(79)	$	8,985
Accrued capital expenditures	Accrued capital expenditures	$	(4,638)	$	1,067	Accrued capital expenditures	$	(3,619)	$	9,194
Non-cash financing activities:	Non-cash financing activities:					Non-cash financing activities:
Assumption of mortgages payable in conjunction with acquisitions of investments in real estate						Assumption of mortgages payable in conjunction with acquisitions of investments in real estate	$	—	$	62,132
Accrued distributions	Accrued distributions	$	323	$	(3,509)	Accrued distributions	$	275	$	(4,446)
Accrued stockholder servicing fees	Accrued stockholder servicing fees	$	(435)	$	16,110	Accrued stockholder servicing fees	$	(939)	$	19,972
Distribution reinvestments	Distribution reinvestments	$	27,819	$	14,518	Distribution reinvestments	$	40,557	$	26,357
Allocation to redeemable non-controlling interests	Allocation to redeemable non-controlling interests	$	(178)	$	326	Allocation to redeemable non-controlling interests	$	(191)	$	564
Fundings of commercial mortgage loans through increases in loan participations	Fundings of commercial mortgage loans through increases in loan participations	$	4,352	$	—	Fundings of commercial mortgage loans through increases in loan participations	$	4,870	$	—
Accrued offering costs due to affiliate		$	(53)	$	—

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

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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 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 is 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 ("NRE").~~Estate.

Pursuant to a Registration Statement on Form S-11 (File No. 333-222231) (the “IPO Registration Statement”), the Company registered with the Securities and Exchange Commission (the “SEC”) its initial public offering of up to $5.0 billion in shares of common stock (the “Initial Public Offering”). The IPO Registration Statement was initially declared effective on January 31, 2018 and the Initial Public Offering terminated on July 2, 2021.

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 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 "Follow-on Public Offering"). The Follow-on Registration Statement was initially declared effective by the SEC on July 2, 2021. In the Follow-on Public Offering, the Company is offering to the public any combination of four 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 varies and generally 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.

As of ~~June~~September 30, 2023, the Company had received aggregate net proceeds of $2.2 billion from selling shares in the Initial Public Offering, the Follow-on Public Offering and in unregistered private offerings.

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 ~~June~~September 30, 2023 and December 31, 2022 and for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022. 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. 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, 2022 as filed with the SEC. The year-end balance sheet was derived from those audited financial statements.

The accompanying consolidated financial statements include the accounts of the Company, the Company's subsidiaries and joint ventures in which the Company has a controlling interest.

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 ~~assumption~~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.

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Principles of Consolidation

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 that entity, the Company considers whether the entity is a variable interest entity (“VIE”) and whether itthe Company 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 VIE and (ii) the obligation to absorb losses or receive 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 athe fair value option (“FVO”) are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions and distributions. When the Company elects the FVO, the Company records its share of net asset value of the entity and any related unrealized gains and losses.

Each of the Company’s joint ventures ~~are~~is considered to be a VIE or VOE. The Company consolidates these entities because it has the ability to direct the most significant activities of the joint ventures, including unilateral ~~decision making~~decision-making on the disposition of the investments.

For select joint ventures, the non-controlling partner’s share of the assets, liabilities and operations of each joint venture is included in noncontrolling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage. Certain strategic partnerships of the Company provide the other partner a profits interest based on certain internal rate of return hurdles being achieved. Any profits interest due to the other partner is reported within redeemable non-controlling interests.

As of ~~June~~September 30, 2023, and December 31, 2022, the total assets and liabilities of the Company’s consolidated VIEs were ~~$49.6~~$49.8 million and ~~$30.2~~$30.4 million, and $51.2 million and $30.2 million, respectively. Such amounts are included on the Company’s Consolidated Balance Sheets.

The Company has limited contractual rights to obtain the financial records of certain of its consolidated single-family housing, retail, student housing, self-storage and direct international portfolios from the operating partner. The operating partner does not prepare separate GAAP financial statements; therefore, the Company compiles GAAP financial information for ~~them~~the portfolios based on reports prepared by and received from the operating partner. Such reports are not available to the Company until approximately 2520 days after the end of any given period. As a result, these activities are generally included in the Company's consolidated financial statements on a one-month lag; however, any significant activity that occurs in the final month of the quarter is recorded in that period.

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 expenses acquisition-related costs associated with business combinations as they are incurred. The Company capitalizes acquisition-related costs associated with asset acquisitions.

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.

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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~~the Company's 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. During the periods presented, no such impairment occurred.

Investments in Real Estate-Related Securities

The Company 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 gains and losses are recorded as a component of Realized and Unrealized Gain (Loss) from Real Estate-Related Securities on the Company’s Consolidated Statements of Operations.

Investments in Real Estate Debt

The Company’s investments in real estate debt consist of commercial mortgage-backed securities (“CMBS”), which are securities backed by one or more mortgage loans secured by real estate assets. The Company classifies its CMBS as trading securities and records such investments at fair value. As such, the resulting unrealized gains and losses of its CMBS are recorded as a component of Realized and Unrealized Gain (Loss) from Real Estate Debt on the Company’s Consolidated Statements of Operations.

Interest income from the Company’s investments in CMBS is recognized over the life of each investment and is recorded on the accrual basis on the Company’s Consolidated Statements of Operations.

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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 (collectively, the “International Affiliated Funds”), under the equity method of accounting. 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, foreign currency translation adjustments, 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 Income (Loss) from Equity Investment in Unconsolidated International Affiliated Funds on the Company’s Consolidated Statements of Operations.

All contributions to or distributions from the investment in the International Affiliated Funds are 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.

The Company uses the cumulative earnings approach to classify its ~~distribution~~distributions received from equity method investments. Under the cumulative earnings approach, distributions received are considered returns on investment and classified as cash inflows from operating activities, unless the investor’s cumulative distributions received less distributions received in prior periods that were determined to be returns on investment exceed cumulative equity in earnings recognized by the investor. When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and classified as cash inflows from investing activities.

Investments in Commercial Mortgage Loans

The Company originates commercial mortgage loans and elects the fair value option for each loan. 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 loans are stated at fair value and initially valued at the face amount of the loan funding. Subsequently, the commercial mortgage loans are 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 is 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.

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

In the event of a partial or whole sale of the commercial mortgage loan that qualifies for sale accounting under GAAP, the Company derecognizes the corresponding asset and fees paid as part of the partial or whole sale are recognized on the Company’s Consolidated Statements of Operations.

Senior Loan Participations

In certain instances, the Company finances loans through the non-recourse syndication of a senior loan interest to a third party. Depending on the particular structure of the syndication, the senior loan interest may remain on the Company's Consolidated Balance Sheets or, in other cases, the sale will be recognized and the senior loan interest will no longer be included in its consolidated financial statements. When these sales do not qualify for sale accounting under GAAP, the Company reflects the transaction by recording a loan participations liability at fair value on the Consolidated Balance Sheets, however this gross presentation does not impact Stockholders’ Equity or Net Income. When the sales are recognized, the Consolidated Balance Sheets only includes the remaining subordinate loan.

Note Payable

The Company finances the acquisition of certain mortgage loans through the use of "note-on-note" transactions in which the Company pledges mortgage loans as collateral to secure a loan which is equal in value to a specified percentage of the estimated fair value of the pledged collateral. These "note-on-note" transactions are recorded in Note Payable, at Fair Value on the Consolidated Balance Sheets and are carried at fair value through the adoption of the fair value option allowed under ASC 825.

Financing costs related to the Company's note payable are expensed as incurred and recorded in Interest Expense on the Consolidated Statements of Operations.

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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, which approximates the effective interest method. Unamortized deferred financing 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 the maturity of the Credit Facility.

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Deferred financing costs related to the Company’s mortgages payable are recorded as an offset to the related liability and amortized on a straight-line basis over the term of the financing instrument, which approximates the effective interest method. Unamortized deferred financing costs related to the Company's mortgages payable are charged to interest expense upon early repayment or significant modification of the mortgages payable and fully amortized deferred financing costs are removed from the books upon maturity.

Deferred leasing costs, ~~incurred in connection with new leases,~~ which consist primarily of brokerage and legal fees, incurred in connection with new leases, are recorded as a component of Intangible Assets, Net on the Company’s Consolidated Balance Sheets and amortized over the life of the related lease. Unamortized deferred leasing costs are charged to amortization expense upon early termination or significant modification of the leases and fully amortized deferred leasing costs are removed from the books upon lease expiration.

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 Company's investments in 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 exchange and have been classified as Level 1.

The Company’s investments in real estate debt, which consists of CMBS, are reported at fair value. The Company generally determines the fair value of its investments in real estate debt by utilizing third-party pricing service providers whenever available and such investments have been classified as Level 2.

The Company's derivative financial instruments, consisting of interest rate swaps, are reported at fair value. The fair values of the Company's interest rate contracts were estimated using advice from a third-party valuation service provider based on contractual cash flows and interest calculations using the appropriate discount rates and such investments have been classified as Level 2.

The Company’s investments in commercial mortgage loans ~~consists~~consist of floating rate senior and mezzanine loans the Company originated and have been classified as Level 3. The commercial mortgage loans are carried at fair value based on significant unobservable inputs.

The Company's loan participations and note payable are carried at fair value based on significant unobservable inputs and have been classified as 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.

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


		June 30, 2023								December 31, 2022									September 30, 2023								December 31, 2022
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:	Assets:																	Assets:
Investments in real estate-related securities	Investments in real estate-related securities	$	128,557	$	—	$	—	$	128,557	$	116,164	$	—	$	—	$	116,164	Investments in real estate-related securities	$	105,166	$	—	$	—	$	105,166	$	116,164	$	—	$	—	$	116,164
Investments in real estate debt	Investments in real estate debt	—		111,741		—		111,741		—		98,252		—		98,252		Investments in real estate debt	—		114,391		—		114,391		—		98,252		—		98,252
Investments in commercial mortgage loans	Investments in commercial mortgage loans	—		—		349,744		349,744		—		—		343,970		343,970		Investments in commercial mortgage loans	—		—		351,524		351,524		—		—		343,970		343,970
Interest rate derivatives(1)																		Interest rate derivatives(1)	—		24		—		24		—		—		—		—
Total	Total	$	128,557	$	111,741	$	349,744	$	590,042	$	116,164	$	98,252	$	343,970	$	558,386	Total	$	105,166	$	114,415	$	351,524	$	571,105	$	116,164	$	98,252	$	343,970	$	558,386

Liabilities:	Liabilities:																	Liabilities:
Loan participations	Loan participations	$	—	$	—	$	179,355	$	179,355	$	—	$	—	$	175,830	$	175,830	Loan participations	$	—	$	—	$	180,080	$	180,080	$	—	$	—	$	175,830	$	175,830
Note payable	Note payable	—		—		69,140		69,140		—		—		69,030		69,030		Note payable	—		—		69,160		69,160		—		—		69,030		69,030
Interest rate derivatives(1)		—		112		—		112		—		—		—		—
Total	Total	$	—	$	112	$	248,495	$	248,607	$	—	$	—	$	244,860	$	244,860	Total	$	—	$	—	$	249,240	$	249,240	$	—	$	—	$	244,860	$	244,860

(1) Included in ~~Accounts Payable, Accrued Expenses, and~~ Other ~~Liabilities~~Assets in the Company's Consolidated Balance ~~Sheets~~Sheets.

The following table details the Company’s assets and liabilities measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):


		Investments in Commercial Mortgage Loans			Loan Participations			Note Payable			Investments in Commercial Mortgage Loans			Loan Participations			Note Payable
Balance as of December 31, 2022	Balance as of December 31, 2022	$	343,970		$	175,830		$	69,030	Balance as of December 31, 2022	$	343,970		$	175,830		$	69,030
Additional fundings	Additional fundings	8,298			4,352			—		Additional fundings	9,440		(a)	4,870		(a)	—
Net unrealized loss on assets	Net unrealized loss on assets	(2,524)		(a)	—			—		Net unrealized loss on assets	(1,886)		(b)	—			—
Net unrealized (gain) loss on liabilities	Net unrealized (gain) loss on liabilities	—			(827)		(a)	110		Net unrealized (gain) loss on liabilities	—			(620)		(b)	130
Balance as of June 30, 2023		$	349,744		$	179,355		$	69,140
Balance as of September 30, 2023										Balance as of September 30, 2023	$	351,524		$	180,080		$	69,160

(a) Includes additional fundings on commercial mortgage loans of $4.5 million combined with additional fundings of $4.9 million associated with loan participations.

(b) Unrealized Loss on Commercial Mortgage Loans of ~~$1.7~~$1.3 million reported on the Company's Consolidated Statements of Operations for the ~~six~~nine months ended ~~June~~September 30, 2023 includes unrealized losses of ~~$2.5~~$1.9 million associated with commercial mortgage loans, net of unrealized gains of ~~$0.8~~$0.6 million associated with loan participations.

The following table shows the quantitative information about unobservable inputs ~~related to~~that constitute the Level 3 fair value measurements ~~comprising~~of the investments in commercial mortgage loans, loan participations and note payable as of ~~June~~September 30, 2023.

Type

Asset Class

Valuation Technique

Unobservable Inputs

Range (Weighted Average)

Commercial Mortgage Loans

Various

Discounted Cash Flow Method

Equivalency Rate

~~LIBOR~~SOFR (1) + ~~3.50%~~2.00% - ~~8.55% (4.76%~~9.55% (4.10%)

~~SOFR~~ ~~(2)~~ ~~+ 2.00% - 7.92% (3.77%)~~

Loan Participations

Various

Discounted Cash Flow Method

Equivalency Rate

~~LIBOR(1)~~ ~~+ 3.50% (3.50%)~~

SOFR ~~(2)~~(1) + 2.00% - ~~2.15% (2.07%~~3.75% (2.63%)

Note Payable

Multifamily

Discounted Cash Flow Method

Equivalency Rate

SOFR ~~(2)~~(1) + 1.75% (1.75%)

(1) LIBOR as of June 30, 2023 was 5.8%.
(2) Secured Overnight Financing Rate ("SOFR") as of ~~June~~September 30, 2023 was ~~5.1%~~5.3%.

As of ~~June~~September 30, 2023, the carrying value of the Company's credit facility approximated fair value. The fair value of the Company's mortgages payable was ~~$177.6~~$174.3 million and $178.6 million as of ~~June~~September 30, 2023 and December 31, 2022, 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.

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Revenue Recognition

The Company’s sources of revenue 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 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 in rental revenue its tenant reimbursement income, ~~in rental revenue that~~which 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.

The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. Management exercises judgment in assessing collectability and considers the length of time a receivable has been outstanding, tenant credit-worthiness, payment history, available information about the financial condition of the tenant, and current economic trends, among other factors. Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue.

Income from Commercial Mortgage Loans — 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 ~~June~~September 30, 2023, the Company did not have any nonaccrual mortgage ~~loans on nonaccrual status.~~loans.

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 ~~June~~September 30, 2023, the Company had ~~$26.5~~$21.3 million of restricted cash. The restricted cash consisted of $1.0 million of tenant security deposits and ~~$25.5~~$20.3 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 ended 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 is subject to federal corporate income tax to the extent it distributes less than 100% of its REIT taxable income (including for this purpose its net capital gain) to its ~~shareholders.~~stockholders. The Company will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions it pays in any calendar year are less than the sum of 85% of its ordinary income, 95% of its net capital gains, and 100% of its undistributed income from prior years. ~~The Company is also subject to a number of other organizational and operational requirements.~~

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 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. The Company’s dealings with the TRSs must be arm’s length in nature or be permitted under the Code. Otherwise, the Company may be subject to 100% penalty tax, or its TRSs may be denied deductions. A domestic TRS is subject to USU.S. corporate federal income tax and state income or franchise tax. ~~The~~A Cayman Islands ~~TRSs are~~TRS is not subject to USU.S. corporate federal income tax or Cayman Islands taxes. As of ~~June~~September 30, 2023, the Company had five active TRSs: the Company uses two Cayman Islands TRSs to hold its investments in the International Affiliated Funds, one Luxembourg TRS to hold minority interests in its direct European ~~investments,~~investment, one domestic TRS to hold the senior portions of the commercial mortgage loans, and one domestic TRS for self-storage, nonrental-related business. The asset tests that apply to REITs limit the Company's ownership of the securities of its

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TRSs to no more than 20% of the value of the Company's total assets. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred federal income tax expense related to the TRSs of ~~$0.2~~$0.1 million and $0.3 million, respectively.

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The Company accrues liabilities when it believes that it is more likely than not that it will not realize the benefits of tax positions that it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with ASC 740-10, Uncertain Tax Positions. Interest and penalties related to unrecognized tax positions are included in income tax expense, and no amount has been accrued. Income tax returns for tax years ~~2018~~2019 through 2022 remain subject to governmental examination.

Deferred Taxes

As of ~~June~~September 30, 2023, the Company had a deferred tax liability of ~~$2.4~~$2.7 million that is recorded in Accounts Payable, Accrued Expenses and Other Liabilities on the Company’s Consolidated Balance Sheets. The deferred tax liability is a value-based tax, calculated on the difference between acquisition cost and current tax basis, and was assumed during the acquisition of the multifamily portfolio in Copenhagen, Denmark.

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 the Company’s acquisition of its first property. The Company agreed to 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~~reached $1.0 billion or January 31, 2023.The Company's NAV reached $1.0 billion in October 2021 and as of ~~June~~September 30, 2023, the Company had reimbursed the Advisor ~~$1.5~~$1.8 million of such costs.

The Advisor and its affiliates have 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, of which ~~$3.1~~$2.8 million and $3.6 million remained outstanding as of ~~June~~September 30, 2023 and December 31, 2022, respectively. These organization and offering costs are recorded as Due to Affiliates on the Company’s Consolidated Balance Sheets.

Offering costs are currently charged to equity as such amounts are incurred. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company charged ~~$0.3~~$0.2 million and ~~$0.6~~$0.9 million, respectively, in offering costs to equity.

Foreign Currency

The financial position and results of operations of ECF isare 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 (loss), which includes the Company’s allocable share of ECF's income and expense, realized gains and losses and unrealized appreciation or depreciation, has been translated atusing the weighted average exchange rates ~~prevailing~~ during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date.

The financial position and results of operations of the Company's wholly-owned multifamily property located in Copenhagen, Denmark ("CASA Nord") isare measured using the local currency (Danish Krone) as the functional currency and are translated into U.S. dollars for purposes of recording the related activity. Net income (loss)~~, which includes CASA Nord's income and expense,~~ has been translated atusing the weighted 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~~losses of approximately ~~$0.2~~$2.8 million and ~~$1.6~~$1.1 million for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively. Foreign currency translation adjustments resulted in other comprehensive losses of approximately ~~$4.5~~$5.4 million and ~~$6.4~~$11.8 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively.

The financial position and results of operations of APCF are 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.

Derivative Instruments

The Company uses derivative financial instruments such as interest rate swaps to manage risks from fluctuations in interest rates. The Company records its derivatives at fair value and such amounts are reflected in Other Assets or Accounts Payable, Accrued Expenses and Other Liabilities on the Company’s Consolidated Balance Sheets. Any changes in the fair value of these derivatives are recorded as Unrealized Gain (Loss) from Interest Rate Derivatives on the Company's Consolidated Statements of Operations.

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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.

~~Table of Contents~~

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial ~~Reporting (“ASU 2020-04”).~~Reporting. The guidance provides optional expedients and exceptions for applying ~~generally accepted accounting principles~~GAAP 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 expedients and exceptions are effective for the period from March 12, 2020 to December 31, 2022. Management adopted the guidance and it did not have a material impact to the Company.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). The amendments in ASU 2022-06 extend the period of time preparers can utilize the reference rate reform relief guidance. ASU 2022-06 is effective for all entities upon issuance. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. Management adopted the guidance and it did not have a material impact to the Company.

Note 3. Investments in Real Estate

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


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Building and building improvements	Building and building improvements	$	1,538,020	$	1,522,540	Building and building improvements	$	1,542,436	$	1,522,540
Land and land improvements	Land and land improvements	316,926		312,989		Land and land improvements	315,439		312,989
Furniture, fixtures and equipment	Furniture, fixtures and equipment	14,201		13,285		Furniture, fixtures and equipment	14,850		13,285
Total	Total	1,869,147		1,848,814		Total	1,872,725		1,848,814
Accumulated depreciation	Accumulated depreciation	(117,843)		(88,330)		Accumulated depreciation	(132,554)		(88,330)
Investments in real estate, net	Investments in real estate, net	$	1,751,304	$	1,760,484	Investments in real estate, net	$	1,740,171	$	1,760,484

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, depreciation expense was ~~$14.9~~$14.7 million and ~~$29.5~~$44.2 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, depreciation expense was ~~$9.1~~$11.7 million and ~~$16.7~~$28.4 million, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company acquired one ~~property, which was a~~ self-storage property.

