Broadstone Net Lease, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Contents Report of Independent Registered Accounting Firm (PCAOB ID No. 34 ) 68 Consolidated Balance Sheets 70 Consolidated Statements of Income and Comprehensive Income 71 Consolidated Statements of Equity 72 Consolidated Statements of Cash Flows 73 Notes to Consolidated Financial Statements 74 Schedule III – Real Estate Assets and Accumulated Depreciation 104 67 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Broadstone Net Lease, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Broadstone Net Lease, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of long-lived asset impairment — Refer to Note 2 to the consolidated financial statements Critical Audit Matter Description The Company’s evaluation of long-lived assets to be held and used for possible impairment involves an initial assessment to determine whether events or changes in circumstances indicate that their carrying amounts may not be recoverable. If, and when, such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the long-lived asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the long-lived asset and its eventual disposition. An impairment loss is measured as the amount by which the carrying amount of the long-lived asset or asset group exceeds its estimated fair value. Significant judgment is made to determine if and when impairment should be taken. We identified the expected holding period used in determining the recoverability of long-lived assets as a critical audit matter because of the subjective judgments made by management to determine the holding period for long-lived assets as part of their impairment analysis. This required a higher degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions, given the inherent unpredictability involved in the timing of sales of long-lived assets. 68 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the assessment of the Company’s expected holding periods included the following, among others: • We obtained an understanding and tested the design and operating effectiveness of the Company’s controls to monitor long-lived assets for events or changes in circumstances that indicate that their carrying amounts may not be recoverable due to a change in the expected holding period. • We held discussions with the Company’s management and evaluated the reasonableness of management’s assertions regarding the expected holding period of its long-lived assets, more specifically by performing the following: • Engaged in discussions with senior management, including legal and asset management, and inspected Board of Director meeting minutes regarding the assumptions utilized in determining the expected holding periods. • Evaluated audit evidence (e.g. hindsight analysis, disposal status report) to determine whether it supported or contradicted the conclusions reached by management. /s/ Deloitte & Touche LLP Rochester, New York February 19, 2026 We have served as the Company’s auditor since 2016. 69 Table of Contents Broadstone Net Lease, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except per share amounts) December 31, 2025 2024 Assets Accounted for using the operating method: Land $ 781,117 $ 778,826 Land improvements 373,405 357,142 Buildings and improvements 4,118,578 3,815,521 Equipment 15,281 15,843 Total accounted for using the operating method 5,288,381 4,967,332 Less accumulated depreciation ( 772,589 ) ( 672,478 ) Accounted for using the operating method, net 4,515,792 4,294,854 Accounted for using the direct financing method 25,497 26,154 Accounted for using the sales-type method 14,405 571 Property under development 265,812 18,784 Investment in rental property, net 4,821,506 4,340,363 Cash and cash equivalents 30,540 14,845 Accrued rental income 178,880 162,717 Tenant and other receivables, net 4,404 3,281 Prepaid expenses and other assets 55,910 41,584 Interest rate swap, assets 18,248 46,220 Goodwill 339,769 339,769 Intangible lease assets, net 268,010 267,638 Total assets $ 5,717,267 $ 5,216,417 Liabilities and equity Unsecured revolving credit facility $ 266,036 $ 93,014 Mortgages, net 56,689 76,846 Unsecured term loans, net 994,219 897,201 Senior unsecured notes, net 1,190,738 846,064 Interest rate swap, liabilities 1,501 — Accounts payable and other liabilities 60,081 48,983 Dividends payable 59,513 58,317 Accrued interest payable 13,502 5,837 Intangible lease liabilities, net 41,527 48,731 Total liabilities 2,683,806 2,074,993 Commitments and contingencies (Note 17) Equity Broadstone Net Lease, Inc. equity: Preferred stock, $ 0.001 par value; 20,000 shares authorized, no shares issued or outstanding — — Common stock, $ 0.00025 par value; 500,000 shares authorized, 191,423 and 188,626 shares issued and outstanding at December 31, 2025 and 2024, respectively 48 47 Additional paid-in capital 3,502,380 3,450,584 Cumulative distributions in excess of retained earnings ( 620,221 ) ( 496,543 ) Accumulated other comprehensive income 19,788 49,657 Total Broadstone Net Lease, Inc. equity 2,901,995 3,003,745 Non-controlling interests 131,466 137,679 Total equity 3,033,461 3,141,424 Total liabilities and equity $ 5,717,267 $ 5,216,417 The accompanying notes are an integral part of these consolidated financial statements. 70 Table of Contents Broadstone Net Lease, Inc. and Subsidiaries Consolidated Statements of Income and Comprehensive Income (in thousands, except per share amounts) For the Year Ended December 31, 2025 2024 2023 Revenues Lease revenues, net $ 454,138 $ 431,800 $ 442,888 Operating expenses Depreciation and amortization 164,086 156,179 158,626 Property and operating expense 22,971 24,741 22,576 General and administrative 38,883 37,986 39,425 Provision for impairment of investment in rental properties 39,734 49,001 31,274 Total operating expenses 265,674 267,907 251,901 Other income (expenses) Interest income 389 994 512 Interest expense ( 94,467 ) ( 74,077 ) ( 80,053 ) Gain on sale of real estate 12,601 73,153 54,310 Income taxes ( 1,154 ) ( 1,175 ) ( 763 ) Other (expenses) income ( 6,417 ) 6,201 ( 1,681 ) Net income 99,416 168,989 163,312 Net income attributable to non-controlling interests ( 2,921 ) ( 6,548 ) ( 7,834 ) Net income attributable to Broadstone Net Lease, Inc. $ 96,495 $ 162,441 $ 155,478 Weighted average number of common shares outstanding Basic 188,123 187,454 186,617 Diluted 197,573 196,619 196,315 Net earnings per share attributable to common stockholders Basic $ 0.51 $ 0.86 $ 0.83 Diluted $ 0.50 $ 0.86 $ 0.83 Comprehensive income Net income $ 99,416 $ 168,989 $ 163,312 Other comprehensive income Change in fair value of interest rate swaps ( 36,185 ) 124 ( 17,293 ) Realized loss on interest rate swaps 6,091 209 1,883 Comprehensive income 69,322 169,322 147,902 Comprehensive income attributable to non-controlling interests ( 1,635 ) ( 6,552 ) ( 7,070 ) Comprehensive income attributable to Broadstone Net Lease, Inc. $ 67,687 $ 162,770 $ 140,832 The accompanying notes are an integral part of these consolidated financial statements. 71 Table of Contents Broadstone Net Lease, Inc. and Subsidiaries Consolidated Statements of Equity (in thousands, except per share amounts) Common Stock Additional Paid-in Capital Cumulative Distributions in Excess of Retained Earnings Accumulated Other Comprehensive Income Non- controlling Interests Total Equity Balance, January 1, 2023 $ 47 $ 3,419,395 $ ( 386,049 ) $ 59,525 $ 169,587 $ 3,262,505 Net income — — 155,478 — 7,834 163,312 Issuance of 312 shares of common stock under equity incentive plan — — — — — — Offering costs, discounts, and commissions — ( 237 ) — — — ( 237 ) Stock-based compensation, net of 23 shares of restricted stock forfeited — 6,359 — — — 6,359 Retirement of 66 shares of common stock under equity incentive plan — ( 1,175 ) — — — ( 1,175 ) Conversion of 1,277 OP Units to 1,277 shares of common stock — 21,235 — — ( 21,235 ) — Distributions declared ($ 1.120 per share and OP Unit) — — ( 210,160 ) — ( 10,853 ) ( 221,013 ) Change in fair value of interest rate swap agreements — — — ( 16,439 ) ( 854 ) ( 17,293 ) Realized loss on interest rate swap agreements — — — 1,793 90 1,883 Adjustment to non-controlling interests — ( 4,938 ) — 4,407 531 — Balance, December 31, 2023 47 3,440,639 ( 440,731 ) 49,286 145,100 3,194,341 Net income — — 162,441 — 6,548 168,989 Issuance of 893 shares of common stock under equity incentive plan — 116 — — — 116 Offering costs, discounts, and commissions — ( 782 ) — — — ( 782 ) Contributions from non-controlling interests — — — — 1,000 1,000 Stock-based compensation, net of 92 shares of restricted stock forfeited — 7,355 — — — 7,355 Retirement of 71 shares of common stock under equity incentive plan — ( 1,040 ) — — — ( 1,040 ) Conversion of 282 OP Units to 282 shares of common stock — 4,544 — — ( 4,544 ) — Distributions declared ($ 1.155 per share and OP Unit) — — ( 218,253 ) — ( 10,635 ) ( 228,888 ) Change in fair value of interest rate swap agreements — — — 129 ( 5 ) 124 Realized loss on interest rate swap agreements — — — 200 9 209 Adjustment to non-controlling interests — ( 248 ) — 42 206 — Balance, December 31, 2024 47 3,450,584 ( 496,543 ) 49,657 137,679 3,141,424 Net income — — 96,495 — 2,921 99,416 Issuance of 2,542 shares of common stock 1 38,904 — — — 38,905 Offering costs, discounts, and commissions — ( 960 ) — — — ( 960 ) Contributions from non-controlling interests — — — — 6,754 6,754 Stock-based compensation, net of nine shares of restricted stock forfeited — 9,597 — — — 9,597 Retirement of 86 shares of common stock under equity incentive plan — ( 1,446 ) — — — ( 1,446 ) Conversion of 350 OP Units to 350 shares of common stock — 5,514 — — ( 5,514 ) — Distributions declared ($ 1.160 per share and OP Unit) — — ( 220,173 ) — ( 9,962 ) ( 230,135 ) Change in fair value of interest rate swap agreements — — — ( 34,641 ) ( 1,544 ) ( 36,185 ) Realized loss on interest rate swap agreements — — — 5,833 258 6,091 Adjustment to non-controlling interests — 187 — ( 1,061 ) 874 — Balance, December 31, 2025 $ 48 $ 3,502,380 $ ( 620,221 ) $ 19,788 $ 131,466 $ 3,033,461 The accompanying notes are an integral part of these consolidated financial statements. 72 Table of Contents Broadstone Net Lease, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) For the Year Ended December 31, 2025 2024 2023 Operating activities Net income $ 99,416 $ 168,989 $ 163,312 Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: Depreciation and amortization including intangibles associated with investment in rental property 159,616 151,765 152,781 Provision for impairment of investment in rental properties 39,734 49,001 31,274 Amortization of debt issuance costs and original issuance discounts charged to interest expense 5,488 3,932 3,860 Stock-based compensation expense 9,597 7,355 6,359 Settlement of interest rate swaps ( 6,712 ) — — Straight-line rent, direct financing and sales-type lease adjustments ( 17,502 ) ( 18,975 ) ( 22,278 ) Gain on sale of real estate ( 12,601 ) ( 73,153 ) ( 54,310 ) Other non-cash items 8,991 ( 10,629 ) ( 757 ) Changes in assets and liabilities: Tenant and other receivables ( 1,122 ) ( 1,742 ) 780 Prepaid expenses and other assets 2,456 480 ( 352 ) Accounts payable and other liabilities 4,470 ( 905 ) ( 8,226 ) Accrued interest payable 7,665 135 ( 1,369 ) Net cash provided by operating activities 299,496 276,253 271,074 Investing activities Acquisition of rental property ( 434,194 ) ( 288,577 ) ( 27,738 ) Investment in property under development including capitalized interest of $ 5,271 , $ 3,871 , and $ 1,469 in 2025, 2024 and 2023, respectively ( 303,731 ) ( 108,481 ) ( 96,756 ) Capital expenditures and improvements ( 29,706 ) ( 16,795 ) ( 46,252 ) Proceeds from disposition of rental property, net 93,550 354,350 194,959 Change in deposits on investments in rental property ( 1,192 ) ( 200 ) 125 Net cash (used in) provided by investing activities ( 675,273 ) ( 59,703 ) 24,338 Financing activities Proceeds from issuance of common stock, net of $ 870 , $ 996 , and $ 180 of offering costs, discounts, and commissions in 2025, 2024 and 2023, respectively 37,930 ( 996 ) ( 180 ) Contributions from non-controlling interests 4,381 1,000 — Borrowings on senior unsecured notes and unsecured term loans 844,841 — — Principal payments on mortgages and unsecured term loans ( 420,195 ) ( 2,260 ) ( 7,503 ) Borrowings on unsecured revolving credit facility 803,300 256,500 215,500 Repayments on unsecured revolving credit facility ( 633,800 ) ( 248,000 ) ( 324,000 ) Cash distributions paid to stockholders ( 218,775 ) ( 216,760 ) ( 207,522 ) Cash distributions paid to non-controlling interests ( 10,064 ) ( 10,673 ) ( 11,115 ) Debt issuance costs paid ( 14,192 ) — — Net cash provided by (used in) financing activities 393,426 ( 221,189 ) ( 334,820 ) Net increase (decrease) in cash and cash equivalents and restricted cash 17,649 ( 4,639 ) ( 39,408 ) Cash and cash equivalents and restricted cash at beginning of period 15,993 20,632 60,040 Cash and cash equivalents and restricted cash at end of period $ 33,642 $ 15,993 $ 20,632 Reconciliation of cash and cash equivalents and restricted cash Cash and cash equivalents at beginning of period $ 14,845 $ 19,494 $ 21,789 Restricted cash at beginning of period 1,148 1,138 38,251 Cash and cash equivalents and restricted cash at beginning of period $ 15,993 $ 20,632 $ 60,040 Cash and cash equivalents at end of period $ 30,540 $ 14,845 $ 19,494 Restricted cash at end of period 3,102 1,148 1,138 Cash and cash equivalents and restricted cash at end of period $ 33,642 $ 15,993 $ 20,632 The accompanying notes are an integral part of these consolidated financial statements. 