What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-30 · 245 added, 124 removed, 691 unchanged (35% of the section changed)

41 unchanged sentences

Common stock, $0.00025 par value;

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

500,000 shares authorized, 191,808 and 191,423 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,504,576 3,502,380

9 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive Income (Loss)

Condensed Consolidated Statements of Income and Comprehensive Income

(in thousands, except per share amounts)

For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

Lease revenues, net $ 122,309 $ 112,986 $ 243,710 $ 221,677

12 unchanged sentences

Net income 40,255 19,830 86,647 37,323

Net income attributable to non-controlling interests ( 27 ) ( 750 )

Net (income) loss attributable to non-controlling interests (456) 330 (483) (420)

Net income attributable to Broadstone Net Lease, Inc.

4 unchanged sentences

Net earnings per share attributable to common stockholders

Basic and Diluted $ 0.24 $ 0.09

Comprehensive income (loss)

Basic $ 0.21 $ 0.11 $ 0.45 $ 0.19

Diluted $ 0.21 $ 0.10 $ 0.45 $ 0.19

Comprehensive income

Net income $ 40,255 $ 19,830 $ 86,647 $ 37,323

Other comprehensive income (loss)

Other comprehensive income

Change in fair value of interest rate swaps 3,934 (10,463) 6,525 (30,355)

Realized loss (gain) on interest rate swaps 22 (6) 53 (12)

Comprehensive income (loss) 49,014 ( 2,405 )

Comprehensive income 44,211 9,361 93,225 6,956

Comprehensive (income) loss attributable to non-controlling interests (620) 775 (756) 878

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

Comprehensive income attributable to Broadstone Net Lease, Inc.

$ 43,591 $ 10,136 $ 92,469 $ 7,834

24 unchanged sentences

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

Net income — — 39,799 — 456 40,255

Issuance of 42 shares of common stock under equity incentive plan

Offering costs, discounts and commissions — (251) — — — (251)

Stock-based compensation, net of 5 shares of restricted stock forfeited

— 2,859 — — — 2,859

Distributions declared ($0.2925 per share and OP Unit)

— — (57,589) — (2,472) (60,061)

Change in fair value of interest rate swap agreements — — — 3,771 163 3,934

Realized loss on interest rate swap agreements — — — 21 1 22

Adjustment of non-controlling interests — (497) — 430 67 —

Balance at June 30, 2026 $ 48 $ 3,504,576 $ (648,741) $ 25,120 $ 127,104 $ 3,008,107

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)

Stock Additional

4 unchanged sentences

Interests Total

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

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

Net income — — 16,743 — 750 17,493

2 unchanged sentences

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

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

Stock-based compensation, net of 3 shares of restricted stock forfeited

— 2,147 — — — 2,147

8 unchanged sentences

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

Net income — — 20,160 — (330) 19,830

Issuance of 61 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 4 shares of restricted stock forfeited

— 2,471 — — — 2,471

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

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

3 unchanged sentences

(in thousands)

For the Three Months Ended

For the Six Months Ended

Operating activities

33 unchanged sentences

Net cash provided by financing activities 50,937 71,837

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

Net (decrease) increase in cash and cash equivalents and restricted cash (20,725) 5,983

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

22 unchanged sentences

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

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

At June 30, 2026, the Company owned a diversified portfolio of 766 individual commercial properties with 759 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) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Common Stock OP Units Total Diluted

37 unchanged sentences

As a result, the Company consolidates these VIEs.

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

At June 30, 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) March 31,

(in thousands) June 30,

2026 December 31,

18 unchanged sentences

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 Condensed 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.

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 Company capitalizes development, construction, and improvement costs associated with development and redevelopment of properties.

Such capitalized costs include all direct and indirect costs related to planning, development, and construction, including interest, real estate taxes, insurance, compensation costs of employees directly contributing to the completion of each construction project, and other miscellaneous costs incurred during the construction period.

These costs are recorded as Property under development in the accompanying Condensed Consolidated Balance Sheets until the property is substantially complete and ready for its intended use.

When the Company commits to redeveloping an existing property and ceases its current use, the remaining carrying value of the property is reclassified to Property under development upon commencement of active redevelopment activities.

Once the property is substantially complete, it is placed in service, depreciation commences, and additional capital investments, if any, are capitalized to the basis.

During the three and six months ended June 30, 2026, the Company funded capital expenditures on development properties after they reached substantial completion of $7.1 million and $12.2 million, respectively.

