10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2021

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

For the transition period from __________ to __________

Commission file number 000-55430

Resource REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	80-0854717
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1845 Walnut Street, 17th Floor, Philadelphia, PA 19103

(Address of principal executive offices) (Zip code)

(215) 231-7050

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
None	None	None

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

Common Stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(a) of the Act. Yes  No 

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 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, or a smaller reporting company. See definition 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	

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No 

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes  No 

There is no established market for the registrant’s shares of common stock. On January 23, 2022, the board of directors of the Registrant approved an estimated value per share of the Registrant’s common stock of $14.75 based solely on the merger consideration to be paid by Blackstone Real Estate Income Trust, Inc. in connection with its pending all cash acquisition of the Registrant on the terms and subject to the conditions of the Agreement and Plan of Merger, dated January 23, 2022, among the Registrant and affiliates of Blackstone Real Estate Income Trust, Inc. There were 158,009,186 shares of common stock held by non-affiliates as of June 30, 2021, the last business day of the registrant's most recently completed second fiscal quarter, for an aggregate market value of $1,431,563,223, assuming an estimated value per share of $9.06, which was the Registrant’s estimated value per share as of January 28, 2021 as determined by its board of directors on March 24, 2021.

For a full description of the methodologies used to calculate the Registrant’s estimated value per share as of January 28, 2021, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Market Information” in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020. As of March 23, 2022, there were 166,259,239 outstanding shares of common stock of Resource REIT, Inc.

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RESOURCE REIT, INC.

INDEX TO ANNUAL REPORT

ON FORM 10-K

		PAGE
	Forward Looking Statements
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	27
Item 2.	Properties	28
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosures	29
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	[Reserved]	32
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	46
Item 8.	Financial Statements and Supplementary Data	47
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47
Item 9A.	Controls and Procedures	47
Item 9B.	Other Information	47
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	47
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	48
Item 11.	Executive Compensation	51
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	67
Item 13.	Certain Relationships and Related Transactions, and Director Independence	68
Item 14.	Principal Accounting Fees and Services	69
PART IV.
Item 15.	Exhibits and Financial Statement Schedule	71
Item 16.	Form 10-K Summary	73
SIGNATURES		74

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Forward-Looking Statements

Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negative of these terms or other comparable terminology. Such statements are subject to risks and uncertainties that could cause actual results to differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances after the date of this report, except as may be required under applicable law.

For a discussion of some of the risks and uncertainties, although not all risks and uncertainties, that could cause actual results to differ materially from those presented in our forward-looking statements, see the risks identified in “Summary Risk Factors” below and in Part I, Item 1A of this Annual Report on Form 10-K.

SUMMARY RISK FACTORS

The following is a summary of the principal risks that could adversely affect our business, financial condition, results of operations and cash flows and an investment in our common stock. This summary highlights certain of the risks that are discussed further in this Annual Report but does not address all the risks that we face. For additional discussion of the risks summarized below and a discussion of other risks that we face, see “Risk Factors” in Part I, Item 1A of this Annual Report. You should interpret many of the risks identified in this summary and under “Risk Factors” as being heightened as a result of the ongoing and numerous adverse impacts of the novel coronavirus disease (“COVID-19”) pandemic.

•On January 23, 2022, we entered an agreement and plan of merger with affiliates of Blackstone Real Estate Income Trust, Inc. (“BREIT”), pursuant to which BREIT will acquire all of our outstanding shares of our stock in an all-cash transaction, subject to the satisfaction of customary closing conditions, including the approval of the merger by our common stockholders. We can provide no assurances as to the timing of the transaction or whether it will close at all. In addition, the pendency of the merger may adversely affect our business, results of operations and financial condition.

•The COVID-19 pandemic, together with the resulting measures imposed to contain the virus, has had a negative impact on the economy and business activity globally. The extent to which the COVID-19 pandemic impacts our operations and those of our tenants remains uncertain and cannot be predicted with confidence, and will depend on the ultimate scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

•We are a recently self-managed REIT and although we no longer pay fees to our external advisor and property manager, we will be responsible for employee compensation costs and liabilities as well as the overhead expense previously paid by our external advisor. In addition, we may encounter unforeseen costs, expenses and difficulties associated with providing services related to our operations on a self-managed basis. If we encounter unexpected costs as a result of our self-management, or we do not successfully integrate the services previously provided by our external advisor, our results of operations could be lower than they otherwise would.

•We rely on key personnel for our future success and the loss of key personnel or inability to attract and retain key personnel could harm our business.

•We may fund distributions from any source, including, without limitation, offering proceeds or borrowings. Distributions funded from sources other than our cash flow from operations will reduce funds available for investment in assets, may reduce the overall return to our stockholders, and will result in dilution to subsequent investors.

•Our policies do not limit us from incurring debt. High debt levels could limit the amount of cash we have available to distribute and could result in a decline in the value of our stockholders’ investment.

•We have debt obligations with variable interest rates. The interest and related payments will vary with the movement of LIBOR or other indexes. Increases in the indexes could increase the amount of our debt payments and limit our ability to pay distributions to our stockholders.

•We depend on residents at our multifamily apartments for the revenue generated by our real estate investments and, accordingly, the revenue generated by our real estate investments is dependent upon the financial position of our residents. Revenues from our properties could decrease due to a reduction in occupancy and/or lower rental rates, making it more difficult for us to meet any debt service obligations we have incurred and limiting our ability to pay distributions to our stockholders.

•Our real estate investments may be affected by an unfavorable real estate market and general economic conditions, which could decrease the value of those assets and reduce the investment return to our stockholders. These events could make it more difficult for us to meet debt service obligations and limit our ability to pay distributions to our stockholders.

•There is no public trading market for our shares and in connection with our entry into the merger agreement with affiliates of BREIT, our board of directors suspended our share redemption program (our “SRP”). Prior to the complete suspension of our SRP, our SRP was only available with respect to redemptions sought upon a stockholder’s death, “qualifying disability” or confinement to a long-term care facility (each as defined in our SRP, and collectively “special redemptions”). In addition, the dollar amounts available for such redemptions in a given fiscal quarter are limited to the amount of proceeds received from our distribution reinvestment plan in the immediately preceding fiscal quarter (which was also suspended upon our entry into the merger agreement). It will be difficult for stockholders to sell their shares promptly or at all and we can provide no assurances, when, if ever, we will provide for redemptions, including special redemptions.

PART I

ITEM 1. BUSINESS

General

Resource REIT, Inc. is a Maryland corporation that has elected to be taxed as a real estate investment trust, or REIT, and to operate as a REIT beginning with our taxable year ended December 31, 2014. As used herein, the terms “we,” “our” and “us” refer to Resource REIT, Inc. and, as required by context RRE Opportunity OP II, LP (“OP II”), a Delaware limited partnership through which we own our interest in all of our properties, and to its subsidiaries. We focus on multifamily assets, although we may also purchase interests in other types of commercial property assets consistent with our investment objectives. We have acquired and may continue to acquire underperforming apartment communities which we will renovate and optimize in order to increase rents and, to a lesser extent, acquire or originate commercial real estate debt secured by apartments. . As of December 31, 2021, we owned 45 properties in 13 states, comprising a total of 13,707 multifamily units, as described further in “Item 2. Properties”. Our objective is to invest in multifamily assets across the entire spectrum of investments in order to provide stockholders with growing cash flow and increasing asset values.

On January 28, 2021, we acquired Resource Real Estate Opportunity REIT I, Inc. (“REIT I”) and Resource Apartment REIT III, Inc. (“REIT III”) and their respective subsidiaries in stock-for-stock transactions (together, the “Resource REIT Mergers”). As a result of our acquisition of REIT I and its subsidiaries, including the entities that provide our advisory, asset and property management services, we are a self-managed REIT and have 44 employees. Prior to January 28, 2021, we were externally advised by Resource Real Estate Opportunity Advisor II, LLC (our “Advisor”) pursuant to an advisory agreement initially entered in February 2014.

Through a series of transactions which we refer to as the “Self-Management Transaction,” REIT I acquired our Advisor and Resource Real Estate Opportunity Manager II, LLC (our “Manager”) on September 8, 2020 from C-III Capital Partners, LLC (“C-III”) and its affiliates. Prior to this transaction, our Advisor was an indirect wholly-owned subsidiary of Resource America, Inc. (“RAI”), our initial sponsor and a wholly-owned subsidiary of C-III.

Proposed Merger with Blackstone Real Estate Income Trust, Inc.

On January 23, 2022, we, Rapids Parent LLC (“Rapids Parent”) and Rapids Merger Sub LLC (“Rapids Merger Sub”) entered into an Agreement and Plan of Merger (the “Blackstone Merger Agreement”). The Blackstone Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, we will merge with and into Rapids Merger Sub (the “Blackstone Merger”). Upon completion of the Blackstone Merger, Rapids Merger Sub will survive and our separate existence will cease. The Blackstone Merger and the other transactions contemplated by the Blackstone Merger Agreement were unanimously approved by our board of directors. Rapids Parent and Rapids Merger Sub are affiliates of BREIT, which is an affiliate of Blackstone, Inc.

Pursuant to the terms and conditions in the Blackstone Merger Agreement, at the effective time of the Blackstone Merger (the “Effective Time”), each share of our common stock that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $14.75, without interest. In addition, at the Effective Time, each share of our convertible stock that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $1,846.76, without interest.

The Blackstone Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by us to conduct our business in all material respects in the ordinary course of business and in a manner consistent with past practice, subject to certain exceptions, during the period between the execution of the Blackstone Merger Agreement and the consummation of the Blackstone Merger. The obligations of the parties to consummate the Blackstone Merger are not subject to any financing condition or the receipt of any financing by Rapids Parent or Rapids Merger Sub.

The consummation of the Blackstone Merger is subject to certain customary closing conditions, including, among others, approval of the Blackstone Merger by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to cast a vote on the Blackstone Merger (the “Stockholder Approval”). We will hold a special meeting on May 16, 2022 for the purpose of obtaining the Stockholder Approval. In addition, the holders of more than two-thirds of the outstanding shares of our convertible stock entitled to vote on the Blackstone Merger have approved the Blackstone Merger by written consent in accordance with Maryland law and our charter and bylaws.

The foregoing description of the Blackstone Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Blackstone Merger Agreement filed as Exhibit 2.1 to our Current

Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2022 and to our definitive proxy statement filed with the SEC on March 14, 2022. For additional information regarding the Blackstone Merger, including associated risks and uncertainties, see Part I, Item 1A – Risk Factors. There is no guarantee that the Blackstone Merger will be consummated.

Our Offerings

We commenced capital raising activities in February 2014 when we launched our initial public offering, the primary portion of which terminated in February 2016. As of December 31, 2021, we had raised $566.8 million in our public offerings, including $99.1 million in our distribution reinvestment plan offering (the “DRP Offering”).

Our Business Strategy

Our business strategy has a particular focus on multifamily assets, although we may also purchase interests in other types of commercial property assets consistent with our investment objectives. We have acquired underperforming apartment communities which we have or will renovate and optimize in order to increase rents and, to a lesser extent, acquired or originated commercial real estate debt secured by apartments. We may make adjustments to our target portfolio based on real estate market conditions and investment opportunities. We will not forego an attractive investment because it does not fit within our targeted asset class or portfolio composition.

Our Operating Policies and Strategies

Our Investment Committee, which includes three of our independent directors, approves proposed real estate property investments and real estate-related debt investments. Our board of directors meets regularly to monitor the execution of our investment strategies and our progress in achieving our investment objectives.

We may use leverage for our acquisitions in the form of both REIT level financing and individual investment financing. Such financing, both at the REIT level and at the individual investment level, may also be obtained from the seller of an investment.

Our Advisor and our Property Manager

As of January 28, 2021, when we acquired REIT I, we have acquired our Advisor and Manager, and are a self-managed REIT. Our Advisor originally invested approximately $1.2 million in us; however, in conjunction with the Self-Management Transaction, our Advisor transferred its 137,432 shares of our common stock to C-III. As of December 31, 2021, of the 50,000 shares of our convertible stock that are issued and outstanding, 19,968 shares were granted to individuals who were employees of RAI and its subsidiaries and affiliates at the time of the grants. The shares granted vested ratably over three years; 18,628 of the shares have vested as of December 31, 2021. Vested shares of convertible stock will only convert to common stock upon certain triggering events, none of which occurred or are probable to occur as of December 31, 2021.

Pursuant to the terms and conditions in the Blackstone Merger Agreement, at the Effective Time of the Blackstone Merger, each share of convertible stock owned by affiliated persons (or fraction thereof) that is issued and outstanding immediately prior to the Effective Time of the Blackstone Merger will be automatically cancelled and converted into the right to receive an amount in cash equal to $1,846.76, without interest.

Greystar, a third-party, is a property management company that we have subcontracted with to manage most of the real estate assets that we own. The employees of Greystar, with the oversight of our asset management team, assist in providing property management as well as construction management services to us.

Competition

We believe that the current market for properties that meet our investment objectives is extremely competitive and many of our competitors have greater resources than we do. We believe that our multifamily communities are suitable for their intended purposes and adequately covered by insurance. There are a number of comparable properties located in the same submarkets that may compete with them. We compete with numerous other entities engaged in real estate investment activities, including individuals, corporations, banks and insurance company investment accounts, other REITs, real estate limited partnerships, the U.S. Government and other entities, to acquire, manage and sell real estate properties and real estate related assets. Many of our competitors enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase.

Environmental

As an owner of real estate, we are subject to various environmental laws of federal, state and local governments. Compliance with existing laws has not had a material adverse effect on our financial condition or results of operations, and management does not believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest, or on properties that may be acquired directly or indirectly in the future.

Human Capital Resources

Until the effective time of the REIT I Merger on January 28, 2021, we were externally advised by our Advisor and engaged our Manager, an affiliated property manager, and an unaffiliated property sub-manager, to provide property management services to us. As an externally advised REIT we relied on the employees of our Advisor, Manager and sub-manager to provide services related to our operations.

As of December 31, 2021, we have 44 employees located in three different cities with the majority based out of our principal office in Philadelphia. Approximately 45% of our employees are women and approximately 11% of our employees are people of color or minorities. 98% of our employees are full time. Although we are a recently self-managed REIT with our own employees, our employees have been involved in our operations through their employment with our Advisor, Manager and their affiliates for an average of 10.4 years. None of our employees are represented by a labor union. We believe that a wide range of opinions and experiences are key to our continued success, and we therefore value racial, gender, and generational diversity throughout our organization.

We believe prioritizing employee well-being is a key element for attracting and retaining the best and most talented associates. Our key human capital management objectives are to attract, recruit, hire, develop and promote a deep and diverse bench of talent that translates into a strong and successful workforce. To support these objectives, our human resources programs are designed to develop talent to prepare them for the critical roles and leadership positions for the future; reward and support employees through competitive pay and benefit programs; enhance our culture through efforts to foster, promote, and preserve a culture of diversity and inclusion; and evolve and invest in technology, tools, and resources to enable employees at work.

In addition to competitive wages and salaries, our compensation programs include cash bonus and equity incentive compensation opportunities, a 401(k) plan with employer matching, medical, dental and vision insurance, health savings and dependent care flexible spending accounts, paid time off, short- and long-term disability insurance, life insurance, a variety of personal and family leave options, life-planning financial and legal resources, and other voluntary supplemental benefits.

We sponsor a number of programs and events that emphasize the health and well-being of our employees, including relational, financial, emotional and physical programs. We promote a culture of health and well-being through employee assistance program services, comprehensive health care benefits and resources for preventative health, such as flu shot clinics and healthy lifestyle programs. Throughout the course of the COVID-19 pandemic, we have put the health and safety of our employees and their families first, supporting comprehensive work-from-home policies, as well as enhanced safety measures and precautions in each of our offices as recommended by the federal, state and local agencies for employees who carry out essential on-site work.

We communicate with our workforce through a variety of channels and encourage open and direct communication, including monthly company-wide calls with executives and frequent corporate email communications. Also, to continuously monitor and improve employee performance and engagement, we conduct annual performance reviews.

We actively support charitable organizations that promote education and social well-being and we encourage our employees to personally volunteer with organizations that are meaningful to them. For example, we proudly sponsor local charities and our employees volunteer in local charitable organizations such as Rebuilding Together Philadelphia which works to transform vulnerable, owner-occupied houses into safe, healthy and energy-efficient homes.

We believe that all individuals should be treated with dignity and respect, and have adopted policies that, among other things, prohibit discrimination and harassment.

Access to Company Information

We electronically file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports with the United States Securities and Exchange Commission (“SEC”). The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically.

We make available free of charge, the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports on our website, www.resourcereit.com, or by responding to requests addressed to our investor relations group. These reports are available as soon as reasonably practicable after such material is electronically filed or furnished to the SEC.

ITEM 1A. RISK FACTORS

Below are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to our business, operating results, prospects, and financial condition. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

Risks Related to the Proposed Blackstone Merger

The Blackstone Merger is subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the Blackstone Merger or adversely impact our ability to complete the transaction.

The completion of the Blackstone Merger is subject to the satisfaction or waiver of certain customary closing conditions, including the approval of the Blackstone Merger by the affirmative vote of the holders of a majority of the outstanding shares of our common stock. While it is currently anticipated that the Blackstone Merger will be completed shortly after our special meeting to approve the Blackstone Merger, there can be no assurance that the conditions to closing will be satisfied in a timely manner or at all, or that an effect, event, circumstance, occurrence, development or change will not transpire that could delay or prevent these conditions from being satisfied. In addition, under circumstances specified in the Blackstone Merger Agreement, we or BREIT may terminate the Blackstone Merger Agreement. Accordingly, we can provide no assurances with respect to the timing of the closing, whether the Blackstone Merger will be completed at all and when our stockholders would receive the consideration for the Blackstone Merger, if at all.

Failure to consummate the Blackstone Merger as currently contemplated or at all could adversely affect our future business and financial results.

The Blackstone Merger may be consummated on terms different than those contemplated by the Blackstone Merger Agreement, or the Blackstone Merger may not be consummated at all. If the Blackstone Merger is not completed, or is completed on different terms than as contemplated by the Blackstone Merger Agreement, we could be adversely affected and subject to a variety of risks associated with the failure to consummate the Merger, or to consummate the Blackstone Merger as contemplated by the Blackstone Merger Agreement, including the following:

•the requirement, under certain circumstances, for us to pay BREIT a termination fee;

•incurrence of substantial costs relating to the proposed Blackstone Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; and

•the attention of our management and employees may be diverted from their day-to-day business and operational matters as a result of efforts relating to attempting to consummate the Blackstone Merger.

Any delay in the consummation of the Blackstone Merger or any uncertainty about the consummation of the Blackstone Merger on terms other than those contemplated by the Blackstone Merger Agreement, or if the Blackstone Merger is not completed, could materially adversely affect our business and financial results.

The pendency of the Blackstone Merger could adversely affect our business and operations.

In connection with the pending Blackstone Merger, some of the parties with whom we do business may delay or defer decisions, which could negatively impact our revenues, earnings, cash flows and expenses, regardless of whether the Blackstone Merger is completed. In addition, under the Blackstone Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Blackstone Merger. These restrictions may prevent us from pursuing certain strategic transactions, acquiring and disposing assets, undertaking certain capital projects, undertaking certain financing transactions and otherwise pursuing other actions that are not in the ordinary course of business, even if such actions could prove beneficial. These restrictions may impede our growth which could negatively impact our revenue, earnings and cash flows. Additionally, the pendency of the Blackstone Merger may make it more difficult for us to effectively retain and incentivize key personnel.

Stockholder litigation could prevent or delay the closing of the pending Blackstone Merger or otherwise negatively impact our business, operating results and financial condition.

If a stockholder were to commence litigation related to the pending Blackstone Merger, we may incur significant costs in connection with the defense or settlement of any such litigation including costs associated with the indemnification of obligations to our directors. Such litigation may also adversely affect our ability to complete the pending Blackstone Merger.

Risks Related to an Investment in Us

There is no public trading market for your shares; therefore, it will be difficult for you to sell your shares.

There is no current established public market for our shares and our charter does not require our directors to seek stockholder approval to liquidate our assets by a specified date nor list our shares on an exchange by a specified date. Our charter limits your ability to transfer or sell your shares unless the prospective stockholder meets the applicable suitability and minimum purchase standards. Our charter also prohibits the ownership of more than 9.8% of our stock, unless exempted by our board of directors, which may inhibit large investors from desiring to purchase your shares. Moreover, our share redemption program is suspended. Therefore, it will be difficult for you to sell your shares promptly or at all. If you are able to sell your shares, you would likely have to sell them at a substantial discount to the estimated net asset value. It is also likely that your shares would not be accepted as the primary collateral for a loan.

We are recently self-managed.

On January 28, 2021, upon consummation of the merger with REIT I, we became a self-managed REIT. We no longer bear the costs of the various fees and expense reimbursements previously paid to our Advisor; however, our expenses now include the compensation and benefits of our officers, employees and consultants, as well as overhead previously paid by our Advisor and their affiliates. Our employees provide services historically provided by the external advisor and its affiliates. We are subject to potential liabilities that are commonly faced by employers, such as workers’ disability and compensation claims, potential labor disputes, and other employee-related liabilities and grievances, and we bear the cost of the establishment and maintenance of any employee compensation plans. In addition, because we had not previously operated as a self-managed REIT, we may encounter unforeseen costs, expenses and difficulties associated with providing these services on a self-advised basis. If we incur unexpected expenses as a result of our self-management, our results of operations could be lower than they otherwise would have been.

The loss of or the inability to hire additional or replacement key real estate and debt finance professionals could delay or hinder implementation of our investment strategies, which could limit our ability to make distributions and decrease the value of your investment.

We believe that our future success depends, in large part, upon our ability to retain highly skilled managerial, operational and marketing professionals. Competition for such professionals is intense, and we may be unsuccessful in attracting and retaining such skilled individuals. If we are unable to obtain the services of highly skilled professionals, our ability to implement our investment strategies could be delayed or hindered and the value of your investment may decline.

If we make distributions from sources other than our cash flow from operations, we will have less funds available for the acquisition of properties, your overall return may be reduced and the value of a share of our common stock may be diluted.

We will declare distributions when our board of directors determines we have sufficient cash flow. Our board of directors considers many factors before authorizing a cash distribution, including current and projected cash flow from operations, capital expenditure needs, general financial conditions and REIT qualification requirements. We expect that our board may declare cash distributions that are paid in advance of our receipt of cash flow that we expect to receive during a later period. In these instances, where we do not have sufficient cash flow to cover our distributions, we expect to use the proceeds from borrowings or asset sales to pay distributions. We may borrow funds or sell assets to make and cover our declared distributions, all or a portion of which could be deemed a return of capital. We may also fund such distributions from third-party borrowings. If we fund cash distributions from borrowings, sales of assets or the net proceeds from securities issuances, we will have less funds available for the acquisition of real estate and real estate-related assets and your overall return may be reduced. Further, to the extent cash distributions exceed cash flow from operations, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize capital gain. Our organizational documents do not limit the amount of distributions we can fund from sources other than from cash flows from operations.

The outbreak of widespread contagious disease, such as the novel coronavirus, COVID-19, could adversely impact our operations and the value of our investments.

The outbreak of the COVID-19 virus in 2020 has created considerable instability and disruption in the U.S. and world economies. The extent to which our results of operations or our overall value will be affected by the COVID-19 virus will largely depend on future developments, which remain uncertain and cannot be accurately predicted, including new information which

may emerge concerning the severity of the COVID-19 virus and the actions required to be undertaken to contain the COVID-19 virus or treat its impact. As a result of shutdowns, quarantines or actual viral health issues, tenants at our multifamily apartment communities may experience reduced wages for a prolonged period of time and may be unable to make their rental payments. We may be unable to evict tenants due to federal, state and/or local laws or regulations or lender requirements implemented as a result of the COVID-19 virus outbreak. Our results of operations have also been partially impacted as a result of waiving late fees and the suspension of evictions at our properties. In addition, property managers may be limited in their ability to properly maintain our multifamily apartment communities and we have and may continue to defer significant value-add projects. Market fluctuations may affect our ability to obtain necessary funds for our operations from current lenders or new borrowings. In addition, we may be unable to obtain financing for the acquisition of investments on satisfactory terms, or at all. The occurrence of any of the foregoing events or any other related matters could materially and adversely affect our financial performance and our overall value, and investors could lose all or a substantial portion of their investment.

Future interest rate increases in response to inflation may inhibit our ability to conduct our business and acquire or dispose of real property or real estate-related debt investments at attractive prices and your overall return may be reduced.

While we expect a significant amount of our leases to be short term multi-family leases that are not impacted by inflation, we will be exposed to inflation risk with respect to income from any long-term leases on real property and from related real estate debt investments as these may constitute a source of our cash flows from operations. High inflation may tighten credit and increase prices. Further, if interest rates rise, such as during an inflationary period, the cost of acquisition capital to purchasers may also rise, which could adversely impact our ability to dispose of our assets at attractive sales prices. Should we be required to acquire, hold or dispose of our assets during a period of inflation, our overall return may be reduced.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter require us to indemnify our directors and officers to the maximum extent permitted by Maryland law for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. In addition, our charter eliminates our directors’ and officers’ liability to us and our stockholders for monetary damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our directors and officers.

We may change our policies and our operations without stockholder consent.

Our board of directors determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT qualification and distributions. Our board of directors may amend or revise these and other policies without a vote of the stockholders. Under Maryland General Corporation Law and our charter, our stockholders have a right to vote only on limited matters. Our board’s broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks you face as a stockholder.

The estimated value per share of our common stock may not reflect the value that stockholders will receive for their investment.

On January 23, 2022, our board of directors approved an estimated value per share of our common stock of $14.75 based solely on the cash consideration to be paid to our common stockholders by BREIT in connection with the Blackstone Merger. See “Background of the Merger” in our definitive proxy statement filed with the SEC on March 14, 2022 for additional information about how the merger consideration was determined. We provided this estimated value per share to assist broker-dealers that participated in our public offerings in meeting their customer account statement reporting obligations under Financial Industry Regulatory Authority (“FINRA”) Rule 2231. The estimated value per share is based solely on the merger consideration that BREIT is willing to pay to acquire our shares of common stock. With respect to the estimated value per share, we can give no assurances that:

•a stockholder would be able to resell his or her shares at the estimated value per share;

•a stockholder would ultimately realize distributions per share equal to our estimated value per share upon liquidation of our assets and settlement of our liabilities or a sale of our company;

•our shares of common stock would trade at the estimated value per share on a national securities exchange;

•independent third-party appraiser or third-party valuation firm would agree with the our estimated value per share; or

•the methodology used to calculate our estimated value per share would be acceptable to FINRA or for compliance with ERISA reporting requirements.

We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology, or IT, networks and related systems.

We will face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems or the IT systems of our vendors. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems (including the IT systems of our vendors, such as Greystar, our third-party property manager) are essential to the operation of our business and our ability to perform day-to-day operations, and, in some cases, may be critical to the operations of certain of our tenants. There can be no assurance that our efforts to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving our, or our vendors, IT networks and related systems could adversely impact our financial condition, results of operations, cash flows, and our ability to satisfy our debt service obligations and to pay distributions to our stockholders.

Risks Related to Our Corporate Structure

Our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price to our stockholders.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. To help us comply with the REIT ownership requirements of the Internal Revenue Code, our charter prohibits a person from directly or constructively owning more than 9.8% of our outstanding shares, unless exempted by our board of directors. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all, or substantially all, of our assets) that might provide a premium price for holders of our common stock.

Our charter permits our board of directors to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third-party from acquiring us in a manner that could result in a premium price to our stockholders.

Our board of directors may increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption of any such stock. Our board of directors could authorize the issuance of preferred stock with terms and conditions that could have priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Such preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all, or substantially all, of our assets) that might provide a premium price to holders of our common stock. Prior to the amendment of our charter in July 2021 (following our transition to a self-managed structure), our charter required our conflicts committee, which consists of all of our independent directors, to approve any issuance of preferred stock. Although we have amended our charter to remove references to our conflicts committee due to no longer being externally advised, our independent directors continue to be charged with the responsibility of approving any such issuance of preferred stock.

Rapid changes in the values of our assets may make it more difficult for us to maintain our qualification as a REIT or our exception from the definition of an investment company under the Investment Company Act.

If the market value or income potential of our qualifying real estate assets changes as compared to the market value or income potential of our non-qualifying assets, or if the market value or income potential of our assets that are considered “real estate-related assets” under the Investment Company Act or REIT qualification tests changes as compared to the market value or income potential of our assets that are not considered “real estate-related assets” under the Investment Company Act or REIT

qualification tests, whether as a result of increased interest rates, prepayment rates or other factors, we may need to modify our investment portfolio in order to maintain our REIT qualification or exception from the definition of an investment company. If the decline in asset values or income occurs quickly, this may be especially difficult, if not impossible, to accomplish. This difficulty may be exacerbated by the illiquid nature of many of the assets that we may own. We may have to make investment decisions that we otherwise would not make absent REIT and Investment Company Act considerations.

You may not be able to sell your shares under our share redemption program and, if you are able to sell your shares under the program, you may not be able to recover the amount of your investment in our shares.

On January 23, 2022, our board of directors suspended our share redemption program. Previously, our share redemption program was only available for redemptions submitted in connection with a stockholder’s death, qualifying disability or confinement to a long-term care facility (each as defined in the share redemption program). Our board of directors may amend, suspend or terminate our share redemption program upon 30 days’ notice without stockholder approval. Our board of directors may reject any request for redemption of shares. Further, there are many limitations on your ability to sell your shares pursuant to the share redemption program. Any stockholder requesting repurchase of their shares pursuant to our share redemption program will be required to certify to us that such stockholder acquired the shares by either (1) a purchase directly from REIT II, REIT I or REIT III or (2) a transfer from the original investor by way of (i) a bona fide gift not for value to, or for the benefit of, a member of the stockholder’s immediate or extended family, (ii) a transfer to a custodian, trustee or other fiduciary for the account of the stockholder or his or her immediate or extended family in connection with an estate planning transaction, including by bequest or inheritance upon death or (iii) operation of law.

In addition, our share redemption program contains other restrictions and limitations. We expect to redeem shares on a quarterly basis. If our board of directors determines to fully resume our share redemption program, shares will be redeemed pro rata among all stockholders requesting redemption in such quarter, with a priority given to redemptions upon the death, qualifying disability, or confinement to a long-term care facility of a stockholder; next, to stockholders who demonstrate, in the discretion of our board of directors, another involuntary, exigent circumstance, such as bankruptcy; next, to stockholders subject to a mandatory distribution requirement under such stockholder’s IRA; and, finally, to other redemption requests.

If open, we will not redeem more than 5% of the weighted average number of shares outstanding during the twelve-month period immediately prior to the date of redemption. In addition, the cash available for redemption in a given fiscal quarter will be limited to proceeds from our distribution reinvestment plan during the immediately preceding calendar quarter; provided that, for any quarter in which no proceeds from the distribution reinvestment plan are available, the funding limitation for the quarter will be set by the board of directors upon ten business days’ notice to stockholders.

Your interest in us will be diluted if we issue additional shares, which could reduce the overall value of your investment.

Our stockholders do not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue 1,010,050,000 shares of capital stock, of which 1,000,000,000 shares are designated as common stock, 50,000 shares are designated as convertible stock and 10,000,000 are designated as preferred stock. Our board of directors may increase the number of authorized shares of capital stock without stockholder approval. Our board may elect to (1) sell additional equity securities in future public or private offerings; (2) issue shares of our common stock upon the exercise of the options we may grant to our independent directors or to employees of our advisor or property manager; (3) issue shares to our Advisor, its successors or assigns, in payment of an outstanding obligation or as consideration in a related-party transaction; (4) issue shares of common stock upon the conversion of our convertible stock; or (5) issue shares of our common stock to sellers of properties we acquire in connection with an exchange of limited partnership interests of our operating partnership. To the extent we issue additional equity interests, your percentage ownership interest in us will be diluted. Further, depending upon the terms of such transactions, most notably the offering price per share, which may be less than the price paid per share in any public offering and the value of our properties, existing stockholders may also experience a dilution in the book value of their investment in us.

Our board of directors could opt into certain provisions of the Maryland General Corporation Law in the future, which may discourage others from trying to acquire control of us and may prevent our stockholders from receiving a premium price for their stock in connection with a business combination.

Under Maryland law, “business combinations” between a Maryland corporation and certain interested stockholders or affiliates of interested stockholders are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. Also under Maryland law, control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, an officer of the corporation or an employee of the corporation who is also a director of the corporation are excluded from the vote on whether to

accord voting rights to the control shares. Should our board opt into these provisions of Maryland law, it may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Because Maryland law permits our board to adopt certain anti-takeover measures without stockholder approval, investors may be less likely to receive a “control premium” for their shares.

In 1999, the State of Maryland enacted legislation that enhances the power of Maryland corporations to protect themselves from unsolicited takeovers. Among other things, the legislation permits our board, without stockholder approval, to amend our charter to:

•stagger our board of directors into three classes;

•require a two-thirds stockholder vote for removal of directors;

•provide that only the board can fix the size of the board;

•provide that all vacancies on the board, however created, may be filled only by the affirmative vote of a majority of the remaining directors in office; and

•require that special stockholder meetings may only be called by holders of a majority of the voting shares entitled to be cast at the meeting.

Under Maryland law, a corporation can opt to be governed by some or all of these provisions if it has a class of equity securities registered under the Exchange Act, and has at least three independent directors. Our charter does not prohibit our board from opting into any of the above provisions permitted under Maryland law. Becoming governed by any of these provisions could discourage an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of our securities.

Risks Related to Investments in Real Estate

Economic and regulatory changes that impact the real estate market generally may decrease the value of our investments and weaken our operating results.

The properties we acquire and their performance are subject to the risks typically associated with real estate, including:

•downturns in national, regional and local economic conditions;

•competition;

•adverse local conditions, such as oversupply or reduction in demand and changes in real estate zoning laws that may reduce the desirability of real estate in an area;

•vacancies, changes in market rental rates and the need to periodically repair, renovate and re-let space;

•changes in the supply of or the demand for similar or competing properties in an area;

•changes in interest rates and the availability of permanent mortgage financing, which may render the sale of a property or loan difficult or unattractive;

•changes in governmental regulations, including those involving tax, real estate usage, environmental and zoning laws; and

•periods of high interest rates and tight money supply.

Any of the above factors, or a combination thereof, could result in a decrease in the value of our investments, which would have an adverse effect on our results of operations, reduce the cash available for distributions and the return on your investment.

Residents of multifamily rental properties who have experienced personal financial problems or a downturn in their business may delay enforcement of our rights, and we may incur substantial costs attempting to protect our investment.

Residents or tenants who have experienced a downturn in their residential or business leases and residents or tenants who have experienced difficulties with their personal financial situations such as a job loss, bankruptcy or bad credit rating, may result in their failure to make timely rental payments or their default under their leases. In the event of any default by residents or tenants at our properties, we may experience delays in enforcing our rights and may incur substantial costs attempting to protect our investment.

The bankruptcy or insolvency of any resident or tenant also may adversely affect the income produced by our properties. If any resident or tenant becomes a debtor in a case under the U.S. Bankruptcy Code, our actions may be restricted by the bankruptcy court and our financial condition and results of operations could be adversely affected.

The operating costs of our properties will not necessarily decrease if our income decreases.

Certain expenses associated with ownership and operation of a property may be intentionally increased to enhance the short- and long-term success of the property in the form of capital gain and current income, such as:

•increased staffing levels;

•enhanced technology applications; and

•increased marketing efforts.

Certain expenses associated with the ownership and operation of a property are not necessarily reduced by events that adversely affect the income from the property, such as:

•real estate taxes;

•insurance costs; and

•maintenance costs.

For example, if the leased property loses tenants or rents are reduced, then those costs described in the preceding sentence are not necessarily reduced. As a result, our cost of owning and operating leased properties may, in the future, exceed the income the property generates even though the property’s income exceeded its costs at the time it was acquired. This would decrease the amount of cash available to us to distribute to you and could negatively affect your return on investment.

We compete with third parties in acquiring, managing and selling properties and other investments, which could reduce our profitability and the return on your investment.

We believe that the current market for properties that meet our investment objectives is extremely competitive and many of our competitors have greater resources than we do. We compete with numerous other entities engaged in real estate investment activities, including individuals, corporations, banks and insurance company investment accounts, other REITs, real estate limited partnerships, the U.S. Government and other entities, to acquire, manage and sell real estate and real estate-related assets. Many of our expected competitors enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase.

Competition with these entities may result in the following:

•greater demand for the acquisition of real estate and real estate-related assets, which results in increased prices we must pay for our real estate and real estate-related assets;

•delayed investment of our capital;

•decreased availability of financing to us; or

•reductions in the size or desirability of the potential tenant base for one or more properties that we lease.

If such events occur, you may experience a lower return on your investment.

Properties that have significant vacancies may experience delays in leasing up or could be difficult to sell, which could diminish our return on these properties.

A property may incur vacancies either by the expiration of tenant leases or the continued default of tenants under their leases. Further, our potential investments in underperforming multifamily rental properties may have significant vacancies at the time of acquisition. If vacancies continue for a prolonged period of time beyond the expected lease-up stage that we anticipate will follow any redevelopment or repositioning efforts, we may suffer reduced revenues resulting in less cash available for distributions. In addition, the resale value of the property could be diminished because the market value of a particular property depends principally upon the value of the cash flow generated by the leases associated with that property. Such a reduction on the resale value of a property could also reduce your return on investment.

We utilize third-party property managers to manage the day-to-day affairs of properties we acquire, and should the staff of a particular property perform poorly, our operating results for that property will similarly be hindered and our net income may be reduced..

With our oversight, we depend upon the performance of third-party property managers to manage our properties. Poor performance by those sales, leasing and other management staff members operating a particular property will necessarily translate into poor results of operations for that particular property. Should our third-party property managers fail to identify problems in the day-to-day management of a particular property or fail to take the appropriate corrective action in a timely manner, our operating results may be hindered and our net income reduced.

If we are unable to obtain funding for future capital needs, cash distributions to our stockholders could be reduced and the value of our investments could decline.

If we need additional capital in the future to improve or maintain our properties or for any other reason, we may have to obtain financing from sources beyond our cash flow from operations, such as borrowings, sales of assets or future equity offerings. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional funding for capital improvements, our investments may generate lower cash flows or decline in value, or both, which would limit our ability to make distributions to you and could reduce the value of your investment.

If we are unable to sell a property for the price, on the terms, or within the time frame we desire, it could limit our ability to pay cash distributions to you.

Many factors that are beyond our control affect the real estate market and could affect our ability to sell properties for the price, on the terms, or within the time frame that we desire. These factors include general economic conditions, the availability of financing, interest rates and other factors, including supply and demand. Because real estate investments are relatively illiquid, we have a limited ability to vary our portfolio in response to changes in economic or other conditions. Further, before we can sell a property on the terms we want, it may be necessary to expend funds to correct defects or to make improvements. However, we can give no assurance that we will have the funds available to correct such defects or to make such improvements. We may be unable to sell our properties at a profit. Our inability to sell properties at the time and on the terms we want could reduce our cash flow and limit our ability to make distributions to you and could reduce the value of your investment.

Government entities, community associations and contractors may cause unforeseen delays and increase costs to redevelop and reposition underperforming properties that we may acquire, which may reduce our net income and cash available for distributions to you.

We may seek to or be required to incur substantial capital obligations to redevelop or reposition existing properties that we acquire at a discount as a result of neglect of the previous owners or tenants of the properties and to sell the properties. Our advisor and its key real estate professionals will do their best to acquire properties that do not require excessive redevelopment or modifications and that do not contain hidden defects or problems. There could, however, be unknown and excessive costs, expenses and delays associated with a discounted property’s redevelopment, repositioning or interior and exterior upgrades. We will be subject to risks relating to the uncertainties associated with rezoning for redevelopment and other concerns of governmental entities, community associations and our construction manager’s ability to control costs and to build in conformity with plans and the established timeframe. We will pay a construction management fee to a construction manager, which may be our Manager or its affiliates, if new capital improvements are required.

If we are unable to increase rental rates or sell the redeveloped property at a price consistent with our underwritten projections due to local market or economic conditions to offset the cost of the redevelopment or repositioning the property, the return on your investment may suffer. To the extent we acquire discounted properties in major metropolitan areas where the local government has imposed rent controls, we may be prohibited from increasing the rental rates to a level sufficient to cover the particular property’s redevelopment costs and expenses.

Costs of responding to both known and previously undetected environmental contamination and hazardous conditions may decrease our cash flows and limit our ability to make distributions.

Real property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection of the environment and human health. We could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials, and other health and safety-related concerns.

Some of these laws and regulations may impose joint and several liability on the tenants, current or previous owners or operators of real property for the costs to investigate or remediate contaminated properties, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Our tenants’ operations, the condition of properties at the time we buy them, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties.

Environmental laws also may impose liens on a property or restrictions on the manner in which a property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances.

The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder our ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties, or damages we must pay will reduce our ability to make distributions and may reduce the value of your investment.

Properties acquired by us may have toxic mold that could result in substantial liabilities to us.

Litigation and concern about indoor exposure to certain types of toxic molds has been increasing as the public becomes aware that exposure to mold can cause a variety of health effects and symptoms, including allergic reactions. It is impossible to eliminate all mold and mold spores in the indoor environment. There can be no assurance that the properties acquired by us will not contain toxic mold. The difficulty in discovering indoor toxic mold growth could lead to an increased risk of lawsuits by affected persons and the risk that the cost to remediate toxic mold will exceed the value of the property. There is a risk that we may acquire properties that contain toxic mold and such properties may negatively affect our performance and your return on investment.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flows and the return on your investment.

There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases have begun to insist that commercial property owners purchase coverage against terrorism as a condition for providing mortgage loans. Such insurance policies may not be available at reasonable costs, if at all, which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate coverage for such losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such uninsured loss. In addition, other than any working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions.

Our costs associated with and the risk of failing to comply with the Americans with Disabilities Act, the Fair Housing Act and other tax credit programs may adversely affect cash available for distributions.

Our properties are generally expected to be subject to the Americans with Disabilities Act of 1990, as amended. Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The Disabilities Act’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. We cannot assure you that we will be able to acquire properties that comply with the Disabilities Act or place the burden on the seller or other third-party to ensure compliance with such laws. If we cannot, our funds used for compliance with these laws may affect cash available for distributions and the amount of distributions to you.

The multifamily rental properties we acquire must comply with Title III of the Disabilities Act, to the extent that such properties are “public accommodations” or “commercial facilities” as defined by the Disabilities Act. Compliance with the Disabilities Act could require removal of structural barriers to handicapped access in certain public areas of our apartment

communities where such removal is readily achievable. The Disabilities Act does not, however, consider residential properties, such as multifamily rental properties, to be public accommodations or commercial facilities, except to the extent portions of such facilities, such as the leasing office, are open to the public.

We also must comply with the Fair Housing Amendment Act of 1988 (“FHAA”), which requires that multifamily rental properties first occupied after March 13, 1991 be accessible to handicapped residents and visitors. Compliance with the FHAA could require removal of structural barriers to handicapped access in a community, including the interiors of apartment units covered under the FHAA. Recently there has been heightened scrutiny of multifamily rental properties for compliance with the requirements of the FHAA and the Disabilities Act and an increasing number of substantial enforcement actions and private lawsuits have been brought against multifamily rental properties to ensure compliance with these requirements. Noncompliance with the FHAA and the Disabilities Act could result in the imposition of fines, awards of damages to private litigants, payment of attorneys’ fees and other costs to plaintiffs, substantial litigation costs and substantial costs of remediation.

Certain of our properties may be subject to the low income housing tax credits, historic preservation tax credits or other similar tax credit rules at the federal, state or municipal level. The application of these tax credit rules is extremely complicated and noncompliance with these rules may have adverse consequences for us. Noncompliance with applicable tax regulations may result in the loss of future or other tax credits and the fractional recapture of these tax credits already taken. Accordingly, noncompliance with these tax credit rules and related restrictions may adversely affect our ability to distribute any cash to our investors.

Our properties may be dispersed geographically and across various markets and sectors.

We may acquire and operate properties in different locations throughout the United States and in different markets and sectors. The success of our properties will depend largely on our ability to hire various managers and service providers in each area, market and sector where the properties are located or situated. It may be more challenging to manage a diverse portfolio. Failure to meet such challenges could reduce the value of your investment.

Because of the concentration of a significant portion of our assets in certain geographic markets, any adverse economic, real estate or business conditions in these markets could affect our operating results and our ability to make distributions to our stockholders

As of December 31, 2021, our real estate investments located in Texas, Georgia, Illinois and Colorado represented approximately 26%, 13%, 12% and 10% of the portfolio. As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse economic developments in these real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for multifamily rentals resulting from the local business climate, could adversely affect our operating results and our ability to make distributions to stockholders.

Newly constructed and existing multifamily rental properties or other properties that compete with any properties we may acquire in any particular location could adversely affect the operating results of our properties and our cash available for distribution.

We may acquire properties in locations that experience increases in construction of multifamily rental or other properties that compete with our properties. This increased competition and construction could:

•make it more difficult for us to find residents to lease units in our apartment communities;

•force us to lower our rental prices in order to lease units in our apartment communities; or

•substantially reduce our revenues and cash available for distribution.

Our efforts to upgrade multifamily rental properties to increase occupancy and raise rental rates through redevelopment and repositioning may fail, which may reduce our net income and the cash available for distributions to you.

The success of our ability to upgrade any multifamily rental properties that we may acquire and realize capital gains and current income for you on these investments materially depends upon the status of the economy where the multifamily rental property is located. Our revenues will be lower if the rental market cannot bear the higher rental rate that accompanies the upgraded multifamily rental property due to job losses or other economic hardships. Should the local market be unable to support a higher rental rate for a multifamily rental property that we upgraded, we may not realize the premium rental we had assumed by a given upgrade and we may realize reduced rental income or a reduced gain or even loss upon the sale of the property. These events could cause us to reduce the cash available for distributions. Further, economic conditions caused by the COVID-19 pandemic may hinder or delay our ability to significantly carry out our value-add programs and thereby increase rents.

Repositioning risks could affect our profitability.

A component of our strategy is to renovate and reposition multifamily communities in order to effect long-term growth. Our renovation and repositioning activities generally entail certain risks, including the following:

•funds may be expended and management’s time devoted to projects that may not be completed due to a variety of factors, including without limitation, the inability to obtain necessary governmental approvals;

•construction costs of a renovation or repositioning project may exceed original estimates, possibly making the project economically unfeasible or the economic return on a repositioned property less than anticipated;

•increased material and labor costs, problems with subcontractors, or other costs due to errors and omissions which occur in the renovation process;

•projects may be delayed due to required governmental approvals, adverse weather conditions, labor shortages or other unforeseen complications;

•occupancy rates and rents at a repositioned property may be less than anticipated; and

•the operating expenses at a repositioned property may be higher than anticipated.

These risks may reduce the funds available for distribution to our stockholders. Further, the renovation and repositioning of properties is also subject to the general risks associated with real estate investments.

A concentration of our investments in any one property sector may leave our profitability vulnerable to a downturn or slowdown in such sector.

All of our investments are in the multifamily sector. Vacancy rates in multifamily rental properties and other commercial real estate properties may be related to jobless rates. As a result, we are subject to risks inherent in investments in a single type of property. The potential effects on our revenues, and as a result, on cash available for distribution, resulting from increased jobless rates as well as a general downturn or slowdown in multifamily properties could be more pronounced than if we had more fully diversified our investments.

Increased competition and the increased affordability of single-family and multifamily homes and condominiums for sale or rent could limit our ability to retain residents, lease apartment units or increase or maintain rents.

Any multifamily rental property that we may acquire and own will most likely compete with numerous housing alternatives in attracting residents, including single-family and multifamily homes and condominiums. Due to the current economic conditions, competitive housing in a particular area and the increasing affordability of single-family and multifamily homes and condominiums to buy caused by relatively low mortgage interest rates and generous federal and state government programs to promote home ownership could adversely affect our ability to fully occupy any multifamily rental properties we may acquire. Further, single-family homes and condominiums available for rent could also adversely affect our ability to retain our residents, lease apartment units and increase or maintain rental rates.

Short-term multifamily leases expose us to the effects of declining market rent, which could adversely impact our ability to make cash distributions.

We expect that substantially all of our apartment leases will be for a term of one year or less. Because these leases generally permit the residents to leave at the end of the lease term or earlier in certain situations, such as when a resident loses his/her job, without penalty, our rental revenues may be impacted by declines in market rents more quickly than if our leases were for longer terms.

Risks Associated with Debt Financing

We have incurred, and may continue to incur, mortgage indebtedness and other borrowings, which increases our risk of loss due to foreclosure.

We have incurred, and may continue to incur, mortgage indebtedness and lines of credit and long-term financing that may be secured by our properties and other assets. In some instances, we may acquire real properties by financing a portion of the price of the properties and mortgaging or pledging some or all of the properties purchased as security for that debt. We may also incur mortgage debt on properties that we already own in order to obtain funds to acquire additional properties. In addition, we may borrow as necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes, including borrowings to satisfy the REIT requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders (computed without regard to the dividends paid deduction and excluding net capital gain). We, however, can give you no assurance that we will be able to obtain such borrowings on satisfactory terms.

If we do mortgage a property and there is a shortfall between the cash flow from that property and the cash flow needed to service mortgage debt on that property, then the amount of cash available for distributions to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, reducing the value of your investment. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure even though we would not necessarily receive any cash proceeds. We may give full or partial guaranties to lenders of mortgage debt on behalf of the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties.

We also have obtained recourse debt which may be used to finance our acquisitions and meet our REIT distribution requirements. If we have insufficient income to service our recourse debt obligations, our lenders could institute proceedings against us to foreclose upon certain of our assets. If a lender successfully forecloses upon any of our assets, our ability to pay cash distributions to our stockholders will be limited and you could lose all or part of your investment.

High mortgage interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income and the amount of cash distributions we can make.

If mortgage debt is unavailable at reasonable interest rates, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we run the risk of being unable to refinance the properties when the loans become due, or of being unable to refinance on favorable terms. If interest rates are higher when we refinance the properties, our income could be reduced. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to you and may hinder our ability to raise more capital by issuing more stock or by borrowing more money.

We may not be able to access financing sources on attractive terms, which could adversely affect our ability to execute our business plan.

We may finance our assets over the long term through a variety of means, including credit facilities, issuance of commercial mortgage-backed securities, and other structured financings. Our ability to execute this strategy will depend on various conditions in the markets for financing in this manner that are beyond our control, including lack of liquidity and greater credit spreads. We cannot be certain that these markets will remain an efficient source of long‑term financing for our assets. If our strategy is not viable, we will have to find alternative forms of long‑term financing for our assets. This could subject us to more recourse indebtedness and the risk that debt service on less efficient forms of financing would require a larger portion of our cash flows, thereby reducing cash available for distribution to our stockholders and funds available for operations, as well as for future business opportunities.

We could be negatively impacted by the condition of Fannie Mae or Freddie Mac and by changes in government support for multifamily housing.

Fannie Mae and Freddie Mac are a major source of financing for multifamily real estate in the United States. We have utilized and expect to continue to utilize loan programs sponsored by these entities as a key source of capital to finance our growth and our operations. In September 2008, the U.S. government increased its control of Fannie Mae and Freddie Mac and placed both companies into a government conservatorship under the Federal Housing Finance Agency (the “FHFA”). Since that time, members of Congress have introduced and Congressional committees have considered a substantial number of bills that include comprehensive or incremental approaches to winding down Fannie Mae and Freddie Mac or changing their purposes, businesses or operations. In 2019, the FHFA for the first time released formal objectives calling for the return of Fannie Mae and Freddie Mac to the private sector. It was also announced during the year that Fannie Mae and Freddie Mac will be permitted to retain a combined $45 billion worth of earnings (Fannie Mae will be allowed to retain $25 billion and Freddie Mac $20 billion). This is a modification of the so-called “net worth sweep” provision that has required Fannie Mae and Freddie Mac to deliver nearly all of their profits to the Treasury; the result being that each organization will have the opportunity to build its net worth. A decision by the U.S. government to eliminate or downscale Fannie Mae or Freddie Mac or to reduce government support for multifamily housing more generally may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily assets and, as a result, may adversely affect our operations. Any potential reduction in loans, guarantees and credit enhancement arrangements from Fannie Mae and Freddie Mac could jeopardize the effectiveness of the multifamily sector’s derivative securities market, potentially causing breaches in loan covenants, and through reduced loan availability, impact the value of multifamily assets, which could impair the value of a significant portion of multifamily communities. Specifically, the potential for a decrease in liquidity made available to the multifamily sector by Fannie Mae and Freddie Mac could (i) hinder

our ability to refinance our existing loans; (ii) require us to obtain other sources of debt capital with potentially different terms; and (iii) make it more difficult for potential buyers of our properties to obtain financing.

Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property or discontinue insurance coverage. These or other limitations may limit our flexibility and our ability to achieve our operating plans.

Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to make distributions to our stockholders.

As of December 31, 2021, we had total outstanding debt of approximately $1.42 billion, including $613.0 million of debt subject to variable interest rates (excluding amounts that were hedged to fix rates), and may incur additional indebtedness in the future. Interest we pay reduces our cash available for distributions. Since we have incurred and may continue to incur variable rate debt, increases in interest rates raise our interest costs, which reduces our cash flows and our ability to make distributions to you. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to sell one or more of our properties at times which may not permit realization of the maximum return on such investments.

We may be adversely affected by the discontinuation of LIBOR after June 2023.

As of December 31, 2021, we had approximately $588.3 million of debt and 17 interest rate caps with an aggregate notional value of approximately $601.9 million that were indexed to the London Interbank Offered Rate (“LIBOR”). After June 2023, the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, intends to stop compelling banks to submit rates for the calculation of the tenors used in our LIBOR-based debt. As a result, the Alternative Reference Rates Committee (“ARRC”), a steering committee comprised of U.S. financial market participants, published model LIBOR replacement language for use in bilateral and syndicated loan facilities and identified the Secured Overnight Financing Rate (“SOFR”) as the replacement to LIBOR.

The International Swaps and Derivatives Association (“ISDA”), the trade association for the derivatives marketplace, published the ISDA IBOR Fallbacks Protocol (the “Protocol”) and the ISDA IBOR Fallbacks Supplement (the “Supplement”) which became effective on January 25, 2021. The Protocol incorporates LIBOR transition provisions into non-cleared derivatives transactions that reference LIBOR and were entered into before January 25, 2021 between parties to derivatives transactions that each have adhered to the Protocol. The Supplement automatically incorporates these LIBOR transition provisions into non-cleared derivatives transactions that reference LIBOR and are entered into on or after January 25, 2021. Any interest rate hedges that reference LIBOR and that we entered into on or after January 25, 2021 and that incorporate the 2006 ISDA Definition are subject to conversion based on the ISDA methodology set forth in the Supplement. In 2021, ISDA published the 2021 ISDA Interest Rate Derivatives Definitions (the “2021 Definitions”). Any interest rate hedges that reference LIBOR and that incorporate the ISDA 2021 Definitions are subject to conversion based on the ISDA methodology set forth in the 2021 Definitions. The spread adjustments to be used in connection with the transition from LIBOR to SOFR under any of our hedging agreements have been fixed pursuant to ISDA’s conversion methodology. These spread adjustments are expected to be the same regardless of whether the conversion occurs under the terms of the Protocol, the Supplement or the 2021 Definitions.

Differences between ARRC and ISDA LIBOR replacement methodology could result in differences in conversion between our debt instruments and corresponding hedges. Mismatches could occur resulting from conversion at different times, into different benchmark replacement rates, or into the same benchmark replacement rates calculated at different times or using different methods of calculation.

The transition from LIBOR to an alternate reference rate could result in higher all-in interest costs and could hinder our ability to maintain effective hedges, which could impact our financial performance. Furthermore, the impact or potential impact of LIBOR transition could incentivize us to prepay debt and/or unwind hedge positions earlier than we anticipated when closing the debt facility and/or entering into the hedge position. If we prepay debt, we may owe prepayment penalties or other breakage costs. If we unwind hedge positions, we could owe unwind payments to our counterparties, which could be significant. For hedges entered into before January 25, 2021, if we do not subsequently adhere to the Protocol, negotiate bilateral solutions with our counterparties, or unwind our positions before the discontinuation of LIBOR, it may be impossible for us or our counterparties to perform under these hedges following the discontinuation of LIBOR.

We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and decrease the value of your investment.

We have no limit on the amount of debt that we may incur. High debt levels would cause us to incur higher interest charges and higher debt service payments and may also be accompanied by restrictive covenants. These factors could limit the amount of cash we have available to distribute and could result in a decline in the value of your investment.

Federal Income Tax Risks

Our failure to continue to qualify as a REIT would subject us to federal income tax and reduce cash available for distribution to stockholders.

We elected to be taxed as a REIT under the Internal Revenue Code commencing with our taxable year ended December 31, 2014. We intend to continue to operate in a manner so as to continue to qualify as a REIT for federal income tax purposes. Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which only a limited number of judicial and administrative interpretations exist. Even an inadvertent or technical mistake could jeopardize our REIT status. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Moreover, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to continue to qualify as a REIT. If we fail to continue to qualify as a REIT in any taxable year, we would be subject to federal and applicable state and local income tax on our taxable income at corporate rates, in which case we might be required to borrow or liquidate some investments in order to pay the applicable tax. Losing our REIT status would reduce our net income available for investment or distribution to you because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the dividends-paid deduction and we would no longer be required to make distributions. Furthermore, if we fail to qualify as a REIT in any taxable year for which we have elected to be taxed as a REIT, we would generally be unable to elect REIT status for the four taxable years following the year in which our REIT status is lost.

Complying with REIT requirements may force us to borrow funds to make distributions to you or otherwise depend on external sources of capital to fund such distributions.

To continue to qualify as a REIT, we are required to distribute annually at least 90% of our taxable income, subject to certain adjustments, to our stockholders. To the extent that we satisfy the distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we may elect to retain and pay income tax on our net long-term capital gain. In that case, if we so elect, a stockholder would be taxed on its proportionate share of our undistributed long-term gain and would receive a credit or refund for its proportionate share of the tax we paid. A stockholder, including a tax-exempt or foreign stockholder, would have to file a federal income tax return to claim that credit or refund. Furthermore, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws.

From time-to-time, we may generate taxable income greater than our net income for GAAP. In addition, our taxable income may be greater than our cash flow available for distribution to you as a result of, among other things, investments in assets that generate taxable income in advance of the corresponding cash flow from the assets (for instance, if a borrower defers the payment of interest in cash pursuant to a contractual right or otherwise).

If we do not have other funds available in the situations described in the preceding paragraphs, we could be required to borrow funds on unfavorable terms, sell investments at disadvantageous prices or find another alternative source of funds to make distributions sufficient to enable us to distribute enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity.

Because of the distribution requirement, it is unlikely that we will be able to fund all future capital needs, including capital needs in connection with investments, from cash retained from operations. As a result, to fund future capital needs, we likely will have to rely on third-party sources of capital, including both debt and equity financing, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital will depend upon a number of factors, including our current and potential future earnings and cash distributions.

Despite our qualification for taxation as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to you.

Despite our qualification for taxation as a REIT for federal income tax purposes, we may be subject to certain federal, state and local taxes on our income and assets, including taxes on any undistributed income or property. Any of these taxes would decrease cash available for distribution to you. For instance:

•In order to continue to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain for this purpose) to you.

•To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on the undistributed income.

•We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.

•If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.

•If we sell an asset, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business and do not qualify for a safe harbor in the Internal Revenue Code, our gain would be subject to the 100% “prohibited transaction” tax.

•Any domestic taxable REIT subsidiary, or TRS, of ours will be subject to federal corporate income tax on its income, and on any non-arm’s-length transactions between us and any TRS, for instance, excessive rents charged to a TRS could be subject to a 100% tax.

•We may be subject to tax on income from certain activities conducted as a result of taking title to collateral.

•We may be subject to state or local income, property and transfer taxes, such as mortgage recording taxes.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

To continue to qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to stockholders and the ownership of our stock. As discussed above, we may be required to make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution. Additionally, we may be unable to pursue investments that would be otherwise attractive to us in order to satisfy the requirements for qualifying as a REIT.

We must also ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets, including certain mortgage loans and mortgage-backed securities. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets can consist of the securities of any one issuer (other than government securities and qualified real estate assets) and no more than 20% of the value of our gross assets (25% for tax years ending before 2018) may be represented by securities of one or more TRSs. Finally, for the taxable years after 2017, no more than 25% of our assets may consist of debt investments that are issued by “publicly offered REITs” and would not otherwise be treated as qualifying real estate assets. If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter to avoid losing our REIT status and suffering adverse tax consequences, unless certain relief provisions apply. As a result, compliance with the REIT requirements may hinder our ability to operate solely on the basis of profit maximization and may require us to liquidate investments from our portfolio, or refrain from making, otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to stockholders.

Complying with REIT requirements may limit our ability to hedge effectively.

The REIT provisions of the Internal Revenue Code may limit our ability to hedge our operations effectively. Our aggregate gross income from non-qualifying hedges, fees and certain other non-qualifying sources cannot exceed 5% of our annual gross income. As a result, we might have to limit our use of advantageous hedging techniques or implement those hedges through a TRS. Any hedging income earned by a TRS would be subject to federal, state and local income tax at regular corporate rates. This could increase the cost of our hedging activities or expose us to greater risks associated with interest rate or other changes than we would otherwise incur.

Liquidation of assets may jeopardize our REIT qualification.

To continue to qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to satisfy our obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% prohibited transaction tax on any resulting gain if we sell assets that are treated as dealer property or inventory.

The prohibited transactions tax may limit our ability to engage in transactions, including disposition of assets and certain methods of securitizing loans, which would be treated as sales for federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of dealer property, other than foreclosure property, but including loans held primarily for sale to customers in the ordinary course of business. We might be subject to the prohibited transaction tax if we were to dispose of or securitize loans in a manner that is treated as a sale of the loans, for federal income tax purposes. In order to avoid the prohibited transactions tax, we may choose not to engage in certain sales of loans and may limit the structures we use for any securitization financing transactions, even though such sales or structures might otherwise be beneficial to us. Additionally, we may be subject to the prohibited transaction tax upon a disposition of real property. Although a safe-harbor exception to prohibited transaction treatment is available, we cannot assure you that we can comply with such safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of our trade or business. Consequently, we may choose not to engage in certain sales of real property or may conduct such sales through a TRS.

It may be possible to reduce the impact of the prohibited transaction tax by conducting certain activities through a TRS. However, to the extent that we engage in such activities through a TRS, the income associated with such activities will be subject to a corporate income tax. In addition, the IRS may attempt to ignore or otherwise recast such activities in order to impose a prohibited transaction tax on us, and there can be no assurance that such recast will not be successful.

We also may not be able to use secured financing structures that would create taxable mortgage pools, other than in a TRS or through a subsidiary REIT.

We may recognize substantial amounts of REIT taxable income, which we would be required to distribute to you, in a year in which we are not profitable under GAAP principles or other economic measures.

We may recognize substantial amounts of REIT taxable income in years in which we are not profitable under GAAP or other economic measures as a result of the differences between GAAP and tax accounting methods. For instance, certain of our assets will be marked-to-market for GAAP purposes but not for tax purposes, which could result in losses for GAAP purposes that are not recognized in computing our REIT taxable income. Additionally, we may deduct our capital losses only to the extent of our capital gains in computing our REIT taxable income for a given taxable year. Consequently, we could recognize substantial amounts of REIT taxable income and would be required to distribute such income to you, in a year in which we are not profitable under GAAP or other economic measures.

We may distribute our common stock in a taxable distribution, in which case our stockholders may sell shares of our common stock to pay tax on such distributions, and our stockholders may receive less in cash than the amount of the dividend that is taxable.

We may make taxable distributions that are payable in cash and common stock. The IRS has issued private letter rulings to other REITs treating certain distributions that are paid partly in cash and partly in stock as taxable distributions that would satisfy the REIT annual distribution requirement and qualify for the dividends paid deduction for federal income tax purposes. Those rulings may be relied upon only by taxpayers to whom they were issued, but we could request a similar ruling from the IRS. Accordingly, it is unclear whether and to what extent we will be able to make taxable distributions payable in cash and common stock. If we made a taxable dividend payable in cash and common stock, taxable stockholders receiving such distributions will be required to include the dividend as taxable income to the extent of our current and accumulated earnings and profits, as determined for federal income tax purposes. As a result, our stockholders may be required to pay income tax with respect to such distributions in excess of the cash distributions received. If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount recorded in earnings with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock.

REIT distribution requirements could adversely affect our ability to execute our business plan.

We generally must distribute annually at least 90% of our REIT taxable income (which is determined without regard to the dividends paid deduction or net capital gain for this purpose) in order to continue to qualify as a REIT. We intend to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code and to avoid corporate income tax and the 4% excise tax. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Distributions paid by REITs do not qualify for the reduced tax rates that apply to other corporate distributions.