The following table provides details of the property acquired during the ~~six~~nine months ended ~~June~~September 30, 2023 ($ in thousands):

Sectors

Purchase Price (1)

Number of Transactions

Number of Properties

Sq. Ft. (in thousands)/Units

Self-Storage

13,759

716 Units

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

The following table summarizes the purchase price allocation for the property acquired during the ~~six~~nine months ended ~~June~~September 30, 2023 ($ in thousands):


	Amount
Building and building improvements	$	10,306
Land and land improvements	2,258
In-place lease intangibles	704
Furniture, fixtures and equipment	491
Total purchase price	$	13,759

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Note 4. Investments in Real Estate-Related Securities

As of ~~June~~September 30, 2023 and December 31, 2022, the Company’s investments in real estate-related securities consisted of shares of common stock of publicly-listed 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 ~~June~~September 30, 2023 ($ in thousands):


	Investments in Real Estate-Related Securities
Balance as of December 31, 2022	$	116,164
Additions	~~35,848~~65,431
Disposals	~~(26,292)~~(68,521)
Unrealized gains	~~6,434~~1,142
Realized losses	~~(3,597)~~(9,050)
Balance at ~~June~~September 30, 2023	$	~~128,557~~105,166

The following table summarizes the components of Realized and Unrealized Income (Loss) from Real Estate-Related Securities during the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 ($ in thousands):


		Three Months Ended June 30,			Six Months Ended June 30,							Three Months Ended September 30,	Nine Months Ended September 30,
			2023		2022		2023		2022				2023		2022		2023		2022
Unrealized gains (losses)			$	2,718	$	(21,338)	$	6,434	$	(28,356)
Unrealized (losses) gains											Unrealized (losses) gains		$	(5,292)	$	(11,213)	$	1,142	$	(39,569)
Realized (losses) gains	Realized (losses) gains		(1,700)		1,943		(3,597)		4,872		Realized (losses) gains		(5,453)		(641)		(9,050)		4,231
Dividend income	Dividend income		1,287		861		2,464		1,546		Dividend income		1,136		1,191		3,600		2,737
Total	Total		$	2,305	$	(18,534)	$	5,301	$	(21,938)	Total		$	(9,609)	$	(10,663)	$	(4,308)	$	(32,601)

Note 5. Investments in Real Estate Debt

The following tables detail the Company's Investments in Real Estate Debt ($ in thousands):


		June 30, 2023										September 30, 2023
Type of Security/Loan	Type of Security/Loan	Weighted Average Coupon		Weighted Average Maturity Date (1, 2)	Face Amount		Cost Basis		Fair Value		Type of Security/Loan	Weighted Average Coupon		Weighted Average Maturity Date (1, 2)	Face Amount		Cost Basis		Fair Value
CMBS - Fixed	CMBS - Fixed	3.78	%	3/10/2043	$	17,220	$	17,493	$	15,782	CMBS - Fixed	3.88	%	10/2/2043	$	19,266	$	17,780	$	15,392
CMBS - Floating	CMBS - Floating	7.59	%	6/16/2037	100,541		98,046		95,959		CMBS - Floating	7.66	%	3/23/2037	103,631		101,047		98,999
Total	Total	7.04	%	4/19/2038	$	117,761	$	115,539	$	111,741	Total	7.07	%	4/19/2038	$	122,897	$	118,827	$	114,391


	December 31, 2022
Type of Security/Loan	Weighted Average Coupon		Weighted Average Maturity Date (1, 2)	Face Amount		Cost Basis		Fair Value
CMBS - Fixed	3.83	%	9/25/2043	$	19,541	$	18,324	$	17,157
CMBS - Floating	6.48	%	4/28/2037	86,035		84,068		81,095
Total	5.99	%	7/05/2038	$	105,576	$	102,392	$	98,252

(1) Weighted by face amount.
(2) Stated legal maturity.

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The following table details the collateral type of the properties securing the Company's Investments in Real Estate Debt ($ in thousands):


		June 30, 2023						December 31, 2022							September 30, 2023						December 31, 2022
Collateral	Collateral	Cost Basis		Fair Value		Percentage based on Fair Value		Cost Basis		Fair Value		Percentage based on Fair Value		Collateral	Cost Basis		Fair Value		Percentage based on Fair Value		Cost Basis		Fair Value		Percentage based on Fair Value
Industrial	Industrial	$	43,759	$	43,296	38.8	%	$	31,069	$	29,979	30.5	%	Industrial	$	41,130	$	40,831	35.7	%	$	31,069	$	29,979	30.5	%
Multifamily	Multifamily	17,704		17,542		15.7	%	17,457		17,083		17.3	%	Multifamily	18,621		17,948		15.7	%	17,457		17,083		17.3	%
Office	Office	11,668		10,157		9.1	%	13,148		12,194		12.4	%	Office	10,391		8,653		7.6	%	13,148		12,194		12.4	%
Diversified	Diversified	10,002		9,083		8.1	%	10,833		10,179		10.4	%	Diversified	10,289		9,401		8.2	%	10,833		10,179		10.4	%
Retail														Retail	8,188		8,127		7.1	%	4,245		4,106		4.2	%
Hotel														Hotel	7,996		7,852		6.9	%	4,798		4,637		4.7	%
Cold Storage	Cold Storage	6,844		6,818		6.1	%	9,799		9,664		9.8	%	Cold Storage	6,844		6,883		6.0	%	9,799		9,664		9.8	%
Retail		6,188		6,091		5.5	%	4,245		4,106		4.2	%
Manufactured Housing	Manufactured Housing	5,261		5,356		4.8	%	3,149		3,148		3.2	%	Manufactured Housing	4,625		4,726		4.1	%	3,149		3,148		3.2	%
Hotel		4,798		4,682		4.2	%	4,798		4,637		4.7	%
Net Lease														Net Lease	3,861		3,390		3.0	%	3,907		3,493		3.6	%
Self-Storage	Self-Storage	3,646		3,510		3.1	%	2,494		2,330		2.4	%	Self-Storage	3,647		3,551		3.1	%	2,494		2,330		2.4	%
Net Lease		3,907		3,479		3.1	%	3,907		3,493		3.6	%
Life Science	Life Science	1,762		1,727		1.5	%	1,493		1,439		1.5	%	Life Science	3,235		3,029		2.6	%	1,493		1,439		1.5	%
Total	Total	$	115,539	$	111,741	100.0	%	$	102,392	$	98,252	100.0	%	Total	$	118,827	$	114,391	100.0	%	$	102,392	$	98,252	100.0	%

The following table details the credit rating of the Company's Investments in Real Estate Debt ($ in thousands):


		June 30, 2023						December 31, 2022							September 30, 2023						December 31, 2022
Credit Rating (1)	Credit Rating (1)	Cost Basis		Fair Value		Percentage based on Fair Value		Cost Basis		Fair Value		Percentage based on Fair Value		Credit Rating (1)	Cost Basis		Fair Value		Percentage based on Fair Value		Cost Basis		Fair Value		Percentage based on Fair Value
AAA	AAA	$	5,374	$	5,188	4.7	%	$	3,528	$	3,347	3.4	%	AAA	$	8,094	$	7,949	6.9	%	$	3,528	$	3,347	3.4	%
AA	AA	7,655		7,638		6.8	%	9,903		9,861		10.0	%	AA	8,640		8,653		7.6	%	9,903		9,861		10.0	%
A	A	25,026		24,128		21.6	%	25,406		24,364		24.8	%	A	26,532		25,602		22.4	%	25,406		24,364		24.8	%
BBB	BBB	73,873		71,675		64.1	%	60,856		58,254		59.3	%	BBB	70,936		68,499		59.8	%	60,856		58,254		59.3	%
BB	BB	3,075		2,800		2.5	%	2,164		2,021		2.1	%	BB	4,090		3,381		3.0	%	2,164		2,021		2.1	%
B	B	536		312		0.3	%	535		405		0.4	%	B	535		307		0.3	%	535		405		0.4	%
Total	Total	$	115,539	$	111,741	100.0	%	$	102,392	$	98,252	100.0	%	Total	$	118,827	$	114,391	100.0	%	$	102,392	$	98,252	100.0	%

(1) Composite rating at the time of purchase.

The following table summarizes the Investments in Real Estate Debt as of ~~June~~September 30, 2023 ($ in thousands):


	Investments in Real Estate Debt
Balance as of December 31, 2022	$	98,252
Additions	~~25,772~~33,823
Disposals	~~(12,626)~~(17,319)
Unrealized ~~gains~~losses	~~400~~ (296)
Realized losses	~~(57)~~(69)
Balance at ~~June~~September 30, 2023	$	~~111,741~~114,391

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Note 6. Investment in International Affiliated Funds

Investment in ECF:

The Company ~~committed to invest~~invested approximately $79 million (€70 million) ~~into ECF~~ and ~~as of June 30, 2023, has fully satisfied its commitment. The Company~~ has a 6% ownership in ECF as of ~~June~~September 30, 2023.

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As described in Note 2, the Company records its investment in ECF using the equity method on its Consolidated Balance Sheets. While 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 in Unconsolidated International Affiliated Funds from ECF as of ~~June~~September 30, 2023 ($ in thousands):


	Investment in ECF
Balance as of December 31, 2022	$	78,353

Income distributions	~~(2,036)~~(2,510)
Loss from equity investment in unconsolidated international affiliated fund	~~(6,291)~~(7,915)
Foreign currency translation adjustment	~~1,199~~ (1,187)
Balance at ~~June~~September 30, 2023	$	~~71,225~~66,741

Loss from equity investments in unconsolidated international affiliated funds from ECF for the three and ~~six~~nine months ended ~~June~~September 30, 2023 was ~~$2.0~~$1.6 million and ~~$6.3~~$7.9 million, respectively. Income from equity investments in unconsolidated international affiliated funds from ECF for the three and ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$2.9~~$2.3 million and ~~$3.8~~$6.1 million, respectively.

Investment in APCF:

APCF was launched in November 2018 as an open-end, ~~U.S.-dollar denominated~~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.

The Company ~~committed to invest~~invested $50 million ~~into~~and has a 6% ownership in APCF ~~and~~ as of ~~June~~September 30, ~~2023, has fully funded its commitment.~~2023. As described in Note 2, the Company records its investment in APCF using the equity method on its Consolidated Balance Sheets. ~~The Company has a 5% ownership in APCF as of June 30, 2023.~~

The following table summarizes the Equity Investment in Unconsolidated International Affiliated Funds from APCF as of ~~June~~September 30, 2023 ($ in thousands):


	Investment in APCF
Balance as of December 31, 2022	$	48,871

Income distributions	~~(615)~~(884)
Income from equity investment in unconsolidated international affiliated fund	~~3,137~~1,891

Balance at ~~June~~September 30, 2023	$	~~51,393~~49,878

(Loss) income from equity investments in unconsolidated international affiliated funds from APCF for the three and ~~six~~nine months ended ~~June~~September 30, 2023 was ($~~0.8)~~1.2) million and ~~$3.1~~$1.9 million, respectively. ~~Income~~Loss from equity investments in unconsolidated international affiliated funds from APCF for the three and ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$1.3~~$1.9 million and ~~$1.2~~$0.7 million, respectively.

~~Table of Contents~~

Note 7. Investments in Commercial Mortgage Loans

The following table summarizes the Investments in Commercial Mortgage Loans as of ~~June~~September 30, 2023 ($ in thousands):

Investment Name

Origination Date

Loan Type

Property Type

Location

Interest Rate

Maturity Date

Periodic Payment Terms

Commitment Amount

Principal Receivable

Fair Value

Investment Name

Origination Date

Loan Type

Property Type

Location

Interest Rate

Maturity Date

Periodic Payment Terms

Commitment Amount

Principal Receivable

Fair Value

9-90 Corporate Center(1)

11/9/2021

Senior

Office

Framingham, MA

LIBOR + 175 bps

11/9/2024

Interest only

$72,033

$63,577

$62,135

9-90 Corporate Center(1)

11/9/2021

Senior

Office

Framingham, MA

SOFR + 175 bps

11/9/2024

Interest only

$72,033

$64,095

$62,730

9-90 Corporate Center

11/9/2021

Mezzanine

Office

Framingham, MA

LIBOR + 575 bps

11/9/2024

Interest only

$23,344

$21,192

$20,452

9-90 Corporate Center

11/9/2021

Mezzanine

Office

Framingham, MA

SOFR + 575 bps

11/9/2024

Interest only

$23,344

$21,365

$20,714

Panorama House(1)

11/16/2021

Senior

Multifamily

Roseville, CA

SOFR + 165 bps

12/9/2025

Interest only

$66,488

$65,940

Panorama House(1)

11/16/2021

Senior

Multifamily

Roseville, CA

SOFR + 165 bps

12/9/2025

Interest only

$66,488

$65,990

Panorama House

11/16/2021

Mezzanine

Multifamily

Roseville, CA

SOFR + 597 bps

12/9/2025

Interest only

$22,163

$21,220

Panorama House

11/16/2021

Mezzanine

Multifamily

Roseville, CA

SOFR + 597 bps

12/9/2025

Interest only

$22,163

$21,300

Tucson IV

3/28/2022

Senior

Multifamily

Tuscon, AZ

SOFR + 295 bps

4/9/2025

Interest only

$76,260

$72,464

$72,747

Tucson IV

3/28/2022

Senior

Multifamily

Tucson, AZ

SOFR + 295 bps

4/9/2025

Interest only

$76,260

$72,803

$73,050

Tucson IV

3/28/2022

Mezzanine

Multifamily

Tuscon, AZ

SOFR + 295 bps

4/9/2025

Interest only

$25,420

$24,155

$22,362

Tucson IV

3/28/2022

Mezzanine

Multifamily

Tucson, AZ

SOFR + 295 bps

4/9/2025

Interest only

$25,420

$24,268

$22,680

Dolce Living Royal Palm(1)

7/8/2022

Senior

Multifamily

Kissimmee, FL

SOFR + 185 bps

7/9/2024

Interest only

$51,432

$51,280

Dolce Living Royal Palm(1)

7/8/2022

Senior

Multifamily

Kissimmee, FL

SOFR + 185 bps

7/9/2024

Interest only

$51,432

$51,360

Dolce Living Royal Palm

7/8/2022

Mezzanine

Multifamily

Kissimmee, FL

SOFR + 525 bps

7/9/2024

Interest only

$17,144

$16,910

Dolce Living Royal Palm

7/8/2022

Mezzanine

Multifamily

Kissimmee, FL

SOFR + 525 bps

7/9/2024

Interest only

$17,144

$16,960

Luxe Scottsdale(1)

7/19/2022

Mezzanine

Multifamily

Scottsdale, AZ

SOFR + 570 bps

8/9/2025

Interest only

$17,043

$17,109

$16,698

Luxe Scottsdale(1)

7/19/2022

Mezzanine

Multifamily

Scottsdale, AZ

SOFR + 570 bps

8/9/2025

Interest only

$17,043

$17,109

$16,740

Total

$349,744

Total

$351,524

(1) During the year ended December 31, 2022, the Company sold four senior loans to unaffiliated parties, receiving total proceeds of $208.5 million, which are net of disposition fees and additional fundings. The senior loan sales, with the exception of Luxe Scottsdale, did not qualify for sale accounting under US GAAP and as such, the loans were not de-recognized.

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For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company had unrealized ~~losses~~gains (losses) on its commercial mortgage loans of $0.4 million and $(1.3) million, respectively. For the three and nine months ended September 30, 2022, the Company had unrealized gains (losses) on its commercial mortgage loans of $0.7 million and ~~$1.7~~$(1.6) million, respectively. ~~For the three and six months ended June 30, 2022, the Company had unrealized losses on commercial mortgage loans of $2.2 million for each period.~~

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company recognized interest income ~~and loan origination fee income~~ from its ~~investment~~investments in commercial mortgage loans of ~~$7.1~~$7.5 million and ~~$13.5~~$21.0 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company recognized interest income and loan origination fee income from its ~~investment~~investments in commercial mortgage loans of ~~$1.9~~$5.6 million and ~~$3.9~~$9.5 million, respectively.

The following table summarizes the Company’s ~~investment~~investments in commercial mortgage loans as of ~~June~~September 30, 2023 ($ in thousands):


	~~Investment~~Investments in Commercial Mortgage Loans
Balance as of December 31, 2022	$	343,970
Additional fundings (1)	~~8,298~~9,440
Net unrealized loss (2)	~~(2,524)~~(1,886)
Balance as of ~~June~~September 30, 2023	$	~~349,744~~351,524

(1) Includes additional fundings on commercial mortgage loans of ~~$3.9~~$4.5 million combined with additional fundings of ~~$4.4~~$4.9 million associated with loan participations.

(2) Unrealized Loss on Commercial Mortgage Loans of ~~$1.7~~$1.3 million reported on the Company's Consolidated Statements of Operations for the ~~six~~nine months ended ~~June~~September 30, 2023 includes unrealized losses of ~~$2.5~~$1.9 million associated with commercial mortgage loans, net of unrealized gains of ~~$0.8~~$0.6 million associated with loan participations.

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Note 8. Intangibles

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


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Intangible assets:	Intangible assets:					Intangible assets:
In-place lease intangibles	In-place lease intangibles	$	96,038	$	95,325	In-place lease intangibles	$	96,026	$	95,325
Above-market lease intangibles	Above-market lease intangibles	13,030		13,030		Above-market lease intangibles	13,030		13,030
Leasing commissions	Leasing commissions	42,472		41,757		Leasing commissions	43,546		41,757
Other intangibles	Other intangibles	18,844		18,881		Other intangibles	18,300		18,881
Total intangible assets	Total intangible assets	170,384		168,993		Total intangible assets	170,902		168,993
Accumulated amortization:	Accumulated amortization:					Accumulated amortization:
In-place lease intangibles	In-place lease intangibles	(41,997)		(33,200)		In-place lease intangibles	(46,027)		(33,200)
Above-market lease intangibles	Above-market lease intangibles	(1,904)		(943)		Above-market lease intangibles	(2,378)		(943)
Leasing commissions	Leasing commissions	(12,066)		(9,034)		Leasing commissions	(13,554)		(9,034)
Other intangibles	Other intangibles	(4,245)		(2,825)		Other intangibles	(5,181)		(2,825)
Total accumulated amortization	Total accumulated amortization	(60,212)		(46,002)		Total accumulated amortization	(67,140)		(46,002)
Intangible assets, net	Intangible assets, net	$	110,172	$	122,991	Intangible assets, net	$	103,762	$	122,991
Intangible liabilities:	Intangible liabilities:					Intangible liabilities:
Below-market lease intangibles	Below-market lease intangibles	$	(47,785)	$	(47,785)	Below-market lease intangibles	$	(47,785)	$	(47,785)
Accumulated amortization	Accumulated amortization	10,570		7,553		Accumulated amortization	12,075		7,553
Intangible liabilities, net	Intangible liabilities, net	$	(37,215)	$	(40,232)	Intangible liabilities, net	$	(35,710)	$	(40,232)

Amortization expense relating to intangible assets was $~~7.1~~6.9 million and $~~14.2~~21.1 million, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2023, which includes ~~above market~~above-market lease amortization of $0.5 million and $~~1.0~~1.4 million, respectively, that is recorded to Rental Revenue on the Consolidated ~~Statement~~Statements of Operations. Amortization expense relating to intangible assets was ~~$5.0~~$6.0 million and $~~9.7~~15.7 million, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2022, which includes ~~above market~~above-market lease amortization of $~~29 thousand~~0.3 million for each period, that is recorded to Rental Revenue on the Consolidated Statement of Operations.

Income from the amortization of ~~intangible liabilities~~below-market lease intangibles was $1.5 million and ~~$3.0~~$4.5 million, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2023. Income from the amortization of intangible liabilities was ~~$0.9~~$1.1 million and ~~$1.7~~$2.8 million, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2022.

Table of Contents

The estimated future amortization on the Company’s intangibles for each of the next five years and thereafter as of ~~June~~September 30, 2023 is as follows ($ in thousands):


		In-Place Lease Intangibles		Above-Market Lease Intangibles		Leasing Commissions		Other Intangibles		Below-Market Lease Intangibles			In-Place Lease Intangibles		Above-Market Lease Intangibles		Leasing Commissions		Other Intangibles		Below-Market Lease Intangibles
2023 (Remaining)	2023 (Remaining)	$	7,710	$	850	$	2,853	$	1,873	$	(3,065)	2023 (Remaining)	$	3,814	$	469	$	1,487	$	720	$	(1,505)
2024	2024	10,771		1,852		5,383		2,883		(5,470)		2024	10,772		1,849		5,610		2,661		(5,472)
2025	2025	8,683		1,786		4,814		2,565		(5,018)		2025	8,687		1,784		5,043		2,343		(5,019)
2026	2026	6,435		1,727		4,010		2,080		(4,526)		2026	6,437		1,727		4,230		1,861		(4,528)
2027	2027	5,070		1,687		3,323		1,695		(3,921)		2027	5,070		1,687		3,535		1,474		(3,922)
Thereafter	Thereafter	15,372		3,224		10,023		3,503		(15,215)		Thereafter	15,219		3,136		10,087		4,060		(15,264)
Total	Total	$	54,041	$	11,126	$	30,406	$	14,599	$	(37,215)	Total	$	49,999	$	10,652	$	29,992	$	13,119	$	(35,710)

As of ~~June~~September 30, 2023, 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 3, 6, 7, 9 and 12 years, respectively.

~~Table of Contents~~

Note 9. Credit Facility

On October 24, 2018, the Company entered into a credit agreement (“Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and lead arranger. The Credit Agreement 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 September 30, 2021, Wells Fargo Bank, N.A., the Company and Nuveen OP amended the Credit Agreement to increase the Credit Facility to $335.0 million in aggregate commitments, ~~comprised~~consisting 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.

On February 17, 2023, the Company amended its Credit Agreement to increase the Credit Facility to $455.0 million in aggregate commitments, ~~comprised~~consisting of a $321.0 million Credit Facility and a DDTL Facility of $134.0 million, with an accordion feature that may increase aggregate commitments up to $800.0 million. The Credit Facility converted to SOFR effective May 1, 2023, at SOFR plus 0.10% ("Adjusted Term SOFR"), plus applicable margin under the existing margin, with all other terms remaining the same.

Subsequent to the SOFR conversion, loans outstanding under the Credit Facility bear interest, at Nuveen OP’s option, at either an adjusted base rate or an adjusted SOFR 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 Term SOFR 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 SOFR 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 SOFR 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. The DDTL Facility is fully disbursed as of ~~June~~September 30, 2023.

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


						Principal Balance Outstanding									Principal Balance Outstanding
Indebtedness	Indebtedness	Interest Rate	Maturity Date	Maximum Facility Size		June 30, 2023		December 31, 2022		Indebtedness	Interest Rate	Maturity Date	Maximum Facility Size		September 30, 2023		December 31, 2022
Revolving facility	Revolving facility	S+applicable margin(1)	September 30, 2024	$	321,000	101,500		$	90,000	Revolving facility	S+applicable margin(1)	September 30, 2024	$	321,000	$	112,000	$	90,000
DDTL facility	DDTL facility	S+applicable margin(2)	September 30, 2026	134,000		134,000		100,000		DDTL facility	S+applicable margin(2)	September 30, 2026	134,000		134,000		100,000
Credit facility	Credit facility			$	455,000	$	235,500	$	190,000	Credit facility			$	455,000	$	246,000	$	190,000

(1) The weighted-average interest rates for the three and ~~six~~nine months ended ~~June~~September 30, 2023 for the Revolving facility were ~~6.63%~~6.79% and ~~6.26%~~6.47%, respectively.

(2) The weighted-average interest rates for the three and ~~six~~nine months ended ~~June~~September 30, 2023 for the DDTL facility were ~~6.39%~~6.82% and ~~6.11%~~6.36%, respectively.

Table of Contents

As of ~~June~~September 30, 2023, the Company had ~~$235.5~~$246.0 million in borrowings and had outstanding accrued interest of $1.2 million under the Credit Facility. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred ~~$3.5~~$4.2 million and ~~$6.2~~$10.4 million, respectively, in interest expense under the Credit Facility. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred ~~$1.4~~$1.8 million and ~~$2.2~~$4.0 million, respectively, in interest expense under the Credit Facility.

As of ~~June~~September 30, 2023, the Company was in compliance with all loan covenants with respect to the Credit Agreement.