73 Table of Contents Broadstone Net Lease, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2025, 2024, and 2023 1. Business Description Broadstone Net Lease, Inc. (the “Corporation”) is a Maryland corporation formed on October 18, 2007, that elected to be taxed as a real estate investment trust (“REIT”) commencing with the taxable year ended December 31, 2008. Broadstone Net Lease, LLC (the Corporation’s operating company, or the “OP”), is the entity through which the Corporation conducts its business and owns (either directly or through subsidiaries) all of the Corporation’s properties. The Corporation is the sole managing member of the OP. The membership units not owned by the Corporation are referred to as OP Units and are recorded as non-controlling interests in the Consolidated Financial Statements. As the Corporation conducts substantially all of its operations through the OP, it is structured as an umbrella partnership real estate investment trust (“UPREIT”). The Corporation’s common stock is listed on the New York Stock Exchange under the symbol “BNL”. The Corporation, the OP, and its consolidated subsidiaries are collectively referred to as the “Company”. The Company is an industrial-focused, diversified net lease REIT that focuses on investing in income-producing, single-tenant net leased commercial properties, primarily in the United States. The Company leases primarily industrial and retail commercial properties under long-term lease agreements. At December 31, 2025, the Company owned a diversified portfolio of 771 individual commercial properties with 764 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: December 31, 2025 December 31, 2024 December 31, 2023 (in thousands) Shares of Common Stock OP Units Total Diluted Shares Shares of Common Stock OP Units Total Diluted Shares Shares of Common Stock OP Units Total Diluted Shares Ownership interest 191,423 8,296 199,719 188,626 8,646 197,272 187,614 8,928 196,542 Percent ownership of OP 95.8 % 4.2 % 100.0 % 95.6 % 4.4 % 100.0 % 95.5 % 4.5 % 100.0 % Refer to Note 14 for further discussion regarding the calculation of weighted average shares outstanding. 2. Summary of Significant Accounting Policies Basis of Accounting The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Principles of Consolidation The Consolidated Financial Statements include the accounts and operations of the Company. All intercompany balances and transactions have been eliminated in consolidation. When the Company obtains an economic interest in an entity, the entity is evaluated to determine if it should be deemed a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary and is therefore required to consolidate the entity. The accounting guidance for consolidation of VIEs is applied to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Certain decision-making rights within a loan or joint-venture agreement may cause us to consider an entity a VIE. The contractual arrangements in a partnership agreement or other related contracts are reviewed to determine whether the entity is a VIE, and if the Company has variable interests in the VIE. The Company’s variable interests are then compared to those of the other variable interest holders to determine which party is the primary beneficiary of the VIE. A primary beneficiary: (i) has the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company reassesses the initial evaluation of whether an entity is a VIE when certain events occur and reassesses the primary beneficiary determination of a VIE on an ongoing basis based on current facts and circumstances. To the extent the Company has a variable interest in entities that are not evaluated under the VIE model, the Company evaluates its interests using the voting interest entity model. The Corporation has complete responsibility for the day-to-day management of, authority to make decisions for, and control of the OP. Based on consolidation guidance, the Corporation has concluded that the OP is a VIE as the members in 74 Table of Contents the OP do not possess kick-out rights or substantive participating rights. Accordingly, the Corporation consolidates its interest in the OP. However, because the Corporation holds the majority voting interest in the OP and certain other conditions are met, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. The portions of a consolidated entity not owned by the Company are presented as non-controlling interests as of and during the periods presented. From time to time, the Company acquires properties using a reverse like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code (a “reverse 1031 exchange”) and, as such, the properties are in the possession of an Exchange Accommodation Titleholder (“EAT”) until the reverse 1031 exchange is completed. EATs are classified as VIEs as they are “thinly capitalized” entities. The Company consolidates the EAT because it is the primary beneficiary as it has the ability to control the activities that most significantly impact the EAT’s economic performance and can collapse the reverse 1031 exchange structure at its discretion. The assets of the EAT primarily consist of leased property (net real estate investment in rental property and lease intangibles). The Company invests in various entities in exchange for ownership interests. Each of these investments is a VIE in which the Company is considered the primary beneficiary 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. As a result, the Company consolidates these VIEs. At December 31, 2025 and 2024, the Company had six and one consolidated VIEs, respectively. The following table presents a summary of selected financial data of the consolidated VIEs included in the Consolidated Balance Sheets: December 31, (in thousands) 2025 2024 Assets Accounted for using the operating method: Land $ 7,644 $ 7,644 Land improvements 2,707 2,578 Buildings and improvements 40,664 39,899 Total accounted for using the operating method 51,015 50,121 Less accumulated depreciation ( 2,131 ) ( 821 ) Accounted for using the operating method, net 48,884 49,300 Property under development 114,094 — Investment in rental property, net 162,978 49,300 Intangible lease assets, net 2,097 3,243 Other assets 17,825 3,248 Total assets $ 182,900 $ 55,791 Liabilities Intangible lease liabilities, net 425 512 Other liabilities 1,925 467 Total liabilities $ 2,350 $ 979 Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Accordingly, actual results may differ from those estimates. Investment in Rental Property Rental property accounted for under operating leases is recorded at cost. Rental property accounted for under direct financing leases and sales-type leases are recorded at its net investment, which generally represents the cost of the property at the inception of the lease. 75 Table of Contents The Company accounts for its acquisitions of real estate as asset acquisitions in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations , as substantially all of the fair value of the assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets. The Company allocates the purchase price of investments in rental property accounted for as asset acquisitions based on the relative fair value of the assets acquired and liabilities assumed. These generally include tangible assets, consisting of land and land improvements, buildings and other improvements, and equipment, and identifiable intangible assets and liabilities, including the value of in-place leases and acquired above-market and below-market leases. Acquisition costs incurred in connection with investments in real estate accounted for as asset acquisitions are capitalized and included with the allocated purchase price. The results of operations of acquired properties are included in the Consolidated Statements of Income and Comprehensive Income from the respective date of acquisition. Estimated fair value determinations are based on management’s judgment, which considers various factors including real estate market conditions, industry conditions that the tenant operates in, and characteristics of the real estate and/or real estate appraisals. The estimated fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant. The as-if-vacant value is then allocated to land and land improvements, buildings, and equipment based on comparable sales and other relevant information with respect to the property as estimated by management. Specifically, the “if vacant” value of buildings and equipment is calculated using an income approach. Assumptions used in the income approach to value the buildings include: capitalization and discount rates, lease-up time, market rents, make ready costs, land value, and land improvement value. The estimated fair value of acquired in-place leases are the costs that the Company would have had to incur to lease the properties to the occupancy level of the properties at the date of acquisition. Such costs include the fair value of leasing commissions and other operating costs that would have been incurred to lease the properties, had they been vacant, to their acquired occupancy level. Acquired in-place leases as of the date of acquisition are amortized over the remaining non-cancellable lease terms of the respective leases to amortization expense. Acquired above-market and below-market lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the differences between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates at the time of acquisition. The capitalized above-market and below-market lease values are amortized as adjustments to lease revenue over the remaining term of the respective leases. Should a tenant terminate the lease, the unamortized portion of the in-place lease value is charged to amortization expense and the unamortized portion of above-market or below-market lease value is charged to lease revenue. Management estimates the fair value of assumed mortgages payable based upon indications of then-current market pricing for similar types of debt with similar maturities. Assumed mortgages are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the notes’ outstanding principal balance is amortized to interest expense over the remaining term of the debt. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Investment in Property Under Development Land acquired for development and construction and improvement costs incurred in connection with the development of new properties are capitalized and recorded as Property under development in the accompanying Consolidated Balance Sheets until construction has been completed. Such capitalized costs include all direct and indirect costs related to planning, development, and construction, including interest, real estate taxes, and other miscellaneous costs incurred during the construction period. Once substantially complete, the property under development is placed in service and depreciation commences. The following tables summarize the Company’s investments in property under development: December 31, (in thousands) 2025 2024 Development, construction and improvement costs $ 261,541 $ 18,725 Capitalized interest 4,271 59 Property under development $ 265,812 $ 18,784 76 Table of Contents For the Year Ended December 31, (in thousands) 2025 2024 Investment in properties under development, excluding capitalized costs $ 294,649 $ 104,624 Capital expenditures funded after substantial completion 18,114 10,840 Long-lived Asset Impairment The Company reviews long-lived assets to be held and used for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If, and when, such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the long-lived asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the long-lived asset or asset group and its eventual disposition. Such cash flows include expected future operating income, as adjusted for trends and prospects, as well as the effects of demand, competition, and other factors. An impairment loss is measured as the amount by which the carrying amount of the long-lived asset or asset group exceeds its fair value. Significant judgment is made to determine if and when impairment should be taken. The Company’s assessment of impairment as of December 31, 2025, 2024, and 2023, 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. However, based on the Company’s plans with respect to each of those properties, the Company believes that their carrying amounts are recoverable and therefore, no impairment charges were recognized other than those described below. If the operating conditions mentioned above deteriorate or if the Company’s expected holding period for assets changes, subsequent tests for impairment could result in additional impairment charges in the future. Inputs used in establishing fair value for impaired real estate assets generally fall within Level 3 of the fair value hierarchy, which are characterized as requiring significant judgment as little or no current market activity may be available for validation. The main indicator used to establish the classification of the inputs is current market conditions, as derived through the use of published commercial real estate market information and information obtained from brokers and other third party sources. The Company determines the valuation of impaired assets using generally accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations, and bona fide purchase offers received from third parties. Management may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. The following table summarizes the Company’s impairment charges, resulting primarily from changes in the Company’s long-term hold strategy with respect to the individual properties: For the Year Ended December 31, (in thousands, except number of properties) 2025 2024 2023 Number of properties 19 18 4 Impairment charge $ 39,734 $ 49,001 $ 31,274 During the year ended December 31, 2025, the Company recognized impairment of $ 39.7 million, resulting from changes in the Company’s long-term hold strategy with respect to the individual properties. The impairments were based on actual and expected sales prices of individual properties and includes a $ 14.6 million impairment charge on two healthcare properties. The remaining impairments recognized during the year ended December 31, 2025 were not material. During the year ended December 31, 2024, the Company recognized impairment of $ 49.0 million, resulting from changes in the Company’s long-term hold strategy with respect to the individual properties. The 2024 impairments primarily relate to the Company’s decision to sell clinically-oriented healthcare properties and include $ 41.7 million on 16 clinical healthcare properties, which were based on actual or estimated sales prices of the individual properties. Of these properties, 11 were sold as part of a portfolio with a gain of $ 59.1 million, excluding any impairment. The remaining impairments recognized during the year ended December 31, 2024 were not material. During the year ended December 31, 2023, the Company recognized an impairment charge of $ 26.4 million on a healthcare property due to changes in the tenant’s ability to perform under the lease agreement, leading to a change in management’s long-term hold strategy and desire to sell in the near term. The fair value measurement was determined using a range of significant unobservable inputs, including a third-party appraisal, broker market information, and recent comparable vacant sales transactions. The remaining impairments recognized during the year ended December 31, 2023 were not material. 