The maximum tax rate for “qualified dividends” paid by corporations to non-corporate stockholders is currently 20%. Distributions paid by REITs, however, generally are taxed at ordinary income rates (subject to a maximum rate of 37% for non-corporate stockholders, provided individuals may be able to deduct 20% of income received as ordinary REIT dividends, thus reducing the maximum effective federal income tax rate on such dividends), rather than the preferential rate applicable to qualified dividends.

You may have current tax liability on distributions you elect to reinvest in our common stock.

If you participate in our distribution reinvestment plan, you will be deemed to have received, and for income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. In addition, you will be treated for tax purposes as having received an additional distribution to the extent the shares are purchased at a discount to fair market value. As a result, unless you are a tax-exempt entity, you may have to use funds from other sources to pay your tax liability on the value of the shares of common stock received.

Retirement Plan Risks

If the fiduciary of an employee benefit plan subject to ERISA (such as a profit sharing, Section 401(k) or pension plan) or an owner of a retirement arrangement subject to Section 4975 of the Internal Revenue Code (such as an IRA) fails to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our stock, the fiduciary could be subject to penalties and other sanctions.

There are special considerations that apply to employee benefit plans subject to ERISA (such as profit sharing, Section 401(k) or pension plans) and other retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as an IRA) that are investing in our shares. Fiduciaries and IRA owners investing the assets of such a plan or account in our common stock should satisfy themselves that:

•the investment is consistent with their fiduciary and other obligations under ERISA and the Internal Revenue Code;

•the investment is made in accordance with the documents and instruments governing the plan or IRA, including the plan’s or account’s investment policy;

•the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Internal Revenue Code;

•the investment in our shares, for which no public market currently exists, is consistent with the liquidity needs of the plan or IRA;

•the investment will not produce an unacceptable amount of “unrelated business taxable income” for the plan or IRA;

•our stockholders will be able to comply with the requirements under ERISA and the Internal Revenue Code to value the assets of the plan or IRA annually; and

•the investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

With respect to the annual valuation requirements described above, we will provide an estimated value for our shares annually. We can make no claim whether such estimated value will or will not satisfy the applicable annual valuation requirements under ERISA and the Internal Revenue Code. The Department of Labor or the Internal Revenue Service may determine that a plan fiduciary or an IRA custodian is required to take further steps to determine the value of our common stock. In the absence of an appropriate determination of value, a plan fiduciary or an IRA custodian may be subject to damages, penalties or other sanctions. See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities - Market Information” of this Annual Report on Form 10-K.

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Internal Revenue Code may result in the imposition of civil and criminal penalties and could subject the fiduciary to claims for damages or for equitable remedies, including liability for investment losses. In addition, if an investment in our shares constitutes a prohibited transaction under ERISA or the Internal Revenue Code, the fiduciary or IRA owner who authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. In addition, the investment transaction must be undone. In the case of a prohibited transaction involving an IRA owner, the IRA may be disqualified as a tax-exempt account and all of the assets of the IRA may be deemed distributed and subjected to tax.

If our assets are deemed to be plan assets, we may be exposed to liabilities under Title I of ERISA and the Internal Revenue Code

In some circumstances where an ERISA plan holds an interest in an entity, the assets of the entity are deemed to be ERISA plan assets unless an exception applies. This is known as the “look-through rule.” Under those circumstances, the obligations and other responsibilities of plan sponsors, plan fiduciaries and plan administrators, and of parties in interest and disqualified persons, under Title I of ERISA or Section 4975 of the Internal Revenue Code, may be applicable, and there may be liability under these and other provisions of ERISA and the Internal Revenue Code. We believe that our assets should not be treated as plan assets because the shares should qualify as “publicly-offered securities” that are exempt from the look-through rules under applicable Treasury Regulations. We note, however, that because certain limitations are imposed upon the transferability of shares so that we may qualify as a REIT, and perhaps for other reasons, it is possible that this exemption may not apply. If that is the case, and if we are exposed to liability under ERISA or the Internal Revenue Code, our performance and results of operations could be adversely affected.

If you invest in our shares through an IRA or other retirement plan, you may be limited in your ability to withdraw required minimum distributions.

If you establish an IRA or other retirement plan through which you invest in our shares, federal law may require you to withdraw required minimum distributions ("RMDs") from such plan in the future. Our share redemption program limits the amount of redemptions that can be made in a given year. As a result, you may not be able to have your shares redeemed at a time in which you need liquidity to satisfy the RMD requirements under your IRA or other retirement plan. Even if you are able to have your shares redeemed, such redemption may be at a price less than the price at which the shares were initially purchased. If you fail to withdraw RMDs from your IRA or other retirement plan, you may be subject to certain tax penalties.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

As of December 31, 2021, we owned 45 multifamily properties encompassing approximately 13,707 units. Additional information is included in Schedule III to our financial statements included in this Report. The following is a summary of our real estate properties as of December 31, 2021:

Property	City, State	Number of Units		Net Effective Rent per Occupied Unit (1)		Average Occupancy (2)
1000 Spalding	Atlanta, GA		252		1,394		94.5	%
81 Fifty at West Hills	Portland, OR		357		1,410		95.2	%
The Adairs	Dallas, TX		352		1,223		95.6	%
Addison at Sandy Springs	Sandy Springs, GA		236		1,253		93.7	%
Arcadia	Centennial , CO		300		1,596		94.1	%
Aston at Cinco Ranch	Katy, TX		228		1,365		97.5	%
Bay Club	Jacksonville, FL		220		1,301		96.3	%
Bristol at Grapevine	Grapevine, TX		376		1,070		95.0	%
Calloway at Las Colinas	Irving, TX		536		1,171		92.1	%
Cannery Lofts	Dayton, OH		156		1,282		94.3	%
Courtney Meadows	Jacksonville, FL		276		1,279		97.7	%
Crosstown at Chapel Hill	Chapel Hill, NC		411		1,218		94.5	%
Estates at Johns Creek	John’s Creek , GA		403		1,692		95.3	%
Grand Reserve	Naperville, IL		319		1,775		96.5	%
Green Trails	Lisle, IL		440		1,471		96.4	%
Heritage Pointe	Gilbert, AZ		458		1,220		96.8	%
Indigo Creek	Glendale, AZ		408		1,275		96.6	%
Legacy at Martin's Point	Lombard, IL		256		1,530		96.2	%
Matthews Reserve	Matthews, NC		212		1,273		95.6	%
Maxwell Townhomes	San Antonio, TX		316		1,136		90.0	%
Meridian Pointe	Burnsville, MN		339		1,402		95.3	%
Montclair Terrace	Portland, OR		188		1,479		95.0	%
Perimeter 5550	Atlanta, GA		165		1,317		97.1	%
Perimeter Circle	Atlanta, GA		194		1,401		96.2	%
Point Bonita	Chula Vista, CA		294		1,795		94.8	%
Providence Park	Arlington , TX		524		1,328		91.3	%
Ravina	Austin, TX		498		1,302		97.5	%
Skyview	Westminster, CO		224		1,309		86.4	%
South Lamar Village	Austin, TX		208		1,371		96.3	%
Sunset Ridge	San Antonio, TX		324		1,162		95.2	%
Terraces at Lake Mary	Lake Mary, FL		284		1,332		96.3	%
The Bryant at Yorba Linda	Yorba Linda, CA		400		2,180		94.2	%
The Palmer at Las Colinas	Dallas, TX		476		1,451		93.2	%
The Summit	Alexandria, VA		141		1,939		95.8	%
The Westside	Plano, TX		412		1,173		94.2	%
Trailpoint at the Woodlands	The Woodlands, TX		271		1,112		96.1	%
Tramore Village	Austell, GA		324		1,251		95.2	%
Uptown Buckhead	Atlanta, GA		216		1,288		95.6	%
Verdant	Boulder , CO		216		1,899		93.4	%
Verona	Littleton, CO		276		1,327		94.0	%
Vista Apartment Homes	Philadelphia , PA		133		1,470		97.0	%
Wimbledon Oaks	Arlington, TX		248		1,146		94.6	%
Windbrooke Crossing	Buffalo Grove, IL		236		1,593		95.7	%
Winthrop West	Riverview, FL		204		1,294		96.3	%
Woods of Burnsville	Burnsville, MN		400		1,288		96.4	%
Total			13,707				94.9	%

(1)Net effective rent, per occupied unit is equal to the average of gross potential rent net of gain/loss to lease, less vacancy, non-revenue units and concessions, divided by the average occupancy (in units) for the year ended December 31, 2021.

(2)Average occupancy represents the daily average occupied units for the reporting period divided by the total number of units, expressed as a percentage for the year ended December 31, 2021.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we are party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities, except for the following:

On June 17, 2021, stockholders Karl R. Wilber and Julia M. Wilber, as co-trustees of the Karl R. and Julia M. Wilber Revocable Trust dtd 2/18/2002 (“Wilber Trust”), sent a letter to Alan F. Feldman alleging breaches of fiduciary duty by the directors of our predecessor entities arising from the Self-Management Transaction and Resource REIT Mergers and demanding that our board of directors (our “Board”) take action to remedy such breaches (the “Demand Letter”). On August 3, 2021, our Board formed a special committee to investigate the allegations in the Demand Letter. The special committee engaged independent counsel and conducted a full investigation and, on January 25, 2022, communicated to Wilber Trust its conclusion that the claims in the Demand Letter had no merit and would not be pursued by us. On February 7, 2022, the Wilber Trust filed a class action complaint in the Circuit Court for Baltimore City, Maryland (Karl R. Wilber et al. v. Alan F. Feldman et al., Case No. 24-C-22-000531) against current and former members of our Board, us, C-III Capital Partners LLC, and its subsidiary, RRE Legacy Co LLC. The complaint alleges, among other things, that (a) the former REIT II directors breached their fiduciary duties by approving the REIT I Merger given that the Self-Management Transaction provided inadequate value to both REIT I and REIT II, thus diluting the stock value of the purported class; (b) the current Board failed to consider the value of the claims in the Demand Letter when negotiating the proposed transaction with BREIT; and (c) C-III and the sponsor were unjustly enriched by the Self-Management Transaction. Wilber Trust seeks an unspecified award of compensatory damages and invalidation of the stock consideration paid to C-III and the sponsor in the Self-Management Transaction. Defendants’ response is due on April 15, 2022. We intend to vigorously defend against the complaint. Based on the early stage of the litigation, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of this matter.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stockholder Information

As of December 31, 2021, we had approximately 165.8 million shares of common stock outstanding, including approximately 1.1 million restricted shares, held by a total of approximately 29,121 stockholders.

Estimated Value Per Share

On January 23, 2022, we entered the Blackstone Merger Agreement with Rapids Parent and Rapids Merger Sub, both affiliates of BREIT. The Blackstone Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, we will merge with and into Rapids Merger Sub. Upon completion of the Blackstone Merger, Rapids Merger Sub will survive and our separate existence will cease. Pursuant to the terms and conditions in the Blackstone Merger Agreement, at the Effective Time, each share of our common stock that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $14.75, without interest. For additional information regarding the Blackstone Merger, including risks and uncertainties, see Part I, Item 1 – Business and Part I, Item 1A – Risk Factors as well as our definitive proxy statement filed with the SEC on March 14, 2022.

On January 23, 2022, our board of directors approved an estimated value per share of our common stock of $14.75 based solely on the consideration to be paid to holders of our common stock by BREIT in connection with the Blackstone Merger. See “Background of the Merger” in our definitive proxy statement filed with the SEC on March 14, 2022 for additional information about how the merger consideration was determined. We are providing this estimated value per share to assist broker-dealers that participated in our public offerings in meeting their customer account statement reporting obligations under Financial Industry Regulatory Authority (“FINRA”) Rule 2231.

Limitations of Estimated Value Per Share

With respect to the estimated value per share, we can give no assurance that:

•a stockholder would be able to resell his or her shares at the estimated value per share;

•a stockholder would ultimately realize distributions per share equal to our estimated value per share upon liquidation of our assets and settlement of its liabilities or a sale of our company;

•our shares of common stock would trade at the estimated value per share on a national securities exchange;

•an independent third-party appraiser or third-party valuation firm would agree with our estimated value per share; or

•the methodology used to calculate our estimated value per share would be acceptable to FINRA or for compliance with ERISA reporting requirements.

Historical Estimated Values per Share

The historical reported estimated values per share of our common stock approved by the board of directors are set forth below:

Estimated Value per Share		Valuation Date	Filing with the Securities and Exchange Commission
$	9.01	December 31, 2015	Annual Report on Form 10-K filed March 30, 2016
$	9.10	December 31, 2016	Annual Report on Form 10-K filed March 31, 2017
$	9.08	December 31, 2017	Annual Report on Form 10-K filed March 29, 2018
$	8.77	December 31, 2018	Annual Report on Form 10-K filed March 22, 2019
$	9.08	December 31, 2019	Annual Report on Form 10-K filed March 20, 2020
$	9.06	January 28, 2021	Annual Report on Form 10-K filed March 25, 2021

Unregistered Sale of Equity Securities

All securities sold by us during the year ended December 31, 2021 were sold in an offering registered under the Securities Act of 1933.

Redemption of Securities

Our board of directors has adopted a share redemption program that may enable stockholders to sell their shares to us, subject to the significant conditions and limitations of the program. The program was initially adopted in February 2014 and has been amended and restated at various times thereafter. On February 3, 2021, our board of directors adopted the Fifth Amended and Restated Share Redemption Program (the “SRP”). Under the SRP, redemptions will be made quarterly in an amount not to exceed proceeds from the sale of shares in our distribution reinvestment plan offering (the “DRP Offering”) in the immediately preceding calendar quarter; provided that, for any quarter in which no DRP Offering proceeds are available, the funding limitation for the quarter will be set by the board of directors upon ten business days’ notice to stockholders. In addition, we will not redeem in excess of 5% of the weighted average number of shares outstanding during the 12-month period immediately prior to the effective date of redemption. These limitations apply to all redemptions, including redemptions sought upon a stockholder’s death, qualifying disability or confinement to a long-term care facility (each as defined in the SRP and collectively, “Special Redemptions”). Since the first quarter of 2020, the SRP has been suspended except for Special Redemptions. During the year ended December 31, 2021, we honored all Special Redemption requests that were submitted pursuant to the terms of the SRP.

Pursuant to the SRP, during the three months ended December 31, 2021, we redeemed shares as follows (in thousands, except per share data):

Period	Total Number of Shares Redeemed (1)		Average Price Paid per Share		Year to Date Number of Shares Purchased as Part of a Publicly Announced Plan or Program (2)		Approximate Dollar Value of Shares Available That May Yet Be Redeemed Under the Program
October 2021		—		—		—	(2)
November 2021		—		—		—	(2)
December 2021		184,236	$	9.06		879,789	(2)

(1) All purchases of equity securities in the three months ended December 31, 2021 were made pursuant to our share redemption program.

(2) As of December 31, 2021, we limit the dollar value and number of shares that may be repurchased under the program, as discussed above. As of December 31, 2021, we had $2.7 million available to repurchase shares under the SRP.

Distribution Information

For the year ended December 31, 2021, we paid aggregate distributions of $45.2 million, including $34.6 million of distributions paid in cash and $10.6 million of distributions reinvested in shares of common stock through our DRP. Distributions declared, distributions paid and cash flows provided by operating activities were as follows for the year ended December 31, 2021 (in thousands):

	Distributions Paid								Distributions Declared				Sources of Distributions Paid
2021	Cash		Distributions Reinvested (DRP)		Total		Cash Provided By Operating Activities		Total		Per Share		Operating Activities Amount Paid/Percent of Total
First Quarter	$	8,539	$	2,490	$	11,029	$	12,101	$	11,029	$	0.07	$11,029 / 100%
Second Quarter		8,365		2,674		11,039		22,269		11,039		0.07	$11,039 / 100%
Third Quarter		8,868		2,704		11,572		25,182		11,572		0.07	$11,572 / 100%
Fourth Quarter		8,875		2,707		11,582		12,997		11,582		0.07	$11,582 / 100%
Total	$	34,647	$	10,575	$	45,222	$	72,549	$	45,222	$	0.28

We elected to be taxed as a REIT and to operate as a REIT beginning with our taxable year ended December 31, 2014. To maintain our qualification as a REIT, we are required to make aggregate annual distributions to our common stockholders of at least 90% of our REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain). Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant.

Our board of directors considers many factors before authorizing a cash distribution, including current and projected cash flow from operations, capital expenditure needs, general financial conditions and REIT qualification requirements. To the extent permitted by Maryland law, we may borrow funds, issue new securities or sell assets to make and cover our declared distributions, all or a portion of which could be deemed a return of capital. Our organizational documents do not limit the amount of distributions we can fund from sources other than from cash flows from operations.

We have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders. We will make distributions with respect to our shares of common stock in the sole discretion of our Board of Directors. No distributions will be made with respect to shares of our convertible stock.

Pursuant to the terms of the Blackstone Merger Agreement, we may continue to pay regular quarterly distributions of no more than $0.07 per share of our common stock for the first two quarters of 2022. Thereafter, we may not pay distribution except as necessary to preserve our tax status as a REIT, and any such distributions would result in an offsetting decrease to the merger consideration to be paid to our common stockholders.

ITEM 6. [RESERVED]
 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (unaudited)

The following discussion and analysis should be read in conjunction with the accompanying financial statements of Resource REIT, Inc. and the notes thereto. See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I, as well as the notes to our financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for Resource Real Estate Opportunity REIT I, Inc. included in the Amended Current Report on Form 8-K/A filed by Resource REIT, Inc. on April 8, 2021.

Overview

We are a self-managed REIT formed as a Maryland corporation on September 28, 2012. We own a diversified portfolio of U.S. commercial real estate. We conduct our operations through RRE Opportunity OP II, LP, (“REIT II OP” or “OP II”), our operating partnership. We have sub-contracted with Greystar, a third-party property management company to provide property management services at our properties. Our portfolio consists of multifamily rental properties to which we have added value with a capital infusion (referred to as “value add properties”). The primary portion of our initial public offering commenced in February 2014 and closed in February 2016.

On January 28, 2021, we acquired REIT I and Resource Apartment REIT III, Inc. (“REIT III”) and their respective subsidiaries in stock-for-stock transactions (collectively, the “Resource REIT Mergers”). As a result of our acquisition of REIT I and its subsidiaries, including the entities that provide our advisory, asset and property management services, we became self-managed and as of December 31, 2021, have 44 employees. Prior to January 28, 2021, we were externally advised by Resource Real Estate Opportunity Advisor II, LLC (our “Advisor”) pursuant to an advisory agreement initially entered into in February 2014. As of December 31, 2021, we owned 45 properties in 13 states, comprising a total of 13,707 multifamily units.

In connection with the Resource REIT Mergers, REIT II was the legal acquirer of both REIT I and REIT III, however, REIT I was the accounting acquirer for financial reporting purposes. Thus, the financial information set forth herein subsequent to the Resource REIT Mergers reflects results of the combined entity, and the financial information set forth herein prior to the Resource REIT Mergers reflects REIT I’s results. For this reason, period to period comparisons may not be meaningful.

In addition, unless the context requires otherwise, all references to the “Company,” “we,” “our,” and “us” herein mean REIT I, and one or more of REIT I’s subsidiaries for periods prior to the Resource REIT Mergers, and REIT II and one or more of REIT II’s subsidiaries for periods following the Resource REIT Mergers. Certain historical information of REIT II is included for background purposes.

Self-Management Transaction

On September 8, 2020, REIT I engaged in a series of transactions which we refer to as the “Self-Management Transaction,” pursuant to which REIT I acquired the advisors and property managers for REIT I, REIT II and REIT III from C-III Capital Partners, LLC (“C-III”) and its affiliates in exchange for 6,158,759 REIT I OP Common Units (“OP Common units”), 319,965 REIT I OP Series A Preferred Units (“OP I Preferred Units”) with a face value of $67.5 million, and the right to receive certain deferred payments having the aggregate value of $27.0 million. Prior to this transaction, our Advisor was an indirect wholly-owned subsidiary of Resource America, Inc. (“RAI”), our initial sponsor and an indirect wholly-owned subsidiary of C-III.

As a result of the Self-Management Transaction, REIT I was self-managed for the period from September 8, 2020 through the effectiveness of the Resource REIT Mergers and succeeded to the advisory, asset management and property management arrangements formerly in place with REIT II and REIT III until the Resource REIT Mergers. At the time of the Resource REIT Mergers, the OP I Common Units converted into 7,539,738 OP Common Units and Op I Preferred Units have participation rights of 391,711 OP Preferred Units.

On September 14, 2021, in accordance with a letter agreement entered with C-III and RRE Legacy Co LLC (“Legacy Co”), we redeemed all of the 319,965 outstanding Series A Preferred Units collectively held by C-III and Legacy Co for $67.5 million and exchanged all of the 7,539,737.53 common units collectively held by C-III and Legacy Co for an equivalent number of shares of our common stock.

Blackstone Merger

On January 23, 2022, we entered into an Agreement and Plan of Merger (the “Blackstone Merger Agreement”). The Blackstone Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, we will merge with and into an affiliate of Blackstone Real Estate Income Trust, Inc. (“BREIT”), which is an affiliate of Blackstone, Inc. Upon completion of the transaction (the “Blackstone Merger”), our separate existence will cease. The transactions contemplated by the Blackstone Merger Agreement were unanimously approved by our board of directors.

COVID-19 Pandemic and Portfolio Outlook

As of December 31, 2021, the novel coronavirus, or COVID-19, pandemic is ongoing. During the year ended December 31, 2020, the COVID-19 pandemic created disruption in the U.S. and global economies, adversely impacting many industries, including the real estate industry, directly or indirectly. During the year ended December 31, 2021, the global economy has, with certain setbacks, begun reopening and wider distribution of vaccines will likely encourage greater economic activity. Nonetheless, the recovery could remain uneven, particularly given uncertainty with respect to the distribution and acceptance of the vaccines and their effectiveness with respect to new variants of the virus.

The outbreak of COVID-19 and its impact on the current financial, economic, capital markets and real estate market environment, and future developments in these and other areas present uncertainty and risk with respect to our financial condition, results of operations, liquidity, and ability to pay distributions. Although a recovery is partially underway, it continues to be gradual, uneven and characterized by meaningful dispersion across sectors and regions, and could be hindered by persistent or resurgent infection rates. The most recent round of U.S. fiscal stimulus could provide meaningful support, along with continued accommodative monetary policy and wider distribution of vaccines. Issues with respect to the distribution and acceptance of vaccines or the spread of new variants of the virus could adversely impact the recovery. Overall, there remains significant uncertainty regarding the timing and duration of the economic recovery, which precludes any prediction as to the ultimate adverse impact COVID-19 may have on our business.

Many of our tenants have suffered difficulties with their personal financial situations as a result of job loss or reduced income and, depending upon the duration of the measures put in place to mitigate or contain the spread of the virus and the corresponding economic slowdown, some of our tenants have or will seek rent deferrals or become unable to pay their rent. For the three months ended December 31, 2021, our 30-day collection rate was approximately 95.6%, of the billed rental income. Collections and rent relief requests to-date may not be indicative of collections or requests in any future period. In particular, many of our tenants may be the recipients of unemployment benefits or other economic stimulus under the CARES Act and the 2021 American Rescue Plan which will have aided in the payment of rent due. The extent to which these benefits will be available going forward is uncertain. To the extent our tenants do not have access to additional federal or state relief to mitigate the impact of the COVID-19 pandemic on their personal finances our ability to collect rent and our operations would be adversely affected. In addition, we expect the economic disruptions caused by the COVID-19 pandemic will cause elevated credit losses and may impede our ability to increase rental rates. If required by applicable law, we may continue to waive late fees, halt evictions, and offer a payment deferral plan to residents who have been adversely financially impacted by COVID-19 where applicable federal, state or local restrictions are in effect. To help mitigate the impact on our operating results of the COVID-19 pandemic, in 2020, we initiated various operational cost saving initiatives across our portfolio. In addition, we have taken measures to preserve cash, which will help to offset any impact to our liquidity that may occur as a result of the COVID-19 pandemic.

The extent to which the COVID-19 pandemic or any other pandemic, epidemic or disease impacts our operations and those of our tenants remain uncertain and cannot be predicted with confidence and will depend on the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. However, notwithstanding the challenging economic circumstances created by the COVID-19 pandemic, we believe our focus on multifamily assets makes us better positioned relative to other classes of real estate to withstand many of the adverse impacts of the COVID-19 pandemic as housing is a basic need, rather than a discretionary expense. In addition, we have taken several steps to offset any disruptions in rent that may occur as a result of the COVID-19 pandemic. Nevertheless, the COVID-19 pandemic (or a future pandemic, epidemic or disease) presents material uncertainty and risk with respect to our business, financial condition, results of operations and cash flows.

Results of Operations

As of December 31, 2021, we owned interests in a total of 45 multifamily properties. The three combined REITs have acquired interests in 78 multifamily properties, and as of December 31, 2021, have sold interests in 33 of these properties.

Through December 31, 2021, the COVID-19 pandemic has not significantly impacted our operating results; however, we have experienced some reductions in revenue during the year as a result of increased bad debt expense, waiving late fees and the suspension of evictions at our properties. We expect, however, that as the impact of COVID-19 continues to be felt, the COVID-19 outbreak will adversely affect our business, financial condition, results of operations and cash flows going forward,

including but not limited to, rental revenues and leasing activity, in ways that may vary widely depending on the duration and magnitude of the COVID-19 pandemic and ensuing economic turmoil, as well as numerous factors, many of which are outside of our control, as discussed above.

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

The following table reflects the revenues, property operating expenses and net operating income, or NOI, (as defined below) for the years ended December 31, 2021 and 2020 for our Same Store and Non-Same Store properties (as defined below) (dollars in thousands, except per unit):

	As Of or For the Year Ended
	December 31, 2021(2)			December 31, 2020			Increase / (Decrease)			% Change(1)
Number of properties:
Same Store		24			24			—			0	%
Non-Same Store		21			4			17			425	%
Total		45			28			17			61	%
Number of Units
Same Store		7,473			7,473			—
Non-Same Store		6,234			1,014			5,220		N/M
Total		13,707			8,487			5,220			62	%
Average Occupancy
Same Store		94.5	%		93.1	%					1.4	%
Non-Same Store		95.6	%		95.6	%					0.0	%
Total		95.1	%		93.4	%					1.7	%
Net effective rent, per occupied unit
Same Store	$	1,362		$	1,308		$	54			4	%
Non-Same Store		1,350			974			376			39	%
All properties		1,356			1,267			89			7	%
Revenues:
Same Store revenues	$	126,275		$	120,609		$	5,666			5	%
Non-Same Store revenues		114,602			12,633			101,969		N/M
Total Rental income		240,877			133,242			107,635			81	%
Expenses:
Same Store
Property operating expenses, including real estate taxes		51,194			50,634			560			1	%
Property management fees - third party		3,411			1,015			2,396			236	%
Property management fees - related party		—			3,682			(3,682	)		-100	%
General and administrative - property		3,036			3,211			(175	)		-5	%
Same Store operating expenses		57,641			58,542			(901	)		-2	%
Non-Same Store
Property operating expenses, including real estate taxes		44,006			5,362			38,644		N/M
Property management fees - third party		3,279			121			3,158			2610	%
Property management fees - related party		—			389			(389	)		-100	%
General and administrative - property		2,782			432			2,350		N/M
Non-Same Store operating expenses		50,067			6,304			43,763		N/M
Total operating expenses		107,708			64,846			42,862			66	%
Net Operating Income "NOI"
Same Store		68,634			62,067			6,567			11	%
Non-Same Store		64,535			6,329			58,206		N/M
Total NOI	$	133,169		$	68,396		$	64,773			95	%

(1) N/M- result not meaningful.

(2) We have combined two properties; Adair off Addison and Adair off Addison II.

See reconciliation of Net income (loss) attributable to common stockholders to NOI table below:

	For the Year Ended
	December 31, 2021			December 31, 2020			Increase / (Decrease)			% Change
Net income (loss) attributable to common stockholders	$	52,254		$	(25,159	)		77,413			-308	%
Allocation of income to preferred unit holders attributable to noncontrolling interests		(158	)		(101	)		(57	)		56	%
Net loss attributable to noncontrolling interests		(696	)		(279	)		(417	)		149	%
Net income (loss) after preferred unit distributions		51,400			(25,539	)		76,939			-301	%
Preferred return to preferred OP unit holders		3,161			1,406			1,755			125	%
Redemption of preferred OP units		342			—			342			100	%
Net income (loss)	$	54,903		$	(24,133	)	$	79,036			-328	%
Adjustments to reconcile net income (loss) to NOI:
Casualty loss		2,359			338			2,021			598	%
Acquisition fees		—			113			(113	)		-100	%
Transaction expenses		465			2,282			(1,817	)		-80	%
Property management fees - third party		—			887			(887	)		-100	%
Asset Management fees - related party		—			8,518			(8,518	)		-100	%
General and administrative - corporate		25,303			8,543			16,760			196	%
Loss on disposal of assets		848			656			192			29	%
Depreciation and amortization expense		96,918			51,460			45,458			88	%
Interest expense		47,377			25,723			21,654			84	%
Interest income		(22	)		(217	)		195			-90	%
Gain on sale of land easement		—			(310	)		310			-100	%
Gain on sale of rental property		(93,665	)		—			(93,665	)		100	%
Management fee and other income		(1,212	)		(5,296	)		4,084			-77	%
Insurance proceeds in excess of cost basis		(311	)		(168	)		(143	)		85	%
Provision for income taxes		206			—			206			100	%
NOI		133,169			68,396			64,773

Net Operating Income or “NOI” is a non-GAAP financial measure, which we define as total rental property revenues less property operating expenses, including real estate taxes. We believe that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that is unaffected by depreciation and amortization, interest expense, related party management fees, casualty losses and gains, losses on disposal of assets and corporate general and administrative expenses. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income, net income available for common shareholders, or cash flow from operating activities as a measure of financial performance.

We define “Same Store NOI” as NOI for our properties that are comparable between periods. We view Same Store NOI as an important measure of the operating performance of our properties because it allows us to compare operating results of properties owned for the entirety of the current and comparable periods and therefore eliminates variations caused by acquisitions or dispositions during the periods. The 22 properties formerly held by REIT II and REIT III which were acquired in the Resource REIT Mergers are included in Non-Same Store results and statistics for the year ended December 31, 2021.

Net effective rent, per occupied unit is equal to the average of gross potential rent net of gain/loss to lease, less vacancy, non-revenue units and concessions, divided by the average occupancy (in units) for the periods presented.

Average occupancy represents the daily average occupied units for the reporting period divided by the total number of units, expressed as a percentage.

Rental and other property revenue. Same store property revenue of the former REIT I portfolio, increased by approximately $5.7 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020. The increase was principally due to an approximately $5.2 million increase in rental income resulting from a 1.4% increase in average occupancy and an approximately $54 per unit increase in net effective monthly rent. This increase was offset by an increase in bad debt expense, net of recoveries, of approximately $420,000 for the year ended December 31, 2021 as compared to the year ended December 31, 2020. In addition, utility income and ancillary tenant fees increased by approximately $861,000 due to increased utility charges and late fees charged to tenants. Non-same store results include the former REIT II and REIT III properties for the period from January 28, 2021 through December 31, 2021 due to the Resource REIT Mergers as well as four former REIT I properties sold during 2021.

Property operating expenses. Same store property operating expenses increased by approximately $560,000 primarily due to an approximately $383,000 increase in real estate taxes and an approximately $195,000 increase in utilities. There was an approximately $1.3 million net decrease in property management fees for same store for the year ended December 31, 2021 as compared the year ended December 31, 2020. Prior to September 8, 2020, our former Advisor subcontracted certain services to

an unaffiliated third-party, Greystar, and paid for those services from its property management fee; after September 8, 2020, we paid those fees directly to Greystar.

Management Fees. Asset management fees- related party decreased by approximately $8.5 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 as a result of the Self-Management Transaction on September 8, 2020. In addition, we paid Greystar approximately $887,000 for the period September 8, 2020 to December 31, 2020 to manage the former REIT II and III properties. These costs are included in non-same store operating expenses in 2021.

Casualty Loss. We are self-insured for property related casualties up to $1.1 million and as of December 31, 2021, we had incurred approximately $944,000 of expense related to these losses. In addition, we have deductibles of $25,000 for general liability losses and $100,000 for property related losses.

Transaction expenses. We incurred approximately $465,000 of transaction costs related to the Blackstone Merger in the three months ended December 31, 2021. Transaction costs of approximately $2.3 million were expensed in connection with the Self-Management Transaction during the year ended December 31, 2020.

General and Administrative. Corporate general and administrative expenses increased by approximately $16.8 million for the year ended December 31, 2021 as compared the year ended December 31, 2020 including an increase in payroll and benefit costs of approximately $12.3 million including approximately $4.6 million of compensation expense for restricted stock awards, professional fees of approximately $980,000, transfer agent fees of approximately $628,000 and insurance expense of approximately $777,000. The year ended December 31, 2020 primarily included allocations from our former Advisor to reimburse for costs incurred to manage assets of REIT I. As of December 31, 2021, we employed 44 employees to manage the assets of the merged REITs.

Depreciation and Amortization. Depreciation and amortization expense is comprised of the depreciation on our rental properties and amortization of intangible assets primarily related to in-place apartment unit leases from the Resource REIT Mergers. The increase in depreciation and amortization expense during the year ended December 31, 2021, as compared to the year ended December 31, 2020, was comprised as follows (in thousands):

	Same Store			Non-Same Store		Corporate		Total
Depreciation	$	(3,958	)	$	40,941	$	105	$	37,088
Amortization of intangibles		(4	)		8,374		—		8,370
	$	(3,962	)	$	49,315	$	105	$	45,458

Interest Expense. Interest expense increased by approximately $21.7 million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 and the increase was comprised as follows (in thousands):

	Same Store			Non-Same Store			Revolving Credit Facility		Total
Interest payable to banks	$	(2,364	)	$	17,727		$	189	$	15,552
Deferred finance cost amortization		(211	)		93			230		112
Fair value amortization		67			269			—		336
Interest rate cap adjustments		(23	)		(60	)		—		(83	)
Prepayment penalties		1,557			1,817			—		3,374
Deferred finance extinguishment		1,959			404			—		2,363
	$	985		$	20,250		$	419	$	21,654

Gain on sale of rental properties. We sold five properties (Evergreen at Coursey, Brookwood, Pines of York, Retreat at Rocky Ridge, and Tech Center) during the year ended December 31, 2021 totaling approximately $202.2 million in gross proceeds and realizing approximately $93.7 million in gain on sales.

Other Revenue. We recorded approximately $1.2 million of asset and property management fee revenue from REIT II and REIT III for the period from January 1, 2021 through January 27, 2021 prior to the Resource REIT Mergers in 2021. We recorded asset and property management fee revenue and debt financing fees from REIT II and REIT III for the period September 9, 2020 through December 31, 2020 of approximately $5.2 million following the Self-Management Transaction in 2020. Upon effectiveness of the Resource REIT Mergers, these fees were no longer earned.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

The following table reflects the revenues, property operating expenses and net operating income, or NOI, (as defined below) for the years ended December 31, 2020 and 2019 for our Same Store and Non-Same Store properties (as defined below) (dollars in thousands, except per unit):

	For the Year Ended
	December 31, 2020			December 31, 2019			Increase / (Decrease)			% Change (1)
Number of properties:
Same Store		24			24			—			0	%
Non-Same Store		4			4			—			0	%
Total		28			28			—			0	%
Number of Units
Same Store		7,473			7,473			—			0	%
Non-Same Store		1,014			1,014			—			0	%
Total		8,487			8,487			—			0	%
Average Occupancy
Same Store		93.1	%		93.5	%					-0.4	%
Non-Same Store		95.6	%		93.4	%					2.2	%
Total		93.4	%		93.5	%					-0.1	%
Net effective rent, per occupied unit
Same Store	$	1,308		$	1,285		$	23			2	%
Non-Same Store		974			870			104			12	%
All properties		1,267			1,220			47			4	%
Revenues:
Same Store revenues	$	120,609		$	119,344		$	1,265			1	%
Non-Same Store revenues		12,633			15,827			(3,194	)		-20	%
Total Rental income		133,242			135,171			(1,929	)		-1	%
Expenses:
Same Store
Property operating expenses, including real estate taxes		50,634			48,104			2,530			5	%
Property management fees - third party		1,015			—			1,015			100	%
Property management fees - related party		3,682			5,340			(1,658	)		-31	%
General and administrative - property		3,211			3,014			197			7	%
Same Store operating expenses		58,542			56,458			2,084			4	%
Non-Same Store
Property operating expenses, including real estate taxes		5,362			7,412			(2,050	)		-28	%
Property management fees - third party		121			—			121			100	%
Property management fees - related party		389			689			(300	)		-44	%
General and administrative - property		432			581			(149	)		-26	%
Non-Same Store operating expenses		6,304			8,682			(2,378	)		-27	%
Total operating expenses		64,846			65,140			(294	)		0	%
Net Operating Income "NOI"
Same Store		62,067			62,886			(819	)		-1	%
Non-Same Store		6,329			7,145			(816	)		-11	%
Total NOI	$	68,396		$	70,031		$	(1,635	)		-2	%

(1) N/M- result not meaningful.

See reconciliation of net loss attributable to common stockholders to NOI in the table below:

	For the Year Ended
	December 31, 2020			December 31, 2019			Increase / (Decrease)			% Change
Net loss attributable to common stockholders	$	(25,159	)	$	(1,747	)	$	(23,412	)		1340	%
Allocation of income to preferred unit holders attributable to noncontrolling interests		(101	)		—			(101	)		-100	%
Net loss attributable to noncontrolling interests		(279	)		—			(279	)		-100	%
Net loss after preferred unit distributions		(25,539	)		(1,747	)		(23,792	)		1362	%
Preferred return to preferred OP unit holders		1,406			—			1,406			100	%
Net loss	$	(24,133	)	$	(1,747	)	$	(22,386	)		1281	%
Adjustments to reconcile net loss to NOI:
Casualty loss		338			302			36			12	%
Acquisition fees		113			—			113			100	%
Transaction expenses		2,282			—			2,282			100	%
Property management fees - third party		887			—			887			100	%
Asset Management fees - related party		8,518			12,505			(3,987	)		-32	%
General and administrative - corporate		8,543			6,462			2,081			32	%
Loss on disposal of assets		656			541			115			21	%
Depreciation and amortization expense		51,460			53,814			(2,354	)		-4	%
Interest expense		25,723			37,908			(12,185	)		-32	%
Interest income		(217	)		(374	)		157			-42	%
Gain on sale of land easement		(310	)		—			(310	)		-100	%
Gain on sale of rental property		—			(38,810	)		38,810			-100	%
Management fee and other income		(5,296	)		—			(5,296	)		100	%
Insurance proceeds in excess of cost basis		(168	)		(570	)		402			-71	%
NOI		68,396			70,031			(1,635	)

Net Operating Income or “NOI” is a non-GAAP financial measure, which we define as total rental property revenues less property operating expenses, including real estate taxes. We believe that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that is unaffected by depreciation and amortization, interest expense, related party management fees, casualty losses and gains, losses on disposal of assets and corporate general and administrative expenses. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income, net income available for common shareholders, or cash flow from operating activities as a measure of financial performance.

We define “Same Store NOI” as NOI for our properties that are comparable between periods. We view Same Store NOI as an important measure of the operating performance of our properties because it allows us to compare operating results of properties owned for the entirety of the current and comparable periods and therefore eliminates variations caused by acquisitions or dispositions during the periods. Same Store and Non-Same Store for the years ended December 31, 2020 and 2019 are comprised of REIT I properties only.

Net effective rent, per occupied unit is equal to the average of gross potential rent net of gain/loss to lease, less vacancy, non-revenue units and concessions, divided by the average occupancy (in units) for the periods presented.

Average occupancy represents the daily average occupied units for the reporting period divided by the total number of units, expressed as a percentage.

Rental and other property revenue. Same store property revenue of the former REIT I portfolio, increased by approximately $1.3 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019. The increase was principally resulting from an increase of approximately $23 per unit net effective monthly rent. This increase was offset by an increase in bad debt expense, net of recoveries, of approximately $834,000 for the year ended December 31, 2020 as compared to the year ended December 31, 2019. In addition, utility income increased by approximately $110,000 due to increased utility charges to tenants.

Property operating expenses. Same store property operating expenses increased by approximately $2.5 million primarily due to an approximate $486,000 increase in real estate taxes, $436,000 increase in turnover costs, $494,000 increase in utilities and an $608,000 increase in insurance. There was an approximate $643,000 net decrease in property management fees for same store for the year ended December 31, 2020 as compared the year ended December 31, 2019. Prior to September 8, 2020, our former Advisor subcontracted certain services to an unaffiliated third-party, Greystar, and paid for those services from its property management fee; after September 8, 2020, we paid those fees directly to Greystar.

Transaction expenses. Transaction costs of approximately $2.3 million were expensed in connection with the Self-Management Transaction during the twelve months ended December 31, 2020.

Management Fees. Asset management fees- related party decreased by approximately $4.0 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019 as a result of these fees no longer being paid as of September 8, 2020.

General and Administrative. Corporate general and administrative expenses, primarily payroll and benefit costs, increased by approximately $2.1 million for the year ended December 31, 2020 as compared the year ended December 31, 2019 connected to the Self-Management Transaction in 2020.

Depreciation and Amortization. Depreciation and amortization expense is comprised of the depreciation on our rental properties and amortization of intangible assets related to in-place apartment unit leases from the Resource REIT Mergers and in-place antennae leases. The decrease in depreciation and amortization expense during the year ended December 31, 2020, as compared to the year ended December 31, 2019, was comprised as follows (in thousands):

	Same Store			Non-Same Store			Corporate		Total
Depreciation	$	(2,118	)	$	(274	)	$	42	$	(2,350	)
Amortization of intangibles		(4	)		—			—		(4	)
	$	(2,122	)	$	(274	)	$	42	$	(2,354	)

Interest Expense. Interest expense decreased by approximately $12.2 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019 and the decrease was comprised as follows (in thousands):

	Same Store			Non-Same Store			Total
Interest payable to banks	$	(10,769	)	$	(436	)	$	(11,205	)
Deferred finance cost amortization		(771	)		(2	)		(773	)
Fair value amortization		19			(1	)		18
Interest rate cap adjustments		(197	)		(22	)		(219	)
Deferred finance extinguishment		(6	)		—			(6	)
	$	(11,724	)	$	(461	)	$	(12,185	)

Gain on sale of rental properties. We sold Williamsburg on March 8, 2019 for $70.0 million realizing an approximate $34.6 million gain on sale. We sold Pinehurst on December 20, 2019 for $12.3 million realizing an approximate $4.2 million gain on sale.

Liquidity and Capital Resources

We have derived the capital required to purchase real estate investments and conduct our operations from the proceeds of our public offerings, secured financings from banks or other lenders, proceeds from the sale of assets, and cash flow generated from our operations.

Our ability to derive the capital needed to conduct our operations may be adversely affected by the impact of the COVID-19 pandemic as discussed above.

We allocate funds as necessary to support the future maintenance and viability of properties we acquire in order to preserve value for our investors. If such allocations and any other available income become insufficient to cover our operating expenses and liabilities, it may be necessary to obtain additional funds by borrowing, refinancing properties or liquidating our investment in one or more properties, debt investments or other assets we may hold. We cannot assure you that we will be able to access additional funds when we need them or upon acceptable terms.

During the year ended December 31, 2021, we obtained REIT-level financing through a line of credit from Bank of America. Some of our assets serve as collateral for this debt. In addition to debt financing at the REIT-level, we have financed, and may continue to finance, the acquisition costs of individual real estate investments, as well as the acquisition costs of all or a group of real estate investments acquired by us, by causing our subsidiaries to borrow directly from third-party financial institutions or other commercial lenders. Under these circumstances, we anticipate that certain properties will serve as collateral for the debt we incur to acquire those particular properties and that we will seek to obtain nonrecourse financing for the acquisition of the properties. However, there is no guarantee that we will be successful in obtaining financing arrangements on a property-by-property basis and that the loans would be nonrecourse to us. We have and may again also obtain mortgage financing which contains cross-collateralization or cross-default provisions whereby a default on a single property could affect multiple properties. Finally, we may also obtain seller financing with respect to specific assets that we acquire.

Material Cash Requirements

Our expected material cash requirements for the twelve months ended December 31, 2022 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other required expenditures; and (iii) capital expenditures.

Contractually Obligated Expenditures

The following table summarizes our debt payments (excluding extension options), interest payment obligations (excluding debt premiums and discounts, unused fees and deferred financing costs) and obligations under non-cancelable operating leases (excluding renewal options) as of December 31, 2021 (dollars in millions):

	Twelve Months Ended
	December 31, 2022		Thereafter
Debt repayments	$	38,899	$	1,376,422
Interest payments (1)		36,053		160,996
Operating leases		583		2,179
	$	75,535	$	1,539,597

(1) Scheduled interest payments included in these amounts for variable rate loans are presented using rates as of December 31, 2021.

Other Required Expenditures

We incur certain other required expenditures in the ordinary course of business, such as utilities, insurance, real estate taxes, third-party management fees, certain capital expenditures related to the maintenance of our properties, and corporate level expenses. Additionally, we carry comprehensive insurance to protect our properties against various losses. The amount of insurance expense that we incur depends on the assessed value of our properties, prevailing market rates, changes in risk. Furthermore, we incur real estate taxes in the various jurisdictions in which we operate. The amount of real estate taxes that we incur depends on changes in the assessed value of our properties, changes in tax rates assessed by certain jurisdictions.

In order to continue to qualify as a REIT for federal income tax purposes, we must meet several organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We intend to continue to satisfy this requirement and maintain our REIT status. Our Board of Directors will evaluate the dividend on a quarterly basis,

taking into account a variety of relevant factors, including REIT taxable income. Pursuant to the terms of the Blackstone Merger Agreement, we may continue to pay regular quarterly distributions of no more than $0.07 per share of our common stock for the first two quarters of 2022. Thereafter, we may not pay distribution except as necessary to preserve our tax status as a REIT, and any such distributions would result in an offsetting decrease to the merger consideration to be paid to our common stockholders.

Capital Expenditures

We deployed approximately $28.4 million during the year ended December 31, 2021 for capital expenditures. The properties in which we deployed the most capital during the year ended December 31, 2021 are listed separately and the capital expenditures made on all other properties are aggregated in "All other properties" below (in thousands):

	Capital deployed during the year ended		2022 capital
	December 31, 2021		budgeted
Skyview	$	4,614	$	1,292
Calloway at Las Colinas		3,210		601
Maxwell Townhomes		1,627		—
The Westside Apartment Homes		1,564		610
Meridian Pointe		1,494		1,608
Providence in the Park		1,418		1,422
The Palmer at Las Colinas		1,019		1,827
Crosstown at Chapel Hill		835		1,314
Verona Apartment Homes		781		955
The Adairs		626		1,227
All other properties		11,235		29,360
	$	28,424	$	40,216

Distributions Paid to Common Stockholders

For the year ended December 31, 2021, we paid aggregate distributions as follows (dollars in thousands, except per share data):

Record Date	Per Common Share		Distribution Date	Net Cash Distributions		Distributions reinvested in shares of Common Stock		Total Aggregate Distributions
March 30, 2021	$	0.07	March 31, 2021	$	8,539	$	2,490	$	11,029
June 29, 2021		0.07	June 30, 2021		8,365		2,674		11,039
September 29, 2021		0.07	September 30, 2021		8,868		2,704		11,572
December 28, 2021		0.07	December 29, 2021		8,875		2,707		11,582
	$	0.28		$	34,647	$	10,575	$	45,222

Gross Offering Proceeds

As of December 31, 2021, we had an aggregate of 165.8 million shares of our $0.01 par value common stock outstanding including 1.1 million unvested restricted shares. The following table presents our shares issued (dollars in thousands):

	Shares Issued			Gross Proceeds
Shares issued through private offering		1,279,227		$	12,737
Shares issued through primary public offering		129,923,354			1,289,845
Shares issued through stock distributions		2,406,986			—
Shares issued through distribution reinvestment plan		29,042,460			279,519
Restricted shares issued to employees		1,370,952			—
Shares issued through conversion of common OP units		7,539,738			—
Shares issued in conjunction with the Resource REIT Mergers		14,724,323			—
Total		186,287,040		$	1,582,101
Shares redeemed and retired		(20,520,287	)
Total shares issued and outstanding as of December 31, 2021		165,766,753

LIBOR

Central banks and regulators in a number of major jurisdictions (including both the U.S. and the U.K.) have convened working groups to find, and implement the transition to, suitable replacements for Interbank Offered Rates (IBORs), including LIBOR. The FCA, which regulates LIBOR, has announced that it will not compel panel banks to contribute to LIBOR after 2021.

On March 5, 2021, the FCA announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative (i) immediately after December 31, 2021, in the case of the 1-week and 2-month US dollar settings; and (ii) immediately after June 30, 2023, in the case of the remaining US dollar settings. The tenors that were extended to June 30, 2023 are more widely used and are the tenors used in our LIBOR-based debt.

We have exposure to IBORs through floating rate mortgage debt with maturity dates beyond 2021 for which the interest rates are tied to LIBOR. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. Any changes in benchmark interest rates could increase our cost of capital, which could impact our results of operations, cash flows, and the market value of our real estate investments.

Share Redemption Program

On February 3, 2021, our board of directors adopted the Fifth Amended and Restated Share Redemption Program (the “Amended SRP”) pursuant to which, subject to significant conditions and limitations of the program, our stockholders can have their shares repurchased by us. The Amended SRP provides that redemptions will continue to be made quarterly but in an amount not to exceed proceeds from the sale of shares in the DRP in the immediately preceding calendar quarter; provided that, for any quarter in which no DRP proceeds are available, the funding limitation for the quarter will be set by the board of directors upon ten business days’ notice to stockholders. Additional changes to the share redemption program in the Amended SRP clarify the timing of redemption procedures. The share redemption program remains suspended except with respect to redemptions sought up on a stockholder’s death, disability, or confinement to a long-term care facility (each as defined in the Amended SRP). Further, on January 23, 2022, in connection with the entry into the Blackstone Merger Agreement, our board of directors suspended the share redemption program.

Funds from Operations (FFO) and Core Funds from Operations (Core FFO)

Funds from operations, or FFO, is a non-GAAP financial measurement that is widely recognized as a measure of operating performance for a REIT. We calculate FFO as defined by the National Association of Real Estate Investment Trusts, or NAREIT, to be net income or loss, computed in accordance with GAAP, excluding:

•depreciation and amortization related to real estate;

•gains and losses from the sale of certain real estate assets; and

•impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

These reconciling items include adjustments related to noncontrolling interests.

We believe that FFO is helpful to our investors as a measure of operating performance because it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, which are not immediately apparent from net income. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate and intangibles diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient. As a result, we believe that the use of FFO, together with the required GAAP presentations, is helpful to our investors in understanding our performance. Factors that impact FFO include start-up costs, fixed costs, delays in buying assets, yields on cash held in accounts, interest rates on acquisition financing, and operating expenses. In addition, FFO will be affected by the types of investments in our portfolio.

Core FFO includes certain adjustments to FFO for non-routine items or items not considered core to business operations. Core FFO adjusts FFO to exclude equity compensation expense, losses on extinguishment of debt and modification costs, transaction (including Self-Management) costs, amortization of deferred financing costs, amortization of intangible lease assets, debt premium or discount amortization, realized losses on fair value adjustments related to interest rate caps, and casualty gains and losses. By further adjusting for items that are not considered part of core business operations, we believe that Core FFO provides investors with additional information to compare core operating and financial performance between periods.

FFO and Core FFO should not be considered as alternatives to net income or loss or any other GAAP measurement of performance, but rather should be considered as additional, supplemental measures. FFO and Core FFO do not represent cash generated from operating activities in accordance with GAAP, nor indicate funds available to fund all cash needs, including the ability to service indebtedness or make distributions to shareholders. In addition, Core FFO is a non-GAAP and non-standardized financial measure that may be calculated differently by other REITs and that should not be considered a substitute for operating results determined in accordance with GAAP.

The following table reconciles net income (loss) attributable to common shareholders to FFO and Core FFO for the years ended December 31, 2021, 2020 and 2019 (in thousands, except per share amounts). Amounts reported in the tables below include adjustments attributable to noncontrolling interests for the years ended December 31,2021 and 2020. There were no noncontrolling interests in the year ended December 31, 2019.

	Years Ended December 31,
	2021			2020			2019
Net income (loss) attributable to common stockholders – GAAP	$	52,254		$	(25,159	)	$	(1,747	)
Depreciation expense (1)		85,531			50,099			53,802
Net gains on disposition of properties (2)		(92,805	)		—			(38,810	)
FFO attributable to common stockholders		44,980			24,940			13,245
Stock compensation expense (3)		4,380			9			—
Redemption of preferred units (4)		329			—			—
Debt prepayment costs (5)		3,245			—			—
Acquisition fees		—			113			—
Amortization of intangible lease assets (6)		7,983			9			12
Realized loss on change in fair value of interest rate cap (7)		37			122			344
Debt premium (discount) amortization (8)		6			(308	)		(333	)
Deferred financing costs amortization (9)		3,848			1,499			2,389
Casualty losses, net of casualty gains (10)		1,997			171			(268	)
Transaction expenses (11)		465			2,203			—
Core FFO attributable to common stockholders	$	67,270		$	28,758		$	15,389
Basic and diluted net income (loss) per common share - GAAP	$	0.34		$	(0.29	)	$	(0.02	)
FFO per diluted share (12)	$	0.29		$	0.29		$	0.15
Core FFO per diluted share (12)	$	0.44		$	0.34		$	0.18
Weighted average shares outstanding - basic		153,820			85,531			85,861
Weighted average shares outstanding - diluted (13)		153,889			85,531			85,861

(1) Includes allocation for noncontrolling interests of approximately $3.0 million and $1.4 million, respectively, for the years ended December 31, 2021 and 2020.

(2) Includes allocation for noncontrolling interests of approximately $860,000 for the year ended December 31, 2021. There was no allocation for the year ended December 31, 2020.

(3) Includes allocation for noncontrolling interests of approximately $192,000 and $1,000, respectively, for the years ended December 31, 2021 and 2020.

(4) Includes allocation for noncontrolling interests of approximately $13,000 for the year ended December 31, 2021. There was no allocation for the year ended December 31, 2020.

(5) Includes allocation for noncontrolling interests of approximately $129,000 for the year ended December 31, 2021. There was no allocation for the year ended December 31, 2020.

(6) Includes allocation for noncontrolling interests of approximately $396,000 for the year ended December 31, 2021. There was no allocation for the year ended December 31, 2020.

(7) Includes allocation for noncontrolling interests of approximately $5,000 and $2,000, respectively, for the years ended December 31, 2021 and 2020.

(8) Includes allocation for noncontrolling interests of approximately $15,000, and $7,000, respectively, for the years ended December 31, 2021 and 2020.

(9) Includes allocation for noncontrolling interests of approximately $168,000 and $42,000, respectively, for the years ended December 31, 2021 and 2020.

(10) Includes allocation for noncontrolling interests of approximately $51,000 and $1,000, respectively, for the years ended December 31, 2021 and 2020.

(11) Includes allocation for noncontrolling interests of approximately $79,000 for the year ended December 31, 2020. There was no allocation for the year ended December 31, 2021.

(12) Calculated using weighted average shares outstanding – diluted.

(13) None of the shares of convertible stock or 467,461 unvested performance awards that vest only upon a liquidation event are included in the diluted earnings per share calculations because the necessary conditions for conversion have not been satisfied as of either December 31, 2021, 2020 and 2019. Income (loss) attributable to outstanding OP Common and Preferred units issued in the Self-Management Transaction prior to their redemption and or conversion were included in net (income) loss attributable to noncontrolling interest, and therefore, excluded from the calculation of earnings (loss) per common share, basic and diluted, for all periods presented.

Critical Accounting Estimates

We consider these policies critical because they involve significant management judgments and assumptions, they require estimates about matters that are inherently uncertain, and they are important for understanding and evaluating our reported financial results. These judgments affect the reported amounts of our assets and liabilities and our disclosure of contingent assets and liabilities on the dates of the 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 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.

Real Estate Assets

Real Estate Purchase Price Allocation

Acquisitions that do not meet the definition of a business under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), Business Combinations, ("ASC 805") are accounted for as asset acquisitions. In most cases, we believe acquisitions of real estate will no longer be considered business combinations, as in most cases

substantially all of the fair value is concentrated in a single identifiable asset or group of tangible assets that are physically attached to each other (land and building). However, if we determine that substantially all of the fair value of the gross assets acquired is not concentrated in either a single identifiable asset or in a group of similar identifiable assets, we will then perform an assessment to determine whether the asset is a business by using the framework outlined in the guidance. If we determine that the acquired asset is not a business, we will allocate the cost of the acquisition, including transaction costs, to the assets acquired or liabilities assumed based on their relative fair value.

Upon the acquisition of real properties, we allocate the purchase price of properties to acquired tangible assets consisting of land, buildings, fixtures and improvements, identified intangible lease assets, consisting of the value of above-market and below-market leases, as applicable, the value of in-place leases, the value of tenant relationships, and liabilities, based in each case on their fair values.

We record above-market and below-market in-place lease values for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. We amortize any capitalized above-market or below-market lease values as an increase or reduction to rental income over the remaining non-cancelable terms of the respective leases.

We measure the aggregate value of other intangible assets acquired based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued as if it were vacant. Management’s estimates of value are determined by independent appraisers. Factors to be considered in the analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases.

In estimating the fair value of both the tangible and intangible acquired assets, we also consider information obtained about each property as a result of its pre-acquisition due diligence. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. Management also estimates costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction.

The total amount of other intangible assets acquired is further allocated to customer relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics to be considered by management in allocating these values include the nature and extent of the our existing relationships with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

We amortize the value of in-place leases to expense over the average remaining term of the underlying leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event will the amortization periods for the intangible assets exceed the remaining depreciable life of the building.

The determination of the fair value of assets and liabilities acquired requires the use of significant assumptions with regard to current market rental rates, discount rates and other variables. The use of inappropriate estimates would result in an incorrect assessment of the purchase price allocations, which could impact the amount of our reported net income.

Valuation of Real Estate Assets

We periodically evaluate our long-lived assets, primarily investments in rental properties, for impairment indicators. The review considers factors such as past and expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. When circumstances indicate the carrying value of a property may not be recoverable, we review the asset for permanent impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. An impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss would be the adjustment to fair value less the estimated cost to dispose of the asset.

In conjunction with the Resource REIT Mergers and for our annual estimated value per share calculation in 2020 and 2019, we engaged with a third-party to provide the estimated fair value of its rental properties as of January 28, 2021, December 31, 2020 and 2019, respectively. We compared these values to the carrying values and concluded that there was no indication that the carrying value of our investments in real estate were not recoverable as of December 31, 2021, 2020 and 2019. There were no impairment losses recorded on long lived assets during the years ended December 31, 2021, 2020 and 2019.

Adoption of New Accounting Standards

In March 2020, FASB issued Accounting Standards Update ("ASU") No. 2020-04, “Reference Rate Reform (Topic 848).” ASU No. 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU No. 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. During the year ended December 31, 2021, we have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Off-Balance Sheet Arrangements

As of both December 31, 2021 and 2020, we did not have any off-balance sheet arrangements or obligations.

Subsequent Events

On January 20, 2022, we sold The Bryant at Yorba Linda in Yorba Linda, California for $205.5 million. We expect to recognize a gain on the sale during the quarter ending March 31, 2022.

On January 20, 2022, we sold Maxwell Townhomes in San Antonio, Texas for $48.0 million. We expect to recognize a gain on the sale during the quarter ending March 31, 2022.

On January 23, 2022, we entered into the Blackstone Merger Agreement. In addition, our board of directors suspended our share redemption program and our distribution reinvestment plan offering.

On January 28, 2022, we repaid in the full the loans secured by Skyview, Courtney Meadows, Indigo Creek, and Meridian Pointe.

On March 22, 2022, we sold Sunset Ridge in San Antonio, Texas for $60.8 million. We expect to recognize a gain on the sale during the quarter ending March 31, 2022.

We have evaluated subsequent events and determined that no events have occurred, other than those disclosed above, which would require an adjustment to or additional disclosure in the consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from our financial instruments primarily from changes in market interest rates. We do not have exposure to any other significant market risks. We monitor interest rate risk as an integral part of our overall risk management, which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on our results of operations. Our operating results are affected by changes in interest rates, primarily changes in LIBOR, as a result of borrowings under our outstanding mortgage loans.

We enter into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we entered into a total of 18 interest rate caps that were designated as cash flow hedges. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

As of December 31, 2021 and 2020, we had approximately $613.0 million and $680.9 million, respectively, in variable rate debt outstanding. If interest rates on the variable rate debt had been 100 basis points higher during the years ended December 31, 2021 and 2020, our annual interest expense would have increased by approximately $7.0 million and $6.7 million, respectively.

In addition, changes in interest rates affect the fair value of our fixed rate mortgage notes payable. As of December 31, 2021 and 2020, the face value of fixed rate outstanding borrowings was approximately $802.3 million and $150.1 million, respectively. As of December 31, 2021 and 2020, this fixed rate debt had fair values of approximately $782.5 million and $151.0 million, respectively. Fair values are computed using rates available to us for debt with similar terms and remaining maturities.

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If interest rates had been 100 basis points higher as of December 31, 2021 and 2020, the fair value of this fixed rate debt would have decreased by approximately $43.7 million and $4.4 million, respectively.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the Index to Financial Statements at page F-1 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with our independent registered public accountants during the year ended December 31, 2021.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of our principal executive officer and principal financial officer, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth in the 2013 version of the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, management believes that our internal control over financial reporting is effective as of December 31, 2021.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred in the three months ended December 31, 2021 that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

We have provided below certain information about our executive officers and directors. At our July 21, 2021 annual meeting, Alan F. Feldman, Andrew Ceitlin, Gary Lichtenstein, Lee F. Shlifer, Robert C. Lieber, and Thomas J. Ikeler were elected to the board of directors for one-year terms. On August 3, 2021, our board of directors increased the size of the board from six to eight members and appointed Paula Baiman Brown and Alan F. Riffkin to serve as independent directors for one-year terms expiring at the next annual meeting. Mr. Lieber subsequently resigned on September 14, 2021, for reasons unrelated to any disagreement with our operations, policies, or practices.

Name *	Age **	Positions
Alan F. Feldman	58	Chairman of the Board, Chief Executive Officer, President and Director
Paula Baiman Brown	56	Independent Director
Andrew Ceitlin	48	Independent Director
Thomas J. Ikeler	66	Independent Director
Gary Lichtenstein	73	Independent Director
Alan F. Riffkin	56	Independent Director
Lee F. Shlifer	73	Independent Director
Thomas C. Elliott	48	Chief Financial Officer, Executive Vice President and Treasurer
Marshall P. Hayes	45	Chief Investment Officer and Senior Vice President
Shelle R. Weisbaum	60	Chief Legal Officer, Senior Vice President and Secretary

* The address of each executive officer and director listed is 1845 Walnut Street, 17th Floor, Philadelphia, Pennsylvania 19103.

** As of March 1, 2022.

Alan F. Feldman has served as our Chief Executive Officer and Chairman of our Board of Directors since October 2012 and as our President since September 2020 overseeing the strategy for the company and its investment strategy. Prior to the Resource REIT Mergers, he was also Chief Executive Officer and Chairman of the Board of REIT I from June 2009 and REIT III from June 2017. He also served as the President of REIT I and REIT III from September 2020 until the Resource REIT Mergers. Mr. Feldman also served as a Senior Vice President of RAI from August 2002 to September 2020 and as Chief Executive Officer of its wholly owned subsidiary, Resource Real Estate (our founding sponsor) from May 2004 to September 2020. In addition, prior to September 2020, he served in various officer and director positions for other real estate program sponsored by Resource Real Estate. From 1998 to 2002, Mr. Feldman was a Vice President at Lazard Freres & Co., an investment banking firm specializing in real estate matters. From 1992 through 1998, Mr. Feldman was an Executive Vice President of the Pennsylvania Real Estate Investment Trust and its predecessor, The Rubin Organization. From 1990 to 1992, Mr. Feldman was a director at Strouse, Greenberg & Co., a regional full-service real estate company. From 1986 through 1988, Mr. Feldman was an engineer at Squibb Corporation. Mr. Feldman received a Bachelor of Science degree and Master of Science degree from Tufts University, and a Master of Business Administration, Real Estate and Finance concentration degree from The Wharton School, University of Pennsylvania.

The board of directors has determined that it is in the best interests of our company and our stockholders for Mr. Feldman, in light of his day-to-day company-specific operational experience, significant finance and market experience, and his real estate investment trust experience, to serve as one of our directors.

