What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-07-31 · 198 added, 130 removed, 822 unchanged (29% of the section changed)

4 unchanged sentences

(in thousands, except per share amounts)

September 30,

2025 December 31,

35 unchanged sentences

Common stock, $ 0.00025 par value;

500,000 shares authorized, 189,130 and 188,626 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

500,000 shares authorized, 189,216 and 188,626 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 3,463,010 3,450,584

12 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

11 unchanged sentences

Income taxes ( 208 ) 291 ( 763 ) ( 649 )

Other (expenses) income ( 3,445 ) 748 ( 3,932 ) 2,443

Other income (expenses) 1,312 ( 942 ) ( 2,620 ) 1,502

Net income 27,065 37,268 64,388 141,382

Net loss (income) attributable to non-controlling interests 330 ( 608 ) ( 420 ) ( 3,671 )

Net income attributable to non-controlling interests ( 599 ) ( 1,660 ) ( 1,019 ) ( 5,331 )

Net income attributable to Broadstone Net Lease, Inc.

4 unchanged sentences

Net earnings per share attributable to common stockholders

Basic $ 0.11 $ 0.19 $ 0.19 $ 0.53

Diluted $ 0.10 $ 0.19 $ 0.19 $ 0.53

Comprehensive income

Basic and Diluted $ 0.14 $ 0.19 $ 0.33 $ 0.72

Comprehensive income (loss)

Net income $ 27,065 $ 37,268 $ 64,388 $ 141,382

1 unchanged sentence

Change in fair value of interest rate swaps ( 4,981 ) ( 41,682 ) ( 35,336 ) ( 31,334 )

Realized (gain) loss on interest rate swaps ( 6 ) 62 ( 12 ) 221

Comprehensive income 9,361 34,543 6,956 114,683

Comprehensive loss (income) attributable to non-controlling interests 775 ( 546 ) 878 ( 4,146 )

Comprehensive income attributable to Broadstone Net Lease, Inc.

Realized loss (gain) on interest rate swaps 6,103 ( 5 ) 6,091 216

Comprehensive income (loss) 28,187 ( 4,419 ) 35,143 110,264

Comprehensive income (loss) attributable to non-controlling interests ( 646 ) 196 232 ( 3,950 )

Comprehensive income (loss) attributable to Broadstone Net Lease, Inc.

$ 27,541 $ ( 4,223 ) $ 35,375 $ 106,314

39 unchanged sentences

Balance, June 30, 2025 $ 47 $ 3,459,939 $ ( 571,302 ) $ 18,009 $ 129,128 $ 3,035,821

Net income — — 26,466 — 599 27,065

Issuance of one shares of common stock under equity incentive plan

Contributions from non-controlling interests — — — — 1,581 1,581

Offering costs, discounts, and commissions — ( 175 ) — — — ( 175 )

Stock-based compensation, net of one shares of restricted stock forfeited

— 2,488 — — — 2,488

Conversion of 86 membership units to 86 shares of common stock

— 1,329 — — ( 1,329 ) —

Distributions declared ($ 0.290 per share and OP Unit)

— — ( 52,735 ) — ( 2,660 ) ( 55,395 )

Change in fair value of interest rate swap agreements — — — ( 4,770 ) ( 211 ) ( 4,981 )

Realized loss on interest rate swap agreements — — — 5,845 258 6,103

Adjustment to non-controlling interests — ( 571 ) — 88 485 2

Balance, September 30, 2025 $ 47 $ 3,463,010 $ ( 597,571 ) $ 19,172 $ 127,851 $ 3,012,509

The accompanying notes are an integral part of these condensed consolidated financial statements.

40 unchanged sentences

Balance, June 30, 2024 47 3,444,265 ( 449,893 ) 60,383 142,608 3,197,410

Net income — — 35,608 — 1,660 37,268

Issuance of one shares of common stock under equity incentive plan

Offering costs, discounts, and commissions — ( 107 ) — — — ( 107 )

Stock-based compensation, net of 57 shares of restricted stock forfeited

— 1,829 — — — 1,829

Conversion of 46 OP Units to 46 shares of common stock

— 744 — — ( 744 ) —

Distributions declared ($ 0.290 per share and OP Unit)

— — ( 53,637 ) — ( 2,717 ) ( 56,354 )

Change in fair value of interest rate swap agreements — — — ( 39,826 ) ( 1,856 ) ( 41,682 )

Realized gain on interest rate swap agreements — — — ( 5 ) ( 5 )

Adjustment to non-controlling interests — 3,385 — ( 3,719 ) 334 —

Balance, September 30, 2024 $ 47 $ 3,450,116 $ ( 467,922 ) $ 16,833 $ 139,285 $ 3,138,359

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

For the Six Months Ended

For the Nine Months Ended

September 30,

Operating activities

5 unchanged sentences

Stock-based compensation expense 7,106 5,377

Settlement of interest rate swaps ( 6,712 ) —

Straight-line rent, direct financing and sales-type lease adjustments ( 13,465 ) ( 12,784 )

18 unchanged sentences

Contributions from non-controlling interests 1,730 1,000

Proceeds from unsecured term loans 500,000 —

Proceeds from unsecured term loans and senior unsecured notes 844,841 —

Principal payments on mortgages and unsecured term loans ( 419,707 ) ( 1,681 )

3 unchanged sentences

Cash distributions paid to non-controlling interests ( 7,832 ) ( 8,119 )

Debt issuance costs paid ( 12,275 ) —

Debt acquisition costs paid ( 12,420 ) —

Net cash provided by (used in) financing activities 243,045 ( 134,715 )

23 unchanged sentences

The Company leases primarily industrial and retail commercial properties under long-term lease agreements.