77 Table of Contents Investments in Rental Property Held for Sale The Company classifies investments in rental property as held for sale when all of the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of investment properties, (iii) an active program to locate a buyer and conduct other actions required to complete the sale has been initiated, (iv) the sale of the property is probable in occurrence and is expected to qualify as a completed sale, (v) the property is actively marketed for sale at a sale price that is reasonable in relation to its fair value, and (vi) actions required to complete the sale indicate that it is unlikely that any significant changes will be made or that the plan to sell will be withdrawn. For properties classified as held for sale, the Company suspends depreciation and amortization of the related assets and liabilities, including the acquired in-place lease and above- or below-market lease intangibles, as well as straight-line revenue recognition of the associated lease, and records the investment in rental property at the lower of cost or net realizable value. The assets and liabilities associated with the properties classified as held for sale are presented separately in the Consolidated Balance Sheets for the most recent reporting period. At December 31, 2025 and 2024, the Company did not have any properties that met the held for sale criteria. Sales of Real Estate Under ASC 610-20, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets, the Company’s sales of real estate are generally considered to be sales to non-customers, requiring the Company to identify each distinct non-financial asset promised to the buyer. The Company determines whether the buyer obtains control of the non-financial assets, achieved through the transfer of the risks and rewards of ownership of the non-financial assets. If control is transferred to the buyer, the Company derecognizes the asset. If the Company determines that it did not transfer control of the non-financial assets to the buyer, the Company analyzes the contract for separate performance obligations and allocates a portion of the sales price to each performance obligation. As performance obligations are satisfied, the Company recognizes the respective income in the Consolidated Statements of Income and Comprehensive Income. The Company presents discontinued operations if disposals of properties represent a strategic shift in operations. Those strategic shifts would need to have a major effect on the Company’s operations and financial results in order to meet the definition. For the years ended December 31, 2025, 2024, and 2023, the Company did not have property dispositions that qualified as discontinued operations. Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which are as follows: Land improvements 15 years Buildings and improvements 15 to 39 years Equipment 7 years Leasing Fees Leasing fees represent costs incurred to lease properties to tenants and are capitalized as they are incremental costs of a lease that would not have been incurred if the lease had not been obtained. Leasing fees are amortized using the straight-line method over the term of the lease to which they relate, which range from 3 to 25 years. Cash Equivalents Cash equivalents consist of highly liquid investments with an original maturity at date of acquisition of three months or less, including money market funds. The Company estimates that the fair value of cash equivalents approximates the carrying value due to the relatively short maturity of these instruments. Restricted Cash Restricted cash generally includes escrow funds the Company maintains pursuant to the terms of certain mortgages, lease agreements, and undistributed proceeds from the sale of properties under Section 1031 of the Internal Revenue Code of 78 Table of Contents 1986, as amended (the “Code”), and is reported within Prepaid expenses and other assets in the Consolidated Balance Sheets. Restricted cash consisted of the following: December 31, (in thousands) 2025 2024 Escrow funds and other $ 3,102 $ 1,148 Revenue Recognition The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). The Company commences revenue recognition on its leases based on a number of factors, including the initial determination that the contract is or contains a lease. Generally, all of the Company’s property related contracts are or contain leases, and therefore revenue is recognized when the lessee takes possession of or controls the physical use of the leased assets. In most instances this occurs on the lease commencement date or the substantial completion date for development properties. At the time of lease assumption or at the inception of a new lease, including new leases that arise from amendments, the Company assesses the terms and conditions of the lease to determine the proper lease classification. Certain of the Company’s leases require tenants to pay rent based upon a percentage of the property’s net sales (“percentage rent”) or contain rent escalators indexed to future changes in the Consumer Price Index (“CPI”). Lease income associated with such provisions, absent the existence of a floor, are considered variable lease income and are not included in the initial measurement of the lease receivable, or in the calculation of straight-line rent revenue. Such amounts are recognized as income when the amounts are determinable. A lease is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee at the end of the lease term, (ii) the lessee has a purchase option that is reasonably expected to be exercised, (iii) the lease term is for a major part of the economic life of the leased property, (iv) the present value of the future lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the leased property, and (v) the leased property is of such a specialized nature that it is expected to have no future alternative use to the Company at the end of the lease term. If one or more of these criteria are met, the lease will generally be classified as a sales-type lease, unless the lease contains a residual value guarantee from a third party other than the lessee, in which case it would be classified as a direct financing lease under certain circumstances. Prior to the adoption of ASC 842, a lease that was not an operating lease would be accounted for as a direct financing lease. The Company accounts for the right to use land as a separate lease component, unless the accounting effect of doing so would be insignificant. Determination of significance requires management judgment. In determining whether the accounting effect of separately reporting the land component from other components for its real estate leases is significant, the Company assesses: (i) whether separating the land component impacts the classification of any lease component, (ii) the value of the land component in the context of the overall contract, and (iii) whether the right to use the land is coterminous with the rights to use the other assets. Revenue recognition methods for operating leases, direct financing leases, and sales-type leases are described below: Rental property accounted for under operating leases – Revenue is recognized as rents are earned on a straight-line basis over the non-cancelable terms of the related leases. For leases that have fixed and measurable rent escalations and collectability of the lease payments is probable, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as Accrued rental income in the Consolidated Balance Sheets. If the Company determines that collectability of the lease payments is not probable, the Company records an adjustment to Lease revenues, net to reduce cumulative income recognized since lease commencement to the amount of cash collected from the lessee (i.e., write off of accrued rental income). Future revenue recognition is limited to amounts paid by the lessee. Rental property accounted for under direct financing leases – The Company utilizes the direct finance method of accounting to record direct financing lease income. The net investment in the direct financing lease represents receivables for the sum of future lease payments to be received and the estimated residual value of the leased property, less unamortized unearned income (which represents the difference between undiscounted cash flows and discounted cash flows). Unearned income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of return on the Company’s net investment in the leases. Rental property accounted for under sales-type leases – For leases accounted for as sales-type leases, the Company records selling profit arising from the lease at inception, along with the net investment in the lease. The Company leases assets through the assumption of existing leases or through sale-leaseback transactions, and records such assets at their fair value at the time of acquisition, which in most cases coincides with lease inception. As a result, 79 Table of Contents the Company does not generally recognize selling profit on sales-type leases. The net investment in the sales-type lease represents receivables for the sum of future lease payments and the estimated unguaranteed residual value of the leased property, each measured at net present value. Interest income is recorded over the lease terms so as to produce a constant periodic rate of return on the Company’s net investment in the leases. Certain of the Company’s lease contracts contain nonlease components ( e.g. , charges for management fees, common area maintenance, and reimbursement of third-party maintenance expenses) in addition to lease components (e .g. , monthly rental charges). Services related to nonlease components are provided over the same period of time as, and billed in the same manner as, monthly rental charges. The Company elected to apply the practical expedient available under ASC 842, for all classes of assets, not to separate the lease components from the nonlease components when accounting for operating leases. Since the lease component is the predominant component under each of these leases, combined revenues from both the lease and nonlease components are reported as Lease revenues, net in the accompanying Consolidated Statements of Income and Comprehensive Income. In accordance with ASC 842, provisions for uncollectible rent are recorded as an offset to Lease revenues, net in the accompanying Consolidated Statements of Income and Comprehensive Income. Lease Termination Fee Income The Company recognizes lease termination fee income as other income from real estate transactions, a component of Lease revenues, net, when all conditions of the termination agreement have been met, and collection of the lease termination fee is probable. If the tenant immediately vacates the property upon satisfying the conditions of the termination agreement, the Company recognizes the lease termination fee income net of the write off of accrued rental income associated with the lease immediately. If the tenant continues to occupy the property, the Company treats the termination as a lease modification, and recognizes the lease termination fee income on a straight-line basis over the new lease term. Lease termination fee income is recorded as other income from real estate transactions, a component of Lease revenues, net, in the Consolidated Statements of Income and Comprehensive Income. Goodwill Goodwill represents the excess of the amount paid over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is assigned to one or more reporting units. The Company evaluates goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. The Company’s annual testing date is November 30. The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if we choose to bypass the qualitative approach, we perform the quantitative approach described below. When the Company performs a quantitative test of goodwill for impairment, it compares the carrying value of its reporting unit with its fair value. If the fair value of the reporting unit exceeds its carrying amount, the Company does not consider goodwill to be impaired and no further analysis would be required. If the fair value is determined to be less than its carrying value, the amount of goodwill impairment equals the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company determined that it has one reporting unit, consistent with its segment reporting analysis, which includes the acquisition, leasing, and ownership of net leased properties (i.e., the consolidated entity). When necessary to perform the quantitative test for goodwill impairment, the Company’s estimate of fair value is determined using a market approach, leveraging assumptions such as the fair value of our equity inclusive of our consideration of a control premium, if necessary, which includes an analysis of similar market transactions and other quantitative and qualitative factors. While the Company believes the assumptions used to estimate the fair value of its reporting unit are reasonable, changes in these assumptions may have a material impact on the Company’s financial results. Based on the results of its annual goodwill impairment test on November 30, 2025 and 2024, the Company concluded that goodwill was not impaired, and that the fair value of its reporting unit was substantially in excess of carrying value. 