Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with GAAP. The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on its consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2024, was effective. ITEM 9B. OTHER INFORMATION Resignation and Appointment of Directors and Officers On March 20, 2025, our board of directors appointed Andres Panza to serve as a member of our board of directors and as Head of Asset & Portfolio Management, effective April 1, 2025. Mr. Panza’s appointment coincides with the notices of resignation delivered to our board of directors on March 20, 2025 from John P. McCarthy, Jr. and Mark Deason, who are resigning from their respective positions as member of our board of directors, Vice Chairman of the Board and Head of Asset & Portfolio Management, each effective April 1, 2025. Neither Mr. McCarthy’s nor Mr. Deason’s resignation was due to any disagreement with us, the Advisor or any of our affiliates. Biographical information with respect to Mr. Panza is set forth below. The appointment of Mr. Panza was not made pursuant to any arrangement or understanding between him and any other person. Andres Panza, 38, will serve as a member of our board of directors, as Head of Asset & Portfolio Management, and on the Advisor’s Investment Committee, effective April 1, 2025. Mr. Panza has served as Managing Director and Head of U.S. Asset Management at Starwood Capital Group since July 2024, where he is responsible for overseeing the asset management of all U.S. non-hotel assets, as well as Starwood Capital’s design and construction function. From November 2016 to July 2024, Mr. Panza previously served in various roles, including as Managing Director, where he provided oversight for the firm’s U.S. equity investments in multi-family, single family residential, affordable housing, data centers, east coast office, industrial, life science, medical office buildings, net lease, and student housing sectors across Starwood’s Opportunity Funds, Starwood Property Trust, and Starwood Real Estate Income Trust, Inc. Prior to joining Starwood Capital Group in 2016, Mr. Panza was an Associate in The Carlyle Group’s U.S. real estate fund from 2011 to 2014. Before that, Mr. Panza worked as an Analyst at Strategic Investment Group from 2008 to 2011. Mr. Panza received a B.A. in Philosophy, Politics, and Economics from the University of Pennsylvania, an M.B.A. from The Wharton School of the University of Pennsylvania, and an M.A. in International Studies from The Lauder Institute of the University of Pennsylvania. Mr. Panza has held the Chartered Financial Analyst designation since 2011. Mr. Panza provides our board of directors with extensive asset management experience across a range of sectors. Indemnification Agreement In connection with Mr. Panza’s appointment as a member of our board of directors and Head of Asset & Portfolio Management, we entered into an indemnification agreement (the “Indemnification Agreement”) with Mr. Panza (the “Indemnitee”). We previously entered into substantially identical indemnification agreements with our other directors and officers. The Indemnification Agreement provides that, subject to certain limitations set forth therein, we will indemnify the Indemnitee to the fullest extent permitted by Maryland law and our charter, for amounts incurred as a result of the Indemnitee’s service in his role as an officer of our company or in other roles as we may require from time to time. The Indemnification Agreement further provides that, subject to the limitations set forth therein, we will advance all reasonable expenses to the Indemnitee in connection with proceedings covered by the Indemnification Agreement.
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