At June 30, 2025, the Company owned a diversified portfolio of 766 individual commercial properties with 759 properties located in 44 U.S.

At September 30, 2025, the Company owned a diversified portfolio of 759 individual commercial properties with 752 properties located in 44 U.S.

states and seven properties located in four Canadian provinces.

The following table summarizes the outstanding equity and economic ownership interest of the Company:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Common Stock OP Units Total Diluted

33 unchanged sentences

The portions of a consolidated entity not owned by the Company are presented as non-controlling interests as of and during the periods presented.

During the three and six months ended June 30, 2025, the Company invested $ 22.3 million in exchange for a 95.0 % ownership interest in a VIE.

During the three and six months ended June 30, 2024, the Company invested $ 52.2 million in exchange for a 98.1 % ownership interest in a VIE.

The Company is the primary beneficiary of these VIEs as it:

During the three months ended September 30, 2025, the Company invested $ 17.8 million and $ 6.0 million in two consolidated VIEs in exchange for 95.0 % and 85.1 % ownership interests, respectively.

During the nine months ended September 30, 2025, the Company invested $ 40.1 million in two consolidated VIEs in exchange for 95.0 % ownership interests and $ 6.0 million in exchange for 85.1 % ownership interest in a consolidated VIE.

During the nine months ended September 30, 2024, the Company invested $ 52.2 million in exchange for 98.1 % ownership interest in a consolidated VIE.

The Company is the primary beneficiary of these four VIEs as it:

(i) has the power to direct the activities that significantly impact the economic performance of the VIE, and (ii) has the obligation to absorb losses and the right to receive benefits of the VIE, and therefore consolidates the VIE.

The following table presents a summary of selected financial data of the consolidated VIEs included in the Condensed Consolidated Balance Sheets:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

22 unchanged sentences

The following tables summarize the Company’s investments in property under development:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

3 unchanged sentences

(in thousands) For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Significant judgment is made to determine if and when impairment should be taken.

The Company’s assessment of impairment as of June 30, 2025 and 2024, was based on the most current information available to the Company.

The Company’s assessment of impairment during the nine months ended September 30, 2025 and 2024, was based on the most current information available to the Company.

Certain of the Company’s properties may have fair values less than their carrying amounts.

7 unchanged sentences

(in thousands, except number of properties) For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Impairment charge $ 6,999 $ 1,059 $ 35,067 $ 31,311

During the three and six months ended June 30, 2025, the Company recognized impairment of $ 11.9 million and $ 28.1 million, respectively, resulting from changes in the Company’s long-term hold strategy with respect to the individual properties.

The impairments for the six months ended June 30, 2025 were based on actual and expected sales prices of individual properties and primarily includes a $ 14.6 million impairment charge on two healthcare properties.

During the three and six months ended June 30, 2024, the Company recognized impairment of $ 3.9 million and $ 30.3 million, respectively.

The impairments for the six months ended June 30, 2024 were based on actual and expected sales prices of the individual properties and primarily includes an $ 18.1 million impairment charge on two healthcare properties and an $ 11.2 million impairment charge on 11 healthcare properties sold as part of a portfolio with a gain of $ 59.1 million, excluding any impairment.

During the three and nine months ended September 30, 2025, the Company recognized impairment of $ 7.0 million and $ 35.1 million, respectively, resulting from changes in the Company’s long-term hold strategy with respect to the individual properties.

The impairments for the nine months ended September 30, 2025 were based on actual and expected sales prices of individual properties and primarily includes a $ 14.6 million impairment charge on two healthcare properties.

During the three and nine months ended September 30, 2024, the Company recognized impairment of $ 1.1 million and $ 31.3 million, respectively.

The impairments for the nine months ended September 30, 2024, primarily includes an $ 18.1 million impairment charge on two healthcare properties, which was based on expected sales prices of the properties, and an $ 11.2 million impairment charge on 11 healthcare properties sold as part of a portfolio with a gain of $ 59.1 million, excluding any impairment, which was based on actual sales prices of the individual properties.

Restricted Cash

1 unchanged sentence

Restricted cash consisted of the following:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

3 unchanged sentences

Rent received in advance consisted of the following:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

8 unchanged sentences

The balances of financial instruments measured at fair value on a recurring basis are as follows (see Note 9):

(in thousands) June 30, 2025

(in thousands) September 30, 2025

Total Level 1 Level 2 Level 3

10 unchanged sentences

The following table summarizes the carrying amount reported in the Condensed Consolidated Balance Sheets and the Company’s estimate of the fair value of the unsecured revolving credit facility, mortgages, unsecured term loans, and senior unsecured notes which reflects the fair value of interest rate swaps:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

2 unchanged sentences

Non-recurring Fair Value Measurements

The Company’s non-recurring fair value measurements at June 30, 2025 and December 31, 2024 consisted of the fair value of impaired real estate assets that were determined using Level 3 inputs.