80 Table of Contents Rent Received in Advance Rent received in advance represents tenant rent payments received prior to the contractual due date, and is included in Accounts payable and other liabilities in the Consolidated Balance Sheets. Rent received in advance consisted of the following: December 31, (in thousands) 2025 2024 Rent received in advance $ 18,498 $ 16,616 Debt Issuance Costs In accordance with ASC 835, Interest, debt issuance costs related to mortgages, unsecured term loans and senior unsecured notes are reported as a direct deduction from the carrying amount of the related liability, consistent with debt discounts, in the Consolidated Balance Sheets. Debt issuance costs associated with the unsecured revolving credit facility are reported as an asset in the Consolidated Balance Sheets. Debt issuance costs incurred in connection with the Company’s unsecured revolving credit facility, mortgages, unsecured term loans and senior unsecured notes have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. Offering Costs In connection with equity offerings, the Company incurs and capitalizes certain direct, incremental legal, professional, accounting and other third-party costs. Such costs are offset against the gross proceeds of each equity offering, and recorded as a component of Additional paid-in capital in the Consolidated Balance Sheets upon the consummation of the offering. See Note 12 for further discussion of net proceeds associated with equity offerings. Forward Sale Agreements The Company occasionally sells shares of common stock through forward sale agreements to enable locking in the gross price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds. To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives. To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase its shares nor do they embody obligations to issue a variable number of shares for which the monetary value is predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions preclude the agreements from being indexed to its own stock. The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from the forward sale agreements during the period of time prior to settlement. Non-controlling Interests Non-controlling interests represent the portions of equity in consolidated subsidiaries that are held by third parties, which are accounted for as a separate component of equity. The Company adjusts the carrying value of non-controlling interests to reflect their share of the book value of each not wholly-owned subsidiary. Such adjustments are recorded to Additional paid-in capital as a reallocation of Non-controlling interests in the Consolidated Statements of Equity. Derivative Instruments The Company uses interest rate swap agreements to manage risks related to interest rate movements. The interest rate swap agreements, designated and qualifying as cash flow hedges, are reported at fair value. ASC 815, Derivatives and Hedging (“ASC 815”) , requires a company to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. In accordance with ASC 815, the gain or loss on the qualifying hedges is initially included as a component of Other comprehensive income or loss and is subsequently reclassified into earnings when interest payments (the forecasted transactions) on the related debt are incurred and as the swap net settlements occur. 81 Table of Contents When an existing cash flow hedge is terminated, the Company determines the accounting treatment for the accumulated gain or loss recognized in Accumulated other comprehensive income based on the probability of the hedged forecasted transaction occurring within the period the cash flow hedge was anticipated to affect earnings. If the Company determines that the hedged forecasted transaction is probable of occurring during the original period, the accumulated gain or loss is reclassified into earnings over the remaining life of the cash flow hedge using a straight-line method. If the Company determines that the hedged forecasted transaction is not probable of occurring during the original period, the entire amount of accumulated gain or loss is reclassified into earnings at such time. The Company documents its risk management strategy and hedge effectiveness at the inception of, and during the term of, each hedge. The Company’s interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate . Property Loss and Insurance Recoveries Property losses, whether full or partial, are accounted for using a combination of impairment, insurance, and revenue recognition guidance prescribed by GAAP. Upon incurring a loss event, the Company evaluates for asset impairment under ASC 350, Intangibles – Goodwill and Other, and ASC 360, Property, Plant, and Equipment. Under the terms of the Company’s lease agreements with tenants, a majority of which are net leases (whereby the tenants are responsible for insurance, taxes, and maintenance, among other property costs), the tenants are responsible for repairs and maintenance to the properties. The terms of the leases generally also require the tenants to continue making their monthly rental payments despite the property loss. To the extent that the assets are recoverable, determined utilizing undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition, the Company accounts for a full or partial property loss as an acceleration of depreciation and evaluates whether all or a portion of the property loss can be offset by the recognition of insurance recoveries. Under the terms of the lease agreements with tenants, in the case of full or partial loss to a property, the tenant has an obligation to restore/rebuild the premises as nearly as possible to its value, condition and character immediately prior to such event. To mitigate the risk of loss, the Company requires tenants to maintain general liability insurance policies on the replacement value of the properties. Based on these considerations, the Company follows the guidance in ASC 610-30, Other Income – Gains and Losses on Involuntary Conversions (“ASC 610-30”) , for the conversion of nonmonetary assets ( i.e. , the properties) to monetary assets ( i.e. , insurance recoveries or tenant recoveries). Under ASC 610-30, once probable of receipt, the Company recognizes an insurance/tenant recovery receivable in Tenant and other receivables, net, in the Consolidated Balance Sheets, with a corresponding offset to the accelerated depreciation recognized in the Consolidated Statements of Income and Comprehensive Income. If the insurance/tenant recovery is less than the amount of accelerated depreciation recognized, the Company will recognize a net loss in the Consolidated Statements of Income and Comprehensive Income. If the insurance/tenant recovery is greater than the amount of accelerated depreciation recognized, the Company will only recognize a recovery up to the amount of the accelerated depreciation, and will account for the excess as a gain contingency in accordance with ASC 450-30, Gain Contingencies. Gain contingencies are recognized when earned and realized, which typically will occur at the time of final settlement or when non-refundable cash advances are received. Segment Reporting The Company currently operates in a single reportable segment, which includes the acquisition, leasing, and ownership of net leased properties. The Company’s chief operating decision maker (“CODM”) is the Company’s senior leadership team, which includes the Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and Treasurer, and the Company’s Senior Vice Presidents. The CODM assesses, measures, and reviews the operating and financial results at the consolidated level for the entire portfolio based on consolidated revenues, expenses, and net income as reported on the Consolidated Statements of Income and Comprehensive Income. The Company does not evaluate the results of operations based on geography, size, or property type. Fair Value Measurements ASC 820, Fair Value Measurement (“ASC 820”) , defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices that are available in active markets for identical assets or liabilities. The types of financial instruments included in Level 1 are marketable, available-for-sale equity securities that are traded in an active exchange market. 82 Table of Contents Level 2 – Pricing inputs other than quoted prices in active markets, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Instruments included in this category are derivative contracts whose value is determined using a pricing model with inputs (such as yield curves and credit spreads) that are observable in the market or can be derived principally from or corroborated by observable market data. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 includes assets and liabilities whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The Company has estimated that the carrying amount reported in the Consolidated Balance Sheets for Cash and cash equivalents, Prepaid expenses and other assets, Tenant and other receivables, net, Accrued interest payable, Accounts payable and other liabilities, and Dividends payable approximates their fair values due to their short-term nature. Recurring Fair Value Measurements Interest Rate Swap Assets and Liabilities –The Company measures and records its interest rate swap instruments (see Note 9) at fair value, and discloses the fair value of its long-term debt, on a recurring basis. Interest rate swaps are derivative instruments that have no quoted readily available Level 1 inputs, and therefore are measured at fair value using inputs that are directly observable in active markets and are classified within Level 2 of the valuation hierarchy, using an income approach. Specifically, the fair value of the interest rate swaps is determined using a discounted cash flow analysis on the expected future cash flows of each instrument. This analysis utilizes observable market data including yield curves and implied volatilities to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the interest rate swaps are then discounted using calculated discount factors developed based on the overnight indexed swap (“OIS”) curve and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. At December 31, 2025 and 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Company has determined that its interest rate swap valuations in their entirety are appropriately classified within Level 2 of the fair value hierarchy. The balances of financial instruments measured at fair value on a recurring basis are as follows (see Note 9): December 31, 2025 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 18,248 $ — $ 18,248 $ — Interest rate swap, liabilities ( 1,501 ) — ( 1,501 ) — December 31, 2024 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 46,220 $ — $ 46,220 $ — Long-term Debt – The fair value of the Company’s debt was estimated using Level 1, Level 2, and Level 3 inputs based on recent secondary market trades of the Company’s senior unsecured public notes, recent comparable financing transactions, recent market risk premiums for loans of comparable quality, Secured Overnight Financing Rate (“SOFR”), Canadian Overnight Repo Rate Average (“CORRA”), U.S. Treasury obligation interest rates, and discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect the Company’s judgment as to the approximate current lending rates for loans or groups of loans with similar maturities and assumes that the debt is outstanding through maturity. Market information, as available, or present value techniques were utilized to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist on specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation. 83 Table of Contents The following table summarizes the carrying amount reported in the 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 includes the fair value of interest rate swaps: December 31, (in thousands) 2025 2024 Carrying amount $ 2,522,753 $ 1,919,927 Fair value 2,564,437 1,794,821 Non-recurring Fair Value Measurements The Company’s non-recurring fair value measurements at December 31, 2025 and 2024, consisted of the fair value of impaired real estate assets that were determined using Level 2 and Level 3 inputs. Income Taxes The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with its taxable year ended December 31, 2008. The Company believes it is organized and operates in such a manner as to qualify for treatment as a REIT, and intends to operate in the foreseeable future in such a manner so that it will remain qualified as a REIT for U.S. federal income tax purposes. Accordingly, the Company is not subject to U.S. federal corporate income tax to the extent its dividends paid deduction exceeds its taxable income, as defined in the Code. Accordingly, no provision has been made for U.S. federal income taxes in the accompanying Consolidated Financial Statements. The Company has a wholly-owned subsidiary that elected to be treated as a taxable REIT subsidiary (“TRS”) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates when due. The Company is subject to state and local income or franchise taxes and foreign taxes in certain jurisdictions in which some of its properties are located and records these within Income taxes in the accompanying Consolidated Statements of Income and Comprehensive Income when due. The Company is required to file income tax returns with federal, state, and Canadian taxing authorities. At December 31, 2025, the Company’s U.S. federal and state income tax returns remain subject to examination by the respective taxing authorities for the 2022 through 2024 tax years. The Company recognizes and measures uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more-likely-than-not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. In making this assessment, the Company must assume that the taxing authority will examine the income tax position and have full knowledge of all relevant information. The second step is to measure the tax benefit as the largest amount that is likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may or may not accurately forecast actual outcomes. The Company has determined that it has no uncertain tax positions as of December 31, 2025 and 2024. Interest and penalties related to income taxes are charged to tax expense during the year in which they are incurred. Taxes Collected From Tenants and Remitted to Governmental Authorities A majority of the Company’s properties are leased on a net basis, which provides that the tenants are responsible for the payment of property operating expenses, including, but not limited to, property taxes, maintenance, insurance, repairs, and capital costs, during the lease term. The Company records such expenses on a net basis. In other situations, the Company may collect property taxes from its tenants and remit those taxes to governmental authorities. Taxes collected from tenants and remitted to governmental authorities are presented on a gross basis, where amounts billed to tenants are included in Lease revenues, net and the corresponding expense is included in Property and operating expense in the accompanying Consolidated Statements of Income and Comprehensive Income. Right-of-Use Assets and Lease Liabilities The Company is a lessee under non-cancelable operating and finance leases associated with its corporate headquarters and other office spaces as well as with leases of land (“ground leases”). The Company records right-of-use assets and lease liabilities associated with these leases. The lease liability is equal to the net present value of the future payments to be made under the lease, discounted using estimates based on observable market factors. The right-of-use asset is generally equal to the lease liability plus initial direct costs associated with the leases. The Company includes in the recognition of the right-of-use asset and lease liability those renewal periods that are reasonably certain to be exercised, based on the facts and 84 Table of Contents circumstances that exist at lease inception. Amounts associated with percentage rent provisions are considered variable lease costs and are not included in the initial measurement of the right-of-use asset or lease liability. The Company