What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2025-10-29 · 189 added, 394 removed, 626 unchanged (48% of the section changed)

4 unchanged sentences

(in thousands, except per share amounts)

September 30,

2026 December 31,

35 unchanged sentences

Common stock, $ 0.00025 par value;

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

500,000 shares authorized, 191,771 and 191,423 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,502,465 3,502,380

9 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive Income

Condensed Consolidated Statements of Income and Comprehensive Income (Loss)

(in thousands, except per share amounts)

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

Lease revenues, net $ 121,401 $ 108,690

40 unchanged sentences

Interests Total

Balance, January 1, 2025 $ 47 $ 3,450,584 $ ( 496,543 ) $ 49,657 $ 137,679 $ 3,141,424

Net income — — 16,743 — 750 17,493

Issuance of 292 shares of common stock under equity incentive plan

— 104 — — — 104

Offering costs, discounts, and commissions — ( 136 ) — — — ( 136 )

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

— 2,147 — — — 2,147

Retirement of 86 shares of common stock under equity incentive plan

— ( 1,446 ) — — — ( 1,446 )

Conversion of 244 OP Units to 244 shares of common stock

— 3,882 — — ( 3,882 ) —

Distributions declared ($ 0.290 per share and OP Unit)

— — ( 56,274 ) — ( 2,600 ) ( 58,874 )

Change in fair value of interest rate swap agreements — — — ( 19,039 ) ( 853 ) ( 19,892 )

Realized gain on interest rate swap agreements — — — ( 6 ) — ( 6 )

Adjustment to non-controlling interests — 906 — ( 892 ) ( 14 ) —

Balance, March 31, 2025 $ 47 $ 3,456,041 $ ( 536,074 ) $ 29,720 $ 131,080 $ 3,080,814

Balance at January 1, 2026 $ 48 $ 3,502,380 $ ( 620,221 ) $ 19,788 $ 131,466 $ 3,033,461

Net income — — 46,365 — 27 46,392

Issuance of 619 shares of common stock under equity incentive plan

Contributions from non-controlling interests — — — — 1,173 1,173

Offering costs, discounts, and commissions — ( 132 ) — — — ( 132 )

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

— 1,053 — — — 1,053

Distributions declared ($ 0.290 per share and OP Unit)

— — ( 55,388 ) — ( 2,478 ) ( 57,866 )

Change in fair value of interest rate swap agreements — — — ( 10,018 ) ( 445 ) ( 10,463 )

Realized gain on interest rate swap agreements — — — ( 6 ) — ( 6 )

Adjustment to non-controlling interests — 1,559 — ( 1,687 ) 128 —

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

Net income — — 26,466 — 599 27,065

Issuance of one shares of common stock under equity incentive plan

Contributions from non-controlling interests — — — — 43 43

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

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

— 2,488 — — — 2,488

Conversion of 86 membership units to 86 shares of common stock

Stock-based compensation — 2,566 — — — 2,566

Retirement of 271 shares of common stock under equity incentive plan

— ( 5,183 ) — — — ( 5,183 )

3 unchanged sentences

Realized loss on interest rate swap agreements — — — 30 1 31

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

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

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

Broadstone Net Lease, Inc.

and Subsidiaries

Condensed Consolidated Statements of Equity - Continued

(in thousands, except per share amounts)

Adjustment of non-controlling interests — 1,649 — ( 1,403 ) ( 246 ) —

Balance at March 31, 2026 $ 48 $ 3,502,465 $ ( 630,951 ) $ 20,898 $ 128,889 $ 3,021,349

Stock Additional

9 unchanged sentences

Offering costs, discounts, and commissions — ( 136 ) — — — ( 136 )

Stock-based compensation, net of 25 shares of restricted stock forfeited

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

— 2,147 — — — 2,147

6 unchanged sentences

Change in fair value of interest rate swap agreements — — — ( 19,039 ) ( 853 ) ( 19,892 )