~~Table of Contents~~

The following table presents future principal payments due under the Credit Facility as of ~~June~~September 30, 2023 ($ in thousands):


Year	Year	Credit Facility		Year	Credit Facility

2023 (Remaining)	2023 (Remaining)	$	—	2023 (Remaining)	$	—
2024	2024	101,500		2024	112,000
2025	2025	—		2025	—
2026	2026	134,000		2026	134,000
2027	2027	—		2027	—
Thereafter	Thereafter	—		Thereafter	—
Total	Total	$	235,500	Total	$	246,000

Note 10. Mortgages Payable

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


					Principal Balance Outstanding								Principal Balance Outstanding
Indebtedness	Indebtedness	Lender	Interest Rate	Maturity Date	June 30, 2023		December 31, 2022		Indebtedness	Lender	Interest Rate	Maturity Date	September 30, 2023		December 31, 2022
Fixed rate mortgages payable:	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	Main Street at Kingwood	Nationwide Life Insurance Company	3.15%	12/01/26	$	48,000	$	48,000
Tacara Steiner Ranch	Tacara Steiner Ranch	Brighthouse Life Insurance	2.62%	06/01/28	28,750		28,750		Tacara Steiner Ranch	Brighthouse Life Insurance	2.62%	06/01/28	28,750		28,750
Signature at Hartwell	Signature at Hartwell	Allstate/American Heritage	3.01%	12/01/28	29,500		29,500		Signature at Hartwell	Allstate/American Heritage	3.01%	12/01/28	29,500		29,500
GFI Grocery Anchored Portfolio	GFI Grocery Anchored Portfolio	Nationwide/Amerant/Synovus	2.98% - 3.40%	Various	69,509		69,634		GFI Grocery Anchored Portfolio	Nationwide/Amerant/Synovus	2.98% - 3.40%	Various	69,394		69,634
Total fixed rate mortgages payable	Total fixed rate mortgages payable				175,759		175,884		Total fixed rate mortgages payable				175,644		175,884
Variable rate mortgage payable:	Variable rate mortgage payable:								Variable rate mortgage payable:
CASA Nord Portfolio	CASA Nord Portfolio	Nyrkredit Realkredit	C + 0.70%(1) (2)	12/31/32	20,870		20,173		CASA Nord Portfolio	Nyrkredit Realkredit	C + 0.70%(1) (2)	12/31/32	20,210		20,173
Total mortgages payable	Total mortgages payable				196,629		196,057		Total mortgages payable				195,854		196,057
Deferred financing costs, net	Deferred financing costs, net				(811)		(865)		Deferred financing costs, net				(776)		(865)
Discount on assumed mortgage notes	Discount on assumed mortgage notes				(6,679)		(7,284)		Discount on assumed mortgage notes				(6,386)		(7,284)
Mortgages payable, net	Mortgages payable, net				$	189,139	$	187,908	Mortgages payable, net				$	188,692	$	187,908

(1) The term "C" refers to the relevant floating benchmark rates, which is the three-month Copenhagen Interbank Offered Rate ("CIBOR") for the CASA Nord variable rate mortgage payable.

(2) CASA Nord entered into an interest rate swap on January 3, 2023, which fixed the rate at 3.18%.

As of ~~June~~September 30, 2023, the Company had outstanding accrued interest of $0.5 million on mortgages payable. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred ~~$1.6~~$1.5 million and ~~$3.1~~$4.6 million, respectively, in interest expense on mortgages payable. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred $0.8 million and ~~$1.6~~$2.4 million, respectively, in interest expense on mortgages payable.

The following table presents the future principal payments due under the mortgages payable as of ~~June~~September 30, 2023 ($ in thousands):


Year	Year	Mortgages Payable		Year	Mortgages Payable

2023 (Remaining)	2023 (Remaining)	$	203	2023 (Remaining)	$	89
2024	2024	542		2024	542
2025	2025	1,486		2025	1,486
2026	2026	54,639		2026	54,639
2027	2027	15,641		2027	15,641
Thereafter	Thereafter	124,118		Thereafter	123,457
Total	Total	$	196,629	Total	$	195,854

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Note 11. Note Payable

The Company finances the acquisition of certain commercial mortgage loans through the use of "note-on-note" transactions. The notes bear interest based on competitive market rates determined at the time of issuance. The notes involve leverage risk and also the risk that the market value of the collateral will decline below the amount of the funding advanced. As of ~~June~~September 30, 2023, the Company had one note outstanding with Capital One which matures on April 9, 2025. As of ~~June~~September 30, 2023, the total principal amount of the note was $69.3 million and the Company had ~~$0.2~~$0.3 million in accrued interest outstanding. Interest expense incurred for the three and ~~six~~nine months ended ~~June~~September 30, 2023 was ~~$1.2~~$1.3 million and ~~$2.2~~$3.5 million, respectively, based on a rate of SOFR plus 1.65%. Interest expense incurred for the three and ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$0.1~~$0.7 million ~~for both periods,~~and $0.8 million, respectively, based on a rate of SOFR plus 1.65%.

The following table summarizes the Company's note payable balance as of ~~June~~September 30, 2023 ($ in thousands):


	Note Payable
Balance as of December 31, 2022	$	69,030
Net unrealized loss	~~110~~130
Balance as of ~~June~~September 30, 2023	$	~~69,140~~69,160

The following table presents the future principal payments due under the Note Payable as of ~~June~~September 30, 2023 ($ in thousands):


Year	Note Payable(1)
2023 (Remaining)	$	—
2024	—
2025	69,263
2026	—
2027	—
Thereafter	—
Total	$	69,263

(1) The weighted-average interest rate on the note payable for the three and ~~six~~nine months ended ~~June~~September 30, 2023 was ~~6.69%~~7.07% and ~~6.44%~~6.65%, respectively.

Note 12. Other Assets and Other Liabilities

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


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Receivables						Receivables	$	17,720	$	7,788
Straight-line rent receivable	Straight-line rent receivable	$	11,875	$	9,442	Straight-line rent receivable	12,763		9,442
Receivables		5,523		7,788
Prepaid expenses						Prepaid expenses	3,592		2,057
Right-of-use asset - finance leases	Right-of-use asset - finance leases	2,480		2,531		Right-of-use asset - finance leases	2,466		2,531
Right-of-use asset - operating lease	Right-of-use asset - operating lease	2,086		2,123		Right-of-use asset - operating lease	2,076		2,123
Prepaid expenses		3,933		2,057
Deferred financing costs on credit facility, net	Deferred financing costs on credit facility, net	1,490		1,140		Deferred financing costs on credit facility, net	1,201		1,140
Other	Other	445		1,274		Other	662		1,274
Total	Total	$	27,832	$	26,355	Total	$	40,480	$	26,355

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


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Accounts payable and accrued expenses						Accounts payable and accrued expenses	$	27,671	$	29,343
Common stock repurchases	Common stock repurchases	$	29,210	$	12,637	Common stock repurchases	21,494		12,637
Accounts payable and accrued expenses		16,687		29,343
Real estate taxes payable						Real estate taxes payable	13,902		6,794
Tenant security deposits	Tenant security deposits	7,356		6,531		Tenant security deposits	7,429		6,531
Real estate taxes payable		9,071		6,794
Accrued interest expense		1,906		3,794
Deferred tax liability						Deferred tax liability	2,725		2,273
Lease liability - finance leases	Lease liability - finance leases	2,526		2,531		Lease liability - finance leases	2,524		2,531
Lease liability - operating lease	Lease liability - operating lease	2,147		2,123		Lease liability - operating lease	2,153		2,123
Accrued interest expense						Accrued interest expense	1,994		3,794
Prepaid rental income	Prepaid rental income	3,148		2,332		Prepaid rental income	1,936		2,332
Deferred tax liability		2,409		2,273
Other	Other	7,977		6,213		Other	8,429		6,213
Total	Total	$	82,437	$	74,571	Total	$	90,257	$	74,571

Note 13. Related Party Transactions

~~Management~~Advisory Fees

Pursuant to the advisory agreement ~~between~~among 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.

The Advisor receives fees, payable monthly in arrears, in connection with the management 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 ~~June~~September 30, 2023 and December 31, 2022, the Company had accrued advisory fees of $2.0 million and $2.3 million, ~~at each period end~~respectively, which has been included in Accounts Payable, Accrued Expenses and Other Liabilities on the Company’s Consolidated Balance Sheets. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred advisory fee expenses of ~~$6.1~~$6.2 million and ~~$12.4~~$18.6 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred advisory fee expenses of ~~$5.0~~$5.9 million and ~~$8.6~~$14.5 million, respectively.

Fees Due to Affiliated Service Providers

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.

The Company has 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. As part of this engagement, the Company may pay acquisition fees to NexCore for sourcing deals and the Company may also enter into joint ventures with NexCore, and pursuant to the terms of the joint venture agreements, if certain internal rate of return hurdles are met, Nexcore will participate in the profits based on a set criteria once each member has received distributions in excess of hurdle rates or at the crystallization event. NexCore has the ability to exercise the crystallization event at any time following the fifth anniversary from the effective date of the agreement. As of ~~June~~September 30, 2023, the Company has entered into eight joint venture agreements with NexCore.

The Company entered into 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 ininto the agreement, the Company committed $150.0 million to acquire single family rentals identified by Sparrow.

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The Company entered into an agreement with Frigatebird CP Holdings LLC ("MyPlace"), an affiliate of TIAA, to assist the Company in acquiring and managing self-storage properties in the United States. MyPlace is a vertically integrated company with acquisition, asset, property and construction management capabilities. As part of the joint venture arrangement with MyPlace, if certain internal rate of return hurdles are met, MyPlace will participate in the profits based on a set criteria once each member has received distributions in excess of hurdle rates or at the crystallization event. MyPlace has the ability to exercise the crystallization event between the fifth and seventh anniversaries from the effective date of the agreement. As of ~~June~~September 30, 2023, the Company has entered into ~~one~~a pooled joint venture agreement with ~~MyPlace.~~MyPlace which includes five self-storage properties.

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 in connection with certain of the Company's real estate investments. 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 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.

The following table is a summary of the Company’s affiliated service providers and the fees incurred by the Company to those service providers for the three months ended ~~June~~September 30, 2023 ($ in thousands):


Service provided	Service provided	NexCore		Sparrow		MyPlace		Nuveen RE PMS		Service provided	NexCore		Sparrow		MyPlace		Nuveen RE PMS
Property and project management services	Property and project management services	$	132	$	191	$	—	$	62	Property and project management services	$	120	$	191	$	—	$	19
Acquisition and asset management services	Acquisition and asset management services	—		164		22		—		Acquisition and asset management services	—		133		17		—
Accounting and leasing services	Accounting and leasing services	172		—		—		—		Accounting and leasing services	207		—		—		—
Total	Total	$	304	$	355	$	22	$	62	Total	$	327	$	324	$	17	$	19


Service provided	Service provided	NexCore		Sparrow		Service provided	NexCore		Sparrow
Property and project management services	Property and project management services	$	82	$	110	Property and project management services	$	107	$	138
Acquisition and asset management services	Acquisition and asset management services	—		74		Acquisition and asset management services	67		149
Accounting and leasing services	Accounting and leasing services	14		—		Accounting and leasing services	25		—
Total	Total	$	96	$	184	Total	$	199	$	287

The following table is a summary of the Company’s affiliated service providers and the fees incurred by the Company to those service providers for the ~~six~~nine months ended ~~June~~September 30, 2023 ($ in thousands):


Service provided	Service provided	NexCore		Sparrow		MyPlace		Nuveen RE PMS		Service provided	NexCore		Sparrow		MyPlace		Nuveen RE PMS
Property and project management services	Property and project management services	$	243	$	366	$	—	$	62	Property and project management services	$	363	$	557	$	—	$	81
Acquisition and asset management services	Acquisition and asset management services	—		328		91		—		Acquisition and asset management services	—		461		108		—
Accounting and leasing services	Accounting and leasing services	447		—		—		—		Accounting and leasing services	654		—		—		—
Total	Total	$	690	$	694	$	91	$	62	Total	$	1,017	$	1,018	$	108	$	81


Service provided	Service provided	NexCore		Sparrow		Service provided	NexCore		Sparrow
Property and project management services	Property and project management services	$	160	$	156	Property and project management services	$	265	$	293
Acquisition and asset management services	Acquisition and asset management services	—		183		Acquisition and asset management services	67		333
Accounting and leasing services	Accounting and leasing services	41		—		Accounting and leasing services	66		—
Total	Total	$	201	$	339	Total	$	398	$	626

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Fees Due to Dealer Manager

Nuveen Securities, LLC (the "Dealer Manager") ~~serves~~served as the dealer manager for the Initial Public Offering and serves as the dealer manager for the 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 Offerings ~~shall~~will survive until such shares are no longer outstanding or are converted into Class I shares. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred stockholder servicing fees of ~~$1.8~~$1.7 million and ~~$3.5~~$5.2 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred stockholder servicing fees of ~~$1.4~~$1.7 million and ~~$2.5~~$4.2 million, respectively. As of ~~June~~September 30, 2023, the Company accrued approximately ~~$46.7~~$46.1 million of stockholder servicing fees with respect to the outstanding Class T, Class S and Class D common shares, which includes $0.6 million for the current month.

The following table presents the upfront selling commissions and dealer manager fees for each class of shares sold in the Offerings, and the stockholder servicing fees 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%	up to 1.5%	—
Maximum Upfront Dealer Manager Fees (% of Transaction Price)	up to 0.5%	—	—	—
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.

Due to Affiliates

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


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Accrued stockholder servicing fees(1)	Accrued stockholder servicing fees(1)	$	46,651	$	47,086	Accrued stockholder servicing fees(1)	$	46,147	$	47,086
Advanced organization and offering expenses	Advanced organization and offering expenses	3,082		3,551		Advanced organization and offering expenses	2,847		3,551
Total	Total	$	49,733	$	50,637	Total	$	48,994	$	50,637

(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 8.75% of gross proceeds at the time such shares are sold. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the 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 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, assuming the maximum up-front selling commissions and dealer manager fees are paid.

See "Note 18. 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.~~subsidiary and redeemable non-controlling interests related to affiliated partners crystallization rights, which allow the partners to trigger the payment on the promote.

See "Note 6. Investment in International Affiliated Funds" for additional information related to the Company's investment in International Affiliated Funds.

Note 14. 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 15. Risks and Contingencies

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.

Table of Contents

As of ~~June~~September 30, 2023, the Company had no significant geographic concentrations of risk. Additionally, the Company had no significant concentrations of tenants, as no single tenant had annual contract rent that made up more than 7% of the rental income of the Company. There are no significant lease expirations scheduled to occur over the next twelve months.

~~Table of Contents~~

In the normal course of business, 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 16. 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 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 ~~six~~nine months ended ~~June~~September 30, 2023 was ~~$43.6~~$43.4 million and ~~$86.0~~$129.4 million, respectively. Rental income for the three and ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$24.5~~$31.4 million and ~~$46.2~~$77.6 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, self-storage and ~~single family~~single-family rentals as of ~~June~~September 30, 2023 are as follows ($ in thousands):


Year	Year	June 30, 2023		Year	September 30, 2023
2023 (Remaining)	2023 (Remaining)	$	44,982	2023 (Remaining)	$	22,596
2024	2024	83,447		2024	84,712
2025	2025	75,547		2025	77,845
2026	2026	63,986		2026	66,633
2027	2027	52,998		2027	55,446
Thereafter	Thereafter	150,047		Thereafter	160,046
Total	Total	$	471,007	Total	$	467,278

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.

Lessee

Certain of the Company’s investments in real estate are subject to ground leases for which the Company is a lessee. The Company’s ground leases are classified as either operating leases or finance leases based on the characteristics of each lease. As of ~~June~~September 30, 2023, the Company had one ground lease classified as operating and two ground leases classified as finance. The right-of-use assets and lease liabilities related to ground leases are reflected within Other Assets and Accounts Payable, Accrued Expenses and Other Liabilities on the Company’s Consolidated Balance Sheets, respectively.

Each of the Company’s ground leases were acquired as part of the acquisition of real estate, and no incremental costs were incurred for such ground leases. The leases do not contain material residual value guarantees or material restrictive covenants. The Company’s ground leases are non-cancelable and certain leases contain renewal options.

The balances of the right-of-use assets and lease liabilities related to the Company's ground leases as of ~~June~~September 30, 2023 are as follows ($ in thousands):


Assets:	Assets:	June 30, 2023		December 31, 2022		Assets:	September 30, 2023		December 31, 2022
Right-of-use asset - finance leases	Right-of-use asset - finance leases	$	2,480	$	2,531	Right-of-use asset - finance leases	$	2,466	$	2,531
Right-of-use asset - operating lease	Right-of-use asset - operating lease	2,086		2,123		Right-of-use asset - operating lease	2,076		2,123
Liabilities:	Liabilities:					Liabilities:
Lease liability - finance leases	Lease liability - finance leases	2,526		2,531		Lease liability - finance leases	2,524		2,531
Lease liability - operating lease	Lease liability - operating lease	2,147		2,123		Lease liability - operating lease	2,153		2,123

The Company utilized its incremental borrowing rate at the time of entering such leases, which was 8.43%, to determine its lease liabilities. As of ~~June~~September 30, 2023, the weighted average remaining lease ~~term~~terms of the Company’s operating lease and finance leases was 3837 years and 44 years, respectively.

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Aggregate future minimum annual payments for ground leases held by the Company are as follows ($ in thousands):


		Operating Lease		Finance Leases			Operating Lease		Finance Leases
2023 (Remaining)	2023 (Remaining)	$	77	$	109	2023 (Remaining)	$	38	$	55
2024	2024	154		219		2024	154		219
2025	2025	157		219		2025	157		219
2026	2026	165		219		2026	165		219
2027	2027	169		219		2027	169		219
Thereafter	Thereafter	7,698		8,808		Thereafter	7,698		8,808
Total undiscounted future lease payments	Total undiscounted future lease payments	8,420		9,793		Total undiscounted future lease payments	8,381		9,739
Difference between undiscounted cash flows and discounted cash flows	Difference between undiscounted cash flows and discounted cash flows	(6,273)		(7,267)		Difference between undiscounted cash flows and discounted cash flows	(6,228)		(7,215)
Total lease liability	Total lease liability	$	2,147	$	2,526	Total lease liability	$	2,153	$	2,524

Payments under the Company's operating ground leases contain fixed payment components that may include periodic increases based on an index of periodic fixed percentage escalations. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred operating lease costs of $0.1 million and ~~$0.2~~$0.3 million, respectively. The Company did not have any operating ground leases for the three and ~~six~~nine months ended ~~June~~September 30, 2022.

The following table details the components of the Company's finance leases ($ in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Interest on lease liabilities	Interest on lease liabilities	$	54	$	—	$	196	$	—	Interest on lease liabilities	$	53	$	—	$	249	$	—
Amortization of right-of-use assets	Amortization of right-of-use assets	14		—		51		—		Amortization of right-of-use assets	14		—		65		—
Total finance lease cost	Total finance lease cost	$	68	$	—	$	247	$	—	Total finance lease cost	$	67	$	—	$	314	$	—

Note 17. Derivatives

The Company uses derivative financial instruments to minimize the risks ~~and/or~~and costs associated with the Company’s investments and financing transactions. The Company has not designated any of its derivative financial instruments as hedges as defined under GAAP. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks.

The use of derivative financial instruments involves certain risks, including the risk that the counterparties to these contractual arrangements do not perform as agreed. To mitigate this risk, the Company enters into derivative financial instruments with counterparties it believes to have appropriate credit ratings and that are major financial institutions with which the Company and its affiliates may also have other financial relationships.

Interest Rate Contracts

Certain of the Company’s transactions expose the Company to interest rate risk, including exposure to variable interest rates on certain loans secured by the Company’s real estate. The Company uses derivative financial instruments, ~~which includes~~including interest rate swaps, to limit the Company’s exposure to the future variability of interest rates.

The following table details the Company’s outstanding interest rate derivatives that were non-designated hedges of interest rate risk (notional amounts in thousands):

June 30, 2023

September 30, 2023

Interest Rate Derivatives

Number of instruments

Notional Amount

Weighted Average Strike Rate

Index

Weighted Average Maturity (Years)

Commencement Date

Maturity Date

Interest Rate Derivatives

Number of instruments

Notional Amount

Weighted Average Strike Rate

Index

Weighted Average Maturity (Years)

Commencement Date

Maturity Date

Interest rate swaps - property debt

DKK 142,452

3.18%

CIBOR

4.5

1/5/2023

12/30/2027

Interest rate swaps - property debt

DKK 142,452

3.18%

CIBOR

4.3

1/5/2023

12/30/2027

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The following table details the fair value of the Company's derivative financial instruments ($ in thousands):

Fair Value of Derivative in ~~a Liability~~an Asset Position(1)

Derivative financial instrument

~~June~~September 30, 2023

December 31, 2022

Interest rate ~~swap~~swaps - property debt

~~112~~24

—

Total derivative financial instrument

~~112~~24

—

(1) Included in ~~Accounts Payable, Accrued Expenses, and~~ Other ~~Liabilities~~Assets on the Company's Consolidated Balance Sheets.

For ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company recorded unrealized ~~loss~~gains related to changes in fair value of its derivative financial instrument of ~~$0.1 million.~~$136.0 thousand and $24.0 thousand, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company did not have any derivative financial instruments.

Note 18. Equity and Redeemable Non-controlling Interest

Authorized Capital

As of ~~June~~September 30, 2023, the Company had authority to issue a total of 2.2 billion shares of capital stock consisting of the 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

The Company’s board of directors may amend the 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.

Preferred Stock

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 ~~June~~September 30, 2023, the Company had issued and outstanding ~~17,241,447~~16,809,755 shares of Class T common stock, ~~45,056,500~~44,830,697 shares of Class S common stock, ~~7,449,374~~7,543,654 shares of Class D common stock, ~~81,003,279~~81,486,190 shares of Class I common stock and 29,730,608 shares of Class N common stock.

The following tables detail the movement in the Company's outstanding shares of common stock (in thousands) for the three and ~~six~~nine months ended ~~June~~September 30, 2023.