has made an accounting policy election, applicable to all asset types, not to separate lease from nonlease components when allocating contract consideration related to operating leases. Right-of-use assets and lease liabilities associated with operating and finance leases were included in the accompanying Consolidated Balance Sheets as follows: December 31, (in thousands) Financial Statement Presentation 2025 2024 Operating leases: Right-of-use assets Prepaid expenses and other assets $ 9,578 $ 10,239 Lease liabilities Accounts payable and other liabilities 9,580 10,186 Financing leases: Right-of-use assets Prepaid expenses and other assets 2,221 — Lease liabilities Accounts payable and other liabilities 2,729 — Refer to Note 17 for obligations under operating and finance leases. Rental Expense Rental expense associated with operating leases is recorded on a straight-line basis over the term of each lease, for leases that have fixed and measurable rent escalations. The difference between rental expense incurred on a straight-line basis and the cash rental payments due under the provisions of the lease is recorded as part of the right-of-use asset in the accompanying Consolidated Balance Sheets. Rental expense associated with finance leases is recorded as interest expense on the lease liability and amortization expense on the right-of-use asset. Amounts associated with percentage rent provisions based on the achievement of sales targets are recognized as variable rental expense when achievement of the sales targets are considered probable. Ground lease expense for properties that are under development by the Company are capitalized to property under development until the development reaches substantial completion. Stock-Based Compensation The Company has issued restricted stock awards (“RSAs”) and performance-based restricted stock units (“PRSUs”) under its 2020 Omnibus Equity and Incentive Plan (the “Equity Incentive Plan”). The Company accounts for stock-based incentives in accordance with ASC 718, Compensation – Stock Compensation , which requires that such compensation be recognized in the financial statements based on the award’s estimated grant date fair value. The value of such awards is recognized as compensation expense in General and administrative expenses in the Consolidated Statements of Income and Comprehensive Income over the appropriate vesting period on a straight-line basis or at the cumulative amount vested at each balance sheet date, if greater. The Company records forfeitures during the period in which they occur by reversing all previously recorded stock compensation expense associated with the forfeited shares. Dividends declared on RSAs issued under the Equity Incentive Plan are recorded as Cumulative distributions in excess of retained earnings in the Consolidated Balance Sheets. Accumulated dividends related to forfeited RSAs are reversed through compensation expense in the period the forfeiture occurs. Dividends accrued on the PRSUs are recorded as Cumulative distributions in excess of retained earnings in the Consolidated Balance Sheets. Accumulated dividends accrued related to forfeited PRSUs are reversed in the period the forfeiture occurs. Earnings per Share Earnings per common share has been computed pursuant to the guidance in ASC 260, Earnings Per Share, which requires the classification of the Company’s unvested shares of restricted common stock, which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing earnings per share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. In accordance with the two-class method, the Company’s calculation of earnings per share excludes the income attributable to the unvested shares of restricted common stock from the numerator of the calculation and the weighted average number of such unvested shares from the denominator. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock and potentially dilutive securities in accordance with the treasury stock method and/or if converted method (see Note 14). 85 Table of Contents Recently Issued Accounting Standards In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires a public entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The amendments are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company may elect to apply the amendments either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. While this update will result in enhanced disclosures, the Company does not expect it will have a material impact on the Company’s financial statements. In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”). ASU 2025-09 seeks to better align hedge accounting with an entity’s risk management strategies by improving the ability to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. ASU 2025-09 is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the guidance, including any additional disclosures that may be required. In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements (“ASU 2025‑11”). ASU 2025‑11 clarifies the applicability of the interim reporting guidance in ASC 270, specifies the form and content of interim financial statements and related disclosures, adds a disclosure principle requiring entities to disclose events since the end of the most recent annual reporting period that have a material impact, and improves the organization and navigability of required interim disclosures. The amendments are not intended to change the fundamental nature of interim reporting or significantly expand or reduce existing interim disclosure requirements. ASU 2025‑11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of the guidance, including additional disclosures that may be required. 3. Acquisitions of Rental Property The Company closed on the following acquisitions during the year ended December 31, 2025: 86 Table of Contents (in thousands, except number of properties) Number of Properties Real Estate Acquisition Price Date Property Type January 28, 2025 Retail 1 $ 9,871 February 13, 2025 Retail 1 495 (a) March 11, 2025 Industrial 1 41,088 March 28, 2025 Retail 4 8,045 April 24, 2025 Industrial 1 8,500 (a) May 16, 2025 Industrial 1 54,722 June 4, 2025 Industrial 1 3,400 (b) June 5, 2025 Retail 1 1,100 (a) June 12, 2025 Industrial 1 13,700 (a) 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 October 1, 2025 Industrial 1 70,143 October 22, 2025 Industrial 1 30,076 October 30, 2025 Retail 1 3,950 (a) November 4, 2025 Industrial 1 24,392 (c) November 4, 2025 Industrial 1 25,671 (c) November 19, 2025 Retail 10 16,919 November 21, 2025 Industrial 2 46,285 December 23, 2025 Retail 1 5,700 (a) December 30, 2025 Retail 1 13,324 37 $ 555,449 (d) (a) Acquisition of land to be developed in connection with a build-to-suit development. (b) Acquisition of land to be developed in connection with a build-to-suit development. In July 2025, the Company contributed these assets in exchange for preferred equity in a consolidated VIE (see Note 2). (c) Acquisition of land by a consolidated VIE in connection with a build-to-suit development (see Note 2). (d) Acquisition price excludes capitalized acquisition and development costs of $ 12.4 million. 87 Table of Contents The Company closed on the following acquisitions during the year ended December 31, 2024: (in thousands, except number of properties) Number of Properties Real Estate Acquisition Price Date Property Type April 4, 2024 Retail 8 $ 84,500 (e) April 18, 2024 Industrial & Retail 5 65,000 May 21, 2024 Retail 1 12,590 May 30, 2024 Industrial 5 31,493 June 6, 2024 Industrial 1 9,470 June 24, 2024 Retail 2 14,000 September 3, 2024 Retail 1 10,180 September 5, 2024 Industrial 1 59,000 December 12, 2024 Retail 1 1,050 (f) December 24, 2024 Industrial 1 2,750 (f) 26 $ 290,033 (g) (e) In April 2024, the Company acquired $ 52.0 million of real estate assets. In June 2024, the Company contributed these assets in exchange for preferred equity in a consolidated VIE (see Note 2). (f) Acquisition of land to be developed in connection with a build-to-suit development. (g) Acquisition price excludes capitalized acquisition costs of $ 8.3 million. The Company allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the purchase price allocation for completed real estate acquisitions: December 31, (in thousands) 2025 2024 Land $ 28,976 $ 56,397 Land improvements 16,695 13,972 Buildings and improvements 348,305 198,173 Property under development 126,268 9,950 Acquired in-place leases (h) 39,220 23,336 Acquired above-market leases (i) 1,947 1,029 Acquired below-market leases (j) ( 499 ) ( 4,504 ) Right-of-use asset 2,262 — Lease liability ( 2,681 ) — Prepaid expenses & other assets 7,318 — $ 567,811 $ 298,353 (h) The weighted average amortization period for acquired in-place leases is 14 years and 10 years for acquisitions completed during the years ended December 31, 2025 and 2024, respectively. (i) The weighted average amortization period for the acquired above-market leases is 15 years and six years for acquisitions completed during the years ended December 31, 2025 and 2024, respectively. (j) The weighted average amortization period for acquired below-market leases is 11 years and nine years for acquisitions completed during the years ended December 31, 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 years ended December 31, 2025 and 2024, qualified as asset acquisitions and as such, acquisition costs were capitalized. Subsequent to December 31, 2025, the Company closed on the following acquisitions (see Note 18): 88 Table of Contents (in thousands, except number of properties) Date Property Type Number of Properties Acquisition Price February 18, 2026 Retail 1 $ 2,018 4. Sale of Real Estate The Company closed on the following sales of real estate, none of which qualified as discontinued operations: For the Year Ended December 31, (in thousands, except number of properties) 2025 2024 2023 Number of properties disposed 28 58 14 Aggregate sale price $ 96,591 $ 364,059 $ 200,072 Aggregate carrying value ( 83,032 ) ( 285,736 ) ( 140,649 ) Additional sales expenses ( 958 ) ( 5,170 ) ( 5,113 ) Gain on sale of real estate $ 12,601 $ 73,153 $ 54,310 5. Investment in Rental Property and Lease Arrangements The Company generally leases its investment rental property to established tenants in the industrial and retail property types. At December 31, 2025, the Company had 771 real estate properties, 760 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 one that was vacant. Of the nine leases classified as direct financing leases, three include land portions which are accounted for as operating leases (see Revenue Recognition within Note 2). Most leases have initial terms of 10 to 20 years. The Company’s leases generally provide for limited increases in rent as a result of fixed increases, increases in the CPI, or increases in the tenant’s sales volume. Generally, tenants are also required to pay all property taxes and assessments, substantially maintain the interior and exterior of the building, and maintain property and liability insurance coverage. The leases also typically provide for one or more multiple year renewal options, at the election of the tenant, and are subject to generally the same terms and conditions as the initial lease. Investment in Rental Property – Operating Leases Depreciation expense on investment in rental property was as follows: For the Year Ended December 31, (in thousands) 2025 2024 2023 Depreciation $ 128,745 $ 123,684 $ 123,859 Estimated lease payments to be received under non-cancelable operating leases with tenants at December 31, 2025 are as follows: (in thousands) 2026 $ 428,674 2027 416,842 2028 417,615 2029 407,321 2030 381,887 Thereafter 2,962,848 $ 5,015,187 Since lease renewal periods are exercisable at the option of the tenant, the above amounts only include future lease payments due during the initial lease terms. Such amounts exclude any potential variable rent increases that are based on changes in the CPI or future variable rents which may be received under the leases based on a percentage of the tenant’s gross sales. Additionally, certain of our leases provide tenants with the option to terminate their leases in exchange for termination penalties, or that are contingent upon the occurrence of a future event. Future lease payments within the table above have not been adjusted for these termination rights. 89 Table of Contents Investment in Rental Property – Direct Financing Leases The Company’s net investment in direct financing leases is comprised of the following: December 31, (in thousands) 2025 2024 Undiscounted estimated lease payments to be received $ 28,699 $ 31,983 Estimated unguaranteed residual values 14,547 14,547 Unearned revenue ( 17,663 ) ( 20,277 ) Reserve for credit losses ( 86 ) ( 99 ) Net investment in direct financing leases $ 25,497 $ 26,154 Undiscounted estimated lease payments to be received under non-cancelable direct financing leases with tenants at December 31, 2025 are as follows: (in thousands) 2026 $ 3,357 2027 3,426 2028 3,496 2029 3,561 2030 3,682 Thereafter 11,177 $ 28,699 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 is comprised of one lease at December 31, 2025. The lease has $ 16.9 million of undiscounted estimated lease payments to be received throughout the remaining lease term, which expires in 2027. The Company’s sales-type leases at December 31, 2024 were not material. Lease Revenues, Net The following table summarizes amounts reported as Lease revenues, net in the Consolidated Statements of Income and Comprehensive Income: For the Year Ended December 31, (in thousands) 2025 2024 2023 Contractual rental amounts billed for operating leases $ 408,794 $ 388,074 $ 388,073 Adjustment to recognize contractual operating lease billings on a straight-line basis 22,269 22,163 27,154 Net write-offs of accrued rental income ( 4,086 ) ( 2,556 ) ( 4,266 ) Variable rental amounts earned 3,340 2,999 2,277 Earned income from direct financing leases 2,707 2,748 2,752 Interest income from sales-type leases 828 58 58 Operating expenses billed to tenants 20,629 20,693 20,363 Other income from real estate transactions (a) 574 2,039 7,414 Adjustment to revenue recognized for uncollectible rental amounts billed, net ( 917 ) ( 4,418 ) ( 937 ) Total lease revenues, net $ 454,138 $ 431,800 $ 442,888 (a) Includes $ 0.4 million, $ 1.2 million and $ 7.5 million of lease termination fee income for the years ended December 31, 2025, 2024, and 2023, respectively. 