During the three and six months ended June 30, 2025, the Company funded capital expenditures on development properties after they reached substantial completion of $1.2 million and $11.6 million, respectively.

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

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

2 unchanged sentences

Property under development $ 385,067 $ 265,812

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

(in thousands) For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

Investment in properties under development, excluding capitalized costs $ 103,373 $ 83,001 $ 213,325 $ 99,388

5 unchanged sentences

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

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.

The Company’s assessment of impairment during the three and six months ended June 30, 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) For the Three Months Ended March 31,

(in thousands) For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

Number of properties 6 8 6 13

Impairment charge $ 3,546 $ 11,939 $ 3,546 $ 28,068

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.

The Company recognized impairment of $3.5 million during the three and six months ended June 30, 2026, resulting from changes in the Company’s long-term hold strategy with respect to the individual properties.

The impairments for the three and six months ended June 30, 2026 were based on actual sales prices of individual properties.

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

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

Restricted Cash

1 unchanged sentence

Restricted cash consisted of the following:

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

3 unchanged sentences

Rent received in advance consisted of the following:

(in thousands) March 31,

(in thousands) June 30,

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) March 31, 2026

(in thousands) June 30, 2026

Total Level 1 Level 2 Level 3

Interest rate swap, assets $ 23,271 $ — $ 23,271 $ —

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

(in thousands) December 31, 2025

8 unchanged sentences

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

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

2 unchanged sentences

Non-recurring Fair Value Measurements

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.

The Company’s non-recurring fair value measurements at June 30, 2026 and 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

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 March 31,

(in thousands) Financial Statement Presentation June 30,

2026 December 31,

24 unchanged sentences

Asset Acquisitions

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

The Company closed on the following acquisitions during the six months ended June 30, 2026:

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

5 unchanged sentences

March 19, 2026 Industrial 1 61,195

April 29, 2026 Industrial 1 6,990 (b)

June 5, 2026 Industrial 1 18,382 (b)

5 $ 126,223 (c)

2 unchanged sentences

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

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

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

5 unchanged sentences

March 28, 2025 Retail 4 8,045

7 $ 59,499 (e)

April 24, 2025 Industrial 1 8,500 (d)

May 16, 2025 Industrial 1 54,722

June 4, 2025 Industrial 1 3,400 (e)

June 5, 2025 Retail 1 1,100 (d)

June 12, 2025 Industrial 1 13,700 (d)

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

13 $ 161,255 (g)

(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.

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

The Company contributed these assets in exchange for preferred equity in a VIE (see Note 2).

(f) Acquisition of land by a consolidated VIE in connection with a build-to-suit development (see Note 2).

(g) Acquisition price excludes capitalized acquisition costs of $7.1 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 Three Months Ended March 31,

(in thousands) For the Six Months Ended

Land $ 43,311 $ 8,040

2 unchanged sentences

Property under development 68,734 50,326

Acquired in-place leases (f)

Acquired below-market leases (g)

Acquired in-place leases (h)

Acquired below-market leases (i)

Right-of-use asset — 2,262

Lease liability — (2,681)

Prepaid expenses and other assets — 2,834

$ 132,827 $ 168,308

(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.

(h) The weighted average amortization period for acquired in-place leases is 12 years for acquisitions completed during the six months ended June 30, 2026 and 2025.

(i) There were no acquisitions of below-market leases during the six months ended June 30, 2026.

The weighted average amortization period for acquired below-market leases is 14 years for acquisitions completed during the six months ended June 30, 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 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):

All real estate acquisitions closed during the six months ended June 30, 2026 and 2025 qualified as asset acquisitions and as such, acquisition costs were capitalized.

Subsequent to June 30, 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

April 29, 2026 Industrial 1 $ 6,990

July 6, 2026 Industrial 1 $ 49,500 (j)

(j) The Company entered into a joint venture with a development partner and acquired land in connection with a build-to-suit development (see Note 17).

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 March 31,

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

June 30, For the Six Months Ended

2026 2025 2026 2025

Number of properties disposed 9 8 10 11

5 unchanged sentences

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.

At June 30, 2026, the Company had 766 real estate properties, 744 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, 11 properties under development, 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).