The Company’s non-recurring fair value measurements at September 30, 2025 and December 31, 2024 consisted of the fair value of impaired real estate assets that were determined using Level 3 inputs.

Right-of-Use Assets and Lease Liabilities

7 unchanged sentences

Right-of-use assets and lease liabilities associated with operating and finance leases were included in the accompanying Condensed Consolidated Balance Sheets as follows:

(in thousands) Financial Statement Presentation June 30,

(in thousands) Financial Statement Presentation September 30,

2025 December 31,

Right-of-use assets - operating leases Prepaid expenses and other assets $ 9,913 $ 10,239

Lease liabilities - operating leases Accounts payable and other liabilities 9,888 10,186

Right-of-use assets - financing leases Prepaid expenses and other assets 2,244 —

Lease liabilities - financing leases Accounts payable and other liabilities 2,702 —

Operating leases:

Right-of-use assets Prepaid expenses and other assets $ 9,747 $ 10,239

Lease liabilities Accounts payable and other liabilities 9,735 10,186

Financing leases:

Right-of-use assets Prepaid expenses and other assets 2,232 —

Lease liabilities Accounts payable and other liabilities 2,715 —

Refer to Note 16 for obligations under operating and finance leases.

12 unchanged sentences

Acquisitions of Rental Property

The Company closed on the following acquisitions during the six months ended June 30, 2025:

The Company closed on the following acquisitions during the nine months ended September 30, 2025:

(in thousands, except number of properties) Property Type Number of

11 unchanged sentences

June 13, 2025 Industrial 1 20,334 (c)

July 1, 2025 Retail 1 13,069

July 2, 2025 Retail 1 8,265

August 1, 2025 Industrial 1 18,272 (c)

August 6, 2025 Industrial 1 53,803

September 30, 2025 Industrial 1 64,325

18 $ 318,989 (d)

1 unchanged sentence

(b) Acquisition of land to be developed in connection with a build-to-suit development.

Subsequent to quarter end, the Company contributed these assets in exchange for preferred equity in a newly formed VIE.

In July 2025, the Company contributed these assets in exchange for common equity in a consolidated VIE (see Note 2).

(d) Acquisition price excludes capitalized acquisition and development costs of $ 9.5 million.

The Company closed on the following acquisitions during the six months ended June 30, 2024:

The Company closed on the following acquisitions during the nine months ended September 30, 2024:

(in thousands, except number of properties) Property Type Number of

7 unchanged sentences

June 24, 2024 Retail 2 14,000

September 3, 2024 Retail 1 10,180

September 5, 2024 Industrial 1 59,000

24 286,233 (f)

4 unchanged sentences

The following table summarizes the purchase price allocation for completed real estate acquisitions:

(in thousands) For the Six Months Ended

(in thousands) For the Nine Months Ended

September 30,

Land $ 18,917 $ 56,397

11 unchanged sentences

$ 328,478 $ 288,754

(g) The weighted average amortization period for acquired in-place leases is 12 years and 11 years for acquisitions completed during the six months ended June 30, 2025 and 2024, respectively.

(h) There were no acquisitions of above-market leases during the six months ended June 30, 2025.

The weighted average amortization period for acquired above-market leases is six years for acquisitions completed during the six months ended June 30, 2024.

(i) The weighted average amortization period for acquired below-market leases is 14 years and nine years for acquisitions completed during the six months ended June 30, 2025 and 2024, respectively.

(g) The weighted average amortization period for acquired in-place leases is 12 years and 10 years for acquisitions completed during the nine months ended September 30, 2025 and 2024, respectively.

(h) The weighted average amortization period for the acquired above-market leases is 15 years and six years for acquisitions completed during the nine months ended September 30, 2025 and 2024, respectively.

(i) The weighted average amortization period for acquired below-market leases is 10 years and 9 years for acquisitions completed during the nine months ended September 30, 2025 and 2024, respectively.

The above acquisitions were funded using a combination of available cash on hand and unsecured revolving credit facility borrowings.

All real estate acquisitions closed during the six months ended June 30, 2025 and 2024 qualified as asset acquisitions and as such, acquisition costs were capitalized.

Subsequent to June 30, 2025, the Company closed on the following acquisitions (see Note 17):

All real estate acquisitions closed during the nine months ended September 30, 2025 and 2024 qualified as asset acquisitions and as such, acquisition costs were capitalized.

Subsequent to September 30, 2025, the Company closed on the following acquisitions (see Note 17):

(in thousands, except number of properties) Property Type Number of

1 unchanged sentence

Acquisition Price

July 1, 2025 Retail 1 $ 13,069

July 2, 2025 Retail 1 8,265

October 1, 2025 Industrial 1 $ 70,143

October 22, 2025 Industrial 1 30,076

Sale of Real Estate

1 unchanged sentence

(in thousands, except number of properties) For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

The Company primarily leases its investment rental property to established tenants in the industrial and retail property types.

At June 30, 2025, the Company had 766 real estate properties, 754 of which were leased under leases that have been classified as operating leases, nine that have been classified as direct financing leases, one that has been classified as a sales-type lease, and two that were vacant.