90 Table of Contents 6. Intangible Assets and Liabilities, and Leasing Fees The following is a summary of intangible assets and liabilities, and leasing fees, and related accumulated amortization: December 31, (in thousands) 2025 2024 Lease intangibles: Acquired above-market leases $ 41,082 $ 39,786 Less accumulated amortization ( 20,574 ) ( 18,599 ) Acquired above-market leases, net 20,508 21,187 Acquired in-place leases 423,920 406,146 Less accumulated amortization ( 176,418 ) ( 159,695 ) Acquired in-place leases, net 247,502 246,451 Total intangible lease assets, net $ 268,010 $ 267,638 Acquired below-market leases $ 91,670 $ 94,513 Less accumulated amortization ( 50,143 ) ( 45,782 ) Intangible lease liabilities, net $ 41,527 $ 48,731 Leasing fees $ 22,643 $ 21,781 Less accumulated amortization ( 7,760 ) ( 6,495 ) Leasing fees, net $ 14,883 $ 15,286 Amortization of intangible lease assets and liabilities, and leasing fees was as follows: (in thousands) For the Year Ended December 31, Intangible Financial Statement Presentation 2025 2024 2023 Acquired in-place leases and leasing fees Depreciation and amortization $ 34,966 $ 32,161 $ 34,487 Above-market and below-market leases Lease revenues, net 4,474 4,419 5,859 For the years ended December 31, 2025, 2024 and 2023, amortization of all intangible assets and liabilities includes $ 5.3 million, $ 1.6 million, and $ 0.9 million, respectively, of accelerated amortization resulting from early lease terminations. Estimated future amortization of intangible assets and liabilities, and leasing fees at December 31, 2025 is as follows: (in thousands) 2026 $ 27,590 2027 25,949 2028 23,728 2029 22,128 2030 19,739 Thereafter 122,232 $ 241,366 91 Table of Contents 7. Unsecured Credit Agreements Unsecured Revolving Credit Agreement Unsecured Revolving Credit Facility The Company has a $ 1.0 billion unsecured revolving credit facility (the “Revolving Credit Facility”), with JPMorgan Chase Bank, N.A. as administrative agent that had an initial maturity of March 31, 2026. The Revolving Credit Facility includes an accordion feature to increase the aggregate facility size to $ 2.0 billion, subject to the willingness of existing or new lenders to fund such increase and other customary conditions. The Company has the option to extend the term of the Revolving Credit Facility twice for six months per extension, subject to certain conditions, including payment of an extension fee equal to 0.0625 % of the revolving commitments. In addition to United States Dollars (“USD”), borrowings under the Revolving Credit Facility can be made in Pound Sterling, Euros or Canadian Dollars (“CAD”) up to an aggregate amount of $ 500.0 million. Borrowings under the Revolving Credit Facility are subject to interest only payments at variable rates equal to the applicable reference rate plus a margin based on the Company’s credit rating, ranging between 0.725 % and 1.400 %. The Revolving Credit Facility is subject to a facility fee on the amount of the revolving commitments, based on the Company’s credit rating, ranging between 0.125 % and 0.300 %. The applicable facility fee is 0.200 % per annum. The Company may issue letters of credit up to $ 20.0 million under the Revolving Credit Facility. At December 31, 2025, the Company had a $ 10.5 million standby letter of credit outstanding, which reduces the borrowing capacity under the facility. The letter of credit primarily supports the Company’s build-to-suit transactions. No draws were outstanding on the standby letter of credit as of December 31, 2025. On February 28, 2025, the Company amended and restated the Revolving Credit Facility to extend the maturity date to March 31, 2029, enter into a $ 500.0 million term loan agreement (the “2028 Unsecured Term Loan”), further described below, and include an accordion feature to increase the aggregate facility size from $ 1.5 billion to $ 2.5 billion, subject to the willingness of existing or new lenders to fund such increase and other customary conditions. All remaining terms of the Revolving Credit Facility remained the same. On December 16, 2025, the Company amended the Revolving Credit Facility to remove certain adjustments to the applicable reference rates. All remaining terms of the Revolving Credit Facility remained the same. Unsecured Term Loan Agreements 2026 Unsecured Term Loan The Company had a $ 400.0 million seven-year unsecured term loan agreement (the “2026 Unsecured Term Loan”) with Capital One, National Association as administrative agent. The 2026 Unsecured Term Loan provided an accordion feature for up to a total of $ 550.0 million borrowing capacity. The 2026 Unsecured Term Loan had an initial maturity date of February 27, 2026. Borrowings under the 2026 Unsecured Term Loan were subject to interest only payments at variable rates equal to LIBOR plus a margin between 0.85 % and 1.65 % per annum based on the Company’s credit rating. Effective July 1, 2023, the Company amended the 2026 Unsecured Term Loan to transition to SOFR upon the cessation of LIBOR. Interest on borrowings bore interest at one-month SOFR plus a margin between 0.85 % and 1.65 % per annum based on the Company’s credit rating. The 2026 Unsecured Term Loan was subject to a fee of 0.25 % per annum on the amount of the commitment, reduced by the amount of term loans outstanding. The 2026 Unsecured Term Loan was paid in full on February 28, 2025, with borrowings from the 2028 Unsecured Term Loan. 2027 and 2029 Unsecured Term Loans The Company has two unsecured term loans, including a $ 200.0 million, five-year unsecured term loan (the “2027 Unsecured Term Loan”), and a $ 300.0 million, seven-year unsecured term loan (the “2029 Unsecured Term Loan”) both with Regions Bank as administrative agent. Borrowings on the term loans bore interest at variable rates based on SOFR, plus a margin based on the Company’s credit rating, ranging between 0.80 % and 1.60 % per annum for the 2027 Unsecured Term Loan, and 1.15 % and 2.20 % per annum for the 2029 Unsecured Term Loan through December 16, 2025. On December 16, 2025, the Company amended the 2029 Unsecured Term Loan to reduce the margin to a range of 0.80 % and 1.60 % per annum, to remove certain adjustments to the reference rate, to provide two extension options for twelve months each, subject to certain conditions, including payment of an extension fee equal to 0.10 % of the then outstanding principal balance, and to modify the maturity date to February 16, 2029. All remaining terms of the 2029 Unsecured Term Loan remained the same. Additionally, the Company amended the 2027 Unsecured Term Loan on December 16, 2025, to remove certain adjustments to the reference rate. All remaining terms of the 2027 Unsecured Term Loan remained the same. 92 Table of Contents 2028 Unsecured Term Loan As part of the February 28, 2025 amendment and restatement of the Revolving Credit Facility, the Company entered into the 2028 Unsecured Term Loan (see definition above). The Company has the option to extend the term twice for twelve months per extension, subject to certain conditions, including the payment of an extension fee equal to 0.125 % of the outstanding principal balance. The Company borrowed $ 400.0 million of the available borrowings on the closing date and the remaining $ 100.0 million was funded during May 2025. Borrowings under the 2028 Unsecured Term Loan are subject to interest only payments at variable rates equal to SOFR plus a margin based on the Company’s credit rating, ranging between 0.800 % and 1.600 % per annum. Proceeds from the loan were used to repay the $ 400.0 million 2026 Unsecured Term Loan in full and repay a portion of the Revolving Credit Facility. On December 16, 2025, the Company amended the applicable portion of the agreement to remove certain adjustments to the applicable reference rates, and all remaining terms remained the same. Senior Unsecured Notes 2027 Senior Unsecured Notes - Series A The Company issued $ 150.0 million of unsecured, fixed-rate, interest-only guaranteed senior promissory notes (the “2027 Senior Unsecured Notes - Series A”). The 2027 Senior Unsecured Notes - Series A were issued at par, and bear interest at a rate of 4.84 %. 2028 Senior Unsecured Notes - Series B and 2030 Senior Unsecured Notes - Series C The Company has a Note and Guaranty Agreement (the “NGA Agreement”) with each of the purchasers of unsecured, fixed-rate, interest-only, guaranteed senior promissory notes. Under the NGA Agreement, the OP issued and sold senior promissory notes in two series, series B guaranteed senior notes (the “2028 Senior Unsecured Notes - Series B”) and series C guaranteed senior notes (the “2030 Unsecured Notes - Series C”), for an aggregate principal amount of $ 325.0 million. The 2028 Senior Unsecured Notes - Series B provide for an aggregate principal amount of $ 225.0 million with a fixed-rate of 5.09 %. The 2030 Senior Unsecured Notes - Series C provide for an aggregate principal amount of $ 100.0 million with a fixed-rate of 5.19 % . 2031 Senior Unsecured Public Notes The Company completed a public offering of $ 375.0 million in aggregate principal amount of 2.60 % senior unsecured notes due in 2031 (the “2031 Senior Unsecured Public Notes”), issued at 99.816 % of the principal amount. The 2031 Senior Unsecured Public Notes require semi-annual interest payments through the maturity date of September 15, 2031, unless earlier redeemed. The 2031 Senior Unsecured Public Notes were issued by the OP and are fully and unconditionally guaranteed by the Company. 2032 Senior Unsecured Public Notes On September 26, 2025, the Company completed a public offering of $ 350.0 million 5.000 % 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 Revolving Credit Facility, to fund investments in real estate, and for general corporate purposes. Covenants on Unsecured Credit 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 December 31, 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. Further, in the event of default, the Company may be restricted from paying dividends to its stockholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material effect on the Company. 93 Table of Contents The following table summarizes the Company’s unsecured credit agreements: Outstanding Balance December 31, (in thousands, except interest rates) 2025 2024 Interest Rate Maturity Date Unsecured revolving credit facility $ 266,036 $ 93,014 applicable reference rate + 0.85 % (a) Mar. 2029 (d) Unsecured term loans: 2026 Unsecured Term Loan — 400,000 one-month adjusted SOFR + 1.00 % (b) Feb. 2026 (e) 2027 Unsecured Term Loan 200,000 200,000 daily simple SOFR + 0.95 % (c) Aug. 2027 2028 Unsecured Term Loan 500,000 — one-month SOFR + 0.95 % (b) Mar. 2028 (f) 2029 Unsecured Term Loan 300,000 300,000 daily simple SOFR + 0.95 % (c) Feb. 2029 (g) Total unsecured term loans 1,000,000 900,000 Unamortized debt issuance costs, net ( 5,781 ) ( 2,799 ) Total unsecured term loans, net 994,219 897,201 Senior unsecured notes: 2027 Senior Unsecured Notes - Series A 150,000 150,000 4.84 % Apr. 2027 2028 Senior Unsecured Notes - Series B 225,000 225,000 5.09 % Jul. 2028 2030 Senior Unsecured Notes - Series C 100,000 100,000 5.19 % Jul. 2030 2031 Senior Unsecured Public Notes 375,000 375,000 2.60 % Sep. 2031 2032 Senior Unsecured Public Notes 350,000 — 5.00 % Nov. 2032 Total senior unsecured notes 1,200,000 850,000 Unamortized debt issuance costs and original issuance discounts, net ( 9,262 ) ( 3,936 ) Total senior unsecured notes, net 1,190,738 846,064 Total unsecured debt, net $ 2,450,993 $ 1,836,279 (a) At December 31, 2025 and 2024, a balance of $ 193.0 million and $ 23.5 million, respectively, was subject to daily simple SOFR. The remaining balance of $ 100.0 million CAD borrowings remeasured to $ 73.0 million USD and $ 69.5 million USD, at December 31, 2025 and 2024, respectively, and was subject to daily simple CORRA of 2.30 % and 3.32 % at December 31, 2025 and 2024, respectively. (b) At December 31, 2025 and 2024, one-month SOFR was 3.69 % and 4.33 %, respectively. (c) At December 31, 2025 and 2024, overnight SOFR was 3.87 % and 4.49 %, respectively. (d) The 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. (e) The 2026 Unsecured Term Loan was paid in full on February 28, 2025, with borrowings from the 2028 Unsecured Term Loan. (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. (g) The 2029 Unsecured Term Loan contains two twelve-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.10 % of the aggregate principal amount of the loans outstanding under the 2029 term loan facility. At December 31, 2025, the weighted average interest rate on all outstanding borrowings was 4.45 % exclusive of interest rate swap agreements, and 4.01 % inclusive of interest rate swap agreements. For the year ended December 31, 2025, the Company incurred $ 19.5 million 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 years ended December 31, 2024 and 2023. Debt issuance costs and original issuance discounts are amortized as a component of Interest expense in the accompanying Consolidated Statements of Income and Comprehensive Income. The following table summarizes debt issuance cost and original issuance discount amortization: For the Year Ended December 31, (in thousands) 2025 2024 2023 Debt issuance costs and original issuance discounts amortization $ 5,488 $ 3,932 $ 3,938 94 Table of Contents 8. Mortgages The Company’s mortgages consist of the following: (in thousands, except interest rates) December 31, Lender Origination Date Maturity Date Interest Rate 2025 2024 Wilmington Trust National Association Apr. 2019 Feb. 2028 4.92 % $ 41,393 $ 42,838 (a) (b) (c) (d) Wilmington Trust National Association Jun. 2018 Aug. 2025 4.36 % — 18,283 (a) (b) (c) (d) PNC Bank Oct. 2016 Nov. 2026 3.62 % 15,324 15,792 (b) (c) Total mortgages 56,717 76,913 Debt issuance costs, net ( 28 ) ( 67 ) Mortgages, net $ 56,689 $ 76,846 (a) Non-recourse debt includes the indemnification/guaranty of the Company pertaining to fraud, environmental claims, insolvency, and other matters. (b) Debt secured by related rental property and lease rents. (c) Debt secured by guaranty of the OP. (d) Mortgage was assumed as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. At December 31, 2025, investment in rental property with a net book value of $ 81.0 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 December 31, 2025, are as follows: (in thousands) 2026 $ 16,843 2027 351,597 2028 763,277 2029 566,036 2030 100,000 Thereafter 725,000 $ 2,522,753 Certain of the Company’s mortgages provide for prepayment fees and can be terminated under certain events of default as defined under the related agreements. These prepayment fees are not reflected as part of the table above. 