Paula Baiman Brown was appointed to our board of directors on August 3, 2021. She has served as the Senior Vice President and General Counsel of Lanard & Axilbund, LLC (d/b/a Colliers International) from March 2010 to the present. From March 1993 to March 2009, Ms. Brown was counsel at Ledgewood, a law firm where she practiced real estate and real estate finance law. She also holds a Real Estate Broker license from the Commonwealth of Pennsylvania. Ms. Brown received a Bachelor of Arts from Connecticut College and a Juris Doctorate from the University of Pennsylvania Law School.

The board of directors has determined that it is in the best interests of our company and our stockholders for Ms. Brown, in light of her legal background in real estate transactions, to serve as one of our directors.

Andrew Ceitlin was appointed to our board of directors at the closing of the REIT I Merger as the REIT I designated director pursuant to the terms of the REIT I Merger Agreement. He served as a REIT I director from February 2014 until the closing of the REIT I Merger. Mr. Ceitlin has served as the Vice President and Assistant General Counsel for Tishman Construction Corporation, an AECOM company, since June 2017 and previously served as its Senior Corporate Counsel from

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June 2010 to June 2017. Prior to joining Tishman Construction Corporation, Mr. Ceitlin served as legal counsel for Bovis Lend Lease Holdings, Inc. from May 2007 to June 2010. Prior to joining Bovis Lend Lease Holdings, Inc., Mr. Ceitlin was an associate attorney at Peckar & Abramson, P.C., a law firm specializing in construction law. Mr. Ceitlin served as a director of Resource IO REIT from March 2015 to May 2018. Mr. Ceitlin is a licensed member of the New York State Bar and has practiced law for over 20 years. He holds a Bachelor’s degree in political science from The Ohio State University and a Juris Doctor degree from New York Law School.

The board of directors has determined that it is in the best interests of our company and our stockholders for Mr. Ceitlin, in light of his significant experience in the legal and real estate markets and his expertise in construction law, to serve as one of our directors.

Thomas J. Ikeler has been a director since November 2013. Mr. Ikeler also served as an independent director for REIT I from September 2009 until February 2014. From November 2014 to December 2020 when he retired, Mr. Ikeler served as Executive Vice President, Chief Investment Officer and Partner of Hoffman & Associates, a Washington, DC based mixed-use and residential real estate developer, but continues to serve as an advisor to the firm. From January 2010 to November 2014, Mr. Ikeler served as Managing Director, Capital Markets of Penzance, a private equity real estate investment and operating company, based in Washington, DC, and was one of four members of its Executive Committee. He was involved with all aspects of the firm’s investment activities, including acquisitions, development and capital placement. Immediately prior to that, from January 2009 to January 2010, Mr. Ikeler was President of K2 Capital Advisors, LLC, a boutique advisory practice that assisted real estate companies in selling or capitalizing existing assets and new acquisitions. From 2005 to 2009, Mr. Ikeler served as Managing Director of Jones Lang LaSalle, one of the largest global real estate service firms with 180 offices in 60 countries and over 36,000 employees, where he specialized in commercial property and multifamily equity and debt financing. From 1999 to 2005, he served as Managing Director of Aegis Realty Consultants, the real estate banking affiliate of Berwind Property Group, which owns and operates more than 25,000 apartment units and 100 communities. From 1997 to 1999, Mr. Ikeler served as Vice President/Corporate Finance for Security Capital Group and Senior Vice President for a subsidiary. From 1994 to 1997, he established a real estate investment and advisory firm that targeted “off market” opportunities and advised institutional owners and operators of real estate, which included serving as lead outside advisor to RF&P Corporation, a private REIT owned by the Virginia Retirement System. He received his Bachelor of Arts degree from Bucknell University and his Master in Business Administration from Harvard University.

The board of directors has determined that it is in the best interests of our company and our stockholders for Mr. Ikeler, in light of his significant experience in finance and real estate markets and his expertise in commercial property and multifamily equity and debt financing, to serve as one of our directors.

Gary Lichtenstein has been a director since November 2013. Mr. Lichtenstein also served as an independent director for REIT I from September 2009 until the closing of the REIT I Merger. Mr. Lichtenstein served as a partner of Grant Thornton LLP, a registered public accounting firm, from 1987 to July 2009. He worked at Grant Thornton LLP from 1974 to 1977 and served as a manager at Grant Thornton LLP from 1977 to 1987. Prior to joining Grant Thornton LLP, Mr. Lichtenstein served as an accountant for Soloway & von Rosen CPA from 1970 to 1974 and for Touche Ross Bailey & Smart from 1969 to 1970. Mr. Lichtenstein served on the Board of Directors of Atlas Resources, LLC from September 2016 to September 2018. He received his Bachelor of Business Administration and his Juris Doctor degree from Cleveland State University.

The board of directors has determined that it is in the best interests of our company and our stockholders for Mr. Lichtenstein, in light of his public company accounting and financial reporting expertise, to serve as one of our directors.

Alan F. Riffkin was appointed to our board of directors on August 3, 2021. He is the Managing Member of AFR Capital Advisory LLC, a strategic advisor to real estate owners and operators since December 2020. From 2003 to December 2019, Mr. Riffkin held positions as Director to Managing Director of the Real Estate Investment Banking Group at Lazard Freres & Co LLC. From 1994 to 2003, he held positions as Associate to Vice President of the Real Estate, Technology and Industrial Groups in the Investment Banking Division of Goldman Sachs & Co. Prior to that, Mr. Riffkin held positions as Account Officer to Senior Account Officer at Citicorp in the Real Estate Division from 1988 to 1992. Mr. Riffkin has served as a Trustee of the Urban Land Institute since 2017. He received a Bachelor of Science from Cornell University and a Master of Business Administration from The Wharton School of the University of Pennsylvania.

The board of directors has determined that it is in the best interests of our company and our stockholders for Mr. Riffkin, in light of his financial expertise and in particular his background in real estate finance, to serve as one of our directors.

Lee F. Shlifer was appointed to our board of directors at the closing of the REIT III Merger as the REIT III designated director pursuant to the terms of the REIT III Merger Agreement. He served as a director of REIT I from September 2009 and of

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REIT III from January 2016, each until the closing of the respective mergers. Mr. Shlifer has served as founder, President and broker for Signature Investment Realty, Inc., an investment brokerage and management/consulting firm that emphasizes the acquisition and management of multifamily apartment buildings, since 1985. Prior to founding Signature Investment Realty, Inc., he served as Vice President of Marketing for Spencer Industries from 1979 to 1981. In addition, Mr. Shlifer served as a psychotherapist for the Eastern Pennsylvania Psychiatric Institute from 1978 to 1979. Mr. Shlifer is a member of the board of directors of ELIT, a non-profit organization that operates schools in India and Pakistan to teach impoverished women basic computer skills. He received his Bachelor of Arts degree from the University of Pennsylvania and his Masters of Arts degree in Clinical Psychology from The New School for Social Research.

The board of directors has determined that it is in the best interests of our company and our stockholders for Mr. Shlifer, in light of his significant finance and real estate market experience and his expertise in the acquisition and management of multifamily apartment buildings, to serve as one of our directors.

Thomas C. Elliott has served as our Chief Financial Officer, Executive Vice President and Treasurer since September 8, 2020. He served in the same positions for REIT I and REIT III from September 2020 until the closing of the respective mergers. From June 2020 until June 2021, he also served on the board of directors of ACRES REIT. Mr. Elliott previously held various officer positions at Resource America, all of which he resigned from, effective as of September 8, 2020: Chief Financial Officer since December 2009, Executive Vice President since September 2016 and Senior Vice President since 2005. Prior to that, he was Senior Vice President-Finance and Operations of Resource America from 2006 to December 2009; Senior Vice President-Finance from 2005 to 2006 and Vice President-Finance from 2001 to 2005. From February 2017 to July 2020, Mr. Elliott was Executive Vice President-Finance and Operations of ACRES REIT and was its Senior Vice President-Finance and Operations from September 2006 to February 2017 and, prior to that, was its Chief Financial Officer, Chief Accounting Officer and Treasurer from September 2005 to June 2006. He was also Senior Vice President-Assets and Liabilities Management of ACRES REIT from June 2005 until September 2005 and, before that, served as its Vice President-Finance from March 2005. Prior to joining Resource America in 2001, Mr. Elliott was a Vice President at Fidelity Leasing, Inc., a former equipment leasing subsidiary of Resource America, where he managed all capital market functions, including the negotiation of all securitizations and credit and banking facilities in the U.S. and Canada. Mr. Elliott also oversaw the financial controls and budgeting departments.

Marshall Hayes has served as our Chief Investment Officer and Senior Vice President since February 2021. Prior to the acquisition of our sponsor and external advisor by REIT I, Mr. Hayes was employed by our sponsor and the owner of our advisor. Mr. Hayes held various titles at our sponsor, including Managing Director, Senior Vice President and Vice President. Mr. Hayes first joined our sponsor in 2006. Prior to working for our sponsor, Mr. Hayes was Vice President of Transactions at AIMCO, a Denver-based multifamily REIT from 2004-2006. From 1998 to 2004 Mr. Hayes worked for investment banking firm Lazard, Freres & Co., in New York, where he was a member of the real estate investment banking group. Mr. Hayes received a Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania, Magna Cum Laude.

Shelle Weisbaum has served as our Chief Legal Officer, Senior Vice President and Secretary since October 2012 and in the same positions for REIT I from June 2009 and for REIT III from July 2015, until the closing of the respective mergers. Ms. Weisbaum has also served as Chief Legal Officer, Senior Vice President and Secretary of our advisor since its formation in October 2012 as well as for the advisors for REIT I and REIT II. Ms. Weisbaum also previously served as Executive Vice President, from April 2017 to September 2020, Senior Vice President, from January 2014, and General Counsel and Secretary, from August 2007, of the Sponsor to September 2020. Previously she held the position of Vice President of our sponsor from August 2007 to December 2013. Ms. Weisbaum also served as the Chief Legal Officer, Senior Vice President and Secretary of ACRES REIT from September 2016 to July 2020. Ms. Weisbaum joined our sponsor in October 2006 from Ledgewood Law, a Philadelphia-based law firm, where she practiced commercial real estate law from 1998 to 2006 as an associate and later as a partner of the firm. Prior to Ledgewood, from 1987 to 1998, Ms. Weisbaum was Vice President and Assistant General Counsel at the Philadelphia Stock Exchange. Ms. Weisbaum received a Bachelor of Science degree in Business Administration from Boston University and a Juris Doctor degree from Temple University.

Other Significant Employees

The following sets forth certain information regarding other significant employees of our company who provide important services to us.

Steven R. Saltzman has served as Chief Accounting Officer and Vice President since September 2020. He served in the same position for REIT I and REIT III from September 2020 until the closing of the respective mergers. Prior to that, he was Chief Financial Officer, Senior Vice President and Treasurer for us since October 2012 and in the same capacity for REIT I since June 2009 and for REIT III since July 2015. Mr. Saltzman has also served as Chief Financial Officer, Senior Vice President and Treasurer for REIT II Advisor since its formation in October 2012. In addition, Mr. Saltzman previously served as Senior Vice

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President and Chief Financial Officer of our sponsor from January 2014 to September 2020; and previously held the positions of Vice President and Controller from May 2004. From 1999 to 2003, Mr. Saltzman was Controller at WP Realty, Inc., a regional developer and property manager specializing in community shopping centers. Mr. Saltzman began his real estate career in 1988 as a Property Controller at The Rubin Organization, a predecessor to the Pennsylvania Real Estate Investment Trust. Mr. Saltzman began his professional career at Price Waterhouse from 1985 to 1988. Mr. Saltzman earned a Bachelor of Science degree from The Wharton School, University of Pennsylvania. Mr. Saltzman is both a Certified Public Accountant and a Certified Management Accountant.

Yvana L. Rizzo serves as Vice President, Asset Management. Ms. Rizzo joined Resource Real Estate in 2006 and oversees the asset management of the company’s commercial real estate equity portfolios. Prior to joining Resource Real Estate, Ms. Rizzo served for six years as Vice President of both the Structured Asset Management and CMBS Credit Administration groups for Capmark Finance, Inc. (formerly GMAC Commercial Mortgage Corporation). Ms. Rizzo began her career as an underwriter and loan originator for the Northeast Commercial Real Estate Lending division of Washington Mutual Bank. Ms. Rizzo received a bachelor’s degree in Finance from the University of Pittsburgh.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the directors and officers, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership of such equity securities with the SEC. As a matter of practice, our inside general counsel and outside counsel assists our directors and executive officers in preparing these reports, and typically file those reports on behalf of our directors and executive officers. Based solely on a review of the copies of such forms filed with the SEC during fiscal year 2021 and on written representations from our directors and executive officers, we believe that during fiscal year 2021, except for one Form 4 for Mr. Lichtenstein to report the receipt of our common stock in connection with the REIT I Merger, and one Form 3 for Mr. Ceitlin to report his initial ownership of our equity securities, of which he owned none, all of our directors and executive officers filed the required reports on a timely basis under Section 16(a).

Code of Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our executive officers and directors, including but not limited to, our chief executive officer and chief financial officer. Our Code of Business Conduct and Ethics may be found at http://www.resourcereit.com, on the Investors/Corporate Governance page. Any amendment to, or a waiver from, a provision of the Code of Conduct and Ethics that would require disclosure under Item 5.05 of Form 8-K will be posted on our website.

The Audit Committee

Our board of directors has established an audit committee. The audit committee assists the board of directors in overseeing:

•our accounting and financial reporting processes;

•the integrity and audits of our financial statements;

•our compliance with legal and regulatory requirements;

•the qualifications and independence of our independent auditors; and

•the performance of our internal and independent auditors.

The audit committee is responsible for engaging independent public accountants, reviewing with the independent public accountants the plans and results of the audit engagement, and considering and approving the audit and non-audit services and fees provided by the independent public accountants. The audit committee fulfills these responsibilities primarily by carrying out the activities enumerated in the audit committee charter adopted by our board of directors initially in 2013 and as amended and restated in February 2021. A copy of the audit committee charter is available under “Corporate Governance” in the “Investors” section of our website at www.resourcereit.com.

Since February 3, 2021, the members of the audit committee are Gary Lichtenstein (Chairman), Andrew Ceitlin and Lee F. Shlifer. Previously, Gary Lichtenstein (Chairman), Thomas J. Ikeler and David Spoont comprised the audit committee. Each of the members of the audit committee is “independent” as defined by the NYSE. The board of directors has determined that Mr. Lichtenstein qualifies as the audit committee “financial expert” as defined by SEC rules.

ITEM 11. EXECUTIVE COMPENSATION

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Executive Compensation Paid by Our Former Advisor

Prior to the closing of the REIT I Merger and our transition to a self-managed structure, pursuant to the terms of our advisory agreement, our former advisor was responsible for providing our day-to-day management, subject to the supervision of our board of directors, and we reimbursed our advisor for expenses incurred in connection with its provision of services to us and our allocable share of costs for advisor personnel and overhead, including allocable personnel salaries and other employment expenses. Included in the operating expenses reimbursed to our advisor during the year ended December 31, 2020 was $537,839 for a portion of the compensation paid in 2020 to Alan F. Feldman, our Chief Executive Officer and President, $165,032 for a portion of the compensation paid in 2020 to Thomas C. Elliott, our Chief Financial Officer, Executive Vice President and Treasurer as of September 2020 and 177,308 for a portion of the compensation paid in 2020 to Shelle R. Weisbaum, our Senior Vice President and Chief Legal Officer. Included in the operating expenses reimbursed to our advisor during the year ended December 31, 2019 was $460,884 for a portion of the compensation paid in 2019 to Mr. Feldman and $110,629 for a portion of the compensation paid in 2019 to Ms. Weisbaum.

Compensation Discussion and Analysis

Overview

This section discusses the components of, and objectives behind, our executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. Our “named executive officers” during 2021 were Alan F. Feldman, Chief Executive Officer and President, Thomas C. Elliott, Executive Vice President, Chief Financial Officer and Treasurer, Marshall P. Hayes, Senior Vice President and Chief Investment Officer, and Shelle R. Weisbaum, Senior Vice President and Chief Legal Officer.

Prior to the closing of the REIT I Merger on January 28, 2021, all of our executive officers were employees of our former advisor or its affiliates and we were not a party to any employment or severance agreements with our executive officers and did not pay or grant, and were not involved in determining, cash compensation, equity plan-based awards or any pension benefits, perquisites or other personal benefits for any of these individuals. Therefore, the discussion below reflects executive compensation that we paid to our executive officers since January 28, 2021.

Compensation Philosophy and Objectives

We seek to maintain a total compensation package that provides fair, reasonable and competitive compensation for executives while also permitting us the flexibility to differentiate actual pay based on the level of individual and organizational performance.

Our compensation programs are designed to achieve the following objectives:

•to attract and retain candidates capable of performing at the highest levels of our industry;

•to create and maintain a performance-focused culture by rewarding outstanding performance based upon objective predetermined metrics;

•to reflect the qualifications, skills, experience and responsibilities of each executive officer;

•to align the interests of our executive officers and stockholders by creating opportunities and incentives for our executive officers to increase their equity ownership in us; and

•to motivate our executive officers to manage our business to meet our short- and long-term objectives.

Determination of Executive Compensation

On February 3, 2021, following the closing of the REIT I Merger on January 28, 2021, the board of directors formed the compensation committee which has the authority to determine the compensation for our executive officers. The compensation committee exercises independent discretion with respect to executive compensation matters and administers our equity incentive programs, including reviewing and approving equity grants to our executive officers under the 2020 Incentive Plan. The compensation committee operates pursuant to the terms of a written charter adopted by the board of directors, a copy of which is available under “Corporate Governance” in the “Investors” section of our website at www.resourcereit.com.

In connection with the REIT I Merger, we assumed from REIT I the employment agreements, dated September 8, 2020, with Mr. Feldman, our Chief Executive Officer and President; Mr. Elliott, our Executive Vice President, Chief Financial Officer

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and Treasurer; and Ms. Weisbaum, our Senior Vice President and Chief Legal Officer. We assumed REIT I’s obligations under these employment agreements in their entirety. As a result, the initial compensation arrangements with our executive officers were determined in REIT I’s negotiations with each individual executive officer and were formalized in each executive officer’s employment agreement. Such negotiations were the purview of the special committee of REIT I, which was composed entirely of independent directors. For a more detailed discussion of the employment agreements with each of our executive officers, see “—Employment Agreements” below.

In making compensation decisions for 2021, the compensation committee reviewed market‑based compensation data provided by its independent compensation consultant, Ferguson Partners Consulting L.P., f/k/a FPL Associates, L.P. (“FPC”), a nationally recognized compensation consulting firm specializing in the real estate industry. The compensation committee also evaluated the performance of our Chief Executive Officer and, together with our Chief Executive Officer, assessed the individual performance of the other executive and senior officers. While the compensation committee considers these recommendations, along with data provided by its other advisors, it retains full discretion to set all compensation. As of the filing of this report, we have not yet held an advisory vote on executive compensation as 2021 was the first year we compensated our officers directly.

Engagement of Compensation Consultant

The compensation committee is authorized to retain the services of one or more executive compensation consultants, in its discretion, to assist with the establishment and review of our compensation programs and related policies. The compensation committee has sole authority to hire, terminate and set the terms of any future engagement of FPC or any other compensation consultant.

For compensation advice in 2021, the compensation committee engaged FPC to provide market‑based compensation data to assist the committee in the implementation of our comprehensive executive compensation program. In connection with these efforts, FPC prepared for the compensation committee reports that included compensation analyses for each executive position, an analysis of a recommended peer group for the company and a description of the methodology used to provide the compensation analyses. FPC researched competitive market practices, reviewed the proxy statements of its recommended peer group and checked its own proprietary information data bases. The compensation committee reviewed the information provided to the company and approved the 2021 executive compensation program.

Elements of Executive Compensation

The following table summarizes the key elements of our executive compensation program for our executive officers and each element’s objectives, including annual cash compensation and equity incentive awards. A more detailed discussion of each element of our executive compensation program follows this table.

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Element	Description	Objectives
Annual Cash Compensation
Annual Base Salary	Fixed cash compensation. Reviewed and adjusted periodically.	•Attract and retain executives •Provide steady source of income sufficient to permit executives to focus effectively on their responsibilities •Help ensure that total cash compensation is competitive
Short-Term Incentive Plan	Annual cash bonus based on company, strategic and individual performance goals.	•Encourage executives to achieve annual company, strategic and individual performance goals •Align executives’ interests with the stockholders’ interests
Equity Incentive Compensation
Time-Based Restricted Stock	Awards vest in equal installments over three years, subject to continued service. Time-based restricted stock awards constitute 70% of the executive officers’ total equity incentive compensation.	•Promote long-term equity ownership by executives •Encourage the retention of executives •Align executives’ interests with the stockholders’ interests
Performance-Based Restricted Stock	Variable equity compensation based on company performance over a three-year performance period. Awards are paid in common stock. Performance-based restricted stock awards constitute 30% of the executive officers’ total equity incentive compensation.	•Encourage executives to achieve long-term company performance goals •Align executives’ interests with the stockholders’ interests •Attract and retain executives

Base Salary

Each executive officer’s compensation was initially established based on negotiations with the special committee of REIT I, composed entirely of independent directors, in connection with the execution of each officer’s employment agreement in September 2020. We believe that our executive officers’ base salary levels are commensurate with their positions and are expected to provide a steady source of income sufficient to permit these officers to focus their time and attention on their work duties and responsibilities. Base salaries of our named executive officers periodically will be reviewed by the compensation committee.

Short-Term Incentive Plan

The short-term incentive plan is intended to compensate our executive officers for achieving annual company, strategic and individual performance goals. The compensation committee believes that the opportunity to earn an annual cash bonus encourages our executive officers to achieve company, strategic and individual performance goals, which fosters a performance‑driven company culture that aligns the executives’ interests with the stockholders’ interests.

The short-term incentive plan allows our executive officers to earn a cash bonus based on various pre-defined and pre-weighted company, strategic and individual performance goals established by the compensation committee (at least 50% of which are objective, calculable company performance measurements). Strategic and individual performance goals are assessed subjectively.

The table below provides a summary of our short-term incentive plan, including the 2021 performance goals and their relative weighting:

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Short-Term Incentive Plan
Performance Metrics	50% Corporate Performance Goals 20% Core FFO per Share 10% Same Store NOI Growth 10% Operating Margin 10% Net Debt to EBITDA 25% Strategic Performance Goals 25% Individual Performance Goals
	.
Performance Bandwidths	Defined performance bandwidths based on percentage of base salary:
	Feldman / Elliott: Threshold - 62.5% Target - 125% Maximum -187.5%	Hayes: Threshold – 56.25% Target – 112.5% Maximum -168.75%	Weisbaum: Threshold - 50% Target - 100% Maximum -150%

Results between threshold and target or between target and maximum are based on linear interpolation. Performance below threshold earns 0%, and performance above the maximum is capped at the maximum level (no additional amounts are paid for exceeding the maximum performance goal). The total cash bonus earned by an executive officer is the sum of the weighted annual incentive amounts earned with respect to each goal.

Company Performance Goals

For 2021, 50% of the annual cash incentive bonuses was based on the following company performance goals:

Core FFO per Share

FFO is a widely recognized measure of the performance of REITs. We calculate FFO in accordance with the standards established by NAREIT. FFO represents net income or loss (computed in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. These reconciling items include adjustments related to noncontrolling interests. Core FFO includes certain adjustments to FFO for non-routine items or items not considered core to business operations. Core FFO adjusts FFO to exclude equity compensation expense, losses on extinguishment of debt and modification costs, transaction (including Self-Management) costs, amortization of deferred financing costs, amortization of intangible lease assets, debt premium or discount amortization, realized losses on fair value adjustments related to interest rate caps, and casualty gains and losses. By further adjusting for items that are not considered part of core business operations, we believe that Core FFO provides useful information to compare core operating and financial performance between periods.

With the 20% weighting of the Core FFO per Share component, Messrs. Feldman and Elliott can earn between 12.5 percentage points (at the threshold level) and 37.5 percentage points (at the maximum level), Mr. Hayes can earn between 11.25 (at the threshold level) and 33.75 (at maximum level), and Ms. Weisbaum can earn between 10 (at the threshold level) and 30 (at maximum level) under this performance goal component. For 2021, the Core FFO per share performance criteria was $0.32 at the threshold, $0.33 to $0.35 at target and $0.36 at the maximum. Our Core FFO per Share, assuming bonuses were paid at target levels, was $0.44 per share. As a result, Messrs. Feldman and Elliott earned 37.5 percentage points, Mr. Hayes earned 33.75 percentage points and Ms. Weisbaum earned 30 percentage points under the Core FFO per Share performance goal component.

Same Store NOI Growth

Same Store NOI Growth is a measurement of our internal growth and a primary financial measure for evaluating the core operating performance of our properties. We define “NOI” as total property revenue less total property expenses, excluding interest expense, depreciation and amortization and non-recurring and recurring expenses that are not reflective of the continuing operations of the properties. We believe that NOI is an appropriate supplemental performance measure because it reflects the core operations of property performance without the other corporate level and non-recurring items not related to our properties

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and their continuing operations. Comparing NOI on a “same store” basis (i.e., looking at the exact same set of properties over the periods being compared) allows for an apples-to-apples comparison.

With the 10% weighting of the Same Store Cash NOI Growth component, Messrs. Feldman and Elliott can earn between 6.25 percentage points (at the threshold level) and 18.75 percentage points (at the maximum level), Mr. Hayes can earn between 5.625 (at the threshold level) and 16.875 (at maximum level), and Ms. Weisbaum can earn between 5 (at the threshold level) and 15 (at maximum level) under this performance goal component. For 2021, the Same Store Cash NOI Growth performance criteria was -1.5% at the threshold, -1.0% to 0.5% at target and 1.0% at the maximum. Our Same Store NOI Growth was 15.0%. As a result, Messrs. Feldman and Elliott earned 18.75 percentage points, Mr. Hayes earned 16.875 percentage points and Ms. Weisbaum earned 15 percentage points under the Same Store NOI Growth performance goal component.

Operating Margin

We define “Operating Margin” as our property revenues less property expenses (excluding property management expenses) divided by property revenues. We believe that Operating Margin is an important metric to evaluate the core performance of our portfolio and provides an objective goal for increasing performance through revenue growth and expense management.

With the 10% weighting of the Operating Margin component, Messrs. Feldman and Elliott can earn between 6.25 percentage points (at the threshold level) and 18.75 percentage points (at the maximum level), Mr. Hayes can earn between 5.625 (at the threshold level) and 16.875 (at maximum level), and Ms. Weisbaum can earn between 5 (at the threshold level) and 15 (at maximum level) under this performance goal component. For 2021, the Operating Margin performance criteria was 52.5% at the threshold, 53.5% to 54.0% at target and 55.0% at the maximum. Our Operating Margin for 2021 was 58.2%. As a result, Messrs. Feldman and Elliott earned 18.75 percentage points, Mr. Hayes earned 16.875 percentage points and Ms. Weisbaum earned 15 percentage points under the Operating Margin performance goal component.

Net Debt to EBITDA

We define “Net Debt” as our total debt less cash and cash equivalents. We believe that Net Debt is a helpful measure of its credit position and progress towards reducing overall leverage. We define “EBITDA” as net income (loss) (computed in accordance with GAAP) before interest expense, including amortization of deferred financing costs, income tax expense and depreciation and amortization expenses. We consider EBITDA to be appropriate supplemental measures of performance because they eliminate interest, income taxes, and depreciation and amortization which permit investors to view income from operations without these non-cash or non-operating items. We also use these measures in ratios to compare our performance to that of our industry peers, such as Net Debt to EBITDA, which we view as an important measurement of the ability of our earnings to service our debt.

With the 10% weighting of the Net Debt to EBITDA component, Messrs. Feldman and Elliott can earn between 6.25 percentage points (at the threshold level) and 18.75 percentage points (at the maximum level), Mr. Hayes can earn between 5.625 (at the threshold level) and 16.875 (at maximum level), and Ms. Weisbaum can earn between 5 (at the threshold level) and 15 (at maximum level) under this performance goal component. For 2021, the Net Debt to EBITDA performance criteria was 15.25x at the threshold, 14.50x to 15.00x at target and 14.25x at the maximum. Our Net Debt to EBITDA was 11.9x. As a result, Messrs. Feldman and Elliott earned 18.75 percentage points, Mr. Hayes earned 16.875 percentage points and Ms. Weisbaum earned 15 percentage points under the Net Debt to EBIDTA performance goal component.

Strategic Performance Goals

For 2021, 25% of the annual cash incentive bonuses was based on the compensation committee’s (and the chief executive officer’s with respect to the other named executive officers) assessment of such strategic performance goals as managing occupancy rates and delinquency rates through the continuing pandemic, disposing of non-core assets and starting to reimplement our value add program.

With the 20% weighting of the strategic performance component, Messrs. Feldman and Elliott can earn between 15.625 percentage points (at the threshold level) and 46.875 percentage points (at the maximum level), Mr. Hayes can earn between 14.0625 (at the threshold level) and 42.1875 (at maximum level), and Ms. Weisbaum can earn between 12.5 (at the threshold level) and 37.5 (at maximum level) under this component. Based on this assessment, the compensation committee determined that Messrs. Feldman, Elliott and Hayes and Ms. Weisbaum earned 46.875, 46.875, 42.1875, and 37.5 percentage points, respectively, under this strategic performance goal component.

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Individual Performance Goals

For 2021, 25% of the annual cash incentive bonuses was based on the compensation committee’s (and the chief executive officer’s with respect to the other named executive officers) assessment of each officer’s individual contributions to our overall success in significant areas based upon the executive’s position and responsibilities as they related to our overall business plan.

With the 20% weighting of the individual performance component, Messrs. Feldman and Elliott can earn between 15.625 percentage points (at the threshold level) and 46.875 percentage points (at the maximum level), Mr. Hayes can earn between 14.0625 (at the threshold level) and 42.1875 (at maximum level), and Ms. Weisbaum can earn between 12.5 (at the threshold level) and 37.5 (at maximum level) under this component. Based on this assessment, the compensation committee determined that Messrs. Feldman, Elliott and Hayes and Ms. Weisbaum earned 46.875, 46.875, 42.1875, and 37.5 percentage points, respectively, under this individual performance goal component.

Calculation of the Bonuses

Based on our actual performance in 2021, the compensation committee approved annual cash incentive bonuses for the named executive officers for 2021 in the following amounts:

			2021 Annual Cash Incentive Bonus Opportunity								Percentage Points Earned
Executive	2021 Base Salary		Below Threshold		Threshold		Target		Maximum		Company Performance		Strategic Performance		Individual Performance		Total		2021 Bonus
Alan F. Feldman	$	700,000		—	$	437,500	$	875,000	$	1,312,500		93.75		46.875		46.875		187.50	$	1,312,500
Thomas C. Elliott		500,000		—		312,500		625,000		937,500		93.75		46.875		46.875		187.50		937,500
Marshall P. Hayes		300,000		—		168,750		337,500		506,250		84.375		42.1875		42.1875		168.75		506,250
Shelle R. Weisbaum		300,000		—		150,000		300,000		450,000		75		37.5		37.5		150.00		450,000

Equity Incentive Compensation

The goals of our equity incentive compensation program are to incentivize and reward increases in long‑term stockholder value and to align the interests of our executive officers with the interests of our stockholders. Because vesting is based on continued employment or the achievement of company performance goals, our equity‑based incentives also encourage the retention of our executive officers through the multi-year vesting or performance periods in the awards. For 2021, the compensation committee determined that annual equity awards should consist of approximately 70% in time-based awards (subject to multi-year vesting) and 30% in performance-based awards (with a multi-year measurement period).

Time-Based Restricted Stock

The following table sets forth the number of shares of time-based restricted stock granted to our executive officers in February 2021 for 2021 compensation. The time-based awards vest over three years in equal installments on the first, second and third anniversaries of the grant date, subject to continued service.

Executive	Date of Grant	Number of Shares
Alan F. Feldman	February 17, 2021		140,693
Thomas C. Elliott	February 17, 2021		79,019
Marshall P. Hayes	February 17, 2021		39,509
Shelle R. Weisbaum	February 17, 2021		26,982

In January 2022, the compensation committee approved the grant of an aggregate of 286,836 shares of restricted stock to the named executive officers for 2022 compensation. The grants were made on January 4, 2022. These shares vest in full over three years with 331/3 vesting per year beginning on January 4, 2023, subject to continued service. The 2022 grants of time-based restricted stock will be reflected in the “Summary Compensation Table” and “2022 Grants of Plan-Based Awards” table in our next filing for which such disclosure is required.

Performance-Based Restricted Stock

The compensation committee grants performance-based restricted stock to our executive officers as an additional long-term incentive award designed to align the executive officers’ interests more closely with those of the stockholders. The ultimate value of the performance-based restricted stock depends on our Same Store Relative NOI Growth (measured against a select group of peer companies) (50% weighting) and our ratio of Net Debt to Average EBITDA (50% weighting) over a three-year measuring period. See “—Company Performance Goals” above for a discussion of how we determine Same Store NOI Growth and Net Debt to EBITDA.

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For our 2021 performance-based restricted stock, the Same Store Relative NOI Growth targets as measured against a peer group of companies over the three-year performance period are 25% at the threshold, 50% at the target and 75% at the maximum. The Net Debt to Average EBITDA targets, as measured over a three-year period are 14.75x at the threshold, 14.25x at target and 13.75x at the maximum. Awards for performance between the indicated targets are determined by interpolating between the earned amounts.

The following table sets forth the target number of shares of performance-based restricted stock granted to our executive officers in February 2021 for 2021 compensation.

Executive	Date of Grant	Target Number of Shares
Alan F. Feldman	February 17, 2021		60,297
Thomas C. Elliott	February 17, 2021		33,865
Marshall P. Hayes	February 17, 2021		16,932
Shelle R. Weisbaum	February 17, 2021		11,564

A recipient of performance-based restricted stock may receive as few as zero shares or as many as 125% of the target number of shares. For example, at the end of the measurement period, a recipient of 10,000 shares of performance-based restricted stock may receive no value (no shares of common stock and no dividends) or receive as many as 12,500 shares of common stock, plus cash dividends on earned shares. After the actual amount of the performance-based award is determined (or earned) on the determination date, the earned shares will be fully vested and generally transferable. Dividends will be deemed to have accrued on all of the earned shares during the measurement period until the determination date. Such accrued dividends on earned shares will be paid to the awardee on the determination date. Thereafter, the awardee is entitled to receive dividends as declared and paid on the earned shares. The awardee will be entitled to vote the shares from the grant date.

In January 2022, the compensation committee approved the grant of an aggregate target of 122,929 shares of performance-based restricted stock to the named executive officers for 2022 compensation. The 2022 grants of performance-based restricted stock will be reflected in the “Summary Compensation Table” and “2022 Grants of Plan-Based Awards” table in our next filing for which such disclosure is required.

2020 Long-Term Incentive Plan

As of January 28, 2021, the effective time of the REIT I Merger, we assumed the 2020 Long-Term Incentive Plan of REIT I, as amended to replace all references to REIT I with Resource REIT, Inc. (the “2020 Incentive Plan”). The purpose of the 2020 Incentive Plan is to advance the interests of the company and its stockholders by providing an incentive to attract, retain, and reward certain eligible persons performing services for the company and by motivating such persons to contribute to the growth and profitability of the company. The 2020 Incentive Plan allows for grants of stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards to our employees, consultants, and directors. The maximum aggregate number of shares of our common stock that may be issued pursuant to awards granted under the 2020 Incentive Plan is 3,500,000 shares.

Employment Agreements

Alan F. Feldman

In connection with Mr. Feldman’s appointment as Chief Executive Officer and President of REIT I, on September 8, 2020, REIT I entered into an employment agreement with Mr. Feldman (the “Feldman Employment Agreement”). Upon the closing of the REIT I Merger, we assumed REIT I’s obligations under the Feldman Employment Agreement in its entirety.

The Feldman Employment Agreement has an initial term continuing until December 31, 2023 and will automatically renew for additional one-year periods thereafter, unless either we or Mr. Feldman provides advance written notice of our or his intent not to renew or unless sooner terminated in accordance with the terms thereof (the “Term”).

Pursuant to the terms of the Feldman Employment Agreement, Mr. Feldman is entitled to, among other things:

•an annual base salary of $700,000, subject to annual review for increase (but not decrease) by our board of directors or a committee thereof;

•the opportunity to earn an annual cash bonus (“Incentive Bonus”) at the discretion of our board of directors or a committee thereof based upon specified corporate and individual performance;

•equity awards as follows:

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oan initial equity grant with a fair market value of $2,750,000 that was awarded in the form of restricted stock of REIT I;

owith respect to each calendar year during the Term beginning after calendar year 2020, Mr. Feldman shall be eligible to receive an annual long-term equity incentive award;

•payments and benefits upon termination of employment as follows:

oDeath or “Disability” (as defined in the Feldman Employment Agreement): (i) base salary earned, but not paid as of the termination date, reimbursement for unpaid expenses to which Mr. Feldman is entitled to reimbursement, and any accrued vacation time or other vested compensation or benefits to which Mr. Feldman is entitled under any benefits plans (collectively, the “Accrued Amounts”); (ii) any Incentive Bonus earned by Mr. Feldman for the prior calendar year, but not yet paid; and (iii) the Incentive Bonus for the calendar year in which the termination occurs, pro-rated for the amount of time Mr. Feldman was employed during such calendar year, assuming target performance;

oTermination without “Cause” or with “Good Reason” (as such terms are defined in the Feldman Employment Agreement) or termination by the company upon expiration of the Term of the Feldman Employment Agreement: (i) the Accrued Amounts; (ii) any Incentive Bonus earned by Mr. Feldman for the prior calendar year, but not yet paid; (iii) the Incentive Bonus for the calendar year in which the termination occurs, pro-rated for the amount of time Mr. Feldman was employed during such calendar year, assuming target performance; (iv) any unvested time-based equity incentive awards shall immediately vest; (v) a pro-rated portion of any performance-based equity incentive awards shall remain outstanding and eligible to vest based on actual performance through the last day of the performance period, based on the number of days during the performance period that Mr. Feldman was employed; (vi) a lump sum payment equal to 1.5 times (or 2.0 times for termination with “Good Reason”) the sum of (A) the base salary then in effect plus (B) the average of the Incentive Bonus paid to Mr. Feldman for the prior three calendar years preceding the year in which such termination occurs (or, (1) if Mr. Feldman was eligible to earn a bonus for only two fiscal years completed prior to the date of termination, the amount of such average Incentive Bonus deemed to have been earned, if any, for the prior two fiscal years, (2) if Mr. Feldman was eligible to earn a bonus for only one fiscal year completed prior to the date of termination, the amount of such bonus, if any, deemed to have been earned for such fiscal year, or (3) if Mr. Feldman has not been employed long enough to be eligible to earn an Incentive Bonus, then the amount of Mr. Feldman’s target annual bonus for the fiscal year in which the date of termination occurs); and (vii) continued health coverage under our health plan for a period of 18 months following the date of termination;

oTermination for “Cause” or without “Good Reason” (as such terms are defined in the Feldman Employment Agreement) or by Mr. Feldman upon the expiration of the Term of the Feldman Employment Agreement: the Accrued Amounts;

oWithin 12 months following the consummation of a “Change in Control,” termination without “Cause” or with “Good Reason” (as such terms are defined in the Feldman Employment Agreement) or termination by the company upon expiration of the Term of the Feldman Employment Agreement: all of the benefits and payments described in the bullet “Termination by the company without “Cause” or termination by Mr. Feldman with “Good Reason” (as such terms are defined in the Feldman Employment Agreement) or termination by the company upon expiration of the Term of the Feldman Employment Agreement” above, except that the lump sum payment set forth in clause (vi) shall be equal to 3.0 times the sum of (A) the base salary then in effect plus (B) the average of the Incentive Bonus paid to Mr. Feldman for the prior three calendar years preceding the year in which such termination occurs.

The Feldman Employment Agreement also provides that Mr. Feldman will be subject to customary non-compete, non-solicitation and other restrictive covenants.

Mr. Elliott and Ms. Weisbaum

On September 8, 2020, REIT I also entered into employment agreements with each of Mr. Elliott in connection with his appointment as REIT I’s Executive Vice President, Chief Financial Officer and Treasurer (the “Elliott Employment Agreement”) and Ms. Weisbaum in connection with her appointment as REIT I’s Senior Vice President and Chief Legal Officer (the “Weisbaum Employment Agreement”). In connection with the REIT I Merger, we assumed REIT I’s obligations under the Elliott Employment Agreement and Weisbaum Employment Agreement in their entirety.

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Each of such employment agreements is substantially similar to the material terms of the Feldman Employment Agreement except as noted below:

•Mr. Elliott is entitled to an annual base salary of $500,000, subject to annual review for increase (but not decrease) by the board of directors or a committee thereof;

•Mr. Elliott received an initial equity grant with a fair market value of $1,550,000 that was awarded in the form of restricted stock of REIT I;

•upon Mr. Elliott’s termination without “Cause” or with “Good Reason” (as such terms are defined in the Elliott Employment Agreement) or termination by the company upon expiration of the term of the Elliott Employment Agreement, Mr. Elliott shall be entitled to all of the benefits and payments described in the Feldman Employment Agreement; and

•upon Mr. Elliott’s termination without “Cause” or with “Good Reason” (as such terms are defined in the Elliott Employment Agreement) or termination by the company upon expiration of the term of the Elliott Employment Agreement, each event within 12 months following the consummation of a “Change in Control” (as defined in the Elliott Employment Agreement), Mr. Elliott shall be entitled to all of the benefits and payments described in the Feldman Employment Agreement.

•Ms. Weisbaum is entitled to an annual base salary of $300,000, subject to annual review for increase (but not decrease) by the board of directors or a committee thereof;

•Ms. Weisbaum received an initial equity grant with a fair market value of $500,000 that was awarded in the form of restricted stock of REIT I;

•upon Ms. Weisbaum’s termination without “Cause” or with “Good Reason” (as such terms are defined in the Weisbaum Employment Agreement) or termination by the company upon expiration of the term of the Weisbaum Employment Agreement, Ms. Weisbaum shall be entitled to all of the benefits and payments described in the Feldman Employment Agreement above, except that the lump sum payment shall be equal to 1.0 times (or 1.5 times for termination with “Good Reason”) the sum of (A) the base salary then in effect plus (B) the average of the Incentive Bonus paid to Ms. Weisbaum for the prior three calendar years preceding the year in which such termination occurs; and

•upon Ms. Weisbaum’s termination without “Cause” or with “Good Reason” (as such terms are defined in the Weisbaum Employment Agreement) or termination by the company upon expiration of the term of the Weisbaum Employment Agreement, each event within 12 months following the consummation of a “Change in Control” (as defined in the Weisbaum Employment Agreement), Ms. Weisbaum shall be entitled to all of the benefits and payments described in the Feldman Employment Agreement above, except that the lump sum payment shall be equal to 2.0 times the sum of (A) the base salary then in effect plus (B) the average of the Incentive Bonus paid to Ms. Weisbaum for the prior three calendar years preceding the year in which such termination occurs.

Potential Payments upon Termination or Change in Control

Vesting of Long-Term Equity Incentive Awards

The terms of the time-based restricted stock granted to the named executive officers generally provide that:

•Upon a change in control of the company, the unvested shares will be subject to the definitive agreement entered into by the company in connection with the change of control.

•Upon termination of the named executive officer’s employment with the company for any reason except death or disability, the unvested shares will be forfeited.

•Upon termination of the named executive officer’s employment with the company because of the named executive officer’s death or disability, the unvested shares vest.

The terms of the performance-based restricted share award agreements granted to the named executive officers generally provide that:

•Upon a change in control of the company, the unvested shares will be subject to the definitive agreement entered into by the company in connection with the change of control.

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•In the event the named executive officer’s employment with the company terminates for any reason except death or disability before the completion of the performance period, all unearned or unvested shares under the award agreement are forfeited.

•In the event of a named executive officer’s death or disability during the performance period of the award agreement (which is generally a designated three-year period specified at the time the award is granted), the final value of the award will be determined by the extent to which the applicable performance goals have been attained with respect to the entire performance period and will be prorated based on the number of months of the executive officer’s service during the performance period.

Severance Arrangements

See “Employment Agreements” above for information regarding our severance arrangements with Messrs. Feldman and Elliott and Ms. Weisbaum.

Employee Benefits

Effective upon the closing of the REIT I Merger on January 28, 2021, our full‑time employees, including our executive officers, became eligible to participate in health and welfare benefit plans, which provide medical, dental, prescription, life insurance, disability insurance and related benefits.

Pension Benefits and Nonqualified Deferred Compensation

We did not provide our executive officers with any benefits pursuant to defined benefit plans or nonqualified deferred compensation plans during 2021.

Additional Compensation Components

In the future, as we further formulate and implement our compensation program, we may provide different and/or additional compensation components, benefits and/or perquisites to our executive officers, to ensure that we provide a balanced and comprehensive compensation structure. We believe that it is important to maintain flexibility to adapt our compensation structure when needed to properly attract, motivate and retain the top executive talent for which we compete.

Risk Management

A committee of independent directors for REIT I was involved in negotiating each of the employment agreements with our executives. In February 2021 we formed the compensation committee to act with respect to various compensation matters of the company. The compensation committee manages risks related to our compensation policies and programs, including whether any compensation program has the potential to encourage excessive risk taking. The committee believes that our compensation policies and practices do not encourage our employees to take excessive or unnecessary risks and are not reasonably likely to have a material adverse effect on the company. The compensation committee considered a variety of factors, including base salary, annual cash incentive compensation, and long-term equity incentive compensation opportunities available to our executives. The committee believes that the combination of those factors should lead to executive and employee behavior that is consistent with our overall objectives and risk profile.

Executive Officer Compensation Tables

Summary Compensation Table

The following table sets forth the information required by Item 402 of Regulation S-K promulgated by the SEC. The table sets forth the base salary and other compensation that was paid to or earned by the named executive officers during 2021 as prior to January 28, 2021, we did not directly employ our named executive officers. With respect to equity incentive awards, the dollar amounts indicated in the table under “Stock Awards” are the aggregate grant date fair value of awards computed in accordance with ASC Topic 718.

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Executive	Year	Salary		Stock Awards (1)		Non-Equity Incentive Plan Compensation		All Other Compensation (2)		Total
Alan F. Feldman	2021	$	700,000	$	1,825,000	$	1,312,500	$	70,033	$	3,907,533
Chief Executive Officer and President
Thomas C. Elliott	2021		500,000		1,025,000		937,500		52,474	$	2,514,974
Executive Vice President, Chief Financial Officer and Treasurer
Marshall P. Hayes	2021		300,000		512,500		506,250		22,663	$	1,341,413
Senior Vice President and Chief Investment Officer
Shelle R. Weisbaum	2021		300,000		350,000		450,000		23,235	$	1,123,235

(1) Represents the total grant date fair value of restricted stock granted on February 17, 2021 under the 2020 Incentive Plan, determined in accordance with ASC Topic 718. See Note 12 to our consolidated financial statements herein, for a discussion of our accounting of share-based compensation and the assumptions used.

The grant date fair values for the following named executive officers relating to restricted stock awards granted on February 17, 2021, are as follows: Alan F. Feldman—$1,277,500; Thomas C. Elliott—$717,500; Marshall P. Hayes—$358,750; and Shelle R. Weisbaum—$245,000. The time-based restricted stock awards granted in 2021 vest over three years from the date of grant in equal installments with 331/3 vesting per year, subject to continued service.

The grant date fair values for the named executive officers relating to 2021 performance-based restricted stock granted on February 17, 2021, are as follows: Alan F. Feldman—$547,500; Thomas C. Elliott—$307,500; Marshall P. Hayes—$153,750; and Shelle R. Weisbaum—$105,000. The maximum value of the 2021 performance unit awards assuming that the highest level of performance is achieved are as follows: Alan F. Feldman—$684,375; Thomas C. Elliott—$384,375; Marshall P. Hayes—$192,188; and Shelle R. Weisbaum—$131,250.

(2) All other compensation for 2021 represents amounts paid for 401(k) matching contributions for each officer of $11,600; dividends paid on unvested restricted stock awards that were not included in grant date fair value as follows: Alan F. Feldman—$39,394; Thomas C. Elliott—$22,125; Marshall P. Hayes—$11,063; and Shelle R. Weisbaum—$7,555; automobile allowances of $12,000 each to Alan F. Feldman and Thomas C. Elliott, as well as perquisites of parking allowances and life insurance premiums.

2021 Grants of Plan-Based Awards

The following table sets forth information with respect to plan-based awards granted in 2021 to the named executive officers.

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards:
Executive	Date of Grant	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Number of Shares or Units (#)(3)		Grant Date Fair Value (4)
Alan F. Feldman
Annual cash incentive bonus		$	437,500	$	875,000	$	1,312,500
Time-based restricted stock	February 17, 2021														140,693	$	1,277,500
Performance-based restricted stock	February 17, 2021								45,223		60,297		75,371				547,500
Thomas C. Elliott
Annual cash incentive bonus		$	312,500	$	625,000	$	937,500
Time-based restricted stock	February 17, 2021														79,019	$	717,500
Performance-based restricted stock	February 17, 2021								25,399		33,865		42,332				307,500
Marshall P. Hayes
Annual cash incentive bonus		$	168,750	$	337,500	$	506,250
Time-based restricted stock	February 17, 2021														39,509	$	358,750
Performance-based restricted stock	February 17, 2021								12,699		16,932		21,166				153,750
Shelle R. Weisbaum
Annual cash incentive bonus		$	150,000	$	300,000	$	450,000
Time-based restricted stock	February 17, 2021														26,982	$	245,000
Performance-based restricted stock	February 17, 2021								8,672		11,563		14,454				105,000

(1) For the year ended December 31, 2021, the compensation committee approved annual cash incentive bonuses for Messrs. Feldman, Elliott, Hayes, and Ms. Weisbaum of $1,312,500, $937,500, $506,250 and $450,000, respectively. For more information regarding the company and individual performance goals for these annual cash incentive bonuses, see “2021 Executive Compensation—Short-Term Incentive Plan.”

(2) Equity incentive plan awards were made in the form of performance-based restricted stock. At the end of the three-year measuring period, a recipient of performance-based restricted stock may receive as few as zero shares or as many as 125% of the target number of shares, plus accrued dividends on earned

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shares. For more information regarding the performance criteria for these awards, see “Compensation Discussion and Analysis—Equity Incentive Compensation —Performance -Based Restricted Stock.”

(3) Stock awards were made in the form of time-based restricted stock. The time-based restricted stock will vest over three years from the date of grant in equal installments with 331/3 vesting per year, subject to continued service. For more information regarding the time-based awards, see “Compensation Discussion and Analysis—Equity Incentive Compensation—Time-Based Restricted Stock.”

(4) The amounts included in this column represent the full grant date fair value of the awards, determined in accordance with ASC Topic 718. See Note 12 to our consolidated financial statements herein, for a discussion of our accounting of share-based compensation and the assumptions used. The grant date fair value of each award granted on February 17, 2021 was $9.08 based on the estimated value per share of our common stock approved by our board of directors on March 19, 2020. For a full description of the methodologies used to calculate the estimated value per share, see Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information" our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 20, 2020.

2021 Outstanding Equity Awards

The following table sets forth information with respect to outstanding equity awards held by the named executive officers as of December 31, 2021. No option awards were outstanding for the named executive officers as of December 31, 2021.

	Restricted Stock Awards
Name	Number of Shares of Stock That Have Not Vested (1)		Market Value of Shares That Have Not Vested (2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3)(4)
Alan F. Feldman		140,693	$	1,277,492		244,601	$	2,220,981
Thomas C. Elliott		79,019	$	717,493		137,745	$	1,250,730
Marshall P. Hayes		39,509	$	358,742		58,819	$	534,077
Shelle R. Weisbaum		26,982	$	244,997		45,072	$	409,259

(1) The following table summarizes the time-based restricted stock awards for which a portion of the awards remain unvested as of December 31, 2021. The table also provides information about the applicable vesting periods:

			Number of Shares of Time-Based Restricted Stock
Grant Date	Grant Date Fair Value		Feldman		Elliott		Hayes		Weisbaum		Vesting Period
February 17, 2021	$	9.08		140,693		79,019		39,509		26,982	Over three years with 33.33% vesting per year beginning on February 17, 2022

(2) The grant date fair value of each award granted on February 17, 2021 was $9.08 based on the estimated value per share of our common stock approved by our board of directors on March 19, 2020. For a full description of the methodologies used to calculate the estimated value per share, see Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information" our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 20, 2020.

(3) The following table summarizes the performance-based restricted stock awards (at target amounts) for which a portion of the awards remain unearned and unvested as of December 31, 2021, assuming the performance-based restricted stock awards are earned at the conclusion of the applicable measurement period. The table also provides information about the applicable vesting periods.

			Number of Shares of Performance-Based Restricted Stock
Grant Date	Grant Date Fair Value		Feldman		Elliott		Hayes		Weisbaum		Vesting Period
February 17, 2021	$	9.08		244,601		137,746		58,819		45,073	All earned shares vest immediately in full

(4) For performance units, value is based on $9.08. The number and value set forth in the table above assumes that the named executive officers earn the target amounts of performance-based restricted stock. See footnote 3 above.

2021 Option Exercises and Stock Vested Table

The following table sets forth information regarding vesting of restricted stock during the last completed fiscal year for each of the named executive officers. The value realized on vesting is the product of (i) the fair market value of a share of common stock on the vesting date, multiplied by (ii) the number of shares vesting. The value realized is before payment of any applicable withholding tax. The named executive officers did not exercise any stock options during 2021.

Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (1)
Alan F. Feldman		122,870	$	1,115,656
Thomas C. Elliott		69,254	$	628,824
Marshall P. Hayes		27,925	$	253,556
Shelle R. Weisbaum		22,340	$	202,845

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(1) Reflects the vesting of restricted stock awards granted by REIT I and assumed and adjusted by us to become awards with respect to our common stock at the effective time of the REIT I Merger. These shares vested upon the consummation of the REIT I Merger on January 28, 2021. The fair market value at vesting was $9.08 based on the estimated value per share of our common stock approved by our board of directors on March 19, 2020. For a full description of the methodologies used to calculate the estimated value per share, see Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information" our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 20, 2020.

2021 Termination Payment Table

The following table indicates the cash amounts and accelerated vesting that Messrs. Feldman, Elliott, Hayes and Ms. Weisbaum would be entitled to receive under various termination or change of control circumstances pursuant to the terms of their employment agreements, as applicable to Messrs. Feldman and Elliott and Ms. Weisbaum, and the applicable award agreements under the 2020 Incentive Plan. This table assumes that the termination or change of control, as applicable, occurred on December 31, 2021.

Name and Termination or Change of Control Scenario	Cash Payment (1) ($)		Acceleration of Vesting of Equity Awards (2) ($)		Perquisites/ Benefits (3) ($)		Total ($)
Alan F. Feldman
Voluntary termination, retirement or involuntary termination for cause	$	—	$	—	$	—	$	—
Termination by company without cause or upon expiration of term of employment agreement (4)(5)		3,425,000		3,107,514		30,151		6,562,665
Termination by employee with good reason (4)(6)		4,275,000		3,107,514		30,151		7,412,665
Within 12 months following a change of control, termination by company without cause or upon expiration of term of employment agreement, termination by employee with good reason (4)(7)		5,975,000		3,107,514		30,151		9,112,665
Death or disability (8)		875,000		3,107,514		—		3,982,514
Thomas C. Elliott
Voluntary termination, retirement or involuntary termination for cause	$	—	$	—	$	—	$	—
Termination by company without cause or upon expiration of term of employment agreement (4)(5)		2,500,000		1,748,638		29,683		4,278,321
Termination by employee with good reason (4)(6)		3,125,000		1,748,638		29,683		4,903,321
Within 12 months following a change of control, termination by company without cause or upon expiration of term of employment agreement, termination by employee with good reason (4)(7)		4,375,000		1,748,638		29,683		6,153,321
Death or disability (8)		625,000		1,748,638		—		2,373,638
Marshall P. Hayes
Voluntary termination, retirement or involuntary termination for cause	$	—	$	—	$	—	$	—
Termination by company without cause or upon expiration of term of employment agreement (4)(5)		—		—		—		—
Termination by employee with good reason (4)(6)		—		—		—		—
Within 12 months following a change of control, termination by company without cause or upon expiration of term of employment agreement, termination by employee with good reason (4)(7)		—		—		—		—
Death or disability (8)		—		783,231		—		783,231
Shelle R. Weisbaum
Voluntary termination, retirement or involuntary termination for cause	$	—	$	—	$	—	$	—
Termination by company without cause or upon expiration of term of employment agreement (4)(5)		825,000		579,319		20,568		1,424,887
Termination by employee with good reason (4)(6)		1,087,500		579,319		20,568		1,687,387
Within 12 months following a change of control, termination by company without cause or upon expiration of term of employment agreement, termination by employee with good reason (4)(7)		1,350,000		579,319		20,568		1,949,887
Death or disability (8)		300,000		579,319		—		879,319

(1) Each named executive officer is also paid his salary earned but not yet paid, reimbursement for unpaid expenses to which the officer is entitled to reimbursement, and the cash equivalent vacation time or other vested compensation or benefits to which the named executive officer is entitled. In addition, unless termination is for cause or without good reason, or by the named executive officer upon the expiration of the term of the employment agreement, each named executive officer also receives any incentive bonus earned for the prior calendar year but not yet paid.

(2) Amounts in this column reflect accelerated vesting of unvested time-based restricted stock awards and a pro-rated portion of performance-based restricted stock (assuming target performance), including the value of all accrued and unpaid cash dividends that would have been paid with respect to the time-vested restricted stock and performance-based restricted stock, as applicable, for each named executive officer. With respect to the pro-rated performance-based restricted stock, any performance-based restricted stock awards shall remain outstanding and eligible to vest based on actual performance through the last day of

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the performance period, based on the number of days during the performance period, the named executive officer was employed. For purposes of this table each restricted share of common stock was valued at $9.06 based on the estimated value per share of our common stock approved by our board of directors on March 24, 2021. For a full description of the methodologies used to calculate the estimated value per share, see Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information" our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 25, 2021.

(3) This figure represents the sum of the amount needed to pay for then current health, dental, disability and life insurance benefits for 18 months for Messrs. Feldman and Elliott and Ms. Weisbaum, with such amounts payable following the named executive officer’s termination of employment at the same level as in effect immediately preceding his termination of employment. The health insurance benefits amounts were determined using the estimated premiums currently in effect.

(4) Cash payments in this column reflect a cash severance payment, and an incentive bonus (assuming target performance) for the calendar year in which the termination occurs, pro-rated for the amount of time the named executive officer was employed by the company during such calendar year.

(5) The cash severance payment is an amount equal to the sum of the named executive officer’s annual base salary then in effect, plus the average of the incentive bonus paid to the named executive officer for the prior three calendar years (as adjusted for such lesser number of years that the named executive officer has been employed by us), multiplied by (a) 1.5 for Messrs. Feldman and Elliott and (b) 1.0 times for Ms. Weisbaum.

(6) The cash severance payment is an amount equal to the sum of the named executive officer’s annual base salary then in effect, plus the average of the incentive bonus paid to the named executive officer for the prior three calendar years (as adjusted for such lesser number of years that the named executive officer has been employed by us), multiplied by (a) 2.0 for Messrs. Feldman and Elliott and (b) 1.5 times for Ms. Weisbaum.

(7) The cash severance payment is an amount equal to the sum of the named executive officer’s annual base salary then in effect, plus the average of the incentive bonus paid to the named executive officer for the prior three calendar years (as adjusted for such lesser number of years that the named executive officer has been employed by us), multiplied by (a) 3.0 for Messrs. Feldman and Elliott and (b) 2.0 times for Ms. Weisbaum.

(8) With respect to Messrs. Feldman and Elliott and Ms. Weisbaum, upon death or disability of the named executive officer, the executive officer will receive a prorated bonus for services performed during the year, assuming target performance. With respect to all named executive officers, unvested time-based restricted stock awards will vest and performance-based restricted stock awards will remain outstanding and eligible to vest based on actual performance through the last day of the performance period, based on the number of days during the performance period, the named executive officer was employed.

2021 Director Compensation Table

We pay an annual cash retainer of $65,000 to each independent director for services as a director, as well as an annual grant of equity with a value of approximately $65,000 at the time of grant. The equity has a one year vesting schedule. For service on the audit committee, compensation committee, nominating and governance committee and investment committee we pay an annual cash retainer of $7,500; provided that the chair of each of these committees will receive an additional annual cash retainer as follows: $15,000 to the chair of the audit committee and the chair of the compensation committee, and $12,500 to the chair of the nominating and governance committee and the chair of the investment committee. All members of the board of directors are reimbursed for their costs and expenses in attending our board meetings.

The table below provides information regarding compensation paid to or earned by our directors during the year ended December 31, 2021 as required by Item 402(k) of Regulation S-K.

Name	Fees Earned or Paid in Cash		Stock Awards (1)		All Other Compensation		Total
Alan F. Feldman (2)	$	—	$	—	$	—	$	—
Robert C. Lieber (2) (3)		—		—		—		—
Thomas J. Ikeler		84,792		65,000		2,004		151,796
Gary Lichtenstein		93,583		65,000		2,004		160,587
Paula Baiman Brown		47,083		65,000		1,004		113,087
Alan F. Riffkin		47,083		65,000		1,004		113,087
Andrew Ceitlin		84,792		65,000		2,004		151,796
Lee F. Shlifer		87,083		65,000		2,004		154,087
David Spoont (4)		12,333		—		—		12,333

(1) Represents the total grant date fair value of 7,158 shares of restricted stock granted on February 17, 2021 under the Incentive Plan, determined in accordance with ASC Topic 718. See Note 12 to our consolidated financial statements herein, for a discussion of our accounting of share-based compensation and the assumptions used. The grant date fair value of each award granted on February 17, 2021 was $9.08 based on the estimated value per share of our common stock approved by our board of directors on March 19, 2020. For a full description of the methodologies used to calculate the estimated value per share, see Part II, Item 5, "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information" our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 20, 2020. As of December 31, 2021, Messrs. Ikeler, Lichtenstein, Ceitlin and Shlifer each held 7,158 shares of unvested restricted stock and Mr. Riffkin and Ms. Brown each held 7,174 shares of unvested restricted stock.

(2) Directors who are not independent of us do not receive compensation for their services as a director.

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(3) Mr. Lieber resigned effective September 14, 2021.

(4) Mr. Spoont resigned effective January 28, 2021.

Pay Ratio Disclosure

As required by Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the median employee’s total annual compensation to the total annual compensation of our chief executive officer for the year ended December 31, 2021:

•the total compensation of the employee who represents the Company's median compensated employee (other than CEO) was approximately $178,000

•Annual total compensation of our chief executive officer (as reported in the “Summary Compensation Table” presented above): $3,907,533

•Ratio of median employee to chief executive officer total annual compensation: 1:22

In determining the median employee, we prepared a list of all employees as of December 31, 2021 and reviewed the amount of salary, wages and equity awards of all such employees reported to the Internal Revenue Service on Form W-2 for 2021. We also reviewed pre-tax wages that were contributed by employees to a pre-tax parking program, a flexible spending account program and supplemental insurance policy premiums. More specifically, for each employee, we aggregated the amounts indicated on the face of his or her Form W-2 and pre-tax wages allocated to commuting costs, flexible spending accounts and supplemental insurance policy premiums. We had 44 employees as of December 31, 2021. Salaries, wages and bonuses were annualized for those employees that were not employed for the full year of 2021. In addition, bonuses for employees who were not employed for the full year of 2021 were annualized because the Form W-2 amounts reflect bonuses paid in 2021 for 2020 employment. We identified the median employee using this compensation measure, which was consistently applied to all employees included in the calculation. Because all employees are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee.

Once the median employee was identified, we combined all of the elements of such employee’s compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K promulgated by the SEC, resulting in median employee total annual compensation of approximately $178,000. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

Compensation Committee Interlocks and Insider Participation

The members of our compensation committee are Lee F. Shlifer (Chairman), Gary Lichtenstein, and Thomas J. Ikeler. None of the members of the compensation committee is or has been employed by us. With the exception of Alan F. Feldman, who serves as our Chief Executive Officer and President as well as a director and served in similar positions for REIT I and REIT III prior to their acquisition by us, none of our executive officers currently serves, or in the past three years has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on the board of directors or compensation committee. No member of the compensation committee has any other business relationship or affiliation with us other than his or her service as a director.