At September 30, 2025, the Company had 759 real estate properties, 746 of which were leased under leases that have been classified as operating leases, nine that have been classified as direct financing leases, one that has been classified as a sales-type lease, and three that were vacant.

Of the nine leases classified as direct financing leases, three include land portions which are accounted for as operating leases.

The sales-type lease includes a land portion which is accounted for as an operating lease.

Most leases have initial terms of 10 to 20 years.

5 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

Depreciation $ 31,933 $ 30,006 $ 95,052 $ 89,480

Estimated lease payments to be received under non-cancelable operating leases with tenants at June 30, 2025 are as follows:

Estimated lease payments to be received under non-cancelable operating leases with tenants at September 30, 2025 are as follows:

(in thousands)

7 unchanged sentences

The Company’s net investment in direct financing leases was comprised of the following:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

4 unchanged sentences

Net investment in direct financing leases $ 25,673 $ 26,154

Undiscounted estimated lease payments to be received under non-cancelable direct financing leases with tenants at June 30, 2025 are as follows:

Undiscounted estimated lease payments to be received under non-cancelable direct financing leases with tenants at September 30, 2025 are as follows:

(in thousands)

2 unchanged sentences

The above rental receipts do not include future lease payments for renewal periods, potential variable CPI rent increases, or variable percentage rent payments that may become due in future periods.

Investment in Rental Property – Sales-Type Leases

The Company’s $ 14.4 million net investment in a sales-type lease was comprised of one lease during the three months ended September 30, 2025.

The lease has $ 17.4 million of undiscounted estimated lease payments to be received throughout the remaining lease term, which expires in 2027.

The following table summarizes amounts reported as Lease revenues, net in the Condensed Consolidated Statements of Income and Comprehensive Income:

(in thousands) For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

13 unchanged sentences

The following is a summary of intangible assets and liabilities, and leasing fees, and related accumulated amortization:

(in thousands) June 30,

(in thousands) September 30,

2025 December 31,

15 unchanged sentences

(in thousands) Financial Statement Presentation For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

Intangible 2025 2024 2025 2024

1 unchanged sentence

Above-market and below-market leases Lease revenues, net 1,199 1,310 3,456 3,427

For the three and six months ended June 30, 2025, amortization of all intangible assets and liabilities includes $ 4.7 million and $ 5.0 million, respectively, of accelerated amortization resulting from early lease terminations.

There was no accelerated amortization for the three and six months ended June 30, 2024.

Estimated future amortization of intangible assets and liabilities, and leasing fees at June 30, 2025 is as follows:

For the three and nine months ended September 30, 2025, amortization of all intangible assets and liabilities includes $ 0.3 million and $ 5.3 million, respectively, of accelerated amortization resulting from early lease terminations.

There was no accelerated amortization for the three and nine months ended September 30, 2024.

Estimated future amortization of intangible assets and liabilities, and leasing fees at September 30, 2025 is as follows:

(in thousands)

1 unchanged sentence

Thereafter 128,074

Unsecured Credit Agreements

The following table summarizes the Company’s unsecured credit agreements:

Unsecured Credit Agreements and Unsecured Notes

The following table summarizes the Company’s unsecured credit agreements and unsecured notes:

Outstanding Balance

(in thousands, except interest rates) June 30,

(in thousands, except interest rates) September 30,

2025 December 31,

14 unchanged sentences

2031 Senior Unsecured Public Notes 375,000 375,000 2.60 % Sep.

2032 Senior Unsecured Public Notes 350,000 — 5.00 % Nov.

Total senior unsecured notes 1,200,000 850,000

Unamortized debt issuance costs and original issuance discount, net ( 3,559 ) ( 3,936 )

Unamortized debt issuance costs and original issuance discounts, net ( 9,685 ) ( 3,936 )

Total senior unsecured notes, net 1,190,315 846,064

Total unsecured debt, net $ 2,280,689 $ 1,836,279

(a) At June 30, 2025 and December 31, 2024, a balance of $ 124.8 million and $ 23.5 million, respectively, was subject to daily simple SOFR.

The remaining balance of $ 100.0 million Canadian Dollars (“CAD”) borrowings remeasured to $ 73.1 million United States Dollars (“USD”) and $ 69.5 million USD, at June 30, 2025 and December 31, 2024, respectively, and was subject to daily simple CORRA of 2.75 % and 3.32 % at June 30, 2025 and December 31, 2024, respectively.

(b) At June 30, 2025 and December 31, 2024, one-month SOFR was 4.32 % and 4.33 %, respectively.

(a) At September 30, 2025 and December 31, 2024, a balance of $ 24.0 million and $ 23.5 million, respectively, was subject to daily simple SOFR.

The remaining balance of $ 100.0 million Canadian Dollars (“CAD”) borrowings remeasured to $ 71.8 million United States Dollars (“USD”) and $ 69.5 million USD, at September 30, 2025 and December 31, 2024, respectively, and was subject to daily simple CORRA of 2.56 % and 3.32 % at September 30, 2025 and December 31, 2024, respectively.

(b) At September 30, 2025 and December 31, 2024, one-month SOFR was 4.13 % and 4.33 %, respectively.