		Three Months Ended June 30, 2023							Three Months Ended September 30, 2023
		Class T Shares	Class S Shares	Class D Shares	Class I Shares	Class N Shares	Total		Class T Shares	Class S Shares	Class D Shares	Class I Shares	Class N Shares	Total
March 31, 2023		17,750	46,145	7,993	80,846	29,731	182,465
June 30, 2023								June 30, 2023	17,241	45,057	7,449	81,003	29,731	180,481
Common Stock Issued(1)	Common Stock Issued(1)	(323)	1,689	(10)	4,629	—	5,985	Common Stock Issued(1)	(354)	980	372	4,866	—	5,864
Distribution Reinvestment	Distribution Reinvestment	107	306	50	609	—	1,072	Distribution Reinvestment	102	294	49	594	—	1,039
Vested Stock Grant	Vested Stock Grant	—	—	—	1	—	1	Vested Stock Grant	—	—	—	18	—	18
Common Stock Repurchased	Common Stock Repurchased	(293)	(3,083)	(584)	(5,082)	—	(9,042)	Common Stock Repurchased	(179)	(1,501)	(326)	(4,995)	—	(7,001)
June 30, 2023		17,241	45,057	7,449	81,003	29,731	180,481
September 30, 2023								September 30, 2023	16,810	44,830	7,544	81,486	29,731	180,401

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		Six Months Ended June 30, 2023							Nine Months Ended September 30, 2023
		Class T Shares	Class S Shares	Class D Shares	Class I Shares	Class N Shares	Total		Class T Shares	Class S Shares	Class D Shares	Class I Shares	Class N Shares	Total
December 31, 2022	December 31, 2022	17,285	45,277	8,010	79,727	29,731	180,030	December 31, 2022	17,285	45,277	8,010	79,727	29,731	180,030
Common Stock Issued(1)	Common Stock Issued(1)	201	3,526	50	8,724	—	12,501	Common Stock Issued(1)	(153)	4,506	422	13,590	—	18,365
Distribution Reinvestment	Distribution Reinvestment	212	610	102	1,226	—	2,150	Distribution Reinvestment	314	904	151	1,820	—	3,189
Vested Stock Grant	Vested Stock Grant	—	—	—	2	—	2	Vested Stock Grant	—	—	—	20	—	20
Common Stock Repurchased	Common Stock Repurchased	(457)	(4,356)	(713)	(8,676)	—	(14,202)	Common Stock Repurchased	(636)	(5,857)	(1,039)	(13,671)	—	(21,203)
June 30, 2023		17,241	45,057	7,449	81,003	29,731	180,481
September 30, 2023								September 30, 2023	16,810	44,830	7,544	81,486	29,731	180,401

(1) Common stock issued includes transfers and conversions between share classes.

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, beginning on January 31, 2023, TIAA may submit a portion of its Class N shares for repurchase, provided that after taking into account the repurchase, the total value of TIAA’s aggregate ownership of the Company's Class N shares shall not be less than $300.0 million. Beginning on January 31, 2025, TIAA may submit all of its remaining shares for repurchase, provided that 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. Notwithstanding the foregoing, the total amount of repurchases of Class N shares eligible for repurchase will be limited to no more than 0.67% of the Company’s aggregate NAV per month and no more than 1.67% of the Company’s aggregate NAV per calendar quarter; provided that, if in any month or quarter the total amount of aggregate repurchases of all classes of the Company’s common stock do not reach the overall share repurchase plan limits of 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter, the above repurchase limits on the Class N shares shall not apply to that month or quarter and TIAA shall be entitled to submit shares for repurchase up to the overall share repurchase plan limits.

Restricted Stock Grants

Effective July 1, 2022, each independent director receives a $100,000 annual retainer, the chairperson of the audit committee receives an additional $20,000 annual retainer and the lead independent director receives an additional $5,000 annual retainer. The Company pays 50% of this compensation in cash, unrestricted stock, or a combination thereof in quarterly installments and the remaining 50% 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.

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.

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. The Company’s distribution policy reflects its intention to pay distributions monthly, 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 distributions on a monthly basis. As of ~~June~~September 30, 2023 and December 31, 2022, the Company had accrued ~~$9.7~~$9.8 million and $10.1 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company declared and paid distributions of ~~$29.9~~$29.3 million and ~~$60.3~~$89.6 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company declared and paid distributions of ~~$22.8~~$27.5 million and ~~$40.3~~$67.8 million, respectively.

Each class of common stock receives the same gross distribution per share, which was ~~$0.2096~~$0.2055 and ~~$0.4224~~$0.6279 per share for the three and ~~six~~nine months ended ~~June~~September 30, ~~2023.~~2023, respectively. 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.

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The following tables detail the net distribution for each of the Company's share classes for the three and ~~six~~nine months ended ~~June~~September 30, 2023:


		Three Months Ended June 30, 2023											Three Months Ended September 30, 2023
		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	$	0.2096	$	0.2096	$	0.2096	$	0.2096	$	0.2096	Gross distribution per share of common stock	$	0.2055	$	0.2055	$	0.2055	$	0.2055	$	0.2055
Advisory fee per share of common stock	Advisory fee per share of common stock	(0.0408)		(0.0375)		(0.0376)		(0.0365)		(0.0249)		Advisory fee per share of common stock	(0.0380)		(0.0367)		(0.0377)		(0.0364)		(0.0216)
Stockholder servicing fee per share of common stock	Stockholder servicing fee per share of common stock	(0.0266)		(0.0269)		(0.0077)		—		—		Stockholder servicing fee per share of common stock	(0.0262)		(0.0262)		(0.0077)		—		—
Net distribution per share of common stock	Net distribution per share of common stock	$	0.1422	$	0.1452	$	0.1643	$	0.1731	$	0.1847	Net distribution per share of common stock	$	0.1413	$	0.1426	$	0.1601	$	0.1691	$	0.1839


		Six Months Ended June 30, 2023											Nine Months Ended September 30, 2023
		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	$	0.4224	$	0.4224	$	0.4224	$	0.4224	$	0.4224	Gross distribution per share of common stock	$	0.6279	$	0.6279	$	0.6279	$	0.6279	$	0.6279
Advisory fee per share of common stock	Advisory fee per share of common stock	(0.0784)		(0.0746)		(0.0752)		(0.0741)		(0.0458)		Advisory fee per share of common stock	(0.1164)		(0.1113)		(0.1129)		(0.1105)		(0.0674)
Stockholder servicing fee per share of common stock	Stockholder servicing fee per share of common stock	(0.0534)		(0.0536)		(0.0154)		—		—		Stockholder servicing fee per share of common stock	(0.0796)		(0.0798)		(0.0231)		—		—
Net distribution per share of common stock	Net distribution per share of common stock	$	0.2906	$	0.2942	$	0.3318	$	0.3483	$	0.3766	Net distribution per share of common stock	$	0.4319	$	0.4368	$	0.4919	$	0.5174	$	0.5605

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 (measured using the aggregate NAV as of the end of the immediately preceding month) and 5% of the aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the immediately preceding 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.

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, the Company repurchased shares of its common stock for ~~$111.5~~$85.6 million and ~~$176.7~~$262.3 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company repurchased shares of its common stock for ~~$8.2~~$7.6 million and ~~$10.2~~$17.9 million, respectively. The Company had no unfulfilled repurchase requests during the ~~six~~nine months ended ~~June~~September 30, 2023.

Redeemable Non-Controlling Interest

The Company's affiliated partners have redeemable non-controlling interests in joint ventures due to crystallization rights, which allow the partners 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 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. As the redemption value was greater than the adjusted carrying value as of ~~June~~September 30, 2023 and December 31, 2022, the Company recorded an allocation adjustment between Additional Paid-In-Capital and Redeemable Non-Controlling Interest. The balance was $0.4 million and $0.6 million as of ~~June~~September 30, 2023 and December 31, 2022.

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Note 19. Segment Reporting

The Company operates in eleven reportable segments: industrial properties, healthcare properties, ~~commercial mortgage loans,~~ multifamily properties, retail properties, single-family housing, ~~International Affiliated Funds,~~ office properties, self-storage properties, commercial mortgage loans, real estate-related securities, ~~self-storage properties~~International Affiliated Funds, and 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 is the performance metric that captures the unique operating characteristics of each segment.

The following table sets forth the financial ~~results~~position by segment as of ~~June~~September 30, 2023 and December 31, 2022 ($ in thousands):


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Industrial	Industrial	$	562,220	$	569,607	Industrial	$	557,502	$	569,607
Healthcare	Healthcare	464,265		476,894		Healthcare	461,080		476,894
Multifamily	Multifamily	328,846		292,081		Multifamily	327,396		292,081
Retail	Retail	211,970		223,248		Retail	210,127		223,248
Single-Family Housing	Single-Family Housing	146,927		148,796		Single-Family Housing	147,464		148,796
Office	Office	117,763		120,322		Office	116,004		120,322
Self-Storage	Self-Storage	61,781		48,951		Self-Storage	61,609		48,951
Commercial Mortgage Loans	Commercial Mortgage Loans	349,744		343,970		Commercial Mortgage Loans	351,524		343,970
Real Estate-Related Securities(1)	Real Estate-Related Securities(1)	240,298		214,416		Real Estate-Related Securities(1)	219,557		214,416
International Affiliated Funds	International Affiliated Funds	122,618		127,224		International Affiliated Funds	116,619		127,224
Other (Corporate)	Other (Corporate)	55,304		105,352		Other (Corporate)	54,548		105,352
Total assets	Total assets	$	2,661,736	$	2,670,861	Total assets	$	2,623,430	$	2,670,861

(1) Includes investments in real estate-related securities and real estate debt as shown on the Company's Consolidated Balance Sheets.

3332

Table of Contents

The following table sets forth the financial results by segment for the three months ended ~~June~~September 30, 2023 ($ in thousands):


		Industrial		Healthcare		Multifamily		Retail		Single-Family Housing		Office		Self-Storage		Commercial Mortgage Loans		International Affiliated Funds		Real Estate-Related Securities(1)			Total				Industrial			Healthcare			Multifamily			Retail			Single-Family Housing			Office			Self-Storage			Commercial Mortgage Loans			Real Estate-Related Securities(1)			International Affiliated Funds			Total
Revenues:	Revenues:																								Revenues:
Rental revenue	Rental revenue	$	12,907	$	10,602	$	7,759	$	5,208	$	2,667	$	3,450	$	1,055	$	—	$	—	$	—		$	43,648	Rental revenue		$	12,866		$	10,700		$	7,991		$	4,376		$	2,724		$	3,653		$	1,074		$	—		$	—		$	—		$	43,384
Income from commercial mortgage loans	Income from commercial mortgage loans	—		—		—		—		—		—		—		7,052		—		—			7,052		Income from commercial mortgage loans		—			—			—			—			—			—			—			7,471			—			—			7,471
Total revenues		12,907		10,602		7,759		5,208		2,667		3,450		1,055		7,052		—		—			50,700
Total segment revenues																						Total segment revenues				12,866			10,700			7,991			4,376			2,724			3,653			1,074			7,471			—			—			50,855
Expenses:	Expenses:																							Expenses:
Property operating	Property operating	3,198		3,974		3,215		1,402		1,547		933		511		—		—		—			14,780		Property operating		3,845			3,327			3,419			1,360			1,364			976			686			—			—			—			14,977
Total segment expenses	Total segment expenses	3,198		3,974		3,215		1,402		1,547		933		511		—		—		—			14,780		Total segment expenses		3,845			3,327			3,419			1,360			1,364			976			686			—			—			—			14,977
Realized and unrealized gain from real estate-related securities																				2,305			2,305
Realized and unrealized gain from real estate debt																				746			746
Realized and unrealized loss from real estate-related securities																						Realized and unrealized loss from real estate-related securities																												(9,609)						(9,609)
Realized and unrealized loss from real estate debt																						Realized and unrealized loss from real estate debt																												(708)						(708)
Loss from equity investments in unconsolidated international affiliated funds	Loss from equity investments in unconsolidated international affiliated funds																	(2,799)					(2,799)		Loss from equity investments in unconsolidated international affiliated funds																													(2,870)			(2,870)
Unrealized loss on commercial mortgage loans																(748)							(748)
Unrealized loss from interest rate derivatives						(112)																	(112)
Unrealized loss on note payable																(80)							(80)
Unrealized gain on commercial mortgage loans																						Unrealized gain on commercial mortgage loans																									431									431
Segment net operating income	Segment net operating income	$	9,709	$	6,628	$	4,432	$	3,806	$	1,120	$	2,517	$	544	$	6,224	$	(2,799)	$	746		$	35,232	Segment net operating income		$	9,021		$	7,373		$	4,572		$	3,016		$	1,360		$	2,677		$	388		$	7,902		$	(10,317)		$	(2,870)		$	23,122
Depreciation and amortization	Depreciation and amortization	(6,437)		(6,190)		(2,638)		(2,242)		(1,188)		(1,801)		(1,152)		—		—		—			(21,648)		Depreciation and amortization		(6,511)			(6,145)			(2,635)			(2,161)			(874)			(1,821)			(900)			—			—			—			(21,047)
Unrealized gain from interest rate derivatives																						Unrealized gain from interest rate derivatives																																		136
Unrealized loss on note payable																						Unrealized loss on note payable																																		(20)
General and administrative expenses	General and administrative expenses																						(1,946)		General and administrative expenses																																(2,641)
Advisory fee due to affiliate	Advisory fee due to affiliate																						(7,907)		Advisory fee due to affiliate																																(7,847)
Interest income	Interest income																						2,216		Interest income																																2,381
Interest expense	Interest expense																						(9,929)		Interest expense																																(10,788)
Net loss	Net loss																						$	(3,982)	Net loss																																$	(16,704)
Net loss attributable to non-controlling interests in third party joint ventures	Net loss attributable to non-controlling interests in third party joint ventures																						(22)		Net loss attributable to non-controlling interests in third party joint ventures																																(21)
Net income attributable to preferred stock	Net income attributable to preferred stock																						4		Net income attributable to preferred stock																																3
Net loss attributable to common stockholders	Net loss attributable to common stockholders																						$	(3,964)	Net loss attributable to common stockholders																																$	(16,686)

(1) Includes investments in real estate-related securities and real estate debt as shown on the Company's Consolidated Balance Sheets.

Table of Contents

The following table sets forth the financial results by segment for the three months ended September 30, 2022 ($ in thousands):


	Industrial		Healthcare		Multifamily		Retail		Single-Family Housing		Office		Self-Storage				Commercial Mortgage Loans		Real Estate-Related Securities(1)		International Affiliated Funds		Total
Revenues:
Rental revenue	$	8,731	$	8,247	$	6,916	$	1,714	$	2,132	$	3,375	$	312			$	—	$	—	$	—	$	31,427
Income from commercial mortgage loans	—		—		—		—		—		—		—				5,587		—		—		5,587
Total segment revenues	8,731		8,247		6,916		1,714		2,132		3,375		312				5,587		—		—		37,014
Expenses:
Property operating	2,584		2,401		2,612		416		987		855		185				—		—		—		10,040
Total segment expenses	2,584		2,401		2,612		416		987		855		185				—		—		—		10,040
Realized and unrealized loss from real estate-related securities																			(10,663)				(10,663)
Realized and unrealized loss from real estate debt																			(819)				(819)
Income from equity investments in unconsolidated international affiliated funds																					436		436
Unrealized gain on commercial mortgage loans																	670						670
Segment net operating income	$	6,147	$	5,846	$	4,304	$	1,298	$	1,145	$	2,520	$	127	$	—	$	6,257	$	(11,482)	$	436	$	16,598
Depreciation and amortization	(4,814)		(6,089)		(3,479)		(907)		(388)		(1,414)		(266)				—		—		—		(17,357)
General and administrative expenses																							(2,491)
Advisory fee due to affiliate																							(7,583)
Interest income																							1,541
Interest expense																							(4,685)
Net loss																							$	(13,977)
Net loss attributable to non-controlling interests in third party joint ventures																							(25)
Net income attributable to preferred stock																							3
Net loss attributable to common stockholders																							$	(13,955)

(1) Includes investments in real estate-related securities and real estate debt as shown on the Company's Consolidated Balance Sheets.

Table of Contents

The following table sets forth the financial results by segment for the ~~three~~nine months ended ~~June~~September 30, ~~2022~~2023 ($ in thousands):


		Industrial		Healthcare		Multifamily		Retail		Single-Family Housing		Office		Self-Storage		Commercial Mortgage Loans		International Affiliated Funds		Real Estate-Related Securities(1)			Total				Industrial			Healthcare			Multifamily			Retail			Single-Family Housing			Office			Self-Storage			Commercial Mortgage Loans			Real Estate-Related Securities(1)			International Affiliated Funds			Total
Revenues:	Revenues:																								Revenues:
Rental revenue	Rental revenue	$	6,866	$	4,908	$	6,540	$	1,622	$	1,509	$	3,001	$	36	$	—	$	—	$	—		$	24,482	Rental revenue		$	38,385		$	32,177		$	23,370		$	14,177		$	7,926		$	10,442		$	2,889		$	—		$	—		$	—		$	129,366
Income from commercial mortgage loans	Income from commercial mortgage loans	—		—		—		—		—		—		—		1,897		—		—			1,897		Income from commercial mortgage loans		—			—			—			—			—			—			—			21,008			—			—			21,008
Total revenues		6,866		4,908		6,540		1,622		1,509		3,001		36		1,897		—		—			26,379
Total segment revenues																						Total segment revenues				38,385			32,177			23,370			14,177			7,926			10,442			2,889			21,008			—			—			150,374
Expenses:	Expenses:																							Expenses:
Property operating	Property operating	1,732		1,141		3,006		342		785		779		—		—		—		—			7,785		Property operating		11,039			11,036			9,721			4,021			4,389			2,862			1,628			—			—						44,696
Total segment expenses	Total segment expenses	1,732		1,141		3,006		342		785		779		—		—		—		—			7,785		Total segment expenses		11,039			11,036			9,721			4,021			4,389			2,862			1,628			—			—			—			44,696
Realized and unrealized loss from real estate-related securities	Realized and unrealized loss from real estate-related securities																			(18,534)			(18,534)		Realized and unrealized loss from real estate-related securities																										(4,308)						(4,308)
Realized and unrealized loss from real estate debt	Realized and unrealized loss from real estate debt																			(1,812)			(1,812)		Realized and unrealized loss from real estate debt																										(365)						(365)
Income from equity investments in unconsolidated international affiliated funds																		4,126					4,126
Loss from equity investments in unconsolidated international affiliated funds																						Loss from equity investments in unconsolidated international affiliated funds																															(6,024)			(6,024)
Unrealized loss on commercial mortgage loans	Unrealized loss on commercial mortgage loans															(2,248)							(2,248)		Unrealized loss on commercial mortgage loans																							(1,266)									(1,266)
Segment net operating income	Segment net operating income	$	5,134	$	3,767	$	3,534	$	1,280	$	724	$	2,222	$	36	$	(351)	$	4,126	$	(1,812)		$	126	Segment net operating income		$	27,346		$	21,141		$	13,649		$	10,156		$	3,537		$	7,580		$	1,261		$	19,742		$	(4,673)		$	(6,024)		$	93,715
Depreciation and amortization	Depreciation and amortization	(3,081)		(2,105)		(6,081)		(609)		(519)		(1,645)		—		—		—		—			(14,040)		Depreciation and amortization		(19,411)			(18,713)			(7,935)			(6,677)			(2,914)			(5,443)			(2,862)			—			—			—			(63,955)
Unrealized gain from interest rate derivatives																						Unrealized gain from interest rate derivatives																																		24
Unrealized loss on note payable																						Unrealized loss on note payable																																		(130)
General and administrative expenses	General and administrative expenses																						(2,525)		General and administrative expenses																																(7,024)
Advisory fee due to affiliate	Advisory fee due to affiliate																						(6,431)		Advisory fee due to affiliate																																(23,796)
Interest income	Interest income																						1,177		Interest income																																6,481
Interest expense	Interest expense																						(3,147)		Interest expense																																(29,346)
Net loss	Net loss																						$	(24,840)	Net loss																																$	(24,031)
Net loss attributable to non-controlling interests in third party joint ventures	Net loss attributable to non-controlling interests in third party joint ventures																						(41)		Net loss attributable to non-controlling interests in third party joint ventures																																(79)
Net income attributable to preferred stock	Net income attributable to preferred stock																						4		Net income attributable to preferred stock																																11
Net loss attributable to common stockholders	Net loss attributable to common stockholders																						$	(24,803)	Net loss attributable to common stockholders																																$	(23,963)

(1) Includes investments in real estate-related securities and real estate debt as shown on the Company's Consolidated Balance Sheets.