5 unchanged sentences

Depreciation expense on investment in rental property was as follows:

For the Three Months Ended March 31,

For the Three Months Ended

June 30, For the Six Months Ended

(in thousands) 2026 2025 2026 2025

Depreciation $ 39,943 $ 31,660 $ 73,306 $ 63,119

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

Estimated lease payments to be received under non-cancelable operating leases with tenants at June 30, 2026 are as follows:

(in thousands)

2 unchanged sentences

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.

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.

2 unchanged sentences

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

(in thousands) March 31,

(in thousands) June 30,

2026 December 31,

4 unchanged sentences

Net investment in direct financing leases $ 25,117 $ 25,497

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

Undiscounted estimated lease payments to be received under non-cancelable direct financing leases with tenants at June 30, 2026 are as follows:

(in thousands)

3 unchanged sentences

Investment in Rental Property – Sales-Type Leases

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 Company’s net investment in a sales-type lease was $14.4 million at June 30, 2026 and December 31, 2025, and was comprised of one lease.

The lease has $16.0 million of undiscounted estimated lease payments to be received throughout the remaining lease term, which expires in 2027.

1 unchanged sentence

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 March 31,

(in thousands) For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

Contractual rental amounts billed for operating leases $ 109,473 $ 101,014 $ 216,992 $ 200,328

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

5,802 5,753 11,650 11,818

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

5 unchanged sentences

Adjustment to revenue recognized for uncollectible rental amounts billed, net

67 (50) 470 (907)

Total lease revenues, net $ 122,309 $ 112,986 $ 243,710 $ 221,677

1 unchanged sentence

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

(in thousands) March 31,

(in thousands) June 30,

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 March 31,

(in thousands) Financial Statement Presentation For the Three Months

Ended June 30, For the Six Months

Ended June 30,

Intangible 2026 2025 2026 2025

1 unchanged sentence

Above-market and below-market leases Lease revenues, net 1,018 1,192 2,034 2,257

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:

For the three and six months ended June 30, 2026, amortization of all intangible assets and liabilities includes $1.0 million of accelerated amortization resulting from an early lease termination.

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

Estimated future amortization of intangible assets and liabilities, and leasing fees at June 30, 2026 is as follows:

(in thousands)

4 unchanged sentences

Outstanding Balance

(in thousands, except interest rates) March 31,

(in thousands, except interest rates) June 30,

2026 December 31,

18 unchanged sentences

Total unsecured debt, net $ 2,634,351 $ 2,450,993

(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.

(a) At June 30, 2026 and December 31, 2025, a balance of $377.0 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 $70.4 million United States Dollars (“USD”) and $73.0 million USD, at June 30, 2026 and December 31, 2025, respectively, and was subject to daily simple CORRA of 2.34% and 2.30% at June 30, 2026 and December 31, 2025, respectively.

At June 30, 2026, we had $542.1 million of available capacity under our unsecured revolving credit facility.

(b) At June 30, 2026 and December 31, 2025, one-month SOFR was 3.65% 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.

1 unchanged sentence

(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 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.

At June 30, 2026, the weighted average interest rate on all outstanding borrowings was 4.49% exclusive of interest rate swap agreements, and 4.12% 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 March 31, 2026, and for all periods presented, the Company believes it was in compliance with all of its loan covenants.

As of June 30, 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.

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.

The Company did not incur debt issuance costs during the three and six months ended June 30, 2026, or during the three months ended June 30, 2025 .

For the six months ended June 30, 2025, the Company incurred $12.3 million in debt issuance costs associated with the amended and restated unsecured 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 March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

Date Interest

Rate March 31,

Rate June 30,

2026 December 31,

2 unchanged sentences

PNC Bank Oct.

2026 3.62 % 15,203 15,324 (b) (c)

2026 3.62% — 15,324 (b) (c) (e)

Total mortgages 40,640 56,717

6 unchanged sentences

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

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:

(e) Mortgage was paid in full in June 2026.

At June 30, 2026, investment in rental property with a net book value of $55.7 million was pledged as collateral against the Company’s mortgages.