(d) The Company’s unsecured revolving credit facility contains two six-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.0625 % of the revolving commitments.

1 unchanged sentence

(f) The 2028 Unsecured Term Loan contains two twelve-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.125 % of the aggregate principal amount of the loans outstanding under the 2028 term loan facility.

At June 30, 2025, the weighted average interest rate on all outstanding borrowings was 4.80 % exclusive of interest rate swap agreements, and 3.89 % inclusive of interest rate swap agreements.

At September 30, 2025, the weighted average interest rate on all outstanding borrowings was 4.72 % exclusive of interest rate swap agreements, and 4.09 % inclusive of interest rate swap agreements.

The Company is subject to various financial and operational covenants and financial reporting requirements pursuant to its unsecured credit agreements.

These covenants require the Company to maintain certain financial ratios.

As of June 30, 2025, and for all periods presented, the Company believes it was in compliance with all of its loan covenants.

As of September 30, 2025, and for all periods presented, the Company believes it was in compliance with all of its loan covenants.

Failure to comply with the covenants would result in a default which, if the Company were unable to cure or obtain a waiver from the lenders, could accelerate the repayment of the obligations.

1 unchanged sentence

Accordingly, an event of default could have a material effect on the Company.

On September 26, 2025, the Company completed a public offering of $ 350.0 million 5.00 % senior unsecured notes due in 2032 (the "2032 Senior Unsecured Public Notes"), issued at 99.151 % of the principal amount.

The 2032 Senior Unsecured Public Notes require semi-annual interest payments through the maturity date of November 1, 2032, unless earlier redeemed.

The 2032 Senior Unsecured Public Notes can be redeemed by the Company at par within two months of the maturity date, or the Company can call the notes at any time for the principal, accrued interest, and a make-whole amount based upon the applicable government bond yield plus 20 basis points.

The proceeds were used to repay borrowings on the unsecured revolving credit facility, to fund investments in real estate, and for general corporate purposes.

On February 28, 2025, the Company amended and restated the $ 1.0 billion unsecured revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, to extend the maturity date of the unsecured revolving credit facility to March 31, 2029, and entered into a $ 500.0 million term loan agreement maturing on March 31, 2028 (the “2028 Unsecured Term Loan”).

1 unchanged sentence

Borrowings under the 2028 Unsecured Term Loan are subject to interest only payments at variable rates equal to adjusted SOFR plus a margin based on the Company’s credit rating, ranging between 0.800 % and 1.600 % per annum.

Based on the Company’s current credit rating, the applicable margin was 0.950 % as of June 30, 2025.

Based on the Company’s current credit rating, the applicable margin was 0.950 % as of September 30, 2025.

Proceeds from the loan were used to repay the $ 400.0 million 2026 Unsecured Term Loan in full and repay a portion of the unsecured revolving credit facility.

4 unchanged sentences

With respect to the amended and restated unsecured credit agreement, the transaction was deemed to be a modification of debt.

For the six months ended June 30, 2025, the Company incurred $ 12.3 million in debt issuance costs associated with the amended and restated unsecured credit agreement, which have been deferred and are being amortized over the term of the associated debt.

The Company did not incur debt issuance costs during the three months ended June 30, 2025 as well as the three and six months ended June 30, 2024.

For the three and nine months ended September 30, 2025, the Company incurred $ 6.3 million and $ 18.6 million, respectively, in debt issuance costs associated with the amended and restated unsecured credit agreement and 2032 Senior Unsecured Public Notes, which have been deferred and are being amortized over the term of the associated debt.

The Company did not incur debt issuance costs during the three and nine months ended September 30, 2024.

Debt issuance costs and original issuance discounts are amortized as a component of Interest expense in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income.

1 unchanged sentence

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

Date Interest

Rate June 30,

Rate September 30,

2025 December 31,

13 unchanged sentences

The debt was recorded at fair value at the time of assumption.

At June 30, 2025, investment in rental property with a net book value of $ 116.4 million was pledged as collateral against the Company’s mortgages.

Estimated future principal payments to be made under the above mortgages and the Company’s unsecured credit agreements (see Note 7) at June 30, 2025 are as follows:

At September 30, 2025, investment in rental property with a net book value of $ 81.4 million was pledged as collateral against the Company’s mortgages.

Estimated future principal payments to be made under the above mortgages and the Company’s unsecured credit agreements (see Note 7) at September 30, 2025 are as follows:

(in thousands)

4 unchanged sentences

Interest Rate Swaps

In connection with the issuance of the 2032 Senior Unsecured Public Notes in September 2025 and repayment of outstanding borrowings of variable rate debt indexed to the daily simple SOFR rate (see Note 7), the Company terminated interest rate swap agreements with an aggregate termination value of $ 6.7 million.

The Company determined it is not probable the hedged forecasted transactions will occur during the original periods, and therefore the $ 6.1 million of accumulated losses held in Other comprehensive income (loss) were reclassified to interest expense during the three and nine months ended September 30, 2025.

Additionally, in September 2025, the Company entered into interest rate swap agreements indexed to the 7-year U.S.

Treasury for an aggregate notional amount of $ 300.0 million in connection with the issuance of the 2032 Senior Unsecured Public Notes.