Compensation Committee Report

The following is a report by the compensation committee regarding its review of the foregoing Compensation Discussion and Analysis section:

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussion, the compensation committee recommended to the board of directors, and the board has approved, that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

March 25, 2022 The Compensation Committee of the Board of Directors: Lee F. Shlifer (Chairman), Gary Lichtenstein, and Thomas J. Ikeler

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table summarizes information, as of December 31, 2021, relating to our equity compensation plan pursuant to which we grant restricted stock from time to time.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders (1)		-		-		2,132,770
Equity compensation plans not approved by security holders		-		-		-
Total		-		-		2,132,770

(1) Resource REIT, Inc. 2020 Long-Term Incentive Plan (the “Incentive Plan”). The Incentive Plan was approved by our board of directors on September 8, 2020 in connection with our entry into the merger agreement with REIT I as we agreed to assume the REIT I incentive plan at the time of the REIT I Merger. As of January 28, 2021, the effective time of the REIT I Merger, we assumed the incentive plan of REIT I and the awards thereunder. On July 21, 2021, at our annual meeting, our stockholders approved the Incentive Plan. Prior to stockholder approval of the Incentive Plan, we had granted 567,983 shares of restricted stock, including 135,045 shares of performance-based restricted stock based on target levels of performance. A recipient of performance-based restricted stock may receive as few as zero shares or as many as 125% the target number of shares.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of March 22, 2022, except as otherwise set forth in the footnotes to the table, the beneficial ownership of our common stock and convertible stock, for (1) each person who is a beneficial owner of 5% or more of our outstanding common stock, (2) each director, (3) each named executive officer and (4) our directors and named executive officers as a group.

In accordance with SEC rules, each listed person’s beneficial ownership includes all shares the person actually owns beneficially or of record, all shares over which the person has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund), and all shares the person has the right to acquire within 60 days, except as otherwise set forth in the footnotes to the table.

Unless otherwise indicated, each person named in the table has sole voting and investment power with respect to all of the shares of common stock shown as beneficially owned by such person and none of our directors or executive officers has pledged shares of common stock as collateral. Unless otherwise noted, the address for each beneficial owner is 1845 Walnut Street, 17th Floor, Philadelphia, Pennsylvania 19103.

	Common Stock Beneficially Owned			Convertible Stock Beneficially Owned
Name of Beneficial Owners	Number		Percent of Total (1)	Number		Percent of Total (2)
Alan F. Feldman (3)(5)		660,508	*		4,200		22.5	%
Paula Baiman Brown (4)		7,174	*		—		—
Andrew Ceitlin (4)		14,332	*		—		—
Thomas J. Ikeler (4)		14,332	*		—		—
Gary Lichtenstein (4)(6)		17,773	*		—		—
Alan F. Riffkin (4)		7,174	*		—		—
Lee F. Shlifer (4)		14,332	*		—		—
Thomas C. Elliott (3)		351,191	*		798		4.3	%
Marshall Hayes (3)		166,754	*		1,398		7.5	%
Shelle Weisbaum (3)		121,962	*		600		3.2	%
All directors and executive officers as a group (10 persons)		1,375,532	*		6,996		37.60	%

* Represents ownership of less than 1.0%.

(1) Based on 166,259,239 shares of common stock outstanding as of March 22, 2022.

(2) Based on 18,628 shares of convertible stock outstanding as of March 22, 2022 (other than excluded convertible stock).

(3) Includes 234,800, 131,874, 65,937 and 45,029 shares of time vested restricted stock held by each of Messrs. Feldman, Elliott and Hayes and Ms. Weisbaum, respectively, and 305,031, 171,686, 75,789 and 56,662 shares of performance restricted stock (assuming target-level

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performance) held by each of Messrs. Feldman, Elliott and Hayes and Ms. Weisbaum, respectively. The shares of time vested restricted stock and performance restricted stock have not vested.

(4) Includes 7,174 shares of time vested restricted stock held by each of Ms. Brown and Messrs. Ceitlin, Ikeler, Lichtenstein, Riffkin and Shlifer. The shares of time vested restricted stock have not vested.

(5) Includes 12,395 shares of common stock held indirectly by A & M Feldman Foundation, Inc., of which the reporting person is a director and founding member. The reporting person disclaims beneficial ownership of these securities.

(6) Includes 3,441 shares of common stock held indirectly by spouse.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Review and Approval of Transactions with Related Persons

Prior to the amendment of our charter in July 2021 (following our transition to a self-managed structure), our charter required our conflicts committee, which consists of all of our independent directors, to review and approve all transactions between us and our advisor, any of our officers or directors or any of their affiliates. Further, before entering into a transaction with a related party, a majority of the conflicts committee was required to conclude that the transaction was fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. Although we have amended our charter to remove references to our conflicts committee due to no longer being externally advised, our independent directors continue to be charged with the responsibility of approving related party transactions consistent with our past charter requirements.

Certain Transactions with Related Persons

In the ordinary course of our business operations, we have had relationships with several related parties. Set forth below is a description of the material transactions between us and these related parties since the beginning of 2021 as well as any such currently proposed transactions.

Relationship with C-III and RAI

As of December 31, 2021, C-III and its subsidiary, Legacy Co, collectively owned approximately 8.3 million common shares. Following the Self-Management Transaction and prior to September 14, 2021, C-III and Legacy Co collectively owned approximately 7.5 million common units in our operating partnership (“OP Common Units”) and 319,965 preferred units in our operating partnership (“OP Preferred Units”) and had the right to designate one individual to be included on our board of directors. Robert C. Lieber, an Executive Management Directors of C-III, was the C-III nominee. In accordance with a letter agreement between the parties, on September 14, 2021, we redeemed all of the 319,965 outstanding Series A Preferred Units collectively held by C-III and Legacy Co for $67.5 million and exchanged all of the 7,539,737.53 common units collectively held by C-III and Legacy Co for an equivalent number of shares of our common stock. In addition, on that date, Mr. Lieber resigned his position as a member of our board of directors. Prior to the Self-Management Transaction, C-III controlled our former advisor as well as the external advisors to REIT I and REIT III, as indirect subsidiaries of RAI, and owned the property management entities for us, REIT I and REIT III.

On September 8, 2020, we entered into a Transitional Services Agreement with C-III and its affiliates (the “Transitional Services Agreement”), pursuant to which, effective September 8, 2020 and for a one-year period, C-III provided us and our affiliates and subsidiaries certain services in order to ensure an orderly transition and the continued conduct and operation of the advisory and property management business acquired in connection with the Self-Management Transaction. In connection with these services, we have paid C-III an agreed-upon monthly fee for each service provided, as well as reimbursement of out-of-pocket expenses incurred by C-III and RAI as a result of the provision of these services. C-III also reimbursed us for services provided by our employees to C-III during this period.

Property loss pool: We participated (with other properties directly or indirectly managed by RAI and C-III) in a catastrophic insurance policy, which covered claims up to $250.0 million, after either a $25,000 or a $100,000 deductible per incident, depending on location and/or type of loss. Therefore, unforeseen or catastrophic losses in excess of our insured limits could have a material adverse effect on our financial condition and operating results. This policy expired on March 1, 2021 and was replaced with similar coverage in the normal course of business independent of RAI and C-III.

General liability coverage: We (with other properties directly managed by RAI) had an insured and dedicated limit for the general liability of $1,000,000 per occurrence. Total claims were limited to $2.0 million per premium year. In excess of these limits, we participated (with other properties directly or indirectly managed by RAI and C-III) in a $50.0 million per occurrence excess liability program. Therefore, the total insured limit per occurrence was $51.0 million for the general and

68

excess liability program, after a $25,000 deductible per incident. This policy expired on March 1, 2021 and was replaced with similar coverage in the normal course of business independent of RAI and C-III.

Directors and officers insurance: Until the effectiveness of the Resource REIT Mergers, we participated in a liability insurance program for directors and officers coverage with REIT I and REIT III.

Relationship with REIT I and REIT III

Following the Self-Management Transaction, REIT I, as the indirect owner of the advisor to REIT II and REIT III, received asset management fees, property management fees and debt financing fees from REIT II and REIT III until the Resource REIT Mergers in January 2021. All of the same individuals served as officers of REIT I, REIT II and REIT III as well as officers of the external advisor entities.

Relationship with ACRES Commercial Realty Corp. (“ACR”)

We provided office space and other office-related services to ACRES Commercial Realty Corp. (f/k/a Exantas Capital Corp.) under a sublease that was assigned from RAI which terminated on March 31, 2021. In addition, three of our employees provided internal audit services until March 31, 2021 under an internal audit engagement letter that was assigned from RAI to our subsidiary. Our Chief Financial Officer was a director of ACR until June 2021.

The following table presents the our fees earned by, and expenses paid to, such related parties (in thousands):

	2021
Fees earned / expenses paid to related parties:
REIT II (prior to 1/28/2021):
Asset management fee income	$	669
Property management fee income		275
Operating expense reimbursements		371
Internal audit		8
REIT III (prior to 1/28/2021):
Asset management fee income	$	164
Property management fee income		67
C-III/RAI:
Transition services paid to C-III	$	2
Preferred unit distributions		3,161
Common OP unit distributions		1,110
ACR:
Internal audit	$	37
Sublease rent reimbursement		30

Director Independence

Under our charter, an independent director is a person who satisfies the independence requirements under the rules and regulations of the New York Stock Exchange (“NYSE”) as in effect from time to time. The NYSE standards provide that to qualify as an independent director, in addition to satisfying certain bright-line criteria, the board of directors must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). The board of directors has determined that Paula Baiman Brown, Andrew Ceitlin, Thomas J. Ikeler, Gary Lichtenstein, Alan F. Riffkin, and Lee F. Shlifer each satisfies the bright-line criteria and that none has a relationship with us that would interfere with such person’s ability to exercise independent judgment as a director. None of these directors has ever served as (or is related to) an employee of ours or any of our predecessors or acquired companies or received or earned any compensation from us or any such other entities except for compensation directly related to service as a director of us or REIT I. Therefore, we believe that all of these directors are independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During the year ended December 31, 2021, Grant Thornton LLP served as our independent registered public accounting firm and provided certain tax and other services. Grant Thornton has served as our independent registered public accounting firm since our formation. The audit committee reviewed the audit and non-audit services performed by Grant Thornton, as well as the fees charged by Grant Thornton for such services. The aggregate fees billed to us for professional accounting services, including

69

the audit of our annual financial statements by Grant Thornton for the years ended December 31, 2021 and 2020, are set forth in the table below (in thousands).

	December 31,
	2021		2020
Audit fees	$	524	$	524
Audit-related fees		598		21
Tax fees		419		14
Total	$	1,541	$	559

For purposes of the preceding table, Grant Thornton’s professional fees are classified as follows:

•Audit fees – These are fees for professional services performed for the audit of our annual financial statements and other procedures performed by Grant Thornton in order for them to be able to form an opinion on our consolidated financial statements, as well as the required review of quarterly financial statements.

•Audit-related fees – These are fees for assurance and related services that traditionally are performed by independent auditors, such as due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, internal control reviews and consultation concerning financial accounting and reporting standards.

•Tax fees – These are fees for all professional services performed by professional staff in our independent auditor’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning and tax advice, including federal, state and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state and local tax issues related to due diligence.

•All other fees – These fees cover services that are normally provided by independent auditors in connection with statutory and regulatory filings or engagements.

Pre-Approval Policies

In order to ensure that the provision of such services does not impair the auditors’ independence, the audit committee charter imposes a duty on the audit committee to pre-approve all auditing services performed for us by our independent auditors, as well as all permitted non-audit services. In determining whether to pre-approve services, the audit committee will consider whether the service is a permissible service under the rules and regulations promulgated by the SEC. The audit committee has established a pre-approval policy that any audit or non-audit services that do not exceed $15,000 in cost may be presented to and approved by the audit committee at its next scheduled meeting.

All services rendered by Grant Thornton for the year ended December 31, 2021 were pre-approved in accordance with the policies and procedures described above.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report on Form 10-K:

(a)Financial Statements

1.See the Index to Consolidated Financial Statements at page F-1 of this report.

(b)Financial Statement Schedule

i.Our financial statement schedule is included in a separate section of this Annual Report on Form 10-K commencing on page F-40.

(c)Exhibits

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Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of September 8, 2020, by and among the Company, OP II, Revolution I Merger Sub, LLC, OP I and REIT I (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed September 11, 2020)
2.2	Agreement and Plan of Merger, dated as of September 8, 2020, by and among the Company, OP II, Revolution III Merger Sub, LLC, OP III and REIT III (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed September 11, 2020)
2.3	Agreement and Plan of Merger, dated as of January 23, 2022, by and among Rapids Parent LLC, Rapids Merger Sub LLC, and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 24, 2022)
3.1	Second Articles of Amendment and Restated of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 2, 2021)
3.2	Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed February 5, 2021)
3.3	Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 29, 2021)
4.1	Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to the Company’s Registration Statement on Form S-11 (No. 333-184476) filed October 17, 2012)
4.2	Description of the Company’s Common Stock Registered Pursuant to Section 12 of the Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed March 20, 2020)
10.1	Resource REIT, Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed January 29, 2021)
10.2	Form of Restricted Stock Agreement (Time Based) (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed January 29, 2021)
10.3	Form of Restricted Stock Agreement (Performance-Based) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 23, 2021)
10.4	Employment Agreement dated September 8, 2020 between REIT I and Mr. Feldman (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by REIT I on September 11, 2020)
10.5	Employment Agreement dated September 8, 2020 between REIT I and Mr. Elliott (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by REIT I on September 11, 2020)
10.6	Employment Agreement dated September 8, 2020 between REIT I and Ms. Weisbaum (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by REIT I on September 11, 2020)
10.7	Form of Indemnification Agreement between the Company and each independent director of the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 16, 2020)
10.8	Amended and Restated Limited Partnership Agreement of RRE Opportunity OP II, LP, dated January 28, 2021 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed March 25, 2021)
10.9	Master Credit Facility Agreement, dated as of January 28, 2021, by and among RRE Addison Place Holdings, LLC, RRE Gilbert Holdings, LLC, RRE Providence Holdings, LLC, RRE Woodmoor Holdings, LLC, RRE Centennial Holdings, LLC, RRE Brentdale Holdings, LLC, RRE Breckenridge Holdings, LLC, RRE Bear Creek Holdings, LLC, RRE Fairways of Bent Tree Holdings, LLC, RRE Montclair Terrace Holdings, LLC, RRE Santa Rosa Holdings, LLC, RRE Buckhead Holdings, LLC, RRE FNM1 LLC, RRE FNM2 LLC, RRE FNM3 LLC, RRE FNM4 LLC, (collectively, the “Borrowers”) and CBRE Multifamily Capital, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed January 29, 2021)
10.10	Credit Agreement, dated as of May 20, 2021, among RRE Opportunity OP II, LP, as the Borrower, Resource REIT, Inc., Revolution I Merger Sub, LLC, RRE Opportunity Holdings LLC, RRE Opportunity Holdings II, LLC and certain subsidiaries of the Borrower from time to time party thereto, as guarantors, Bank of America, N.A., as Administrative Agent, Bank of America, N.A., as L/C Issuer and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 21, 2021)
10.11	2022 Employee Retention/Transaction Bonus Plan, dated as of January 23, 2022
21.1	Subsidiaries of the Company
23.1	Consent of Grant Thornton
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

72

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2	Fifth Amended and Restated Share Redemption Program (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed February 5, 2021)
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

ITEM 16. FORM 10-K SUMMARY

None.

73

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RESOURCE REIT, INC.
March 25, 2022	By:	/s/ Alan F. Feldman
		Alan F. Feldman
		Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Gary Lichtenstein	Director	March 25, 2022
GARY LICHTENSTEIN
/s/ Thomas J. Ikeler	Director	March 25, 2022
THOMAS J. IKELER
/s/ Lee F. Shlifer	Director	March 25, 2022
LEE F. SHLIFER
/s/ Andrew Ceitlin	Director	March 25, 2022
ANDREW CEITLIN
/s/ Paula Baiman Brown	Director	March 25, 2022
PAULA BAIMAN BROWN
/s/ Alan F. Riffkin	Director	March 25, 2022
ALAN F. RIFFKIN
/s/ Alan F. Feldman	Chief Executive Officer, President and Director	March 25, 2022
ALAN F. FELDMAN	(Principal Executive Officer)
/s/ Thomas C. Elliott	Chief Financial Officer, Executive Vice President and Treasurer	March 25, 2022
THOMAS C. ELLIOTT	(Principal Financial Officer)
/s/ Steven R. Saltzman	Chief Accounting Officer, and Vice President (Principal Accounting Officer)	March 25, 2022
STEVEN R. SALTZMAN

74

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)	F-1
Consolidated Balance Sheets at December 31, 2021 and 2020	F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2021, 2020 and 2019	F-4
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2021, 2020 and 2019	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019	F-7
Notes to Consolidated Financial Statements - December 31, 2021	F-8

75

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Resource REIT, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Resource REIT, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule included under Item 15(b) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of events or changes in circumstances that indicate rental properties may be impaired

As discussed in Note 2 to the financial statements, the Company periodically evaluates its investments in rental properties for impairment indicators. The review considers factors such as operating income, market and other applicable trends, as well as the effects of leasing demand. We identified the evaluation of events or changes in circumstances that indicate rental properties may be impaired as of December 31, 2021 as a critical audit matter.

The principal consideration for our determination that the process to evaluate long-lived assets for impairment is a critical audit matter is the high degree of subjectivity and judgment in management’s process for determining whether indicators of impairment were present.

Our audit procedures related to potential rental property impairment included the following, among others. We obtained an understanding and evaluated the reasonableness of management’s impairment indicator analysis through discussions with management. We performed independent testing to identify indicators of impairment including trend analysis on property net

F-1

operating income and occupancy to identify properties with adverse movement and comparison of submarket rent data to actual property performance.

Estimation of fair value of assets acquired and liabilities assumed in the Resource REIT Mergers

As described within Note 6 to the consolidated financial statements, on January 28, 2021, the Company completed the Resource REIT Mergers by acquiring the assets and associated liabilities of the Resource Real Estate Opportunity REIT II, Inc. (“REIT II”) and Resource Apartment REIT III, Inc. (“REIT III”) in a stock-for-stock transaction. The total purchase price was allocated to the individual assets acquired and liabilities assumed based upon their relative fair values based on appraisals and other methods. Intangible assets were recognized at their relative fair values in accordance with ASC 805.

The principal consideration for our determination that the fair value estimate of assets acquired and liabilities assumed is a critical audit matter is that management, with the assistance of a third-party appraiser, made significant judgments about the valuation methodology, cash flow projections and the discount rates and overall capitalization rates, which are subjective inputs into the fair value estimates of the REIT II and REIT III properties. Significant management judgments and estimates utilized to determine the fair value of the properties are subject to estimation uncertainty and require significant auditor subjectivity in evaluating the reasonableness of those judgments and estimates.

Our audit procedures related to the valuation of assets acquired and liabilities assumed in the Resource REIT Mergers included the following, among others. We tested management’s process to evaluate the reasonableness and appropriateness of the valuation method, cash flow projections, discount rates and overall capitalization rates utilized by the appraiser, which involved the assistance of valuation specialists.

/s/ GRANT THORNTON LLP

We have served as the Company's auditor since 2012.

Philadelphia, Pennsylvania

March 25, 2022

F-2

RESOURCE REIT, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31,
	2021			2020
ASSETS
Investments in real estate:
Rental properties, net	$	1,876,047		$	897,975
Identified intangible assets, net		—			5
Assets held for sale - rental properties		150,176			—
Total investments in real estate		2,026,223			897,980
Cash		112,838			70,015
Restricted cash		10,420			14,769
Subtotal - cash and restricted cash		123,258			84,784
Tenant receivables, net of allowance of $1,621 and $774, respectively		1,121			516
Due from related parties		—			2,763
Prepaid expenses and other assets		12,143			9,180
Goodwill		154,531			154,935
Total assets	$	2,317,276		$	1,150,158
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	1,408,851		$	825,986
Accounts payable and accrued expenses		22,664			15,867
Accrued real estate taxes		10,960			7,370
Due to related parties		—			20,245
Tenant prepayments		2,231			1,210
Security deposits		4,975			2,860
Total liabilities		1,449,681			873,538
Equity:
Preferred stock, par value $.01; 10,000,000 shares authorized, none issued		—			—
Common stock, par value $.01; 1,000,000,000 shares authorized; 165,766,753 and 86,075,442 shares issued and outstanding (including 1,055,589 and 790,272 of unvested restricted shares, respectively)		1,658			861
Convertible stock; par value $.01; 50,000 shares authorized; 50,000 and 49,935 shares issued and outstanding, respectively		1			1
Additional paid-in capital		1,328,378			618,074
Accumulated other comprehensive income (loss)		262			(391	)
Accumulated deficit		(462,704	)		(469,736	)
Total stockholders’ equity		867,595			148,809
Noncontrolling interest		—			127,811
Total equity		867,595			276,620
Total liabilities and equity	$	2,317,276		$	1,150,158

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

F-3

RESOURCE REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Years Ended December 31,
	2021			2020			2019
Revenues:
Rental income	$	240,877		$	133,242		$	135,171
Property management fee income - related parties		342			1,493			—
Asset management fee income - related parties		833			3,571			—
Other revenue		37			232			—
Total revenues		242,089			138,538			135,171
Expenses:
Property operating expenses		64,845			38,786			38,480
Real estate taxes		30,355			17,210			17,036
Acquisition costs		—			113			—
Property management fees - third party		6,690			2,023			—
Property management fees- related party		—			4,071			6,029
Asset Management fees - related party		—			8,518			12,505
Transaction expenses		465			2,282			—
Casualty loss		2,359			338			302
General and administrative- Property related		5,818			3,643			3,595
General and administrative- Corporate		25,303			8,543			6,462
Loss on disposal of assets		848			656			541
Depreciation and amortization expense		96,918			51,460			53,814
Total expenses		233,601			137,643			138,764
Income (loss) before net gains on dispositions		8,488			895			(3,593	)
Net gains on dispositions of properties		93,665			—			38,810
Income before other income (expense)		102,153			895			35,217
Other income (expense):
Interest expense		(47,377	)		(25,723	)		(37,908	)
Interest income		22			217			374
Gain on sale of land easement		—			310			—
Insurance proceeds in excess of cost basis		311			168			570
Total other income (expense)		(47,044	)		(25,028	)		(36,964	)
Income (loss) before income taxes		55,109			(24,133	)		(1,747	)
Provision for income taxes		(206	)		—			—
Net income (loss)	$	54,903		$	(24,133	)	$	(1,747	)
Redemption of preferred OP units		(342	)		—			—
Preferred return to preferred OP unit holders		(3,161	)		(1,406	)		—
Net income (loss) after preferred return		51,400			(25,539	)		(1,747	)
Less: Allocation of income to preferred unit holders attributable to noncontrolling interest		158			101			—
Less: Net loss attributable to noncontrolling interest		696			279			—
Net income (loss) attributable to common stockholders	$	52,254		$	(25,159	)	$	(1,747	)
Weighted average common shares outstanding- basic		153,820			85,531			85,861
Weighted average common shares outstanding - diluted		153,889			85,531			85,861
Net income (loss) per common share- basic and diluted	$	0.34		$	(0.29	)	$	(0.02	)

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

F-4

RESOURCE REIT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share data)

	For the Years Ended
	December 31,
	2021			2020			2019
Net income (loss)	$	54,903		$	(24,133	)	$	(1,747	)
Other comprehensive income (loss):
Reclassification adjustment for realized loss on designated derivatives		42			124			344
Designated derivatives, fair value adjustments		620			(306	)		(88	)
Total comprehensive income (loss)		55,565			(24,315	)		(1,491	)
Redemption of preferred OP units		(342	)		—			—
Preferred return to preferred OP unit holders		(3,161	)		(1,406	)		—
Total comprehensive income (loss) after preferred return to preferred OP unit holders		52,062			(25,721	)		(1,491	)
Net loss attributable to noncontrolling interest		696			279			—
Allocation of income to preferred unit holders attributable to noncontrolling interest		158			101			—
Total other comprehensive loss (income) attributable to noncontrolling interest		(9	)		9			—
Comprehensive (income) loss attributable to noncontrolling interest		845			389			—
Comprehensive income (loss) attributable to common stockholders	$	52,907		$	(25,332	)	$	(1,491	)

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

F-5

RESOURCE REIT, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019

(in thousands)

	Common Stock						Convertible Stock				Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity			Noncontrolling Interest			Total Equity
	Shares			Amount			Shares		Amount
Balance at January 1, 2019		86,220		$	862		$	50	$	500	$	626,278		$	(474	)	$	(390,361	)	$	236,306		$	—		$	236,306
Common stock issued through distribution reinvestment plan		2,916			29			—		—		24,470			—			—			24,499			—			24,499
Distributions declared		—			—			—		—		-			—			(42,020	)		(42,020	)		—			(42,020	)
Common stock redemptions		(4,051	)		(41	)		—		—		(34,079	)		—			—			(34,120	)		—			(34,120	)
Rescission redemptions		(40	)		—			—		—		(359	)		—			—			(359	)		—			(359	)
Other comprehensive income		—			—			—		—		—			256			—			256			—			256
Net loss		—			—			—		—		—			—			(1,747	)		(1,747	)		—			(1,747	)
Balance, at December 31, 2019		85,045			850			50		500		616,310			(218	)		(434,128	)		182,815		$	—		$	182,815
Issuance of operating partnership units in Self-Management Transaction		—			—			—		—		—			—			—			—			128,200			128,200
Issuance of restricted stock		791			8			—		—		(8	)		—			—			—			—			—
Stock based compensation								—		—		10			—			—			10			—			10
Common stock issued through distribution reinvestment plan		717			7			—		—		6,078			—			—			6,085			—			6,085
Distributions declared		—			—			—		—		—			—			(10,449	)		(10,449	)		—			(10,449	)
True-up of prior year cash distributions declared		—			—			—		—		—			—			—			—			—			—
Common stock redemptions		(477	)		(4	)		—		—		(4,316	)		—			—			(4,320	)		—			(4,320	)
Allocation of income to preferred unit holders								—				—			—			(1,305	)		(1,305	)		(101	)		(1,406	)
Other comprehensive loss		—			—			—		—		—			(173	)		—			(173	)		(9	)		(182	)
Net loss		—			—			—		—		—			—			(23,854	)		(23,854	)		(279	)		(24,133	)
Balance at December 31, 2020		86,076		$	861			50	$	500	$	618,074		$	(391	)	$	(469,736	)	$	148,809		$	127,811		$	276,620
Merger		71,222			712			—		—		644,563			—			—			645,275			—			645,275
Common stock issued through the distribution reinvestment plan		1,228			12			—		—		10,563			—			—			10,575			—			10,575
Issuance of restricted stock		581			5			—		—		(5	)		—			—			—			—			—
Stock-based compensation		—			—			—		—		4,572			—			—			4,572			—			4,572
Distributions declared		—			—			—		—		—			—			(45,222	)		(45,222	)		(1,110	)		(46,332	)
Common stock redemptions		(880	)		(7	)		—		—		(7,970	)		—			—			(7,977	)		—			(7,977	)
Conversion of common OP units to common stock		7,540			75			—		—		58,581			—			—			58,656			(58,656	)		—
Redemption of preferred OP units		—			—			—		—		—			—			(329	)		(329	)		(67,213	)		(67,542	)
Preferred return to preferred OP unit holders		—			—			—		—		—			—			(3,016	)		(3,016	)		(145	)		(3,161	)
Other comprehensive income		—			—			—		—		—			653			—			653			9			662
Net income (loss)		—			—			—		—		—			—			55,599			55,599			(696	)		54,903
Balance at December 31, 2021		165,767		$	1,658		$	50	$	500	$	1,328,378		$	262		$	(462,704	)	$	867,595		$	—		$	867,595

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

F-6

RESOURCE REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended  December 31,
	2021			2020			2019
Cash flows from operating activities:
Net income (loss)	$	54,903		$	(24,133	)	$	(1,747	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on disposal of assets		848			656			541
Net gain on disposition of property		(93,665	)		—			(38,810	)
Net gain on sale of land easement		—			(310	)		—
Loss on extinguishment of debt		1,462			64			69
Casualty gain		(2,966	)		(703	)		(527	)
Depreciation and amortization		96,918			51,460			53,814
Amortization of deferred financing costs		2,554			1,478			2,320
Amortization of debt premium (discount), net		23			(315	)		(333	)
Realized loss on change in fair value of interest rate cap		42			124			344
Stock based compensation		4,572			10			—
Accretion of discount and direct loan fees and costs		—			(76	)		(43	)
Changes in operating assets and liabilities:
Tenant receivables		(292	)		(327	)		(6	)
Due to/from related parties, net		23			1,088			(349	)
Prepaid expenses and other assets		4,975			(2,008	)		(19	)
Accounts payable and accrued expenses		3,400			4			(1,259	)
Tenant prepayments		(626	)		122			(51	)
Security deposits		378			354			120
Net cash provided by operating activities		72,549			27,488			14,064
Cash flows from investing activities:
Cash acquired in connection with Merger, net of acquisition costs		76,858			—			—
Proceeds from disposal of property, net of closing costs		99,402			—			17,532
Proceeds from sale of land easement		—			313			—
Principal payments received on loans held for investment		—			885			27
Working capital pain in Self-Management Transaction		—			(811	)		—
Payment of consideration in Self-Management Transaction		(19,125	)		(7,875	)		—
Insurance proceeds received for casualty losses		4,011			847			749
Capital expenditures		(28,424	)		(11,297	)		(14,423	)
Net cash provided by (used in) investing activities		132,722			(17,938	)		3,885
Cash flows from financing activities:
Redemptions of common and convertible stock		(7,977	)		(4,320	)		(34,120	)
Recission of common stock		—			—			(359	)
Redemption of preferred OP units		(67,542	)		—			—
Payment of deferred financing costs		(5,523	)		—			(116	)
Borrowings on mortgages		33,202			34,369			26,676
Repayments on borrowings		(79,470	)		(11,655	)		(9,230	)
Purchase of interest rate caps		(569	)		(348	)		(62	)
Distributions paid on common stock and participating OP Units		(35,757	)		(4,364	)		(17,521	)
Distributions paid to preferred unit holders		(3,161	)		(286	)		—
Net cash (used in) provided by financing activities		(166,797	)		13,396			(34,732	)
Net increase (decrease) in cash and restricted cash		38,474			22,946			(16,783	)
Cash and restricted cash at beginning of year		84,784			61,838			78,621
Cash and restricted cash at end of year	$	123,258		$	84,784		$	61,838
Reconciliation of cash and restricted cash
Cash	$	112,838		$	70,015		$	49,534
Restricted cash		10,420			14,769			12,304
Cash and restricted cash at end of year	$	123,258		$	84,784		$	61,838

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

F-7

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

NOTE 1 - NATURE OF BUSINESS AND OPERATIONS

Resource REIT, Inc., (the “Company”), formerly known as Resource Real Estate Opportunity REIT II, Inc. (“REIT II”) was organized in Maryland on September 28, 2012. REIT II launched an initial public offering in February 2014, the primary portion of which terminated in February 2016. Substantially all of the business of Resource REIT, Inc. is conducted through RRE Opportunity OP II, LP (“OP II” or the “Operating Partnership”) in which Resource REIT, Inc. is the sole general partner. The Company has adopted a fiscal year ending December 31.

Resource REIT, Inc.'s objective is to make investments in apartment communities to provide investors with growing cash flow and increasing asset values. The Company has acquired underperforming apartments which it has or will renovate and stabilize in order to increase rents.

Resource REIT, Inc. elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2014. Resource REIT, Inc. also operates its business in a manner intended to permit it to maintain its exemption from registration under the Investment Company Act of 1940, as amended. As such, to maintain its REIT qualification for U.S. federal income tax purposes, the Company is generally required to distribute at least 90% of its net income (excluding net capital gains) to its stockholders as well as comply with certain other requirements. Accordingly, the Company generally will not be subject to U.S. federal income taxes to the extent that it annually distributes all of its REIT taxable income to its stockholders. The Company also operates its business in a manner that will permit it to maintain its exemption from registration under the Investment Company Act of 1940, as amended.

Prior to the execution of the REIT I Merger Agreement (as defined below), on September 8, 2020, Resource Real Estate Opportunity REIT, Inc. ("REIT I"), a non-traded real estate investment trust ("REIT") sponsored by Resource America, Inc. (“RAI”), the Company’s initial sponsor, entered into a series of transactions to become self-managed (the “Self-Management Transaction”) and succeeded to the advisory, asset management and property management arrangements in place for the Company. Accordingly, the sponsor of the Company changed from RAI to Resource Real Estate Opportunity OP, LP, the operating partnership of REIT I, while the REIT I Merger (defined below) was pending.

As of December 31, 2021, a total of 165.8 million shares of common stock, including shares issued through the distribution reinvestment plan, remain outstanding.

Blackstone Merger

On January 23, 2022, the Company, Rapids Parent LLC (“Parent”) and Rapids Merger Sub LLC (“Rapids Merger Sub”) entered into an Agreement and Plan of Merger (the “Blackstone Merger Agreement”). The Blackstone Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Rapids Merger Sub (the “Blackstone Merger”). Upon completion of the Blackstone Merger, Rapids Merger Sub will survive and the separate existence of the Company will cease. The Blackstone Merger and the other transactions contemplated by the Blackstone Merger Agreement were unanimously approved by the Company’s Board of Directors (the “Board”). Parent and Rapids Merger Sub are affiliates of Blackstone Real Estate Income Trust, Inc. (“BREIT”), which is an affiliate of Blackstone Inc.

Pursuant to the terms and conditions in the Blackstone Merger Agreement, at the effective time of the Blackstone Merger (the “Effective Time”), each share of common stock (or fraction thereof), $0.01 par value per share, of the Company that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $14.75 (the “Common Stock Consideration”), without interest. In addition, at the Effective Time, each share of convertible stock (or fraction thereof), $0.01 par value per share, of the Company that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $1,846.76, without interest.

The Blackstone Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, subject to certain exceptions, during the period between the execution of the Blackstone Merger Agreement and the consummation of the Blackstone Merger.

F-8

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

The consummation of the Blackstone Merger is subject to certain customary closing conditions, including, among others, approval of the Blackstone Merger by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to cast a vote on the Blackstone Merger (the “Stockholder Approval”). The Company will hold a special meeting on May 16, 2022 for the purpose of obtaining the Stockholder Approval. In addition, the holders of at least two-thirds of the outstanding shares of the Company’s convertible stock entitled to vote on the Blackstone Merger have approved the Blackstone Merger by written consent in accordance with Maryland law and our charter and bylaws.

Mergers with Resource Real Estate Opportunity REIT, Inc. and Resource Apartment REIT III, Inc.

On September 8, 2020, REIT II entered into merger agreements (as described herein) to acquire each of REIT I and Resource Apartment REIT III, Inc. (“REIT III”) in stock-for-stock transactions whereby each of REIT I and REIT III were to be merged into one of REIT II’s wholly owned subsidiaries. The REIT I Merger (as defined below) and the REIT III Merger (as defined below) are referred to collectively herein as the Resource REIT Mergers. Each of the Resource REIT Mergers was intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended. The Resource REIT Mergers became effective as of January 28, 2021.

REIT I Merger

On September 8, 2020, REIT II, OP II, Revolution I Merger Sub, LLC, a wholly-owned subsidiary of REIT II (“Merger Sub I”), REIT I, and Resource Real Estate Opportunity OP, LP (“OP I”), the operating partnership of REIT I, entered into an Agreement and Plan of Merger (the “REIT I Merger Agreement”).

Effective January 28, 2021, REIT I merged with and into Merger Sub I, with Merger Sub I surviving as direct, wholly-owned subsidiary of REIT II (the “REIT I Company Merger”) and OP I merged with and into OP II (the “REIT I Partnership Merger” and, together with the REIT I Company Merger, the “REIT I Merger”), with OP II surviving. At such time, the separate existence of REIT I and OP I ceased. At the effective time of the REIT I Company Merger, each issued and outstanding share of REIT I’s common stock (or fraction thereof) converted into the right to receive 1.22423 shares of REIT II’s common stock, and each issued and outstanding share of REIT I’s convertible stock converted into the right to receive $0.02 in cash (without interest).

At the effective time of the REIT I Partnership Merger, each common unit of partnership interests in OP I outstanding immediately prior to the effective time of the REIT I Partnership Merger converted into the right to receive 1.22423 common units of partnership interest in OP II ("OP Common Units") and each Series A Cumulative Participating Redeemable Preferred Unit in OP I issued and outstanding immediately prior to the effective time of the REIT I Partnership Merger converted into the right to receive one Series A Cumulative Participating Redeemable Preferred Unit in OP II ("OP Preferred Units").

REIT III Merger

On September 8, 2020, REIT II, OP II, Revolution III Merger Sub, LLC, a wholly-owned subsidiary of REIT II (“Merger Sub III”), REIT III, and Resource Apartment OP III, LP (“OP III”), the operating partnership of REIT III, entered into an Agreement and Plan of Merger (the “REIT III Merger Agreement”).

Effective January 28, 2021, REIT III merged with and into Merger Sub III, with Merger Sub III surviving as a direct, wholly-owned subsidiary of REIT II (the “REIT III Company Merger”) and OP III merged with and into OP II (the “REIT III Partnership Merger” and, together with the REIT III Company Merger, the “REIT III Merger”), with OP II surviving the REIT III Partnership Merger. At such time, the separate existence of REIT III and OP III ceased. The REIT I Merger and the REIT III Merger are hereinafter together referred to as the “Resource REIT Mergers”.

At the effective time of the REIT III Company Merger, each issued and outstanding share of REIT III’s common stock (or fraction thereof) converted into the right to receive 0.925862 shares of REIT II’s common stock. At the effective time of the REIT III Partnership Merger, each common unit of partnership interests in OP III outstanding immediately prior to the effective time of the REIT III Partnership Merger was retired and ceased to exist. In addition, for each share of REIT II common stock issued in the REIT III Company Merger, a common unit of partnership interest was issued to REIT II by OP II.

Effective as of the close of the REIT I Merger, REIT II acquired Resource Real Estate Opportunity Advisor II, LLC and Resource Real Estate Opportunity Advisor, LLC (the “Former Advisor”), Resource Apartment Advisor III, LLC and became a

F-9

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

self-managed REIT. In connection with the Resource REIT Mergers, REIT II was the legal acquirer and REIT I was the accounting acquirer for financial reporting purposes, as discussed in Note 6, Rental Properties. Thus, the financial information set forth herein subsequent to the Resource REIT Mergers reflects results of the combined entity, and the financial information set forth herein prior to the Resource REIT Mergers reflects REIT I’s results. For this reason, period to period comparisons may not be meaningful.

On September 8, 2020, REIT I, entered into a series of transactions to become self-managed (the “Self-Management Transaction”) as further described in Note 3, Self-Management Transaction, and succeeded to the advisory, asset management and property management arrangements in place for the Company.

COVID-19 Pandemic

One of the most significant risks and uncertainties facing the Company and the real estate industry generally continues to be the effect of the ongoing public health crisis of the novel coronavirus disease (“COVID-19”) pandemic. The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including how the pandemic is impacting its tenants. The Company did not incur significant disruptions from the COVID-19 pandemic during the years ended December 31, 2021 and 2020, however, a small percentage of its tenants requested a rent deferral as a result of the pandemic. The Company evaluates each tenant rent deferral request on an individual basis, considering a number of factors. Not all tenant requests have or will ultimately result in modified agreements, nor is the Company forgoing its contractual rights under its lease agreements. There are no executed short-term rent deferral plans outstanding at December 31, 2021.

The extent to which the COVID-19 pandemic impacts the Company’s operations and those of its tenants depends on future developments, which cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures. The Company is unable to predict the ultimate impact that the pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America ("GAAP").

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Segment Reporting

The Company does not evaluate performance on a relationship specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Concentration of Credit Risk

F-10

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Financial instruments, which potentially subject the Company to concentration of credit risk, consist of periodic temporary deposits of cash. At December 31, 2021, the Company had $125.3 million of deposits at various banks, $108.1 million of which were over the insurance limit of the Federal Deposit Insurance Corporation. No losses have been experienced on such deposits.

Rental Properties

The Company records acquired real estate at fair value on their acquisition date. The Company considers the period of future benefit of an asset to determine its appropriate useful life and depreciates the asset using the straight line method. The Company's estimated useful lives of its assets by class are as follows:

Buildings	27.5 years
Building improvements	5.0 to 27.5 years
Furniture and fixtures	2.0 to 5.0 years
Tenant improvements	Shorter of lease term or expected useful life
Lease intangibles	Weighted average remaining term of related lease

Improvements and replacements are capitalized when they have a useful life greater than or equal to one year. The Company pays a construction management fee of 5.0% of actual aggregate costs to Greystar to construct improvements, or to repair, rehab or reconstruct a property. These costs are capitalized along with the related asset. Costs of repairs and maintenance are expensed as incurred.

As of December 31, 2021, the Company's real estate investments located in Texas, Georgia, Illinois, Colorado, and California represent approximately 26%, 13%, 12%, 10%, and 7% of the portfolio. This makes it particularly susceptible to adverse economic developments in these real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for multifamily rentals resulting from the local business climate, could negatively affect the Company's liquidity and adversely affect its ability to fund its ongoing operations.

Impairment of Long Lived Assets

The Company periodically evaluates its long-lived assets, primarily investments in rental properties, for impairment indicators. The review considers factors such as past and expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for permanent impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. An impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss would be the adjustment to fair value less the estimated cost to dispose of the asset.

In conjunction with the Resource REIT Merger and for the Company’s annual estimated value per share calculation in 2020 and 2019, the Company engaged with a third-party to provide the estimated fair value of its rental properties as of January 28, 2021, December 31, 2020 and 2019, respectively. The Company compared these values to its carrying values and concluded that there was no indication that the carrying value of the Company’s investments in real estate were not recoverable as of December 31, 2021, 2020 and 2019. There were no impairment losses recorded on long lived assets during the years ended December 31, 2021, 2020 and 2019.

Casualty Loss

The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage and business interruption. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is recorded in other income when the proceeds are received.

F-11

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Allocation of Purchase Price of Acquired Assets

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU No. 2017-01"). Acquisitions that do not meet the definition of a business under this guidance are accounted for as asset acquisitions. In most cases, the Company believes that acquisitions of real estate will no longer be considered a business combination as in most cases substantially all of the fair value is concentrated in a single identifiable asset or group of tangible assets that are physically attached to each other (land and building). However, if the Company determines that substantially all of the fair value of the gross assets acquired is not concentrated in either a single identifiable asset or in a group of similar identifiable assets, the screen is not met, and the Company will then perform an assessment to determine whether the set is a business by using the framework outlined in the ASU. If the Company determines that the acquired asset is not a business, the Company will allocate the cost of the acquisition including transaction costs to the assets acquired or liabilities assumed based on their related fair value.

Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings, fixtures and improvements, identified intangible lease assets, consisting of the value of above-market and below-market leases, as applicable, the value of in-place leases, the value of tenant relationships, and liabilities, based in each case on their fair values.

The Company records above-market and below-market in-place lease values for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The Company amortizes any capitalized above-market or below-market lease values as an increase or reduction to rental income over the remaining non-cancelable terms of the respective leases.

The Company measures the aggregate value of other intangible assets acquired based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued as if vacant. Management’s estimates of value are determined by independent appraisers (e.g., discounted cash flow analysis). Factors to be considered in the analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases.

In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. Management also estimates costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction.

The total amount of other intangible assets acquired is further allocated to customer relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

The Company amortizes the value of in-place leases to expense over the remaining term of the underlying leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does amortization periods for the intangible assets exceed the remaining depreciable life of the building.

The determination of the fair value of the assets and liabilities acquired requires the use of significant assumptions with regard to current market rental rates, discount rates and other variables. The use of inappropriate estimates would result in an incorrect assessment of the fair value of these assets and liabilities, which could impact the Company's reported net income (loss).

Goodwill

The Company records the excess of the cost of an acquired entity over the difference between the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed as goodwill. Goodwill is not amortized but is tested

F-12

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

for impairment at a level of reporting referred to as a reporting unit during the fourth quarter of each calendar year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. There have been no such events or changes in circumstances during the years ended December 31, 2021 and 2020.

Revenue Recognition and Receivables

The Company recognizes minimum rent, including rental abatements and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related lease, which is accounted for in accordance with Accounting Standards Codification ("ASC") 842, Leases (“ASC 842”).

The future minimum rental payments to be received from noncancelable operating leases are approximately $124.2 million and $1.7 million for the years ending December 31, 2022 and 2023, and none thereafter. These figures include future minimum rentals from noncancelable operating leases for residential real estate properties held for sale of approximately $9.8 million and $130,000 for the years ending December 31, 2022 and 2023, and none thereafter. The future minimum rental payments to be received from noncancelable operating leases for both commercial rental properties and antenna rentals are $423,000, $389,000, $336,000, $253,000, and $184,000 for the years ending December 31, 2022 through December 31, 2026, respectively, and $1.1 million thereafter.

Revenue is primarily derived from the rental of residential housing units for which the Company receives minimum rents and utility reimbursements pursuant to underlying tenant lease agreements. The Company also receives other ancillary fees for administration of leases, late payments, amenities, and revenue sharing arrangements for cable income from contracts with cable providers at the Company's properties (discussed below). A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company records the utility reimbursement income and ancillary charges in the period when the performance obligation is completed, either at a point in time or on a monthly basis as the service is utilized.

The Company has cable income revenue sharing arrangements from contracts with cable providers at the Company's properties. Included in accrued expenses and other liabilities on the consolidated balance sheets at December 31, 2021 and 2020 is a contract liability related to deferred revenue from contracts with cable providers of approximately $1.7 million and $760,000, respectively. The Company recognizes income from these contracts on a straight line basis over the contract period of 10 years to 12 years. During the years ended December 31, 2021, 2020 and 2019, approximately $275,000, $118,000 and $77,000, respectively of revenue from the contract liability was recognized as income.

The Company evaluates its portfolio of operating leases for collectability at both the onset of the underlying leases and on an ongoing basis. Tenant receivables include amounts for which collectability was assessed as probable in accordance with the guidance in ASC 842-30. For tenant receivables, which include base rents, straight-line rentals, expense reimbursements and other revenue or income, the Company also estimates a general allowance for uncollectible accounts under ASC 450-20. The Company determines the collectability of its receivables related to rental revenue by considering a number of factors, including the length of time receivables are past due, security deposits held, the Company’s previous loss history, the tenants’ current ability to pay their obligations to the Company, and the condition of the general economy and the industry as a whole. If collectability is not probable, the Company adjusts rental income for the amount of the uncollectible revenue.

Due to the COVID-19 pandemic, some residents have experienced difficulty making rent payments and the Company’s receivables have increased compared to historical levels. As of December 31, 2021 and 2020, the Company recorded a $1.6 million and $774,000, respectively, allowance for bad debts to appropriately reflect management’s estimate for uncollectible accounts. The total adjustment to rental and other property income for the years ended December 31, 2021, 2020 and 2019 were $2.0 million, $1.2 million and $299,000 respectively, for provision for bad debt, net of recoveries. The provision for bad debts was recorded as a reduction to rental income in the Company’s consolidated statements of operations and comprehensive loss. The age of the receivables included in the allowance balance at December 31, 2021 was: 13.1% less than 30 days past due, 11.9% 31-60 days past due, 1.2% 61-90 days past due and 73.8% over 90 days past due.

Following the Self- Management Transaction (described in Note 3 below) through the effective date of the Resource REIT Mergers on January 28, 2021, the Company received asset management and property management fees from REIT II and REIT III. The monthly asset management fee was equal to one-twelfth of 1.0% of the cost of each asset held by REIT II and one-twelfth of 1.0% of the appraised value of each asset held by REIT III, without deduction for depreciation, bad debts or other non-cash reserves. The monthly property management fee was calculated based on 4.5% of the gross monthly receipts from REIT II's

F-13

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

and REIT III’s properties. The Company recognized revenue for both asset and property management fees as earned on a monthly basis. The Company had determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for asset and property management services are satisfied as the services are rendered. The Company was compensated for its services on a monthly basis and these services represent a series of distinct daily services in accordance with ASC 606. As a result of the Resource REIT Mergers, these fees are no longer being paid.

Leases

For operating leases where the Company is the lessor, the underlying leased asset is recognized as real estate on the balance sheet. The Company, as a lessor of multifamily apartment units, has nonlease components associated with these leases (i.e. common area maintenance, utilities, etc.). The Company combines nonlease component revenue streams and accounts for them as a combined component with leasing revenue.

For leases in which the Company is the lessee, primarily consisting of office leases, a parking lot lease, and office equipment leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability equal to the present value of the minimum lease payments. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. The Company uses a market rate for equipment leases, when readily determinable, in calculating the present value of lease payments. Otherwise, the incremental borrowing rate is used. The operating lease ROU asset includes any lease payments and excludes lease incentives. Operating lease terms may include options to extend the lease when it is reasonably certain the lease will be extended. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Income Taxes

The Company elected to be taxed as a REIT, commencing with its taxable year ended December 31, 2014. To maintain its REIT qualification for U.S. federal income tax purposes, the Company is generally required to distribute at least 90% of its taxable net income (excluding net capital gains) to its stockholders as well as comply with other requirements, including certain asset, income and stock ownership tests. As a REIT, the Company is not subject to federal corporate income tax to the extent that it distributes 100% of its REIT taxable income each year. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it is subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year in which it fails its REIT qualification. Accordingly, the Company’s failure to qualify as a REIT could have a material adverse impact on its results of operations and amounts available for distribution to its stockholders.

The dividends paid deduction of a REIT for qualifying dividends to its stockholders is computed using the Company’s taxable income as opposed to net income reported on the financial statements. Taxable income, generally, will differ from net income reported on the financial statements because the determination of taxable income is based on tax provisions and not financial accounting principles.

The Company may elect to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A TRS is subject to U.S. federal, state and local corporate income taxes. While a TRS may generate net income, a TRS can declare dividends to the Company which will be included in the Company’s taxable income and necessitate a distribution to its stockholders. Conversely, if the Company retains earnings at a TRS level, no distribution is required and the Company can increase book equity of the consolidated entity. As of December 31, 2021 and 2020, the Company treated one of its subsidiaries as a TRS.

The Company evaluates the benefits from tax positions taken or expected to be taken in its tax return. Only the largest amount of benefits from tax positions that will more likely than not be sustainable upon examination are recognized by the Company. The Company does not have any unrecognized tax benefits, nor interest and penalties, recorded in its consolidated financial statements and does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next 12 months.

F-14

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

The Company is subject to examination by the U.S. Internal Revenue Service and by the taxing authorities in other states in which the Company has significant business operations. The Company is not currently undergoing any examinations by taxing authorities. The Company is not subject to IRS examination for the tax return years 2017 and prior.

Earnings Per Share

Basic earnings per share is calculated on the basis of the weighted-average number of common shares outstanding during the year. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average common shares outstanding during the period. Diluted earnings per share take into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted to common stock. Distributions declared per common share assume each share was issued and outstanding each day during the period or based upon the two-class method, whichever is more dilutive.

The following table sets forth the computation of basic and diluted earnings per share for the periods presented (in thousands, except per share amounts):

	Years Ended December 31,
	2021			2020			2019
Numerator for earnings per share:
Net income (loss)	$	54,903		$	(24,133	)	$	(1,747	)
Redemption of preferred OP units		(342	)		—			—
Preferred return to preferred OP unit holders		(3,161	)		(1,406	)		—
Net income (loss) after preferred return		51,400			(25,539	)		(1,747	)
Less: Allocation of income to preferred unit holders attributable to noncontrolling interest		158			101			—
Less: Net loss attributable to noncontrolling interest		696			279			—
Net income (loss) attributable to common stockholders	$	52,254		$	(25,159	)	$	(1,747	)
Denominator for earnings per share:
Weighted average common shares outstanding		153,820			85,531			85,861
Denominator for basic earnings per share		153,820			85,531			85,861
Weighted average unvested restricted stock		69			—			—
Denominator for diluted earnings per share		153,889			85,531			85,861
Earnings per weighted average common share:
Basic	$	0.34		$	(0.29	)	$	(0.02	)
Diluted	$	0.34		$	(0.29	)	$	(0.02	)

None of the shares of convertible stock (see Note 12) or 467,461 unvested performance awards that vest only upon a liquidation event are included in the diluted earnings per share calculations, because the necessary conditions for conversion have not been satisfied as of December 31, 2021 (were such date to represent the end of the contingency period).

Prior to their redemption and/or conversion, net losses attributable to outstanding OP Common Units and OP Preferred Units were included in net (income) loss attributable to noncontrolling interest, and therefore, were excluded from the calculation of income (loss) per common share, basic and diluted, for all periods presented.

Reclassifications

Certain amounts in the prior years’ financial statements have been reclassified to conform to the current-year presentation. On the consolidated statements of operations, Management fees- related party were split into two line items, Property management fees – related party and Asset management fees- related party; certain administrative expenses previously reflected in rental operating expenses are now included in general and administrative expenses; general and administrative is now presented in two line items for corporate and property related; and casualty losses have been broken out from rental operating expenses and presented on a separate line. On the consolidated balance sheet, Operating lease right-of-use assets is included in

F-15

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Prepaid expenses and other assets, and Operating lease liabilities are now included in Accounts payable and accrued expenses. All shares presented for prior periods have been converted based on the exchange ratio of 1.22423 (See REIT I Merger in Note 1). The impact of the reclassifications made to prior year amounts are not material and did not affect net loss.

Adoption of New Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848).” ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. During the year ended December 31, 2021, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. 

NOTE 3 - SELF-MANAGEMENT TRANSACTION

On September 8, 2020, OP I, entered into the Self-Management Transaction with Resource PM Holdings LLC (“PM Holdings”), Resource NewCo LLC (“Advisor Holdings”), C-III Capital Partners LLC (“C-III” or “PM Contributor”), RRE Legacy Co, LLC (formerly known as Resource Real Estate, LLC) (“Advisor Contributor” or “Resource Real Estate”) and Resource America, Inc. (“RAI”), pursuant to which C-III and RAI contributed to OP I all of the membership interests in PM Holdings and Advisor Holdings and certain assets related to the business of PM Holdings and Advisor Holdings including 100% of the membership interests in PM Holdings and Advisor Holdings and $659,000 of leasehold improvements and furniture in exchange for approximately 6.2 million common operating partnership units in OP I (“OP I Common Units”) and 319,965 Series A Preferred Units in OP I (“OP I Preferred Units”) (collectively “OP I Units”). Additional consideration included the following deferred payments in cash: (i) $7.5 million paid upon the effectiveness of the Resource REIT Merger; (ii) six monthly payments of $2.0 million, totaling $12.0 million, for the six months following the closing of the Self-Management Transaction and (iii) 12 monthly payments of $625,000, totaling $7.5 million, for the 12 months following the closing of the Self-Management Transaction. At the time of the REIT I Partnership Merger, the OP I Common Units converted into approximately 7.5 million OP Common Units; the participation rights of the OP I Preferred Units increased to 391,711 OP Preferred Units.

On September 13, 2021, the Company entered into a letter agreement with C-III and Legacy Co, and on September 14, 2021, the Company redeemed all of the 319,965 outstanding Series A Preferred Units collectively held by C-III and Legacy Co and exchanged all of the 7,539,737.53 common units collectively held by C-III and Legacy Co for an equivalent number of shares of common stock of the Company.

As part of the Self-Management Transaction, REIT I paid outstanding obligations due to RAI of approximately $811,000, presented in the table below as “Net working capital” consisting primarily of approximately $4.3 million in accrued management fees transferred to the Company as well as approximately $150,000 of prepaid rent, software subscriptions, and security deposits. Additionally, the Company assumed payroll liabilities of approximately $2.9 million and approximately $684,000 due to the third-party property manager, Greystar. The operating leases for office space in Philadelphia, Pennsylvania and Denver, Colorado were assumed. In accordance with ASC 842, Leases, an operating lease right of use asset and liability were calculated and reflected as part of the Self-Management Transaction.

As part of the Self-Management Transaction, OP I hired the workforce currently responsible for the management and day-to-day real estate and accounting operations of the Company under the various agreements acquired.

As part of the Self-Management Transaction, REIT I recorded approximately $2.3 million of transaction costs during the year ended December 31, 2020.

Under the terms of the Self-Management Transaction, the following consideration was given in exchange (in thousands):

F-16

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Fair value of OP I Units issued	$	128,200
Net working capital		811
Subsequent consideration		27,000
Net consideration	$	156,011

The Self-Management Transaction was accounted for as a business combination in accordance with ASC 805, which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date and transaction costs to be expensed. The fair value of the OP Units issued was based on a valuation report prepared by a third-party valuation specialist that was subject to management’s review and approval. The following table summarizes the purchase price allocation (dollars in thousands):

Assets:
Due from related parties	$	4,299
Prepaid expenses and other assets		150
Goodwill		154,531
Property and equipment		659
Operating lease right-of-use assets		3,244
Total assets acquired	$	162,883
Liabilities:
Other liabilities	$	3,628
Operating lease liabilities		3,244
Total liabilities assumed		6,872
Net assets acquired	$	156,011

The allocation of the purchase price above required a significant amount of judgment and represented management’s best estimate of the fair value as of the acquisition date.

Goodwill

In connection with the Self-Management Transaction, the Company recorded goodwill of approximately $154.5 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded represents the Company's management structure and the cost savings associated with acquiring the Advisor and eliminating the management fee arrangement.

F-17

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION

The following table presents supplemental cash flow information (in thousands):

	Years Ended
	December 31,
	2021		2020		2019
Non-cash financing and investing activities:
Stock issued pursuant to distribution reinvestment plan	$	10,575	$	6,085	$	24,499
Accrual for construction in process		2,237		848		2,470
Repayments on borrowings through refinancing		461,968		130,539		58,350
Lease liabilities arising from obtaining right-of-use assets		—		—		526
Accrued allocation of income to preferred unit holders		—		1,120		—
Deferred financing costs, interest, and fees funded through refinancing		—		3,245		973
Non-cash activity related to sales:
Mortgage notes payable settled directly with proceeds from sale of rental property		65,900		—		61,041
Non-cash activity related to Self-Management Transaction:
Due to related parties for acquisition of net assets acquired in Self-Management Transaction		—		19,125		—
Operating Partnership units issued in exchange for net assets acquired in Self-Management Transaction		—		128,200		—
Non-cash activity related to Resource REIT Merger:
Net assets acquired in REIT II Merger in exchange for common shares		543,840		—		—
Net assets acquired in REIT III Merger in exchange for common shares		101,435		—		—
Implied REIT I common stock issued in exchange for net assets acquired in Resource REIT Merger		645,275		—		—
Cash paid during the period for:
Interest	$	41,865	$	25,106	$	35,936

NOTE 5 - RESTRICTED CASH

Restricted cash represents escrow deposits with lenders to be used to pay real estate taxes, insurance, debt service, and capital improvements. The following table presents a summary of the components of the Company's restricted cash (in thousands):

	December 31, 2021		December 31, 2020
Real estate taxes	$	6,879	$	7,910
Insurance		1,486		1,350
Debt service reserve		157		2,045
Capital improvements		1,898		3,464
Total	$	10,420	$	14,769

F-18

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

NOTE 6 - INVESTMENTS IN REAL ESTATE

As of December 31, 2021, the Company's investments in rental properties consisted of 45 apartment properties that contain 13,707 units. The following table summarizes the Company’s investments in rental properties (in thousands):

	December 31, 2021			December 31, 2020
Land	$	293,492		$	196,355
Building and improvements		1,799,028			929,323
Furniture, fixtures and equipment		53,438			46,879
Construction in progress		8,318			1,374
		2,154,276			1,173,931
Less: accumulated depreciation		(278,229	)		(275,956	)
	$	1,876,047		$	897,975

Depreciation expense for the years ended December 31, 2021, 2020, and 2019 was approximately $88.5 million, $51.5 million, and $53.8 million, respectively.

Assets Held for Sale

During the three months ended December 31, 2021, the Company entered into agreements to sell three rental properties, Maxwell Townhomes, The Bryant at Yorba Linda and Sunset Ridge, with net book values totaling approximately $150.2 million. The Company confirmed the intent and ability to sell these properties in their present conditions and these properties qualified for held for sale accounting treatment upon meeting all applicable criteria prior to December 31, 2021, at which time depreciation ceased. As such, the assets associated with these properties were separately classified and included as assets held for sale on the Company's consolidated balance sheet as of December 31, 2021. The Company completed the sales of Maxwell Townhomes and The Bryant at Yorba Linda on January 20, 2022 and Sunset Ridge on March 22, 2022.

The following table summarizes the Company's investments in rental properties held for sale (in thousands):

	December 31, 2021
Land	$	58,577
Building and improvements		134,489
Furniture, fixtures and equipment		8,179
Construction in progress		97
		201,342
Less: accumulated depreciation		(51,166	)
Assets held for sale - rental properties	$	150,176

Resource REIT Mergers

Both the REIT I Merger and the REIT III Merger (collectively the “Resource REIT Mergers”) were accounted for as asset acquisitions under ASC 805 as substantially all of the fair value of the gross assets acquired are Class B multifamily rental properties. The total purchase price was allocated to the individual assets acquired and liabilities assumed based upon their relative fair values.

Based on an evaluation of the relevant factors and the guidance in ASC 805, all of which required significant management judgment, the entity in the Resource REIT Mergers considered the acquirer for accounting purposes was not the legal acquirer. In order to make this determination, various factors were analyzed, including which entity issued its equity interests, relative voting rights, existence of minority interests (if any), control of the board of directors, management composition, relative size, transaction initiation, and other factors such as operational structure, and relative composition of employees, and

F-19

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

other factors. The strongest factors identified were the relative size of the companies and management composition. Based on financial measures, REIT I was a larger entity than REIT II and REIT III. REIT I had more common stock outstanding at a higher net asset value than REIT II and REIT III and upon the consummation of the Resource REIT Mergers was issued more shares of REIT II than were held by REIT II stockholders or than were issued to REIT III stockholders in the REIT III Merger. REIT I also contained the management entity. Based on these factors, REIT I was concluded to be the accounting acquirer.

The assets (including identifiable intangible assets) and liabilities of REIT II and REIT III as of the effective time of the respective Resource REIT Mergers were recorded at their respective relative fair values and added to those of REIT I. Transaction costs incurred by REIT I in connection with the Resource REIT Mergers were capitalized in the period in which the costs were incurred and services were received. The total purchase price was allocated to the individual assets acquired and liabilities assumed based upon their relative fair values based on appraisals and other methods. Intangible assets were recognized at their relative fair values in accordance with ASC 805.

The REIT I Merger was effected by each of REIT I’s 70.3 million issued and outstanding shares of common stock being converted into the right to receive 1.22423 shares (“REIT I Exchange Ratio”) of common stock of REIT II (“REIT II Common Stock”), for a total of 86.1 million newly issued shares of REIT II Common Stock. The 60.0 million issued and outstanding shares of REIT II Common Stock that were outstanding at the time of the REIT I Merger remain outstanding. As the REIT I Merger is considered a reverse acquisition, the total consideration transferred was computed on the basis of an estimated net asset value per share of the merged entity of $9.06 per share as of January 28, 2021, divided by the REIT I Exchange Ratio to compute the estimated REIT I value per share as of January 28, 2021 of approximately $11.09 per share. Consideration transferred is calculated as such (in thousands except share and per share data):

Merged entity estimated net asset value as of Resource REIT Merger date	$	9.06
REIT I exchange ratio		1.22423
REIT I estimated value per share as of January 28, 2021	$	11.09
REIT II common stock outstanding as of January 28, 2021		60,026,513
REIT I exchange ratio		1.22423
Implied REIT I common stock issued as consideration		49,032,055
REIT I estimated value per share as of January 28, 2021	$	11.09
Value of implied REIT I common stock issued as consideration	$	543,840

The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of $5.0 million in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT II, is as follows (in thousands):

F-20

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Assets:
Land	$	127,920
Building and improvements		940,630
Intangibles		6,765
Cash and restricted cash		67,563
Other assets		6,062
Total assets	$	1,148,940
Liabilities:
Mortgage notes payable, net of $3.0 million discount	$	580,676
Due to related parties		988
Accounts payable and other liabilities		18,456
Total liabilities		600,120
Fair value of net assets acquired	$	548,820
Less: REIT I's Merger expenses		4,980
Fair value of net assets acquired, less REIT I's Merger expenses	$	543,840

Although REIT I is the accounting acquirer, REIT II is the legal acquirer of both REIT III and REIT I. As such, the 12.1 million issued and outstanding shares of REIT III common stock were converted into the right to receive 0.925862 newly issued shares of REIT II Common Stock. Consideration transferred is calculated as such (in thousands except share and per share data):

REIT III common stock outstanding as of January 28, 2021		12,092,466
REIT III exchange ratio		0.925862
REIT II shares issued as consideration		11,195,955
REIT I exchange ratio		1.22423
Implied REIT I common stock issued as consideration		9,145,303
REIT I estimated value per share as of January 28, 2021	$	11.09
Value of implied REIT I common stock issued as consideration	$	101,435

The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of approximately $929,000 in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT III, is as follows (in thousands):

F-21

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Assets:
Land	$	43,733
Building and improvements		184,400
Intangibles		1,609
Cash and restricted cash		22,969
Other assets		626
Total assets	$	253,337
Liabilities:
Mortgage notes payable, net of $2.1 million premium	$	147,191
Due to related parties		836
Accounts payable and other liabilities		2,946
Total liabilities		150,973
Fair value of net assets acquired	$	102,364
Less: REIT I's Merger expenses		929
Fair value of net assets acquired, less REIT I's Merger expenses	$	101,435

Valuation and Purchase Price Allocation

The Company obtained third party appraisals for all properties included in the Resource REIT Mergers which the Company utilized to allocate the purchase price based on the relative fair value. Land was valued based on similar (but not identical) transactions in the subject properties market with the appraiser making adjustments based on both qualitative and quantitative data (Level 3). The buildings were valued based on the “as-if-vacant” value which is estimated using an income, or discounted cash flow model, using market assumptions pertaining to, among other items, absorption period, lease-up costs, market rent, operating expenses and terminal capitalization and discount rates (Level 3). Capitalization rates used in the analysis ranged from 4.5% to 5.5% and discount rates ranged from 5% to 7.25%. Building improvements and furniture, fixtures and equipment were valued using the cost approach, in which the appraiser utilized Marshall Valuation Service as the source for the replacement cost and life estimates and included soft costs and entrepreneurial incentive. The total cost estimates were depreciated based on the estimated effective ages of each asset compared to their anticipated lives. In place leases were valued using market rent estimates for units based on recently signed leases as well as market rents signed at competing properties. A downtime estimate was then applied to each tenant based upon their market leasing assumption. The lease in place value is calculated as the total market rent multiplied by the downtime of each tenant, aggregated by unit type (Level 3). Assumed debt was valued based on recently closed transactions and investor surveys for spreads and rates applicable to each property. The market interest rate was calculated using the most applicable treasury rate based on the remaining term of the debt and applying a market-derived spread (Level 3).

