Below, we summarize key findings of our review of SEC comments issued to REITs during 2023, as compared with SEC comments issued to REITs during 2022. In 2023, 113 comments were issued to 34 REITs. 24 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”). 10 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”). In 2023, each non-listed REIT received more comments on average than each listed REIT. 54 of the 113 comments, or approximately 48%, were issued to the 10 non-listed REITs, while 59 comments or approximately 52%, were issued to the 24 listed REITs. Consequently, on average, 5.40 comments were issued to each non-listed REIT and 2.46 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 typically engaged in continuous offerings. In contrast, in 2022, only 56 comments were issued to 23 REITs. 16 of these companies are, or were at the time the comment was issued, listed REITs. Seven of these companies are, or were at the time the comment was issued, non-listed REITs. In further contrast, in 2022, each listed REIT received more comments on average than each non-listed REIT. 45 of the 56 comments, or approximately 80%, were issued to the 16 listed REITs, while 11, or approximately 20%, were issued to the seven non-listed REITs. Thus, on average, 2.81 comments were issued to each listed REIT and 1.57 comments were issued to each nonlisted REIT during 2022. Comparative Analysis of SEC Comments Issued to REITs in 2022 and 2023 70.59% 29.41% 2023 Listed REITs Non-Listed REITs 69.57% 30.43% 20223 Listed REITs Non-Listed REITs Listed vs. Non-Listed REITs Receiving Comments 5 | A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs
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