Realized loss on interest rate swap agreements — — — 152 7 159

Adjustment to non-controlling interests — 4,220 — ( 3,878 ) ( 342 ) —

Balance, March 31, 2024 $ 47 $ 3,446,910 $ ( 430,169 ) $ 56,834 $ 144,082 $ 3,217,704

Net income — — 35,329 — 608 35,937

Issuance of 55 shares of common stock under equity incentive plan

Offering costs, discounts, and commissions — ( 200 ) — — — ( 200 )

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

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

— 2,073 — — — 2,073

Conversion of 32 OP Units to 32 shares of common stock

— 532 — — ( 532 ) —

Distributions declared ($ 0.290 per share and OP Unit)

— — ( 55,053 ) — ( 2,657 ) ( 57,710 )

Change in fair value of interest rate swap agreements — — — ( 1,391 ) ( 65 ) ( 1,456 )

Realized loss on interest rate swap agreements — — — 59 3 62

Adjustment to non-controlling interests — ( 5,050 ) — 4,881 169 —

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

Net income — — 35,608 — 1,660 37,268

Issuance of one shares of common stock under equity incentive plan

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

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

— 1,829 — — — 1,829

Conversion of 46 OP Units to 46 shares of common stock

— 744 — — ( 744 ) —

Distributions declared ($ 0.290 per share and OP Unit)

— — ( 53,637 ) — ( 2,717 ) ( 56,354 )

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

Realized gain on interest rate swap agreements — — — ( 6 ) — ( 6 )

Adjustment to non-controlling interests — 906 — ( 892 ) ( 14 ) —

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

Balance, March 31, 2025 $ 47 $ 3,456,041 $ ( 536,074 ) $ 29,720 $ 131,080 $ 3,080,814

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

3 unchanged sentences

(in thousands)

For the Nine Months Ended

September 30,

For the Three Months Ended

Operating activities

3 unchanged sentences

Provision for impairment of investment in rental properties — 16,128

Amortization of debt issuance costs and original issuance discount charged to interest expense 3,923 2,949

Amortization of debt issuance costs and original issuance discounts charged to interest expense 1,627 1,237

Stock-based compensation expense 2,566 2,147

Settlement of interest rate swaps ( 6,712 ) —

Straight-line rent, direct financing and sales-type lease adjustments ( 5,630 ) ( 3,679 )

18 unchanged sentences

Contributions from non-controlling interests 43 —

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

Proceeds from unsecured term loans — 400,000

Principal payments on mortgages and unsecured term loans ( 501 ) ( 400,596 )

3 unchanged sentences

Cash distributions paid to non-controlling interests ( 2,489 ) ( 2,671 )

Debt acquisition costs paid ( 12,420 ) —

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

Net increase (decrease) in cash and cash equivalents and restricted cash 67,327 ( 9,414 )

Debt issuance costs paid ( 5 ) ( 12,275 )

Net cash provided by financing activities 74,356 8,916

Net decrease in cash and cash equivalents and restricted cash ( 11,963 ) ( 4,960 )

Cash and cash equivalents and restricted cash at beginning of period 33,642 15,993

18 unchanged sentences

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

At March 31, 2026, the Company owned a diversified portfolio of 773 individual commercial properties with 766 properties located in 44 U.S.

states and seven properties located in four Canadian provinces.

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

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

(in thousands) March 31, 2026 December 31, 2025

Common Stock OP Units Total Diluted

28 unchanged sentences

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.

2 unchanged sentences

The assets of the EAT primarily consist of leased property (net real estate investment in rental property and lease intangibles).

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

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

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

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

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

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

The 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 March 31, 2026 and December 31, 2025, the Company had six consolidated VIEs.

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

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

21 unchanged sentences

Once substantially complete, the property under development is placed in service and depreciation commences.

During the three months ended March 31, 2026 and 2025, the Company funded capital expenditures of $ 5.1 million and $ 10.4 million, respectively, on development properties after they have reached substantial completion.