The revenue and net loss of the 23 properties (6,508 units) acquired in the Resource REIT Mergers is as follows for the year ended December 31, 2021 (in thousands):

	REIT II			REIT III			Total
Revenue	$	84,212		$	20,778		$	104,990
Net loss	$	(5,696	)	$	(2,322	)	$	(8,018	)

Pro Forma Financial Information (unaudited)

The following condensed pro forma operating information is presented as if the Resource REIT Mergers and the Self–Management Transaction had been included in operations as of January 1, 2020 (in thousands, except per share data):

F-22

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

	Year Ended		Year Ended
	December 31, 2021		December 31, 2020
Revenue	$	248,584	$	239,902
Net income (loss)	$	63,457	$	(63,985	)
Net loss attributable to noncontrolling interests	$	373	$	3,287
Net income (loss) attributable to common stockholders	$	60,327	$	(65,178	)
Net income (loss) to common stockholders per share, basic and diluted	$	0.38	$	(0.41	)

Dispositions

The Company disposed of five properties during the year ended December 31, 2021 and two properties during the year ended December 31, 2019. There were no dispositions during the years ended December 31, 2020. The following table presents details of the Company’s disposition activity during the years ended December 31, 2021 and December 31, 2019 (in thousands):

Multifamily Community	Location	Sale Date	Contract Sales Price		Net Gain on Disposition		Revenue Attributable to Property Sold		Net (Loss) Income Attributable to Properties Sold
2021 Dispositions:
Evergreen at Coursey	Baton Rouge, LA	June 29, 2021	$	49,751	$	18,734	$	2,272	$	(107	)
The Retreat at Rocky Ridge	Hoover, AL	October 12, 2021		25,400		17,665		1,962		384
Tech Center Square	Newport News, VA	October 21, 2021		36,700		22,949		2,407		463
The Brookwood	Homewood, AL	October 26, 2021		45,300		6,385		3,134		(210	)
Pines of York	Yorktown, VA	November 2, 2021		45,000		27,932		2,926		254
			$	202,151	$	93,665	$	12,701	$	784
2019 Dispositions:
Williamsburg	Cincinnati, OH	March 8, 2019	$	70,000	$	34,575	$	2,151	$	(1,431	)
Pinehurst	Kansas City, MO	December 20, 2019		12,310		4,235		1,427		(460	)
			$	82,310	$	38,810	$	3,578	$	(1,891	)

NOTE 7 - IDENTIFIED INTANGIBLE ASSETS, NET AND GOODWILL

Identified intangible assets, net, relate to in-place apartment unit rental and antennae leases. The net carrying value of the acquired in-place leases totaled zero and $5,000 as of December 31, 2021 and 2020, respectively, net of accumulated amortization of approximately $32.3 million and $27.1 million, respectively. The net carrying value of acquired in-place leases were fully amortized in the third quarter of 2021.

Amortization of the in-place apartment unit rentals was approximately $8.4 million for the year ended December 31, 2021. There was no amortization of in-place apartment unit rentals for the year ended December 31, 2020 and 2019.

As of December 31, 2021 and 2020, the Company had approximately $154.5 million and $154.9 million, respectively, of goodwill included on the consolidated balance sheets. The table below presents the rollforward of activity in goodwill for the year ended December 31, 2021:

F-23

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Balance, January 1, 2021	$	154,935
Sale of Evergreen at Coursey Place		(268	)
Sale of Pines of York		(136	)
Balance, December 31, 2021	$	154,531

NOTE 8 - DEBT

The following table presents a summary of the Company's debt, net (in thousands):

							Weighted Average Maturity in Years at
	December 31, 2021			December 31, 2020			December 31, 2021
Mortgage notes payable, net - variable rate	$	607,711		$	675,791			3.86
Mortgage notes payable, net - fixed rate		801,140			150,195			6.29
Total mortgage notes payable, net	$	1,408,851		$	825,986			5.24
Revolving credit facility	$	—		$	—			—
Weighted average interest rate on mortgages - variable		2.05	%		2.12	%
Weighted average interest rate on mortgages - fixed		2.96	%		4.03	%
Weighted average interest rate on revolving credit facility		—			—
Weighted average interest rate on total debt		2.56	%		2.46	%

The following table presents the Company's annual future principal payments on outstanding borrowings as of December 31, 2021 (in thousands):

2022	$	38,899
2023		39,943
2024		226,578
2025		191,219
2026		95,567
Thereafter		823,115
	$	1,415,321

Structured Credit Facility

On January 28, 2021, subsidiaries of the Company (collectively, “Borrower”) entered into a structured credit facility transaction with CBRE Multifamily Capital, Inc. for delivery of loans and/or advances to Fannie Mae (the “Facility”) for a term of 15 years (the “Facility Termination Date”). Pursuant to the terms of the loan documents for the Facility, the lender agreed to make advances at both fixed and variable rates to Borrower during the term of the Facility provided that Borrower satisfies certain customary conditions as set forth in the Facility loan documents (the “Loan Documents”), including debt service coverage tests and loan-to-value tests. The fixed rate advances in the Facility may have terms not less than five or more than 15 years from the closing of such advance and variable rate advances in the Facility may have terms not less than five or more than 10 years from the closing of such advance. All advances must have maturity dates that do not exceed the Facility Termination Date. Borrower has the option to convert variable rate advances to fixed rate advances beginning on the first day of the second year of the variable rate advance term and ending seven years prior to the Facility Termination Date, subject to the satisfaction of customary requirements set forth in the Loan Documents.

The Facility is non-recourse to the Borrower except for the customary exceptions to non-recourse provisions of the Loan Documents (“carve-outs”). The Borrower’s obligations for the carve-outs are guaranteed solely by the Borrowers. The Company is the key principal under the Facility and as such must continue to indirectly own an interest in each Borrower and is subject to certain transfer restrictions with respect to its ownership interest in each Borrower as provided in the Loan Documents. In addition, the Facility contains customary representations and warranties, financial and other covenants, events of default and remedies typical for this type of facility.

F-24

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

The initial advance of approximately $495.2 million under the Facility occurred on January 28, 2021 and is secured by the following twelve multifamily properties located in Arizona, Colorado, Georgia, Oregon and Texas (including five properties formerly held by REIT II): Estates at Johns Creek, Heritage Pointe, Providence in the Park, South Lamar Village, Verona Apartments, Westside, 81 Fifty at West Hills, Adair off Addison I & II, Montclair Terrace, Palmer at Las Colinas, and Uptown Buckhead. The proceeds from the initial advance were used to refinance or pay off $462.0 million of the Company’s debt. Loans that were repaid in full were loans secured by Vista Apartment Homes, Cannery Lofts, Retreat at Rocky Ridge, Tech Center Square, and Aston at Cinco Ranch. The Company recorded approximately $4.6 million of extinguishment costs upon the refinance for the year ended December 31, 2021 including approximately $2.4 million in prepayment penalties, included in Interest Expense on the Consolidated Statements of Operations.

Additional information about the initial advance on the Facility, which is included in Mortgage notes payable, net on the Consolidated Balance Sheet as of December 31, 2021, is as follows (in thousands):

Collateral	Original Loan Amount		Maturity Date	Type	Annual Interest Rate
Fixed Advance 1	$	235,205	2/1/2031	Fixed		2.79	%
Fixed Advance 2	$	235,205	2/1/2028	Fixed		2.62	%
Floating Advance	$	24,760	2/1/2031	Floating (1)		2.11	%

(1) Floating rate based on 30-day average SOFR plus a fixed margin of 2.06%.

Revolving Credit Facility

On May 20, 2021, the Company entered into a Credit Agreement (the “Credit Facility”) for which BofA Securities, Inc. acted as sole book runner and sole lead arranger and Bank of America, N.A. acted as administrative agent and L/C issuer (the “Credit Agreement”). The Credit Facility is a secured revolving credit facility in the initial amount of approximately $100.0 million, including approximately $15.0 million available in letters of credit, subject to the Company's ability to increase the lenders’ aggregate commitment during the term of the Credit Agreement to a maximum of approximately $500.0 million, subject to certain limitations. The availability of borrowings under the Credit Facility will be based on the value of a pool of eligible income-producing multifamily properties owned, directly or indirectly and from time to time, by the Company or subsidiaries of the Company. The Credit Facility is a three-year interest-only facility with all outstanding principal due at maturity, subject to a one-year extension option. The Credit Facility may be prepaid or terminated at any time without penalty. The proceeds of the Credit Facility may be used for general corporate purposes, including refinancing existing indebtedness and working capital. The Credit Facility is guaranteed by the Company and certain subsidiaries of the Company, and secured by a pledge of the equity interests of certain of the Company’s subsidiaries.

Borrowings under the Credit Facility will bear interest, at the Company’s option, at either the Eurodollar Rate (defined as a rate equal to LIBOR or a comparable or successor rate) for a designated interest period plus an applicable margin, or the base rate (as defined as the highest of the Bank of America prime rate, the federal funds rate plus 0.50% or the Eurodollar Rate plus 1.0%) plus an applicable margin. The anticipated applicable margin for borrowings under the Credit Facility for base rate loans will range from 0.60% to 1.20% per annum and the applicable margin for Eurodollar Rate loans will range from 1.60% to 2.20% per annum, depending on the ratio of consolidated total indebtedness to total asset value (as such terms are defined in the Credit Agreement), with the lowest rate applying if such ratio is less than 45%, and the highest rate applying if such ratio is equal to or greater than 60%. The Company is also required to pay a fee to the lenders that is assessed on the unused portion of the facility. A default rate will apply on all obligations in the event of default under the Credit Facility at 2.0% above the otherwise applicable rate.

The Company is also subject to certain financial covenants, including (i) the ratio of the Company’s consolidated indebtedness to total asset value not to exceed 65% as of the last day of each of the first six fiscal quarters ending after May 20, 2021 and 60% as of the last day of each fiscal quarter thereafter; (ii) consolidated secured recourse indebtedness other than the Credit Facility not to exceed 5% of total asset value; (iii) consolidated fixed charge coverage ratio not less than 1.35x to 1.00x as of the last day of each of the first four fiscal quarters ending after May 20, 2021 and 1.50x to 1.00x as of the last day of each

F-25

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

fiscal quarter thereafter; and (iv) tangible net worth of not less $678.8 million, plus 75% of the net proceeds of any future equity issuances by the Company or any of its consolidated subsidiaries. The Company is in compliance with each of the applicable financial covenants as of December 31, 2021.

There were no borrowings under the Credit Facility during the year ended December 31, 2021. As of December 31, 2021, availability under the Credit Facility was approximately $100.0 million and was secured by pledges of the ownership interests in the subsidiaries that own six apartment communities: Vista Apartment Homes, Cannery Lofts, Aston at Cinco Ranch, Bay Club, Windbrooke and Perimeter 5550. The Company has approximately $1.1 million of deferred finance costs for the Credit Facility which is included in Prepaid Expenses and Other Assets on the Consolidated Balance Sheet as of December 31, 2021, which will be amortized over the term of the Credit Facility. During the year ended December 31, 2021, approximately $230,000 of amortization of deferred financing costs related to the Credit Facility were included in interest expense. Accumulated amortization of deferred financing costs related to the Credit Facility as of December 31, 2021 was approximately $230,000 and the net book value of deferred financing costs related to the Credit Facility as of December 31, 2021 related to mortgage notes payable was approximately $892,000. In addition, the Company paid $188,333 in unused fees for the year ended December 31, 2021 on the Credit Facility.

Other

Mortgage notes payable assumed as part of both the Resource REIT Mergers and the acquisitions of Point Bonita Apartment Homes, Paladin (Pines of York and Evergreen at Coursey (prior to their sales)), and Maxwell were recorded at their fair values. The premium or discount is amortized over the remaining term of the loans and included in interest expense. The net premium or discount included in the consolidated balance sheets as of December 31, 2021 was approximately $162,000. For the years ended December 31, 2021 ,2020 and 2019, interest expense was increased by approximately $21,000 and reduced by approximately $315,000 and $333,000, respectively, for the amortization of the premium or discount.

As of December 31, 2021, the Company owned 37 apartment communities that served as collateral for mortgages payable. All mortgage notes are collateralized by a first mortgage lien on the assets of the respective property. The amount outstanding on the mortgages may be prepaid in full during the entire term with a prepayment penalty on the majority of mortgages held.

The mortgage notes payable are recourse only with respect to the properties that secure the notes, subject to certain limited standard exceptions, as defined in each mortgage note. These exceptions are referred to as “carveouts.” The Company has guaranteed the carveouts under mortgage notes, other than the notes with respect to the Credit Facility, by executing a guarantee with respect to the properties. In general, carveouts relate to damages suffered by the lender for a borrower’s failure to pay rents, insurance or condemnation proceeds to lender, failure to pay water, sewer and other public assessments or charges, failure to pay environmental compliance costs or to deliver books and records, in each case as required in the loan documents. The exceptions also require the Company to guarantee payment of audit costs, lender’s enforcement of its rights under the loan documents and payment of the loan if the borrower voluntarily files for bankruptcy or seeks reorganization, or if a related party of the borrower does so with respect to the subsidiary. As of December 31, 2021, the Company believes that there are no material defaults or instances of noncompliance in regards to any of these mortgages payable.

The Company had a $74.4 million mortgage note payable secured by The Bryant at Yorba Linda which included net worth, liquidity, and debt service coverage ratio covenants. The Company repaid the debt upon the sale of the property on January 20, 2022.

During the three months ended December 31, 2021, the Company repaid four mortgage notes payable (Perimeter 5550, Bay Club, Windbrooke, and Trailpoint at the Woodlands) and paid approximately $938,000 in prepayment penalties, included in Interest Expense on the Consolidated Statements of Operations.

Deferred financing costs incurred to obtain financing are amortized over the term of the related debt. During the years ended December 31, 2021, 2020 and 2019, $3.8 million, $1.5 million and $2.3 million, respectively, of amortization of deferred financing costs was included in interest expense. Accumulated amortization of deferred financing costs related to mortgages payable as of December 31, 2021 and 2020 was approximately $4.6 million and $6.3 million, respectively and the net book value of deferred financing costs as of December 31, 2021 and 2020 related to mortgage notes payable was $6.3 million and $5.7 million, respectively.

F-26

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

NOTE 9 – LEASES

As the lessee, the Company’s operating leases primarily consist of office leases, a parking lot lease and office equipment leases. These operating leases have remaining terms ranging from less than one year to six years. Some of the leases include options to extend the lease for up to an additional five years. Only those rental periods reasonably certain to be extended beyond the initial term expiration are included within the calculation of the operating lease liability. As of December 31, 2021, the payments due under the contractually obligated portion of these leases totaled $2.8 million. The market rate is used for leases, when readily determinable, in calculating the present value of lease payments for the operating lease liability. Otherwise, the incremental borrowing rate based on the information available at commencement date is used. As of December 31, 2021, the weighted average remaining lease term was 4.69 years and the weighted average discount rate was 2.21% for the Company’s operating leases. As of December 31, 2021, the Company included approximately $2.6 million in its consolidated balance sheet for operating lease right-of-use assets and liabilities.

As a part of the Self-Management Transaction, the Company assumed an office lease in Philadelphia, Pennsylvania (“the Philadelphia office lease”). The Philadelphia office lease has a remaining five-year term expiring September 2026 and requires current monthly minimum rental payments of $45,034 plus a proportionate share of the utilities, taxes and other operating expenses of the building.

The Company’s lease expense related to the parking lot lease for the years ended December 31, 2021, 2020 and 2019 was approximately $36,000, which is included in rental operating expenses in the consolidated statements of operations. The Company’s lease expense related to all other leases for the years ended December 31, 2021, 2020 and 2019 was approximately $624,000, $253,000 and $126,000, respectively, which is included in general and administrative expenses in the consolidated statements of operations.

The following table presents the Company’s annual payments for the operating lease liabilities (including reasonably assured extension periods) for each of the next five 12–month periods ending December 31, and thereafter (in thousands):

Future minimum operating lease payments:
2022	$	583
2023		572
2024		573
2025		586
2026		448
Thereafter		—
Total future minimum operating lease payments		2,762
Less: imputed interest		(138	)
Operating lease liabilities	$	2,624

F-27

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in each component of the Company's accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019 (in thousands):

Balance, January 1, 2019	$	(474	)
Reclassification adjustment for realized loss on designated derivatives		344
Designated derivatives, fair value adjustments		(88	)
Balance, December 31, 2019		(218	)
Reclassification adjustment for realized loss on designated derivatives		124
Designated derivatives, fair value adjustments		(306	)
Noncontrolling interest		9
Balance, December 31, 2020		(391	)
Reclassification adjustment for realized loss on designated derivatives		42
Designated derivatives, fair value adjustments		620
Noncontrolling interest		(9	)
Balance, December 31, 2021	$	262

NOTE 11 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the ordinary course of its business operations, the Company had relationships with several related parties.

Relationship with C-III and RAI

As of December 31, 2021, C-III and its subsidiary, Legacy Co, collectively own approximately 8.3 million common shares. Following the Self-Management Transaction and prior to September 14, 2021, C-III and Legacy Co collectively owned approximately 7.5 million OP Common Units and 319,965 OP Preferred Units and had the right to designate one individual to be included on the board of directors of the Company. In accordance with a letter agreement between the parties, on September 14, 2021, the Company redeemed all of the 319,965 outstanding Series A Preferred Units collectively held by C-III and Legacy Co for $67.5 million and exchanged all of the 7,539,737.53 common units collectively held by C-III and Legacy Co for an equivalent number of shares of common stock of the Company. In addition, on that date, the board nominee resigned his position as a member of the board of directors of the Company. Prior to the Self-Management Transaction, C-III controlled our Former Advisor as well as the external advisors to REIT II and REIT III, as indirect subsidiaries of RAI, and owned the property management entities for the Company, REIT II and REIT III.

On September 8, 2020, the Company entered into a Transitional Services Agreement with C-III, Advisor Contributor and RAI (the “Transitional Services Agreement”), pursuant to which, effective September 8, 2020 and for a one-year period, C-III provided to the Company and its affiliates and subsidiaries certain services in order to ensure an orderly transition and the continued conduct and operation of the advisory and property management business acquired by the Company in connection with the Self-Management Transaction. In connection with these services, the Company has paid C-III an agreed-upon monthly fee for each service provided, as well as reimbursement of out-of-pocket expenses incurred by C-III and RAI as a result of the provision of these services. C-III also reimbursed the Company for services provided by the Company’s employees to C-III during this period. In addition, C-III sublet from the Company a portion of the office space in Philadelphia until December 31, 2020.

Property loss pool: The Company participated (with other properties directly or indirectly managed by RAI and C-III) in a catastrophic insurance policy, which covered claims up to $250.0 million, after either a $25,000 or a $100,000 deductible per incident, depending on location and/or type of loss. Therefore, unforeseen or catastrophic losses in excess of the Company's insured limits could have a material adverse effect on the Company's financial condition and operating results. This policy expired on March 1, 2021 and was replaced with similar coverage in the normal course of business independent of RAI and C-III.

F-28

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

General liability coverage: The Company (with other properties directly managed by RAI) had an insured and dedicated limit for the general liability of $1,000,000 per occurrence. Total claims were limited to $2.0 million per premium year. In excess of these limits, the Company participated (with other properties directly or indirectly managed by RAI and C-III) in a $50.0 million per occurrence excess liability program. Therefore, the total insured limit per occurrence was $51.0 million for the general and excess liability program, after a $25,000 deductible per incident. This policy expired on March 1, 2021 and was replaced with similar coverage in the normal course of business independent of RAI and C-III.

Internal audit fees. Prior to the Self-Management Transaction, RAI performed internal audit services for the Company.

Directors and officers insurance: Prior to the Self-Management Transaction in September 2020, the Company participated in a liability insurance program for directors and officers coverage with other C-III managed entities and subsidiaries. Thereafter, until the effectiveness of the Resource REIT Mergers, the Company participated in a liability insurance program for directors and officers coverage with REIT II and REIT III.

Other expenses. The Company utilized the services of The Planning and Zoning Resource Company, a subsidiary of C-III, for zoning reports for acquisitions.

Relationship with the Former Advisor

The Company is party to an advisory agreement (the “Advisory Agreement”), pursuant to which the Former Advisor provided the Company with investment management, administrative and related services. The Advisory Agreement has a one-year term and may be renewed for an unlimited number of successive one-year terms. The current term of the Advisory Agreement expires on September 14, 2022. Under the Advisory Agreement, the Former Advisor received fees and was reimbursed for its expenses as set forth below. Following the Self-Management transaction, the Company is no longer externally advised and these fees are no longer being paid:

Acquisition fees. The Company paid the Former Advisor an acquisition fee of 2.0% of the cost of investments acquired on behalf of the Company, plus any capital expenditure reserves allocated, or the amount funded by the Company to acquire loans, including acquisition expenses and any debt attributable to such investments.

Asset management fees. The Company paid the Former Advisor a monthly asset management fee equal to one-twelfth of 1.0% of the higher of the cost or the independently appraised value of each asset, without deduction for depreciation, bad debts or other non-cash reserves. The asset management fee was based only on the portion of the costs or value attributable to the Company’s investment in an asset if the Company did not own all or a majority of an asset and does not manage or control the asset.

Disposition fees. The Former Advisor earned a disposition fee in connection with the sale of a property equal to the lesser of one-half of the aggregate brokerage commission paid, or if none is paid, 2.75% of the contract sales price.

Debt financing fees. The Former Advisor earned a debt financing fee equal to 0.5% of the amount available under any debt financing obtained for which it provided substantial services.

Expense reimbursements. The Company also paid directly or reimbursed the Former Advisor for all of the expenses paid or incurred by the Former Advisor or its affiliates on behalf of the Company or in connection with the services provided to the Company in relation to its public offering, including its ongoing distribution reinvestment plan offering.

Reimbursements also included expenses the Former Advisor incurred in connection with providing services to the Company, including the Company’s allocable share of costs for Former Advisor personnel and overhead, out of pocket expenses incurred in connection with the selection and acquisition of properties or other real estate related debt investments, whether or not the Company ultimately acquires the investment. However, the Company did not reimburse the Former Advisor or its affiliates for employee costs in connection with services for which the Former Advisor earned acquisition or disposition fees.

Following the Self-Management Transaction, REIT I, as the indirect owner of the advisor to REIT II and REIT III, received asset management fees, property management fees and debt financing fees from REIT II and REIT III until the Resource REIT Merger in January 2021.

F-29

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Relationship with Resource Real Estate Opportunity Manager

Prior to the Self-Management Transaction, Resource Real Estate Opportunity Manager (the “Manager”) managed the Company's real estate properties and real estate-related debt investments and coordinated the leasing of, and managed construction activities related to, some of the Company’s real estate properties pursuant to the terms of the management agreement with the Manager. On the date of the Self-Management Transaction, the Manager became an indirect subsidiary of the Company.

Property management fees. Prior to the Self-Management Transaction, the Manager earned 4.5% of the gross receipts from the Company's properties, provided that for properties that were less than 75% occupied, the manager received a minimum fee for the first 12 months of ownership for performing certain property management and leasing activities. The Manager subcontracted certain services to an unaffiliated third-party, Greystar, and paid for those services from its property management fee.

Construction management fees. The Manager earned a construction management fee of 5.0% of actual aggregate costs to construct improvements to, or to repair, rehab or reconstruct a property.

Debt servicing fees. The Manager earned a debt servicing fee of 2.75% on payments received from loans held by the Company for investment.

Information technology fees and operating expense reimbursement. During the ordinary course of business, the Manager or other affiliates of RAI paid certain shared information technology fees and operating expenses on behalf of the Company for which they were reimbursed.

Relationship with ACRES Commercial Realty Corp. (“ACR”)

The Company provided office space and other office-related services to ACRES Commercial Realty Corp. (f/k/a Exantas Capital Corp.) under a sublease that was assigned from RAI which terminated on March 31, 2021. In addition, three employees of the Company provided internal audit services until March 31, 2021 under an internal audit engagement letter that was assigned from RAI to Resource NewCo LLC, a subsidiary of the Company. The Company's Chief Financial Officer was a director of ACR until June 2021.

The following table presents the Company's amounts payable to, and amounts receivable from, such related parties (in thousands):

	December 31,  2021		December 31,  2020
Due from related parties:
REIT II
Management fees	$	—	$	327
Operating expense reimbursements		—		1,588
		—		1,915
REIT III
Management fees		—		79
Deferred organization and offering costs reimbursements		—		769
		—		848
	$	—	$	2,763
Due to related parties:
C-III/RAI
Self-Management Transaction consideration	$	—	$	19,125
Allocation of income to preferred unit holders		—		1,120
	$	—	$	20,245

F-30

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

The following table presents the Company's fees earned by, and expenses paid to, such related parties (in thousands):

	Years Ended
	December 31,
	2021		2020		2019
Fees earned / expenses paid to related parties:
Former Advisor (prior to 9/8/2020):
Acquisition costs (1)	$	—	$	113	$	—
Asset management fees (2)		—		8,517		12,498
Disposition fees (3)		—		—		453
Debt financing fees (4)		—		43		116
Overhead allocation (5)		—		2,955		3,663
Internal audit (5)		—		75		108
Manager (prior to 9/8/2020):
Property management fees (2)	$	—	$	4,071	$	6,034
Construction management fees (1)		—		298		500
Construction payroll reimbursements (1)		—		—		97
Operating expense reimbursements (6)		—		—		184
Debt servicing fees (2)		—		1		2
REIT II (prior to 1/28/2021):
Asset management fee income	$	669	$	2,866	$	—
Property management fee income		275		1,198		—
Debt financing fees		—		184		—
Operating expense reimbursements (5)		371		1,529		—
Internal audit (5)		8		33		—
REIT III (prior to 1/28/2021):
Asset management fee income	$	164	$	705	$	—
Property management fee income		67		295		—
C-III/RAI:
Transition services paid to C-III (5)	$	2	$	182	$	—
Transition services paid to the Company (5)		—		17		—
Sublease rent reimbursement (5)		—		15		—
Preferred unit distributions		3,161		1,406		—
Common OP unit distributions		1,110		—		—
ACR:
Internal audit (7)	$	37	$	47	$	—
Sublease rent reimbursement (5)		30		44		—
Other:
The Planning & Zoning Resource Company (4)	$	—	$	—	$	2

(1) Included in Acquisition costs on the consolidated statements of operations and comprehensive loss.

(2) Included in Management fees on the consolidated statements of operations and comprehensive loss.

(3) Included in Net gain on disposition of property on the consolidated statements of operations and comprehensive loss.

(4) Included in Mortgage notes payable, net on the consolidated balance sheets.

(5) Included in General and administrative costs on the consolidated statements of operations and comprehensive loss.

(6) Included in Rental operating expenses on the consolidated statements of operations and comprehensive loss.

(7) Included in Other revenue on the consolidated statements of operations and comprehensive loss. 

NOTE 12 – EQUITY

Preferred Stock

The Company’s charter authorizes the Company to issue 10.0 million shares of its $0.01 par value preferred stock. As of both December 31, 2021 and 2020, no shares of preferred stock were issued or outstanding.

F-31

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Common Stock

As of December 31, 2021, the Company had an aggregate of 165.8 million shares of $0.01 par value common stock outstanding, including 1.1 million shares of unvested restricted shares. In accordance with the Company's distribution reinvestment plan ("DRP"), participants in the DRP acquired shares of common stock under the plan at a price equal to 95% of the current estimated value per share of common stock. Commencing on March 31, 2021, participants acquired shares of the Company's common stock under the plan at a price equal to $8.61 per share. In conjunction with the Blackstone Merger, on January 23, 2022, the Board suspended the DRP. The following table summarizes the activity (dollars in thousands):

	Shares Issued			Gross Proceeds
Shares issued through private offering		1,279,227		$	12,737
Shares issued through primary public offering		129,923,354			1,289,845
Shares issued through stock distributions		2,406,986			—
Shares issued through distribution reinvestment plan		29,042,460			279,519
Restricted shares issued to employees		1,370,952			—
Shares issued through conversion of common OP units		7,539,738			—
Shares issued in conjunction with the Resource REIT Mergers		14,724,323			—
Total		186,287,040		$	1,582,101
Shares redeemed and retired		(20,520,287	)
Total shares issued and outstanding as of December 31, 2021		165,766,753

Convertible Stock

As of December 31, 2020, REIT I had 49,935 of $0.01 par value convertible stock outstanding. RAI owned 30,273 shares, affiliated persons owned 18,790 shares and outside investors owned 872 shares at December 31, 2020. The convertible stock would have converted into shares of the Company’s common stock upon the occurrence of certain events. Upon the closing of the REIT I Merger, each share of REIT I Convertible Stock were cancelled and converted into the right to receive $0.02 in cash (without interest).

As of December 31, 2021, the Company had 50,000 shares of $0.01 par value convertible stock outstanding, of which 18,628 were owned by current and former affiliated persons and the remaining were owned by the Company. The convertible stock will convert into shares of the Company’s common stock upon the occurrence of (a) the Company having paid distributions to common stockholders that in the aggregate equal 100% of the price at which the Company originally sold the shares plus an amount sufficient to produce a 7% cumulative, non-compounded annual return on the shares at that price; or (b) if the Company lists its common stock on a national securities exchange and, on or after the 31st trading day following the listing, the Company’s value based on the average trading price of its common stock since the listing, plus prior distributions, combine to meet the same 7% return threshold.

Each of these two events is a “Triggering Event.” Upon a Triggering Event, the Company's convertible stock will, unless its advisory agreement has been terminated or not renewed on account of a material breach by Resource Real Estate Opportunity Advisor II, LLC, a wholly-owned subsidiary of the Company, generally be converted into a number of shares of common stock equal to 1/50,000 of the quotient of:

(A) the lesser of

(i) 15% of the amount, if any, by which

(1)the value of the Company as of the date of the event triggering the conversion plus the total distributions paid to its stockholders through such date on the then-outstanding shares of its common stock exceeds

(2)the sum of the aggregate issue price of those outstanding shares plus a 7% cumulative, non-compounded, annual return on the issue price of those outstanding shares as of the date of the event triggering the conversion, or

(B) the value of the Company divided by the number of outstanding shares of common stock, in each case, as of the date of the event triggering the conversion.

F-32

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

As of December 31, 2021, no Triggering Event had occurred.

Redemption of Securities

During the year ended December 31, 2021, the Company redeemed shares of its outstanding common stock as follows:

Period	Total Number of Shares Redeemed (1)		Average Price Paid per Share
January 2021		136,685	$	9.08
February 2021		—		—
March 2021		169,112	$	9.08
April 2021		—		—
May 2021		—		—
June 2021		148,989	$	9.06
July 2021		—		—
August 2021		—		—
September 2021		240,767	$	9.06
October 2021		—		—
November 2021		—		—
December 2021		184,236	$	9.06
		879,789

(1)The shares redeemed in January 2021 were repurchased from employees upon vesting of restricted stock awards in order to facilitate the payment of taxes by the employees.

Amended Share Redemption Program

On February 3, 2021, the Board of Directors of the Company ("the Board") adopted the Fifth Amended and Restated Share Redemption Program (the “Amended SRP”) pursuant to which, subject to significant conditions and limitations of the program, stockholders of the Company could have their shares repurchased by the Company. The Amended SRP provided that redemptions would continue to be made quarterly but in an amount not to exceed proceeds from the sale of shares in the distribution reinvestment plan in the immediately preceding calendar quarter; provided that, for any quarter in which no distribution reinvestment plan proceeds were available, the funding limitation for the quarter would have been set by the Board upon ten business days’ notice to stockholders.

Additional changes to the share redemption program in the Amended SRP clarify the timing of redemption procedures. The effective date of any redemption (the “Redemption Date”) was the 15th day (or the next business day thereafter) of the last month of the calendar quarter. Redemption requests had to be received by the Company no later than the last business day of the calendar month preceding the month in which the Redemption Date falls. Payment for shares redeemed could be made no later than five business days after the Redemption Date. In addition, the Amended SRP clarified that stockholders eligible to have their shares repurchased by the Company included those who purchased their shares from REIT I or REIT III in their respective initial public offering and distribution reinvestment plans and do not include those stockholders who acquired their shares for value from another stockholder. The Amended SRP also removed any reference to the Former Advisor and its affiliates as the Company is now self-managed.

Until January 2022, the share redemption program remained partially suspended, the Company only approved requests for redemption in connection with a stockholder’s death, qualifying disability, or confinement to a long-term care facility (each as described in the Amended SRP and collectively, “Special Redemptions”).

In conjunction with the Blackstone Merger Agreement, on January 23, 2022, the Board approved the suspension of the Amended SRP.

F-33

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

Distributions Paid to Common Stockholders

For the year ended December 31, 2021, the Company paid aggregate distributions of $45.2 million including $34.6 million of distributions paid in cash and $10.6 million of distributions reinvested in shares of common stock through the Company's distribution reinvestment plan, as follows (in thousands):

Record Date	Per Common Share		Distribution Date	Net Cash Distributions		Distributions reinvested in shares of Common Stock		Total Aggregate Distributions
March 30, 2021	$	0.07	March 31, 2021	$	8,539	$	2,490	$	11,029
June 29, 2021		0.07	June 30, 2021		8,365		2,674		11,039
September 29, 2021		0.07	September 30, 2021		8,868		2,704		11,572
December 28, 2021		0.07	December 29, 2021		8,875		2,707		11,582
	$	0.28		$	34,647	$	10,575	$	45,222

Share-Based Compensation

On September 8, 2020, the board of directors of REIT I adopted the Resource Real Estate Opportunity REIT, Inc. 2020 Long-Term Incentive Plan (the “2020 LTIP”). At the effective time of the REIT I Merger, the Company assumed the 2020 LTIP as amended to replace all references to REIT I with the Company. The purpose of the 2020 LTIP is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain, and reward certain eligible persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The 2020 LTIP allows for grants to the Company’s employees, consultants, and directors of stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. The maximum aggregate number of shares of common stock of the Company that may be issued pursuant to awards granted under the 2020 LTIP is 3.5 million shares.

In conjunction with the Self-Management Transaction in September 2020, officers and certain employees of REIT I were granted awards of restricted stock of REIT I pursuant to the 2020 LTIP in the aggregate amount of 645,526 shares. Upon the REIT I Merger, these grants converted to 790,272 shares of the Company's common stock. The fair value of the shares granted as converted upon the REIT I Merger were estimated to be $9.08 per share. Of the awards granted, 779,102 shares of restricted stock are performance-based awards and vested 40%, or 311,641 shares, upon the completion of the REIT I Merger; and the remaining 60% will vest upon the completion of an initial public offering or a future liquidity event. The remaining 11,170 shares of restricted stock granted are time-based awards and will vest ratably over a three-year period. Dividends on the performance-based awards of restricted stock will not be paid but will be accrued over the vesting period. The accrual as of December 31, 2021 was approximately $169,000 and was included in Accounts payable and accrued expenses on the consolidated balance sheets.

On February 17, 2021, the Compensation Committee (the “Committee”) of the Board of the Company approved performance-based long-term equity incentive awards pursuant to the 2020 LTIP.

After the actual amount of the performance-based award is determined (or earned), the earned shares will be fully vested and generally transferable. Dividends will be deemed to have accrued on all of the earned shares during the measuring period until the determination date. Such accrued dividends on earned shares will be paid to the awardee on the determination date. Thereafter, the awardee is entitled to receive dividends as declared and paid on the earned shares. The awardee will be entitled to vote the shares from the grant date.

The awards were designed to align the executive officers’ interests with those of the Company’s stockholders and are a significant component of overall executive officer compensation.

The awards were granted effective February 17, 2021 (the grant date), and the number of shares of the Company’s common stock (the “Common Stock”) underlying the awards (that is, the number of shares corresponding to the dollar amounts described below) were determined based on the most recently approved estimated value per share of the Common Stock of $9.08 as approved by the Board on March 19, 2020.

F-34

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

The Company recorded compensation expense in the years ended December 31, 2021 and 2020 related to these awards of approximately $4.6 million and $11,000. Unrecognized compensation expense at December 31, 2021 was $7.9 million.

Employees were awarded 404,306 shares of three-year vesting restricted stock and the Company’s non-employee directors were awarded 42,980 shares of one-year vesting restricted stock during the year ended December 31, 2021. The following table presents the changes in unvested restricted stock for the year ended December 31, 2021:

	Performance Based Awards			Weighted Average Grant Date Fair Value		Time-Based Service Awards			Weighted Average Grant Date Fair Value		Total Awards
Unvested restricted shares, beginning of period		779,102		$	9.08		11,170		$	9.08		790,272
Granted		135,045		$	9.08		447,286		$	9.08		582,331
Forfeited		—					(1,651	)				(1,651	)
Vested		(311,641	)				(3,722	)				(315,363	)
Unvested restricted shares, end of period		602,506					453,083					1,055,589

Noncontrolling Interests

Noncontrolling interests represented limited partnership interests in the Operating Partnership, or OP Units, in which the Company was the general partner. General partnership units and limited partnership units of the Operating Partnership were issued as part of the initial capitalization of the Operating Partnership. OP Units were issued as part of the Self-Management Transaction in September 2020.

On September 13, 2021, the Company entered into a letter agreement with C-III and Legacy Co, pursuant to which the parties agreed to the following with respect to all outstanding operating partnership units of OP II, held by C-III and Legacy Co. C-III and Legacy Co provided their consent and waiver to the early redemption by OP II of the Series A Preferred Units at the Redemption Price (as defined in the limited partnership agreement for OP II (the “Partnership Agreement”)), plus all accrued distributions on September 14, 2021, prior to the second anniversary of the original issuance date as contemplated by the Partnership Agreement. In addition, the Company agreed to waive the two-year hold period for the exercise of the exchange right provided to C-III and Legacy Co in the Partnership Agreement with respect to their common units, and C-III and Legacy Co provided notice of exchange to OP II and the Company.

In accordance with the letter agreement, on September 14, 2021, the Company redeemed all of the 319,965 outstanding Series A Preferred Units collectively held by C-III and Legacy Co for $67.5 million and exchanged all of the 7,539,737.53 common units collectively held by C-III and Legacy Co for an equivalent number of shares of common stock of the Company. Due to the redemption and conversion as described in Note 3, there are no noncontrolling interests as of December 31, 2021.

Each OP Preferred Unit was entitled to a 7.00% per annum preferred priority return on the stated value of each OP Preferred Unit commencing on the date of issuance and ending on the fifth anniversary of the date of issuance, as well as, with respect to such distribution period, the amount of distributions a holder of such OP Preferred Unit would be entitled to receive if such OP Preferred Units were treated as part of a single class of units with the Common Units with the right to participate in distributions pari passu with the Common Units (the “Preferred Return”).

Investor Rights Agreement

On September 8, 2020, the Company, the OP, C-III and RAI entered into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, C-III and RAI (or any successor holder) has the right (i) with respect to Common Units of the OP, after September 8, 2022, and (ii) with respect to OP Preferred Units, after 180 days from the date the Company lists its common stock on a national securities exchange (the “Lock-Up Expiration”), to request the Company to register for resale under the Securities Act of 1933, as amended, all or part, but not less than 50%, of the shares of the Company’s common stock issued or issuable to such holder. The Company will use commercially reasonable efforts to file a registration statement on Form S-3 within 30 days of such request and within 60 days of such request in the case of a registration statement on Form S-11 or such other appropriate form. The Company will cause such registration statement to become effective

F-35

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

as soon as reasonably practicable thereafter. The Investor Rights Agreement also grants C-III and RAI (or any successor holder) certain “piggyback” registration rights after the Lock-Up Expiration.

For the year ended December 31, 2021, noncontrolling interests were approximately 3.5% of weighted average shares outstanding prior to their conversion to common stock and/or redemption.

The Company evaluates individual noncontrolling interests for the ability to recognize the noncontrolling interest as permanent equity on the consolidated balance sheets at the time such interests are issued and on a continual basis. Any noncontrolling interest that fails to qualify as permanent equity is reclassified as temporary equity and adjusted to the greater of (a) the carrying amount or (b) its redemption value as of the end of the period in which the determination is made. During the year ended December 31, 2021, the Company redeemed the OP Preferred Units and recognized a $342,000 expense in the Consolidated Statement of Operations to adjust the book value to redemption value.

NOTE 13 - FAIR VALUE MEASURES AND DISCLOSURES

In analyzing the fair value of its investments accounted for on a fair value basis, the Company follows the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company determines fair value based on quoted prices when available or, if quoted prices are not available, through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The fair values of cash, tenant receivables and accounts payable, approximate their carrying values due to their short nature. The hierarchy followed defines three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 - Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter; depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

Derivatives (interest rate caps), which are reported at fair value in the consolidated balance sheets, are valued by a third-party pricing agent using an income approach with models that use, as their primary inputs, readily observable market parameters. This valuation process considers factors including interest rate yield curves, time value, credit and volatility factors. (Level 2)

The following table presents information about the Company's assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as follows (in thousands):

	Level 1		Level 2		Level 3		Total
December 31, 2021
Assets:
Interest rate caps	$	—	$	1,282	$	—	$	1,282
	$	—	$	1,282	$	—	$	1,282
December 31, 2020
Assets:
Interest rate caps	$	—	$	62	$	—	$	62
	$	—	$	62	$	—	$	62

F-36

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

The following table presents the carrying amount and estimated fair value of the Company’s mortgage notes payable-outstanding borrowings (in thousands):

	December 31, 2021				December 31, 2020
	Outstanding Balance		Estimated Fair Value		Outstanding Balance		Estimated Fair Value
Mortgage notes payable- outstanding borrowings	$	1,415,321	$	1,358,503	$	830,950	$	822,859

The carrying amount of the mortgage notes payable presented is the outstanding borrowings excluding premium or discount and deferred finance costs, net. The fair value of the mortgage notes payable was estimated using rates available to the Company for debt with similar terms and remaining maturities (Level 3).

NOTE 14 - DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

As a condition of the Company’s financing facilities, from time to time the Company may be required to enter into certain derivative transactions as may be required by the lender. These transactions would generally be in line with the Company’s own risk management objectives and also serve to protect the lender.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company entered into a total of 18 interest rate caps that were designated as cash flow hedges. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended December 31, 2021, such derivatives were used to hedge the variable cash flows, indexed to USD-LIBOR and one loan indexed to SOFR, associated with an existing variable-rate loan agreement.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional approximately $144,000 will be reclassified as an increase to interest expense. During the year ended December 31, 2021, the Company repaid or refinanced 16 loans for which the associated interest rate caps remain as assets but no longer qualify as effective cash flow hedges with a fair value as of December 31, 2021 of approximately $280,000.

During the years ended December 31, 2021, 2020 and 2019, the Company recorded expenses of approximately $42,000, $124,000 and $344,000, respectively, due to amortization of premiums paid for interest rate caps.

F-37

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

The following table presents the Company's outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2021 and 2020 (dollars in thousands):

	Interest Rate Derivative	Number of Instruments	Notional Amount		Maturity Dates
December 31, 2021	Interest rate caps	18	$	626,623	January 1, 2022 through February 1, 2026
December 31, 2020	Interest rate caps	22	$	677,238	May 1, 2021 through January 1, 2025

Tabular Disclosure of Fair Value of Derivative Instrument on the Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments on the consolidated balance sheets as of December 31, 2021 and 2020 (in thousands):

Asset Derivatives

Liabilities Derivatives

December 31, 2021

December 31, 2020

December 31, 2021

December 31, 2020

Balance Sheet

Fair Value

Balance Sheet

Fair Value

Balance Sheet

Fair Value

Balance Sheet

Fair Value

Prepaid expenses and other assets

$

1,282

Prepaid expenses and other assets

$

62

—

$

—

—

$

—

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Legal Matters

On June 17, 2021, stockholders Karl R. Wilber and Julia M. Wilber, as co-trustees of the Karl R. and Julia M. Wilber Revocable Trust dtd 2/18/2002 (“Wilber Trust”), sent a letter to Alan F. Feldman alleging breaches of fiduciary duty by the directors of the Company’s predecessor entities arising from the Self-Management Transaction and Resource REIT Mergers and demanding that the board of directors of the Company (the “Board”) take action to remedy such breaches (the “Demand Letter”). On August 3, 2021, the Board formed a special committee to investigate the allegations in the Demand Letter. The special committee engaged independent counsel and conducted a full investigation and, on January 25, 2022, communicated to Wilber Trust its conclusion that the claims in the Demand Letter had no merit and would not be pursued by the Company. On February 7, 2022, the Wilber Trust filed a class action complaint in the Circuit Court for Baltimore City, Maryland (Karl R. Wilber et al. v. Alan F. Feldman et al., Case No. 24-C-22-000531) against the Board, the Company, C-III, and RRE Legacy. The complaint alleges, among other things, that (a) the former REIT II directors breached their fiduciary duties by approving the REIT I Merger given that the Self-Management Transaction provided inadequate value to both REIT I and REIT II, thus diluting the stock value of the purported class; (b) the current Board failed to consider the value of the claims in the Demand Letter when negotiating the proposed transaction with BREIT; and (c) C-III and the sponsor were unjustly enriched by the Self-Management Transaction. Wilber Trust seeks an unspecified award of compensatory damages and invalidation of the stock consideration paid to C-III and the sponsor in the Self-Management Transaction. Defendants’ response is due on April 15, 2022. The Company intends to vigorously defend against the complaint. Based on the early stage of the litigation, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of this matter.

NOTE 16 – BENEFIT PLAN

Following the Self-Management Transaction in September 2020, the Company sponsors a defined contribution 401(k) plan to provide retirement benefits for employees that meet minimum employment criteria. The Company currently matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. Employer matching contributions vest immediately upon contribution to the plan. The Company recognized approximately $272,000 and $36,000, respectively, of expense for the year ended December 31, 2021 and 2020 for employer matching contributions.

F-38

RESOURCE REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2021

NOTE 15 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this report and determined that there have not been any events that have occurred that would require adjustments to or disclosures in the consolidated financial statements, except for the following:

On January 20, 2022, the Company sold The Bryant at Yorba Linda in Yorba Linda, California for $205.5 million. The Company expects to recognize a gain on the sale during the quarter ending March 31, 2022.

On January 20, 2022, the Company sold Maxwell Townhomes in San Antonio, Texas for $48.0 million. The Company expects to recognize a gain on the sale during the quarter ending March 31, 2022.

On January 23, 2022, the Company entered into the Blackstone Merger Agreement. In addition, the Company's board of directors suspended the share redemption program and the distribution reinvestment plan offering.

On January 28, 2022, the Company repaid in the full the loans secured by Skyview, Courtney Meadows, Indigo Creek, and Meridian Pointe.

On March 22, 2022, the Company sold Sunset Ridge in San Antonio, Texas for $60.8 million. The Company expects to recognize a gain on the sale during the quarter ending March 31, 2022.

F-39

RESOURCE REIT, INC.

SCHEDULE III- REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2021

Property Name	Location	Encumbrances		Initial cost to Company		Cost capitalized subsequent to acquisition		Gross Amount at which carried at close of period		Accumulated Depreciation			Date of Construction	Date Acquired
Iroquois	Philadelphia, PA	$	—	$	11,076	$	6,578	$	17,654	$	(6,932	)	1961	6/17/2011
Cannery	Dayton, OH		—		8,273		2,468		10,741		(4,570	)	1838	5/13/2011
Trailpoint at the Woodlands	Houston, TX		—		26,496		5,056		31,552		(11,524	)	1981	6/24/2013
The Westside	Plano, TX		38,805		31,001		8,556		39,557		(13,292	)	1984	7/25/2013
Verona	Littleton, CO		41,275		23,321		11,275		34,596		(11,066	)	1985	9/30/2013
Skyview	Westminster, CO		27,750		29,509		4,425		33,934		(10,102	)	1985	9/30/2013
Maxwell Townhomes	San Antonio, TX		—		21,831		7,148		28,979		(11,672	)	1982	12/16/2013
Meridian Pointe	Burnsville, MN		37,414		32,142		6,644		38,786		(13,377	)	1988	12/20/2013
Estates at Johns Creek	Alpharetta, GA		65,650		69,111		10,796		79,907		(27,263	)	1999	3/28/2014
Perimeter Circle	Atlanta, GA		26,115		28,911		3,944		32,855		(10,556	)	1995	5/19/2014
Perimeter 5550	Atlanta, GA		—		21,796		3,732		25,528		(8,326	)	1995	5/19/2014
Aston at Cinco Ranch	Katy, TX		—		31,385		3,717		35,102		(10,843	)	2000	6/26/2014
Sunset Ridge	San Antonio, TX		28,600		34,554		7,266		41,820		(12,346	)	1949	9/4/2014
Calloway at Las Colinas	Irving, TX		51,935		47,075		12,141		59,216		(18,178	)	1984	9/29/2014
South Lamar Village	Austin, TX		23,140		23,370		5,888		29,258		(9,331	)	1981	2/26/2015
Heritage Pointe	Gilbert, AZ		60,760		35,070		8,898		43,968		(13,613	)	1986	3/19/2015
The Bryant at Yorba Linda	Orange County, CA		74,367		116,036		14,519		130,555		(27,148	)	1986	6/1/2015
Point Bonita	Chula Vista, CA		24,776		50,365		7,329		57,694		(12,402	)	1988	6/15/2015
Providence in the Park	Arlington, TX		55,250		61,490		4,702		66,192		(14,064	)	1997	12/22/2016
Green Trails	Lisle, IL		58,125		77,128		2,732		79,860		(12,996	)	1988	5/31/2017
Terraces at Lake Mary	Lake Mary, FL		30,596		43,132		2,208		45,340		(7,699	)	1998	8/31/2017
Courtney Meadows	Jacksonville, FL		25,865		40,508		2,090		42,598		(6,524	)	2001	12/20/2017
Addison at Sandy Spring	Sandy Springs, GA		21,855		33,260		3,348		36,608		(5,737	)	1986	4/17/2018
Bristol Grapevine	Grapevine, TX		32,443		43,626		4,452		48,078		(7,796	)	1978	4/25/2018
Uptown Buckhead	Atlanta, GA		25,740		42,028		245		42,273		(1,278	)	1989	1/28/2021
Crosstown at Chapel Hill	Chapel Hill, NC		42,212		76,180		843		77,023		(3,013	)	1990	1/28/2021
The Adairs	Dallas, TX		37,115		54,696		358		55,054		(1,794	)	1979	1/28/2021
1000 Spalding	Atlanta, GA		35,035		52,867		290		53,157		(1,658	)	1995	1/28/2021
Montclair	Portland, OR		30,420		49,510		393		49,903		(1,535	)	2004	1/28/2021
Grand Reserve	Naperville, IL		47,845		82,389		307		82,696		(3,233	)	1991	1/28/2021
Verdant	Boulder, CO		47,146		76,848		174		77,022		(2,439	)	1997	1/28/2021
Arcadia	Centennial, CO		56,810		88,800		498		89,298		(2,758	)	1984	1/28/2021
Ravina	Austin, TX		24,740		84,400		243		84,643		(2,994	)	2001	1/28/2021
81 Fifty at West Hills	Portland, OR		58,500		95,088		488		95,576		(2,966	)	1985	1/28/2021
The Palmer at Las Colinas	Irving, TX		58,515		86,703		1,032		87,735		(2,804	)	1991	1/28/2021
Windbrooke	Buffalo Grove, IL		—		52,819		296		53,115		(1,810	)	1986	1/28/2021
Woods of Burnsville	Burnsville, MN		35,977		68,563		430		68,993		(2,269	)	1984	1/28/2021
Indigo Creek	Glensdale, AZ		38,472		75,290		327		75,617		(2,536	)	1998	1/28/2021
Martin's Point	Lombard, IL		28,531		43,188		248		43,436		(1,505	)	1989	1/28/2021
Bay Club	Jacksonville, FL		—		34,713		250		34,963		(1,136	)	1990	1/28/2021
Tramore Village	Austell, GA		32,090		51,788		164		51,952		(1,734	)	1999	1/28/2021
Matthews Reserve	Matthews, NC		23,758		41,071		379		41,450		(1,394	)	1998	1/28/2021
Winthrop West	Riverview, FL		21,704		33,790		320		34,110		(1,331	)	1990	1/28/2021
Wimbledon Oaks	Arlington, TX		18,410		29,023		200		29,223		(999	)	1986	1/28/2021
The Summit	Alexandria, VA		27,580		37,748		251		37,999		(852	)	1976	1/28/2021
		$	1,415,321	$	2,197,968	$	157,650	$	2,355,618	$	(329,395	)

F-40

RESOURCE REIT, INC.

SCHEDULE III- REAL ESTATE AND ACCUMULATED DEPRECIATION - Continued

DECEMBER 31, 2021

	Years Ended  December 31,
	2021			2020			2019
Investments in real estate:
Balance at beginning of the year	$	1,173,930		$	1,163,727		$	1,212,720
Resource REIT Mergers		1,296,686			—			—
Improvements, etc.		28,424			11,297			14,423
Dispositions during the year		(143,422	)		(1,094	)		(63,416	)
Balance at end of year	$	2,355,618		$	1,173,930		$	1,163,727
Accumulated Depreciation:
Balance at beginning of year	$	(275,955	)	$	(225,583	)	$	(194,777	)
Sales		32,221			—			22,075
Depreciation		(88,394	)		(51,411	)		(53,802	)
Disposals		2,733			1,039			921
Balance at end of year	$	(329,395	)	$	(275,955	)	$	(225,583	)

F-41

EX-10.11

EXHIBIT 10.11

RESOURCE REIT, INC.

2022 EMPLOYEE RETENTION/TRANSACTION BONUS PLAN

Resource REIT, Inc., a Maryland corporation (the “Company”), hereby adopts this 2022 Employee Retention/Transaction Bonus Plan (the “Plan”) to be effective as of January 23, 2022 (the “Effective Date”).

1.Purposes.

It is expected that the Company, from time to time will consider the possibility of an acquisition by another company or other change in control. The current Board of Directors of the Company (the “Board”) recognizes that such possibilities can cause employees of the Company to consider alternative employment opportunities. The purpose of this Plan is to provide retention/transaction bonuses to designated employees of the Company payable upon the occurrence of the consummation of a Change in Control (as defined below) following the effective date of the Plan to assure that the Company will retain and have the continued dedication of employees, notwithstanding the possibility, threat or occurrence of such change in control of the Company.

2.Definitions.

(a) “Change in Control” shall mean a change in control of the Company which will be deemed to have occurred after the date hereof if: (i) any “person” as such term is used in Section 3(a)(9) of the Exchange Act (as defined below), as modified and used in Sections 13(d) and 14(d) thereof except that such term shall not include (A) the Company or any of its subsidiaries, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company’s common shares, or (E) any person or group as used in Rule 13d-1(b) under the Exchange Act, is or becomes the Beneficial Owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power or common shares of the Company; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than (A) a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this Section 2(a) or (B) a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any corporation or other business entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, more than 50% of the combined voting power and common shares of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (iv) there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the

Company’s assets (or any transaction having a similar effect) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than 50% of the combined voting power and common shares of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the common shares of the Company immediately prior to such sale.

(b) “Closing Date” shall mean the initial closing date of the Change in Control. In the case of a series of transactions constituting a Change in Control, “Closing Date” means the first closing that satisfies the threshold of the definition for a Change in Control.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(e) “Good Standing” means that the Participant: (i) is not in material violation of the policies of the Company as in effect from time to time; (ii) is not being investigated for material violation of the policies of the Company as in effect from time to time; and (iii) has carried out the reasonable directives of his or her supervisor.

(f) “Bonus” means the bonus amount specified for each Participant as determined by the Plan Administrator, which is set forth in a separate schedule maintained by the Company’s Chief Financial Officer.

(g) “Participant” means each of the individuals identified on a separate schedule maintained by the Company’s Chief Financial Officer and such other individuals as may be designated from time to time by the Plan Administrator as entitled to participate in the Plan.

(h) “Plan Administrator” means the Board or the committee(s) or officer(s) appointed by the Board that have authority to administer the Plan as provided in Section 3 hereto.

(i) “Section 409A” means Section 409A of the Code and any final regulations and Internal Revenue Service guidance promulgated thereunder.

3.Administration.

The Plan shall be interpreted and administered by the Board or by such committee as may be appointed by the Board from time to time. The actions of the Plan Administrator shall be final and binding on all persons, including the Participants, and shall be given the maximum deference permitted by law. The Plan Administrator, in its sole discretion, shall have the power, subject to, and within the limitations of, the express provisions of the Plan to determine from time to time which employees of the Company shall be Participants entitled to participate in the Plan and the terms under which they will be entitled to participate. In addition, the Board by resolution may authorize an officer or officers to determine from time to time which employees of the Company shall be Participants entitled to participate in the Plan and the terms under which they will be entitled to participate.

4.Retention/Transaction Bonuses.

Subject to the provisions of Section 5, on the Closing Date or as soon as practicable thereafter, but in any event within 30 days following the Closing Date, the Company will pay each Participant 100% of his or her Bonus in one lump sum cash payment.

5.Payment of Retention/Transaction Bonuses.

(a) To be eligible to receive a Bonus under the Plan, a Participant (i) must be an employee of the Company (or an affiliate of the Company) in Good Standing continuously through the Closing Date; and (ii) must sign, return and not revoke a general release of any and all claims against the Company, to the extent permitted by law, in a form provided by the Company on or before the Closing Date.

(b) Upon termination of a Participant’s employment for any reason prior to the Closing Date, such Participant shall no longer be a Participant in the Plan and shall not be entitled to receive a Bonus.

(c) Anything in the Plan to the contrary notwithstanding, if any payment or benefit a Participant would receive from the Company or otherwise (“Parachute Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G; and (ii) but for this paragraph, be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then such Parachute Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Parachute Payment that would result in no portion of the Parachute Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Parachute Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in such Participant’s receipt, on an after-tax basis, of the greater amount of the Parachute Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Parachute Payment equals the Reduced Amount and no portion of such Parachute Payment is subject to the Excise Tax, reduction shall occur in the following order: first, reduction of cash payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; second, cancellation of accelerated vesting of equity awards, which shall occur in the reverse order of the date of grant for such share awards (i.e., the vesting of the most recently granted share awards will be reduced first); and third, reduction of employee benefits, which shall occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event shall the Participant have any discretion with respect to the ordering of payment reductions.

6.Amendment or Termination of the Plan.

(a) The Plan Administrator at any time, and from time to time, prior to the Closing Date, may amend or terminate the Plan in any manner in its sole discretion; provided, however, the Plan may not be amended or terminated on or following the Closing Date without the consent of each Participant affected by the amendment or termination, except as may be required by any applicable law or as necessary to correct administrative errors.

(b) The Plan shall automatically terminate as of and effective upon the earliest to occur of: (i) the completion of all payments under the terms of the Plan; (ii) a determination by the Plan Administrator to terminate the Plan consistent with Section 6(a); and (iii) the two year anniversary of the Effective Date.

7.No Guarantee of Future Service.

Selection of an individual to participate as a Participant under the Plan shall not provide any guarantee or promise of continued service of the Participant with the Company (or any of its subsidiaries), and the Company (or any subsidiary employing a Participant) retains the right to terminate the employment of any employee at any time, with or without cause, for any reason or no reason.

8.No Equity Interest.

Neither the Plan nor any distribution hereunder creates or conveys any equity or ownership interest in the Company or any rights commonly associated with such interests, including, without limitation, the right to vote on any matters put before the shareholders of the Company.

9.Tax Withholding.

The Company shall withhold from any distributions under the Plan for any amount required to satisfy the Company’s income, employment or other tax withholding obligations under federal, state or other applicable law. Although the Company intends that this Plan be exempt from Section 409A under the “short-term deferral” rule exemption, the Company does not guarantee the tax treatment thereof.

10.Funding.

The Plan shall be funded out of the Company’s general assets. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company.

11.Bonus Plan.

ThisPlanisa “bonus program” as defined under U.S. Department of Labor regulation 2510.3-2(c).

12.Nonassignability.

To the maximum extent permitted by law, a Participant’s right or benefits under this Plan shall not be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit.

13.Choice of Law.

All questions concerning the construction, validation and interpretation of the Plan will be governed by the law of the State of Maryland without regard to its conflict of laws provisions.

14.Successors and Assigns.

The Plan shall be binding upon and shall inure to the benefit of the Company and its successors and assigns and upon the Closing Date the Company shall require its successor(s) or assign(s) to assume the Company’s obligations under the Plan.

The Resource REIT, Inc. 2022 Employee Retention/Transaction Bonus Plan is adopted effective as the Effective Date.

RESOURCE REIT, INC.

By: /s/ Shelle Weisbaum

Name: Shelle Weisbaum

Title: Chief Legal Officer, Senior Vice President and Secretary

EX-21.1

EXHIBIT 21.1

Subsidiaries of the Registrant

Subsidiaries

RRE Opportunity Holdings, LLC

RRE Iroquois, LP

RRE Iroquois Holdings, LLC

RRE Cannery Holdings, LLC

RRE Autumn Wood Holdings, LLC

RRE Village Square Holdings, LLC

RRE Brentdale Holdings, LLC

RRE Jefferson Point Holdings, LLC

RRE Centennial Holdings, LLC

RRE Pinnacle Holdings, LLC

RRE River Oaks Holdings, LLC

RRE Nicollet Ridge Holdings, LLC

RRE Addison Place, LLC

RRE Berkeley Run Holdings, LLC

RRE Berkeley Trace Holdings LLC

RRE Merrywood LLC

RRE Sunset Ridge Holdings, LLC

RRE Parkridge Place Holdings, LLC

RRE Woodmoor Holdings, LLC

RRE Gilbert Holdings, LLC

RRE Bonita Glen Holdings, LLC

RRE Yorba Linda Holdings, LLC

RRE Providence Holdings, LLC

RRE Green Trails Holdings, LLC

RRE Terraces at Lake Mary Holdings, LLC

RRE Courtney Meadows Holdings, LLC

RRE Sandy Springs Holdings, LLC

RRE Grapevine Holdings, LLC

RRE Opportunity Holdings II, LLC

RRE Opportunity OP II, LP

RRE Bear Creek Holdings, LLC

RRE Buckhead Holdings, LLC

RRE Farrington Holdings, LLC

RRE Mayfair Chateau Holdings, LLC

RRE Fairways of Bent Tree Holdings, LLC

RRE Spalding Crossing Holdings, LLC

RRE Montclair Terrace Holdings, LLC

RRE Grand Reserve Holdings, LLC

RRE Canterwood Holdings, LLC

RRE Fox Ridge Holdings, LLC

RRE Riverlodge Holdings, LLC

RRE Breckenridge Holdings, LLC

RRE Santa Rosa Holdings, LLC

RRE Windbrooke Holdings, LLC

RRE Woods Holdings, LLC

RRE Indigo Creek Holdings, LLC

RRE Martin's Point Holdings, LLC

Resource Apartment Holdings III, LLC

RRE Bay Club Holdings, LLC

RRE Tramore Village Holdings, LLC

RRE Matthews Reserve Holdings, LLC

RRE Kensington Holdings, LLC

RRE Wimbledon Oaks Holdings, LLC

RRE Summit Holdings, LLC

Revolution I Merger Sub, LLC

Revolution III Merger Sub, LLC

Resource Real Estate LLC

Resource Real Estate Opportunity Advisor, LLC

Resource Real Estate Opportunity Advisor II, LLC

Resource REIT Advisor, LLC

RRE TRS, Inc.