9. Interest Rate Swaps Interest rate swaps were entered into with certain financial institutions in order to mitigate the impact of interest rate variability over the term of the related debt agreements. The interest rate swaps are considered cash flow hedges. Under these agreements, the Company receives monthly payments from the counterparties equal to the related variable interest rates multiplied by the outstanding notional amounts. In turn, the Company pays the counterparties each month an amount equal to a fixed rate multiplied by the related outstanding notional amounts. The intended net impact of these transactions is that the Company pays a fixed interest rate on its variable-rate borrowings. In order to reduce counterparty concentration risk, the Company diversifies the institutions that serve as swap counterparties. The Company is exposed to credit risk in the event of non-performance by the counterparties of the swaps. The Company minimizes the risk exposure by limiting counterparties to only major banks who meet established credit and capital guidelines. In June 2024, the Company entered into nine forward-starting interest rate swaps with various institutions for a total notional amount of $ 460.0 million in order to mitigate the impact of interest rate variability over the term of the Company’s current and expected debt obligations. These swap arrangements became effective during various periods between March and December 2025 and mature in 2030 . 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 95 Table of Contents 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 $ 6.1 million of accumulated losses held in Other comprehensive income were reclassified to interest expense during the year ended December 31, 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 $ 0.6 million of accumulated losses held in Other comprehensive income will be amortized on a straight-line basis 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) December 31, 2025 December 31, 2024 Counterparty Maturity Date Fixed Rate Variable Rate Index Notional Amount Fair Value Notional Amount Fair Value Bank of Montreal January 2025 1.91 % daily compounded SOFR $ — $ — $ 25,000 $ 2 Truist Financial Corporation April 2025 2.20 % daily compounded SOFR — — 25,000 137 Bank of Montreal July 2025 2.32 % daily compounded SOFR — — 25,000 250 Truist Financial Corporation July 2025 1.99 % daily compounded SOFR — — 25,000 290 Truist Financial Corporation December 2025 2.30 % daily compounded SOFR — — 25,000 471 Bank of Montreal January 2026 1.92 % daily compounded SOFR 25,000 1 25,000 569 Bank of Montreal January 2026 2.05 % daily compounded SOFR 40,000 2 40,000 860 Capital One, National Association January 2026 2.08 % daily compounded SOFR 35,000 2 35,000 743 Truist Financial Corporation January 2026 1.93 % daily compounded SOFR 25,000 1 25,000 567 Capital One, National Association April 2026 2.68 % daily compounded SOFR 15,000 43 15,000 280 Capital One, National Association July 2026 1.32 % daily compounded SOFR 35,000 410 35,000 1,454 Bank of Montreal December 2026 2.33 % daily compounded SOFR 10,000 116 10,000 346 Bank of Montreal December 2026 1.99 % daily compounded SOFR 25,000 373 25,000 1,030 Toronto-Dominion Bank March 2027 2.46 % daily compounded CORRA 14,607 (a) 32 13,903 (a) 166 Wells Fargo Bank, N.A. April 2027 2.72 % daily compounded SOFR 25,000 224 25,000 757 Bank of Montreal December 2027 2.37 % daily compounded SOFR 25,000 494 25,000 1,230 Capital One, National Association December 2027 2.37 % daily compounded SOFR 25,000 493 25,000 1,227 Wells Fargo Bank, N.A. January 2028 2.37 % daily compounded SOFR 75,000 1,485 75,000 3,693 Bank of Montreal May 2029 2.09 % daily compounded SOFR 25,000 1,084 25,000 2,024 Regions Bank May 2029 2.11 % daily compounded SOFR 25,000 1,067 25,000 1,999 Regions Bank June 2029 2.03 % daily compounded SOFR 25,000 1,136 25,000 2,085 U.S. Bank National Association June 2029 2.03 % daily compounded SOFR 25,000 1,135 25,000 2,087 Regions Bank August 2029 2.58 % one-month SOFR 100,000 2,501 100,000 5,799 Toronto-Dominion Bank August 2029 2.58 % one-month SOFR 45,000 1,145 45,000 2,642 U.S. Bank National Association August 2029 2.65 % one-month SOFR 15,000 345 15,000 835 U.S. Bank National Association August 2029 2.58 % one-month SOFR 100,000 2,508 100,000 5,820 U.S. Bank National Association August 2029 1.35 % daily compounded SOFR 25,000 1,793 25,000 2,894 Bank of Montreal March 2030 3.80 % daily simple SOFR — (c) , (d) — 80,000 541 JPMorgan Chase Bank, N.A. March 2030 3.79 % daily simple SOFR — (c) , (d) — 50,000 371 U.S. Bank National Association June 2030 3.73 % daily simple SOFR — (c) , (d) — 70,000 666 Truist Financial Corporation June 2030 3.73 % daily simple SOFR — (c) , (d) — 55,000 508 Manufacturers & Traders Trust Company September 2030 3.71 % daily simple SOFR — (c) , (d) — 50,000 512 Regions Bank September 2030 3.69 % daily simple SOFR — (c) , (d) — 15,000 159 Truist Financial Corporation September 2030 3.70 % daily simple SOFR — (c) , (d) — 15,000 159 Toronto-Dominion Bank December 2030 3.66 % daily simple SOFR 70,000 (c) ( 835 ) 70,000 846 Regions Bank December 2030 3.66 % daily simple SOFR 55,000 (c) ( 666 ) 55,000 643 Regions Bank March 2032 2.69 % daily compounded CORRA 14,607 (a) 394 13,903 (a) 358 U.S. Bank National Association March 2032 2.70 % daily compounded CORRA 14,607 (a) 391 13,903 (a) 354 Bank of Montreal March 2034 2.81 % daily compounded CORRA 29,214 (b) 1,073 27,805 (b) 846 Total Swaps $ 943,035 $ 16,747 $ 1,399,514 $ 46,220 (a) The contractual notional amount is $ 20.0 million CAD. (b) The contractual notional amount is $ 40.0 million CAD. 96 Table of Contents (c) Forward starting swap with an effective date five years prior to the respective maturity date. (d) Interest rate swap was terminated in September 2025. At December 31, 2025, the weighted average interest rate on all outstanding borrowings was 4.01 %, inclusive of a weighted average fixed rate on effective interest rate swaps of 2.48 %. The total amounts recognized, and the location in the accompanying Consolidated Statements of Income and Comprehensive Income, from converting from variable rates to fixed rates under these agreements were as follows: Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Income Reclassification from Accumulated Other Comprehensive Income Total Interest Expense Presented in the Consolidated Statements of Income and Comprehensive Income (in thousands) Location Amount of Gain For the year ended December 31, 2025 $ ( 36,185 ) Interest expense $ 11,669 $ 94,467 2024 124 Interest expense 28,797 74,077 2023 ( 17,293 ) Interest expense 25,679 80,053 Amounts related to the interest rate swaps expected to be reclassified out of Accumulated other comprehensive income to Interest expense during the next twelve months are estimated to be a gain of $ 6.1 million. 10. Non-Controlling Interests The Company has seven entities with non-controlling interests that are consolidated: the “OP” and interests in six consolidated VIEs not wholly-owned by the Company (See Principles of Consolidation within Note 2). Under the Company’s UPREIT structure, entities and individuals can contribute assets in exchange for OP Units. There were no UPREIT transactions during the years ended December 31, 2025, 2024, and 2023. The cumulative amount of UPREIT properties contributed, less assumed debt, amounted to $ 128.7 million as of December 31, 2025 and 2024. The OP Units are economically equivalent to the Corporation’s common stock and, subject to certain restrictions, are convertible into the Company’s common stock at the option of the respective unit holders on a one-to-one basis. The OP Units are redeemable for cash at the option of the holder, however, the Company may, at its sole option, issue shares in lieu of cash. Therefore, the OP Units are considered to be permanent equity. Exchanges of OP Units held by non-controlling interest holders are recorded by reducing non-controlling interest on a historical cost basis with a corresponding increase in common stock and additional paid-in capital. The following table summarizes OP Units exchanged for shares of common stock: For the Year Ended December 31, (in thousands) 2025 2024 2023 OP Units exchanged for shares of common stock 350 282 1,277 Value of units exchanged $ 5,514 $ 4,544 $ 21,235 Holders of the OP Units do not have voting rights at the Corporation level. 11. Credit Risk Concentrations The Company maintained bank balances that, at times, exceeded the federally insured limit during the years ended December 31, 2025, 2024, and 2023. 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 years ended December 31, 2025, 2024, and 2023, the Company had no individual tenants or common franchises that accounted for more than 10% of Lease revenues, net, excluding lease termination fees. 12. Equity Common Stock The shares of the Corporation’s common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the Board of Directors in accordance with the Maryland General Corporation Law, and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive conversion or exchange rights. 97 Table of Contents Pursuant to the limited liability company agreement of the OP, each outstanding OP Unit can be redeemed for one share of the Corporation’s common stock, subject to the terms and conditions set forth in the OP’s operating agreement. Preferred Stock The Charter also provides the Board of Directors with the authority to issue one or more classes or series of preferred stock, and prior to the issuance of such shares of preferred stock, the Board of Directors shall have the power from time to time to classify or reclassify, in one or more series, any unissued shares and designate the preferences, rights and privileges of such shares of preferred stock. At December 31, 2025 and 2024, no shares of the Corporation’s preferred stock were issued and outstanding. At-the-Market Program (“ATM Program”) The Company enters into ATM Programs through which it may, from time to time, publicly offer and sell shares of common stock. The Company’s ATM Programs also provide for forward sale agreements, enabling the Company to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds. In May 2024, the Company replaced its prior $ 400.0 million ATM Program (“2021 ATM Program”) with a new $ 400.0 million ATM Program (“2024 ATM Program”), and the 2021 ATM Program was simultaneously terminated. During the years ended December 31, 2025 and 2024, the Company entered into forward sale agreements to sell an aggregate of 621,487 and 2,187,700 shares of common stock, respectively, under the 2024 ATM Program at weighted average share prices of $ 18.33 and $ 18.29 , respectively, subject to certain adjustments upon settlement. The Company has the option to settle the outstanding shares of common stock from the 2025 forward sale agreement at any time before December 2026 for net proceeds of approximately $ 11.0 million. On December 18, 2025, the Company settled the 2024 forward sale agreements and issued 2,187,700 shares of common stock. The net proceeds, after deducting underwriting discounts and commissions of $ 0.4 million, were $ 38.4 million. The Company used the net proceeds to primarily pay down the unsecured revolving credit facility . During the years ended December 31, 2024 and 2023, the Company did not issue any shares under the ATM Program. After considering the shares sold subject to forward sale agreements, we have $ 348.6 million of capacity remaining under the ATM Program as of December 31, 2025. The following table presents information about the Company’s ATM Programs: (in thousands) Program Year Program Size Aggregate Gross Sales ATM Shares Sold Remaining Capacity 2024 $ 400,000 $ 51,394 2,809 $ 348,606 2021 (a) 400,000 254,620 11,542 N/A (a) (a) ATM Program has been terminated and no future issuance will occur. Stock Repurchase Program The Company has a stock repurchase program (the “Repurchase Program”), which authorizes the Company to repurchase up to $ 150.0 million of the Company’s common stock. On March 11, 2025, the Company’s Board of Directors re-authorized the Repurchase Program for a twelve-month period ending on March 14, 2026. The Repurchase Program may be extended, suspended, or discontinued at any time. Under the Repurchase Program, repurchases of the Company’s stock can be made in the open market or through private transactions from time to time over the twelve-month period, depending on prevailing market conditions and compliance with applicable legal and regulatory requirements. 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 years ended December 31, 2025 and 2024, no shares of the Company’s common stock were repurchased under the Repurchase Program. 13. Stock-Based Compensation Restricted Stock Awards The Company awarded 317,156 , 849,365 , and 311,583 shares of RSAs during the years ended December 31, 2025, 2024, and 2023, 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 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 years ended December 31, 2025, 2024, and 98 Table of Contents 2023 were $ 16.75 , $ 14.79 , and $ 17.50 , respectively, which were based on the market price per share of the Company’s common stock on the grant dates. The following table presents information about the Company’s RSAs: For the Year Ended December 31, (in thousands) 2025 2024 2023 Compensation cost $ 5,737 $ 4,880 $ 4,437 Dividends declared on unvested RSAs 1,241 1,166 560 Fair value of shares vested during the period 3,779 3,969 3,384 As of December 31, 2025, there was $ 10.6 million of unrecognized compensation costs related to the unvested restricted shares, which is expected to be recognized over a weighted average period of 2.7 years. The following table presents information about the Company’s restricted stock activity: For the Year Ended December 31, 2025 2024 2023 (in thousands, except per share amounts) Number of Shares Weighted Average Grant Date Fair Value per Share Number of Shares Weighted Average Grant Date Fair Value per Share Number of Shares Weighted Average Grant Date Fair Value per Share Unvested at beginning of period 989 $ 15.51 492 $ 18.63 396 $ 20.36 Granted 317 16.75 849 14.79 312 17.50 Vested ( 227 ) 16.36 ( 259 ) 18.70 ( 193 ) 20.33 Forfeited ( 9 ) 16.61 ( 93 ) 16.63 ( 23 ) 18.79 Unvested at end of period 1,070 15.69 989 15.51 492 18.63 Performance-based Restricted Stock Units During the years ended December 31, 2025, 2024 and 2023, the Company issued target grants of 246,967 , 202,308 , and 186,481 performance-based restricted stock units (“PRSUs”) under the Company’s Equity Incentive Plan to the officers of the Company, respectively. 