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

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

2 unchanged sentences

Property under development $ 329,260 $ 265,812

(in thousands) For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands) For the Three Months Ended March 31,

Investment in properties under development, excluding capitalized costs $ 109,951 $ 16,387

Capital expenditures funded after substantial completion — 6,229 11,576 6,229

Long-lived Asset Impairment

4 unchanged sentences

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

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

The Company’s assessment of impairment during the three months ended March 31, 2026 and 2025, 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.

6 unchanged sentences

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:

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

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands) For the Three Months Ended March 31,

Number of properties — 7

Impairment charge $ — $ 16,128

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

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

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

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

During the three months ended March 31, 2025, the Company recognized impairment of $ 16.1 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 $ 12.5 million impairment charge on two healthcare properties.

Restricted Cash

1 unchanged sentence

Restricted cash consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

3 unchanged sentences

Rent received in advance consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

8 unchanged sentences

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

(in thousands) September 30, 2025

(in thousands) March 31, 2026

Total Level 1 Level 2 Level 3

1 unchanged sentence

Interest rate swap, liabilities ( 637 ) — ( 637 ) —

December 31, 2024

(in thousands) Total Level 1 Level 2 Level 3

(in thousands) December 31, 2025

Total Level 1 Level 2 Level 3

Interest rate swap, assets $ 18,248 $ — $ 18,248 $ —

Long-term Debt – The fair value of the Company’s debt was estimated using Level 1, Level 2, and Level 3 inputs based on secondary market trades of the Company’s 2031 Senior Unsecured Public Notes (see Note 7), 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.

Interest rate swap, liabilities ( 1,501 ) — ( 1,501 ) —

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.

2 unchanged sentences

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.

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

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

2 unchanged sentences

Non-recurring Fair Value Measurements

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

The Company’s non-recurring fair value measurements at December 31, 2025 consisted of the fair value of impaired real estate assets that were determined using Level 2 and Level 3 inputs.

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 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 Condensed Consolidated Balance Sheets as follows:

(in thousands) Financial Statement Presentation September 30,

(in thousands) Financial Statement Presentation March 31,

2026 December 31,

6 unchanged sentences

Refer to Note 16 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 Condensed 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.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

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 will have the election 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.

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.

Acquisitions of Rental Property

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

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.

Asset Acquisitions

The Company closed on the following acquisitions during the three months ended March 31, 2026:

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

1 unchanged sentence

Acquisition Price

January 28, 2025 Retail 1 $ 9,871

February 13, 2025 Retail 1 495 (a)

January 30, 2026 Industrial 0 $ 20,100 (a)

February 18, 2026 Retail 1 $ 2,018 (b)

February 24, 2026 Industrial 1 17,538 (b)

March 19, 2026 Industrial 1 61,195

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

18 $ 318,989 (d)

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

3 $ 100,851 (c)

(a) Acquisition of an option to purchase land to be developed in connection with an industrial property.

(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 common equity in a consolidated VIE (see Note 2).

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

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

The Company closed on the following acquisitions during the three months ended March 31, 2025:

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

1 unchanged sentence

Acquisition Price

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

24 286,233 (f)

(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 price excludes capitalized acquisition costs of $ 2.5 million.

January 28, 2025 Retail 1 $ 9,871

February 13, 2025 Retail 1 495 (d)

March 11, 2025 Industrial 1 41,088

March 28, 2025 Retail 4 8,045

7 $ 59,499 (e)

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

(e) Acquisition price excludes capitalized acquisition costs of $ 2.0 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:

(in thousands) For the Nine Months Ended

September 30,

(in thousands) For the Three Months Ended March 31,

Land $ 43,311 $ 3,720

2 unchanged sentences

Property under development 40,730 824

Acquired in-place leases (g)

21,140 23,336

Acquired above-market leases (h)

Acquired below-market leases (i)

( 424 ) ( 4,503 )

Acquired in-place leases (f)

Acquired below-market leases (g)

Right-of-use asset — 2,262

Lease liability — ( 2,681 )

Prepaid expenses & other assets 3,606 —

$ 104,110 $ 61,460

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

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

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

(f) The weighted average amortization period for acquired in-place leases is 12 years and 13 years for acquisitions completed during the three months ended March 31, 2026 and 2025, respectively.