These interest rate swaps were terminated upon issuance of the 2032 Senior Unsecured Public Notes.

The Company determined it is probable the hedged forecasted transaction will occur during the original periods, and therefore will amortize $ 0.6 million of accumulated losses held in Other comprehensive income (loss) over the original term of the swap agreement, which ends in August 2032.

The following is a summary of the Company’s outstanding interest rate swap agreements:

(in thousands, except interest rates) June 30, 2025 December 31, 2024

(in thousands, except interest rates) September 30, 2025 December 31, 2024

Counterparty Maturity Date Fixed

32 unchanged sentences

Bank National Association August 2029 1.35 % daily compounded SOFR 25,000 1,887 25,000 2,894

Bank of Montreal March 2030 3.80 % daily simple SOFR 80,000 ( 1,507 ) 80,000 541

Bank of Montreal March 2030 3.80 % daily simple SOFR — (e)

JPMorgan Chase Bank, N.A.

March 2030 3.79 % daily simple SOFR 50,000 ( 907 ) 50,000 371

Bank National Association June 2030 3.73 % daily simple SOFR 70,000 ( 1,118 ) 70,000 666

Truist Financial Corporation June 2030 3.73 % daily simple SOFR 55,000 ( 889 ) 55,000 508

March 2030 3.79 % daily simple SOFR — (e)

Bank National Association June 2030 3.73 % daily simple SOFR — (e)

Truist Financial Corporation June 2030 3.73 % daily simple SOFR — (e)

Manufacturers & Traders Trust Company September 2030 3.71 % daily simple SOFR — (e)

Regions Bank September 2030 3.69 % daily simple SOFR — (e)

Truist Financial Corporation September 2030 3.70 % daily simple SOFR — (e)

Regions Bank March 2032 2.69 % daily compounded CORRA 14,365 (b)

6 unchanged sentences

Forward Starting Swaps:

Manufacturers & Traders Trust Company September 2030 3.71 % daily simple SOFR 50,000 ( 806 ) 50,000 512

Regions Bank September 2030 3.69 % daily simple SOFR 15,000 ( 236 ) 15,000 159

Truist Financial Corporation September 2030 3.70 % daily simple SOFR 15,000 ( 236 ) 15,000 159

Toronto-Dominion Bank December 2030 3.66 % daily simple SOFR 70,000 ( 1,110 ) 70,000 846

6 unchanged sentences

(d) Forward starting swaps have effective dates that are five years prior to each respective maturity date.

At June 30, 2025, the weighted average interest rate on all outstanding borrowings was 3.89 %, inclusive of a weighted average fixed rate on effective interest rate swaps of 2.62 %.

(e) Interest rate swap was terminated in September 2025.

At September 30, 2025, the weighted average interest rate on all outstanding borrowings was 4.09 %, inclusive of a weighted average fixed rate on effective interest rate swaps of 2.30 %.

The total amounts recognized, and the location in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income, from converting from variable rates to fixed rates under these agreements were as follows:

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(in thousands) Location Amount of

For the Three Months Ended June 30,

For the Three Months Ended September 30,

2025 $ 4,981 Interest expense $ ( 1,419 ) $ 28,230

2024 41,682 Interest expense 7,628 18,178

Amount of (Loss) Gain

Amount of Loss

Recognized in

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(in thousands) Location Amount of

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

2025 $ 35,336 Interest expense $ 8,051 $ 69,416

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For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

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Credit Risk Concentrations

The Company maintained bank balances that, at times, exceeded the federally insured limit during the six months ended June 30, 2025.

The Company maintained bank balances that, at times, exceeded the federally insured limit during the nine months ended September 30, 2025.

The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts based on the financial position and capitalization of the applicable banks.

For the six months ended June 30, 2025 and 2024, the Company had no individual tenants or common franchises that accounted for more than 10% of Lease revenues, net, excluding lease termination fees.

For the nine months ended September 30, 2025 and 2024, the Company had no individual tenants or common franchises that accounted for more than 10% of Lease revenues, net, excluding lease termination fees.

At-the-Market Program (“ATM Program”)

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During 2024, the Company entered into forward sale agreements to sell an aggregate of 2,187,700 shares of common stock under the 2024 ATM Program at a weighted-average share price of $ 18.29 , subject to certain adjustments.

The Company has the option to settle the outstanding shares of common stock any time before their maturities in August and September 2025 for net proceeds of approximately $ 37.7 million.

As of June 30, 2025, the Company has not settled any of the outstanding shares of these forward sales agreements.

There was no ATM Program activity during the six months ended June 30, 2024.

After considering the shares sold subject to forward sale agreements, the Company has $ 360.0 million of capacity remaining under the ATM Program as of June 30, 2025.

The Company expects to settle the outstanding shares of common stock in the fourth quarter of 2025 for expected net proceeds of approximately $ 37.3 million.

As of September 30, 2025, the Company has not settled any of the outstanding shares of these forward sales agreements.

There was no ATM Program activity during the nine months ended September 30, 2024.

After considering the shares sold subject to forward sale agreements, the Company has $ 360.0 million of capacity remaining under the ATM Program as of September 30, 2025.

Stock Repurchase Program

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The timing, manner, price, and amount of any repurchases of common stock under the Repurchase Program will be determined at the Company’s discretion, using available cash resources.