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. Vesting percentages range from 0 % to 200 %, with a target of 100 %. rTSR means the percentage appreciation in the fair market value of one share over the three-year measurement period beginning on the date of grant, assuming the reinvestment of dividends on the ex-dividend date. 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 year ended December 31, 2025 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. The grant date fair value of the PRSUs was measured using a Monte Carlo simulation model based on assumptions including share price volatility. The following table presents compensation cost recognized on the Company’s performance-based restricted stock units: For the Year Ended December 31, (in thousands) 2025 2024 2023 Compensation cost $ 3,860 $ 2,475 $ 1,922 As of December 31, 2025, there was $ 5.2 million of unrecognized compensation costs related to the unvested PRSUs, which is expected to be recognized over a weighted average period of 1.9 years. 99 Table of Contents The following table presents information about the Company’s performance-based restricted stock unit activity: For the Year Ended December 31, 2025 2024 2023 (in thousands, except per share amounts) Number of Shares Weighted Average Grant Date Fair Value per Share Number of Shares Weighted Average Grant Date Fair Value per Share Number of Shares Weighted Average Grant Date Fair Value per Share Unvested at beginning of period 433 $ 20.90 351 $ 24.90 233 $ 26.27 Granted 247 21.12 202 15.84 186 23.78 Vested ( 74 ) 27.93 ( 88 ) 24.40 — — Forfeited — — ( 32 ) 23.18 ( 68 ) 26.48 Unvested at end of period 606 20.13 433 20.90 351 24.90 14. Earnings per Share The following table summarizes the components used in the calculation of basic and diluted earnings per share (“EPS”): For the Year Ended December 31, (in thousands, except per share amounts) 2025 2024 2023 Basic earnings: Net earnings attributable to Broadstone Net Lease, Inc. common shareholders $ 96,495 $ 162,441 $ 155,478 Less: earnings allocated to unvested restricted shares ( 1,241 ) ( 1,166 ) ( 560 ) Net earnings used to compute basic earnings per common share $ 95,254 $ 161,275 $ 154,918 Diluted earnings: Net earnings used to compute basic earnings per common share $ 95,254 $ 161,275 $ 154,918 Add: net earnings attributable to OP Unit holders 4,211 7,548 7,834 Net earnings used to compute diluted earnings per common share $ 99,465 $ 168,823 $ 162,752 Weighted average number of common shares outstanding 189,181 188,378 187,101 Less: weighted average unvested restricted shares (a) ( 1,058 ) ( 924 ) ( 484 ) Weighted average number of common shares outstanding used in basic earnings per common share 188,123 187,454 186,617 Add: effects of restricted stock units (b) 1,066 378 291 Add: effects of convertible OP Units (c) 8,384 8,787 9,407 Weighted average number of common shares outstanding used in diluted earnings per common share 197,573 196,619 196,315 Basic earnings per share $ 0.51 $ 0.86 $ 0.83 Diluted earnings per share $ 0.50 $ 0.86 $ 0.83 (a) Represents the weighted average effects of 1,070,301 , 988,555 , and 492,046 unvested restricted shares of common stock as of December 31, 2025, 2024, and 2023, 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 8,295,768 , 8,645,793 , and 8,927,736 OP Units outstanding at December 31, 2025, 2024, and 2023, respectively. 100 Table of Contents 15. Income Taxes For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or return of capital distributions. Return of capital distributions will reduce stockholders’ basis in their shares, but not below zero. The portion of the distribution that exceeds the adjusted basis of the stock will be treated as gain from the sale or exchange of property. The following table shows the character of the distributions the Company paid on a percentage basis: For the Year Ended December 31, Character of Distributions 2025 2024 2023 Ordinary dividends 52 % 62 % 70 % Capital gain distributions — % — % 21 % Return of capital distributions 48 % 38 % 9 % 100 % 100 % 100 % 16. Supplemental Cash Flow Disclosures The following table summarizes the Company’s supplemental cash flow information: For the Year Ended December 31, (in thousands) 2025 2024 2023 Supplemental disclosures: Cash paid for interest $ 80,250 $ 73,674 $ 77,147 Cash paid (refunded) for income taxes 1,119 ( 461 ) 310 Non-cash activities: Issuance and conversion of OP Units to common stock (a) 5,514 4,544 21,235 Dividends declared not yet paid 59,513 58,317 56,869 Reclassifications from Property under development to Buildings and improvements and Land improvements of development properties 53,303 184,676 — Reclassification of operating lease to sales-type lease 14,408 — — Original issuers discount related to 2032 Senior Unsecured Public Notes 5,159 — — (a) See Note 10. 17. Commitments and Contingencies Litigation From time to time, the Company is a party to various litigation matters incidental to the conduct of the Company’s business. While the resolution of such matters cannot be predicted with certainty, based on currently available information, the Company does not believe that the final outcome of any of these matters will have a material effect on its consolidated financial position, results of operations, or liquidity. Property and Acquisition Related In connection with ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. 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 December 31, 2025, the Company has commitments to fund 11 build-to-suit transactions with remaining obligations of $ 192.3 million expected to fund in multiple draws through November 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 April 2025 and November 2026. 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. The tax protection agreements require the Company to indemnify the beneficiaries in the event of a sale, exchange, transfer, or other disposal of the contributed property, and in the case of the tax protection agreement entered into in connection with 101 Table of Contents the Company’s internalization, the entire Company, in a taxable transaction that would cause such beneficiaries to recognize a gain that is protected under the agreements, subject to certain exceptions. The Company is required to allocate an amount of nonrecourse liabilities to each beneficiary that is at least equal to the minimum liability amount, as contained in the agreements. The minimum liability amount and the associated allocation of nonrecourse liabilities are calculated in accordance with applicable tax regulations, are completed at the OP level, and are not probable. Therefore, there is no impact to the Consolidated Financial Statements. Based on values as of December 31, 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. In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. Obligations Under Operating and Finance Leases As described in Note 2, the Company is a lessee under non-cancelable operating and finance leases associated with its corporate headquarters and other office spaces as well as ground leases. The Company’s obligations under leases primarily consist of a lease for the Company’s corporate office space, which expires in October 2033 and was determined to be an operating lease. The lease contains two five-year extension options, exercisable at the Company’s discretion, that are not reasonably certain to be exercised, and are therefore excluded from our calculation of the lease liability. The remaining lease obligations primarily consist of ground leases that, in accordance with the terms of our leases, are typically required to be reimbursed by our tenants. The Company remains primarily responsible for ground leases in the event a tenant is unable to pay. The weighted average discount rate on our operating and finance leases is 8.4 %. The weighted average years remaining on our operating and finance lease liabilities is 27.2 years. The following table summarizes the total lease costs associated with operating and finance leases: (in thousands) Financial Statement Presentation For the Year Ended December 31, 2025 2024 Operating lease costs: Office leases General and administrative $ 1,006 $ 1,010 Ground leases Property and operating expense 154 141 Ground leases - development properties Property under development 199 — Variable lease costs - ground leases Property and operating expense 54 60 Financing lease costs: Amortization of right-of-use assets Depreciation and amortization 50 — Interest expense on lease liabilities Interest expense 248 — Total lease cost $ 1,711 $ 1,211 The following table summarizes payments associated with obligations under operating and finance leases reported as net cash provided by operating activities on the accompanying Consolidated Statements of Cash Flows: For the Year Ended December 31, (in thousands) 2025 2024 Operating lease payments $ 1,376 $ 1,025 Financing lease payments 200 — Total $ 1,576 $ 1,025 102 Table of Contents At December 31, 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 2026 $ 1,306 $ 218 2027 1,251 218 2028 1,134 218 2029 1,174 238 2030 1,202 245 Thereafter 14,632 18,061 Total undiscounted lease payments 20,699 19,198 Present value adjustment for remaining lease payments ( 11,119 ) ( 16,468 ) Total lease liability $ 9,580 $ 2,729 18. Subsequent Events On January 15, 2026, the Company paid distributions totaling $ 57.9 million. On February 13, 2026, the Board of Directors declared a quarterly distribution of $ 0.2925 per share on the Company’s common stock and OP Units for the first quarter of 2025, which will be payable on or before April 15, 2026 to stockholders and unit holders of record as of March 31, 2026. Subsequent to December 31, 2025, the Company paid down $ 70.0 million, and borrowed $ 94.0 million on the Revolving Credit Facility, the proceeds of which were used to fund investments and for other general corporate purposes. Subsequent to December 31, 2025, the Company acquired approximately $ 2.0 million of land to be developed in connection with a $ 12.4 million build-to-suit transaction (see Note 3), invested $ 20.8 million in seven build-to-suit developments, and $ 20.0 million in other assets related to real estate investments. Subsequent to December 31, 2025, the Company sold one property with an aggregate carrying value of approximately $ 4.1 million for total proceeds of $ 12.1 million. The Company incurred additional expenses related to the sale of approximately $ 1.0 million, resulting in a gain on sale of real estate of approximately $ 7.0 million. Subsequent to quarter end, the Company sold, on a forward basis, 1,676,000 shares of common stock at a weighted average price per share of $ 18.63 for estimated net proceeds of approximately $ 30.5 million under the ATM Program, none of which has been settled. These sales may be settled, at our discretion, at any time prior to December 31, 2026. 103 Table of Contents Broadstone Net Lease, Inc. and Subsidiaries Schedule III – Real Estate Assets and Accumulated Depreciation As of December 31, 2025 (in thousands) Initial Costs to Company (a) Costs Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period Life on Which Depreciation is Computed (Years) Property Type Encumbrance Land Buildings and Improvements Land Improvements Land Buildings and Improvements Total (b) Accumulated Depreciation Date of Construction Date Acquired Industrial Manufacturing $ — $ 134,349 $ 804,315 $ — $ 14,927 $ 134,349 $ 819,242 $ 953,591 $ 130,128 1932-2025 2011-2025 15 - 39 Distribution & Warehouse — 125,241 934,874 4,510 34,436 129,751 969,310 1,099,061 118,470 1929-2021 2012-2025 15 - 39 Food Processing — 56,053 592,428 — 57,432 56,053 649,860 705,913 85,334 1907-2022 2012-2025 15 - 39 Flex and R&D 41,393 51,864 169,942 — 2,584 51,864 172,526 224,390 43,028 1973-2018 2013-2019 15 - 39 Cold Storage — 12,599 143,601 — 68 12,599 143,669 156,268 27,470 1933-2017 2017-2018 7 - 39 Services — 61,109 79,936 — 3,680 61,109 83,616 144,725 15,366 1960-2022 2011-2024 15 - 39 In-Process Development — — 252,532 — — — 252,532 252,532 — Retail General Merchandise 15,324 107,960 439,711 — 2,560 107,960 442,271 550,231 50,219 1984-2025 2016-2025 15 - 39 Casual Dining — 78,185 255,422 — 12 78,185 255,434 333,619 58,179 1972-2014 2011-2024 15 - 39 Quick Service Restaurants — 57,346 238,220 197 2,705 57,543 240,925 298,468 68,162 1965-2025 2009-2025 15 - 39 Automotive — 32,424 113,350 — 74 32,424 113,424 145,848 28,640 1909-2021 2014-2024 7 - 39 Animal Services — 15,943 111,107 — 2,920 15,943 114,027 129,970 23,965 1954-2017 2015-2021 15 - 39 Home Furnishings — 3,625 90,644 — 981 3,625 91,625 95,250 22,097 1974-2014 2017-2018 15 - 39 Healthcare Services — 11,162 62,332 — 250 11,162 62,582 73,744 13,852 1965-2020 2009-2021 15 - 39 Education — 3,841 31,105 — 165 3,841 31,270 35,111 5,205 1996-2022 2017-2022 15 - 39 Untenanted — 499 2,401 — — 499 2,401 2,900 19 2022 2023 15 - 39 In-Process Development — — 11,124 — — — 11,124 11,124 — Other Office — 18,147 191,380 — 22,185 18,147 213,565 231,712 58,558 1975-2012 2012-2022 7 - 39 Clinical & Surgical — 5,822 101,015 241 175 6,063 101,190 107,253 23,897 1970-2018 2012-2022 15 - 39 Development & Acquisitions in Process (c) — — 2,483 — — — 2,483 2,483 — Total (d) $ 56,717 $ 776,169 $ 4,627,922 $ 4,948 $ 145,154 $ 781,117 $ 4,773,076 $ 5,554,193 $ 772,589 (a) The initial cost to the Company represents the original purchase price of the property (see Note 3). (b) The aggregate cost of real estate owned as of December 31, 2025 for U.S. federal income tax purposes was approximately $ 5.5 billion. (c) Acquisition costs in progress represents costs incurred during the year ended December 31, 2025 related to asset acquisitions expected to close during the year ending December 31, 2026. (d) This schedule excludes properties subject to leases that are classified as direct financing leases, sales-type leases, as well as the value of right-of-use assets recorded on certain of the properties where the Company is lessee under a ground lease. 104 Table of Contents For the Year Ended December 31, Change in Total Real Estate Assets 2025 2024 2023 Balance, beginning of period $ 4,986,116 $ 4,983,660 $ 5,008,230 Acquisitions, developments, and improvements 723,840 392,793 167,089 Dispositions ( 118,048 ) ( 358,944 ) ( 154,907 ) Impairment ( 37,715 ) ( 31,393 ) ( 36,752 ) Balance, end of period $ 5,554,193 $ 4,986,116 $ 4,983,660 For the Year Ended December 31, Change in Accumulated Depreciation 2025 2024 2023 Balance, beginning of period $ 672,478 $ 626,597 $ 533,965 Acquisitions and building improvements 128,745 122,949 122,778 Dispositions ( 17,319 ) ( 70,114 ) ( 24,547 ) Impairment ( 11,315 ) ( 6,954 ) ( 5,599 ) Balance, end of period $ 772,589 $ 672,478 $ 626,597 105 Table of Contents Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.