Table of Contents

The following table sets forth the financial results by segment for the ~~six~~nine months ended ~~June 30, 2023 ($ in thousands):~~

Industrial Healthcare Multifamily Retail Single-Family Housing Office Self-Storage Commercial Mortgage Loans International Affiliated Funds
Real Estate-Related Securities(1)
Total
Revenues:
Rental revenue $ 25,519 $ 21,477 $ 15,379 $ 9,801 $ 5,202 $ 6,789 $ 1,815 $ — $ — $ — $ 85,982
Income from commercial mortgage loans — — — — — — — 13,537 — — 13,537
Total revenues 25,519 21,477 15,379 9,801 5,202 6,789 1,815 13,537 — — 99,519
Expenses:
Property operating 7,194 7,709 6,302 2,661 3,025 1,886 942 — — — 29,719
Total segment expenses 7,194 7,709 6,302 2,661 3,025 1,886 942 — — — 29,719
Realized and unrealized gain from real estate-related securities 5,301 5,301
Realized and unrealized gain from real estate debt 343 343
Loss from equity investments in unconsolidated international affiliated funds (3,154) (3,154)
Unrealized loss on commercial mortgage loans (1,697) (1,697)
Unrealized loss from interest rate derivatives (112) (112)
Unrealized loss on note payable (110) (110)
Segment net operating income $ 18,325 $ 13,768 $ 8,965 $ 7,140 $ 2,177 $ 4,903 $ 873 $ 11,730 $ (3,154) $ 343 $ 70,371
Depreciation and amortization (12,900) (12,568) (5,300) (4,516) (2,040) (3,622) (1,962) — — — (42,908)
General and administrative expenses (4,383)
Advisory fee due to affiliate (15,949)
Interest income 4,100
Interest expense (18,558)
Net loss $ (7,327)
Net loss attributable to non-controlling interests in third party joint ventures (58)
Net income attributable to preferred stock 8
Net loss attributable to common stockholders $ (7,277)

~~(1) Includes real estate-related securities and real estate debt as shown on the Company's Consolidated Balance Sheets.~~

~~Table of Contents~~

~~The following table sets forth the financial results by segment for the six months ended June~~September 30, 2022 ($ in thousands):


		Industrial		Healthcare		Multifamily		Retail		Single-Family Housing		Office		Self-Storage		Commercial Mortgage Loans		International Affiliated Funds		Real Estate-Related Securities(1)			Total				Industrial			Healthcare			Multifamily			Retail			Single-Family Housing			Office			Self-Storage			Commercial Mortgage Loans			Real Estate-Related Securities(1)			International Affiliated Funds			Total
Revenues:	Revenues:																								Revenues:
Rental revenue	Rental revenue	$	12,230	$	9,345	$	12,988	$	3,321	$	2,240	$	5,990	$	36	$	—	$	—	$	—		$	46,150	Rental revenue		$	20,961		$	17,592		$	19,904		$	5,035		$	4,372		$	9,365		$	348		$	—		$	—		$	—		$	77,577
Income from commercial mortgage loans	Income from commercial mortgage loans	—		—		—		—		—		—		—		3,892		—		—			3,892		Income from commercial mortgage loans		—			—			—			—			—			—			—			9,479			—			—			9,479
Total revenues		12,230		9,345		12,988		3,321		2,240		5,990		36		3,892		—		—			50,042
Total segment revenues																						Total segment revenues				20,961			17,592			19,904			5,035			4,372			9,365			348			9,479			—			—			87,056
Expenses:	Expenses:																							Expenses:
Property operating	Property operating	3,126		2,443		5,691		752		1,558		1,776		—		—		—		—			15,346		Property operating		5,710			4,844			8,303			1,168			2,545			2,631			185			—			—			—			25,386
Total segment expenses	Total segment expenses	3,126		2,443		5,691		752		1,558		1,776		—		—		—		—			15,346		Total segment expenses		5,710			4,844			8,303			1,168			2,545			2,631			185			—			—			—			25,386
Realized and unrealized loss from real estate-related securities	Realized and unrealized loss from real estate-related securities																			(21,938)			(21,938)		Realized and unrealized loss from real estate-related securities																										(32,601)						(32,601)
Realized and unrealized loss from real estate debt	Realized and unrealized loss from real estate debt																			(2,518)			(2,518)		Realized and unrealized loss from real estate debt																										(3,337)						(3,337)
Income from equity investments in unconsolidated international affiliated funds	Income from equity investments in unconsolidated international affiliated funds																	4,985					4,985		Income from equity investments in unconsolidated international affiliated funds																													5,421			5,421
Unrealized loss on commercial mortgage loans	Unrealized loss on commercial mortgage loans															(2,248)							(2,248)		Unrealized loss on commercial mortgage loans																							(1,578)									(1,578)
Segment net operating income	Segment net operating income	$	9,104	$	6,902	$	7,297	$	2,569	$	682	$	4,214	$	36	$	1,644	$	4,985	$	(2,518)		$	12,977	Segment net operating income		$	15,251		$	12,748		$	11,601		$	3,867		$	1,827		$	6,734		$	163		$	7,901		$	(35,938)		$	5,421		$	29,575
Depreciation and amortization	Depreciation and amortization	(5,878)		(4,492)		(9,286)		(1,403)		(1,351)		(3,997)		—		—		—		—			(26,407)		Depreciation and amortization		(10,805)			(10,581)			(12,652)			(2,310)			(1,739)			(5,411)			(266)			—			—			—			(43,764)
General and administrative expenses	General and administrative expenses																						(4,621)		General and administrative expenses																																(7,112)
Advisory fee due to affiliate	Advisory fee due to affiliate																						(11,137)		Advisory fee due to affiliate																																(18,720)
Interest income	Interest income																						1,507		Interest income																																3,048
Interest expense	Interest expense																						(4,943)		Interest expense																																(9,628)
Net loss	Net loss																						$	(32,624)	Net loss																																$	(46,601)
Net loss attributable to non-controlling interests in third party joint ventures	Net loss attributable to non-controlling interests in third party joint ventures																						(22)		Net loss attributable to non-controlling interests in third party joint ventures																																(47)
Net income attributable to preferred stock	Net income attributable to preferred stock																						8		Net income attributable to preferred stock																																11
Net loss attributable to common stockholders	Net loss attributable to common stockholders																						$	(32,610)	Net loss attributable to common stockholders																																$	(46,565)

(1) Includes investments in real estate-related securities and real estate debt as shown on the Company's Consolidated Balance Sheets.

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Note 20. Subsequent Events

There have been no events since ~~June~~September 30, 2023 that require recognition or disclosure in the Consolidated Financial Statements.

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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 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, 2022 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~~those 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, 2022, 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.

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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.~~purposes. 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 Cities Advisors, LLC (the "Advisor"), an investment advisory affiliate of Nuveen Real Estate. Nuveen Real Estate is the real estate investment management division of our sponsor, Nuveen, LLC ("Nuveen"). Nuveen is the asset management arm and a wholly owned subsidiary of TIAA.

Public Offerings

On January 31, 2018, our Registration Statement on Form S-11 (File No. 333-252077) for our initial public offering (the “Initial Public Offering”) was first declared effective by the SEC. ~~Pursuant thereto, we registered with the SEC an offering of up to $5.0 billion in shares of common stock.~~ The Initial Public Offering terminated on July 2, 2021.

On January 13, 2021, we filed a Registration Statement on Form S-11 (File No. 333-252077), (the "Follow-on Registration Statement") to register up to $5.0 billion of shares of common stock, 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 (the "Follow-on Public Offering"). The Follow-on Registration Statement was declared effective by the SEC on July 2, 2021. We are 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 varies and generally equals our prior month’s net asset value (“NAV”) per share, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees.

Private Offerings

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).

We are conducting a private offering of Class I shares to feeder vehicles primarily created to hold our Class I shares, which in turn will offer interests in ~~itself~~themselves to investors. We are conducting such offering pursuant to an exemption to registration under the Securities Act of 1933, as amended (the "Securities Act").

Q2Q3 2023 Highlights

Operating results:

•Declared monthly net distributions totaling ~~$29.9~~$29.3 million during the three months ended ~~June~~September 30, 2023. The details of the average annualized distributions rates and total returns are shown in the following table:


		Class I	Class D	Class T	Class S		Class I	Class D	Class T	Class S
Average Annualized Distribution Rate	Average Annualized Distribution Rate	5.41%	5.14%	4.56%	4.63%	Average Annualized Distribution Rate	5.43%	5.16%	4.58%	4.65%
Year-to-Date Total Return, without upfront selling commissions	Year-to-Date Total Return, without upfront selling commissions	(1.19)%	(1.33)%	(1.61)%	(1.61)%	Year-to-Date Total Return, without upfront selling commissions	(1.22)%	(1.42)%	(1.85)%	(1.85)%
Year-to-Date Total Return, assuming maximum upfront selling commissions	Year-to-Date Total Return, assuming maximum upfront selling commissions	N/A	(2.80)%	(5.04)%	(5.04)%	Year-to-Date Total Return, assuming maximum upfront selling commissions	N/A	(2.89)%	(5.27)%	(5.27)%
Inception-to-Date Total Return, without upfront selling commissions	Inception-to-Date Total Return, without upfront selling commissions	9.67%	9.47%	9.50%	9.58%	Inception-to-Date Total Return, without upfront selling commissions	9.19%	8.98%	8.91%	8.85%
Inception-to-Date Total Return, assuming maximum upfront selling commissions	Inception-to-Date Total Return, assuming maximum upfront selling commissions	N/A	9.15%	8.64%	8.51%	Inception-to-Date Total Return, assuming maximum upfront selling commissions	N/A	8.68%	8.11%	7.86%

Capital Activity:

•Raised ~~$74.4~~$72.1 million of gross proceeds during the three months ended ~~June~~September 30, 2023.

•Satisfied all common stock repurchase requests, ~~totalling $111.5~~totaling $85.6 million, for the three months ended ~~June~~September 30, 2023.

Table of Contents

Portfolio

The following chart outlines the allocation of our investments based on fair value as of ~~June~~September 30, 2023(1) (2):

(1) Allocation by region/asset type includes property investments owned directly by us ~~(81%~~(82%) and investments in the International Affiliated Funds (4%).

(2) RE securities includes real estate-related securities ~~(5%~~(4%) and real estate debt (4%) as shown on the Company's Consolidated Balance Sheets.

The following charts further describe the diversification of our direct investments in real properties based on fair value as of ~~June~~September 30, 2023(3)(4):

(3) Allocation by region and by sector includes only property investments owned directly by the REIT.

(4) Allocation by sector includes our directly held property in Copenhagen, Denmark.

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The following map shows the location and property type of directly held real estate investments owned by ECF, in which we are currently invested, as of ~~March 31,~~June 30, 2023:

The following map shows the location and property type of directly held real estate investments owned by APCF, in which we are currently invested, as of ~~March 31,~~June 30, 2023:

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Investments in Real Estate

The following charts provide information on the nature and geographical locations of our direct investments in real properties as of ~~June~~September 30, 2023:


Sector and Property/Portfolio Name	Sector and Property/Portfolio Name	Number of Properties	Location	Acquisition Date	Ownership Interest	Sq. Ft. (in thousands) / # of units		Occupancy	Sector and Property/Portfolio Name	Number of Properties	Location	Acquisition Date	Ownership Interest	Sq. Ft. (in thousands) / # of units		Occupancy
Multifamily:	Multifamily:								Multifamily:
Kirkland Crossing	Kirkland Crossing	1	Aurora, IL	Dec, 2017	100%	266	units	96%	Kirkland Crossing	1	Aurora, IL	Dec, 2017	100%	266	units	96%
Tacara Steiner Ranch	Tacara Steiner Ranch	1	Austin, TX	June, 2018	100%	246	units	93%	Tacara Steiner Ranch	1	Austin, TX	June, 2018	100%	246	units	92%
Brookson Flats	Brookson Flats	1	Huntersville, NC	June, 2021	100%	296	units	92%	Brookson Flats	1	Huntersville, NC	June, 2021	100%	296	units	93%
Signature at Hartwell	Signature at Hartwell	1	Seneca, SC	Nov, 2021	96.5%	185	units	98%	Signature at Hartwell	1	Seneca, SC	Nov, 2021	96.5%	185	units	100%
The Reserve at Stonebridge Ranch	The Reserve at Stonebridge Ranch	1	McKinney, TX	Dec, 2021	100%	301	units	94%	The Reserve at Stonebridge Ranch	1	McKinney, TX	Dec, 2021	100%	301	units	92%
CASA Nord Portfolio	CASA Nord Portfolio	4	Copenhagen, DK	Dec, 2022	100%	84	units	97%	CASA Nord Portfolio	4	Copenhagen, DK	Dec, 2022	100%	84	units	97%
Total Multifamily	Total Multifamily	9				1,378	units	95%	Total Multifamily	9				1,378	units	94%
Industrial:	Industrial:								Industrial:
West Phoenix Industrial	West Phoenix Industrial	1	Phoenix, AZ	Dec, 2017	100%	265	Sq. Ft	100%	West Phoenix Industrial	1	Phoenix, AZ	Dec, 2017	100%	265	Sq. Ft	100%
Denver Industrial	Denver Industrial	3	Golden & Denver, CO	Dec, 2017	100%	486	Sq. Ft	100%	Denver Industrial	3	Golden & Denver, CO	Dec, 2017	100%	486	Sq. Ft	97%
Henderson Interchange	Henderson Interchange	1	Henderson, NV	Dec, 2018	100%	197	Sq. Ft	100%	Henderson Interchange	1	Henderson, NV	Dec, 2018	100%	197	Sq. Ft	100%
Globe Street Industrial	Globe Street Industrial	1	Moreno Valley, CA	Oct, 2019	100%	252	Sq. Ft	100%	Globe Street Industrial	1	Moreno Valley, CA	Oct, 2019	100%	252	Sq. Ft	100%
1 National Street	1 National Street	1	Boston, MA	Nov, 2020	100%	300	Sq. Ft	100%	1 National Street	1	Boston, MA	Nov, 2020	100%	300	Sq. Ft	100%
Rittiman West 6 & 7	Rittiman West 6 & 7	2	San Antonio, TX	Dec, 2020	100%	147	Sq. Ft	100%	Rittiman West 6 & 7	2	San Antonio, TX	Dec, 2020	100%	147	Sq. Ft	100%
10850 Train Ct.	10850 Train Ct.	1	Houston, TX	Dec, 2021	100%	113	Sq. Ft	100%	10850 Train Ct.	1	Houston, TX	Dec, 2021	100%	113	Sq. Ft	100%
5501 Mid Cities Pkwy	5501 Mid Cities Pkwy	1	San Antonio, TX	Dec, 2021	100%	88	Sq. Ft	100%	5501 Mid Cities Pkwy	1	San Antonio, TX	Dec, 2021	100%	88	Sq. Ft	100%
Tampa Lakeland Industrial	Tampa Lakeland Industrial	3	Tampa, FL	Jan, 2022	100%	366	Sq. Ft	100%	Tampa Lakeland Industrial	3	Tampa, FL	Jan, 2022	100%	366	Sq. Ft	100%
610 Loop	610 Loop	5	Houston, TX	Mar, 2022	100%	705	Sq. Ft	99%	610 Loop	5	Houston, TX	Mar, 2022	100%	709	Sq. Ft	99%
UP Minneapolis	UP Minneapolis	3	Minneapolis, MN	June, 2022	100%	406	Sq. Ft	100%	UP Minneapolis	3	Minneapolis, MN	June, 2022	100%	406	Sq. Ft	100%
Wilsonville Logistics Center	Wilsonville Logistics Center	1	Wilsonville, OR	July, 2022	100%	508	Sq. Ft	100%	Wilsonville Logistics Center	1	Wilsonville, OR	July, 2022	100%	508	Sq. Ft	100%
Alliance Logistics	Alliance Logistics	7	Various	Oct, 2022	100%	1,236	Sq. Ft	100%	Alliance Logistics	7	Various	Oct, 2022	100%	1,236	Sq. Ft	100%
Total Industrial	Total Industrial	30				5,069	Sq. Ft	100%	Total Industrial	30				5,073	Sq. Ft	100%
Retail:	Retail:								Retail:
Main Street at Kingwood	Main Street at Kingwood	1	Houston, TX	Oct, 2018	100%	199	Sq. Ft	99%	Main Street at Kingwood	1	Houston, TX	Oct, 2018	100%	199	Sq. Ft	99%
GFI Grocery Anchored Portfolio	GFI Grocery Anchored Portfolio	5	Various	Sep, 2022	95%	496	Sq. Ft	98%	GFI Grocery Anchored Portfolio	5	Various	Sep, 2022	95%	496	Sq. Ft	97%
Total Retail	Total Retail	6				695	Sq. Ft	98%	Total Retail	6				695	Sq. Ft	98%
Office:	Office:								Office:
Defoor Hills	Defoor Hills	1	Atlanta, GA	June, 2018	100%	91	Sq. Ft	100%	Defoor Hills	1	Atlanta, GA	June, 2018	100%	91	Sq. Ft	100%
East Sego Lily	East Sego Lily	1	Salt Lake City, UT	May, 2019	100%	148	Sq. Ft	100%	East Sego Lily	1	Salt Lake City, UT	May, 2019	100%	148	Sq. Ft	100%
Perimeter's Edge	Perimeter's Edge	1	Raleigh, NC	Sept, 2021	100%	85	Sq. Ft	97%	Perimeter's Edge	1	Raleigh, NC	Sept, 2021	100%	85	Sq. Ft	97%
Total Office	Total Office	3				324	Sq. Ft	99%	Total Office	3				324	Sq. Ft	99%
Healthcare:	Healthcare:								Healthcare:
9725 Datapoint	9725 Datapoint	1	San Antonio, TX	Dec, 2019	100%	205	Sq. Ft	100%	9725 Datapoint	1	San Antonio, TX	Dec, 2019	100%	205	Sq. Ft	100%
Locust Grove	Locust Grove	1	Atlanta, GA	Nov, 2020	100%	40	Sq. Ft	100%	Locust Grove	1	Atlanta, GA	Nov, 2020	100%	40	Sq. Ft	100%
Linden Oaks	Linden Oaks	1	Chicago, IL	Nov, 2020	100%	43	Sq. Ft	100%	Linden Oaks	1	Chicago, IL	Nov, 2020	100%	43	Sq. Ft	100%
2945 Wilderness Place	2945 Wilderness Place	1	Boulder, CO	Jan, 2021	100%	31	Sq. Ft	100%	2945 Wilderness Place	1	Boulder, CO	Jan, 2021	100%	31	Sq. Ft	100%
Pacific Center	Pacific Center	1	San Diego, CA	May, 2021	100%	92	Sq. Ft	100%	Pacific Center	1	San Diego, CA	May, 2021	100%	92	Sq. Ft	100%
Hillcroft Medical Clinic	Hillcroft Medical Clinic	1	Sugarland, TX	June, 2021	100%	41	Sq. Ft	100%	Hillcroft Medical Clinic	1	Sugarland, TX	June, 2021	100%	41	Sq. Ft	100%
Buck's Town Medical Campus I	Buck's Town Medical Campus I	5	Philadelphia, PA	Sept, 2021	100%	142	Sq. Ft	89%	Buck's Town Medical Campus I	5	Philadelphia, PA	Sept, 2021	100%	142	Sq. Ft	91%
620 Roseville Parkway	620 Roseville Parkway	1	Roseville, CA	Oct, 2021	100%	194	Sq. Ft	81%	620 Roseville Parkway	1	Roseville, CA	Oct, 2021	100%	194	Sq. Ft	81%
Buck's Town Medical Campus II	Buck's Town Medical Campus II	2	Langhorne, PA	Oct, 2021	100%	69	Sq. Ft	92%	Buck's Town Medical Campus II	2	Langhorne, PA	Oct, 2021	100%	69	Sq. Ft	85%
Project Sullivan	Project Sullivan	10	Various	Various	100%	661	Sq. Ft	96%	Project Sullivan	10	Various	Various	100%	661	Sq. Ft	98%
Total Healthcare	Total Healthcare	24				1,518	Sq. Ft	94%	Total Healthcare	24				1,518	Sq. Ft	95%
Self-Storage:	Self-Storage:								Self-Storage:
Out O' Space Storage	Out O' Space Storage	1	Palm Bay, FL	June, 2022	100%	240	Units	84%	Out O' Space Storage	1	Palm Bay, FL	June, 2022	100%	240	Units	86%
Imperial Sugar Land	Imperial Sugar Land	1	Sugarland, TX	June, 2022	100%	791	Units	83%	Imperial Sugar Land	1	Sugarland, TX	June, 2022	100%	791	Units	82%
Advantage Storage	Advantage Storage	1	Houston, TX	Aug, 2022	100%	781	Units	88%	Advantage Storage	1	Houston, TX	Aug, 2022	100%	781	Units	81%
Pflugerville Self-Storage	Pflugerville Self-Storage	1	Pflugerville, TX	Dec, 2022	100%	546	Units	79%	Pflugerville Self-Storage	1	Pflugerville, TX	Dec, 2022	100%	546	Units	79%
Brighton Storage	Brighton Storage	1	Brighton, CO	Mar, 2023	100%	716	Units	76%	Brighton Storage	1	Brighton, CO	Mar, 2023	100%	716	Units	70%
Total Self-Storage	Total Self-Storage	5				3,074	Units	81%	Total Self-Storage	5				3,074	Units	78%
Single-Family Housing:	Single-Family Housing:								Single-Family Housing:
Single-Family Rentals	Single-Family Rentals	384	Various	Various	100%	775	Sq. Ft	92%	Single-Family Rentals	384	Various	Various	100%	775	Sq. Ft	96%
Total Single-Family Housing	Total Single-Family Housing	384				775	Sq. Ft	92%	Total Single-Family Housing	384				775	Sq. Ft	96%
Total Investment Properties	Total Investment Properties	461						97%	Total Investment Properties	461						97%

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The following schedule details the expiring leases at our industrial, retail, office and healthcare properties by annualized base rent and square footage as of ~~June~~September 30, 2023 ($ and square feet data in thousands). The table below excludes our multifamily properties, single-family rentals and self-storage properties 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
2023 (Remaining)	2023 (Remaining)	11	780	1	%	51	1	%	2023 (Remaining)	5	372	1	%	31	1	%
2024	2024	60	7,152	8	%	896	12	%	2024	59	6,888	8	%	834	11	%
2025	2025	72	14,592	18	%	1,347	18	%	2025	71	14,640	17	%	1,321	18	%
2026	2026	58	7,944	9	%	906	12	%	2026	59	8,112	9	%	897	12	%
2027	2027	55	13,248	16	%	939	13	%	2027	56	13,500	16	%	964	13	%
2028	2028	47	16,044	19	%	1,215	17	%	2028	51	16,620	19	%	1,238	18	%
2029	2029	11	2,700	3	%	379	5	%	2029	11	2,700	3	%	379	5	%
2030	2030	9	3,504	4	%	259	4	%	2030	10	4,500	5	%	303	4	%
2031	2031	6	1,824	2	%	97	1	%	2031	6	1,824	2	%	97	1	%
2032	2032	7	6,276	7	%	710	10	%	2032	7	6,276	7	%	710	10	%
Thereafter	Thereafter	23	10,596	13	%	485	7	%	Thereafter	23	11,412	13	%	492	7	%
Total	Total	359	84,660	100	%	7,284	100	%	Total	358	86,844	100	%	7,266	100	%

(1) The annualized ~~June~~September 30, 2023 base rent per leased square foot of the applicable year excluding tenant recoveries, straight-line rent and above-market and below-market lease amortization.

Investments in Real Estate-Related Securities

We invest in real estate-related securities including shares of common stock of publicly-listed REITs. As of ~~June~~September 30, 2023, we had 6157 holdings and have invested ~~$135.0~~$116.9 million in securities that are valued at ~~$128.6~~$105.2 million.

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Investments in Real Estate Debt

We invest in commercial mortgage-backed securities (“CMBS”). CMBS are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. CMBS are generally pass-throughs and represent beneficial ownership interests in trusts whose assets consist of defined portfolios of one or more commercial mortgage loans. Losses are usually borne by the most subordinate class, which receive payments only after the senior classes have received payments they are entitled to. CMBS are subject to the risks of the underlying mortgage loans. The majority (approximately 92%) of our CMBS are single asset, single borrower deals, ~~(~92%),~~ and nearly all our CMBS are rated Investment Grade (BBB- or higher) with ~~~3%~~approximately 4% being non-Investment Grade (BB+ or lower). The greatest concentration by property sector of our CMBS is in industrial properties. Additionally, to minimize interest rate risk, the portfolio is concentrated in floating-rate securities (~(approximately 86%) whose base index rates above one-month LIBOR and one-month SOFR are ~~5.22%~~5.32% and ~~5.14%~~5.43%, respectively, and help to generate a current portfolio yield of ~~~10.43%~~approximately 12.2%. As of ~~June~~September 30, 2023, we have invested ~~$115.5~~$118.8 million in CMBS that are valued at ~~$111.7~~$114.4 million on our Consolidated Balance Sheet.