(g) There were no acquisitions of below-market leases during the three months ended March 31, 2026.

The weighted average amortization period for acquired below-market leases is 14 years for acquisitions completed during the three months ended March 31, 2025.

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 nine months ended September 30, 2025 and 2024 qualified as asset acquisitions and as such, acquisition costs were capitalized.

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

All real estate acquisitions closed during the three months ended March 31, 2026 and 2025 qualified as asset acquisitions and as such, acquisition costs were capitalized.

Subsequent to March 31, 2026, the Company closed on the following acquisitions (see Note 17):

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

1 unchanged sentence

Acquisition Price

October 1, 2025 Industrial 1 $ 70,143

October 22, 2025 Industrial 1 30,076

April 29, 2026 Industrial 1 $ 6,990

Sale of Real Estate

The Company closed on the following sales of real estate, none of which qualified as discontinued operations:

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

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands, except number of properties) For the Three Months Ended March 31,

Number of properties disposed 1 3

4 unchanged sentences

Investment in Rental Property and Lease Arrangements

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

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

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

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

At March 31, 2026, the Company had 773 real estate properties, 761 of which were leased under leases that have been classified as operating leases, nine that have been classified as direct financing leases, one that has been classified as a sales-type lease, and two that were vacant.

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.

2 unchanged sentences

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 – Accounted for Using the Operating Method

Investment in Rental Property – Operating Leases

Depreciation expense on investment in rental property was as follows:

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

For the Three Months Ended March 31,

(in thousands) 2026 2025

Depreciation $ 33,363 $ 31,459

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

Estimated lease payments to be received under non-cancelable operating leases with tenants at March 31, 2026 are as follows:

(in thousands)

7 unchanged sentences

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

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

4 unchanged sentences

Net investment in direct financing leases $ 25,303 $ 25,497

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

Undiscounted estimated lease payments to be received under non-cancelable direct financing leases with tenants at March 31, 2026 are as follows:

(in thousands)

3 unchanged sentences

Investment in Rental Property – Sales-Type Leases

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

The Company’s net investment in a sales-type lease was $ 14.4 million at March 31, 2026 and December 31, 2025, and was comprised of one lease.

The lease has $ 16.4 million of undiscounted estimated lease payments to be received throughout the remaining lease term, which expires in 2027.

Lease Revenues, Net

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

(in thousands) For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands) For the Three Months Ended March 31,

Contractual rental amounts billed for operating leases $ 107,519 $ 99,314

Adjustment to recognize contractual operating lease billings on a straight-line basis

5,134 5,438 16,952 15,720

Net write-offs of accrued rental income — ( 2,228 )

5 unchanged sentences

Adjustment to revenue recognized for uncollectible rental amounts billed, net

( 10 ) ( 1,430 ) ( 917 ) ( 3,659 )

Total lease revenues, net $ 121,401 $ 108,690

1 unchanged sentence

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

(in thousands) September 30,

(in thousands) March 31,

2026 December 31,

14 unchanged sentences

Amortization of intangible lease assets and liabilities, and leasing fees was as follows:

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

September 30, For the Nine Months Ended

September 30,

(in thousands) Financial Statement Presentation For the Three Months Ended March 31,

Intangible 2026 2025

1 unchanged sentence

Above-market and below-market leases Lease revenues, net 1,016 1,065

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

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

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

There was no accelerated amortization resulting from early lease terminations during the three months ended March 31, 2026.

For the three months ended March 31, 2025, amortization of all intangible assets and liabilities includes $ 0.2 million of accelerated amortization resulting from early lease terminations.

