Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Preferred Stock

We are authorized to designate and issue up to 10.0 million shares of preferred stock in one or more classes or series. As of September 30, 2024 and December 31, 2023, 13,800, 10,350, 16,100, 23,000 and 6,900 shares of preferred stock were designated as 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock, respectively, (referred to as "Series C, D, E, F and G Preferred Stock", respectively). As of September 30, 2024 and December 31, 2023, 13,000, 9,400, 16,100, 23,000 and 6,000 shares of Series C, D, E, F and G Preferred Stock, respectively, were issued and outstanding. Each share of preferred stock is represented by 1,000 depositary shares. Each share of preferred stock has a liquidation preference of $25,000 per share ($25 per depositary share).

Our preferred stock ranks senior to our common stock with respect to the payment of dividends and the distribution of assets upon a voluntary or involuntary liquidation, dissolution or winding up of the Company. Our preferred stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and each series of preferred stock ranks on parity with one another. Under certain circumstances upon a change of control, our preferred stock is convertible to shares of our common stock. Holders of our preferred stock and depositary shares underlying our preferred stock have no voting rights, except under limited conditions. Beginning on each series' optional redemption date, we may redeem shares at $25.00 per depositary share, plus accumulated and unpaid dividends (whether or not declared), exclusively at our option.

The following table includes a summary of preferred stock depositary shares issued and outstanding as of September 30, 2024 (dollars and shares in millions):

Cumulative Redeemable Preferred Stock 1	Issue Date	Depositary Shares Issued and Outstanding	Carrying Value		Aggregate Liquidation Preference		Per Annum Dividend Rate 2,3	First Optional Redemption Date / Conversion Date 3,4
Fixed-to-Floating Rate:
Series C	August 22, 2017	13.0	$	315	$	325	10.65872%	October 15, 2022
Series D	March 6, 2019	9.4	227		235		9.87972%	April 15, 2024
Series E	October 3, 2019	16.1	390		403		6.500%	October 15, 2024
Series F	February 11, 2020	23.0	557		575		6.125%	April 15, 2025
Fixed-Rate Reset:
Series G	September 14, 2022	6.0	145		150		7.750%	October 15, 2027
Total		67.5	$	1,634	$	1,688

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1.The depositary shares underlying our preferred stock accrue dividends at an initial annual fixed rate of the $25.00 liquidation preference per depositary share from the issuance date up to, but not including, the fixed-to-floating rate or fixed-rate-reset conversion date; thereafter, dividends will accrue on a floating rate or fixed-rate-reset basis equal to the conversion rate plus a fixed spread.

2.The Series C and D per annum dividend rates represent the rates in effect as of September 30, 2024.

3.The Series C and D dividends accrue at a rate equal to the 3-Month CME Term SOFR plus 0.26161%, plus a spread of 5.111% and 4.332%, respectively, per annum, resetting quarterly in accordance with the certificate of designations for such series and the Adjustable Interest Rate (LIBOR) Act of 2021 (the “LIBOR Act”). At the conclusion of the fixed rate period (the conversion date) for the Series E and F Preferred Stock, the

dividend for such series will accrue at a rate equal to the 3-Month CME Term SOFR plus 0.26161%, plus a spread of 4.993% and 4.697%, respectively, per annum, resetting quarterly in accordance with the certificate of designations for such series and the LIBOR Act. At the conclusion of the fixed rate period for the Series G Preferred Stock, the dividend will accrue at a floating rate equal to the 5-Year US Treasury rate, plus a spread of 4.39%, per annum and will reset in accordance with the certificate of designations for such series.

4.Shares may be redeemed prior to our optional redemption date under certain circumstances intended to preserve our qualification as a REIT for U.S federal income tax purposes.

At-the-Market Offering Program

We are authorized by our Board of Directors to enter into agreements with sales agents to publicly offer and sell shares of our common stock in privately negotiated and/or at-the-market transactions from time-to-time up to a maximum aggregate offering price of our common stock. During the three and nine months ended September 30, 2024, we sold 78.1 million and 149.0 million shares, respectively, of our common stock under the sales agreements for proceeds of $781 million and $1,456 million, respectively, or $10.00 and $9.78 per common share, respectively, net of offering costs. As of September 30, 2024, shares of our common stock with an aggregate offering price of $189 million remained authorized for issuance under this program through December 31, 2025. See Note 10. Subsequent Events for additional information regarding our At-the-Market Offering Program.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes changes to accumulated OCI for the three and nine months ended September 30, 2024 and 2023 (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
Accumulated Other Comprehensive Income (Loss)	2024		2023		2024		2023
Beginning Balance	$	(612)	$	(595)	$	(517)	$	(672)
OCI before reclassifications	200		(213)		105		(184)
Net loss amounts for available-for-sale securities reclassified from accumulated OCI to realized gain (loss) on sale of investment securities, net	—		—		—		48
Ending Balance	$	(412)	$	(808)	$	(412)	$	(808)