During the six months ended June 30, 2025 and 2024, no shares of the Company’s common stock were repurchased under the Repurchase Program.

During the nine months ended September 30, 2025 and 2024, no shares of the Company’s common stock were repurchased under the Repurchase Program.

Stock-Based Compensation

Restricted Stock Awards

During the three and six months ended June 30, 2025, the Company awarded 50,104 and 315,976 shares of restricted stock awards (“RSAs”), respectively, to officers, employees, and non-employee directors under the Company’s equity incentive plan.

During the three and six months ended June 30, 2024, the Company awarded 55,064 and 833,007 shares of RSAs, respectively, to officers, employees, and non-employee directors under the Company’s equity incentive plan.

During the three and nine months ended September 30, 2025, the Company awarded 1,180 and 317,156 shares of restricted stock awards (“RSAs”), respectively, to officers, employees, and non-employee directors under the Company’s equity incentive plan.

During the three and nine months ended September 30, 2024, the Company awarded 564 and 833,571 shares of RSAs, respectively, to officers, employees, and non-employee directors under the Company’s equity incentive plan.

The holder of RSAs is generally entitled at all times on and after the date of issuance of the restricted common shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares.

The Company’s outstanding RSAs vest over a one -, three -, four -, or five-year period from the date of the grant and are subject to the holder’s continued service through the applicable vesting dates and in accordance with the terms of the individual award agreements.

The weighted average value of awards granted per share during the three and six months ended June 30, 2025, were $ 16.20 and $ 16.75 , respectively, which were based on the market price per share of the Company’s common stock on the grant dates.

The weighted average value of awards granted per share during the three and six months ended June 30, 2024, were $ 15.23 and $ 14.77 , respectively.

The weighted average value of awards granted per share during the three and nine months ended September 30, 2025, were $ 16.24 and $ 16.75 , respectively, which were based on the market price per share of the Company’s common stock on the grant dates.

The weighted average value of awards granted per share during the three and nine months ended September 30, 2024, were $ 17.41 and $ 14.77 , respectively.

The following table presents information about the Company’s RSAs:

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

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Fair value of shares vested during the period — — 3,779 3,969

As of June 30, 2025, there was $ 13.6 million of unrecognized compensation costs related to the unvested restricted shares, which is expected to be recognized over a weighted average period of 3.0 years.

As of September 30, 2025, there was $ 12.1 million of unrecognized compensation costs related to the unvested restricted shares, which is expected to be recognized over a weighted average period of 2.9 years.

The following table presents information about the Company’s restricted stock activity:

For the Three Months Ended June 30,

For the Three Months Ended September 30,

(in thousands, except per share amounts) Number of Shares Weighted Average

8 unchanged sentences

Unvested at end of period 1,071 15.69 980 15.51

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(in thousands, except per share amounts) Number of Shares Weighted Average

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Performance-based Restricted Stock Units

During the six months ended June 30, 2025 and 2024, the Company issued target grants of 246,967 and 202,308 of performance-based restricted stock units (“PRSUs”), respectively, under the Company’s equity incentive plan to the officers of the Company.

During the three months ended June 30, 2025 and 2024, there were no PRSUs issued.

During the nine months ended September 30, 2025 and 2024, the Company issued target grants of 246,967 and 202,308 of performance-based restricted stock units (“PRSUs”), respectively, under the Company’s equity incentive plan to the officers of the Company.

During the three months ended September 30, 2025 and 2024, there were no PRSUs issued.

The awards are non-vested restricted stock units where the vesting percentages and the ultimate number of units vesting will be measured 50 % based on the relative total shareholder return (“rTSR”) of the Company’s common stock as compared to the rTSR of peer companies, as identified in the grant agreements, over a three-year period, and 50 % based on the rTSR of the Company’s common stock as compared to the rTSR of the MSCI US REIT Index over a three year measurement period.

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The target number of units is based on achieving a rTSR equal to the 55 th percentile of the peer companies and MSCI US REIT Index.

For PRSUs issued during the six months ended June 30, 2025 and 2024 that achieve a percentile rank of at least the 55 th percentile, and the absolute rTSR of the Company is negative for the performance period, the awards will be reduced by 25 %, not to result in a reduction less than target.

For PRSUs issued during the nine months ended September 30, 2025 and 2024 that achieve a percentile rank of at least the 55 th percentile, and the absolute rTSR of the Company is negative for the performance period, the awards will be reduced by 25 %, not to result in a reduction less than target.

Dividends accrue during the measurement period and will be paid on the PRSUs ultimately earned at the end of the measurement period in either cash or common stock, at the discretion of the Compensation Committee of the Board of Directors.

2 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

Compensation cost $ 1,022 $ 604 $ 2,838 $ 1,763

As of June 30, 2025, there was $ 7.2 million of unrecognized compensation costs related to the unvested PRSUs, which is expected to be recognized over a weighted average period of 2.2 years.

As of September 30, 2025, there was $ 6.2 million of unrecognized compensation costs related to the unvested PRSUs, which is expected to be recognized over a weighted average period of 2.0 years.