Resource PM Holdings LLC

Resource Real Estate Opportunity Manager, LLC

Resource Real Estate Opportunity Manager II, LLC

Resource Apartment Manager, LLC

FP-1, LLC

Evergreen at Coursey Place, LLC

RRE FNM1 LLC

RRE FNM2 LLC

RRE FNM3 LLC

RRE FNM4 LLC

The subsidiaries listed above are all incorporated in the State of Delaware.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 25, 2022, with respect to the consolidated financial statements included in the Annual Report of Resource REIT, Inc. on Form 10-K for the year ended December 31, 2021. We consent to the incorporation by reference of said report in the Registration Statement of Resource REIT, Inc. on Form S-3 (File No. 333-236040) and Form S-8 (File No. 333-252958).

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

March 25, 2022

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan F. Feldman, certify that:

1)I have reviewed this annual report on Form 10-K for the year ended December 31, 2021 of Resource REIT, Inc.;

2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4)The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5)The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	RESOURCE REIT, INC.
March 25, 2022	By:	/s/ Alan F. Feldman
		Alan F. Feldman
		Chief Executive Officer, President, and Director
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas C. Elliott, certify that:

1)I have reviewed this annual report on Form 10-K for the year ended December 31, 2021 of Resource REIT, Inc.;

2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4)The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5)The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	RESOURCE REIT, INC.
March 25, 2022	By:	/s/ Thomas C. Elliott
		Thomas C. Elliott
		Chief Financial Officer, Executive Vice President and Treasurer
		(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Resource REIT, Inc. (“the Company”) on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan F. Feldman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	RESOURCE REIT, INC.
March 25, 2022	By:	/s/ Alan F. Feldman
		Alan F. Feldman
		Chief Executive Officer, President, and Director
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Resource REIT, Inc. (“the Company”) on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas C. Elliott, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	RESOURCE REIT, INC.
March 25, 2022	By:	/s/ Thomas C. Elliott
		Thomas C. Elliott
		Chief Financial Officer, Executive Vice President and Treasurer
		(Principal Financial Officer)

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 23, 2022	Jun. 30, 2021
Cover [Abstract]
Entity Registrant Name	Resource REIT, Inc.
Entity Central Index Key	0001559484
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Emerging Growth Company	false
Entity Small Business	false
Title of 12(g) Security	Common Stock, par value $0.01 per share
Entity Shell Company	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-55430
Entity Tax Identification Number	80-0854717
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	1845 Walnut Street
Entity Address, Address Line Two	17th Floor
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	215
Local Phone Number	231-7050
Entity Common Stock, Shares Outstanding		166,259,239
Entity Public Float			$ 1,431,563,223
ICFR Auditor Attestation Flag	false
Auditor Name	GRANT THORNTON LLP
Auditor Location	Philadelphia, Pennsylvania
Auditor Firm ID	248

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Investments in real estate:
Rental properties, net	$ 1,876,047	$ 897,975
Identified intangible assets, net		5
Assets held for sale - rental properties	150,176
Total investments in real estate	2,026,223	897,980
Cash	112,838	70,015
Restricted cash	10,420	14,769
Subtotal - cash and restricted cash	123,258	84,784
Tenant receivables, net of allowance of $1,621 and $774, respectively	1,121	516
Due from related parties		2,763
Prepaid expenses and other assets	12,143	9,180
Goodwill	154,531	154,935
Total assets	2,317,276	1,150,158
Liabilities:
Mortgage notes payable, net	1,408,851	825,986
Accounts payable and accrued expenses	22,664	15,867
Accrued real estate taxes	10,960	7,370
Due to related parties		20,245
Tenant prepayments	2,231	1,210
Security deposits	4,975	2,860
Total liabilities	1,449,681	873,538
Equity:
Preferred stock, par value $.01; 10,000,000 shares authorized, none issued
Common stock, par value $.01; 1,000,000,000 shares authorized; 165,766,753 and 86,075,442 shares issued and outstanding (including 1,055,589 and 790,272 of unvested restricted shares, respectively)	1,658	861
Convertible stock; par value $.01; 50,000 shares authorized; 50,000 and 49,935 shares issued and outstanding, respectively	1	1
Additional paid-in capital	1,328,378	618,074
Accumulated other comprehensive income (loss)	262	(391)
Accumulated deficit	(462,704)	(469,736)
Total stockholders’ equity	867,595	148,809
Noncontrolling interest		127,811
Total equity	867,595	276,620
Total liabilities and equity	$ 2,317,276	$ 1,150,158

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Tenant receivables, allowance	$ 1,621,000	$ 774,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	165,766,753	86,075,442
Common stock, outstanding (in shares)	165,766,753	86,075,442
Convertible stock, par value (in dollars per share)	$ 0.01	$ 0.01
Convertible stock, authorized (in shares)	50,000	50,000
Convertible stock, issued (in shares)	50,000	49,935
Convertible stock, outstanding (in shares)	50,000	49,935
Unvested Restricted Shares
Common stock, issued (in shares)	1,055,589	790,272
Common stock, outstanding (in shares)	1,055,589	790,272

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Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues:
Rental income	$ 240,877	$ 133,242	$ 135,171
Property management fee income - related parties	342	1,493
Asset management fee income - related parties	833	3,571
Other revenue	37	232
Total revenues	242,089	138,538	135,171
Expenses:
Property operating expenses	64,845	38,786	38,480
Real estate taxes	30,355	17,210	17,036
Acquisition costs		113
Property management fees - third party	6,690	2,023
Property management fees- related party		4,071	6,029
Asset Management fees - related party		8,518	12,505
Transaction expenses	465	2,282
Casualty loss	2,359	338	302
General and administrative- Property related	5,818	3,643	3,595
General and administrative- Corporate	25,303	8,543	6,462
Loss on disposal of assets	848	656	541
Depreciation and amortization expense	96,918	51,460	53,814
Total expenses	233,601	137,643	138,764
Income (loss) before net gains on dispositions	8,488	895	(3,593)
Net gains on dispositions of properties	93,665		38,810
Income before other income (expense)	102,153	895	35,217
Other income (expense):
Interest expense	(47,377)	(25,723)	(37,908)
Interest income	22	217	374
Gain on sale of land easement		310
Insurance proceeds in excess of cost basis	311	168	570
Total other income (expense)	(47,044)	(25,028)	(36,964)
Income (loss) before income taxes	55,109	(24,133)	(1,747)
Provision for income taxes	(206)
Net income (loss)	54,903	(24,133)	(1,747)
Redemption of preferred OP units	(342)
Preferred return to preferred OP unit holders	(3,161)	(1,406)
Net income (loss) after preferred return	51,400	(25,539)	(1,747)
Less: Allocation of income to preferred unit holders attributable to noncontrolling interest	158	101
Less: Net loss attributable to noncontrolling interest	696	279
Net income (loss) attributable to common stockholders	$ 52,254	$ (25,159)	$ (1,747)
Weighted average common shares outstanding- basic	153,820	85,531	85,861
Weighted average common shares outstanding - diluted	153,889	85,531	85,861
Net loss per common share- basic and diluted	$ 0.34	$ (0.29)	$ (0.02)

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Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net income (loss)	$ 54,903	$ (24,133)	$ (1,747)
Other comprehensive income (loss):
Reclassification adjustment for realized loss on designated derivatives	42	124	344
Designated derivatives, fair value adjustments	620	(306)	(88)
Total comprehensive income (loss)	55,565	(24,315)	(1,491)
Redemption of preferred OP units	(342)
Preferred return to preferred OP unit holders	(3,161)	(1,406)
Total comprehensive income (loss) after preferred return to preferred OP unit holders	52,062	(25,721)	(1,491)
Net loss attributable to noncontrolling interest	696	279
Allocation of income to preferred unit holders attributable to noncontrolling interest	158	101
Total other comprehensive loss (income) attributable to noncontrolling interest	(9)	9
Comprehensive (income) loss attributable to noncontrolling interest	845	389
Comprehensive income (loss) attributable to common stockholders	$ 52,907	$ (25,332)	$ (1,491)

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Consolidated Statement of Changes in Equity - USD ($) $ in Thousands	Total	Common Stock	Convertible Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total Stockholders' Equity	Noncontrolling Interest
Beginning balance at Dec. 31, 2018	$ 236,306	$ 862	$ 500	$ 626,278	$ (474)	$ (390,361)	$ 236,306
Beginning balance (in shares) at Dec. 31, 2018		86,220,000	50,000
Common stock issued through distribution reinvestment plan	24,499	$ 29		24,470			24,499
Common stock issued through distribution reinvestment plan (in shares)		2,916,000
Distributions declared	(42,020)					(42,020)	(42,020)
Common stock redemptions	(34,120)	$ (41)		(34,079)			(34,120)
Common stock redemptions (in shares)		(4,051,000)
Rescission redemptions	(359)			(359)			(359)
Rescission redemptions (in shares)		(40,000)
Other comprehensive income (loss)	256				256		256
Net income (loss)	(1,747)					(1,747)	(1,747)
Ending balance at Dec. 31, 2019	182,815	$ 850	$ 500	616,310	(218)	(434,128)	182,815
Ending balance (in shares) at Dec. 31, 2019		85,045,000	50,000
Issuance of operating partnership units in Self- Management Transaction	128,200							$ 128,200
Common stock issued through distribution reinvestment plan	6,085	$ 7		6,078			6,085
Common stock issued through distribution reinvestment plan (in shares)		717,000
Issuance of restricted stock		$ 8		(8)
Issuance of restricted stock (in shares)		791,000
Stock-based compensation	10			10			10
Distributions declared	(10,449)					(10,449)	(10,449)
Common stock redemptions	(4,320)	$ (4)		(4,316)			(4,320)
Common stock redemptions (in shares)		(477,000)
Preferred return to preferred OP unit holders or Allocation of income to preferred unit holders	(1,406)					(1,305)	(1,305)	(101)
Other comprehensive income (loss)	(182)				(173)		(173)	(9)
Net income (loss)	(24,133)					(23,854)	(23,854)	(279)
Ending balance at Dec. 31, 2020	$ 276,620	$ 861	$ 500	618,074	(391)	(469,736)	148,809	127,811
Ending balance (in shares) at Dec. 31, 2020	86,075,442	86,076,000	50,000
Merger	$ 645,275	$ 712		644,563			645,275
Merger (in shares)		71,222,000
Common stock issued through distribution reinvestment plan	10,575	$ 12		10,563			10,575
Common stock issued through distribution reinvestment plan (in shares)		1,228,000
Issuance of restricted stock		$ 5		(5)
Issuance of restricted stock (in shares)		581,000
Stock-based compensation	4,572			4,572			4,572
Distributions declared	(46,332)					(45,222)	(45,222)	(1,110)
Common stock redemptions	$ (7,977)	$ (7)		(7,970)			(7,977)
Common stock redemptions (in shares)	(879,789)	(880,000)
Preferred return to preferred OP unit holders or Allocation of income to preferred unit holders	$ (3,161)					(3,016)	(3,016)	(145)
Rescission redemptions (in shares)	(20,520,287)
Conversion of common OP units to common stock		$ 75		58,581			58,656	(58,656)
Conversion of common OP units to common stock (in shares)		7,540,000
Redemption of preferred OP units	$ (67,542)					(329)	(329)	(67,213)
Other comprehensive income (loss)	662				653		653	9
Net income (loss)	54,903					55,599	55,599	$ (696)
Ending balance at Dec. 31, 2021	$ 867,595	$ 1,658	$ 500	$ 1,328,378	$ 262	$ (462,704)	$ 867,595
Ending balance (in shares) at Dec. 31, 2021	165,766,753	165,767,000	50,000

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ 54,903	$ (24,133)	$ (1,747)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on disposal of assets	848	656	541
Net gain on disposition of property	(93,665)		(38,810)
Net gain on sale of land easement		(310)
Loss on extinguishment of debt	1,462	64	69
Casualty gain	(2,966)	(703)	(527)
Depreciation and amortization	96,918	51,460	53,814
Amortization of deferred financing costs	2,554	1,478	2,320
Amortization of debt premium (discount), net	23	(315)	(333)
Realized loss on change in fair value of interest rate cap	42	124	344
Stock based compensation	4,572	10
Accretion of discount and direct loan fees and costs		(76)	(43)
Changes in operating assets and liabilities:
Tenant receivables	(292)	(327)	(6)
Due to/from related parties, net	23	1,088	(349)
Prepaid expenses and other assets	4,975	(2,008)	(19)
Accounts payable and accrued expenses	3,400	4	(1,259)
Tenant prepayments	(626)	122	(51)
Security deposits	378	354	120
Net cash provided by operating activities	72,549	27,488	14,064
Cash flows from investing activities:
Cash acquired in connection with Merger, net of acquisition costs	76,858
Proceeds from disposal of property, net of closing costs	99,402		17,532
Proceeds from sale of land easement		313
Principal payments received on loans held for investment		885	27
Working capital pain in Self-Management Transaction		(811)
Payment of consideration related to Self-Management Transaction	(19,125)	(7,875)
Insurance proceeds received for casualty losses	4,011	847	749
Capital expenditures	(28,424)	(11,297)	(14,423)
Net cash provided by (used in) investing activities	132,722	(17,938)	3,885
Cash flows from financing activities:
Redemptions of common and convertible stock	(7,977)	(4,320)	(34,120)
Recission of common stock			(359)
Redemption of preferred OP units	(67,542)
Payment of deferred financing costs	(5,523)		(116)
Borrowings on mortgages	33,202	34,369	26,676
Repayments on borrowings	(79,470)	(11,655)	(9,230)
Purchase of interest rate caps	(569)	(348)	(62)
Distributions paid on common stock and participating OP Units	(35,757)	(4,364)	(17,521)
Distributions paid to preferred unit holders	(3,161)	(286)
Net cash (used in) provided by financing activities	(166,797)	13,396	(34,732)
Net increase (decrease) in cash and restricted cash	38,474	22,946	(16,783)
Cash and restricted cash at beginning of year	84,784	61,838	78,621
Cash and restricted cash at end of year	$ 123,258	$ 84,784	$ 61,838

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Reconciliation of cash and restricted cash
Cash	$ 112,838	$ 70,015	$ 49,534
Restricted cash	10,420	14,769	12,304
Subtotal - cash and restricted cash	$ 123,258	$ 84,784	$ 61,838	$ 78,621

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Nature of Business and Operations

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Nature of Business and Operations

NOTE 1 - NATURE OF BUSINESS AND OPERATIONS

Resource REIT, Inc., (the “Company”), formerly known as Resource Real Estate Opportunity REIT II, Inc. (“REIT II”) was organized in Maryland on September 28, 2012. REIT II launched an initial public offering in February 2014, the primary portion of which terminated in February 2016. Substantially all of the business of Resource REIT, Inc. is conducted through RRE Opportunity OP II, LP (“OP II” or the “Operating Partnership”) in which Resource REIT, Inc. is the sole general partner. The Company has adopted a fiscal year ending December 31.

Resource REIT, Inc.'s objective is to make investments in apartment communities to provide investors with growing cash flow and increasing asset values. The Company has acquired underperforming apartments which it has or will renovate and stabilize in order to increase rents.

Resource REIT, Inc. elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2014. Resource REIT, Inc. also operates its business in a manner intended to permit it to maintain its exemption from registration under the Investment Company Act of 1940, as amended. As such, to maintain its REIT qualification for U.S. federal income tax purposes, the Company is generally required to distribute at least 90% of its net income (excluding net capital gains) to its stockholders as well as comply with certain other requirements. Accordingly, the Company generally will not be subject to U.S. federal income taxes to the extent that it annually distributes all of its REIT taxable income to its stockholders. The Company also operates its business in a manner that will permit it to maintain its exemption from registration under the Investment Company Act of 1940, as amended.

Prior to the execution of the REIT I Merger Agreement (as defined below), on September 8, 2020, Resource Real Estate Opportunity REIT, Inc. ("REIT I"), a non-traded real estate investment trust ("REIT") sponsored by Resource America, Inc. (“RAI”), the Company’s initial sponsor, entered into a series of transactions to become self-managed (the “Self-Management Transaction”) and succeeded to the advisory, asset management and property management arrangements in place for the Company. Accordingly, the sponsor of the Company changed from RAI to Resource Real Estate Opportunity OP, LP, the operating partnership of REIT I, while the REIT I Merger (defined below) was pending.

As of December 31, 2021, a total of 165.8 million shares of common stock, including shares issued through the distribution reinvestment plan, remain outstanding.

Blackstone Merger

On January 23, 2022, the Company, Rapids Parent LLC (“Parent”) and Rapids Merger Sub LLC (“Rapids Merger Sub”) entered into an Agreement and Plan of Merger (the “Blackstone Merger Agreement”). The Blackstone Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Rapids Merger Sub (the “Blackstone Merger”). Upon completion of the Blackstone Merger, Rapids Merger Sub will survive and the separate existence of the Company will cease. The Blackstone Merger and the other transactions contemplated by the Blackstone Merger Agreement were unanimously approved by the Company’s Board of Directors (the “Board”). Parent and Rapids Merger Sub are affiliates of Blackstone Real Estate Income Trust, Inc. (“BREIT”), which is an affiliate of Blackstone Inc.

Pursuant to the terms and conditions in the Blackstone Merger Agreement, at the effective time of the Blackstone Merger (the “Effective Time”), each share of common stock (or fraction thereof), $0.01 par value per share, of the Company that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $14.75 (the “Common Stock Consideration”), without interest. In addition, at the Effective Time, each share of convertible stock (or fraction thereof), $0.01 par value per share, of the Company that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $1,846.76, without interest.

The Blackstone Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants by the Company to conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, subject to certain exceptions, during the period between the execution of the Blackstone Merger Agreement and the consummation of the Blackstone Merger.

The consummation of the Blackstone Merger is subject to certain customary closing conditions, including, among others, approval of the Blackstone Merger by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to cast a vote on the Blackstone Merger (the “Stockholder Approval”). The Company will hold a special meeting on May 16, 2022 for the purpose of obtaining the Stockholder Approval. In addition, the holders of at least two-thirds of the outstanding shares of the Company’s convertible stock entitled to vote on the Blackstone Merger have approved the Blackstone Merger by written consent in accordance with Maryland law and our charter and bylaws.

Mergers with Resource Real Estate Opportunity REIT, Inc. and Resource Apartment REIT III, Inc.

On September 8, 2020, REIT II entered into merger agreements (as described herein) to acquire each of REIT I and Resource Apartment REIT III, Inc. (“REIT III”) in stock-for-stock transactions whereby each of REIT I and REIT III were to be merged into one of REIT II’s wholly owned subsidiaries. The REIT I Merger (as defined below) and the REIT III Merger (as defined below) are referred to collectively herein as the Resource REIT Mergers. Each of the Resource REIT Mergers was intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended. The Resource REIT Mergers became effective as of January 28, 2021.

REIT I Merger

On September 8, 2020, REIT II, OP II, Revolution I Merger Sub, LLC, a wholly-owned subsidiary of REIT II (“Merger Sub I”), REIT I, and Resource Real Estate Opportunity OP, LP (“OP I”), the operating partnership of REIT I, entered into an Agreement and Plan of Merger (the “REIT I Merger Agreement”).

Effective January 28, 2021, REIT I merged with and into Merger Sub I, with Merger Sub I surviving as direct, wholly-owned subsidiary of REIT II (the “REIT I Company Merger”) and OP I merged with and into OP II (the “REIT I Partnership Merger” and, together with the REIT I Company Merger, the “REIT I Merger”), with OP II surviving. At such time, the separate existence of REIT I and OP I ceased. At the effective time of the REIT I Company Merger, each issued and outstanding share of REIT I’s common stock (or fraction thereof) converted into the right to receive 1.22423 shares of REIT II’s common stock, and each issued and outstanding share of REIT I’s convertible stock converted into the right to receive $0.02 in cash (without interest).

At the effective time of the REIT I Partnership Merger, each common unit of partnership interests in OP I outstanding immediately prior to the effective time of the REIT I Partnership Merger converted into the right to receive 1.22423 common units of partnership interest in OP II ("OP Common Units") and each Series A Cumulative Participating Redeemable Preferred Unit in OP I issued and outstanding immediately prior to the effective time of the REIT I Partnership Merger converted into the right to receive one Series A Cumulative Participating Redeemable Preferred Unit in OP II ("OP Preferred Units").

REIT III Merger

On September 8, 2020, REIT II, OP II, Revolution III Merger Sub, LLC, a wholly-owned subsidiary of REIT II (“Merger Sub III”), REIT III, and Resource Apartment OP III, LP (“OP III”), the operating partnership of REIT III, entered into an Agreement and Plan of Merger (the “REIT III Merger Agreement”).

Effective January 28, 2021, REIT III merged with and into Merger Sub III, with Merger Sub III surviving as a direct, wholly-owned subsidiary of REIT II (the “REIT III Company Merger”) and OP III merged with and into OP II (the “REIT III Partnership Merger” and, together with the REIT III Company Merger, the “REIT III Merger”), with OP II surviving the REIT III Partnership Merger. At such time, the separate existence of REIT III and OP III ceased. The REIT I Merger and the REIT III Merger are hereinafter together referred to as the “Resource REIT Mergers”.

At the effective time of the REIT III Company Merger, each issued and outstanding share of REIT III’s common stock (or fraction thereof) converted into the right to receive 0.925862 shares of REIT II’s common stock. At the effective time of the REIT III Partnership Merger, each common unit of partnership interests in OP III outstanding immediately prior to the effective time of the REIT III Partnership Merger was retired and ceased to exist. In addition, for each share of REIT II common stock issued in the REIT III Company Merger, a common unit of partnership interest was issued to REIT II by OP II.

Effective as of the close of the REIT I Merger, REIT II acquired Resource Real Estate Opportunity Advisor II, LLC and Resource Real Estate Opportunity Advisor, LLC (the “Former Advisor”), Resource Apartment Advisor III, LLC and became a

self-managed REIT. In connection with the Resource REIT Mergers, REIT II was the legal acquirer and REIT I was the accounting acquirer for financial reporting purposes, as discussed in Note 6, Rental Properties. Thus, the financial information set forth herein subsequent to the Resource REIT Mergers reflects results of the combined entity, and the financial information set forth herein prior to the Resource REIT Mergers reflects REIT I’s results. For this reason, period to period comparisons may not be meaningful.

On September 8, 2020, REIT I, entered into a series of transactions to become self-managed (the “Self-Management Transaction”) as further described in Note 3, Self-Management Transaction, and succeeded to the advisory, asset management and property management arrangements in place for the Company.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America ("GAAP").

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Segment Reporting

The Company does not evaluate performance on a relationship specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist of periodic temporary deposits of cash. At December 31, 2021, the Company had $125.3 million of deposits at various banks, $108.1 million of which were over the insurance limit of the Federal Deposit Insurance Corporation. No losses have been experienced on such deposits.

Rental Properties

The Company records acquired real estate at fair value on their acquisition date. The Company considers the period of future benefit of an asset to determine its appropriate useful life and depreciates the asset using the straight line method. The Company's estimated useful lives of its assets by class are as follows:

Buildings	27.5 years
Building improvements	5.0 to 27.5 years
Furniture and fixtures	2.0 to 5.0 years
Tenant improvements	Shorter of lease term or expected useful life
Lease intangibles	Weighted average remaining term of related lease

Improvements and replacements are capitalized when they have a useful life greater than or equal to one year. The Company pays a construction management fee of 5.0% of actual aggregate costs to Greystar to construct improvements, or to repair, rehab or reconstruct a property. These costs are capitalized along with the related asset. Costs of repairs and maintenance are expensed as incurred.

As of December 31, 2021, the Company's real estate investments located in Texas, Georgia, Illinois, Colorado, and California represent approximately 26%, 13%, 12%, 10%, and 7% of the portfolio. This makes it particularly susceptible to adverse economic developments in these real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for multifamily rentals resulting from the local business climate, could negatively affect the Company's liquidity and adversely affect its ability to fund its ongoing operations.

Impairment of Long Lived Assets

The Company periodically evaluates its long-lived assets, primarily investments in rental properties, for impairment indicators. The review considers factors such as past and expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for permanent impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. An impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss would be the adjustment to fair value less the estimated cost to dispose of the asset.

In conjunction with the Resource REIT Merger and for the Company’s annual estimated value per share calculation in 2020 and 2019, the Company engaged with a third-party to provide the estimated fair value of its rental properties as of January 28, 2021, December 31, 2020 and 2019, respectively. The Company compared these values to its carrying values and concluded that there was no indication that the carrying value of the Company’s investments in real estate were not recoverable as of December 31, 2021, 2020 and 2019. There were no impairment losses recorded on long lived assets during the years ended December 31, 2021, 2020 and 2019.

Casualty Loss

The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage and business interruption. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is recorded in other income when the proceeds are received.

Allocation of Purchase Price of Acquired Assets

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU No. 2017-01"). Acquisitions that do not meet the definition of a business under this guidance are accounted for as asset acquisitions. In most cases, the Company believes that acquisitions of real estate will no longer be considered a business combination as in most cases substantially all of the fair value is concentrated in a single identifiable asset or group of tangible assets that are physically attached to each other (land and building). However, if the Company determines that substantially all of the fair value of the gross assets acquired is not concentrated in either a single identifiable asset or in a group of similar identifiable assets, the screen is not met, and the Company will then perform an assessment to determine whether the set is a business by using the framework outlined in the ASU. If the Company determines that the acquired asset is not a business, the Company will allocate the cost of the acquisition including transaction costs to the assets acquired or liabilities assumed based on their related fair value.

Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings, fixtures and improvements, identified intangible lease assets, consisting of the value of above-market and below-market leases, as applicable, the value of in-place leases, the value of tenant relationships, and liabilities, based in each case on their fair values.

The Company records above-market and below-market in-place lease values for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The Company amortizes any capitalized above-market or below-market lease values as an increase or reduction to rental income over the remaining non-cancelable terms of the respective leases.

The Company measures the aggregate value of other intangible assets acquired based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued as if vacant. Management’s estimates of value are determined by independent appraisers (e.g., discounted cash flow analysis). Factors to be considered in the analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases.

In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. Management also estimates costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction.

The total amount of other intangible assets acquired is further allocated to customer relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

The Company amortizes the value of in-place leases to expense over the remaining term of the underlying leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does amortization periods for the intangible assets exceed the remaining depreciable life of the building.

The determination of the fair value of the assets and liabilities acquired requires the use of significant assumptions with regard to current market rental rates, discount rates and other variables. The use of inappropriate estimates would result in an incorrect assessment of the fair value of these assets and liabilities, which could impact the Company's reported net income (loss).

Goodwill

The Company records the excess of the cost of an acquired entity over the difference between the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed as goodwill. Goodwill is not amortized but is tested

for impairment at a level of reporting referred to as a reporting unit during the fourth quarter of each calendar year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. There have been no such events or changes in circumstances during the years ended December 31, 2021 and 2020.

Revenue Recognition and Receivables

The Company recognizes minimum rent, including rental abatements and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related lease, which is accounted for in accordance with Accounting Standards Codification ("ASC") 842, Leases (“ASC 842”).

The future minimum rental payments to be received from noncancelable operating leases are approximately $124.2 million and $1.7 million for the years ending December 31, 2022 and 2023, and none thereafter. These figures include future minimum rentals from noncancelable operating leases for residential real estate properties held for sale of approximately $9.8 million and $130,000 for the years ending December 31, 2022 and 2023, and none thereafter. The future minimum rental payments to be received from noncancelable operating leases for both commercial rental properties and antenna rentals are $423,000, $389,000, $336,000, $253,000, and $184,000 for the years ending December 31, 2022 through December 31, 2026, respectively, and $1.1 million thereafter.

Revenue is primarily derived from the rental of residential housing units for which the Company receives minimum rents and utility reimbursements pursuant to underlying tenant lease agreements. The Company also receives other ancillary fees for administration of leases, late payments, amenities, and revenue sharing arrangements for cable income from contracts with cable providers at the Company's properties (discussed below). A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company records the utility reimbursement income and ancillary charges in the period when the performance obligation is completed, either at a point in time or on a monthly basis as the service is utilized.

The Company has cable income revenue sharing arrangements from contracts with cable providers at the Company's properties. Included in accrued expenses and other liabilities on the consolidated balance sheets at December 31, 2021 and 2020 is a contract liability related to deferred revenue from contracts with cable providers of approximately $1.7 million and $760,000, respectively. The Company recognizes income from these contracts on a straight line basis over the contract period of 10 years to 12 years. During the years ended December 31, 2021, 2020 and 2019, approximately $275,000, $118,000 and $77,000, respectively of revenue from the contract liability was recognized as income.

The Company evaluates its portfolio of operating leases for collectability at both the onset of the underlying leases and on an ongoing basis. Tenant receivables include amounts for which collectability was assessed as probable in accordance with the guidance in ASC 842-30. For tenant receivables, which include base rents, straight-line rentals, expense reimbursements and other revenue or income, the Company also estimates a general allowance for uncollectible accounts under ASC 450-20. The Company determines the collectability of its receivables related to rental revenue by considering a number of factors, including the length of time receivables are past due, security deposits held, the Company’s previous loss history, the tenants’ current ability to pay their obligations to the Company, and the condition of the general economy and the industry as a whole. If collectability is not probable, the Company adjusts rental income for the amount of the uncollectible revenue.

Due to the COVID-19 pandemic, some residents have experienced difficulty making rent payments and the Company’s receivables have increased compared to historical levels. As of December 31, 2021 and 2020, the Company recorded a $1.6 million and $774,000, respectively, allowance for bad debts to appropriately reflect management’s estimate for uncollectible accounts. The total adjustment to rental and other property income for the years ended December 31, 2021, 2020 and 2019 were $2.0 million, $1.2 million and $299,000 respectively, for provision for bad debt, net of recoveries. The provision for bad debts was recorded as a reduction to rental income in the Company’s consolidated statements of operations and comprehensive loss. The age of the receivables included in the allowance balance at December 31, 2021 was: 13.1% less than 30 days past due, 11.9% 31-60 days past due, 1.2% 61-90 days past due and 73.8% over 90 days past due.

Following the Self- Management Transaction (described in Note 3 below) through the effective date of the Resource REIT Mergers on January 28, 2021, the Company received asset management and property management fees from REIT II and REIT III. The monthly asset management fee was equal to one-twelfth of 1.0% of the cost of each asset held by REIT II and one-twelfth of 1.0% of the appraised value of each asset held by REIT III, without deduction for depreciation, bad debts or other non-cash reserves. The monthly property management fee was calculated based on 4.5% of the gross monthly receipts from REIT II's

and REIT III’s properties. The Company recognized revenue for both asset and property management fees as earned on a monthly basis. The Company had determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for asset and property management services are satisfied as the services are rendered. The Company was compensated for its services on a monthly basis and these services represent a series of distinct daily services in accordance with ASC 606. As a result of the Resource REIT Mergers, these fees are no longer being paid.

Leases

For operating leases where the Company is the lessor, the underlying leased asset is recognized as real estate on the balance sheet. The Company, as a lessor of multifamily apartment units, has nonlease components associated with these leases (i.e. common area maintenance, utilities, etc.). The Company combines nonlease component revenue streams and accounts for them as a combined component with leasing revenue.

For leases in which the Company is the lessee, primarily consisting of office leases, a parking lot lease, and office equipment leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability equal to the present value of the minimum lease payments. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. The Company uses a market rate for equipment leases, when readily determinable, in calculating the present value of lease payments. Otherwise, the incremental borrowing rate is used. The operating lease ROU asset includes any lease payments and excludes lease incentives. Operating lease terms may include options to extend the lease when it is reasonably certain the lease will be extended. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Income Taxes

The Company elected to be taxed as a REIT, commencing with its taxable year ended December 31, 2014. To maintain its REIT qualification for U.S. federal income tax purposes, the Company is generally required to distribute at least 90% of its taxable net income (excluding net capital gains) to its stockholders as well as comply with other requirements, including certain asset, income and stock ownership tests. As a REIT, the Company is not subject to federal corporate income tax to the extent that it distributes 100% of its REIT taxable income each year. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it is subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year in which it fails its REIT qualification. Accordingly, the Company’s failure to qualify as a REIT could have a material adverse impact on its results of operations and amounts available for distribution to its stockholders.

The dividends paid deduction of a REIT for qualifying dividends to its stockholders is computed using the Company’s taxable income as opposed to net income reported on the financial statements. Taxable income, generally, will differ from net income reported on the financial statements because the determination of taxable income is based on tax provisions and not financial accounting principles.

The Company may elect to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A TRS is subject to U.S. federal, state and local corporate income taxes. While a TRS may generate net income, a TRS can declare dividends to the Company which will be included in the Company’s taxable income and necessitate a distribution to its stockholders. Conversely, if the Company retains earnings at a TRS level, no distribution is required and the Company can increase book equity of the consolidated entity. As of December 31, 2021 and 2020, the Company treated one of its subsidiaries as a TRS.

The Company evaluates the benefits from tax positions taken or expected to be taken in its tax return. Only the largest amount of benefits from tax positions that will more likely than not be sustainable upon examination are recognized by the Company. The Company does not have any unrecognized tax benefits, nor interest and penalties, recorded in its consolidated financial statements and does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next 12 months.

The Company is subject to examination by the U.S. Internal Revenue Service and by the taxing authorities in other states in which the Company has significant business operations. The Company is not currently undergoing any examinations by taxing authorities. The Company is not subject to IRS examination for the tax return years 2017 and prior.

Earnings Per Share

Basic earnings per share is calculated on the basis of the weighted-average number of common shares outstanding during the year. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average common shares outstanding during the period. Diluted earnings per share take into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted to common stock. Distributions declared per common share assume each share was issued and outstanding each day during the period or based upon the two-class method, whichever is more dilutive.

The following table sets forth the computation of basic and diluted earnings per share for the periods presented (in thousands, except per share amounts):

	Years Ended December 31,
	2021			2020			2019
Numerator for earnings per share:
Net income (loss)	$	54,903		$	(24,133	)	$	(1,747	)
Redemption of preferred OP units		(342	)		—			—
Preferred return to preferred OP unit holders		(3,161	)		(1,406	)		—
Net income (loss) after preferred return		51,400			(25,539	)		(1,747	)
Less: Allocation of income to preferred unit holders attributable to noncontrolling interest		158			101			—
Less: Net loss attributable to noncontrolling interest		696			279			—
Net income (loss) attributable to common stockholders	$	52,254		$	(25,159	)	$	(1,747	)
Denominator for earnings per share:
Weighted average common shares outstanding		153,820			85,531			85,861
Denominator for basic earnings per share		153,820			85,531			85,861
Weighted average unvested restricted stock		69			—			—
Denominator for diluted earnings per share		153,889			85,531			85,861
Earnings per weighted average common share:
Basic	$	0.34		$	(0.29	)	$	(0.02	)
Diluted	$	0.34		$	(0.29	)	$	(0.02	)

None of the shares of convertible stock (see Note 12) or 467,461 unvested performance awards that vest only upon a liquidation event are included in the diluted earnings per share calculations, because the necessary conditions for conversion have not been satisfied as of December 31, 2021 (were such date to represent the end of the contingency period).

Prior to their redemption and/or conversion, net losses attributable to outstanding OP Common Units and OP Preferred Units were included in net (income) loss attributable to noncontrolling interest, and therefore, were excluded from the calculation of income (loss) per common share, basic and diluted, for all periods presented.

Reclassifications

Certain amounts in the prior years’ financial statements have been reclassified to conform to the current-year presentation. On the consolidated statements of operations, Management fees- related party were split into two line items, Property management fees – related party and Asset management fees- related party; certain administrative expenses previously reflected in rental operating expenses are now included in general and administrative expenses; general and administrative is now presented in two line items for corporate and property related; and casualty losses have been broken out from rental operating expenses and presented on a separate line. On the consolidated balance sheet, Operating lease right-of-use assets is included in

Prepaid expenses and other assets, and Operating lease liabilities are now included in Accounts payable and accrued expenses. All shares presented for prior periods have been converted based on the exchange ratio of 1.22423 (See REIT I Merger in Note 1). The impact of the reclassifications made to prior year amounts are not material and did not affect net loss.

Adoption of New Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848).” ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. During the year ended December 31, 2021, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. 

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Self-Management Transaction

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Self-Management Transaction

NOTE 3 - SELF-MANAGEMENT TRANSACTION

On September 8, 2020, OP I, entered into the Self-Management Transaction with Resource PM Holdings LLC (“PM Holdings”), Resource NewCo LLC (“Advisor Holdings”), C-III Capital Partners LLC (“C-III” or “PM Contributor”), RRE Legacy Co, LLC (formerly known as Resource Real Estate, LLC) (“Advisor Contributor” or “Resource Real Estate”) and Resource America, Inc. (“RAI”), pursuant to which C-III and RAI contributed to OP I all of the membership interests in PM Holdings and Advisor Holdings and certain assets related to the business of PM Holdings and Advisor Holdings including 100% of the membership interests in PM Holdings and Advisor Holdings and $659,000 of leasehold improvements and furniture in exchange for approximately 6.2 million common operating partnership units in OP I (“OP I Common Units”) and 319,965 Series A Preferred Units in OP I (“OP I Preferred Units”) (collectively “OP I Units”). Additional consideration included the following deferred payments in cash: (i) $7.5 million paid upon the effectiveness of the Resource REIT Merger; (ii) six monthly payments of $2.0 million, totaling $12.0 million, for the six months following the closing of the Self-Management Transaction and (iii) 12 monthly payments of $625,000, totaling $7.5 million, for the 12 months following the closing of the Self-Management Transaction. At the time of the REIT I Partnership Merger, the OP I Common Units converted into approximately 7.5 million OP Common Units; the participation rights of the OP I Preferred Units increased to 391,711 OP Preferred Units.

On September 13, 2021, the Company entered into a letter agreement with C-III and Legacy Co, and on September 14, 2021, the Company redeemed all of the 319,965 outstanding Series A Preferred Units collectively held by C-III and Legacy Co and exchanged all of the 7,539,737.53 common units collectively held by C-III and Legacy Co for an equivalent number of shares of common stock of the Company.

As part of the Self-Management Transaction, REIT I paid outstanding obligations due to RAI of approximately $811,000, presented in the table below as “Net working capital” consisting primarily of approximately $4.3 million in accrued management fees transferred to the Company as well as approximately $150,000 of prepaid rent, software subscriptions, and security deposits. Additionally, the Company assumed payroll liabilities of approximately $2.9 million and approximately $684,000 due to the third-party property manager, Greystar. The operating leases for office space in Philadelphia, Pennsylvania and Denver, Colorado were assumed. In accordance with ASC 842, Leases, an operating lease right of use asset and liability were calculated and reflected as part of the Self-Management Transaction.

As part of the Self-Management Transaction, OP I hired the workforce currently responsible for the management and day-to-day real estate and accounting operations of the Company under the various agreements acquired.

As part of the Self-Management Transaction, REIT I recorded approximately $2.3 million of transaction costs during the year ended December 31, 2020.

Under the terms of the Self-Management Transaction, the following consideration was given in exchange (in thousands):

Fair value of OP I Units issued	$	128,200
Net working capital		811
Subsequent consideration		27,000
Net consideration	$	156,011

The Self-Management Transaction was accounted for as a business combination in accordance with ASC 805, which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date and transaction costs to be expensed. The fair value of the OP Units issued was based on a valuation report prepared by a third-party valuation specialist that was subject to management’s review and approval. The following table summarizes the purchase price allocation (dollars in thousands):

Assets:
Due from related parties	$	4,299
Prepaid expenses and other assets		150
Goodwill		154,531
Property and equipment		659
Operating lease right-of-use assets		3,244
Total assets acquired	$	162,883
Liabilities:
Other liabilities	$	3,628
Operating lease liabilities		3,244
Total liabilities assumed		6,872
Net assets acquired	$	156,011

The allocation of the purchase price above required a significant amount of judgment and represented management’s best estimate of the fair value as of the acquisition date.

Goodwill

In connection with the Self-Management Transaction, the Company recorded goodwill of approximately $154.5 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded represents the Company's management structure and the cost savings associated with acquiring the Advisor and eliminating the management fee arrangement.

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION

The following table presents supplemental cash flow information (in thousands):

	Years Ended
	December 31,
	2021		2020		2019
Non-cash financing and investing activities:
Stock issued pursuant to distribution reinvestment plan	$	10,575	$	6,085	$	24,499
Accrual for construction in process		2,237		848		2,470
Repayments on borrowings through refinancing		461,968		130,539		58,350
Lease liabilities arising from obtaining right-of-use assets		—		—		526
Accrued allocation of income to preferred unit holders		—		1,120		—
Deferred financing costs, interest, and fees funded through refinancing		—		3,245		973
Non-cash activity related to sales:
Mortgage notes payable settled directly with proceeds from sale of rental property		65,900		—		61,041
Non-cash activity related to Self-Management Transaction:
Due to related parties for acquisition of net assets acquired in Self-Management Transaction		—		19,125		—
Operating Partnership units issued in exchange for net assets acquired in Self-Management Transaction		—		128,200		—
Non-cash activity related to Resource REIT Merger:
Net assets acquired in REIT II Merger in exchange for common shares		543,840		—		—
Net assets acquired in REIT III Merger in exchange for common shares		101,435		—		—
Implied REIT I common stock issued in exchange for net assets acquired in Resource REIT Merger		645,275		—		—
Cash paid during the period for:
Interest	$	41,865	$	25,106	$	35,936

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Restricted Cash

12 Months Ended

Dec. 31, 2021

Cash And Cash Equivalents [Abstract]

Restricted Cash

NOTE 5 - RESTRICTED CASH

Restricted cash represents escrow deposits with lenders to be used to pay real estate taxes, insurance, debt service, and capital improvements. The following table presents a summary of the components of the Company's restricted cash (in thousands):

	December 31, 2021		December 31, 2020
Real estate taxes	$	6,879	$	7,910
Insurance		1,486		1,350
Debt service reserve		157		2,045
Capital improvements		1,898		3,464
Total	$	10,420	$	14,769

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Investments in Real Estate

12 Months Ended

Dec. 31, 2021

Real Estate [Abstract]

Investments in Real Estate

NOTE 6 - INVESTMENTS IN REAL ESTATE

As of December 31, 2021, the Company's investments in rental properties consisted of 45 apartment properties that contain 13,707 units. The following table summarizes the Company’s investments in rental properties (in thousands):

	December 31, 2021			December 31, 2020
Land	$	293,492		$	196,355
Building and improvements		1,799,028			929,323
Furniture, fixtures and equipment		53,438			46,879
Construction in progress		8,318			1,374
		2,154,276			1,173,931
Less: accumulated depreciation		(278,229	)		(275,956	)
	$	1,876,047		$	897,975

Depreciation expense for the years ended December 31, 2021, 2020, and 2019 was approximately $88.5 million, $51.5 million, and $53.8 million, respectively.

Assets Held for Sale

During the three months ended December 31, 2021, the Company entered into agreements to sell three rental properties, Maxwell Townhomes, The Bryant at Yorba Linda and Sunset Ridge, with net book values totaling approximately $150.2 million. The Company confirmed the intent and ability to sell these properties in their present conditions and these properties qualified for held for sale accounting treatment upon meeting all applicable criteria prior to December 31, 2021, at which time depreciation ceased. As such, the assets associated with these properties were separately classified and included as assets held for sale on the Company's consolidated balance sheet as of December 31, 2021. The Company completed the sales of Maxwell Townhomes and The Bryant at Yorba Linda on January 20, 2022 and Sunset Ridge on March 22, 2022.

The following table summarizes the Company's investments in rental properties held for sale (in thousands):

	December 31, 2021
Land	$	58,577
Building and improvements		134,489
Furniture, fixtures and equipment		8,179
Construction in progress		97
		201,342
Less: accumulated depreciation		(51,166	)
Assets held for sale - rental properties	$	150,176

Resource REIT Mergers

Both the REIT I Merger and the REIT III Merger (collectively the “Resource REIT Mergers”) were accounted for as asset acquisitions under ASC 805 as substantially all of the fair value of the gross assets acquired are Class B multifamily rental properties. The total purchase price was allocated to the individual assets acquired and liabilities assumed based upon their relative fair values.

Based on an evaluation of the relevant factors and the guidance in ASC 805, all of which required significant management judgment, the entity in the Resource REIT Mergers considered the acquirer for accounting purposes was not the legal acquirer. In order to make this determination, various factors were analyzed, including which entity issued its equity interests, relative voting rights, existence of minority interests (if any), control of the board of directors, management composition, relative size, transaction initiation, and other factors such as operational structure, and relative composition of employees, and

other factors. The strongest factors identified were the relative size of the companies and management composition. Based on financial measures, REIT I was a larger entity than REIT II and REIT III. REIT I had more common stock outstanding at a higher net asset value than REIT II and REIT III and upon the consummation of the Resource REIT Mergers was issued more shares of REIT II than were held by REIT II stockholders or than were issued to REIT III stockholders in the REIT III Merger. REIT I also contained the management entity. Based on these factors, REIT I was concluded to be the accounting acquirer.

The assets (including identifiable intangible assets) and liabilities of REIT II and REIT III as of the effective time of the respective Resource REIT Mergers were recorded at their respective relative fair values and added to those of REIT I. Transaction costs incurred by REIT I in connection with the Resource REIT Mergers were capitalized in the period in which the costs were incurred and services were received. The total purchase price was allocated to the individual assets acquired and liabilities assumed based upon their relative fair values based on appraisals and other methods. Intangible assets were recognized at their relative fair values in accordance with ASC 805.

The REIT I Merger was effected by each of REIT I’s 70.3 million issued and outstanding shares of common stock being converted into the right to receive 1.22423 shares (“REIT I Exchange Ratio”) of common stock of REIT II (“REIT II Common Stock”), for a total of 86.1 million newly issued shares of REIT II Common Stock. The 60.0 million issued and outstanding shares of REIT II Common Stock that were outstanding at the time of the REIT I Merger remain outstanding. As the REIT I Merger is considered a reverse acquisition, the total consideration transferred was computed on the basis of an estimated net asset value per share of the merged entity of $9.06 per share as of January 28, 2021, divided by the REIT I Exchange Ratio to compute the estimated REIT I value per share as of January 28, 2021 of approximately $11.09 per share. Consideration transferred is calculated as such (in thousands except share and per share data):

Merged entity estimated net asset value as of Resource REIT Merger date	$	9.06
REIT I exchange ratio		1.22423
REIT I estimated value per share as of January 28, 2021	$	11.09
REIT II common stock outstanding as of January 28, 2021		60,026,513
REIT I exchange ratio		1.22423
Implied REIT I common stock issued as consideration		49,032,055
REIT I estimated value per share as of January 28, 2021	$	11.09
Value of implied REIT I common stock issued as consideration	$	543,840

The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of $5.0 million in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT II, is as follows (in thousands):

Assets:
Land	$	127,920
Building and improvements		940,630
Intangibles		6,765
Cash and restricted cash		67,563
Other assets		6,062
Total assets	$	1,148,940
Liabilities:
Mortgage notes payable, net of $3.0 million discount	$	580,676
Due to related parties		988
Accounts payable and other liabilities		18,456
Total liabilities		600,120
Fair value of net assets acquired	$	548,820
Less: REIT I's Merger expenses		4,980
Fair value of net assets acquired, less REIT I's Merger expenses	$	543,840

Although REIT I is the accounting acquirer, REIT II is the legal acquirer of both REIT III and REIT I. As such, the 12.1 million issued and outstanding shares of REIT III common stock were converted into the right to receive 0.925862 newly issued shares of REIT II Common Stock. Consideration transferred is calculated as such (in thousands except share and per share data):

REIT III common stock outstanding as of January 28, 2021		12,092,466
REIT III exchange ratio		0.925862
REIT II shares issued as consideration		11,195,955
REIT I exchange ratio		1.22423
Implied REIT I common stock issued as consideration		9,145,303
REIT I estimated value per share as of January 28, 2021	$	11.09
Value of implied REIT I common stock issued as consideration	$	101,435

The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of approximately $929,000 in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT III, is as follows (in thousands):

Assets:
Land	$	43,733
Building and improvements		184,400
Intangibles		1,609
Cash and restricted cash		22,969
Other assets		626
Total assets	$	253,337
Liabilities:
Mortgage notes payable, net of $2.1 million premium	$	147,191
Due to related parties		836
Accounts payable and other liabilities		2,946
Total liabilities		150,973
Fair value of net assets acquired	$	102,364
Less: REIT I's Merger expenses		929
Fair value of net assets acquired, less REIT I's Merger expenses	$	101,435

Valuation and Purchase Price Allocation

The Company obtained third party appraisals for all properties included in the Resource REIT Mergers which the Company utilized to allocate the purchase price based on the relative fair value. Land was valued based on similar (but not identical) transactions in the subject properties market with the appraiser making adjustments based on both qualitative and quantitative data (Level 3). The buildings were valued based on the “as-if-vacant” value which is estimated using an income, or discounted cash flow model, using market assumptions pertaining to, among other items, absorption period, lease-up costs, market rent, operating expenses and terminal capitalization and discount rates (Level 3). Capitalization rates used in the analysis ranged from 4.5% to 5.5% and discount rates ranged from 5% to 7.25%. Building improvements and furniture, fixtures and equipment were valued using the cost approach, in which the appraiser utilized Marshall Valuation Service as the source for the replacement cost and life estimates and included soft costs and entrepreneurial incentive. The total cost estimates were depreciated based on the estimated effective ages of each asset compared to their anticipated lives. In place leases were valued using market rent estimates for units based on recently signed leases as well as market rents signed at competing properties. A downtime estimate was then applied to each tenant based upon their market leasing assumption. The lease in place value is calculated as the total market rent multiplied by the downtime of each tenant, aggregated by unit type (Level 3). Assumed debt was valued based on recently closed transactions and investor surveys for spreads and rates applicable to each property. The market interest rate was calculated using the most applicable treasury rate based on the remaining term of the debt and applying a market-derived spread (Level 3).

The revenue and net loss of the 23 properties (6,508 units) acquired in the Resource REIT Mergers is as follows for the year ended December 31, 2021 (in thousands):

	REIT II			REIT III			Total
Revenue	$	84,212		$	20,778		$	104,990
Net loss	$	(5,696	)	$	(2,322	)	$	(8,018	)

Pro Forma Financial Information (unaudited)

The following condensed pro forma operating information is presented as if the Resource REIT Mergers and the Self–Management Transaction had been included in operations as of January 1, 2020 (in thousands, except per share data):

	Year Ended		Year Ended
	December 31, 2021		December 31, 2020
Revenue	$	248,584	$	239,902
Net income (loss)	$	63,457	$	(63,985	)
Net loss attributable to noncontrolling interests	$	373	$	3,287
Net income (loss) attributable to common stockholders	$	60,327	$	(65,178	)
Net income (loss) to common stockholders per share, basic and diluted	$	0.38	$	(0.41	)

Dispositions

The Company disposed of five properties during the year ended December 31, 2021 and two properties during the year ended December 31, 2019. There were no dispositions during the years ended December 31, 2020. The following table presents details of the Company’s disposition activity during the years ended December 31, 2021 and December 31, 2019 (in thousands):

Multifamily Community	Location	Sale Date	Contract Sales Price		Net Gain on Disposition		Revenue Attributable to Property Sold		Net (Loss) Income Attributable to Properties Sold
2021 Dispositions:
Evergreen at Coursey	Baton Rouge, LA	June 29, 2021	$	49,751	$	18,734	$	2,272	$	(107	)
The Retreat at Rocky Ridge	Hoover, AL	October 12, 2021		25,400		17,665		1,962		384
Tech Center Square	Newport News, VA	October 21, 2021		36,700		22,949		2,407		463
The Brookwood	Homewood, AL	October 26, 2021		45,300		6,385		3,134		(210	)
Pines of York	Yorktown, VA	November 2, 2021		45,000		27,932		2,926		254
			$	202,151	$	93,665	$	12,701	$	784
2019 Dispositions:
Williamsburg	Cincinnati, OH	March 8, 2019	$	70,000	$	34,575	$	2,151	$	(1,431	)
Pinehurst	Kansas City, MO	December 20, 2019		12,310		4,235		1,427		(460	)
			$	82,310	$	38,810	$	3,578	$	(1,891	)

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Identified Intangible Assets, Net and Goodwill

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Identified Intangible Assets, Net and Goodwill

NOTE 7 - IDENTIFIED INTANGIBLE ASSETS, NET AND GOODWILL

Identified intangible assets, net, relate to in-place apartment unit rental and antennae leases. The net carrying value of the acquired in-place leases totaled zero and $5,000 as of December 31, 2021 and 2020, respectively, net of accumulated amortization of approximately $32.3 million and $27.1 million, respectively. The net carrying value of acquired in-place leases were fully amortized in the third quarter of 2021.

Amortization of the in-place apartment unit rentals was approximately $8.4 million for the year ended December 31, 2021. There was no amortization of in-place apartment unit rentals for the year ended December 31, 2020 and 2019.

As of December 31, 2021 and 2020, the Company had approximately $154.5 million and $154.9 million, respectively, of goodwill included on the consolidated balance sheets. The table below presents the rollforward of activity in goodwill for the year ended December 31, 2021:

Balance, January 1, 2021	$	154,935
Sale of Evergreen at Coursey Place		(268	)
Sale of Pines of York		(136	)
Balance, December 31, 2021	$	154,531

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Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

NOTE 8 - DEBT

The following table presents a summary of the Company's debt, net (in thousands):

							Weighted Average Maturity in Years at
	December 31, 2021			December 31, 2020			December 31, 2021
Mortgage notes payable, net - variable rate	$	607,711		$	675,791			3.86
Mortgage notes payable, net - fixed rate		801,140			150,195			6.29
Total mortgage notes payable, net	$	1,408,851		$	825,986			5.24
Revolving credit facility	$	—		$	—			—
Weighted average interest rate on mortgages - variable		2.05	%		2.12	%
Weighted average interest rate on mortgages - fixed		2.96	%		4.03	%
Weighted average interest rate on revolving credit facility		—			—
Weighted average interest rate on total debt		2.56	%		2.46	%

The following table presents the Company's annual future principal payments on outstanding borrowings as of December 31, 2021 (in thousands):

2022	$	38,899
2023		39,943
2024		226,578
2025		191,219
2026		95,567
Thereafter		823,115
	$	1,415,321

Structured Credit Facility

On January 28, 2021, subsidiaries of the Company (collectively, “Borrower”) entered into a structured credit facility transaction with CBRE Multifamily Capital, Inc. for delivery of loans and/or advances to Fannie Mae (the “Facility”) for a term of 15 years (the “Facility Termination Date”). Pursuant to the terms of the loan documents for the Facility, the lender agreed to make advances at both fixed and variable rates to Borrower during the term of the Facility provided that Borrower satisfies certain customary conditions as set forth in the Facility loan documents (the “Loan Documents”), including debt service coverage tests and loan-to-value tests. The fixed rate advances in the Facility may have terms not less than five or more than 15 years from the closing of such advance and variable rate advances in the Facility may have terms not less than five or more than 10 years from the closing of such advance. All advances must have maturity dates that do not exceed the Facility Termination Date. Borrower has the option to convert variable rate advances to fixed rate advances beginning on the first day of the second year of the variable rate advance term and ending seven years prior to the Facility Termination Date, subject to the satisfaction of customary requirements set forth in the Loan Documents.

The Facility is non-recourse to the Borrower except for the customary exceptions to non-recourse provisions of the Loan Documents (“carve-outs”). The Borrower’s obligations for the carve-outs are guaranteed solely by the Borrowers. The Company is the key principal under the Facility and as such must continue to indirectly own an interest in each Borrower and is subject to certain transfer restrictions with respect to its ownership interest in each Borrower as provided in the Loan Documents. In addition, the Facility contains customary representations and warranties, financial and other covenants, events of default and remedies typical for this type of facility.

The initial advance of approximately $495.2 million under the Facility occurred on January 28, 2021 and is secured by the following twelve multifamily properties located in Arizona, Colorado, Georgia, Oregon and Texas (including five properties formerly held by REIT II): Estates at Johns Creek, Heritage Pointe, Providence in the Park, South Lamar Village, Verona Apartments, Westside, 81 Fifty at West Hills, Adair off Addison I & II, Montclair Terrace, Palmer at Las Colinas, and Uptown Buckhead. The proceeds from the initial advance were used to refinance or pay off $462.0 million of the Company’s debt. Loans that were repaid in full were loans secured by Vista Apartment Homes, Cannery Lofts, Retreat at Rocky Ridge, Tech Center Square, and Aston at Cinco Ranch. The Company recorded approximately $4.6 million of extinguishment costs upon the refinance for the year ended December 31, 2021 including approximately $2.4 million in prepayment penalties, included in Interest Expense on the Consolidated Statements of Operations.

Additional information about the initial advance on the Facility, which is included in Mortgage notes payable, net on the Consolidated Balance Sheet as of December 31, 2021, is as follows (in thousands):

Collateral	Original Loan Amount		Maturity Date	Type	Annual Interest Rate
Fixed Advance 1	$	235,205	2/1/2031	Fixed		2.79	%
Fixed Advance 2	$	235,205	2/1/2028	Fixed		2.62	%
Floating Advance	$	24,760	2/1/2031	Floating (1)		2.11	%

(1) Floating rate based on 30-day average SOFR plus a fixed margin of 2.06%.

Revolving Credit Facility

On May 20, 2021, the Company entered into a Credit Agreement (the “Credit Facility”) for which BofA Securities, Inc. acted as sole book runner and sole lead arranger and Bank of America, N.A. acted as administrative agent and L/C issuer (the “Credit Agreement”). The Credit Facility is a secured revolving credit facility in the initial amount of approximately $100.0 million, including approximately $15.0 million available in letters of credit, subject to the Company's ability to increase the lenders’ aggregate commitment during the term of the Credit Agreement to a maximum of approximately $500.0 million, subject to certain limitations. The availability of borrowings under the Credit Facility will be based on the value of a pool of eligible income-producing multifamily properties owned, directly or indirectly and from time to time, by the Company or subsidiaries of the Company. The Credit Facility is a three-year interest-only facility with all outstanding principal due at maturity, subject to a one-year extension option. The Credit Facility may be prepaid or terminated at any time without penalty. The proceeds of the Credit Facility may be used for general corporate purposes, including refinancing existing indebtedness and working capital. The Credit Facility is guaranteed by the Company and certain subsidiaries of the Company, and secured by a pledge of the equity interests of certain of the Company’s subsidiaries.

Borrowings under the Credit Facility will bear interest, at the Company’s option, at either the Eurodollar Rate (defined as a rate equal to LIBOR or a comparable or successor rate) for a designated interest period plus an applicable margin, or the base rate (as defined as the highest of the Bank of America prime rate, the federal funds rate plus 0.50% or the Eurodollar Rate plus 1.0%) plus an applicable margin. The anticipated applicable margin for borrowings under the Credit Facility for base rate loans will range from 0.60% to 1.20% per annum and the applicable margin for Eurodollar Rate loans will range from 1.60% to 2.20% per annum, depending on the ratio of consolidated total indebtedness to total asset value (as such terms are defined in the Credit Agreement), with the lowest rate applying if such ratio is less than 45%, and the highest rate applying if such ratio is equal to or greater than 60%. The Company is also required to pay a fee to the lenders that is assessed on the unused portion of the facility. A default rate will apply on all obligations in the event of default under the Credit Facility at 2.0% above the otherwise applicable rate.

The Company is also subject to certain financial covenants, including (i) the ratio of the Company’s consolidated indebtedness to total asset value not to exceed 65% as of the last day of each of the first six fiscal quarters ending after May 20, 2021 and 60% as of the last day of each fiscal quarter thereafter; (ii) consolidated secured recourse indebtedness other than the Credit Facility not to exceed 5% of total asset value; (iii) consolidated fixed charge coverage ratio not less than 1.35x to 1.00x as of the last day of each of the first four fiscal quarters ending after May 20, 2021 and 1.50x to 1.00x as of the last day of each

fiscal quarter thereafter; and (iv) tangible net worth of not less $678.8 million, plus 75% of the net proceeds of any future equity issuances by the Company or any of its consolidated subsidiaries. The Company is in compliance with each of the applicable financial covenants as of December 31, 2021.

There were no borrowings under the Credit Facility during the year ended December 31, 2021. As of December 31, 2021, availability under the Credit Facility was approximately $100.0 million and was secured by pledges of the ownership interests in the subsidiaries that own six apartment communities: Vista Apartment Homes, Cannery Lofts, Aston at Cinco Ranch, Bay Club, Windbrooke and Perimeter 5550. The Company has approximately $1.1 million of deferred finance costs for the Credit Facility which is included in Prepaid Expenses and Other Assets on the Consolidated Balance Sheet as of December 31, 2021, which will be amortized over the term of the Credit Facility. During the year ended December 31, 2021, approximately $230,000 of amortization of deferred financing costs related to the Credit Facility were included in interest expense. Accumulated amortization of deferred financing costs related to the Credit Facility as of December 31, 2021 was approximately $230,000 and the net book value of deferred financing costs related to the Credit Facility as of December 31, 2021 related to mortgage notes payable was approximately $892,000. In addition, the Company paid $188,333 in unused fees for the year ended December 31, 2021 on the Credit Facility.

Other

Mortgage notes payable assumed as part of both the Resource REIT Mergers and the acquisitions of Point Bonita Apartment Homes, Paladin (Pines of York and Evergreen at Coursey (prior to their sales)), and Maxwell were recorded at their fair values. The premium or discount is amortized over the remaining term of the loans and included in interest expense. The net premium or discount included in the consolidated balance sheets as of December 31, 2021 was approximately $162,000. For the years ended December 31, 2021 ,2020 and 2019, interest expense was increased by approximately $21,000 and reduced by approximately $315,000 and $333,000, respectively, for the amortization of the premium or discount.

As of December 31, 2021, the Company owned 37 apartment communities that served as collateral for mortgages payable. All mortgage notes are collateralized by a first mortgage lien on the assets of the respective property. The amount outstanding on the mortgages may be prepaid in full during the entire term with a prepayment penalty on the majority of mortgages held.

The mortgage notes payable are recourse only with respect to the properties that secure the notes, subject to certain limited standard exceptions, as defined in each mortgage note. These exceptions are referred to as “carveouts.” The Company has guaranteed the carveouts under mortgage notes, other than the notes with respect to the Credit Facility, by executing a guarantee with respect to the properties. In general, carveouts relate to damages suffered by the lender for a borrower’s failure to pay rents, insurance or condemnation proceeds to lender, failure to pay water, sewer and other public assessments or charges, failure to pay environmental compliance costs or to deliver books and records, in each case as required in the loan documents. The exceptions also require the Company to guarantee payment of audit costs, lender’s enforcement of its rights under the loan documents and payment of the loan if the borrower voluntarily files for bankruptcy or seeks reorganization, or if a related party of the borrower does so with respect to the subsidiary. As of December 31, 2021, the Company believes that there are no material defaults or instances of noncompliance in regards to any of these mortgages payable.

The Company had a $74.4 million mortgage note payable secured by The Bryant at Yorba Linda which included net worth, liquidity, and debt service coverage ratio covenants. The Company repaid the debt upon the sale of the property on January 20, 2022.

During the three months ended December 31, 2021, the Company repaid four mortgage notes payable (Perimeter 5550, Bay Club, Windbrooke, and Trailpoint at the Woodlands) and paid approximately $938,000 in prepayment penalties, included in Interest Expense on the Consolidated Statements of Operations.

Deferred financing costs incurred to obtain financing are amortized over the term of the related debt. During the years ended December 31, 2021, 2020 and 2019, $3.8 million, $1.5 million and $2.3 million, respectively, of amortization of deferred financing costs was included in interest expense. Accumulated amortization of deferred financing costs related to mortgages payable as of December 31, 2021 and 2020 was approximately $4.6 million and $6.3 million, respectively and the net book value of deferred financing costs as of December 31, 2021 and 2020 related to mortgage notes payable was $6.3 million and $5.7 million, respectively.

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Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

NOTE 9 – LEASES

As the lessee, the Company’s operating leases primarily consist of office leases, a parking lot lease and office equipment leases. These operating leases have remaining terms ranging from less than one year to six years. Some of the leases include options to extend the lease for up to an additional five years. Only those rental periods reasonably certain to be extended beyond the initial term expiration are included within the calculation of the operating lease liability. As of December 31, 2021, the payments due under the contractually obligated portion of these leases totaled $2.8 million. The market rate is used for leases, when readily determinable, in calculating the present value of lease payments for the operating lease liability. Otherwise, the incremental borrowing rate based on the information available at commencement date is used. As of December 31, 2021, the weighted average remaining lease term was 4.69 years and the weighted average discount rate was 2.21% for the Company’s operating leases. As of December 31, 2021, the Company included approximately $2.6 million in its consolidated balance sheet for operating lease right-of-use assets and liabilities.

