An Analysis of 2021 and 2022 SEC Comments Issued to REITs

Listed REITs Non-Listed REITs Listed vs. Non-Listed REITs Receiving Comments 43.77% 13.23% Below, we summarize key findings of our review of SEC comments issued to REITs during 2021 and 2022. In the 24-month review period, 186 comments were issued to 56 companies. 43 of these companies are, or were at the time the comment was issued, REITs whose securities are listed on the New York Stock Exchange or NASDAQ (“ listed REITs ”). 13 of these companies are, or were at the time the comment was issued, registered with the SEC, but have shares that do not trade on a national securities exchange (“ non-listed REITs ”). Each non-listed REIT received more comments on average than each listed REIT. 73 of the 186 comments, or approximately 39%, were issued to the 13 non-listed REITs, while 113 comments or approximately 61%, were issued to the 43 listed REITs. Consequently, on average, 5.62 comments were issued to each non-listed REIT and 2.63 comments were issued to each listed REIT. One explanation for the disparity in the number of comments issued to listed REITs as compared to those issued to non-listed REITs is that non-listed are in continuous offering. Overview of SEC Comments Issued to REITs in 2021 and 2022 5 | An Analysis of 2021 and 2022 SEC Comments Issued to REITs