Estimated future amortization of intangible assets and liabilities, and leasing fees at March 31, 2026 is as follows:

(in thousands)

4 unchanged sentences

Outstanding Balance

(in thousands, except interest rates) September 30,

(in thousands, except interest rates) March 31,

2026 December 31,

2 unchanged sentences

Unsecured term loans:

2026 Unsecured Term Loan — 400,000 one-month adjusted SOFR + 1.00 % (b)

2027 Unsecured Term Loan 200,000 200,000 daily simple adjusted SOFR + 0.95 % (c)

2028 Unsecured Term Loan 500,000 — one-month adjusted SOFR + 0.95 % (b)

2029 Unsecured Term Loan 300,000 300,000 daily simple adjusted SOFR + 1.25 % (c)

2027 Unsecured Term Loan 200,000 200,000 daily simple SOFR + 0.95 % (c)

2028 Unsecured Term Loan 500,000 500,000 one-month SOFR + 0.95 % (b)

2029 Unsecured Term Loan 300,000 300,000 daily simple SOFR + 0.95 % (c)

Total unsecured term loans 1,000,000 1,000,000

11 unchanged sentences

Total unsecured debt, net $ 2,583,603 $ 2,450,993

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

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

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

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

(e) The 2026 Unsecured Term Loan was paid in full on February 28, 2025, with borrowings from the 2028 Unsecured Term Loan.

(a) At March 31, 2026 and December 31, 2025, a balance of $ 326.0 million and $ 193.0 million, respectively, was subject to daily simple SOFR.

The remaining balance of $ 100.0 million Canadian Dollars (“CAD”) borrowings remeasured to $ 71.6 million United States Dollars (“USD”) and $ 73.0 million USD, at March 31, 2026 and December 31, 2025, respectively, and was subject to daily simple CORRA of 2.27 % and 2.30 % at March 31, 2026 and December 31, 2025, respectively.

(b) At March 31, 2026 and December 31, 2025, one-month SOFR was 3.66 % and 3.69 %, 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 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.

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

At March 31, 2026, the weighted average interest rate on all outstanding borrowings was 4.48 % exclusive of interest rate swap agreements, and 4.10 % inclusive of interest rate swap agreements.

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

These covenants require the Company to maintain certain financial ratios.

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

As of March 31, 2026, and for all periods presented, the Company believes it was in compliance with all of its loan covenants.

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

1 unchanged sentence

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

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

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

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

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

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

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 adjusted SOFR plus a margin based on the Company’s credit rating, ranging between 0.800 % and 1.600 % per annum.

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

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

The amended and restated agreement includes 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 unsecured revolving credit facility remained the same.

For each separate debt instrument, on a lender by lender basis, in accordance with ASC 470-50, Debt Modifications and Extinguishment , the Company performed an assessment of whether the transaction was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt.

Debt issuance costs are either deferred and amortized over the term of the associated debt or expensed as incurred.

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

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

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

The Company did not incur debt issuance costs during the three months ended March 31, 2026.

For the three months ended March 31, 2025, the Company incurred $ 12.3 million in debt issuance costs associated with the amended and restated unsecured revolving credit facility and 2028 Unsecured Term Loan, which have been deferred and are being amortized over the term of the associated debt.

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

The following table summarizes debt issuance cost and original issuance discount amortization:

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

For the Three Months Ended March 31,

(in thousands) 2026 2025

4 unchanged sentences

Date Interest

Rate September 30,

Rate March 31,

2026 December 31,

1 unchanged sentence

2028 4.92 % $ 41,013 $ 41,393 (a) (b) (c) (d)

Wilmington Trust National Association Jun.

2025 4.36 % — 18,283 (a) (b) (c) (d)

PNC Bank Oct.