As a part of the Self-Management Transaction, the Company assumed an office lease in Philadelphia, Pennsylvania (“the Philadelphia office lease”). The Philadelphia office lease has a remaining five-year term expiring September 2026 and requires current monthly minimum rental payments of $45,034 plus a proportionate share of the utilities, taxes and other operating expenses of the building.

The Company’s lease expense related to the parking lot lease for the years ended December 31, 2021, 2020 and 2019 was approximately $36,000, which is included in rental operating expenses in the consolidated statements of operations. The Company’s lease expense related to all other leases for the years ended December 31, 2021, 2020 and 2019 was approximately $624,000, $253,000 and $126,000, respectively, which is included in general and administrative expenses in the consolidated statements of operations.

The following table presents the Company’s annual payments for the operating lease liabilities (including reasonably assured extension periods) for each of the next five 12–month periods ending December 31, and thereafter (in thousands):

Future minimum operating lease payments:
2022	$	583
2023		572
2024		573
2025		586
2026		448
Thereafter		—
Total future minimum operating lease payments		2,762
Less: imputed interest		(138	)
Operating lease liabilities	$	2,624

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Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Accumulated Other Comprehensive Loss

NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in each component of the Company's accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019 (in thousands):

Balance, January 1, 2019	$	(474	)
Reclassification adjustment for realized loss on designated derivatives		344
Designated derivatives, fair value adjustments		(88	)
Balance, December 31, 2019		(218	)
Reclassification adjustment for realized loss on designated derivatives		124
Designated derivatives, fair value adjustments		(306	)
Noncontrolling interest		9
Balance, December 31, 2020		(391	)
Reclassification adjustment for realized loss on designated derivatives		42
Designated derivatives, fair value adjustments		620
Noncontrolling interest		(9	)
Balance, December 31, 2021	$	262

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Certain Relationships and Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

Certain Relationships and Related Party Transactions

NOTE 11 – CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the ordinary course of its business operations, the Company had relationships with several related parties.

Relationship with C-III and RAI

As of December 31, 2021, C-III and its subsidiary, Legacy Co, collectively own approximately 8.3 million common shares. Following the Self-Management Transaction and prior to September 14, 2021, C-III and Legacy Co collectively owned approximately 7.5 million OP Common Units and 319,965 OP Preferred Units and had the right to designate one individual to be included on the board of directors of the Company. In accordance with a letter agreement between the parties, on September 14, 2021, the Company redeemed all of the 319,965 outstanding Series A Preferred Units collectively held by C-III and Legacy Co for $67.5 million and exchanged all of the 7,539,737.53 common units collectively held by C-III and Legacy Co for an equivalent number of shares of common stock of the Company. In addition, on that date, the board nominee resigned his position as a member of the board of directors of the Company. Prior to the Self-Management Transaction, C-III controlled our Former Advisor as well as the external advisors to REIT II and REIT III, as indirect subsidiaries of RAI, and owned the property management entities for the Company, REIT II and REIT III.

On September 8, 2020, the Company entered into a Transitional Services Agreement with C-III, Advisor Contributor and RAI (the “Transitional Services Agreement”), pursuant to which, effective September 8, 2020 and for a one-year period, C-III provided to the Company and its affiliates and subsidiaries certain services in order to ensure an orderly transition and the continued conduct and operation of the advisory and property management business acquired by the Company in connection with the Self-Management Transaction. In connection with these services, the Company has paid C-III an agreed-upon monthly fee for each service provided, as well as reimbursement of out-of-pocket expenses incurred by C-III and RAI as a result of the provision of these services. C-III also reimbursed the Company for services provided by the Company’s employees to C-III during this period. In addition, C-III sublet from the Company a portion of the office space in Philadelphia until December 31, 2020.

Property loss pool: The Company participated (with other properties directly or indirectly managed by RAI and C-III) in a catastrophic insurance policy, which covered claims up to $250.0 million, after either a $25,000 or a $100,000 deductible per incident, depending on location and/or type of loss. Therefore, unforeseen or catastrophic losses in excess of the Company's insured limits could have a material adverse effect on the Company's financial condition and operating results. This policy expired on March 1, 2021 and was replaced with similar coverage in the normal course of business independent of RAI and C-III.

General liability coverage: The Company (with other properties directly managed by RAI) had an insured and dedicated limit for the general liability of $1,000,000 per occurrence. Total claims were limited to $2.0 million per premium year. In excess of these limits, the Company participated (with other properties directly or indirectly managed by RAI and C-III) in a $50.0 million per occurrence excess liability program. Therefore, the total insured limit per occurrence was $51.0 million for the general and excess liability program, after a $25,000 deductible per incident. This policy expired on March 1, 2021 and was replaced with similar coverage in the normal course of business independent of RAI and C-III.

Internal audit fees. Prior to the Self-Management Transaction, RAI performed internal audit services for the Company.

Directors and officers insurance: Prior to the Self-Management Transaction in September 2020, the Company participated in a liability insurance program for directors and officers coverage with other C-III managed entities and subsidiaries. Thereafter, until the effectiveness of the Resource REIT Mergers, the Company participated in a liability insurance program for directors and officers coverage with REIT II and REIT III.

Other expenses. The Company utilized the services of The Planning and Zoning Resource Company, a subsidiary of C-III, for zoning reports for acquisitions.

Relationship with the Former Advisor

The Company is party to an advisory agreement (the “Advisory Agreement”), pursuant to which the Former Advisor provided the Company with investment management, administrative and related services. The Advisory Agreement has a one-year term and may be renewed for an unlimited number of successive one-year terms. The current term of the Advisory Agreement expires on September 14, 2022. Under the Advisory Agreement, the Former Advisor received fees and was reimbursed for its expenses as set forth below. Following the Self-Management transaction, the Company is no longer externally advised and these fees are no longer being paid:

Acquisition fees. The Company paid the Former Advisor an acquisition fee of 2.0% of the cost of investments acquired on behalf of the Company, plus any capital expenditure reserves allocated, or the amount funded by the Company to acquire loans, including acquisition expenses and any debt attributable to such investments.

Asset management fees. The Company paid the Former Advisor a monthly asset management fee equal to one-twelfth of 1.0% of the higher of the cost or the independently appraised value of each asset, without deduction for depreciation, bad debts or other non-cash reserves. The asset management fee was based only on the portion of the costs or value attributable to the Company’s investment in an asset if the Company did not own all or a majority of an asset and does not manage or control the asset.

Disposition fees. The Former Advisor earned a disposition fee in connection with the sale of a property equal to the lesser of one-half of the aggregate brokerage commission paid, or if none is paid, 2.75% of the contract sales price.

Debt financing fees. The Former Advisor earned a debt financing fee equal to 0.5% of the amount available under any debt financing obtained for which it provided substantial services.

Expense reimbursements. The Company also paid directly or reimbursed the Former Advisor for all of the expenses paid or incurred by the Former Advisor or its affiliates on behalf of the Company or in connection with the services provided to the Company in relation to its public offering, including its ongoing distribution reinvestment plan offering.

Reimbursements also included expenses the Former Advisor incurred in connection with providing services to the Company, including the Company’s allocable share of costs for Former Advisor personnel and overhead, out of pocket expenses incurred in connection with the selection and acquisition of properties or other real estate related debt investments, whether or not the Company ultimately acquires the investment. However, the Company did not reimburse the Former Advisor or its affiliates for employee costs in connection with services for which the Former Advisor earned acquisition or disposition fees.

Following the Self-Management Transaction, REIT I, as the indirect owner of the advisor to REIT II and REIT III, received asset management fees, property management fees and debt financing fees from REIT II and REIT III until the Resource REIT Merger in January 2021.

Relationship with Resource Real Estate Opportunity Manager

Prior to the Self-Management Transaction, Resource Real Estate Opportunity Manager (the “Manager”) managed the Company's real estate properties and real estate-related debt investments and coordinated the leasing of, and managed construction activities related to, some of the Company’s real estate properties pursuant to the terms of the management agreement with the Manager. On the date of the Self-Management Transaction, the Manager became an indirect subsidiary of the Company.

Property management fees. Prior to the Self-Management Transaction, the Manager earned 4.5% of the gross receipts from the Company's properties, provided that for properties that were less than 75% occupied, the manager received a minimum fee for the first 12 months of ownership for performing certain property management and leasing activities. The Manager subcontracted certain services to an unaffiliated third-party, Greystar, and paid for those services from its property management fee.

Construction management fees. The Manager earned a construction management fee of 5.0% of actual aggregate costs to construct improvements to, or to repair, rehab or reconstruct a property.

Debt servicing fees. The Manager earned a debt servicing fee of 2.75% on payments received from loans held by the Company for investment.

Information technology fees and operating expense reimbursement. During the ordinary course of business, the Manager or other affiliates of RAI paid certain shared information technology fees and operating expenses on behalf of the Company for which they were reimbursed.

Relationship with ACRES Commercial Realty Corp. (“ACR”)

The Company provided office space and other office-related services to ACRES Commercial Realty Corp. (f/k/a Exantas Capital Corp.) under a sublease that was assigned from RAI which terminated on March 31, 2021. In addition, three employees of the Company provided internal audit services until March 31, 2021 under an internal audit engagement letter that was assigned from RAI to Resource NewCo LLC, a subsidiary of the Company. The Company's Chief Financial Officer was a director of ACR until June 2021.

The following table presents the Company's amounts payable to, and amounts receivable from, such related parties (in thousands):

	December 31,  2021		December 31,  2020
Due from related parties:
REIT II
Management fees	$	—	$	327
Operating expense reimbursements		—		1,588
		—		1,915
REIT III
Management fees		—		79
Deferred organization and offering costs reimbursements		—		769
		—		848
	$	—	$	2,763
Due to related parties:
C-III/RAI
Self-Management Transaction consideration	$	—	$	19,125
Allocation of income to preferred unit holders		—		1,120
	$	—	$	20,245

The following table presents the Company's fees earned by, and expenses paid to, such related parties (in thousands):

	Years Ended
	December 31,
	2021		2020		2019
Fees earned / expenses paid to related parties:
Former Advisor (prior to 9/8/2020):
Acquisition costs (1)	$	—	$	113	$	—
Asset management fees (2)		—		8,517		12,498
Disposition fees (3)		—		—		453
Debt financing fees (4)		—		43		116
Overhead allocation (5)		—		2,955		3,663
Internal audit (5)		—		75		108
Manager (prior to 9/8/2020):
Property management fees (2)	$	—	$	4,071	$	6,034
Construction management fees (1)		—		298		500
Construction payroll reimbursements (1)		—		—		97
Operating expense reimbursements (6)		—		—		184
Debt servicing fees (2)		—		1		2
REIT II (prior to 1/28/2021):
Asset management fee income	$	669	$	2,866	$	—
Property management fee income		275		1,198		—
Debt financing fees		—		184		—
Operating expense reimbursements (5)		371		1,529		—
Internal audit (5)		8		33		—
REIT III (prior to 1/28/2021):
Asset management fee income	$	164	$	705	$	—
Property management fee income		67		295		—
C-III/RAI:
Transition services paid to C-III (5)	$	2	$	182	$	—
Transition services paid to the Company (5)		—		17		—
Sublease rent reimbursement (5)		—		15		—
Preferred unit distributions		3,161		1,406		—
Common OP unit distributions		1,110		—		—
ACR:
Internal audit (7)	$	37	$	47	$	—
Sublease rent reimbursement (5)		30		44		—
Other:
The Planning & Zoning Resource Company (4)	$	—	$	—	$	2

(1) Included in Acquisition costs on the consolidated statements of operations and comprehensive loss.

(2) Included in Management fees on the consolidated statements of operations and comprehensive loss.

(3) Included in Net gain on disposition of property on the consolidated statements of operations and comprehensive loss.

(4) Included in Mortgage notes payable, net on the consolidated balance sheets.

(5) Included in General and administrative costs on the consolidated statements of operations and comprehensive loss.

(6) Included in Rental operating expenses on the consolidated statements of operations and comprehensive loss.

(7) Included in Other revenue on the consolidated statements of operations and comprehensive loss. 

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Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Equity

NOTE 12 – EQUITY

Preferred Stock

The Company’s charter authorizes the Company to issue 10.0 million shares of its $0.01 par value preferred stock. As of both December 31, 2021 and 2020, no shares of preferred stock were issued or outstanding.

Common Stock

As of December 31, 2021, the Company had an aggregate of 165.8 million shares of $0.01 par value common stock outstanding, including 1.1 million shares of unvested restricted shares. In accordance with the Company's distribution reinvestment plan ("DRP"), participants in the DRP acquired shares of common stock under the plan at a price equal to 95% of the current estimated value per share of common stock. Commencing on March 31, 2021, participants acquired shares of the Company's common stock under the plan at a price equal to $8.61 per share. In conjunction with the Blackstone Merger, on January 23, 2022, the Board suspended the DRP. The following table summarizes the activity (dollars in thousands):

	Shares Issued			Gross Proceeds
Shares issued through private offering		1,279,227		$	12,737
Shares issued through primary public offering		129,923,354			1,289,845
Shares issued through stock distributions		2,406,986			—
Shares issued through distribution reinvestment plan		29,042,460			279,519
Restricted shares issued to employees		1,370,952			—
Shares issued through conversion of common OP units		7,539,738			—
Shares issued in conjunction with the Resource REIT Mergers		14,724,323			—
Total		186,287,040		$	1,582,101
Shares redeemed and retired		(20,520,287	)
Total shares issued and outstanding as of December 31, 2021		165,766,753

Convertible Stock

As of December 31, 2020, REIT I had 49,935 of $0.01 par value convertible stock outstanding. RAI owned 30,273 shares, affiliated persons owned 18,790 shares and outside investors owned 872 shares at December 31, 2020. The convertible stock would have converted into shares of the Company’s common stock upon the occurrence of certain events. Upon the closing of the REIT I Merger, each share of REIT I Convertible Stock were cancelled and converted into the right to receive $0.02 in cash (without interest).

As of December 31, 2021, the Company had 50,000 shares of $0.01 par value convertible stock outstanding, of which 18,628 were owned by current and former affiliated persons and the remaining were owned by the Company. The convertible stock will convert into shares of the Company’s common stock upon the occurrence of (a) the Company having paid distributions to common stockholders that in the aggregate equal 100% of the price at which the Company originally sold the shares plus an amount sufficient to produce a 7% cumulative, non-compounded annual return on the shares at that price; or (b) if the Company lists its common stock on a national securities exchange and, on or after the 31st trading day following the listing, the Company’s value based on the average trading price of its common stock since the listing, plus prior distributions, combine to meet the same 7% return threshold.

Each of these two events is a “Triggering Event.” Upon a Triggering Event, the Company's convertible stock will, unless its advisory agreement has been terminated or not renewed on account of a material breach by Resource Real Estate Opportunity Advisor II, LLC, a wholly-owned subsidiary of the Company, generally be converted into a number of shares of common stock equal to 1/50,000 of the quotient of:

(A) the lesser of

(i) 15% of the amount, if any, by which

(1)the value of the Company as of the date of the event triggering the conversion plus the total distributions paid to its stockholders through such date on the then-outstanding shares of its common stock exceeds

(2)the sum of the aggregate issue price of those outstanding shares plus a 7% cumulative, non-compounded, annual return on the issue price of those outstanding shares as of the date of the event triggering the conversion, or

(B) the value of the Company divided by the number of outstanding shares of common stock, in each case, as of the date of the event triggering the conversion.

As of December 31, 2021, no Triggering Event had occurred.

Redemption of Securities

During the year ended December 31, 2021, the Company redeemed shares of its outstanding common stock as follows:

Period	Total Number of Shares Redeemed (1)		Average Price Paid per Share
January 2021		136,685	$	9.08
February 2021		—		—
March 2021		169,112	$	9.08
April 2021		—		—
May 2021		—		—
June 2021		148,989	$	9.06
July 2021		—		—
August 2021		—		—
September 2021		240,767	$	9.06
October 2021		—		—
November 2021		—		—
December 2021		184,236	$	9.06
		879,789

(1)The shares redeemed in January 2021 were repurchased from employees upon vesting of restricted stock awards in order to facilitate the payment of taxes by the employees.

Amended Share Redemption Program

On February 3, 2021, the Board of Directors of the Company ("the Board") adopted the Fifth Amended and Restated Share Redemption Program (the “Amended SRP”) pursuant to which, subject to significant conditions and limitations of the program, stockholders of the Company could have their shares repurchased by the Company. The Amended SRP provided that redemptions would continue to be made quarterly but in an amount not to exceed proceeds from the sale of shares in the distribution reinvestment plan in the immediately preceding calendar quarter; provided that, for any quarter in which no distribution reinvestment plan proceeds were available, the funding limitation for the quarter would have been set by the Board upon ten business days’ notice to stockholders.

Additional changes to the share redemption program in the Amended SRP clarify the timing of redemption procedures. The effective date of any redemption (the “Redemption Date”) was the 15th day (or the next business day thereafter) of the last month of the calendar quarter. Redemption requests had to be received by the Company no later than the last business day of the calendar month preceding the month in which the Redemption Date falls. Payment for shares redeemed could be made no later than five business days after the Redemption Date. In addition, the Amended SRP clarified that stockholders eligible to have their shares repurchased by the Company included those who purchased their shares from REIT I or REIT III in their respective initial public offering and distribution reinvestment plans and do not include those stockholders who acquired their shares for value from another stockholder. The Amended SRP also removed any reference to the Former Advisor and its affiliates as the Company is now self-managed.

Until January 2022, the share redemption program remained partially suspended, the Company only approved requests for redemption in connection with a stockholder’s death, qualifying disability, or confinement to a long-term care facility (each as described in the Amended SRP and collectively, “Special Redemptions”).

In conjunction with the Blackstone Merger Agreement, on January 23, 2022, the Board approved the suspension of the Amended SRP.

Distributions Paid to Common Stockholders

For the year ended December 31, 2021, the Company paid aggregate distributions of $45.2 million including $34.6 million of distributions paid in cash and $10.6 million of distributions reinvested in shares of common stock through the Company's distribution reinvestment plan, as follows (in thousands):

Record Date	Per Common Share		Distribution Date	Net Cash Distributions		Distributions reinvested in shares of Common Stock		Total Aggregate Distributions
March 30, 2021	$	0.07	March 31, 2021	$	8,539	$	2,490	$	11,029
June 29, 2021		0.07	June 30, 2021		8,365		2,674		11,039
September 29, 2021		0.07	September 30, 2021		8,868		2,704		11,572
December 28, 2021		0.07	December 29, 2021		8,875		2,707		11,582
	$	0.28		$	34,647	$	10,575	$	45,222

Share-Based Compensation

On September 8, 2020, the board of directors of REIT I adopted the Resource Real Estate Opportunity REIT, Inc. 2020 Long-Term Incentive Plan (the “2020 LTIP”). At the effective time of the REIT I Merger, the Company assumed the 2020 LTIP as amended to replace all references to REIT I with the Company. The purpose of the 2020 LTIP is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain, and reward certain eligible persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The 2020 LTIP allows for grants to the Company’s employees, consultants, and directors of stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. The maximum aggregate number of shares of common stock of the Company that may be issued pursuant to awards granted under the 2020 LTIP is 3.5 million shares.

In conjunction with the Self-Management Transaction in September 2020, officers and certain employees of REIT I were granted awards of restricted stock of REIT I pursuant to the 2020 LTIP in the aggregate amount of 645,526 shares. Upon the REIT I Merger, these grants converted to 790,272 shares of the Company's common stock. The fair value of the shares granted as converted upon the REIT I Merger were estimated to be $9.08 per share. Of the awards granted, 779,102 shares of restricted stock are performance-based awards and vested 40%, or 311,641 shares, upon the completion of the REIT I Merger; and the remaining 60% will vest upon the completion of an initial public offering or a future liquidity event. The remaining 11,170 shares of restricted stock granted are time-based awards and will vest ratably over a three-year period. Dividends on the performance-based awards of restricted stock will not be paid but will be accrued over the vesting period. The accrual as of December 31, 2021 was approximately $169,000 and was included in Accounts payable and accrued expenses on the consolidated balance sheets.

On February 17, 2021, the Compensation Committee (the “Committee”) of the Board of the Company approved performance-based long-term equity incentive awards pursuant to the 2020 LTIP.

After the actual amount of the performance-based award is determined (or earned), the earned shares will be fully vested and generally transferable. Dividends will be deemed to have accrued on all of the earned shares during the measuring period until the determination date. Such accrued dividends on earned shares will be paid to the awardee on the determination date. Thereafter, the awardee is entitled to receive dividends as declared and paid on the earned shares. The awardee will be entitled to vote the shares from the grant date.

The awards were designed to align the executive officers’ interests with those of the Company’s stockholders and are a significant component of overall executive officer compensation.

The awards were granted effective February 17, 2021 (the grant date), and the number of shares of the Company’s common stock (the “Common Stock”) underlying the awards (that is, the number of shares corresponding to the dollar amounts described below) were determined based on the most recently approved estimated value per share of the Common Stock of $9.08 as approved by the Board on March 19, 2020.

The Company recorded compensation expense in the years ended December 31, 2021 and 2020 related to these awards of approximately $4.6 million and $11,000. Unrecognized compensation expense at December 31, 2021 was $7.9 million.

Employees were awarded 404,306 shares of three-year vesting restricted stock and the Company’s non-employee directors were awarded 42,980 shares of one-year vesting restricted stock during the year ended December 31, 2021. The following table presents the changes in unvested restricted stock for the year ended December 31, 2021:

	Performance Based Awards			Weighted Average Grant Date Fair Value		Time-Based Service Awards			Weighted Average Grant Date Fair Value		Total Awards
Unvested restricted shares, beginning of period		779,102		$	9.08		11,170		$	9.08		790,272
Granted		135,045		$	9.08		447,286		$	9.08		582,331
Forfeited		—					(1,651	)				(1,651	)
Vested		(311,641	)				(3,722	)				(315,363	)
Unvested restricted shares, end of period		602,506					453,083					1,055,589

Noncontrolling Interests

Noncontrolling interests represented limited partnership interests in the Operating Partnership, or OP Units, in which the Company was the general partner. General partnership units and limited partnership units of the Operating Partnership were issued as part of the initial capitalization of the Operating Partnership. OP Units were issued as part of the Self-Management Transaction in September 2020.

On September 13, 2021, the Company entered into a letter agreement with C-III and Legacy Co, pursuant to which the parties agreed to the following with respect to all outstanding operating partnership units of OP II, held by C-III and Legacy Co. C-III and Legacy Co provided their consent and waiver to the early redemption by OP II of the Series A Preferred Units at the Redemption Price (as defined in the limited partnership agreement for OP II (the “Partnership Agreement”)), plus all accrued distributions on September 14, 2021, prior to the second anniversary of the original issuance date as contemplated by the Partnership Agreement. In addition, the Company agreed to waive the two-year hold period for the exercise of the exchange right provided to C-III and Legacy Co in the Partnership Agreement with respect to their common units, and C-III and Legacy Co provided notice of exchange to OP II and the Company.

In accordance with the letter agreement, on September 14, 2021, the Company redeemed all of the 319,965 outstanding Series A Preferred Units collectively held by C-III and Legacy Co for $67.5 million and exchanged all of the 7,539,737.53 common units collectively held by C-III and Legacy Co for an equivalent number of shares of common stock of the Company. Due to the redemption and conversion as described in Note 3, there are no noncontrolling interests as of December 31, 2021.

Each OP Preferred Unit was entitled to a 7.00% per annum preferred priority return on the stated value of each OP Preferred Unit commencing on the date of issuance and ending on the fifth anniversary of the date of issuance, as well as, with respect to such distribution period, the amount of distributions a holder of such OP Preferred Unit would be entitled to receive if such OP Preferred Units were treated as part of a single class of units with the Common Units with the right to participate in distributions pari passu with the Common Units (the “Preferred Return”).

Investor Rights Agreement

On September 8, 2020, the Company, the OP, C-III and RAI entered into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, C-III and RAI (or any successor holder) has the right (i) with respect to Common Units of the OP, after September 8, 2022, and (ii) with respect to OP Preferred Units, after 180 days from the date the Company lists its common stock on a national securities exchange (the “Lock-Up Expiration”), to request the Company to register for resale under the Securities Act of 1933, as amended, all or part, but not less than 50%, of the shares of the Company’s common stock issued or issuable to such holder. The Company will use commercially reasonable efforts to file a registration statement on Form S-3 within 30 days of such request and within 60 days of such request in the case of a registration statement on Form S-11 or such other appropriate form. The Company will cause such registration statement to become effective

as soon as reasonably practicable thereafter. The Investor Rights Agreement also grants C-III and RAI (or any successor holder) certain “piggyback” registration rights after the Lock-Up Expiration.

For the year ended December 31, 2021, noncontrolling interests were approximately 3.5% of weighted average shares outstanding prior to their conversion to common stock and/or redemption.

The Company evaluates individual noncontrolling interests for the ability to recognize the noncontrolling interest as permanent equity on the consolidated balance sheets at the time such interests are issued and on a continual basis. Any noncontrolling interest that fails to qualify as permanent equity is reclassified as temporary equity and adjusted to the greater of (a) the carrying amount or (b) its redemption value as of the end of the period in which the determination is made. During the year ended December 31, 2021, the Company redeemed the OP Preferred Units and recognized a $342,000 expense in the Consolidated Statement of Operations to adjust the book value to redemption value.

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Fair Value Measures and Disclosures

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measures and Disclosures

NOTE 13 - FAIR VALUE MEASURES AND DISCLOSURES

In analyzing the fair value of its investments accounted for on a fair value basis, the Company follows the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company determines fair value based on quoted prices when available or, if quoted prices are not available, through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The fair values of cash, tenant receivables and accounts payable, approximate their carrying values due to their short nature. The hierarchy followed defines three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3 - Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter; depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare.

Derivatives (interest rate caps), which are reported at fair value in the consolidated balance sheets, are valued by a third-party pricing agent using an income approach with models that use, as their primary inputs, readily observable market parameters. This valuation process considers factors including interest rate yield curves, time value, credit and volatility factors. (Level 2)

The following table presents information about the Company's assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as follows (in thousands):

	Level 1		Level 2		Level 3		Total
December 31, 2021
Assets:
Interest rate caps	$	—	$	1,282	$	—	$	1,282
	$	—	$	1,282	$	—	$	1,282
December 31, 2020
Assets:
Interest rate caps	$	—	$	62	$	—	$	62
	$	—	$	62	$	—	$	62

The following table presents the carrying amount and estimated fair value of the Company’s mortgage notes payable-outstanding borrowings (in thousands):

	December 31, 2021				December 31, 2020
	Outstanding Balance		Estimated Fair Value		Outstanding Balance		Estimated Fair Value
Mortgage notes payable- outstanding borrowings	$	1,415,321	$	1,358,503	$	830,950	$	822,859

The carrying amount of the mortgage notes payable presented is the outstanding borrowings excluding premium or discount and deferred finance costs, net. The fair value of the mortgage notes payable was estimated using rates available to the Company for debt with similar terms and remaining maturities (Level 3).

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Derivatives and Hedging Activities

12 Months Ended

Dec. 31, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities

NOTE 14 - DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

As a condition of the Company’s financing facilities, from time to time the Company may be required to enter into certain derivative transactions as may be required by the lender. These transactions would generally be in line with the Company’s own risk management objectives and also serve to protect the lender.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company entered into a total of 18 interest rate caps that were designated as cash flow hedges. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended December 31, 2021, such derivatives were used to hedge the variable cash flows, indexed to USD-LIBOR and one loan indexed to SOFR, associated with an existing variable-rate loan agreement.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional approximately $144,000 will be reclassified as an increase to interest expense. During the year ended December 31, 2021, the Company repaid or refinanced 16 loans for which the associated interest rate caps remain as assets but no longer qualify as effective cash flow hedges with a fair value as of December 31, 2021 of approximately $280,000.

During the years ended December 31, 2021, 2020 and 2019, the Company recorded expenses of approximately $42,000, $124,000 and $344,000, respectively, due to amortization of premiums paid for interest rate caps.

The following table presents the Company's outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2021 and 2020 (dollars in thousands):

	Interest Rate Derivative	Number of Instruments	Notional Amount		Maturity Dates
December 31, 2021	Interest rate caps	18	$	626,623	January 1, 2022 through February 1, 2026
December 31, 2020	Interest rate caps	22	$	677,238	May 1, 2021 through January 1, 2025

Tabular Disclosure of Fair Value of Derivative Instrument on the Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments on the consolidated balance sheets as of December 31, 2021 and 2020 (in thousands):

Asset Derivatives

Liabilities Derivatives

December 31, 2021

December 31, 2020

December 31, 2021

December 31, 2020

Balance Sheet

Fair Value

Balance Sheet

Fair Value

Balance Sheet

Fair Value

Balance Sheet

Fair Value

Prepaid expenses and other assets

$

1,282

Prepaid expenses and other assets

$

62

—

$

—

—

$

—

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Commitment and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitment and Contingencies

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Legal Matters

On June 17, 2021, stockholders Karl R. Wilber and Julia M. Wilber, as co-trustees of the Karl R. and Julia M. Wilber Revocable Trust dtd 2/18/2002 (“Wilber Trust”), sent a letter to Alan F. Feldman alleging breaches of fiduciary duty by the directors of the Company’s predecessor entities arising from the Self-Management Transaction and Resource REIT Mergers and demanding that the board of directors of the Company (the “Board”) take action to remedy such breaches (the “Demand Letter”). On August 3, 2021, the Board formed a special committee to investigate the allegations in the Demand Letter. The special committee engaged independent counsel and conducted a full investigation and, on January 25, 2022, communicated to Wilber Trust its conclusion that the claims in the Demand Letter had no merit and would not be pursued by the Company. On February 7, 2022, the Wilber Trust filed a class action complaint in the Circuit Court for Baltimore City, Maryland (Karl R. Wilber et al. v. Alan F. Feldman et al., Case No. 24-C-22-000531) against the Board, the Company, C-III, and RRE Legacy. The complaint alleges, among other things, that (a) the former REIT II directors breached their fiduciary duties by approving the REIT I Merger given that the Self-Management Transaction provided inadequate value to both REIT I and REIT II, thus diluting the stock value of the purported class; (b) the current Board failed to consider the value of the claims in the Demand Letter when negotiating the proposed transaction with BREIT; and (c) C-III and the sponsor were unjustly enriched by the Self-Management Transaction. Wilber Trust seeks an unspecified award of compensatory damages and invalidation of the stock consideration paid to C-III and the sponsor in the Self-Management Transaction. Defendants’ response is due on April 15, 2022. The Company intends to vigorously defend against the complaint. Based on the early stage of the litigation, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of this matter.

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Benefit Plan

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

Benefit Plan

NOTE 16 – BENEFIT PLAN

Following the Self-Management Transaction in September 2020, the Company sponsors a defined contribution 401(k) plan to provide retirement benefits for employees that meet minimum employment criteria. The Company currently matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. Employer matching contributions vest immediately upon contribution to the plan. The Company recognized approximately $272,000 and $36,000, respectively, of expense for the year ended December 31, 2021 and 2020 for employer matching contributions.

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Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 15 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this report and determined that there have not been any events that have occurred that would require adjustments to or disclosures in the consolidated financial statements, except for the following:

On January 20, 2022, the Company sold The Bryant at Yorba Linda in Yorba Linda, California for $205.5 million. The Company expects to recognize a gain on the sale during the quarter ending March 31, 2022.

On January 20, 2022, the Company sold Maxwell Townhomes in San Antonio, Texas for $48.0 million. The Company expects to recognize a gain on the sale during the quarter ending March 31, 2022.

On January 23, 2022, the Company entered into the Blackstone Merger Agreement. In addition, the Company's board of directors suspended the share redemption program and the distribution reinvestment plan offering.

On January 28, 2022, the Company repaid in the full the loans secured by Skyview, Courtney Meadows, Indigo Creek, and Meridian Pointe.

On March 22, 2022, the Company sold Sunset Ridge in San Antonio, Texas for $60.8 million. The Company expects to recognize a gain on the sale during the quarter ending March 31, 2022.

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Schedule III Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2021

Real Estate And Accumulated Depreciation Disclosure [Abstract]

Schedule III Real Estate and Accumulated Depreciation

	Years Ended  December 31,
	2021			2020			2019
Investments in real estate:
Balance at beginning of the year	$	1,173,930		$	1,163,727		$	1,212,720
Resource REIT Mergers		1,296,686			—			—
Improvements, etc.		28,424			11,297			14,423
Dispositions during the year		(143,422	)		(1,094	)		(63,416	)
Balance at end of year	$	2,355,618		$	1,173,930		$	1,163,727
Accumulated Depreciation:
Balance at beginning of year	$	(275,955	)	$	(225,583	)	$	(194,777	)
Sales		32,221			—			22,075
Depreciation		(88,394	)		(51,411	)		(53,802	)
Disposals		2,733			1,039			921
Balance at end of year	$	(329,395	)	$	(275,955	)	$	(225,583	)

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America ("GAAP").

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Segment Reporting

Segment Reporting

The Company does not evaluate performance on a relationship specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist of periodic temporary deposits of cash. At December 31, 2021, the Company had $125.3 million of deposits at various banks, $108.1 million of which were over the insurance limit of the Federal Deposit Insurance Corporation. No losses have been experienced on such deposits.

Rental Properties

Rental Properties

The Company records acquired real estate at fair value on their acquisition date. The Company considers the period of future benefit of an asset to determine its appropriate useful life and depreciates the asset using the straight line method. The Company's estimated useful lives of its assets by class are as follows:

Buildings	27.5 years
Building improvements	5.0 to 27.5 years
Furniture and fixtures	2.0 to 5.0 years
Tenant improvements	Shorter of lease term or expected useful life
Lease intangibles	Weighted average remaining term of related lease

Improvements and replacements are capitalized when they have a useful life greater than or equal to one year. The Company pays a construction management fee of 5.0% of actual aggregate costs to Greystar to construct improvements, or to repair, rehab or reconstruct a property. These costs are capitalized along with the related asset. Costs of repairs and maintenance are expensed as incurred.

As of December 31, 2021, the Company's real estate investments located in Texas, Georgia, Illinois, Colorado, and California represent approximately 26%, 13%, 12%, 10%, and 7% of the portfolio. This makes it particularly susceptible to adverse economic developments in these real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for multifamily rentals resulting from the local business climate, could negatively affect the Company's liquidity and adversely affect its ability to fund its ongoing operations.

Impairment of Long Lived Assets

Impairment of Long Lived Assets

The Company periodically evaluates its long-lived assets, primarily investments in rental properties, for impairment indicators. The review considers factors such as past and expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for permanent impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. An impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss would be the adjustment to fair value less the estimated cost to dispose of the asset.

In conjunction with the Resource REIT Merger and for the Company’s annual estimated value per share calculation in 2020 and 2019, the Company engaged with a third-party to provide the estimated fair value of its rental properties as of January 28, 2021, December 31, 2020 and 2019, respectively. The Company compared these values to its carrying values and concluded that there was no indication that the carrying value of the Company’s investments in real estate were not recoverable as of December 31, 2021, 2020 and 2019. There were no impairment losses recorded on long lived assets during the years ended December 31, 2021, 2020 and 2019.

Casualty Loss

Casualty Loss

The Company carries liability insurance to mitigate its exposure to certain losses, including those relating to property damage and business interruption. The Company records the estimated amount of expected insurance proceeds for property damage and other losses incurred as an asset (typically a receivable from the insurer) and income up to the amount of the losses incurred when receipt of insurance proceeds is deemed probable. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is recorded in other income when the proceeds are received.

Allocation of Purchase Price of Acquired Assets

Allocation of Purchase Price of Acquired Assets

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU No. 2017-01"). Acquisitions that do not meet the definition of a business under this guidance are accounted for as asset acquisitions. In most cases, the Company believes that acquisitions of real estate will no longer be considered a business combination as in most cases substantially all of the fair value is concentrated in a single identifiable asset or group of tangible assets that are physically attached to each other (land and building). However, if the Company determines that substantially all of the fair value of the gross assets acquired is not concentrated in either a single identifiable asset or in a group of similar identifiable assets, the screen is not met, and the Company will then perform an assessment to determine whether the set is a business by using the framework outlined in the ASU. If the Company determines that the acquired asset is not a business, the Company will allocate the cost of the acquisition including transaction costs to the assets acquired or liabilities assumed based on their related fair value.

Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings, fixtures and improvements, identified intangible lease assets, consisting of the value of above-market and below-market leases, as applicable, the value of in-place leases, the value of tenant relationships, and liabilities, based in each case on their fair values.

The Company records above-market and below-market in-place lease values for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The Company amortizes any capitalized above-market or below-market lease values as an increase or reduction to rental income over the remaining non-cancelable terms of the respective leases.

The Company measures the aggregate value of other intangible assets acquired based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued as if vacant. Management’s estimates of value are determined by independent appraisers (e.g., discounted cash flow analysis). Factors to be considered in the analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases.

In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. Management also estimates costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction.

The total amount of other intangible assets acquired is further allocated to customer relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

The Company amortizes the value of in-place leases to expense over the remaining term of the underlying leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does amortization periods for the intangible assets exceed the remaining depreciable life of the building.

The determination of the fair value of the assets and liabilities acquired requires the use of significant assumptions with regard to current market rental rates, discount rates and other variables. The use of inappropriate estimates would result in an incorrect assessment of the fair value of these assets and liabilities, which could impact the Company's reported net income (loss).

Goodwill

Goodwill

The Company records the excess of the cost of an acquired entity over the difference between the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed as goodwill. Goodwill is not amortized but is tested

for impairment at a level of reporting referred to as a reporting unit during the fourth quarter of each calendar year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. There have been no such events or changes in circumstances during the years ended December 31, 2021 and 2020.

Revenue Recognition and Receivables

Revenue Recognition and Receivables

The Company recognizes minimum rent, including rental abatements and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related lease, which is accounted for in accordance with Accounting Standards Codification ("ASC") 842, Leases (“ASC 842”).

The future minimum rental payments to be received from noncancelable operating leases are approximately $124.2 million and $1.7 million for the years ending December 31, 2022 and 2023, and none thereafter. These figures include future minimum rentals from noncancelable operating leases for residential real estate properties held for sale of approximately $9.8 million and $130,000 for the years ending December 31, 2022 and 2023, and none thereafter. The future minimum rental payments to be received from noncancelable operating leases for both commercial rental properties and antenna rentals are $423,000, $389,000, $336,000, $253,000, and $184,000 for the years ending December 31, 2022 through December 31, 2026, respectively, and $1.1 million thereafter.

Revenue is primarily derived from the rental of residential housing units for which the Company receives minimum rents and utility reimbursements pursuant to underlying tenant lease agreements. The Company also receives other ancillary fees for administration of leases, late payments, amenities, and revenue sharing arrangements for cable income from contracts with cable providers at the Company's properties (discussed below). A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company records the utility reimbursement income and ancillary charges in the period when the performance obligation is completed, either at a point in time or on a monthly basis as the service is utilized.

The Company has cable income revenue sharing arrangements from contracts with cable providers at the Company's properties. Included in accrued expenses and other liabilities on the consolidated balance sheets at December 31, 2021 and 2020 is a contract liability related to deferred revenue from contracts with cable providers of approximately $1.7 million and $760,000, respectively. The Company recognizes income from these contracts on a straight line basis over the contract period of 10 years to 12 years. During the years ended December 31, 2021, 2020 and 2019, approximately $275,000, $118,000 and $77,000, respectively of revenue from the contract liability was recognized as income.

The Company evaluates its portfolio of operating leases for collectability at both the onset of the underlying leases and on an ongoing basis. Tenant receivables include amounts for which collectability was assessed as probable in accordance with the guidance in ASC 842-30. For tenant receivables, which include base rents, straight-line rentals, expense reimbursements and other revenue or income, the Company also estimates a general allowance for uncollectible accounts under ASC 450-20. The Company determines the collectability of its receivables related to rental revenue by considering a number of factors, including the length of time receivables are past due, security deposits held, the Company’s previous loss history, the tenants’ current ability to pay their obligations to the Company, and the condition of the general economy and the industry as a whole. If collectability is not probable, the Company adjusts rental income for the amount of the uncollectible revenue.

Due to the COVID-19 pandemic, some residents have experienced difficulty making rent payments and the Company’s receivables have increased compared to historical levels. As of December 31, 2021 and 2020, the Company recorded a $1.6 million and $774,000, respectively, allowance for bad debts to appropriately reflect management’s estimate for uncollectible accounts. The total adjustment to rental and other property income for the years ended December 31, 2021, 2020 and 2019 were $2.0 million, $1.2 million and $299,000 respectively, for provision for bad debt, net of recoveries. The provision for bad debts was recorded as a reduction to rental income in the Company’s consolidated statements of operations and comprehensive loss. The age of the receivables included in the allowance balance at December 31, 2021 was: 13.1% less than 30 days past due, 11.9% 31-60 days past due, 1.2% 61-90 days past due and 73.8% over 90 days past due.

Following the Self- Management Transaction (described in Note 3 below) through the effective date of the Resource REIT Mergers on January 28, 2021, the Company received asset management and property management fees from REIT II and REIT III. The monthly asset management fee was equal to one-twelfth of 1.0% of the cost of each asset held by REIT II and one-twelfth of 1.0% of the appraised value of each asset held by REIT III, without deduction for depreciation, bad debts or other non-cash reserves. The monthly property management fee was calculated based on 4.5% of the gross monthly receipts from REIT II's

and REIT III’s properties. The Company recognized revenue for both asset and property management fees as earned on a monthly basis. The Company had determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for asset and property management services are satisfied as the services are rendered. The Company was compensated for its services on a monthly basis and these services represent a series of distinct daily services in accordance with ASC 606. As a result of the Resource REIT Mergers, these fees are no longer being paid.

Leases

Leases

For operating leases where the Company is the lessor, the underlying leased asset is recognized as real estate on the balance sheet. The Company, as a lessor of multifamily apartment units, has nonlease components associated with these leases (i.e. common area maintenance, utilities, etc.). The Company combines nonlease component revenue streams and accounts for them as a combined component with leasing revenue.

For leases in which the Company is the lessee, primarily consisting of office leases, a parking lot lease, and office equipment leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability equal to the present value of the minimum lease payments. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. The Company uses a market rate for equipment leases, when readily determinable, in calculating the present value of lease payments. Otherwise, the incremental borrowing rate is used. The operating lease ROU asset includes any lease payments and excludes lease incentives. Operating lease terms may include options to extend the lease when it is reasonably certain the lease will be extended. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Income Taxes

Income Taxes

The Company elected to be taxed as a REIT, commencing with its taxable year ended December 31, 2014. To maintain its REIT qualification for U.S. federal income tax purposes, the Company is generally required to distribute at least 90% of its taxable net income (excluding net capital gains) to its stockholders as well as comply with other requirements, including certain asset, income and stock ownership tests. As a REIT, the Company is not subject to federal corporate income tax to the extent that it distributes 100% of its REIT taxable income each year. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it is subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year in which it fails its REIT qualification. Accordingly, the Company’s failure to qualify as a REIT could have a material adverse impact on its results of operations and amounts available for distribution to its stockholders.

The dividends paid deduction of a REIT for qualifying dividends to its stockholders is computed using the Company’s taxable income as opposed to net income reported on the financial statements. Taxable income, generally, will differ from net income reported on the financial statements because the determination of taxable income is based on tax provisions and not financial accounting principles.

The Company may elect to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”). In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A TRS is subject to U.S. federal, state and local corporate income taxes. While a TRS may generate net income, a TRS can declare dividends to the Company which will be included in the Company’s taxable income and necessitate a distribution to its stockholders. Conversely, if the Company retains earnings at a TRS level, no distribution is required and the Company can increase book equity of the consolidated entity. As of December 31, 2021 and 2020, the Company treated one of its subsidiaries as a TRS.

The Company evaluates the benefits from tax positions taken or expected to be taken in its tax return. Only the largest amount of benefits from tax positions that will more likely than not be sustainable upon examination are recognized by the Company. The Company does not have any unrecognized tax benefits, nor interest and penalties, recorded in its consolidated financial statements and does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next 12 months.

The Company is subject to examination by the U.S. Internal Revenue Service and by the taxing authorities in other states in which the Company has significant business operations. The Company is not currently undergoing any examinations by taxing authorities. The Company is not subject to IRS examination for the tax return years 2017 and prior.

Earnings Per Share

Earnings Per Share

Basic earnings per share is calculated on the basis of the weighted-average number of common shares outstanding during the year. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average common shares outstanding during the period. Diluted earnings per share take into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted to common stock. Distributions declared per common share assume each share was issued and outstanding each day during the period or based upon the two-class method, whichever is more dilutive.

The following table sets forth the computation of basic and diluted earnings per share for the periods presented (in thousands, except per share amounts):

	Years Ended December 31,
	2021			2020			2019
Numerator for earnings per share:
Net income (loss)	$	54,903		$	(24,133	)	$	(1,747	)
Redemption of preferred OP units		(342	)		—			—
Preferred return to preferred OP unit holders		(3,161	)		(1,406	)		—
Net income (loss) after preferred return		51,400			(25,539	)		(1,747	)
Less: Allocation of income to preferred unit holders attributable to noncontrolling interest		158			101			—
Less: Net loss attributable to noncontrolling interest		696			279			—
Net income (loss) attributable to common stockholders	$	52,254		$	(25,159	)	$	(1,747	)
Denominator for earnings per share:
Weighted average common shares outstanding		153,820			85,531			85,861
Denominator for basic earnings per share		153,820			85,531			85,861
Weighted average unvested restricted stock		69			—			—
Denominator for diluted earnings per share		153,889			85,531			85,861
Earnings per weighted average common share:
Basic	$	0.34		$	(0.29	)	$	(0.02	)
Diluted	$	0.34		$	(0.29	)	$	(0.02	)

None of the shares of convertible stock (see Note 12) or 467,461 unvested performance awards that vest only upon a liquidation event are included in the diluted earnings per share calculations, because the necessary conditions for conversion have not been satisfied as of December 31, 2021 (were such date to represent the end of the contingency period).

Prior to their redemption and/or conversion, net losses attributable to outstanding OP Common Units and OP Preferred Units were included in net (income) loss attributable to noncontrolling interest, and therefore, were excluded from the calculation of income (loss) per common share, basic and diluted, for all periods presented.

Reclassifications

Reclassifications

Certain amounts in the prior years’ financial statements have been reclassified to conform to the current-year presentation. On the consolidated statements of operations, Management fees- related party were split into two line items, Property management fees – related party and Asset management fees- related party; certain administrative expenses previously reflected in rental operating expenses are now included in general and administrative expenses; general and administrative is now presented in two line items for corporate and property related; and casualty losses have been broken out from rental operating expenses and presented on a separate line. On the consolidated balance sheet, Operating lease right-of-use assets is included in

Prepaid expenses and other assets, and Operating lease liabilities are now included in Accounts payable and accrued expenses. All shares presented for prior periods have been converted based on the exchange ratio of 1.22423 (See REIT I Merger in Note 1). The impact of the reclassifications made to prior year amounts are not material and did not affect net loss.

Adoption of New Accounting Standards

Adoption of New Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848).” ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. During the year ended December 31, 2021, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. 

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives

The Company's estimated useful lives of its assets by class are as follows:

Buildings	27.5 years
Building improvements	5.0 to 27.5 years
Furniture and fixtures	2.0 to 5.0 years
Tenant improvements	Shorter of lease term or expected useful life
Lease intangibles	Weighted average remaining term of related lease

Schedule of Computation of Basic and Diluted Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share for the periods presented (in thousands, except per share amounts):

	Years Ended December 31,
	2021			2020			2019
Numerator for earnings per share:
Net income (loss)	$	54,903		$	(24,133	)	$	(1,747	)
Redemption of preferred OP units		(342	)		—			—
Preferred return to preferred OP unit holders		(3,161	)		(1,406	)		—
Net income (loss) after preferred return		51,400			(25,539	)		(1,747	)
Less: Allocation of income to preferred unit holders attributable to noncontrolling interest		158			101			—
Less: Net loss attributable to noncontrolling interest		696			279			—
Net income (loss) attributable to common stockholders	$	52,254		$	(25,159	)	$	(1,747	)
Denominator for earnings per share:
Weighted average common shares outstanding		153,820			85,531			85,861
Denominator for basic earnings per share		153,820			85,531			85,861
Weighted average unvested restricted stock		69			—			—
Denominator for diluted earnings per share		153,889			85,531			85,861
Earnings per weighted average common share:
Basic	$	0.34		$	(0.29	)	$	(0.02	)
Diluted	$	0.34		$	(0.29	)	$	(0.02	)

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Self-Management Transaction (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Schedule of Consideration Given under Self-Management Transaction

Under the terms of the Self-Management Transaction, the following consideration was given in exchange (in thousands):

Fair value of OP I Units issued	$	128,200
Net working capital		811
Subsequent consideration		27,000
Net consideration	$	156,011

PM Holdings and Advisor Holdings

Business Acquisition [Line Items]

Summary of Purchase Price Allocation

The following table summarizes the purchase price allocation (dollars in thousands):

Assets:
Due from related parties	$	4,299
Prepaid expenses and other assets		150
Goodwill		154,531
Property and equipment		659
Operating lease right-of-use assets		3,244
Total assets acquired	$	162,883
Liabilities:
Other liabilities	$	3,628
Operating lease liabilities		3,244
Total liabilities assumed		6,872
Net assets acquired	$	156,011

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information

The following table presents supplemental cash flow information (in thousands):

	Years Ended
	December 31,
	2021		2020		2019
Non-cash financing and investing activities:
Stock issued pursuant to distribution reinvestment plan	$	10,575	$	6,085	$	24,499
Accrual for construction in process		2,237		848		2,470
Repayments on borrowings through refinancing		461,968		130,539		58,350
Lease liabilities arising from obtaining right-of-use assets		—		—		526
Accrued allocation of income to preferred unit holders		—		1,120		—
Deferred financing costs, interest, and fees funded through refinancing		—		3,245		973
Non-cash activity related to sales:
Mortgage notes payable settled directly with proceeds from sale of rental property		65,900		—		61,041
Non-cash activity related to Self-Management Transaction:
Due to related parties for acquisition of net assets acquired in Self-Management Transaction		—		19,125		—
Operating Partnership units issued in exchange for net assets acquired in Self-Management Transaction		—		128,200		—
Non-cash activity related to Resource REIT Merger:
Net assets acquired in REIT II Merger in exchange for common shares		543,840		—		—
Net assets acquired in REIT III Merger in exchange for common shares		101,435		—		—
Implied REIT I common stock issued in exchange for net assets acquired in Resource REIT Merger		645,275		—		—
Cash paid during the period for:
Interest	$	41,865	$	25,106	$	35,936

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Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2021

Cash And Cash Equivalents [Abstract]

Summary of Components of Restricted Cash

The following table presents a summary of the components of the Company's restricted cash (in thousands):

	December 31, 2021		December 31, 2020
Real estate taxes	$	6,879	$	7,910
Insurance		1,486		1,350
Debt service reserve		157		2,045
Capital improvements		1,898		3,464
Total	$	10,420	$	14,769

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Investments in Real Estate (Tables)

12 Months Ended

Dec. 31, 2021

Real Estate [Line Items]

Schedule of Investments in Rental Properties

As of December 31, 2021, the Company's investments in rental properties consisted of 45 apartment properties that contain 13,707 units. The following table summarizes the Company’s investments in rental properties (in thousands):

	December 31, 2021			December 31, 2020
Land	$	293,492		$	196,355
Building and improvements		1,799,028			929,323
Furniture, fixtures and equipment		53,438			46,879
Construction in progress		8,318			1,374
		2,154,276			1,173,931
Less: accumulated depreciation		(278,229	)		(275,956	)
	$	1,876,047		$	897,975

The following table summarizes the Company's investments in rental properties held for sale (in thousands):

	December 31, 2021
Land	$	58,577
Building and improvements		134,489
Furniture, fixtures and equipment		8,179
Construction in progress		97
		201,342
Less: accumulated depreciation		(51,166	)
Assets held for sale - rental properties	$	150,176

Summary of Consideration Transferred

Consideration transferred is calculated as such (in thousands except share and per share data):

Merged entity estimated net asset value as of Resource REIT Merger date	$	9.06
REIT I exchange ratio		1.22423
REIT I estimated value per share as of January 28, 2021	$	11.09
REIT II common stock outstanding as of January 28, 2021		60,026,513
REIT I exchange ratio		1.22423
Implied REIT I common stock issued as consideration		49,032,055
REIT I estimated value per share as of January 28, 2021	$	11.09
Value of implied REIT I common stock issued as consideration	$	543,840

Consideration transferred is calculated as such (in thousands except share and per share data):

REIT III common stock outstanding as of January 28, 2021		12,092,466
REIT III exchange ratio		0.925862
REIT II shares issued as consideration		11,195,955
REIT I exchange ratio		1.22423
Implied REIT I common stock issued as consideration		9,145,303
REIT I estimated value per share as of January 28, 2021	$	11.09
Value of implied REIT I common stock issued as consideration	$	101,435

Summary of Revenue and Net Loss of Properties Acquired in Mergers

The revenue and net loss of the 23 properties (6,508 units) acquired in the Resource REIT Mergers is as follows for the year ended December 31, 2021 (in thousands):

	REIT II			REIT III			Total
Revenue	$	84,212		$	20,778		$	104,990
Net loss	$	(5,696	)	$	(2,322	)	$	(8,018	)

Summary of Condensed Pro forma Operating Information

The following condensed pro forma operating information is presented as if the Resource REIT Mergers and the Self–Management Transaction had been included in operations as of January 1, 2020 (in thousands, except per share data):

	Year Ended		Year Ended
	December 31, 2021		December 31, 2020
Revenue	$	248,584	$	239,902
Net income (loss)	$	63,457	$	(63,985	)
Net loss attributable to noncontrolling interests	$	373	$	3,287
Net income (loss) attributable to common stockholders	$	60,327	$	(65,178	)
Net income (loss) to common stockholders per share, basic and diluted	$	0.38	$	(0.41	)

Summary of Details of Disposition Activity

The following table presents details of the Company’s disposition activity during the years ended December 31, 2021 and December 31, 2019 (in thousands):

Multifamily Community	Location	Sale Date	Contract Sales Price		Net Gain on Disposition		Revenue Attributable to Property Sold		Net (Loss) Income Attributable to Properties Sold
2021 Dispositions:
Evergreen at Coursey	Baton Rouge, LA	June 29, 2021	$	49,751	$	18,734	$	2,272	$	(107	)
The Retreat at Rocky Ridge	Hoover, AL	October 12, 2021		25,400		17,665		1,962		384
Tech Center Square	Newport News, VA	October 21, 2021		36,700		22,949		2,407		463
The Brookwood	Homewood, AL	October 26, 2021		45,300		6,385		3,134		(210	)
Pines of York	Yorktown, VA	November 2, 2021		45,000		27,932		2,926		254
			$	202,151	$	93,665	$	12,701	$	784
2019 Dispositions:
Williamsburg	Cincinnati, OH	March 8, 2019	$	70,000	$	34,575	$	2,151	$	(1,431	)
Pinehurst	Kansas City, MO	December 20, 2019		12,310		4,235		1,427		(460	)
			$	82,310	$	38,810	$	3,578	$	(1,891	)

REIT I and REIT II Merger Agreement

Real Estate [Line Items]

Summary of Purchase Price Allocation

The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of $5.0 million in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT II, is as follows (in thousands):

Assets:
Land	$	127,920
Building and improvements		940,630
Intangibles		6,765
Cash and restricted cash		67,563
Other assets		6,062
Total assets	$	1,148,940
Liabilities:
Mortgage notes payable, net of $3.0 million discount	$	580,676
Due to related parties		988
Accounts payable and other liabilities		18,456
Total liabilities		600,120
Fair value of net assets acquired	$	548,820
Less: REIT I's Merger expenses		4,980
Fair value of net assets acquired, less REIT I's Merger expenses	$	543,840

REIT I and REIT III Merger Agreement

Real Estate [Line Items]

Summary of Purchase Price Allocation

The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of approximately $929,000 in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT III, is as follows (in thousands):

Assets:
Land	$	43,733
Building and improvements		184,400
Intangibles		1,609
Cash and restricted cash		22,969
Other assets		626
Total assets	$	253,337
Liabilities:
Mortgage notes payable, net of $2.1 million premium	$	147,191
Due to related parties		836
Accounts payable and other liabilities		2,946
Total liabilities		150,973
Fair value of net assets acquired	$	102,364
Less: REIT I's Merger expenses		929
Fair value of net assets acquired, less REIT I's Merger expenses	$	101,435

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Identified Intangible Assets, Net and Goodwill (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

As of December 31, 2021 and 2020, the Company had approximately $154.5 million and $154.9 million, respectively, of goodwill included on the consolidated balance sheets. The table below presents the rollforward of activity in goodwill for the year ended December 31, 2021:

Balance, January 1, 2021	$	154,935
Sale of Evergreen at Coursey Place		(268	)
Sale of Pines of York		(136	)
Balance, December 31, 2021	$	154,531

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Disposition of Property (Tables)

12 Months Ended

Dec. 31, 2021

Discontinued Operations And Disposal Groups [Abstract]

Summary of Details of Disposition Activity

The following table presents details of the Company’s disposition activity during the years ended December 31, 2021 and December 31, 2019 (in thousands):

Multifamily Community	Location	Sale Date	Contract Sales Price		Net Gain on Disposition		Revenue Attributable to Property Sold		Net (Loss) Income Attributable to Properties Sold
2021 Dispositions:
Evergreen at Coursey	Baton Rouge, LA	June 29, 2021	$	49,751	$	18,734	$	2,272	$	(107	)
The Retreat at Rocky Ridge	Hoover, AL	October 12, 2021		25,400		17,665		1,962		384
Tech Center Square	Newport News, VA	October 21, 2021		36,700		22,949		2,407		463
The Brookwood	Homewood, AL	October 26, 2021		45,300		6,385		3,134		(210	)
Pines of York	Yorktown, VA	November 2, 2021		45,000		27,932		2,926		254
			$	202,151	$	93,665	$	12,701	$	784
2019 Dispositions:
Williamsburg	Cincinnati, OH	March 8, 2019	$	70,000	$	34,575	$	2,151	$	(1,431	)
Pinehurst	Kansas City, MO	December 20, 2019		12,310		4,235		1,427		(460	)
			$	82,310	$	38,810	$	3,578	$	(1,891	)

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Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Summary of Debt, Net

The following table presents a summary of the Company's debt, net (in thousands):

							Weighted Average Maturity in Years at
	December 31, 2021			December 31, 2020			December 31, 2021
Mortgage notes payable, net - variable rate	$	607,711		$	675,791			3.86
Mortgage notes payable, net - fixed rate		801,140			150,195			6.29
Total mortgage notes payable, net	$	1,408,851		$	825,986			5.24
Revolving credit facility	$	—		$	—			—
Weighted average interest rate on mortgages - variable		2.05	%		2.12	%
Weighted average interest rate on mortgages - fixed		2.96	%		4.03	%
Weighted average interest rate on revolving credit facility		—			—
Weighted average interest rate on total debt		2.56	%		2.46	%

Annual Future Principal Payments on Outstanding Borrowings

The following table presents the Company's annual future principal payments on outstanding borrowings as of December 31, 2021 (in thousands):

2022	$	38,899
2023		39,943
2024		226,578
2025		191,219
2026		95,567
Thereafter		823,115
	$	1,415,321

Summary of Additional Information about Initial Advance on Facility

Additional information about the initial advance on the Facility, which is included in Mortgage notes payable, net on the Consolidated Balance Sheet as of December 31, 2021, is as follows (in thousands):

Collateral	Original Loan Amount		Maturity Date	Type	Annual Interest Rate
Fixed Advance 1	$	235,205	2/1/2031	Fixed		2.79	%
Fixed Advance 2	$	235,205	2/1/2028	Fixed		2.62	%
Floating Advance	$	24,760	2/1/2031	Floating (1)		2.11	%

(1) Floating rate based on 30-day average SOFR plus a fixed margin of 2.06%.

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Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Annual Payments for Operating Lease Liabilities

The following table presents the Company’s annual payments for the operating lease liabilities (including reasonably assured extension periods) for each of the next five 12–month periods ending December 31, and thereafter (in thousands):

Future minimum operating lease payments:
2022	$	583
2023		572
2024		573
2025		586
2026		448
Thereafter		—
Total future minimum operating lease payments		2,762
Less: imputed interest		(138	)
Operating lease liabilities	$	2,624

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Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Components of Accumulated Other Comprehensive Loss

The following table presents the changes in each component of the Company's accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019 (in thousands):

Balance, January 1, 2019	$	(474	)
Reclassification adjustment for realized loss on designated derivatives		344
Designated derivatives, fair value adjustments		(88	)
Balance, December 31, 2019		(218	)
Reclassification adjustment for realized loss on designated derivatives		124
Designated derivatives, fair value adjustments		(306	)
Noncontrolling interest		9
Balance, December 31, 2020		(391	)
Reclassification adjustment for realized loss on designated derivatives		42
Designated derivatives, fair value adjustments		620
Noncontrolling interest		(9	)
Balance, December 31, 2021	$	262

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Certain Relationships and Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Related Party Transactions [Abstract]

Fees Earned/Expenses Paid and Amounts Payable and Amounts Receivable to Related Parties

The following table presents the Company's amounts payable to, and amounts receivable from, such related parties (in thousands):

	December 31,  2021		December 31,  2020
Due from related parties:
REIT II
Management fees	$	—	$	327
Operating expense reimbursements		—		1,588
		—		1,915
REIT III
Management fees		—		79
Deferred organization and offering costs reimbursements		—		769
		—		848
	$	—	$	2,763
Due to related parties:
C-III/RAI
Self-Management Transaction consideration	$	—	$	19,125
Allocation of income to preferred unit holders		—		1,120
	$	—	$	20,245

The following table presents the Company's fees earned by, and expenses paid to, such related parties (in thousands):

	Years Ended
	December 31,
	2021		2020		2019
Fees earned / expenses paid to related parties:
Former Advisor (prior to 9/8/2020):
Acquisition costs (1)	$	—	$	113	$	—
Asset management fees (2)		—		8,517		12,498
Disposition fees (3)		—		—		453
Debt financing fees (4)		—		43		116
Overhead allocation (5)		—		2,955		3,663
Internal audit (5)		—		75		108
Manager (prior to 9/8/2020):
Property management fees (2)	$	—	$	4,071	$	6,034
Construction management fees (1)		—		298		500
Construction payroll reimbursements (1)		—		—		97
Operating expense reimbursements (6)		—		—		184
Debt servicing fees (2)		—		1		2
REIT II (prior to 1/28/2021):
Asset management fee income	$	669	$	2,866	$	—
Property management fee income		275		1,198		—
Debt financing fees		—		184		—
Operating expense reimbursements (5)		371		1,529		—
Internal audit (5)		8		33		—
REIT III (prior to 1/28/2021):
Asset management fee income	$	164	$	705	$	—
Property management fee income		67		295		—
C-III/RAI:
Transition services paid to C-III (5)	$	2	$	182	$	—
Transition services paid to the Company (5)		—		17		—
Sublease rent reimbursement (5)		—		15		—
Preferred unit distributions		3,161		1,406		—
Common OP unit distributions		1,110		—		—
ACR:
Internal audit (7)	$	37	$	47	$	—
Sublease rent reimbursement (5)		30		44		—
Other:
The Planning & Zoning Resource Company (4)	$	—	$	—	$	2

(1) Included in Acquisition costs on the consolidated statements of operations and comprehensive loss.

(2) Included in Management fees on the consolidated statements of operations and comprehensive loss.

(3) Included in Net gain on disposition of property on the consolidated statements of operations and comprehensive loss.

(4) Included in Mortgage notes payable, net on the consolidated balance sheets.

(5) Included in General and administrative costs on the consolidated statements of operations and comprehensive loss.

(6) Included in Rental operating expenses on the consolidated statements of operations and comprehensive loss.

(7) Included in Other revenue on the consolidated statements of operations and comprehensive loss. 

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Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Common Stock

The following table summarizes the activity (dollars in thousands):

	Shares Issued			Gross Proceeds
Shares issued through private offering		1,279,227		$	12,737
Shares issued through primary public offering		129,923,354			1,289,845
Shares issued through stock distributions		2,406,986			—
Shares issued through distribution reinvestment plan		29,042,460			279,519
Restricted shares issued to employees		1,370,952			—
Shares issued through conversion of common OP units		7,539,738			—
Shares issued in conjunction with the Resource REIT Mergers		14,724,323			—
Total		186,287,040		$	1,582,101
Shares redeemed and retired		(20,520,287	)
Total shares issued and outstanding as of December 31, 2021		165,766,753

During the year ended December 31, 2021, the Company redeemed shares of its outstanding common stock as follows:

Period	Total Number of Shares Redeemed (1)		Average Price Paid per Share
January 2021		136,685	$	9.08
February 2021		—		—
March 2021		169,112	$	9.08
April 2021		—		—
May 2021		—		—
June 2021		148,989	$	9.06
July 2021		—		—
August 2021		—		—
September 2021		240,767	$	9.06
October 2021		—		—
November 2021		—		—
December 2021		184,236	$	9.06
		879,789

(1)The shares redeemed in January 2021 were repurchased from employees upon vesting of restricted stock awards in order to facilitate the payment of taxes by the employees.

