An Analysis of 2021 and 2022 SEC Comments Issued to REITs

Listed REITs’ top category of comments by number is overwhelmingly Financial Statements and Metrics. Within the broader category of Financial Statements and Metrics, comments regarding non-GAAP measures were the most common, demonstrating the need for thoughtful consideration of and compliance with Regulation G and Item 10(e) of Regulation S-K. Similarly, the majority of total macroeconomic comments were issued to listed REITs. For each substantive category other than Financial Statements and Metrics and Macroeconomic, non-listed REITs received more comments than listed REITs. A Note on Methodology Review was limited to comments issued on Forms S-3, S-11, 10-K, 10-Q and 8-K. The analysis is based on SEC uploads and does not include registrant response letters or SEC “closing review” letters. To maintain a consistent methodology, only comments received on or after January 1, 2021 were included in the review, regardless of when the forms were filed or whether the SEC had issued prior comments. Further, note that the analysis extends only to information related to reviews that have been closed and subsequently posted to EDGAR. Therefore, the statistics presented below may be affected by reviews that are still ongoing or have recently been closed but not yet publicly released. Some of the SEC comments reproduced in this client alert were edited in the interest of anonymity, clarity and brevity. Listed REITs’ Comments by Category Financial Statements and Metrics Management and Governance Valuation, Distribution Information and Share Repurchase Programs Macroeconomic Portfolio Information Compliance with Form Requirements Other 74% 6% 4% 1% 1% 12% 2% Comments Issued to Listed REITs An Analysis of 2021 and 2022 SEC Comments Issued to REITs | 16