Investments in International Affiliated Funds

European Cities Partnership SCSp

ECF was ~~formed~~launched 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. As of ~~June~~September 30, 2023, ECF had total equity commitments of $1.2 billion (€1.2 billion) and had called $1.2 billion (€1.2 billion) of these commitments. As of ~~March 31,~~June 30, 2023, ECF had 12 assets with a gross asset value of $2.0 billion (€1.9 billion) and a loan to value ("LTV") ratio of ~~39.1%~~40.3%. The ECF portfolio is well diversified and had a balanced country exposure with ~~24.4%~~24.1% in UK, ~~16.1%~~16.0% in Netherlands, 12.7% in Finland, ~~12.6%~~12.7% in Spain, ~~12.0%~~12.1% in Italy, ~~11.0%~~10.9% in Germany, 5.9% in ~~Denmark~~Austria, and ~~5.3%~~5.7% in ~~Austria resulting in a~~Denmark. The 12-month net total return of ~~(6.0)~~(9.9)% and a since inception net total return of ~~3.3% as of March 31, 2023.~~

~~The following table summarizes the equity investment in unconsolidated international affiliated funds from ECF~~2.9% as of June 30, ~~2023 ($ in thousands):~~


	~~Investment in ECF~~
~~Balance as of December 31, 2022~~	$	~~78,353~~

~~Income distributions~~	~~(2,036)~~
~~Loss from equity investment in unconsolidated international affiliated fund~~	~~(6,291)~~
~~Foreign currency translation adjustment~~	~~1,199~~
~~Balance at June 30, 2023~~	$	~~71,225~~

~~Table of Contents~~

2023.

Loss from equity investments in unconsolidated international affiliated funds from ECF for the three and ~~six~~nine months ended ~~June~~September 30, 2023 was ~~$2.0~~$1.6 million and ~~$6.3~~$7.9 million, respectively. Income from equity investments in unconsolidated international affiliated funds from ECF for the three and ~~six~~nine months ended ~~June~~September 30, 2022, was ~~$2.9~~$2.3 million and ~~$3.8~~$6.1 million, respectively.

Asia Pacific Cities Fund

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 ~~June~~September 30, 2023, APCF had total equity commitments of $1.0 billion and had called $876.5 million of these commitments. As of ~~March 31,~~June 30, 2023, APCF had nine investments (23 assets) with a gross asset value of ~~$1.6~~$1.5 billion and an LTV ratio of ~~40.1%~~40.0%. APCF had ~~33.5%~~34.1% exposure in Singapore, ~~28.9%~~27.6% in Japan, ~~15.9%~~16.2% in South Korea, ~~13.0%~~13.6% in Hong Kong and ~~8.7%~~8.5% in Australia resulting in an annualized since inception total return of ~~7.9% (FX~~7.5% (foreign exchange neutral) ~~as of March 31, 2023.~~

~~The following table summarizes the equity investment in unconsolidated international affiliated funds from APCF~~ as of June 30, ~~2023 ($ in thousands):~~


	~~Investment in APCF~~
~~Balance as of December 31, 2022~~	$	~~48,871~~

~~Income distributions~~	~~(615)~~
~~Income from equity investment in unconsolidated international affiliated fund~~	~~3,137~~

~~Balance at June 30, 2023~~	$	~~51,393~~

2023.

Table of Contents

Loss from equity investments in unconsolidated international affiliated funds from APCF for the three and ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$1.3~~$1.9 million and ~~$1.2~~$0.7 million, respectively.

Investments in Commercial Mortgage Loans

The following table summarizes our investments in commercial mortgage loans as of ~~June~~September 30, 2023 ($ in thousands):

Investment Name

Origination Date

Loan Type

Property Type

Location

Interest Rate

Maturity Date

Periodic Payment Terms

Commitment Amount

Principal Receivable

Fair Value

Investment Name

Origination Date

Loan Type

Property Type

Location

Interest Rate

Maturity Date

Periodic Payment Terms

Commitment Amount

Principal Receivable

Fair Value

9-90 Corporate Center(1)

11/9/2021

Senior

Office

Framingham, MA

LIBOR + 175 bps

11/9/2024

Interest only

$72,033

$63,577

$62,135

9-90 Corporate Center(1)

11/9/2021

Senior

Office

Framingham, MA

SOFR + 175 bps

11/9/2024

Interest only

$72,033

$64,095

$62,730

9-90 Corporate Center

11/9/2021

Mezzanine

Office

Framingham, MA

LIBOR + 575 bps

11/9/2024

Interest only

$23,344

$21,192

$20,452

9-90 Corporate Center

11/9/2021

Mezzanine

Office

Framingham, MA

SOFR + 575 bps

11/9/2024

Interest only

$23,344

$21,365

$20,714

Panorama House(1)

11/16/2021

Senior

Multifamily

Roseville, CA

SOFR + 165 bps

12/9/2025

Interest only

$66,488

$65,940

Panorama House(1)

11/16/2021

Senior

Multifamily

Roseville, CA

SOFR + 165 bps

12/9/2025

Interest only

$66,488

$65,990

Panorama House

11/16/2021

Mezzanine

Multifamily

Roseville, CA

SOFR + 597 bps

12/9/2025

Interest only

$22,163

$21,220

Panorama House

11/16/2021

Mezzanine

Multifamily

Roseville, CA

SOFR + 597 bps

12/9/2025

Interest only

$22,163

$21,300

Tucson IV

3/28/2022

Senior

Multifamily

Tuscon, AZ

SOFR + 295 bps

4/9/2025

Interest only

$76,260

$72,464

$72,747

Tucson IV

3/28/2022

Senior

Multifamily

Tucson, AZ

SOFR + 295 bps

4/9/2025

Interest only

$76,260

$72,803

$73,050

Tucson IV

3/28/2022

Mezzanine

Multifamily

Tuscon, AZ

SOFR + 295 bps

4/9/2025

Interest only

$25,420

$24,155

$22,362

Tucson IV

3/28/2022

Mezzanine

Multifamily

Tucson, AZ

SOFR + 295 bps

4/9/2025

Interest only

$25,420

$24,268

$22,680

Dolce Living Royal Palm(1)

7/8/2022

Senior

Multifamily

Kissimmee, FL

SOFR + 185 bps

7/9/2024

Interest only

$51,432

$51,280

Dolce Living Royal Palm(1)

7/8/2022

Senior

Multifamily

Kissimmee, FL

SOFR + 185 bps

7/9/2024

Interest only

$51,432

$51,360

Dolce Living Royal Palm

7/8/2022

Mezzanine

Multifamily

Kissimmee, FL

SOFR + 525 bps

7/9/2024

Interest only

$17,144

$16,910

Dolce Living Royal Palm

7/8/2022

Mezzanine

Multifamily

Kissimmee, FL

SOFR + 525 bps

7/9/2024

Interest only

$17,144

$16,960

Luxe Scottsdale(1)

7/19/2022

Mezzanine

Multifamily

Scottsdale, AZ

SOFR + 570 bps

8/9/2025

Interest only

$17,043

$17,109

$16,698

Luxe Scottsdale(1)

7/19/2022

Mezzanine

Multifamily

Scottsdale, AZ

SOFR + 570 bps

8/9/2025

Interest only

$17,043

$17,109

$16,740

Total

$349,744

Total

$351,524

(1) During the year ended December 31, 2022, ~~the Company~~we sold four senior loans to unaffiliated parties, receiving total proceeds of $208.5 million, which are net of disposition fees and additional fundings. The senior loan sales, with the exception of Luxe Scottsdale, did not qualify for sale accounting under US GAAP and as such, the loans were not de-recognized.

In accordance with the adoption of the fair value option allowed under ASC 825, Financial Instruments, and at our election, the existing commercial mortgage loans are stated at fair value and were initially valued at the face amount of the loan funding. Subsequently, the commercial mortgage loans ~~will be~~are 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 will be 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.

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, we had unrealized ~~losses~~gains (losses) on our commercial mortgage loans of $0.4 million and $(1.3) million, respectively. For the three and nine months ended September 30, 2022, we had unrealized gains (losses) on our commercial mortgage loans of $0.7 million and ~~$1.7~~$(1.6) million, respectively. ~~For the three and six months ended June 30, 2022, we had unrealized losses on our commercial mortgage loans of $2.2 million for each period.~~

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, we recognized interest ~~income and loan origination fee~~ income from our investment in commercial mortgage loans of ~~$7.1~~$7.5 million and ~~$13.5~~$21.0 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, we recognized interest income and loan origination fee income from our investment in commercial mortgage loans of ~~$1.9~~$5.6 million and ~~$3.9~~$9.5 million, respectively.

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Factors Impacting Our Operating Results

The Company’s businesses are affected by conditions in the financial markets and economic conditions in the United States and to a lesser extent, elsewhere in the world. During the ~~six~~nine months ended ~~June~~September 30, 2023, global markets continued to experience significant volatility, driven by concerns over persistent inflation, rising interest rates, slowing economic growth and geopolitical uncertainty. Recent bank failures and consolidations, and other events affecting financial institutions, have also contributed to volatility in global markets and resulted in diminished liquidity and credit availability in the market broadly. Continued inflation has prompted central banks to take monetary policy tightening actions, including raising interest rates, which has created further uncertainty for the economy. Additionally, rising interest rates, increasing costs and supply chain issues may continue to dampen consumer spending and slow corporate profit growth, which may negatively impact equity values. It remains difficult to predict the full impact of recent events and any future changes in interest rates or inflation.

Results of operations are also dependent on the rental revenue we receive from the properties that we acquire, the timing of lease expirations, operating expenses, the competitive environment for real estate assets and income from our investments in real estate-related securities, real estate debt, commercial mortgages, and the International Affiliated Funds. Real estate has produced strong returns over the last few years and has priced in the effects of higher inflation and monetary policy to a more limited extent than other asset classes. Higher market rents, particularly from industrial, self-storage and housing properties, are translating into strong net operating income growth, and investors are continuing to view real estate as a key portfolio diversifier in a high-inflation environment. U.S. commercial real estate should benefit even during a rising interest rate environment, as real-estate assets will continue to be a higher-yielding alternative to fixed-income assets in the short term.

Competitive Environment

We face competition from a diverse mix of market participants, including but not limited to other companies with similar business models, REITs, private equity funds, independent investors ~~hedge funds~~ and other real estate investors. Competition from others may diminish our opportunity 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.

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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.

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 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 have elected to be taxed as a REIT for U.S. federal income tax ~~purposes commencing with the taxable year ended December 31, 2018.~~purposes. 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 qualifying for taxation as a REIT under the Internal Revenue Code (the “Code”), we are subject to federal corporate income tax to the extent we distribute less than 100% of our REIT taxable income (including any 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.

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Results of Operations

The following table sets forth the results of our operations for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 ($ in thousands):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2023		2022		2023 vs 2022		2023		2022		2023 vs 2022			2023		2022		2023 vs 2022		2023		2022		2023 vs 2022
Revenues	Revenues													Revenues
Rental revenue	Rental revenue	$	43,648	$	24,482	$	19,166	$	85,982	$	46,150	$	39,832	Rental revenue	$	43,384	$	31,427	$	11,957	$	129,366	$	77,577	$	51,789
Income from commercial mortgage loans	Income from commercial mortgage loans	7,052		1,897		5,155		13,537		3,892		9,645		Income from commercial mortgage loans	7,471		5,587		1,884		21,008		9,479		11,529
Total revenues	Total revenues	50,700		26,379		24,321		99,519		50,042		49,477		Total revenues	50,855		37,014		13,841		150,374		87,056		63,318
Expenses	Expenses													Expenses
Rental property operating	Rental property operating	14,780		7,785		6,995		29,719		15,346		14,373		Rental property operating	14,977		10,040		4,937		44,696		25,386		19,310
General and administrative	General and administrative	1,946		2,525		(579)		4,383		4,621		(238)		General and administrative	2,641		2,491		150		7,024		7,112		(88)
Advisory fee due to affiliate	Advisory fee due to affiliate	7,907		6,431		1,476		15,949		11,137		4,812		Advisory fee due to affiliate	7,847		7,583		264		23,796		18,720		5,076
Depreciation and amortization	Depreciation and amortization	21,648		14,040		7,608		42,908		26,407		16,501		Depreciation and amortization	21,047		17,357		3,690		63,955		43,764		20,191
Total expenses	Total expenses	46,281		30,781		15,500		92,959		57,511		35,448		Total expenses	46,512		37,471		9,041		139,471		94,982		44,489
Other income (expense)	Other income (expense)													Other income (expense)
Realized and unrealized gain (loss) from real estate-related securities		2,305		(18,534)		20,839		5,301		(21,938)		27,239
Realized and unrealized gain (loss) from real estate debt		746		(1,812)		2,558		343		(2,518)		2,861
Realized and unrealized loss from real estate-related securities														Realized and unrealized loss from real estate-related securities	(9,609)		(10,663)		1,054		(4,308)		(32,601)		28,293
Realized and unrealized loss from real estate debt														Realized and unrealized loss from real estate debt	(708)		(819)		111		(365)		(3,337)		2,972
(Loss) income from equity investment in unconsolidated international affiliated funds	(Loss) income from equity investment in unconsolidated international affiliated funds	(2,799)		4,126		(6,925)		(3,154)		4,985		(8,139)		(Loss) income from equity investment in unconsolidated international affiliated funds	(2,870)		436		(3,306)		(6,024)		5,421		(11,445)
Unrealized loss on commercial mortgage loans		(748)		(2,248)		1,500		(1,697)		(2,248)		551
Unrealized loss from interest rate derivatives		(112)		—		(112)		(112)		—		(112)
Unrealized gain (loss) on commercial mortgage loans														Unrealized gain (loss) on commercial mortgage loans	431		670		(239)		(1,266)		(1,578)		312
Unrealized gain from interest rate derivatives														Unrealized gain from interest rate derivatives	136		—		136		24		—		24
Unrealized loss on note payable	Unrealized loss on note payable	(80)		—		(80)		(110)		—		(110)		Unrealized loss on note payable	(20)		—		(20)		(130)		—		(130)
Interest income	Interest income	2,216		1,177		1,039		4,100		1,507		2,593		Interest income	2,381		1,541		840		6,481		3,048		3,433
Interest expense	Interest expense	(9,929)		(3,147)		(6,782)		(18,558)		(4,943)		(13,615)		Interest expense	(10,788)		(4,685)		(6,103)		(29,346)		(9,628)		(19,718)
Total other income (expense)	Total other income (expense)	(8,401)		(20,438)		12,037		(13,887)		(25,155)		11,268		Total other income (expense)	(21,047)		(13,520)		(7,527)		(34,934)		(38,675)		3,741
Net loss	Net loss	(3,982)		(24,840)		20,858		(7,327)		(32,624)		25,297		Net loss	(16,704)		(13,977)		(2,727)		(24,031)		(46,601)		22,570
Net loss attributable to non-controlling interests in third party joint ventures	Net loss attributable to non-controlling interests in third party joint ventures	(22)		(41)		19		(58)		(22)		(36)		Net loss attributable to non-controlling interests in third party joint ventures	(21)		(25)		4		(79)		(47)		(32)
Net income attributable to preferred stock	Net income attributable to preferred stock	4		4		—		8		8		—		Net income attributable to preferred stock	3		3		—		11		11		—
Net loss attributable to common stockholders	Net loss attributable to common stockholders	$	(3,964)	$	(24,803)	$	20,839	$	(7,277)	$	(32,610)	$	25,333	Net loss attributable to common stockholders	$	(16,686)	$	(13,955)	$	(2,731)	$	(23,963)	$	(46,565)	$	22,602

Rental Revenue and Rental Property Operating Expenses

Due to acquisitions of real estate we have made since ~~June~~September 30, 2022, our rental revenues and rental property operating expenses for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 are not comparable. However, certain properties in our portfolio were owned for both the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 and are further discussed below in "Same Property Results of Operations."

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Income from Commercial Mortgage Loans

During the three and ~~six~~nine months ended ~~June~~September 30, 2023, income from commercial mortgage loans increased ~~$5.2~~$1.9 million and ~~$9.6~~$11.5 million in comparison to the corresponding ~~periods~~period in 2022, due to the origination of three commercial mortgages in July 2022, as well as the impact of rising interest ~~rates.~~rates in 2023.

General and Administrative Expenses

During the three ~~and six~~ months ended ~~June~~September 30, 2023, general and administrative expenses increased by $0.2 million in comparison to the corresponding period in 2022. This increase was primarily driven by increased volume-based fund administrator fees resulting from new property acquisitions. During the nine months ended September 30, 2023, general and administrative expenses decreased by ~~$0.6 million and $0.2~~$0.1 million in comparison to the corresponding ~~periods~~period in 2022, primarily ~~due~~ attributable to a decrease in disposition ~~fees related to the sale of two mezzanine loans in 2022.~~fees.

Advisory Fee Due to Affiliate

During the three and ~~six~~nine months ended ~~June~~September 30, 2023, the advisory fee due to affiliate increased by ~~$1.5~~$0.3 million and ~~$4.8~~$5.1 million as compared to the corresponding periods in 2022 due to the growth of our NAV.

Depreciation and Amortization

During the three and ~~six~~nine months ended ~~June~~September 30, 2023, depreciation and amortization increased by ~~$7.6~~$3.7 million and ~~$16.5~~$20.2 million, respectively, in comparison to the corresponding periods in 2022 primarily due to acquisitions of real estate.

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

~~Realized~~During the three and nine months ended September 30, 2023, realized and unrealized ~~gain (loss)~~losses from real estate-related securities ~~went from losses of $(18.5)~~decreased by $1.1 million and ~~$(21.9)~~$28.3 million, ~~for~~respectively, in comparison to the ~~three and six months ended June 30,~~corresponding periods in 2022, ~~respectively, to gains of $2.3 million and $5.3 million for the three and six months ended June 30, 2023, respectively. The changes from losses to gains were~~primarily driven by more favorable market conditions.

Realized and Unrealized Gain (Loss) from Real Estate Debt

~~Realized~~During the three and nine months ended September 30, 2023, realized and unrealized ~~gain (loss)~~loss from real estate debt ~~went from losses of $(1.8)~~decreased by $0.1 million and ~~$(2.5)~~$3.0 million, ~~for~~respectively, in comparison to the ~~three and six months ended June 30,~~corresponding periods in 2022 ~~respectively, to gains of $0.7 million and $0.3 million for the three and six months ended June 30, 2023, respectively. The changes from losses to gains were~~ driven by tightening ~~spreads and the impact of rising interest rates on fixed-rate securities.~~spreads.

Unrealized ~~Loss~~Gain (Loss) on Commercial Mortgage Loans

During the three ~~and six~~ months ended ~~June~~September 30, 2023, unrealized gains on commercial mortgage loans decreased by $0.2 million in comparison to the corresponding period in 2022. During the nine months ended September 30, 2023, unrealized losses on commercial mortgage loans decreased ~~$1.5~~by $0.3 million ~~and $0.6 million, respectively,~~ in comparison to the corresponding ~~periods~~period in 2022. The ~~decreases~~changes were primarily driven by the ~~tightening~~widening of floating rate spreads.

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

Income (loss) from equity investments in unconsolidated international affiliated funds went from income of ~~$4.1~~$0.4 million and ~~$5.0~~$5.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, to losses of ~~$(2.8)~~$(2.9) million and ~~$(3.2)~~$(6.0) million for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively. The change from income to loss was primarily driven by valuation losses in the ~~residential~~office and ~~office~~logistics markets for ECF ~~partially offset by~~and APCF as well as foreign currency ~~gains~~losses due to the strengthening of the ~~Euro.~~US dollar.

Interest Income

During the three and ~~six~~nine months ended ~~June~~September 30, 2023, interest income increased ~~$1.0~~$0.8 million and ~~$2.6~~$3.4 million, respectively, compared to the corresponding periods in 2022 due to increased bond income from our CMBS investments.

Interest Expense

During the three and ~~six~~nine months ended ~~June~~September 30, 2023, interest expense increased ~~$6.8~~$6.1 million and ~~$13.6~~$19.7 million, respectively, compared to the corresponding periods in 2022 due to additional borrowings on our credit facility, new borrowings on our mortgages and note payable, and the impact of rising interest rates.

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, real estate debt, commercial mortgage loans, single-family housing and International Affiliated Funds segments to be same property.

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For the three months ended ~~June~~September 30, 2023, our same property portfolio consisted of 1922 industrial, 14 healthcare, five multifamily, three office, and one retail property. For the ~~six~~nine months ended ~~June~~September 30, 2023, our same property portfolio consisted of 14 healthcare, 11 industrial, five multifamily, three office, and one retail 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 (iii) other ~~non-property related~~non-property-related revenue and expense items such as (a) general and administrative expenses, (b) management fee, (c) interest income, (d) income from real estate-related securities, (e) income from equity investment in unconsolidated international affiliated funds and (f) income from commercial mortgage loans.

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).