8 unchanged sentences

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

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

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

At March 31, 2026, investment in rental property with a net book value of $ 80.5 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 March 31, 2026 are as follows:

(in thousands)

4 unchanged sentences

Interest Rate Swaps

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

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

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

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

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

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

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

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

(in thousands, except interest rates) March 31, 2026 December 31, 2025

Counterparty Maturity Date Fixed

1 unchanged sentence

Value Notional

Effective Swaps:

Bank of Montreal January 2026 1.92 % daily compounded SOFR $ — $ — $ 25,000 $ 1

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 25,000 112 25,000 471

Bank of Montreal January 2026 2.05 % daily compounded SOFR — — 40,000 2

Bank of Montreal January 2026 2.05 % daily compounded SOFR 40,000 211 40,000 860

Capital One, National Association January 2026 2.08 % daily compounded SOFR — — 35,000 2

4 unchanged sentences

Bank of Montreal December 2026 1.99 % daily compounded SOFR 25,000 330 25,000 373

Toronto-Dominion Bank March 2027 2.46 % daily compounded CORRA 14,365 (b)

29 13,903 (b)

Toronto-Dominion Bank March 2027 2.46 % daily compounded CORRA 14,328 (a)

46 14,607 (a)

Wells Fargo Bank, N.A.

13 unchanged sentences

Bank National Association August 2029 1.35 % daily compounded SOFR 25,000 1,825 25,000 1,793

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

JPMorgan Chase Bank, N.A.

March 2030 3.79 % daily simple SOFR — (e)

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

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

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

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

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

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

185 13,903 (b)

Bank National Association March 2032 2.70 % daily compounded CORRA 14,365 (b)

181 13,903 (b)

Bank of Montreal March 2034 2.81 % daily compounded CORRA 28,730 (c)

521 27,805 (c)

841,825 19,590 1,274,514 44,731

Forward Starting Swaps:

Toronto-Dominion Bank December 2030 3.66 % daily simple SOFR 70,000 ( 351 ) 70,000 ( 835 )

Regions Bank December 2030 3.66 % daily simple SOFR 55,000 ( 286 ) 55,000 ( 666 )

125,000 ( 1,994 ) 125,000 1,489

Regions Bank March 2032 2.69 % daily compounded CORRA 14,328 (a)

422 14,607 (a)

Bank National Association March 2032 2.70 % daily compounded CORRA 14,328 (a)

420 14,607 (a)

Bank of Montreal March 2034 2.81 % daily compounded CORRA 28,656 (b)

1,121 29,214 (b)

Total Swaps $ 816,640 $ 19,338 $ 943,035 $ 16,747

(a) The classification between “effective” and “forward starting” swaps is determined as of the most recent period presented.

(a) The contractual notional amount is $ 20.0 million CAD.

(b) The contractual notional amount is $ 40.0 million CAD.

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

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

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

At March 31, 2026, the weighted average interest rate on all outstanding borrowings was 4.10 %, inclusive of a weighted average fixed rate on effective interest rate swaps of 2.56 %.

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

Amount of Loss

Recognized in

Accumulated Other

Comprehensive

Income Reclassification from

Accumulated Other

Comprehensive Income Total Interest Expense

Presented in the Condensed

Consolidated Statements of

Income and Comprehensive Income

(in thousands) Location Amount of

For the Three Months Ended September 30,

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

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

Amount of Loss

Amount of Gain (Loss)

Recognized in

6 unchanged sentences

Consolidated Statements of

Income and Comprehensive Income

(in thousands) Location Amount of

For the Nine Months Ended September 30,

Income and Comprehensive Income (Loss)

(in thousands) Location Amount of Gain

For the Three Months Ended March 31,

2026 $ 2,591 Interest expense $ 2,160 $ 25,260

2 unchanged sentences

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).

The following table summarizes OP Units exchanged for shares of common stock:

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

For the Three Months Ended March 31,

(in thousands) 2026 2025

2 unchanged sentences

Credit Risk Concentrations

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

The Company maintained bank balances that, at times, exceeded the federally insured limit during the three months ended March 31, 2026.

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

For the three months ended March 31, 2026 and 2025, the Company had no individual tenants or common franchises that accounted for more than 10% of Lease revenues, net, excluding lease termination fees.

At-the-Market Program (“ATM Program”)

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.

During 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.