Estimated future principal payments to be made under the above mortgages and the Company’s unsecured credit agreements (see Note 7) at June 30, 2026 are as follows:

(in thousands)

5 unchanged sentences

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

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

(in thousands, except interest rates) June 30, 2026 December 31, 2025

Counterparty Maturity Date Fixed

1 unchanged sentence

Value Notional

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

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

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

Truist Financial Corporation January 2026 1.93 % daily compounded SOFR — — 25,000 1

Capital One, National Association April 2026 2.68 % daily compounded SOFR 15,000 3 15,000 43

Capital One, National Association July 2026 1.32% daily compounded SOFR $ 35,000 $ — $ 35,000 $ 410

26 unchanged sentences

891 29,214 (b)

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

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

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

Truist Financial Corporation January 2026 1.93% daily compounded SOFR — — 25,000 1

Capital One, National Association April 2026 2.68% daily compounded SOFR — — 15,000 43

Total Swaps $ 800,376 $ 23,271 $ 943,035 $ 16,747

1 unchanged sentence

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

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 %.

At June 30, 2026, the weighted average interest rate on all outstanding borrowings was 4.12%, inclusive of a weighted average fixed rate on effective interest rate swaps of 2.55%.

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:

8 unchanged sentences

Consolidated Statements of

Income and Comprehensive Income (Loss)

Income and Comprehensive Income

(in thousands) Location Amount of Gain

For the Three Months Ended March 31,

For the Three Months Ended June 30,

2026 $ 3,934 Interest expense $ 2,067 $ 25,785

2025 (10,463) Interest expense 4,737 21,112

Amount of Gain (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 Gain

For the Six Months Ended June 30,

2026 $ 6,525 Interest expense $ 4,227 $ 51,045

2025 (30,355) Interest expense 9,470 41,186

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 $9.0 million.

3 unchanged sentences

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

For the Three Months Ended March 31,

For the Three Months Ended

June 30, For the Six Months Ended

(in thousands) 2026 2025 2026 2025

2 unchanged sentences

Credit Risk Concentrations

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

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

For the six months ended June 30, 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

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.

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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

(in thousands) Program Size Total Shares Sold Total Shares Settled Total Shares Unsettled as of June 30, 2026 Total Net Proceeds Anticipated or Received from Shares Sold

2024 $ 400,000 8,717 (a) 2,188 6,529 (b) $ 162,731

(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.

(a) After considering the shares of common stock sold subject to forward sale agreements, the Company has $237.3 million of capacity remaining under the ATM Program at June 30, 2026.

(b) The Company has the option to settle all outstanding shares of common stock from forward sale agreements at any time before contracted settlement dates that are commonly structured as approximately twelve-months from each respective sale date for net proceeds of approximately $124.3 million.

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

For the Three Months Ended March 31,

For the Three Months Ended

June 30, For the Six Months Ended

(in thousands, except per share amounts) 2026 2025 2026 2025

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

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

During the six months ended June 30, 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 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.

During the three and six months ended June 30, 2026, the Company awarded 41,770 and 300,449 shares of restricted stock awards (“RSAs”), respectively, to officers, employees, and non-employee directors under the Company’s equity incentive plan.

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

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

The 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 weighted average value of awards granted per share during the three and six months ended June 30, 2026, were $19.65 and $19.37, respectively, which were based on the market price per share of the Company’s common stock on the grant dates.

The weighted average value of awards granted per share during the three and six months ended June 30, 2025, were $16.20 and $16.75, respectively.

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

For the Three Months Ended March 31,

For the Three Months Ended

June 30, For the Six Months Ended

(in thousands) 2026 2025 2026 2025

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Fair value of shares vested during the period 984 892 5,175 3,779

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.

As of June 30, 2026, there was $13.2 million of unrecognized compensation costs related to the unvested restricted shares, which is expected to be recognized over a weighted average period of 2.6 years.

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

For the Three Months Ended March 31,

For the Three Months Ended June 30,

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

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Unvested at end of period 1,099 16.44 1,071 15.69

For the Six Months Ended June 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 1,070 $ 15.69 989 $ 15.51

Granted 300 19.37 316 16.75

Vested (266) 16.70 (227) 16.36

Forfeited (5) 16.48 (7) 16.54

Unvested at end of period 1,099 16.44 1,071 15.69

Performance-based Restricted Stock Units

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.

During the six months ended June 30, 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.

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%.

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

For PRSUs issued during the 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 % .

For PRSUs issued during the six months ended June 30, 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 June 30, 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.

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

For the Three Months Ended March 31,

For the Three Months Ended

June 30, For the Six Months Ended

(in thousands) 2026 2025 2026 2025

Compensation cost $ 1,234 $ 1,011 $ 2,303 $ 1,816

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.

As of June 30, 2026, there was $9.4 million of unrecognized compensation costs related to the unvested PRSUs, which is expected to be recognized over a weighted average period of 2.2 years.

