Comments Issued to Listed 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. For each substantive category other than Financial Statements and Metrics, non-listed REITs received more comments than listed REITs. Listed REITS’ Comments by Category 100% 20232 Financial Statements and Metrics Macroeconomic Management and Governance Portfolio Information Valuation, Distribution Information and Share Repurchase Programs Compliance with Form Requirements Other 100% 20232 Financial Statements and Metrics Macroeconomic Management and Governance Portfolio Information Valuati and Sh Compl Other 100% 20232 91% 2% 2% 5% 2023 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 between January 1, 2022 and December 31, 2023 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. A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs | 14
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