The following table presents information about the Company’s ATM Programs:

(in thousands)

Program Year Program Size Aggregate Gross Sales Shares Issued

$ 400,000 $ 254,620 11,542

2024 400,000 40,003 2,188

(a) ATM Program has been terminated and no future issuance will occur.

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

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

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

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

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

The Company has entered into an at-the-market common equity offering program (the "ATM Program") through which it may, from time to time, publicly offer and sell shares of common stock.

The Company’s ATM Program also provides 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.

The following table presents information about the Company’s ATM Programs that were in place during 2025 and 2026:

(in thousands) Program Size Total Shares Sold Total Shares Settled Total Shares Unsettled as of March 31, 2026 Total Net Proceeds Anticipated or Received from Shares Sold

2024 $ 400,000 6,527 (a) 2,188 4,340 (b) $ 118,969

(a) After considering the shares of common stock sold subject to forward sale agreements, the Company has $ 281.0 million of capacity remaining under the ATM Program at March 31, 2026.

(b) The Company has the option to settle all outstanding shares of common stock from forward sale agreements at any time before December 2026 for net proceeds of approximately $ 80.6 million.

The following table presents activity under the Company’s ATM Programs:

For the Three Months Ended March 31,

(in thousands, except per share amounts) 2026 2025

Shares of common stock sold 3,718 —

Weighted average gross sales price $ 19.13 $ —

Shares of common stock settled — —

Net proceeds received $ — $ —

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 12-month period ending on March 14, 2026.

On February 13, 2026, the Company’s Board of Directors re-authorized the Repurchase Program for a twelve-month period ending on March 14, 2027.

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 12-month period, depending on prevailing market conditions and compliance with applicable legal and regulatory requirements.

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

During the three months ended March 31, 2026 and 2025, no shares of the Company’s common stock were repurchased under the Repurchase Program.

Stock-Based Compensation

Restricted Stock Awards

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

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

During the three months ended March 31, 2026 and 2025, the Company awarded 258,679 and 265,872 shares of restricted stock awards (“RSAs”), respectively, to officers, employees, and non-employee directors under the Company’s equity incentive plan.

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

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

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

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

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

The weighted average value of awards granted per share during the three months ended March 31, 2026 and 2025, were $ 19.32 and $ 16.85 , 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 Three Months Ended

September 30, For the Nine Months Ended

September 30,

For the Three Months Ended March 31,

(in thousands) 2026 2025

2 unchanged sentences

Fair value of shares vested during the period 4,191 2,887

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

As of March 31, 2026, there was $ 14.1 million of unrecognized compensation costs related to the unvested restricted shares, which is expected to be recognized over a weighted average period of 2.9 years.

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

For the Three Months Ended September 30,

(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

Unvested at beginning of period 1,071 $ 15.69 1,036 $ 15.51

Granted 1 16.24 1 17.41

Vested — — — —

Forfeited ( 1 ) 16.85 ( 57 ) 15.40

Unvested at end of period 1,071 15.69 980 15.51

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

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

9 unchanged sentences

Performance-based Restricted Stock Units

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

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

During the three months ended March 31, 2026 and 2025, the Company issued target grants of 260,729 and 246,967 of performance-based restricted stock units (“PRSUs”), respectively, under the Company’s equity incentive plan to the executive officers of the Company.

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.

2 unchanged sentences

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

For PRSUs issued during the three months ended March 31, 2026 and 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.

Recipients of PRSU awards issued during the three months ended March 31, 2026 are eligible to receive additional PRSUs equal to additional 25 % of their respective target awards if the absolute rTSR reaches 24 %, and an additional 50 % vesting if the rTSR reaches 36 %, with linear interpolation if the rTSR is between 24 % and 36 % .

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.

1 unchanged sentence

The following table presents compensation cost recognized on the Company’s performance-based restricted stock units:

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

For the Three Months Ended March 31,

(in thousands) 2026 2025

Compensation cost $ 1,069 $ 805

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

As of March 31, 2026, there was $ 10.6 million of unrecognized compensation costs related to the unvested PRSUs, which is expected to be recognized over a weighted average period of 2.4 years.

