CNSREIT-AR-2024 Final - Flipbook - Page 32
Your interest in us will be diluted if we issue additional shares. Your interest in our assets will also be diluted if the
Operating Partnership issues additional units.
Holders of our common stock will not have preemptive rights to any shares we issue in the future. Our charter
authorizes us to issue up to 2,900,000,000 shares of capital stock, of which 2,800,000,000 shares are classified as common
stock, of which 800,000,000 shares are classified as Class P shares, 80,000,000 shares are classified as Class T shares,
800,000,000 shares are classified as Class S shares, 160,000,000 shares are classified as Class D shares, 600,000,000 are
classified as Class I shares, 20,000,000 shares are classified as Class F-T shares, 200,000,000 shares are classified as Class
F-S shares, 40,000,000 shares are classified as Class F-D shares and 100,000,000 are classified as Class F-I shares, and
100,000,000 shares are classified as preferred stock. In addition, our Board may amend our charter from time to time to
increase or decrease the aggregate number of authorized shares of capital stock or the number of authorized shares of
capital stock of any class or series without stockholder approval. Our Board may elect, without stockholder approval, to: (i)
sell additional shares in public offerings; (ii) issue shares of our common stock or units in our Operating Partnership in
private offerings; (iii) issue shares of our common stock or units in our Operating Partnership upon the exercise of the
options we may grant to our independent directors or future employees; (iv) issue shares of our common stock or units in
our Operating Partnership to the Advisor or the Special Limited Partner, or their successors or assigns, in payment of an
outstanding obligation to pay fees for services rendered to us or the performance participation allocation; (v) issue shares of
our common stock or units in our Operating Partnership to sellers of properties we acquire; or (vi) issue equity incentive
compensation to certain employees of affiliated service providers or to third parties as satisfaction of obligations under
incentive compensation arrangements. To the extent we issue additional shares of common stock, your percentage
ownership interest in us will be diluted.
Because we hold all of our assets through the Operating Partnership, to the extent we issue additional units of our
Operating Partnership, your percentage ownership interest in our assets will be diluted. Because certain classes of the units
of our Operating Partnership may, in the discretion of our Board, be exchanged for shares of our common stock, any
merger, exchange or conversion between our Operating Partnership and another entity ultimately could result in the
issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other
stockholders. Because of these and other reasons, our stockholders may experience substantial dilution in their percentage
ownership of our shares or their interests in the underlying assets held by our Operating Partnership. Certain units in our
Operating Partnership may have different and preferential rights to the terms of the common Operating Partnership units
which correspond to the common stock held by our stockholders.
We will not be required to comply with certain reporting requirements, including those relating to auditor9s attestation
reports on the effectiveness of our system of internal control over financial reporting, accounting standards and
disclosure about our executive compensation, that apply to other public companies.
The Jumpstart Our Business Startups Act of 2012 (the