~~Table of Contents~~

The following table reconciles GAAP net income attributable to our stockholders to same property NOI for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 ($ in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Net loss attributable to common stockholders	Net loss attributable to common stockholders	$	(3,964)	$	(24,803)	$	(7,277)	$	(32,610)	Net loss attributable to common stockholders	$	(16,686)	$	(13,955)	$	(23,963)	$	(46,565)
Adjustments to reconcile to same property NOI	Adjustments to reconcile to same property NOI									Adjustments to reconcile to same property NOI
General and administrative	General and administrative	1,946		2,525		4,383		4,621		General and administrative	2,641		2,491		7,024		7,112
Advisory fee due to affiliate	Advisory fee due to affiliate	7,907		6,431		15,949		11,137		Advisory fee due to affiliate	7,847		7,583		23,796		18,720
Depreciation and amortization	Depreciation and amortization	21,648		14,040		42,908		26,407		Depreciation and amortization	21,047		17,357		63,955		43,764
Realized and unrealized (gain) loss from real estate-related securities		(2,305)		18,534		(5,301)		21,938
Realized and unrealized loss from real estate-related securities										Realized and unrealized loss from real estate-related securities	9,609		10,663		4,308		32,601
Income from commercial mortgage loans	Income from commercial mortgage loans	(7,052)		(1,897)		(13,537)		(3,892)		Income from commercial mortgage loans	(7,471)		(5,587)		(21,008)		(9,479)
Realized and unrealized (gain) loss from real estate debt		(746)		1,812		(343)		2,518
Realized and unrealized loss from real estate debt										Realized and unrealized loss from real estate debt	708		819		365		3,337
Loss (income) from equity investments in unconsolidated international affiliated funds	Loss (income) from equity investments in unconsolidated international affiliated funds	2,799		(4,126)		3,154		(4,985)		Loss (income) from equity investments in unconsolidated international affiliated funds	2,870		(436)		6,024		(5,421)
Unrealized loss on commercial mortgage loans		748		2,248		1,697		2,248
Unrealized loss from interest rate derivatives		112		—		112		—
Unrealized (gain) loss on commercial mortgage loans										Unrealized (gain) loss on commercial mortgage loans	(431)		(670)		1,266		1,578
Unrealized gain from interest rate derivatives										Unrealized gain from interest rate derivatives	(136)		—		(24)		—
Unrealized loss on note payable	Unrealized loss on note payable	80		—		110		—		Unrealized loss on note payable	20		—		130		—
Interest income	Interest income	(2,216)		(1,177)		(4,100)		(1,507)		Interest income	(2,381)		(1,541)		(6,481)		(3,048)
Interest expense	Interest expense	9,929		3,147		18,558		4,943		Interest expense	10,788		4,685		29,346		9,628
Loss attributable to non-controlling interests in third party joint ventures	Loss attributable to non-controlling interests in third party joint ventures	(22)		(41)		(58)		(22)		Loss attributable to non-controlling interests in third party joint ventures	(21)		(25)		(79)		(47)
Series A Preferred Stock	Series A Preferred Stock	4		4		8		8		Series A Preferred Stock	3		3		11		11
NOI	NOI	$	28,868	$	16,697	$	56,263	$	30,804	NOI	$	28,407	$	21,387	$	84,670	$	52,191
Non-same property NOI	Non-same property NOI	11,512		471		26,131		2,893		Non-same property NOI	11,185		4,575		39,741		9,594
Same property NOI	Same property NOI	$	17,356	$	16,226	$	30,132	$	27,911	Same property NOI	$	17,222	$	16,812	$	44,929	$	42,597

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The following table details the components of same property NOI for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 ($ in thousands):


		Three Months Ended June 30,				2023 vs 2022				Six Months Ended June 30,				2023 vs 2022					Three Months Ended September 30,				2023 vs 2022				Nine Months Ended September 30,				2023 vs 2022
		2023		2022		$		%		2023		2022		$		%			2023		2022		$		%		2023		2022		$		%
Same property rental revenue	Same property rental revenue																	Same property rental revenue
Multifamily	Multifamily	$	7,231	$	6,982	$	249	4	%	$	14,380	$	13,461	$	919	7	%	Multifamily	$	7,463	$	6,749	$	714	11	%	$	21,843	$	20,210	$	1,633	8	%
Industrial	Industrial	7,066		6,626		440		7	%	9,299		8,736		563		6	%	Industrial	8,164		7,517		647		9	%	13,934		13,419		515		4	%
Healthcare	Healthcare	5,570		5,510		60		1	%	11,065		10,597		468		4	%	Healthcare	5,683		5,439		244		4	%	16,749		16,036		713		4	%
Office	Office	2,448		2,400		48		2	%	4,862		4,676		186		4	%	Office	2,645		2,442		203		8	%	7,507		7,118		389		5	%
Retail	Retail	2,299		1,622		677		42	%	4,098		3,321		777		23	%	Retail	1,620		1,714		(94)		(5)	%	5,718		5,035		683		14	%
Total revenues	Total revenues	24,614		23,140		1,474		6	%	43,704		40,791		2,913		7	%	Total revenues	25,575		23,861		1,714		7	%	65,751		61,818		3,933		6	%
Same property operating expenses	Same property operating expenses																	Same property operating expenses
Multifamily	Multifamily	3,060		2,746		314		11	%	6,030		5,464		566		10	%	Multifamily	3,224		2,978		246		8	%	9,254		8,441		813		10	%
Industrial	Industrial	1,728		1,911		(183)		(10)	%	2,550		2,449		101		4	%	Industrial	2,440		1,886		554		29	%	3,887		3,627		260		7	%
Healthcare	Healthcare	1,472		1,332		140		11	%	2,991		3,018		(27)		(1)	%	Healthcare	1,623		1,218		405		33	%	4,614		4,237		377		9	%
Office	Office	632		583		49		8	%	1,268		1,197		71		6	%	Office	610		551		59		11	%	1,878		1,748		130		7	%
Retail	Retail	366		342		24		7	%	733		752		(19)		(3)	%	Retail	456		416		40		10	%	1,189		1,168		21		2	%
Total expenses	Total expenses	7,258		6,914		344		5	%	13,572		12,880		692		5	%	Total expenses	8,353		7,049		1,304		18	%	20,822		19,221		1,601		8	%
Same property NOI	Same property NOI	$	17,356	$	16,226	$	1,130	7	%	$	30,132	$	27,911	$	2,221	8	%	Same property NOI	$	17,222	$	16,812	$	410	2	%	$	44,929	$	42,597	$	2,332	5	%

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 and ~~six~~nine months ended ~~June~~September 30, 2023, rental revenues increased ~~$1.5~~$1.7 million and ~~$2.9~~$3.9 million, respectively, across the same property portfolio as compared to the corresponding periods in 2022.

For the three months ended ~~June~~September 30, 2023, the increase was primarily driven by increased market rents at our same property industrial , healthcare, and multifamily investments ~~increases in~~and recovery income at certain of our industrial and ~~retail properties, and an increase in lease termination income at one of our retail~~healthcare properties.

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For the ~~six~~nine months ended ~~June~~September 30, 2023, the increase was primarily related to increased market rents at our same property industrial, healthcare, and multifamily investments, increases in recovery income at certain of our industrial, healthcare, and retail properties, and ~~an increase in~~ lease termination income at one of our retail properties.

Same Property—Expenses

Same property rental property operating expenses primarily includes real estate taxes, utilities and other maintenance expenses associated with our real estate properties. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, property operating expenses increased ~~$0.3~~$1.3 million and ~~$0.7~~$1.6 million, respectively, across the same property portfolio as compared to the corresponding periods in 2022.

For the three and nine months ended ~~June~~September 30, 2023, the increases were driven by ~~higher~~increased real estate ~~tax accruals~~taxes at certain of our multifamily, industrial and healthcare properties ~~and~~as well as higher property insurance ~~accruals~~ at certain of our ~~healthcare properties, partially offset by net decreases in real estate tax accruals at certain of our industrial properties.~~

~~For the six months ended June 30, 2023, the increases were driven by higher real estate tax accruals at certain of our multifamily~~office and ~~industrial properties, partially offset by net decreases in real estate tax accruals at certain of our~~ healthcare properties.

Liquidity and Capital Resources

We believe we are well positioned from a liquidity perspective with approximately ~~$493.1~~$458.7 million of liquidity as of ~~June~~September 30, 2023, ~~comprised~~consisting of ~~$219.5~~$209.0 million of an undrawn unsecured ~~Revolving Credit Facility,~~revolving credit facility, approximately ~~$240.3~~$219.6 million in investments in real estate debt securities and real estate-related equity securities and ~~$33.3~~$30.1 million of unrestricted cash on hand, that could be liquidated to satisfy any potential liquidity requirements.

Our primary needs for liquidity and capital resources are to fund our investments, to make distributions to our stockholders, to repurchase shares of our common stock pursuant to our share repurchase plan, to pay our offering and operating expenses and capital expenditures and to pay debt service on the outstanding indebtedness we incur. Our operating expenses include, among other things, fees and expenses related to managing our properties and other investments, the ~~management~~advisory fee we pay to the Advisor and general corporate expenses.

In addition to our current liquidity, we obtain incremental liquidity through the sale of shares of our common stock in our continuous public offering and private offerings, from which we have received net proceeds of $2.2 billion as of ~~June~~September 30, 2023.

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The following table is a summary of our indebtedness as of ~~June~~September 30, 2023 and December 31, 2022 ($ in thousands):


		June 30, 2023				Principal Balance as of					September 30, 2023				Principal Balance as of
Indebtedness	Indebtedness	Weighted Average Interest Rate(1)	Weighted Average Maturity Date(2)	Maximum Facility Size		June 30, 2023		December 31, 2022		Indebtedness	Weighted Average Interest Rate(1)	Weighted Average Maturity Date(2)	Maximum Facility Size		September 30, 2023		December 31, 2022
Fixed rate mortgage loans secured by our properties:	Fixed rate mortgage loans secured by our properties:									Fixed rate mortgage loans secured by our properties:
Fixed rate mortgages(3)	Fixed rate mortgages(3)	3.06%	2/20/2028	$	175,759	$	175,759	$	175,884	Fixed rate mortgages(3)	3.06%	2/20/2028	$	175,644	$	175,644	$	175,884
Variable rate mortgage loans secured by our properties:	Variable rate mortgage loans secured by our properties:									Variable rate mortgage loans secured by our properties:
Variable rate mortgage loans	Variable rate mortgage loans	+0.70%	12/31/2032	20,870		20,870		20,173		Variable rate mortgage loans	+0.70%	12/31/2032	20,210		20,210		20,173
Total mortgage loans secured by our properties	Total mortgage loans secured by our properties					196,629		196,057		Total mortgage loans secured by our properties					195,854		196,057
Deferred financing costs, net	Deferred financing costs, net					(811)		(865)		Deferred financing costs, net					(776)		(865)
Discount on assumed mortgage notes	Discount on assumed mortgage notes					(6,679)		(7,284)		Discount on assumed mortgage notes					(6,386)		(7,284)
Total net mortgage loans secured by our properties	Total net mortgage loans secured by our properties					189,139		187,908		Total net mortgage loans secured by our properties					188,692		187,908

Variable rate loans secured by other investments:	Variable rate loans secured by other investments:									Variable rate loans secured by other investments:
Variable rate note payable	Variable rate note payable	+1.65%	4/09/2025	69,263		69,263		69,263		Variable rate note payable	+1.65%	4/09/2025	69,263		69,263		69,263
Total loans secured by our investments						$	258,402	$	257,171
Total loans secured by other investments										Total loans secured by other investments					$	257,955	$	257,171

Unsecured loans:	Unsecured loans:									Unsecured loans:

Unsecured variable rate revolving credit facility(4)										Unsecured variable rate revolving credit facility(4)	+applicable margin	9/30/2024	321,000		112,000		90,000
Unsecured variable rate DDTL facility	Unsecured variable rate DDTL facility	+applicable margin	9/30/2024	321,000		$	101,500	$	90,000	Unsecured variable rate DDTL facility	+applicable margin	9/30/2026	134,000		134,000		100,000
Unsecured variable rate revolving credit facility(4)		+applicable margin	9/30/2026	134,000		134,000		100,000
Total unsecured loans	Total unsecured loans			455,000		235,500		190,000		Total unsecured loans			455,000		246,000		190,000

Total indebtedness	Total indebtedness			$	720,892	$	493,902	$	447,171	Total indebtedness			$	720,117	$	503,955	$	447,171

(1) "+" refers to the relevant floating benchmark, which include one-month SOFR and one-month CIBOR, as applicable to each secured or unsecured loan.

(2) Weighted average maturity assumes maximum maturity date.

(3) See "Note 10. Mortgages Payable" for additional information related to the Company's variable and fixed rate mortgage loans.

(4) Additional borrowing under the Company's unsecured variable rate revolving credit facility is immediately available.

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Capital Uses

During periods when we are selling more shares than we are repurchasing, we primarily use our capital to acquire our investments, which we also fund with other capital resources. During periods when we are repurchasing more shares than we are selling, we primarily use our capital to fund repurchases. ~~During~~In May 2023, we received repurchase requests that exceeded the 2% monthly limit under our share repurchase plan. Our board of directors, including all of our independent directors, unanimously authorized repurchases in excess of the 2% limit for May 2023 such that 100% of share repurchase requests timely received in May 2023 were satisfied. We continue to believe that our current liquidity position is sufficient to meet the needs of our ~~business.~~business, and all repurchase requests from our inception through September 30, 2023 have been satisfied.

In addition, we may have other funding obligations, which we expect to satisfy with the cash flows generated from our investments and our capital resources described above. Such obligations may include distributions to our stockholders, operating expenses, capital expenditures, repayment of indebtedness, and debt service on our outstanding indebtedness. Our operating expenses include, among other things, the ~~management~~advisory fee we pay to the Advisor, which will impact our liquidity.

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Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 ($ in thousands):


		Six Months Ended June 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
Cash flows provided by operating activities	Cash flows provided by operating activities	$	45,117	$	33,719	Cash flows provided by operating activities	$	58,481	$	55,082
Cash flows used in investing activities	Cash flows used in investing activities	(47,250)		(445,554)		Cash flows used in investing activities	(43,490)		(1,066,457)
Cash flows (used in) provided by financing activities	Cash flows (used in) provided by financing activities	(13,520)		727,913		Cash flows (used in) provided by financing activities	(39,095)		1,034,044
Net (decrease) increase in cash and cash equivalents and restricted cash	Net (decrease) increase in cash and cash equivalents and restricted cash	$	(15,653)	$	316,078	Net (decrease) increase in cash and cash equivalents and restricted cash	$	(24,104)	$	22,669

Cash flows provided by operating activities increased ~~$11.4~~$3.4 million during the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the corresponding period in 2022. The increase was due to growth in the size of our portfolio.

Cash flows used in investing activities decreased ~~$398.3~~$1,023.0 million during the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the corresponding period in 2022 due primarily to a ~~$221.9~~$677.9 million decrease in acquisitions of real estate, ~~investments,~~ a decrease in loan originations and fundings of ~~$92.1~~$248.5 million, and reduced net purchases of real estate-related securities and real estate debt of ~~$83.5~~$101.7 million.

Cash flows (used in) provided by financing activities decreased by ~~$741.4~~$1,073.1 million during the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the corresponding period in 2022 primarily due to a ~~$533.2~~$648.7 million decrease in proceeds from the issuance of common stock and subscriptions received in advance, along with a decrease in proceeds from the sale of loan participations of ~~$107.8~~$174.0 million, a decrease in proceeds from our note payable of $69.3 million and an increase in common stock repurchases of ~~$152.5~~$238.7 million, partially offset by a decrease in net repayments on the Credit Facility of ~~$128.5~~$69.0 million.

Funds from Operations and Adjusted Funds from Operations

We believe funds from operations (“FFO”) is a meaningful supplemental non-GAAP operating 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 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 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, amortization of deferred financing costs and mortgage discount, organization costs, unrealized gains or losses from changes in fair value of real estate-related securities and real estate debt, unrealized loss on commercial mortgage loans and note payable, amortization of restricted stock awards and unrealized loss 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.

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Net loss	Net loss	$	(3,982)	$	(24,840)	$	(7,327)	$	(32,624)	Net loss	$	(16,704)	$	(13,977)	$	(24,031)	$	(46,601)
Adjustments:	Adjustments:									Adjustments:
Real estate depreciation and amortization	Real estate depreciation and amortization	21,648		14,040		42,908		26,407		Real estate depreciation and amortization	21,047		17,357		63,955		43,764
Amount attributable to non-controlling interests for above adjustments	Amount attributable to non-controlling interests for above adjustments	(88)		(22)		(179)		(55)		Amount attributable to non-controlling interests for above adjustments	(85)		44		(264)		(11)
Funds from Operations attributable to common stockholders	Funds from Operations attributable to common stockholders	17,578		(10,822)		35,402		(6,272)		Funds from Operations attributable to common stockholders	4,258		3,424		39,660		(2,848)
Straight-line rental income	Straight-line rental income	(1,132)		(439)		(2,433)		(1,056)		Straight-line rental income	(888)		(773)		(3,321)		(1,829)
Amortization of above-and-below market lease intangibles	Amortization of above-and-below market lease intangibles	(1,027)		(1,044)		(2,056)		(1,713)		Amortization of above-and-below market lease intangibles	(1,031)		(781)		(3,087)		(2,494)
Amortization of deferred financing costs	Amortization of deferred financing costs	317		—		581		—		Amortization of deferred financing costs	319		—		900		—
Amortization of mortgage discount	Amortization of mortgage discount	295		—		605		—		Amortization of mortgage discount	294		—		899		—
Unrealized (gain) loss from changes in fair value of real estate-related securities		(2,718)		21,338		(6,434)		28,356
Unrealized (gain) loss from changes in fair value of real estate debt		(803)		1,812		(400)		2,514
Unrealized loss on commercial mortgage loans		748		2,248		1,697		2,248
Unrealized loss from interest rate derivatives		112		—		112		—
Unrealized loss (gain) from changes in fair value of real estate-related securities										Unrealized loss (gain) from changes in fair value of real estate-related securities	5,292		11,213		(1,142)		39,569
Unrealized loss from changes in fair value of real estate debt										Unrealized loss from changes in fair value of real estate debt	696		818		296		3,333
Unrealized (gain) loss on commercial mortgage loans										Unrealized (gain) loss on commercial mortgage loans	(431)		(670)		1,266		1,578
Unrealized gain from interest rate derivatives										Unrealized gain from interest rate derivatives	(136)		—		(24)		—
Unrealized loss on note payable	Unrealized loss on note payable	80		—		110		—		Unrealized loss on note payable	20		—		130		—
Amortization of restricted stock awards	Amortization of restricted stock awards	53		(54)		106		39		Amortization of restricted stock awards	91		66		197		105
Unrealized loss (income) from investments in international affiliated funds	Unrealized loss (income) from investments in international affiliated funds	3,744		(3,236)		5,461		(3,513)		Unrealized loss (income) from investments in international affiliated funds	3,539		(219)		9,000		(3,732)
Adjusted Funds from Operations attributable to stockholders	Adjusted Funds from Operations attributable to stockholders	$	17,247	$	9,803	$	32,751	$	20,603	Adjusted Funds from Operations attributable to stockholders	$	12,023	$	13,078	$	44,774	$	33,682

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 time of the applicable record date.

Our distribution policy reflects our intention to pay distributions monthly, subject to the discretion of the board of directors. The net distribution varies for each class based on the applicable stockholder servicing fee and advisory fee, which is deducted from the monthly distribution per share and paid directly to the applicable recipient.

Distributions

We declare monthly distributions for each class of our common stock which are generally paid within 30 days after month-end. Each class of our common stock received the same gross distribution per share, which was ~~$0.2096~~$0.2055 and ~~$0.4224~~$0.6279 per share for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively. The net distribution varies for each class based on the applicable stockholder servicing fee and advisory fee, which are deducted from the monthly distribution per share.

For the three and ~~six~~nine months ended ~~June~~September 30, 2023, we declared and paid distributions of ~~$29.9~~$29.3 million and ~~$60.3~~$89.6 million, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, we declared and paid distributions in the amount of ~~$22.8~~$27.5 million and ~~$40.3~~$67.8 million, respectively. The ~~June~~September 2023 distribution was declared and paid in ~~July~~October 2023.

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The following tables detail the aggregate distribution declared and paid for each of our share classes for the three and ~~six~~nine months ended ~~June~~September 30, 2023:


		Three Months Ended June 30, 2023											Three Months Ended September 30, 2023
		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	$	0.2096	$	0.2096	$	0.2096	$	0.2096	$	0.2096	Gross distribution per share of common stock	$	0.2055	$	0.2055	$	0.2055	$	0.2055	$	0.2055
Advisory fee per share of common stock	Advisory fee per share of common stock	(0.0408)		(0.0375)		(0.0376)		(0.0365)		(0.0249)		Advisory fee per share of common stock	(0.0380)		(0.0367)		(0.0377)		(0.0364)		(0.0216)
Stockholder servicing fee per share of common stock	Stockholder servicing fee per share of common stock	(0.0266)		(0.0269)		(0.0077)		—		—		Stockholder servicing fee per share of common stock	(0.0262)		(0.0262)		(0.0077)		—		—
Net distribution per share of common stock	Net distribution per share of common stock	$	0.1422	$	0.1452	$	0.1643	$	0.1731	$	0.1847	Net distribution per share of common stock	$	0.1413	$	0.1426	$	0.1601	$	0.1691	$	0.1839


		Six Months Ended June 30, 2023											Nine Months Ended September 30, 2023
		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	$	0.4224	$	0.4224	$	0.4224	$	0.4224	$	0.4224	Gross distribution per share of common stock	$	0.6279	$	0.6279	$	0.6279	$	0.6279	$	0.6279
Advisory fee per share of common stock	Advisory fee per share of common stock	(0.0784)		(0.0746)		(0.0752)		(0.0741)		(0.0458)		Advisory fee per share of common stock	(0.1164)		(0.1113)		(0.1129)		(0.1105)		(0.0674)
Stockholder servicing fee per share of common stock	Stockholder servicing fee per share of common stock	(0.0534)		(0.0536)		(0.0154)		—		—		Stockholder servicing fee per share of common stock	(0.0796)		(0.0798)		(0.0231)		—		—
Net distribution per share of common stock	Net distribution per share of common stock	$	0.2906	$	0.2942	$	0.3318	$	0.3483	$	0.3766	Net distribution per share of common stock	$	0.4319	$	0.4368	$	0.4919	$	0.5174	$	0.5605

The following tables summarizes our distributions declared and paid during the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 ($ in thousands):


		Three Months Ended June 30, 2023				Three Months Ended June 30, 2022					Three Months Ended September 30, 2023				Three Months Ended September 30, 2022
		Amount		Percentage		Amount		Percentage			Amount		Percentage		Amount		Percentage
Distributions	Distributions									Distributions
Paid in cash	Paid in cash	$	15,910	53.19	%	$	15,011	65.86	%	Paid in cash	$	16,594	56.57	%	$	15,671	56.96	%
Reinvested in shares	Reinvested in shares	14,001		46.81	%	7,782		34.14	%	Reinvested in shares	12,738		43.43	%	11,839		43.04	%
Total distributions	Total distributions	$	29,911	100.00	%	$	22,793	100.00	%	Total distributions	$	29,332	100.00	%	$	27,510	100.00	%
Sources of distributions	Sources of distributions									Sources of distributions
Cash flows from operating activities	Cash flows from operating activities	$	28,020	93.68	%	$	10,107	44.34	%	Cash flows from operating activities	$	13,364	45.56	%	$	21,363	77.66	%
Debt and financing proceeds	Debt and financing proceeds	1,891		6.32	%	12,686		55.66	%	Debt and financing proceeds	15,968		54.44	%	6,147		22.34	%
Total sources of distributions	Total sources of distributions	$	29,911	100.00	%	$	22,793	100.00	%	Total sources of distributions	$	29,332	100.00	%	$	27,510	100.00	%
Total cash flows from operating activities	Total cash flows from operating activities	$	28,020			$	10,107			Total cash flows from operating activities	$	13,364			$	21,363


		Six Months Ended June 30, 2023				Six Months Ended June 30, 2022					Nine Months Ended September 30, 2023				Nine Months Ended September 30, 2022
		Amount		Percentage		Amount		Percentage			Amount		Percentage		Amount		Percentage
Distributions	Distributions									Distributions
Paid in cash	Paid in cash	$	32,454	53.85	%	$	25,798	63.99	%	Paid in cash	$	49,048	54.74	%	$	41,469	61.14	%
Reinvested in shares	Reinvested in shares	27,819		46.15	%	14,518		36.01	%	Reinvested in shares	40,557		45.26	%	26,357		38.86	%
Total distributions	Total distributions	$	60,273	100.00	%	$	40,316	100.00	%	Total distributions	$	89,605	100.00	%	$	67,826	100.00	%
Sources of distributions	Sources of distributions									Sources of distributions
Cash flows from operating activities	Cash flows from operating activities	$	45,117	74.85	%	$	33,719	83.64	%	Cash flows from operating activities	$	58,481	65.27	%	$	55,082	81.21	%
Debt and financing proceeds	Debt and financing proceeds	15,156		25.15	%	6,597		16.36	%	Debt and financing proceeds	31,124		34.73	%	12,744		18.79	%
Total sources of distributions	Total sources of distributions	$	60,273	100.00	%	$	40,316	100.00	%	Total sources of distributions	$	89,605	100.00	%	$	67,826	100.00	%
Total cash flows from operating activities	Total cash flows from operating activities	$	45,117			$	33,719			Total cash flows from operating activities	$	58,481			$	55,082

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Net Asset Value

Our board of directors, including a majority of our independent directors, has adopted valuation guidelines that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. The overarching principle of these guidelines is to produce a valuation that represents a fair and accurate estimate of the value of our investments or the price that would be received for our investments in an arm’s-length transaction between market participants, less our liabilities. These valuation guidelines are largely based upon standard industry practices used by private, open-end real estate funds and are administered by the Advisor.