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

For the Three Months Ended September 30,

(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

Unvested at beginning of period 606 $ 20.13 446 $ 20.89

Granted — — — —

Vested — — — —

Forfeited — — ( 14 ) 20.56

Unvested at end of period 606 20.13 432 20.90

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

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

10 unchanged sentences

The following table summarizes the components used in the calculation of basic and diluted earnings per share (“EPS”):

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

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands, except per share amounts) For the Three Months Ended March 31,

Basic earnings:

13 unchanged sentences

effects of restricted stock units (b)

1,171 649 1,066 572

effects of convertible OP Units (c)

8,362 8,787 8,408 8,819

Weighted average number of common shares outstanding used in diluted earnings per common share 199,754 196,898

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

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

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

Basic and diluted earnings per share $ 0.24 $ 0.09

(a) Represents the weighted average effects of 1,112,435 and 1,068,754 unvested restricted shares of common stock as of March 31, 2026 and 2025, 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 8,315,458 and 8,754,702 OP Units outstanding at September 30, 2025 and 2024, respectively.

(c) Represents the weighted average effects of 8,295,768 and 8,401,937 OP Units outstanding at March 31, 2026 and 2025, respectively.

Supplemental Cash Flow Disclosures

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

For the Nine Months Ended

September 30,

For the Three Months Ended March 31,

(in thousands) 2026 2025

5 unchanged sentences

Dividends declared not yet paid 59,884 58,220

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

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

Reclassifications from Property under development to Buildings and Land improvements upon development properties 49,725 —

Retirement of common stock withheld for net settlement under the equity incentive plan 5,183 1,446

(a) See Note 10.

5 unchanged sentences

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

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 October 2025 and October 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.

As of March 31, 2026, the Company has commitments to fund 11 build-to-suit transactions with remaining obligations of $ 175.8 million expected to fund in multiple draws through March 2027, using a combination of available cash on hand and Revolving Credit Facility borrowings.

Additionally, the Company has a $ 7.0 million commitment to complete infrastructure improvements at a property acquired during 2026.

The Company is a party to a tax protection agreement with the contributing members of an UPREIT transaction and a second 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 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.

2 unchanged sentences

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

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

Based on values as of March 31, 2026, taxable sales of the applicable properties would trigger liability under the agreements of approximately $ 16.4 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.

2 unchanged sentences

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 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 March 2034 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.

4 unchanged sentences

The following table summarizes the total lease costs associated with operating and finance leases:

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

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands) Financial Statement Presentation For the Three Months Ended March 31,

Operating lease costs:

8 unchanged sentences

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

For the Nine Months Ended

September 30,

For the Three Months Ended March 31,

(in thousands) 2026 2025

2 unchanged sentences

Total $ 389 $ 428

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

At March 31, 2026, minimum future rental payments due from the Company for operating and finance leases over the next five years and thereafter are as follows:

(in thousands) Operating Leases Financing Leases

9 unchanged sentences

Subsequent Events

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

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

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

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

On April 15, 2026, the Company paid distributions totaling $ 58.5 million.

On April 23, 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 second quarter of 2026, which will be payable on or before July 15, 2026 to stockholders and OP Unit holders of record as of June 30, 2026.

Subsequent to March 31, 2026, the Company borrowed $ 69.0 million, and paid down $ 53.0 million on the unsecured revolving credit facility, the proceeds of which were used to fund investment activity and for general corporate purposes.

Subsequent to March 31, 2026, the Company acquired $ 7.0 million of land to be developed in connection with a $ 30.4 million built-to-suit transaction (see Note 3), and invested $ 31.2 million in thirteen developments.

Subsequent to March 31, 2026, the Company sold three properties with an aggregate carrying value of $ 41.1 million for total proceeds of $ 54.8 million.

The Company incurred additional expenses related to the sales of approximately $ 1.0 million, resulting in a gain on sale of real estate of approximately $ 12.7 million.

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

What changed 10-Q

Item 1. Financial Statements