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

For the Three Months Ended March 31,

For the Three Months Ended June 30,

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

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Unvested at end of period 704 20.13 606 20.13

For the Six Months Ended June 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 $ 20.13 433 $ 20.90

Granted 261 25.09 247 21.12

Vested (163) 23.78 (74) 27.93

Forfeited — — — —

Unvested at end of period 704 20.13 606 20.13

Earnings per Share

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 March 31,

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

June 30, For the Six Months Ended

2026 2025 2026 2025

Basic earnings:

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effects of restricted stock units (b)

1,273 695 1,145 591

effects of convertible OP Units (c)

8,296 8,402 8,296 8,431

Weighted average number of common shares outstanding used in diluted earnings per common share 200,261 197,138 200,006 196,975

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.

Basic earnings per share $ 0.21 $ 0.11 $ 0.45 $ 0.19

Diluted earnings per share $ 0.21 $ 0.10 $ 0.45 $ 0.19

(a) Represents the weighted average effects of 1,099,424 and 1,071,049 unvested restricted shares of common stock as of June 30, 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 8,295,768 and 8,401,937 OP Units outstanding at March 31, 2026 and 2025, respectively.

(c) Represents the weighted average effects of 8,295,768 and 8,401,937 OP Units outstanding at June 30, 2026 and 2025, respectively.

Supplemental Cash Flow Disclosures

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

For the Three Months Ended March 31,

For the Six Months Ended

(in thousands) 2026 2025

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Dividends declared not yet paid 61,113 58,451

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

Reclassifications from Property under development to Buildings and Land improvements 99,017 2,612

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

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

As of 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.

Rent is contractually scheduled to commence when the properties reach substantial completion and are made available for use by the tenant, which is expected to occur at various dates between July 2026 and March 2027.

As of June 30, 2026, the Company has commitments to fund 12 build-to-suit transactions with remaining obligations of $163.8 million expected to fund in multiple draws through November 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.

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

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 values as of June 30, 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.

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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 27.3 years.

The weighted average years remaining on our operating and finance lease liabilities is 27.4.

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

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

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

June 30, For the Six Months Ended

2026 2025 2026 2025

Operating lease costs:

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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 Three Months Ended March 31,

For the Six Months Ended

(in thousands) 2026 2025

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Total $ 802 $ 810

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:

At June 30, 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

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Subsequent Events

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.

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

On July 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 third quarter of 2026, which will be payable on or before October 15, 2026 to stockholders and OP Unit holders of record as of September 30, 2026.

Subsequent to June 30, 2026, the Company borrowed $157.0 million, and paid down $17.5 million on the unsecured revolving credit facility, the proceeds of which were used to fund investment activity and for general corporate purposes.

On July 28, 2026, the Company amended and restated the unsecured revolving credit facility to provide a new $300.0 million senior unsecured delayed draw term loan maturing on January 30, 2030.

The new term loan can be drawn over a twelve-month period and provides two extension options for twelve months, each, at the election of the Company, subject to certain conditions, including payment of an extension fee equal to 0.125% of the then outstanding principal balance.

The amendment reduces the applicable margin on all term loans outstanding under the unsecured revolving facility, including the $500.0 million unsecured term loan maturing March 2028.

Based on the Company's current investment grade credit ratings, the applicable SOFR-based margin on the term loans was reduced to 0.900% from 0.950%.

Additionally, the amendment reduces the applicable SOFR-based margin on revolving borrowings to 0.800% from

The Company expects to use proceeds from the new delayed draw term loan for investment activity and general corporate purposes.

All remaining terms of the revolving credit facility remained the same.

On July 28, 2026, the Company amended and restated the credit agreement for the unsecured term loans maturing August 2027 and February 2029, to reduce the applicable SOFR-based margin to 0.900% from 0.950%, which is based on the Company's current investment grade credit ratings.

All remaining terms of the credit agreement remained the same.

Subsequent to June 30, 2026, the Company entered into a joint venture with a development partner and acquired $49.5 million of land to be developed in connection with a $303.0 million build-to-suit transaction (see Note 3), and invested $97.8 million in ten developments.

Subsequent to June 30, 2026, the Company sold, on a forward basis, 1,629,970 shares of common stock at a weighted average price per share of $21.45 for estimated net proceeds of approximately $33.9 million under the ATM Program, none of which have been settled.

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