As a public company, we are required to issue financial statements based on historical cost in accordance with GAAP, which are subject to an independent audit. To calculate our NAV for purposes of establishing a purchase and repurchase price for our shares, we have adopted a model that adjusts the value of our assets from historical cost to fair value in accordance with the GAAP principles set forth in FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures. However, our valuation procedures and our NAV are not subject to independent audit. Our NAV may differ from equity reflected on our audited financial statements, even if we are required to adopt a fair value basis of accounting for GAAP financial statement purposes in the future. Because these fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets may differ from their actual realizable value or future fair value. Furthermore, no rule or regulation requires that we calculate NAV in a certain way. While we believe our NAV calculation methodologies are consistent with standard industry principles, there is no established practice among public REITs, whether listed or not, for calculating NAV in order to establish a purchase and repurchase price. As a result, other public REITs may use different methodologies or assumptions to determine NAV.

The following valuation methods are used for purposes of calculating our NAV:

•Investments in real property are valued by our independent valuation advisor, SitusAMC Real Estate Valuation Services, LLC (“SitusAMC”), using the income approach’s discounted cash flow method. The discounted cash flow method takes into consideration all contractual rent payments over the life of the lease term offset by any capitalized expenditures. SitusAMC may supplement the discounted cash flow analysis with a sales comparison approach and the income approach’s direct capitalization method, but typically reconciles exclusively to the discounted cash flow method. Following the table below that sets forth our NAV calculation is a sensitivity analysis for our investments in real property.

•Investments in commercial mortgage loans are valued by SitusAMC using the income approach’s discounted cash flow method. When used to value commercial mortgage loans, this method discounts the scheduled monthly interest payments at a market discount rate. The market discount rate takes into consideration a number of factors specific to the property (remaining term, loan-to-value ratio and quality of property) and market (capital market flows, current Treasury rates and quoted lending spreads).

•Investments in International Affiliated Funds are included in our NAV at the value reported by each funds’ manager, which is calculated in accordance with the manager’s valuation policy. Investments in the International Affiliated Funds are generally valued using a discounted cash flow analysis supplemented by a direct capitalization analysis as provided by an independent third party.

•Investments in real estate-related securities are valued on the basis of publicly available market quotations or at fair value determined in accordance with GAAP.

•Investments in real estate debt consist of CMBS. We classify CMBS as trading securities and the Advisor generally values such CMBS on the basis of publicly available market quotations or at fair value determined in accordance with GAAP. We generally determine the fair value of our investments in real estate debt by utilizing third-party service providers whenever available.

•Liabilities include the fees payable to the Advisor and the Dealer Manager, accounts payable, accrued operating expenses, property-level mortgages, any portfolio-level credit facilities and other liabilities. Other than property-level mortgages, we include the cost basis of our liabilities as part of NAV, which approximates fair value. These carrying amounts are meant to reasonably approximate fair value due to the liquid and short-term nature of the instruments. We include as part of NAV the fair value of our property-level mortgages, which are valued quarterly by SitusAMC using the income approach’s discounted cash flow method.

At the beginning of each calendar year, the Advisor develops a valuation plan with the objective of having each of our wholly owned properties valued each quarter by an appraisal, except for newly acquired properties as described below. Our independent valuation advisor relies in part on property-level information provided by the Advisor, including (1) historical and projected operating revenues and expenses of the property, (2) lease agreements with respect to the property and (3) information regarding recent or planned capital expenditures. Appraisals are performed in accordance with the Code of Professional Ethics of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practices of The Appraisal Foundation, or the similar industry standards for the country where the property appraisal is conducted. Each appraisal must be reviewed, approved and signed by an individual with the professional designation of MAI (Member of the Appraisal Institute) or similar designation or, for international appraisals, a public or other certified expert for real estate valuations. Our independent valuation advisor generally performs the appraisals, but in its discretion, may engage other independent valuation firms to provide appraisals of certain of our properties. Any appraisal provided by a firm other than our independent valuation advisor is performed in accordance with our valuation guidelines and is not incorporated into the calculation of our NAV until our independent valuation advisor has confirmed the reasonableness of such appraisal.

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Wholly owned properties and joint ventures may be valued more frequently than quarterly under certain circumstances. If, in the opinion of the Advisor an event becomes known to the Advisor (including through communication with our independent valuation advisor) that is likely to have any material impact on previously provided estimated values of the affected properties, the Advisor will notify our independent valuation advisor. If in the opinion of our independent valuation advisor, such event is likely to have an impact on a previously provided value of the affected properties, our independent valuation advisor will recommend intra-quarter valuation adjustments that will be incorporated into our NAV calculation. For example, an unexpected termination or renewal of a material lease, a material change in vacancies, an unanticipated structural or environmental event at a property or capital market events may cause the value of a wholly owned property to change materially. Once the independent valuation advisor has communicated the adjusted estimate of property value to the Advisor, the Advisor will cause such adjusted value to be included in our monthly NAV calculation. Any such adjustments will be estimates of the market impact of material events to the appraised value of the property, based on assumptions and judgments that may or may not prove to be correct and may also be based on limited information readily available at that time. In general, we expect that any estimates of value or interim appraisals will be performed as soon as possible after a determination by the Advisor that a material change has occurred and the financial effects of such change are quantifiable by the independent valuation advisor. However, rapidly changing market conditions or material events may not be immediately reflected in our NAV. The resulting potential disparity in our NAV may inure to the benefit of stockholders whose shares are repurchased or new purchasers of our common stock, depending on whether our published NAV per share for such class is overstated or understated.

In accordance with the valuation guidelines, our fund administrator calculates our NAV per share for each class of our common stock as of the last calendar day of each month, using a process that reflects several components (each as described above), including the estimated fair value of (1) each of our properties based upon individual appraisal reports provided periodically by third-party independent valuation firms and reviewed by our independent valuation advisor, (2) our real estate-related assets for which third-party market quotes are available, (3) our other real estate-related assets, if any, and (4) our other assets and liabilities. The NAV per share for our share classes may differ because stockholder servicing fees allocable to a specific class of shares are only included in the NAV calculation for that class and the advisory fee allocable to the Class N shares differs from the advisory fee allocable to the other share classes.

At the end of each month, before taking into consideration additional issuances of shares of capital stock, share repurchases or class-specific expense accruals for that month, any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares based on each class’s relative percentage of the previous aggregate NAV plus issuances of shares that were effective on the first calendar day of such month. The NAV calculation is available generally within 15 calendar days after the end of the applicable month. Changes in our monthly NAV include, without limitation, accruals of our net portfolio income, interest expense, the advisory fee, distributions, unrealized/realized gains and losses on assets, any applicable organization and offering costs and any expense reimbursements. Changes in our monthly NAV also includes material non-recurring events, such as capital expenditures and material property acquisitions and dispositions occurring during the month. On an ongoing basis, the Advisor will adjust the accruals to reflect actual operating results and the outstanding receivable, payable and other account balances resulting from the accumulation of monthly accruals for which financial information is available.

We reimburse the Advisor for any organization and offering expenses that it incurs on our behalf as and when incurred. 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 upfront selling commissions, dealer manager fees and stockholder servicing fees. After the termination of each public offering, the Advisor has agreed to reimburse us to the extent that the organization and offering expenses that we incur with respect to that offering exceed 15% of the gross proceeds from such offering. In connection with our initial public offering, the Advisor advanced $4.6 million of our organization and offering expenses on our behalf from our inception through December 2018. We will reimburse the Advisor for these organization and offering expenses ratably over the 60 months following the earlier of the date our NAV first reaches $1 billion, ~~or January 31, 2023,~~ which occurred on October 31, ~~2021.~~2021, or January 31, 2023. Such expenses will not be deducted from our NAV until they are payable to the Advisor.

Following the aggregation of the net asset values of our investments, the addition of any other assets (such as cash on hand) and the deduction of any other liabilities, our fund administrator incorporates any class-specific adjustments to our NAV, including additional issuances and repurchases of our common stock and accruals of class-specific stockholder servicing fees and advisory fees. For each applicable class of shares, each of the stockholder servicing fee and the advisory fee is calculated as a percentage of the aggregate NAV for such class of shares. The declaration of distributions reduces the NAV for each class of our common stock in an amount equal to the accrual of our liability to pay any such distribution to our stockholders of record of each class. NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class at the end of such month.

The purchase price per share for each class of our common stock will generally equal our prior month’s NAV per share, as determined monthly, plus applicable selling commissions and dealer manager fees. Our NAV for each class of shares is based on the net asset values of our investments (including real estate-related securities, real estate debt, commercial mortgage loans and international affiliate funds), the addition of any other assets (such as cash on hand) and the deduction of any liabilities and stockholder servicing fees applicable to such class of shares.

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The following table provides a breakdown of the major components of our NAV as of ~~June~~September 30, 2023 ($ and shares in ~~thousands, except per share data)~~thousands):


Components of NAV	~~June~~September 30, 2023
Investments in real property	$	~~2,218,401~~2,217,596
Investments in commercial mortgage loans	~~170,389~~171,444
Investments in international affiliated funds	116,619
Investments in real estate-related debt	114,391
Investments in real estate-related securities	~~128,557~~
~~Investments in international affiliated funds~~	~~122,618~~
~~Investments in real estate-related debt~~	~~111,741~~105,166
Cash and cash equivalents	~~32,496~~30,061
Other assets	24,488
Restricted cash	~~26,508~~
~~Other assets~~	~~12,082~~21,256
Debt obligations	~~(482,250)~~(489,413)
Other liabilities	(91,120)
Subscriptions received in advance	~~(25,506)~~
~~Other liabilities~~	~~(83,073)~~(20,315)
Stockholder servicing fees payable the following month(1)	~~(561)~~(550)
Non-controlling interests in joint ventures	~~(5,191)~~(5,261)
Net Asset Value	$	~~2,226,211~~2,194,362
Net Asset Value attributable to preferred stock	$	~~125~~129
Net Asset Value attributable to common stockholders	$	~~2,226,086~~2,194,233
Number of outstanding shares of common stock	~~180,481~~180,401

(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 ~~June~~September 30, 2023, we have accrued under GAAP approximately ~~$46.7~~$46.1 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 ~~June~~September 30, 2023 ($ in thousands, except per share data):


NAV Per Share	NAV Per Share	Class T Shares		Class S Shares		Class D Shares		Class I Shares		Class N Shares		Total		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	Net asset value attributable to common stockholders	$	212,040	$	548,018	$	91,837	$	994,809	$	379,382	$	2,226,086	Net asset value attributable to common stockholders	$	203,866	$	537,575	$	91,708	$	986,778	$	374,306	$	2,194,233
Number of outstanding shares	Number of outstanding shares	17,241		45,057		7,449		81,003		29,731		180,481		Number of outstanding shares	16,810		44,830		7,544		81,486		29,731		180,401
NAV per share as of June 30, 2023		$	12.30	$	12.16	$	12.33	$	12.28	$	12.76
NAV per share as of September 30, 2023														NAV per share as of September 30, 2023	$	12.13	$	11.99	$	12.16	$	12.11	$	12.59

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the ~~June~~September 30, 2023 valuations, based on property types.


Property Type	Property Type	Discount Rate	Exit Capitalization Rate	Property Type	Discount Rate	Exit Capitalization Rate
Industrial	Industrial	6.64%	5.56%	Industrial	6.64%	5.56%
Multifamily	Multifamily	6.39	5.11	Multifamily	6.43	5.13
Office	Office	7.36	6.67	Office	7.36	6.67
Healthcare	Healthcare	7.06	6.10	Healthcare	7.07	6.11
Retail	Retail	6.39	5.64	Retail	6.39	5.63
Self-Storage	Self-Storage	7.22	5.52	Self-Storage	7.22	5.40
Single-Family Housing	Single-Family Housing	7.00	5.36	Single-Family Housing	7.25	5.44

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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	Input	Hypothetical Change	Industrial Investment Values	Multifamily Investment Values	Office Investment Values	Healthcare Investment Values	Retail Investment Values	Self-Storage Investment Values	Single Family Housing Investment Values	Input	Hypothetical Change	Industrial Investment Values	Multifamily Investment Values	Office Investment Values	Healthcare Investment Values	Retail Investment Values	Self-Storage Investment Values	Single-Family Housing Investment Values
Discount Rate	Discount Rate	0.25% decrease	2.00%	1.93%	1.91%	1.98%	1.95%	1.87%	2.07%	Discount Rate	0.25% decrease	2.01%	1.89%	1.95%	2.02%	2.00%	1.82%	1.36%
(weighted average)	(weighted average)	0.25% increase	(1.97)%	(1.91)%	(1.82)%	(1.92)%	(1.86)%	(1.87)%	(2.07)%	(weighted average)	0.25% increase	(1.93)%	(1.99)%	(1.86)%	(1.98)%	(1.87)%	(2.12)%	(2.06)%
Exit Capitalization Rate	Exit Capitalization Rate	0.25% decrease	3.16%	3.29%	2.52%	2.91%	2.88%	2.95%	2.76%	Exit Capitalization Rate	0.25% decrease	3.18%	3.05%	2.48%	2.82%	2.85%	2.88%	2.73%
(weighted average)	(weighted average)	0.25% increase	(3.00)%	(3.03)%	(2.26)%	(2.69)%	(2.63)%	(2.64)%	(2.76)%	(weighted average)	0.25% increase	(2.83)%	(2.92)%	(2.13)%	(2.61)%	(2.60)%	(2.88)%	(2.75)%

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


	~~June~~September 30, 2023
Reconciliation of Stockholders’ Equity to NAV
Stockholders’ equity under US GAAP	$	~~1,783,537~~1,734,013
Redeemable non-controlling interest	~~432~~419
Total partners' capital of Nuveen OP	~~1,783,969~~1,734,432
Adjustments:
Organization and offering costs(1)	~~3,082~~2,847
Accrued stockholder servicing fees(2)	~~46,090~~45,597
Unrealized net real estate and real estate debt appreciation(3)	~~230,827~~229,050
Accumulated depreciation and amortization(4)	~~174,118~~195,199
Straight-line rent receivable	~~(11,875)~~(12,763)
Net Asset Value	$	~~2,226,211~~2,194,362

(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 in October 2021, the date the NAV reached $1.0 billion. As of ~~June~~September 30, 2023, we have reimbursed the Advisor ~~$1.5~~$1.8 million for such costs.

(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. Additionally, our mortgage notes and revolving credit facility (collectively referred to as “Debt”) are presented at their carrying value in our GAAP consolidated financial statements. As such, any changes in the fair market value of our investments in real estate and ~~Debt~~debt are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate and our debt are recorded at fair value.

(4) 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.

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.

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Critical Accounting Estimates

The preparation of the consolidated financial statements in accordance with GAAP involves significant ~~judgements~~judgments and assumptions and ~~require~~requires 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 estimates. 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 estimates along with other significant accounting policy disclosures.

Contractual Obligations

The following table aggregates our contractual obligations and commitments with payments due after ~~June~~September 30, 2023 ($ in thousands):


Obligations	Obligations	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 Years		Obligations	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 Years
Indebtedness	Indebtedness	$	501,392	$	203	$	127,791	$	249,280	$	124,118	Indebtedness	$	511,117	$	89	$	183,291	$	204,280	$	123,457

Organization and offering costs	Organization and offering costs	3,082		711		2,134		237		—		Organization and offering costs	2,847		657		1,971		219		—
Interest expense(1)	Interest expense(1)	75,370		24,095		34,389		10,649		6,237		Interest expense(1)	77,544		25,109		42,912		6,034		3,489
Ground leases(2)	Ground leases(2)	18,212		373		751		774		16,314		Ground leases(2)	18,120		280		753		776		16,311
Total	Total	$	598,056	$	25,382	$	165,065	$	260,940	$	146,669	Total	$	609,628	$	26,135	$	228,927	$	211,309	$	143,257

(1) Represents interest expense for our fixed and variable rate mortgages payable, note payable and Credit Facility, with the assumption that the Credit Facility is paid off at maturity. The weighted-average interest rates on the Credit Facility and note payable for the three and ~~six~~nine months ended ~~June~~September 30, 2023 were ~~6.63%~~6.86% and ~~6.18%~~6.46%, respectively.

(2) Represents minimum future payments for land under non-cancelable operating and finance leases at a number of our properties expiring in various years through 2070.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are exposed to interest rate risk with respect to our variable-rate indebtedness used to maintain liquidity, fund capital expenditures and expand our investment portfolio and operations. An increase in interest rates would directly result in higher interest expense costs. 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 may seek to manage or mitigate our ~~risk~~exposure to ~~the exposure of~~ interest rate risk by utilizing a mix of fixed and floating rate financings with staggered maturities and through interest rate protection agreements to fix or cap a portion of our variable rate debt. As of ~~June~~September 30, 2023, the outstanding principal balance of our variable rate indebtedness was ~~$304.8~~$315.3 million and consisted of our Credit ~~and~~Facility, DDTL Facility, and Note Payable, all of which isare indexed to one-month USU.S. Dollar-denominated SOFR.

The Credit Facility and DDTL Facility, along with our Note Payable, are variable rate and are indexed to the one-month U.S. dollar denominated SOFR. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, a 10 basis point increase in the one-month U.S. denominated SOFR would have resulted in increased interest expense of approximately $0.1 million and $0.2 million, respectively.

Certain of our mortgage loans are variable and indexed to the three-month Copenhagen Interbank Offered Rate (“CIBOR”). We have executed interest rate swaps with an aggregate notional amount of DKK 142,452 as of ~~June~~September 30, 2023 to hedge the risk of increasing interest rates. For the three and ~~six~~nine months ended ~~June~~September 30, 2023, a 10 basis point increase in the three-month CIBOR would have resulted in no change to interest expense, net of the impact of our interest rate swaps.

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 had one interest rate contract as of ~~June~~September 30, 2023.

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Foreign Currency Risk

We may be exposed to currency risks related to our direct international investments along with our investments in the International Affiliated Funds. We may seek to manage or mitigate our ~~risk~~exposure to ~~the exposure of the effects of~~ currency ~~changes~~risks through the use of a wide variety of derivative financial instruments. We did not have any foreign currency derivatives as of ~~June~~September 30, 2023.

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.

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.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.

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

Unregistered Sales of Equity Securities

We have sold Class I shares to feeder vehicles created primarily to hold Class I shares and offer indirect interests in such shares to non-U.S. persons as set forth in the table below. The offer and sale of Class I shares to the feeder vehicles was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder.

Date of Unregistered Sale

Number of Class I Common Shares Issued to Feeder Vehicles

Consideration

Date of Unregistered Sale

Number of Class I Common Shares Issued to Feeder Vehicles

Consideration

June 1, 2023

490,061

$6,071,855

July 1, 2023

120,209

$1,478,576

August 1, 2023

71,398

$876,771

September 1, 2023

112,338

$1,378,383

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 shares will be limited to 2% of the aggregate NAV per month (measured using the aggregate NAV as of the end of the immediately preceding month) and 5% of the aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the immediately preceding 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 for repurchases during any calendar month and quarter. Further, we may modify, suspend or terminate the share repurchase plan.

During the three months ended ~~June~~September 30, 2023, 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 2023 2,778,096 1.5132 % $ 12.38 2,778,096 —
May 2023(3)
3,878,349 2.1046 % 12.34 3,878,349 —
June 2023 2,385,030 1.2850 % 12.25 2,385,030 —
9,041,475 N/M $ 12.32 9,041,475 —


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 2023	2,602,937	1.4336	%	$	12.26	2,602,937	—
August 2023	2,629,681	1.4490	%	12.25		2,629,681	—
September 2023	1,768,690	0.9748	%	12.15		1,768,690	—
	7,001,308	N/M		$	12.23	7,001,308	—

(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.

(3) The board of directors, including a majority of independent directors, unanimously authorized repurchases in excess of the 2% limit for May 2023 such that 100% of share repurchase requests timely received in May 2023 were satisfied.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

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Item 5. Other Information

~~None.~~On November 8, 2023, our board of directors approved the renewal of the Advisory Agreement effective as of January 23, 2024 for an additional one-year term expiring January 23, 2025. The terms of the Advisory Agreement otherwise remain unchanged.

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Item 6. Exhibits.


Exhibit Number						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 of Nuveen Global Cities REIT, Inc.~~(filed~~ (filed as Exhibit 3.3 to the R ~~egistrant's~~ Registrant's Quarterly R ~~eport~~Report on Form 10-Q filed on May 12, 2023 and incorporated herein by reference)

4.1						Amended and Restated Distribution Reinvestment Plan (f ~~iled~~(filed as ~~Exhibit~~Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q filed on May 12, 2023 and incorporated herein by reference)

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.

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						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101

* Filed herewith.

** Furnished herewith.

Table of Contents

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: ~~August 11,~~November 9, 2023