Schedule of Distributions

For the year ended December 31, 2021, the Company paid aggregate distributions of $45.2 million including $34.6 million of distributions paid in cash and $10.6 million of distributions reinvested in shares of common stock through the Company's distribution reinvestment plan, as follows (in thousands):

Record Date	Per Common Share		Distribution Date	Net Cash Distributions		Distributions reinvested in shares of Common Stock		Total Aggregate Distributions
March 30, 2021	$	0.07	March 31, 2021	$	8,539	$	2,490	$	11,029
June 29, 2021		0.07	June 30, 2021		8,365		2,674		11,039
September 29, 2021		0.07	September 30, 2021		8,868		2,704		11,572
December 28, 2021		0.07	December 29, 2021		8,875		2,707		11,582
	$	0.28		$	34,647	$	10,575	$	45,222

Summary of Changes in Unvested Restricted Stock

Employees were awarded 404,306 shares of three-year vesting restricted stock and the Company’s non-employee directors were awarded 42,980 shares of one-year vesting restricted stock during the year ended December 31, 2021. The following table presents the changes in unvested restricted stock for the year ended December 31, 2021:

	Performance Based Awards			Weighted Average Grant Date Fair Value		Time-Based Service Awards			Weighted Average Grant Date Fair Value		Total Awards
Unvested restricted shares, beginning of period		779,102		$	9.08		11,170		$	9.08		790,272
Granted		135,045		$	9.08		447,286		$	9.08		582,331
Forfeited		—					(1,651	)				(1,651	)
Vested		(311,641	)				(3,722	)				(315,363	)
Unvested restricted shares, end of period		602,506					453,083					1,055,589

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Fair Value Measures and Disclosures (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Assets Measured at Fair Value on a Recurring Basis

The following table presents information about the Company's assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as follows (in thousands):

	Level 1		Level 2		Level 3		Total
December 31, 2021
Assets:
Interest rate caps	$	—	$	1,282	$	—	$	1,282
	$	—	$	1,282	$	—	$	1,282
December 31, 2020
Assets:
Interest rate caps	$	—	$	62	$	—	$	62
	$	—	$	62	$	—	$	62

Carrying Amount and Estimated Fair Values of Loan Held for Investment, Net, and Mortgage Notes Payable - outstanding borrowings

The following table presents the carrying amount and estimated fair value of the Company’s mortgage notes payable-outstanding borrowings (in thousands):

	December 31, 2021				December 31, 2020
	Outstanding Balance		Estimated Fair Value		Outstanding Balance		Estimated Fair Value
Mortgage notes payable- outstanding borrowings	$	1,415,321	$	1,358,503	$	830,950	$	822,859

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Derivatives and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Outstanding Interest Rate Derivatives

The following table presents the Company's outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2021 and 2020 (dollars in thousands):

	Interest Rate Derivative	Number of Instruments	Notional Amount		Maturity Dates
December 31, 2021	Interest rate caps	18	$	626,623	January 1, 2022 through February 1, 2026
December 31, 2020	Interest rate caps	22	$	677,238	May 1, 2021 through January 1, 2025

Fair Value and Balance Sheet Location of Derivatives

The table below presents the fair value of the Company’s derivative financial instruments on the consolidated balance sheets as of December 31, 2021 and 2020 (in thousands):

Asset Derivatives

Liabilities Derivatives

December 31, 2021

December 31, 2020

December 31, 2021

December 31, 2020

Balance Sheet

Fair Value

Balance Sheet

Fair Value

Balance Sheet

Fair Value

Balance Sheet

Fair Value

Prepaid expenses and other assets

$

1,282

Prepaid expenses and other assets

$

62

—

$

—

—

$

—

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Nature of Business and Operations (Details) - $ / shares			12 Months Ended
	Jan. 23, 2022	Jan. 28, 2021	Dec. 31, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Minimum distribution percentage of taxable net income excluding net capital gains			90.00%
Common stock par value			$ 0.01	$ 0.01
Convertible stock par value			$ 0.01	$ 0.01
REIT I Merger Agreement
Class Of Stock [Line Items]
Date of merger agreement			Sep. 08, 2020
Effective date of merger agreement		Jan. 28, 2021
REIT I Company Merger
Class Of Stock [Line Items]
Convertible common stock, right to receive number of shares at the effective time of merger		1.22423
Convertible common stock, right to receive cash per share without interest at the effective time of merger		$ 0.02
REIT I Partnership Merger
Class Of Stock [Line Items]
Convertible common stock, right to receive number of shares at the effective time of merger		1.22423
Series A cumulative participating redeemable preferred unit, description			each Series A Cumulative Participating Redeemable Preferred Unit in OP I issued and outstanding immediately prior to the effective time of the REIT I Partnership Merger converted into the right to receive one Series A Cumulative Participating Redeemable Preferred Unit in OP II ("OP Preferred Units").
REIT III Merger Agreement
Class Of Stock [Line Items]
Date of merger agreement			Sep. 08, 2020
Effective date of merger agreement		Jan. 28, 2021
Convertible common stock, right to receive number of shares at the effective time of merger		0.925862
Blackstone Merger Agreement | Subsequent Event
Class Of Stock [Line Items]
Date of merger agreement	Jan. 23, 2022
Common stock par value	$ 0.01
Right to receive cash for per common stock cancelled and converted	14.75
Convertible stock par value	0.01
Right to receive cash for per convertible stock cancelled and converted	$ 1,846.76
Shares issued through distribution reinvestment plan
Class Of Stock [Line Items]
Common stock, shares issued (in shares)			165,800,000

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Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 28, 2021
Property, Plant and Equipment [Line Items]
Deposits at various banks	$ 125,300,000
Cash, uninsured amount	108,100,000
Asset Impairment Charges [Abstract]
Impairment of real estate	0	$ 0	$ 0
Revenue Recognition [Abstract]
Contract liability	$ 1,700,000	760,000
Revenue contract period	10 years to 12 years
Revenue recognized from contract with customer liability	$ 275,000	118,000	77,000
Allowance for uncollectible receivables	1,621,000	774,000
Adjustment to rental and other property income, net of recoveries	$ 2,000,000.0	$ 1,200,000	$ 299,000
Description of asset management fee, percentage	The monthly asset management fee was equal to one-twelfth of 1.0% of the cost of each asset held by REIT II and one-twelfth of 1.0% of the appraised value of each asset held by REIT III, without deduction for depreciation, bad debts or other non-cash reserves.
Description of property management fee, percentage	The monthly property management fee was calculated based on 4.5% of the gross monthly receipts from REIT II's and REIT III’s properties.
Income Tax Disclosure [Abstract]
Minimum distribution percentage of taxable net income excluding net capital gains	90.00%
Distribution percentage of taxable net income not subject to federal corporate income tax	100.00%
Number of years entity may be precluded from REIT qualifications	4 years
Manager
Property, Plant and Equipment [Line Items]
Management fee (as percent)	5.00%
Convertible Stock
Revenue Recognition [Abstract]
Antidilutive securities not included in the diluted earnings per share calculations	0
Unvested Performance Awards
Revenue Recognition [Abstract]
Antidilutive securities not included in the diluted earnings per share calculations	467,461
REIT II and REIT III
Property, Plant and Equipment [Line Items]
Management fee (as percent)	4.50%
REIT I Company Merger
Reclassifications [Abstract]
Exchange ratio				1.22423
Less Than 30 Days Past Due
Revenue Recognition [Abstract]
Receivables percentage included in the allowance balance	13.10%
31-60 Days Past Due
Revenue Recognition [Abstract]
Receivables percentage included in the allowance balance	11.90%
61-90 Days Past Due
Revenue Recognition [Abstract]
Receivables percentage included in the allowance balance	1.20%
Over 90 Days Past Due
Revenue Recognition [Abstract]
Receivables percentage included in the allowance balance	73.80%
Improvements and replacements
Property, Plant and Equipment [Line Items]
Improvements and replacements, useful life greater than or equal to one year, capitalization threshold (in years)	1 year
Operating leases for residential rental properties
Revenue Recognition [Abstract]
Future minimum rental payments, in one years	$ 124,200,000
Future minimum rental payments, in two years	1,700,000
Future minimum rental payments, thereafter	0
Operating leases for residential rental properties | Residential Real Estate Properties Held for Sale
Revenue Recognition [Abstract]
Future minimum rental held for sale, current	9,800,000
Future minimum rental held for sale, in two years	130,000
Future minimum rental held for sale, thereafter	0
Commercial rental properties and antenna rentals
Revenue Recognition [Abstract]
Future minimum rental payments, in one years	4,230,000
Future minimum rental payments, in two years	389,000
Future minimum rental payments, in three years	336,000
Future minimum rental payments, in four years	253,000
Future minimum rental payments, in five years	184,000
Future minimum rental payments, thereafter	$ 1,100,000
Texas | Geographic concentration risk
Risks and Uncertainties [Abstract]
Real estate investment	26.00%
Georgia | Geographic concentration risk
Risks and Uncertainties [Abstract]
Real estate investment	13.00%
Illinois | Geographic concentration risk
Risks and Uncertainties [Abstract]
Real estate investment	12.00%
Colorado | Geographic concentration risk
Risks and Uncertainties [Abstract]
Real estate investment	10.00%
California | Geographic concentration risk
Risks and Uncertainties [Abstract]
Real estate investment	7.00%

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Summary of Significant Accounting Policies - Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2021
Buildings
Property, Plant and Equipment [Line Items]
Real estate investments, useful life	27 years 6 months
Building improvements | Minimum
Property, Plant and Equipment [Line Items]
Real estate investments, useful life	5 years
Building improvements | Maximum
Property, Plant and Equipment [Line Items]
Real estate investments, useful life	27 years 6 months
Furniture and fixtures | Minimum
Property, Plant and Equipment [Line Items]
Real estate investments, useful life	2 years
Furniture and fixtures | Maximum
Property, Plant and Equipment [Line Items]
Real estate investments, useful life	5 years
Tenant improvements
Property, Plant and Equipment [Line Items]
Real estate investments, useful life	Shorter of lease term or expected useful life
Lease intangibles
Property, Plant and Equipment [Line Items]
Real estate investments, useful life	Weighted average remaining term of related lease

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Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Net income (loss)	$ 54,903	$ (24,133)	$ (1,747)
Redemption of preferred OP units	(342)
Preferred return to preferred OP unit holders	(3,161)	(1,406)
Net income (loss) after preferred return	51,400	(25,539)	(1,747)
Less: Allocation of income to preferred unit holders attributable to noncontrolling interest	158	101
Less: Net loss attributable to noncontrolling interest	696	279
Net income (loss) attributable to common stockholders	$ 52,254	$ (25,159)	$ (1,747)
Denominator for basic earnings per share	153,820	85,531	85,861
Weighted average unvested restricted stock	69
Denominator for diluted earnings per share	153,889	85,531	85,861
Earnings Per Share [Abstract]
Basic	$ 0.34	$ (0.29)	$ (0.02)
Diluted	$ 0.34	$ (0.29)	$ (0.02)

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Self-Management Transaction - Narrative (Details) - USD ($)			12 Months Ended
	Sep. 14, 2021	Sep. 08, 2020	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Units redeemed			20,520,287
Goodwill			$ 154,531,000	$ 154,935,000
OP I Preferred Units | C-III and Legacy Co
Business Acquisition [Line Items]
Units redeemed	319,965
Common Units | C-III and Legacy Co
Business Acquisition [Line Items]
Common units exchanged for common stock	7,539,737.53
Series A Preferred Units | C-III and Legacy Co
Business Acquisition [Line Items]
Units redeemed	319,965
Self-Management Transaction
Business Acquisition [Line Items]
Leasehold improvements and furniture		$ 659,000
Deferred payments in cash		7,500,000
Business combination outstanding obligation due		811,000
Business combination assets acquired accrued management fees		4,300,000
Business combination assets acquired prepaid rent		150,000
Business combination liabilities assumed payroll liabilities		2,900,000
Business combination liabilities assumed due to third party		684,000
Transaction costs				$ 2,300,000
Goodwill		154,500,000
Self-Management Transaction | Six Monthly
Business Acquisition [Line Items]
Deferred payments		2,000,000.0
Deferred payments		12,000,000.0
Self-Management Transaction | Twelve Monthly
Business Acquisition [Line Items]
Deferred payments		625,000
Deferred payments		$ 7,500,000
Self-Management Transaction | O P I Common Units
Business Acquisition [Line Items]
Conversion of OP common units		7,500,000
Self-Management Transaction | OP I Preferred Units
Business Acquisition [Line Items]
Business combination, consideration transferred		319,965
Self-Management Transaction | Participation Rights of the OP I Preferred Units Increased OP Preferred Units
Business Acquisition [Line Items]
Conversion of OP common units		391,711
Self-Management Transaction | PM Holdings and Advisor Holdings | REIT I OP
Business Acquisition [Line Items]
Percentage of membership interest		100.00%
Self-Management Transaction | PM Holdings and Advisor Holdings | REIT I OP | O P I Common Units
Business Acquisition [Line Items]
Business combination, consideration transferred		6,200,000

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Self-Management Transaction - Schedule of Consideration Given under Self-Management Transaction (Details) $ in Thousands	Sep. 08, 2020 USD ($)
Business Combinations [Abstract]
Fair value of OP I Units issued	$ 128,200
Net working capital	811
Subsequent consideration	27,000
Net consideration	$ 156,011

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Self-Management Transaction - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Sep. 08, 2020
Assets:
Goodwill	$ 154,531	$ 154,935
PM Holdings and Advisor Holdings
Assets:
Due from related parties			$ 4,299
Prepaid expenses and other assets			150
Goodwill			154,531
Property and equipment			659
Operating lease right-of-use assets			3,244
Total assets acquired			162,883
Liabilities:
Other liabilities			3,628
Operating lease liabilities			3,244
Total liabilities assumed			6,872
Net assets acquired			$ 156,011

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Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Non-cash financing and investing activities:
Stock issued pursuant to distribution reinvestment plan	$ 10,575	$ 6,085	$ 24,499
Accruals for construction in process	2,237	848	2,470
Repayments on borrowings through refinancing	461,968	130,539	58,350
Lease liabilities arising from obtaining right-of-use assets			526
Accrued allocation of income to preferred unit holders		1,120
Deferred financing costs, interest, and fees funded through refinancing		3,245	973
Non-cash activity related to sales:
Mortgage notes payable settled directly with proceeds from sale of rental property	65,900		61,041
Cash paid during the period for:
Interest	41,865	25,106	$ 35,936
Self-Management Transaction
Non-cash activity related to Self-Management Transaction:
Due to related parties for acquisition of net assets acquired in Self-Management Transaction		19,125
Operating Partnership units issued in exchange for net assets acquired in Self-Management Transaction		$ 128,200
REIT II
Non-cash activity related to Merger:
Net assets acquired in Resource REIT Merger in exchange for common shares	543,840
REIT III Merger Agreement
Non-cash activity related to Merger:
Net assets acquired in Resource REIT Merger in exchange for common shares	101,435
REIT I
Non-cash activity related to Merger:
Net assets acquired in Resource REIT Merger in exchange for common shares	$ 645,275

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Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 10,420	$ 14,769	$ 12,304
Real Estate Taxes
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	6,879	7,910
Insurance
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	1,486	1,350
Debt service reserve
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	157	2,045
Capital Improvements
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 1,898	$ 3,464

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Investments in Real Estate - Narrative (Details)		12 Months Ended
	Jan. 28, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) Property Unit shares	Dec. 31, 2020 USD ($) Property shares	Dec. 31, 2019 USD ($) Property
Real Estate [Line Items]
Number of rental properties | Property		45
Number of units | Unit		13,707
Depreciation expense | $		$ 88,500,000	$ 51,500,000	$ 53,800,000
Net book value of rental properties | $		$ 1,876,047,000	$ 897,975,000
Common stock, issued (in shares)		165,766,753	86,075,442
Common stock, outstanding (in shares)		165,766,753	86,075,442
Disposed of by Sale
Real Estate [Line Items]
Number of rental properties | Property		5	0	2
Rental Properties Held For Sale
Real Estate [Line Items]
Number of rental properties | Property		3
Net book value of rental properties | $		$ 150,176,000
Minimum | Capitalization Rates
Real Estate [Line Items]
Valuation and purchase price allocation, measurement input		4.5
Minimum | Discount Rates
Real Estate [Line Items]
Valuation and purchase price allocation, measurement input		5
Maximum | Capitalization Rates
Real Estate [Line Items]
Valuation and purchase price allocation, measurement input		5.5
Maximum | Discount Rates
Real Estate [Line Items]
Valuation and purchase price allocation, measurement input		7.25
REIT I Company Merger
Real Estate [Line Items]
Convertible common stock, right to receive number of shares at the effective time of merger	1.22423
Estimated net asset value per share of the merged entity | $ / shares	$ 9.06
Estimated value per share of merged entity | $ / shares	$ 11.09
REIT I Company Merger | Convertible Common Stock
Real Estate [Line Items]
Common stock, issued (in shares)	70,300,000
Common stock, outstanding (in shares)	70,300,000
REIT I Company Merger | REIT II Common Stock
Real Estate [Line Items]
Common stock, issued (in shares)	60,000,000.0
Common stock, outstanding (in shares)	60,026,513
Convertible common stock, right to receive number of shares at the effective time of merger	1.22423
Convertible common stock total number of shares newly issued upon merger	86,100,000
REIT I and REIT II Merger Agreement
Real Estate [Line Items]
Estimated capitalized transaction costs | $	$ 4,980,000
REIT III Merger Agreement
Real Estate [Line Items]
Common stock, issued (in shares)	12,100,000
Common stock, outstanding (in shares)	12,092,466
Convertible common stock, right to receive number of shares at the effective time of merger	0.925862
Estimated value per share of merged entity | $ / shares	$ 11.09
REIT I and REIT III Merger Agreement
Real Estate [Line Items]
Number of rental properties | Property		23
Number of units | Unit		6,508
Estimated capitalized transaction costs | $	$ 929,000

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Investments in Real Estate - Schedule of Investments in Rental Properties (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Rental Properties, Net:
Land	$ 293,492	$ 196,355
Building and improvements	1,799,028	929,323
Furniture, fixtures and equipment	53,438	46,879
Construction in progress	8,318	1,374
Rental properties, gross	2,154,276	1,173,931
Less: accumulated depreciation	(278,229)	(275,956)
Rental properties, net	1,876,047	$ 897,975
Rental Properties Held For Sale
Rental Properties, Net:
Land	58,577
Building and improvements	134,489
Furniture, fixtures and equipment	8,179
Construction in progress	97
Rental properties, gross	201,342
Less: accumulated depreciation	(51,166)
Rental properties, net	$ 150,176

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Investments in Real Estate - Summary of Calculation of Consideration Transferred (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 28, 2021	Dec. 31, 2021	Dec. 31, 2020
Summary Of Calculation Of Consideration Transferred [Line Items]
Common stock outstanding as of January 28, 2021		165,766,753	86,075,442
REIT I Company Merger
Summary Of Calculation Of Consideration Transferred [Line Items]
Merged entity estimated net asset value as of merger date	$ 9.06
Exchange ratio	1.22423
REIT I estimated value per share as of January 28, 2021	$ 11.09
REIT I Company Merger | REIT II Common Stock
Summary Of Calculation Of Consideration Transferred [Line Items]
Exchange ratio	1.22423
Common stock outstanding as of January 28, 2021	60,026,513
REIT I Company Merger | REIT I Common Stock
Summary Of Calculation Of Consideration Transferred [Line Items]
Implied REIT I common stock issued as consideration	49,032,055
Value of implied REIT I common stock issued as consideration	$ 543,840
REIT III Merger Agreement
Summary Of Calculation Of Consideration Transferred [Line Items]
Exchange ratio	0.925862
REIT I estimated value per share as of January 28, 2021	$ 11.09
Common stock outstanding as of January 28, 2021	12,092,466
REIT II shares issued as consideration	11,195,955
REIT III Merger Agreement | REIT I Common Stock
Summary Of Calculation Of Consideration Transferred [Line Items]
Implied REIT I common stock issued as consideration	9,145,303
Value of implied REIT I common stock issued as consideration	$ 101,435

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Investments in Real Estate - Summary of Allocation of Values of Real Estate and Other Assets and Liabilities (Details)	Jan. 28, 2021 USD ($)
REIT I and REIT II Merger Agreement
Assets:
Land	$ 127,920,000
Building and improvements	940,630,000
Intangibles	6,765,000
Cash and restricted cash	67,563,000
Other assets	6,062,000
Total assets acquired	1,148,940,000
Liabilities:
Mortgage notes payable, net	580,676,000
Due to related parties	988,000
Accounts payable and other liabilities	18,456,000
Total liabilities assumed	600,120,000
Net assets acquired	548,820,000
Less: REIT I's Merger expenses	4,980,000
Fair value of net assets acquired, less REIT I's Merger expenses	543,840,000
REIT I and REIT III Merger Agreement
Assets:
Land	43,733,000
Building and improvements	184,400,000
Intangibles	1,609,000
Cash and restricted cash	22,969,000
Other assets	626,000
Total assets acquired	253,337,000
Liabilities:
Mortgage notes payable, net	147,191,000
Due to related parties	836,000
Accounts payable and other liabilities	2,946,000
Total liabilities assumed	150,973,000
Net assets acquired	102,364,000
Less: REIT I's Merger expenses	929,000
Fair value of net assets acquired, less REIT I's Merger expenses	$ 101,435,000

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Investments in Real Estate - Summary of Allocation of Values of Real Estate and Other Assets and Liabilities (Parenthetical) (Details) $ in Millions	Jan. 28, 2021 USD ($)
REIT I and REIT II Merger Agreement
Business Acquisition [Line Items]
Mortgage notes payable, (discount) premium amount	$ (3.0)
REIT I and REIT III Merger Agreement
Business Acquisition [Line Items]
Mortgage notes payable, (discount) premium amount	$ 2.1

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Investments in Real Estate - Summary of Revenue and Net Loss of Properties Acquired in Mergers (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Revenue	$ 104,990
Net loss	(8,018)
REIT II
Business Acquisition [Line Items]
Revenue	84,212
Net loss	(5,696)
REIT III
Business Acquisition [Line Items]
Revenue	20,778
Net loss	$ (2,322)

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Investments in Real Estate - Summary of Condensed Pro forma Operating Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Combinations [Abstract]
Revenue	$ 248,584	$ 239,902
Net income (loss)	63,457	(63,985)
Net loss attributable to noncontrolling interests	373	3,287
Net income (loss) attributable to common stockholders	$ 60,327	$ (65,178)
Net income (loss) to common stockholders per share, basic and diluted	$ 0.38	$ (0.41)

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Investments in Real Estate - Summary of Details of Disposition Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2019
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Contract Sales Price	$ 202,151	$ 82,310
Net Gain on Disposition	93,665	38,810
Revenue Attributable to Property Sold	12,701	3,578
Net (Loss) Income Attributable to Properties Sold	784	(1,891)
Evergreen at Coursey | Baton Rouge, LA
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Contract Sales Price	49,751
Net Gain on Disposition	18,734
Revenue Attributable to Property Sold	2,272
Net (Loss) Income Attributable to Properties Sold	(107)
The Retreat at Rocky Ridge | Hoover, AL
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Contract Sales Price	25,400
Net Gain on Disposition	17,665
Revenue Attributable to Property Sold	1,962
Net (Loss) Income Attributable to Properties Sold	384
Tech Center Square | Newport News, VA
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Contract Sales Price	36,700
Net Gain on Disposition	22,949
Revenue Attributable to Property Sold	2,407
Net (Loss) Income Attributable to Properties Sold	463
The Brookwood | Homewood, AL
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Contract Sales Price	45,300
Net Gain on Disposition	6,385
Revenue Attributable to Property Sold	3,134
Net (Loss) Income Attributable to Properties Sold	(210)
Pines of York | Yorktown, VA
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Contract Sales Price	45,000
Net Gain on Disposition	27,932
Revenue Attributable to Property Sold	2,926
Net (Loss) Income Attributable to Properties Sold	$ 254
Williamsburg | Cincinnati, OH
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Contract Sales Price		70,000
Net Gain on Disposition		34,575
Revenue Attributable to Property Sold		2,151
Net (Loss) Income Attributable to Properties Sold		(1,431)
Pinehurst | Kansas City, MO
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Contract Sales Price		12,310
Net Gain on Disposition		4,235
Revenue Attributable to Property Sold		1,427
Net (Loss) Income Attributable to Properties Sold		$ (460)

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Identified Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 154,935
Goodwill, Ending Balance	154,531
Evergreen at Coursey
Goodwill [Line Items]
Goodwill related to sale	(268)
Pines of York
Goodwill [Line Items]
Goodwill related to sale	$ (136)

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Identified Intangible Assets, Net and Goodwill - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]
Identified intangible assets, net		$ 5,000
Goodwill	$ 154,531,000	154,935,000
Acquired in-place leases
Finite Lived Intangible Assets [Line Items]
Identified intangible assets, net	0	5,000,000
Accumulated amortization	32,300,000	27,100,000
Amortization expense	$ 8,400,000	$ 0	$ 0

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Debt - Summary of Debt, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total	$ 1,415,321
Weighted average interest rate on total debt	2.56%	2.46%
Mortgages
Debt Instrument [Line Items]
Mortgages notes payable, net - variable rate	$ 607,711	$ 675,791
Mortgages notes payable, net - fixed rate	801,140	150,195
Total	$ 1,408,851	$ 825,986
Weighted Average Maturity in Years	5 years 2 months 26 days
Mortgages | Variable Rate
Debt Instrument [Line Items]
Weighted average interest rate on total debt	2.05%	2.12%
Weighted Average Maturity in Years	3 years 10 months 9 days
Mortgages | Fixed Rate
Debt Instrument [Line Items]
Weighted average interest rate on total debt	2.96%	4.03%
Weighted Average Maturity in Years	6 years 3 months 14 days
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility	$ 0	$ 0
Weighted average interest rate on total debt	0.00%	0.00%

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Debt - Annual Future Principal Payments on Outstanding Borrowings (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 38,899
2023	39,943
2024	226,578
2025	191,219
2026	95,567
Thereafter	823,115
Total	$ 1,415,321

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Debt - Narrative (Details)			3 Months Ended	12 Months Ended
	May 20, 2021 USD ($)	Jan. 28, 2021 USD ($) Property	Dec. 31, 2021 USD ($) Apartment	Dec. 31, 2021 USD ($) Apartment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Refinance or pay off of borrower's debt				$ 79,470,000	$ 11,655,000	$ 9,230,000
Amortization of deferred financing costs				2,554,000	1,478,000	2,320,000
Tangible net worth			$ 678,800,000	$ 678,800,000
Percentage of net proceeds of future equity issuances				75.00%
Borrowings under credit facility				$ 33,202,000	34,369,000	26,676,000
Number of apartments owned as collateral | Apartment			37	37
As of Last Day of Each Fiscal Quarter Thereafter
Debt Instrument [Line Items]
Financial covenants, percentage of consolidated indebtedness to asset value ratio				60.00%
Consolidated fixed charge coverage ratio				1.50
Mortgages
Debt Instrument [Line Items]
Accumulated amortization of deferred financing costs			$ 4,600,000	$ 4,600,000	6,300,000
Deferred financing costs, net			6,300,000	6,300,000	5,700,000
Mortgage note payable			74,400,000	74,400,000
Mortgages | Interest Expense
Debt Instrument [Line Items]
Prepayment penalties			938,000
Amortization of deferred financing costs				3,800,000	1,500,000	2,300,000
Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers
Debt Instrument [Line Items]
Facility termination period		15 years
Convertible loan advances from variable to fixed Description		Borrower has the option to convert variable rate advances to fixed rate advances beginning on the first day of the second year of the variable rate advance term and ending seven years prior to the Facility Termination Date, subject to the satisfaction of customary requirements set forth in the Loan Documents.
Initial advance amount		$ 495,200,000
Number of real estate properties secured by mortgage | Property		12
Refinance or pay off of borrower's debt		$ 462,000,000.0
Extinguishment costs				4,600,000
Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers | Interest Expense
Debt Instrument [Line Items]
Prepayment penalties				2,400,000
Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers | REIT II
Debt Instrument [Line Items]
Number of real estate properties secured by mortgage | Property		5
Secured Revolving Credit Facility
Debt Instrument [Line Items]
Initial advance amount	$ 100,000,000.0
Accumulated amortization of deferred financing costs			230,000	230,000
Letters of credit	$ 15,000,000.0
Line of credit, interest-only facility maturity period	3 years
Line of credit, extension maturity period	1 year
Line of credit, maximum amount	$ 500,000,000.0		$ 100,000,000.0	100,000,000.0
Credit facility, default rate	2.00%
Borrowings under credit facility				$ 0
Number of apartments owned as collateral | Apartment			6	6
Credit facility, unused fee paid				$ 188,333
Secured Revolving Credit Facility | Prepaid Expenses and Other Assets
Debt Instrument [Line Items]
Deferred finance costs			$ 1,100,000	1,100,000
Secured Revolving Credit Facility | Interest Expense
Debt Instrument [Line Items]
Amortization of deferred financing costs				230,000
Secured Revolving Credit Facility | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	0.50%
Secured Revolving Credit Facility | Eurodollar Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	1.00%
Secured Revolving Credit Facility | Mortgages
Debt Instrument [Line Items]
Deferred financing costs, net			892,000	$ 892,000
Minimum | As of Last Day of Each of First Four Fiscal Quarters Ending After May 20, 2021
Debt Instrument [Line Items]
Consolidated fixed charge coverage ratio				1.35
Minimum | Secured Revolving Credit Facility
Debt Instrument [Line Items]
Threshold percentage of total indebtedness to total asset value ratio	60.00%
Minimum | Secured Revolving Credit Facility | Eurodollar Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	1.60%
Minimum | Secured Revolving Credit Facility | Base Rate Loans
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	0.60%
Maximum
Debt Instrument [Line Items]
Percentage of consolidated secured recourse indebtedness to total asset value				5.00%
Maximum | As of Last Day of Each of First Six Fiscal Quarters Ending After May 20, 2021
Debt Instrument [Line Items]
Financial covenants, percentage of consolidated indebtedness to asset value ratio				65.00%
Maximum | Secured Revolving Credit Facility
Debt Instrument [Line Items]
Threshold percentage of total indebtedness to total asset value ratio	45.00%
Maximum | Secured Revolving Credit Facility | Eurodollar Rate
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	2.20%
Maximum | Secured Revolving Credit Facility | Base Rate Loans
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	1.20%
Fixed Advances | Minimum | Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers
Debt Instrument [Line Items]
Facility termination period		5 years
Fixed Advances | Maximum | Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers
Debt Instrument [Line Items]
Facility termination period		15 years
Variable Advances | Minimum | Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers
Debt Instrument [Line Items]
Facility termination period		5 years
Variable Advances | Maximum | Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers
Debt Instrument [Line Items]
Facility termination period		10 years
Acquisitions of Rental Property
Debt Instrument [Line Items]
Increase (decrease) in interest expense due to fair value adjustments				$ 21,000	$ (315,000)	$ (333,000)
Net premium or discount included in consolidated balance sheets			$ 162,000	$ 162,000

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Debt - Summary of Additional Information about Initial Advance on Facility (Details) - Structured Credit Facility Transaction - Borrowers	Jan. 28, 2021 USD ($)
Fixed Advance 1
Debt Instrument [Line Items]
Original Loan Amount	$ 235,205,000
Maturity Date	Feb. 01, 2031
Annual Interest Rate	2.79%
Fixed Advance 2
Debt Instrument [Line Items]
Original Loan Amount	$ 235,205,000
Maturity Date	Feb. 01, 2028
Annual Interest Rate	2.62%
Floating Advance
Debt Instrument [Line Items]
Original Loan Amount	$ 24,760,000
Maturity Date	Feb. 01, 2031
Annual Interest Rate	2.11%	[1]

[1] Floating rate based on 30-day average SOFR plus a fixed margin of 2.06%.

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Debt - Summary of Additional Information about Initial Advance on Facility (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2021
SOFR | Structured Credit Facility Transaction | Borrowers
Debt Instrument [Line Items]
Basis spread on variable rate (as percent)	2.06%

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Leases - Narrative (Details) - USD ($)		12 Months Ended
	Sep. 08, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating Leased Assets [Line Items]
Option to extend lease term		Some of the leases include options to extend the lease for up to an additional five years
Lessee, operating lease, existence of option to extend		true
Payments due for lease obligations		$ 2,762,000
Weighted average remaining lease term		4 years 8 months 8 days
Weighted average discount rate		2.21%
Operating lease right-of-use assets		$ 2,600,000
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]		Prepaid Expense and Other Assets
Operating lease liabilities		$ 2,624,000
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Accounts Payable And Accrued Liabilities Current And Noncurrent
Minimum
Operating Leased Assets [Line Items]
Operating leases, remaining terms		1 year
Maximum
Operating Leased Assets [Line Items]
Operating leases, remaining terms		6 years
Parking Lot Lease | Rental Operating Expenses
Operating Leased Assets [Line Items]
Operating lease, expense		$ 36,000	$ 36,000	$ 36,000
All Other Leases | General and Administrative Expenses
Operating Leased Assets [Line Items]
Operating lease, expense		$ 624,000	$ 253,000	$ 126,000
Philadelphia Office Lease
Operating Leased Assets [Line Items]
Operating leases, remaining terms	5 years
Operating lease expiration month and year	2026-09
Minimum lease rental payments	$ 45,034

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Leases - Schedule of Annual Payments for Operating Lease Liabilities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022	$ 583
2023	572
2024	573
2025	586
2026	448
Total future minimum operating lease payments	2,762
Less: imputed interest	(138)
Operating lease liabilities	$ 2,624

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Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ 276,620	$ 182,815	$ 236,306
Designated derivatives, fair value adjustments	(620)	306	88
Noncontrolling interest	9	(9)
Ending balance	867,595	276,620	182,815
'Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(391)	(218)	(474)
Reclassification adjustment for realized loss on designated derivatives	42	124	344
Designated derivatives, fair value adjustments	620	(306)	(88)
Noncontrolling interest	(9)	9
Ending balance	$ 262	$ (391)	$ (218)

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Certain Relationships and Related Party Transactions - Narrative (Details) - USD ($)		12 Months Ended
	Sep. 14, 2021	Dec. 31, 2021	Dec. 31, 2019
Related Party Transaction [Line Items]
Units redeemed		20,520,287
Redemption value			$ 359,000
Catastrophic insurance, losses in excess of insurance pool, limit		$ 250,000,000.0
Catastrophic insurance policy expiration date		Mar. 01, 2021
General liability insured and dedicated limit per occurrence		$ 1,000,000
General liability pool claim amount limit		2,000,000.0
General liability loss per occurrence excess liability program		50,000,000.0
General liability insurance, loss covered in excess of insurance pool, limit		51,000,000.0
General liability pool, deductible amount per incident		$ 25,000
General liability loss policy expiration date		Mar. 01, 2021
Minimum
Related Party Transaction [Line Items]
Catastrophic insurance, deductible amount per incident		$ 25,000
Maximum
Related Party Transaction [Line Items]
Catastrophic insurance, deductible amount per incident		$ 100,000
Manager
Related Party Transaction [Line Items]
Property management fee (as percent)		4.50%
Occupancy (as percent)		75.00%
Term for which Manager received minimum property management fee if properties are less than 75% occupied		12 months
Construction management fee (as percent)		5.00%
Debt servicing fee (as percent)		2.75%
C-III and RAI
Related Party Transaction [Line Items]
Terms of transitional services agreement		1 year
C-III and RAI | OPI Common Units
Related Party Transaction [Line Items]
Units owned by noncontrolling interests		7,500,000
C-III and RAI | OPI Preferred Units
Related Party Transaction [Line Items]
Units owned by noncontrolling interests		319,965
C-III and RAI | Common Stock
Related Party Transaction [Line Items]
Units owned by noncontrolling interests		8,300,000
C-III and Legacy Co | OPI Preferred Units
Related Party Transaction [Line Items]
Units redeemed	319,965
Redemption value	$ 67,500,000
C-III and Legacy Co | Common Stock
Related Party Transaction [Line Items]
Common units exchanged for common stock	7,539,737.53
Former Advisor
Related Party Transaction [Line Items]
Term of Advisory Agreement		1 year
Advisory Agreement, renewal period		1 year
Acquisition fee (as percent)		2.00%
Monthly asset management fee (as percent)		0.083%
Percentage annual asset management fee (as percent)		1.00%
Disposition fee as a percentage of the aggregate brokerage commission paid		50.00%
Disposition fee (as percent)		2.75%
Debt financing fee (as percent)		0.50%

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Certain Relationships and Related Party Transactions - Fees Earned/Expenses Paid and Amounts Payable to Related Parties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Due from related parties		$ 2,763
Due to related parties		20,245
REIT II
Related Party Transaction [Line Items]
Due from related parties		1,915
REIT II | Internal Audit
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties	$ 8	33
REIT II | Management fees
Related Party Transaction [Line Items]
Due from related parties		327
REIT II | Expense Reimbursements
Related Party Transaction [Line Items]
Due from related parties		1,588
Fees earned / expenses paid to related parties	371	1,529
REIT II | Debt financing fees
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		184
REIT II | Asset management fee income
Related Party Transaction [Line Items]
Fees earned from related parties	669	2,866
REIT II | Property management fee income
Related Party Transaction [Line Items]
Fees earned from related parties	275	1,198
REIT III
Related Party Transaction [Line Items]
Due from related parties		848
REIT III | Management fees
Related Party Transaction [Line Items]
Due from related parties		79
REIT III | Deferred organization and offering costs reimbursements
Related Party Transaction [Line Items]
Due from related parties		769
REIT III | Asset management fee income
Related Party Transaction [Line Items]
Fees earned from related parties	164	705
REIT III | Property management fee income
Related Party Transaction [Line Items]
Fees earned from related parties	67	295
C-III/RAI
Related Party Transaction [Line Items]
Due to related parties		20,245
C-III/RAI | Self-Management Transaction Consideration
Related Party Transaction [Line Items]
Due to related parties		19,125
C-III/RAI | Allocation of income to preferred unit holders
Related Party Transaction [Line Items]
Due to related parties		1,120
C-III/RAI | Transition Services
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties	2	182
C-III/RAI | Transition Services Paid to Company
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		17
C-III/RAI | Preferred Unit Distributions
Related Party Transaction [Line Items]
Fees earned from related parties	3,161	1,406
C-III/RAI | Common OP Unit Distributions
Related Party Transaction [Line Items]
Fees earned from related parties	1,110
C-III/RAI | Sublease Rent Reimbursement
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		15
ACR | Internal Audit
Related Party Transaction [Line Items]
Fees earned from related parties	37	47
ACR | Sublease Rent Reimbursement
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties	$ 30	44
Former Advisor | Disposition Fees
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties			$ 453
Former Advisor | Internal Audit
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		75	108
Former Advisor | Acquisition costs
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		113
Former Advisor | Asset management fees
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		8,517	12,498
Former Advisor | Debt financing fees
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		43	116
Former Advisor | Overhead allocation
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		2,955	3,663
Manager | Construction Payroll Reimbursements
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties			97
Manager | Expense Reimbursements
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties			184
Manager | Property management fees
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		4,071	6,034
Manager | Construction management fees
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		298	500
Manager | Debt servicing fees
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties		$ 1	2
Other | The Planning & Zoning Resource Company
Related Party Transaction [Line Items]
Fees earned / expenses paid to related parties			$ 2

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Equity - Preferred Stock - (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

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Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Common stock, outstanding (in shares)	165,766,753	86,075,442
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, issued (in shares)	165,766,753	86,075,442
Gross Proceeds	$ 1,582,101
Total (in shares)	186,287,040
Share redeemed and retired (in shares)	(20,520,287)
Shares issued through private offering
Class Of Stock [Line Items]
Common stock, issued (in shares)	1,279,227
Gross Proceeds	$ 12,737
Shares issued through primary public offering
Class Of Stock [Line Items]
Common stock, issued (in shares)	129,923,354
Gross Proceeds	$ 1,289,845
Shares issued through stock distributions
Class Of Stock [Line Items]
Common stock, issued (in shares)	2,406,986
Shares issued through distribution reinvestment plan
Class Of Stock [Line Items]
Common stock, issued (in shares)	29,042,460
Gross Proceeds	$ 279,519
Restricted shares issued to employees
Class Of Stock [Line Items]
Common stock, issued (in shares)	1,370,952
Shares issued through conversion of common OP units
Class Of Stock [Line Items]
Common stock, issued (in shares)	7,539,738
Mergers
Class Of Stock [Line Items]
Common stock, issued (in shares)	14,724,323
Unvested Restricted Stock
Class Of Stock [Line Items]
Common stock, outstanding (in shares)	1,055,589	790,272
Common stock, issued (in shares)	1,055,589	790,272
Shares issued through distribution reinvestment plan
Class Of Stock [Line Items]
Common stock, par value (in dollars per share)	$ 8.61

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Equity - Convertible Stock - (Details)	12 Months Ended
	Dec. 31, 2021 Event $ / shares shares	Dec. 31, 2020 $ / shares shares
Class Of Stock [Line Items]
Convertible stock, outstanding (in shares)	50,000	49,935
Convertible stock, par value (in dollars per share) | $ / shares	$ 0.01	$ 0.01
Convertible stock held by subsidiary		30,273
Convertible stock held by affiliated persons (in shares)	18,628	18,790
Convertible stock held by outside investors (in shares)		872
Percentage on original share price (as percent)	100.00%
Percentage non-compounded annual return, option one (as percent)	7.00%
Aggregate percentage return (as percent)	7.00%
Number of possible triggering events | Event	2
Conversion ratio	0.00002
Common stock, convertible, triggering event, if lesser of, option one (as percent)	15.00%
Number of triggering events | Event	0
REIT I Merger | Convertible Common Stock
Class Of Stock [Line Items]
Convertible stock right to receive per share | $ / shares		$ 0.02

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Equity - Redemption of Securities (Details) - $ / shares	1 Months Ended												12 Months Ended
	Dec. 31, 2021	Nov. 30, 2021	Oct. 31, 2021	Sep. 30, 2021	Aug. 31, 2021	Jul. 31, 2021	Jun. 30, 2021	May 31, 2021	Apr. 30, 2021	Mar. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Dec. 31, 2021
Equity [Abstract]
Total Number of Shares Redeemed (in shares)	184,236	0	0	240,767	0	0	148,989	0	0	169,112	0	136,685	879,789
Average Price Paid per Share (in dollars per share)	$ 9.06	$ 0	$ 0	$ 9.06	$ 0	$ 0	$ 9.06	$ 0	$ 0	$ 9.08	$ 0	$ 9.08	$ 9.06

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Equity - Amended Share Redemption Program (Details)	Feb. 03, 2021
Maximum
Subsidiary Sale of Stock [Line Items]
Number of business days of payment for share redeemed after redemption date	5 days

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Equity - Distributions Paid to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Securities Financing Transaction [Line Items]
Total Aggregate Distribution	$ 45,222
Net Cash Distribution	34,647
Common stock issued through distribution reinvestment plan	$ 10,575	$ 6,085	$ 24,499
Per Common Share (in dollars per share)	$ 0.28
Record date of March 30, 2021
Securities Financing Transaction [Line Items]
Total Aggregate Distribution	$ 11,029
Net Cash Distribution	8,539
Common stock issued through distribution reinvestment plan	$ 2,490
Per Common Share (in dollars per share)	$ 0.07
Record date of June 29, 2021
Securities Financing Transaction [Line Items]
Total Aggregate Distribution	$ 11,039
Net Cash Distribution	8,365
Common stock issued through distribution reinvestment plan	$ 2,674
Per Common Share (in dollars per share)	$ 0.07
Record date of September 29, 2021
Securities Financing Transaction [Line Items]
Total Aggregate Distribution	$ 11,572
Net Cash Distribution	8,868
Common stock issued through distribution reinvestment plan	$ 2,704
Per Common Share (in dollars per share)	$ 0.07
Record date of December 28, 2021
Securities Financing Transaction [Line Items]
Total Aggregate Distribution	$ 11,582
Net Cash Distribution	8,875
Common stock issued through distribution reinvestment plan	$ 2,707
Per Common Share (in dollars per share)	$ 0.07

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Equity - Share-Based Compensation (Details) - USD ($)		12 Months Ended
	Sep. 08, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 19, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested restricted shares, beginning of period		790,272
Number of shares granted		582,331
Forfeited		(1,651)
Vested		(315,363)
Unvested restricted shares, end of period		1,055,589	790,272
Performance-based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested restricted shares, beginning of period		779,102
Number of shares granted		135,045
Vested		(311,641)
Unvested restricted shares, end of period		602,506	779,102
Unvested restricted shares, weighted average grant date fair value beginning of period		$ 9.08
Granted		$ 9.08
Time-based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested restricted shares, beginning of period		11,170
Number of shares granted		447,286
Forfeited		(1,651)
Vested		(3,722)
Unvested restricted shares, end of period		453,083	11,170
Unvested restricted shares, weighted average grant date fair value beginning of period		$ 9.08
Granted		$ 9.08
Employees | Unvested Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, vesting period		3 years
Number of shares granted		404,306
Non-employee Directors | Unvested Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, vesting period		1 year
Number of shares granted		42,980
2020 LTIP | Performance-based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Distribution payable		$ 169,000
Share Based Compensation Arrangement By Share Based Payment Award Granted Effective Date		Feb. 17, 2021
2020 LTIP | Officers and Certain Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares granted	11,170
2020 LTIP | Officers and Certain Employees | Unvested Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares grants converted	790,272
Fair value of shares granted per share	$ 9.08
Share-based payment award, compensation expense		$ 4,600,000	$ 11,000
Unrecognized compensation expense		$ 7,900,000
Number of shares granted	645,526
2020 LTIP | Officers and Certain Employees | Performance-based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares granted	779,102
2020 LTIP | Officers and Certain Employees | Performance-based Restricted Stock | Upon Completion of Merger
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, vesting percentage	40.00%
Vested	(311,641)
2020 LTIP | Officers and Certain Employees | Performance-based Restricted Stock | Upon Completion of an Initial Public Offering or Liquidity Event
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, vesting percentage	60.00%
2020 LTIP | Officers and Certain Employees | Time-based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based payment award, vesting period	3 years
2020 LTIP | Common Stock | Performance-based Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of shares granted per share				$ 9.08
2020 LTIP | Common Stock | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares authorized		3,500,000

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Equity - Noncontrolling Interests (Details) - USD ($) $ in Thousands			12 Months Ended
	Sep. 14, 2021	Sep. 08, 2020	Dec. 31, 2021	Dec. 31, 2019
Minority Interest [Line Items]
Units redeemed			20,520,287
Redemption value				$ 359
OP I Preferred Units
Minority Interest [Line Items]
Percentage of preferred unit return		7.00%
OP I Preferred Units | C-III and Legacy Co
Minority Interest [Line Items]
Units redeemed	319,965
Redemption value	$ 67,500
Common Stock | C-III and Legacy Co
Minority Interest [Line Items]
Common units exchanged for common stock	7,539,737.53

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Equity - Investor Rights Agreement (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Investor Rights Agreement [Line Items]
Preferred stock redemption expense	$ 342,000
REIT I OP
Investor Rights Agreement [Line Items]
Percentage of weighted average shares outstanding by noncontrolling interests	3.50%

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Fair Value Measures and Disclosures - Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Interest rate caps	$ 1,282	$ 62
Assets at fair value	1,282	62
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Interest rate caps	1,282	62
Assets at fair value	$ 1,282	$ 62

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Fair Value Measures and Disclosures - Schedule of Carrying Amount and Estimated Fair Values (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage notes payable- outstanding borrowings	$ 1,415,321	$ 830,950
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage notes payable- outstanding borrowings	$ 1,358,503	$ 822,859

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Derivatives and Hedging Activities - Narrative (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) Derivative Loan	Dec. 31, 2020 USD ($) Derivative	Dec. 31, 2019 USD ($)
Derivatives Fair Value [Line Items]
Interest rate hedge to be reclassified during next 12 months	$ 144,000
Number of repaid or refinanced loans | Loan	16
Effective cash flow hedges fair value	$ 280,000
Cash flow hedges
Derivatives Fair Value [Line Items]
Expenses or loss due to amortization of premiums for interest rate caps	$ 42,000	$ 124,000	$ 344,000
Cash flow hedges | Interest Rate Caps
Derivatives Fair Value [Line Items]
Number of Interest Rate Derivatives Held | Derivative	18	22

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Derivatives and Hedging Activities - Outstanding Interest Rate Derivatives (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) Derivative	Dec. 31, 2020 USD ($) Derivative
Minimum
Derivatives Fair Value [Line Items]
Maturity Dates	Jan. 01, 2022	May 01, 2021
Maximum
Derivatives Fair Value [Line Items]
Maturity Dates	Feb. 01, 2026	Jan. 01, 2025
Cash flow hedges | Interest Rate Caps
Derivatives Fair Value [Line Items]
Number of Instruments (in derivatives) | Derivative	18	22
Notional Amount | $	$ 626,623	$ 677,238

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Derivatives and Hedging Activities - Fair Value and Balance Sheet Location of Derivatives (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid expenses and other assets
Derivatives Fair Value [Line Items]
Asset derivatives, fair value	$ 1,282	$ 62

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Benefit Plan - Narrative (Details) - USD ($)	1 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Employer matching contributions, amount		$ 272,000	$ 36,000
Defined Benefit Contribution One
Defined Benefit Plan Disclosure [Line Items]
Company matching percentage of employee contributions	100.00%
Company matching percentage of per employee contributions	3.00%
Defined Benefit Contribution Two
Defined Benefit Plan Disclosure [Line Items]
Company matching percentage of employee contributions	50.00%
Company matching percentage of per employee contributions	2.00%

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Subsequent Events - Narrative (Details) - Subsequent Events - USD ($) $ in Millions	Mar. 22, 2022	Jan. 20, 2022
Yorba Linda, California | Bryant at Yorba Linda
Subsequent Event [Line Items]
Proceeds from sale of building		$ 205.5
San Antonio, Texas | Maxwell Townhomes
Subsequent Event [Line Items]
Proceeds from sale of building		$ 48.0
San Antonio, Texas | Sunset Ridge
Subsequent Event [Line Items]
Proceeds from sale of building	$ 60.8

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Schedule III Real Estate and Accumulated Depreciation - Schedule of Real Estate Owned (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 1,415,321
Initial cost to Company	2,197,968
Cost capitalized subsequent to acquisition	157,650
Gross Amount at which carried at close of period	2,355,618	$ 1,173,930	$ 1,163,727	$ 1,212,720
Accumulated Depreciation	(329,395)	$ (275,955)	$ (225,583)	$ (194,777)
Iroquois | Philadelphia, PA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Initial cost to Company	11,076
Cost capitalized subsequent to acquisition	6,578
Gross Amount at which carried at close of period	17,654
Accumulated Depreciation	$ (6,932)
Date of Construction	1961
Date Acquired	Jun. 17, 2011
Cannery | Dayton, OH
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Initial cost to Company	$ 8,273
Cost capitalized subsequent to acquisition	2,468
Gross Amount at which carried at close of period	10,741
Accumulated Depreciation	$ (4,570)
Date of Construction	1838
Date Acquired	May 13, 2011
Trailpoint at the Woodlands | Houston, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Initial cost to Company	$ 26,496
Cost capitalized subsequent to acquisition	5,056
Gross Amount at which carried at close of period	31,552
Accumulated Depreciation	$ (11,524)
Date of Construction	1981
Date Acquired	Jun. 24, 2013
The Westside | Plano, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 38,805
Initial cost to Company	31,001
Cost capitalized subsequent to acquisition	8,556
Gross Amount at which carried at close of period	39,557
Accumulated Depreciation	$ (13,292)
Date of Construction	1984
Date Acquired	Jul. 25, 2013
Verona | Littleton, CO
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 41,275
Initial cost to Company	23,321
Cost capitalized subsequent to acquisition	11,275
Gross Amount at which carried at close of period	34,596
Accumulated Depreciation	$ (11,066)
Date of Construction	1985
Date Acquired	Sep. 30, 2013
Skyview | Westminster, CO
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 27,750
Initial cost to Company	29,509
Cost capitalized subsequent to acquisition	4,425
Gross Amount at which carried at close of period	33,934
Accumulated Depreciation	$ (10,102)
Date of Construction	1985
Date Acquired	Sep. 30, 2013
Maxwell Townhomes | San Antonio, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Initial cost to Company	$ 21,831
Cost capitalized subsequent to acquisition	7,148
Gross Amount at which carried at close of period	28,979
Accumulated Depreciation	$ (11,672)
Date of Construction	1982
Date Acquired	Dec. 16, 2013
Meridian Pointe | Burnsville, MN
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 37,414
Initial cost to Company	32,142
Cost capitalized subsequent to acquisition	6,644
Gross Amount at which carried at close of period	38,786
Accumulated Depreciation	$ (13,377)
Date of Construction	1988
Date Acquired	Dec. 20, 2013
Estates at Johns Creek | Alpharetta, GA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 65,650
Initial cost to Company	69,111
Cost capitalized subsequent to acquisition	10,796
Gross Amount at which carried at close of period	79,907
Accumulated Depreciation	$ (27,263)
Date of Construction	1999
Date Acquired	Mar. 28, 2014
Perimeter Circle | Atlanta, GA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 26,115
Initial cost to Company	28,911
Cost capitalized subsequent to acquisition	3,944
Gross Amount at which carried at close of period	32,855
Accumulated Depreciation	$ (10,556)
Date of Construction	1995
Date Acquired	May 19, 2014
Perimeter 5550 | Atlanta, GA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Initial cost to Company	$ 21,796
Cost capitalized subsequent to acquisition	3,732
Gross Amount at which carried at close of period	25,528
Accumulated Depreciation	$ (8,326)
Date of Construction	1995
Date Acquired	May 19, 2014
Aston at Cinco Ranch | Katy, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Initial cost to Company	$ 31,385
Cost capitalized subsequent to acquisition	3,717
Gross Amount at which carried at close of period	35,102
Accumulated Depreciation	$ (10,843)
Date of Construction	2000
Date Acquired	Jun. 26, 2014
Sunset Ridge | San Antonio, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 28,600
Initial cost to Company	34,554
Cost capitalized subsequent to acquisition	7,266
Gross Amount at which carried at close of period	41,820
Accumulated Depreciation	$ (12,346)
Date of Construction	1949
Date Acquired	Sep. 04, 2014
Calloway at Las Colinas | Irving, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 51,935
Initial cost to Company	47,075
Cost capitalized subsequent to acquisition	12,141
Gross Amount at which carried at close of period	59,216
Accumulated Depreciation	$ (18,178)
Date of Construction	1984
Date Acquired	Sep. 29, 2014
South Lamar Village | Austin, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 23,140
Initial cost to Company	23,370
Cost capitalized subsequent to acquisition	5,888
Gross Amount at which carried at close of period	29,258
Accumulated Depreciation	$ (9,331)
Date of Construction	1981
Date Acquired	Feb. 26, 2015
Heritage Pointe | Gilbert, AZ
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 60,760
Initial cost to Company	35,070
Cost capitalized subsequent to acquisition	8,898
Gross Amount at which carried at close of period	43,968
Accumulated Depreciation	$ (13,613)
Date of Construction	1986
Date Acquired	Mar. 19, 2015
The Bryant at Yorba Linda | Orange County, CA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 74,367
Initial cost to Company	116,036
Cost capitalized subsequent to acquisition	14,519
Gross Amount at which carried at close of period	130,555
Accumulated Depreciation	$ (27,148)
Date of Construction	1986
Date Acquired	Jun. 01, 2015
Point Bonita | Chula Vista, CA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 24,776
Initial cost to Company	50,365
Cost capitalized subsequent to acquisition	7,329
Gross Amount at which carried at close of period	57,694
Accumulated Depreciation	$ (12,402)
Date of Construction	1988
Date Acquired	Jun. 15, 2015
Providence in the Park | Arlington, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 55,250
Initial cost to Company	61,490
Cost capitalized subsequent to acquisition	4,702
Gross Amount at which carried at close of period	66,192
Accumulated Depreciation	$ (14,064)
Date of Construction	1997
Date Acquired	Dec. 22, 2016
Green Trails | Lisle, IL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 58,125
Initial cost to Company	77,128
Cost capitalized subsequent to acquisition	2,732
Gross Amount at which carried at close of period	79,860
Accumulated Depreciation	$ (12,996)
Date of Construction	1988
Date Acquired	May 31, 2017
Terraces at Lake Mary | Lake Mary, FL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 30,596
Initial cost to Company	43,132
Cost capitalized subsequent to acquisition	2,208
Gross Amount at which carried at close of period	45,340
Accumulated Depreciation	$ (7,699)
Date of Construction	1998
Date Acquired	Aug. 31, 2017
Courtney Meadows | Jacksonville, FL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 25,865
Initial cost to Company	40,508
Cost capitalized subsequent to acquisition	2,090
Gross Amount at which carried at close of period	42,598
Accumulated Depreciation	$ (6,524)
Date of Construction	2001
Date Acquired	Dec. 20, 2017
Addison at Sandy Spring | Sandy Springs, GA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 21,855
Initial cost to Company	33,260
Cost capitalized subsequent to acquisition	3,348
Gross Amount at which carried at close of period	36,608
Accumulated Depreciation	$ (5,737)
Date of Construction	1986
Date Acquired	Apr. 17, 2018
Bristol Grapevine | Grapevine, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 32,443
Initial cost to Company	43,626
Cost capitalized subsequent to acquisition	4,452
Gross Amount at which carried at close of period	48,078
Accumulated Depreciation	$ (7,796)
Date of Construction	1978
Date Acquired	Apr. 25, 2018
Uptown Buckhead | Atlanta, GA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 25,740
Initial cost to Company	42,028
Cost capitalized subsequent to acquisition	245
Gross Amount at which carried at close of period	42,273
Accumulated Depreciation	$ (1,278)
Date of Construction	1989
Date Acquired	Jan. 28, 2021
Crosstown at Chapel Hill | Chapel Hill, Nc
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 42,212
Initial cost to Company	76,180
Cost capitalized subsequent to acquisition	843
Gross Amount at which carried at close of period	77,023
Accumulated Depreciation	$ (3,013)
Date of Construction	1990
Date Acquired	Jan. 28, 2021
Adair off Addison II | Dallas, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 37,115
Initial cost to Company	54,696
Cost capitalized subsequent to acquisition	358
Gross Amount at which carried at close of period	55,054
Accumulated Depreciation	$ (1,794)
Date of Construction	1979
Date Acquired	Jan. 28, 2021
1000 Spalding | Atlanta, GA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 35,035
Initial cost to Company	52,867
Cost capitalized subsequent to acquisition	290
Gross Amount at which carried at close of period	53,157
Accumulated Depreciation	$ (1,658)
Date of Construction	1995
Date Acquired	Jan. 28, 2021
Montclair | Portland, OR
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 30,420
Initial cost to Company	49,510
Cost capitalized subsequent to acquisition	393
Gross Amount at which carried at close of period	49,903
Accumulated Depreciation	$ (1,535)
Date of Construction	2004
Date Acquired	Jan. 28, 2021
Grand Reserve | Naperville, IL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 47,845
Initial cost to Company	82,389
Cost capitalized subsequent to acquisition	307
Gross Amount at which carried at close of period	82,696
Accumulated Depreciation	$ (3,233)
Date of Construction	1991
Date Acquired	Jan. 28, 2021
Verdant | Boulder, CO
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 47,146
Initial cost to Company	76,848
Cost capitalized subsequent to acquisition	174
Gross Amount at which carried at close of period	77,022
Accumulated Depreciation	$ (2,439)
Date of Construction	1997
Date Acquired	Jan. 28, 2021
Arcadia | Centennial, CO
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 56,810
Initial cost to Company	88,800
Cost capitalized subsequent to acquisition	498
Gross Amount at which carried at close of period	89,298
Accumulated Depreciation	$ (2,758)
Date of Construction	1984
Date Acquired	Jan. 28, 2021
Ravina | Austin, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 24,740
Initial cost to Company	84,400
Cost capitalized subsequent to acquisition	243
Gross Amount at which carried at close of period	84,643
Accumulated Depreciation	$ (2,994)
Date of Construction	2001
Date Acquired	Jan. 28, 2021
81 Fifty at West Hills | Portland, OR
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 58,500
Initial cost to Company	95,088
Cost capitalized subsequent to acquisition	488
Gross Amount at which carried at close of period	95,576
Accumulated Depreciation	$ (2,966)
Date of Construction	1985
Date Acquired	Jan. 28, 2021
The Palmer at Las Colinas | Irving, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 58,515
Initial cost to Company	86,703
Cost capitalized subsequent to acquisition	1,032
Gross Amount at which carried at close of period	87,735
Accumulated Depreciation	$ (2,804)
Date of Construction	1991
Date Acquired	Jan. 28, 2021
Windbrooke | Buffalo Grove, IL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Initial cost to Company	$ 52,819
Cost capitalized subsequent to acquisition	296
Gross Amount at which carried at close of period	53,115
Accumulated Depreciation	$ (1,810)
Date of Construction	1986
Date Acquired	Jan. 28, 2021
Woods of Burnsville | Burnsville, MN
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 35,977
Initial cost to Company	68,563
Cost capitalized subsequent to acquisition	430
Gross Amount at which carried at close of period	68,993
Accumulated Depreciation	$ (2,269)
Date of Construction	1984
Date Acquired	Jan. 28, 2021
Indigo Creek | Glensdale, AZ
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 38,472
Initial cost to Company	75,290
Cost capitalized subsequent to acquisition	327
Gross Amount at which carried at close of period	75,617
Accumulated Depreciation	$ (2,536)
Date of Construction	1998
Date Acquired	Jan. 28, 2021
Martin's Point | Lombard, IL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 28,531
Initial cost to Company	43,188
Cost capitalized subsequent to acquisition	248
Gross Amount at which carried at close of period	43,436
Accumulated Depreciation	$ (1,505)
Date of Construction	1989
Date Acquired	Jan. 28, 2021
Bay Club | Jacksonville, FL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Initial cost to Company	$ 34,713
Cost capitalized subsequent to acquisition	250
Gross Amount at which carried at close of period	34,963
Accumulated Depreciation	$ (1,136)
Date of Construction	1990
Date Acquired	Jan. 28, 2021
Tramore Village | Austell, GA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 32,090
Initial cost to Company	51,788
Cost capitalized subsequent to acquisition	164
Gross Amount at which carried at close of period	51,952
Accumulated Depreciation	$ (1,734)
Date of Construction	1999
Date Acquired	Jan. 28, 2021
Matthews Reserve | Matthews, NC
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 23,758
Initial cost to Company	41,071
Cost capitalized subsequent to acquisition	379
Gross Amount at which carried at close of period	41,450
Accumulated Depreciation	$ (1,394)
Date of Construction	1998
Date Acquired	Jan. 28, 2021
Winthrop West | Riverview, FL
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 21,704
Initial cost to Company	33,790
Cost capitalized subsequent to acquisition	320
Gross Amount at which carried at close of period	34,110
Accumulated Depreciation	$ (1,331)
Date of Construction	1990
Date Acquired	Jan. 28, 2021
Wimbledon Oaks | Arlington, TX
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 18,410
Initial cost to Company	29,023
Cost capitalized subsequent to acquisition	200
Gross Amount at which carried at close of period	29,223
Accumulated Depreciation	$ (999)
Date of Construction	1986
Date Acquired	Jan. 28, 2021
The Summit | Alexandria, VA
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 27,580
Initial cost to Company	37,748
Cost capitalized subsequent to acquisition	251
Gross Amount at which carried at close of period	37,999
Accumulated Depreciation	$ (852)
Date of Construction	1976
Date Acquired	Jan. 28, 2021

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Schedule III Real Estate and Accumulated Depreciation - Reconciliations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Investments in real estate:
Balance at beginning of the year	$ 1,173,930	$ 1,163,727	$ 1,212,720
Mergers	1,296,686
Improvements, etc.	28,424	11,297	14,423
Dispositions during the year	(143,422)	(1,094)	(63,416)
Balance at end of year	2,355,618	1,173,930	1,163,727
Accumulated Depreciation:
Balance at beginning of year	(275,955)	(225,583)	(194,777)
Sales	32,221	0	22,075
Depreciation	(88,394)	(51,411)	(53,802)
Disposals	2,733	1,039	921
Balance at end of year	$ (329,395)	$ (275,955)	$ (225,583)