The following table presents information about the Company’s performance-based restricted stock unit activity:

For the Three Months Ended June 30,

For the Three Months Ended September 30,

(in thousands, except per share amounts) Number of Shares Weighted Average

8 unchanged sentences

Unvested at end of period 606 20.13 432 20.90

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(in thousands, except per share amounts) Number of Shares Weighted Average

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(in thousands, except per share amounts) For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

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Diluted earnings per share $ 0.14 $ 0.19 $ 0.33 $ 0.72

(a) Represents the weighted average effects of 1,071,049 and 1,035,110 unvested restricted shares of common stock as of June 30, 2025 and 2024, respectively, which will be excluded from the computation of earnings per share until they vest.

(a) Represents the weighted average effects of 1,070,775 and 979,140 unvested restricted shares of common stock as of September 30, 2025 and 2024, respectively, which will be excluded from the computation of earnings per share until they vest.

(b) Represents the weighted average effects of shares of common stock to be issued as though the end of the period were the end of the performance period (see Note 13).

(c) Represents the weighted average effects of 8,401,937 and 8,800,636 OP Units outstanding at June 30, 2025 and 2024, respectively.

(c) Represents the weighted average effects of 8,315,458 and 8,754,702 OP Units outstanding at September 30, 2025 and 2024, respectively.

Supplemental Cash Flow Disclosures

The following table summarizes the Company’s supplemental cash flow information:

For the Six Months Ended

For the Nine Months Ended

September 30,

(in thousands) 2025 2024

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Reclassifications from Property under development to Buildings and improvements upon substantial completion of development properties 2,612 184,676

Reclassification of operating lease to sales-type lease 14,408 —

(a) See Note 10.

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The Company is not aware of any non-compliance, liability, claim, or other environmental condition that would have a material effect on its consolidated financial position, results of operations, or liquidity.

As of June 30, 2025, the Company has commitments to fund six build-to-suit transactions with remaining obligations of $ 238.8 million expected to fund in multiple draws through August 2026, using a combination of available cash on hand and revolving credit facility borrowings.

Rent is contractually scheduled to commence when the properties reach substantial completion and are made available for use by the tenant, which is expected to occur at various dates between July 2025 and August 2026.

As of September 30, 2025, the Company has commitments to fund eight build-to-suit transactions with remaining obligations of $ 235.8 million expected to fund in multiple draws through October 2026, using a combination of available cash on hand and revolving credit facility borrowings.

The Company is a party to two separate tax protection agreements with the contributing members of two distinct UPREIT transactions and a third tax protection agreement entered into in connection with the Company’s internalization.

3 unchanged sentences

Therefore, there is no impact to the Condensed Consolidated Financial Statements.

Based on values as of June 30, 2025, taxable sales of the applicable properties would trigger liability under the agreements of approximately $ 20.4 million.

Based on values as of September 30, 2025, taxable sales of the applicable properties would trigger liability under the agreements of approximately $ 20.4 million.

Based on information available, the Company does not believe that the events resulting in damages as detailed above have occurred or are likely to occur in the foreseeable future.

11 unchanged sentences

(in thousands) Financial Statement Presentation For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

9 unchanged sentences

The following table summarizes payments associated with obligations under operating and finance leases reported as Net cash provided by operating activities on the accompanying Condensed Consolidated Statements of Cash Flows:

For the Six Months Ended

For the Nine Months Ended

September 30,

(in thousands) 2025 2024

2 unchanged sentences

Total $ 1,199 $ 733

At June 30, 2025, minimum future rental payments due from the Company for operating and finance leases over the next five years and thereafter are as follows:

At September 30, 2025, minimum future rental payments due from the Company for operating and finance leases over the next five years and thereafter are as follows:

(in thousands) Operating Leases Financing Leases

9 unchanged sentences

Subsequent Events

On July 15, 2025, the Company paid distributions totaling $ 57.3 million.

On July 24, 2025, the Board of Directors declared a quarterly distribution of $ 0.29 per share on the Company’s common stock and OP Units for the third quarter of 2025, which will be payable on or before October 15, 2025 to stockholders and OP Unit holders of record as of September 30, 2025.

Subsequent to June 30, 2025, the Company borrowed $ 87.0 million, and paid down $ 18.0 million on the unsecured revolving credit facility, the proceeds of which were used to fund investment activity and for general corporate purposes.

Subsequent to June 30, 2025, the Company acquired $ 21.3 million in two rental properties (see Note 3).

Subsequent to June 30, 2025, the Company contributed $ 3.4 million of land to a newly formed VIE in connection with a build-to-suit development (see Note 3).

On October 15, 2025, the Company paid distributions totaling $ 57.3 million.

On October 23, 2025, the Board of Directors declared a quarterly distribution of $ 0.29 per share on the Company’s common stock and OP Units for the fourth quarter of 2025, which will be payable on or before January 15, 2026 to stockholders and OP Unit holders of record as of December 31, 2025.

Subsequent to September 30, 2025, the Company borrowed $ 103.0 million, and paid down $ 24.0 million on the unsecured revolving credit facility, the proceeds of which were used to fund investment activity and for general corporate purposes.

Subsequent to September 30, 2025, the Company acquired $ 100.2 million in two rental properties (see Note 3), and invested $ 19.4 million in 7 build-to-suit developments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements