Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Except where the context suggests otherwise, as used in this Quarterly Report on Form 10-Q, the terms “BNL,” “we,” “us,”“our,” and “our Company” refer to Broadstone Net Lease, Inc., a Maryland corporation incorporated on October 18, 2007, and, as required by context, Broadstone Net Lease, LLC, a New York limited liability company, which we refer to as the or our “OP,” and to their respective subsidiaries.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to the Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views regarding our business, financial performance, growth prospects and strategies, market opportunities, and market trends, that are intended to be made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. All of the forward-looking statements included in this Quarterly Report on Form 10-Q are subject to various risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance, and achievements could differ materially from those expressed in or by the forward-looking statements and may be affected by a variety of risks and other factors. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from such forward-looking statements.
Important factors that could cause results to differ materially from the forward-looking statements are described in Item 1. “Business,” Item 1A. “Risk Factors,” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission ("SEC") on February 19, 2026. The “Risk Factors” of our 2025 Annual Report should not be construed as exhaustive and should be read in conjunction with other cautionary statements included elsewhere in this Quarterly Report on Form 10-Q.
You are cautioned not to place undue reliance on any forward-looking statements included in this Quarterly Report on Form 10-Q. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results, performance, and achievements will differ materially from the expectations expressed in or referenced by this Quarterly Report on Form 10-Q will increase with the passage of time. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.
Regulation FD Disclosures
We use any of the following to comply with our disclosure obligations under Regulation FD: SEC filings, press releases, public conference calls, or our website. We routinely post important information on our website at www.broadstone.com, including information that may be deemed material. We encourage our shareholders and others interested in our company to monitor these distribution channels for material disclosures. Our website address is included in this Quarterly Report as a textual reference only and the information on the website is not incorporated by reference in this Quarterly Report.
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Explanatory Note and Certain Defined Terms
Unless the context otherwise requires, the following terms and phrases are used throughout this MD&A as described below:
• “annualized base rent” or “ABR” means the annualized contractual cash rent due for the last month of the reporting period, excluding the impacts of short-term rent deferrals, abatements, or free rent, and adjusted to remove rent from properties sold during the month and to include a full month of contractual cash rent for investments made during the month;
• “investments” or amounts “invested” include real estate investments in new property acquisitions, revenue generating capital expenditures, whereby we agree to fund certain expenditures in exchange for increased rents that often include rent escalations and terms consistent with that of the underlying lease, build-to-suit and redevelopment projects, and transitional capital, which represent shorter term investments and currently includes preferred equity investments, and exclude capitalized costs;
• “cash capitalization rate” represents either (1) for acquisitions and new build-to-suit developments, our pro-rata share of the estimated first year cash yield to be generated on a real estate investment, which was estimated at the time of investment based on the contractually specified cash base rent for the first full year after the date of the investment, divided by the purchase price for the property excluding capitalized acquisition costs, or (2) for dispositions, the property’s ABR in effect immediately prior to the disposition, divided by the disposition price, or (3) for transitional capital, the contractual cash yield to be generated on total invested capital;
• “CPI” means the Consumer Price Index for All Urban Consumers (CPI-U): U.S. City Average, All Items, as published by the U.S. Bureau of Labor Statistics, or other similar index which is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services;
• “occupancy” or a specified percentage of our portfolio that is “occupied” or “leased” means as of a specified date the quotient of (1) the total rentable square footage of our properties minus the square footage of our properties that are vacant and from which we are not receiving any rental payment, and (2) the total square footage of our properties;
• “Revolving Credit Facility” means our $1.0 billion unsecured revolving credit facility, dated February 28, 2025, with J.P. Morgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto; and
• “straight-line yield” represents our pro-rata share of the estimated first year yield to be generated on a real estate investment, which was computed at the time of investment based on the straight-line annual rental income computed in accordance with GAAP, divided by the purchase price.
Overview
We are an industrial-focused, diversified net lease real estate investment trust (“REIT”) that invests in primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. As of June 30, 2026, our portfolio includes 766 properties, with 759 properties located in 44 U.S. states and seven properties located in four Canadian provinces.
We expect to achieve growth in revenues and earnings through our three core building blocks, which are (1) embedded same store net operating income growth through best-in-class portfolio rent escalations, stable rent collections, minimal credit losses, strong lease rollover outcomes, accretive recycling, and revenue generating capital expenditures with existing tenants, (2) development activity, including build-to-suit projects and redevelopment of existing assets, and (3) a diversified acquisition pipeline.
We focus on investing in real estate that is operated by creditworthy single tenants in industries characterized by positive business drivers and trends. We target properties that are an integral part of the tenants’ businesses and are therefore opportunities to secure long-term net leases through which our tenants are able to retain operational control of their strategically important locations, while allocating their debt and equity capital to fund core business operations rather than real estate ownership.
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- Diversified Investment Strategy . We invest in real estate through property acquisitions, revenue generating capital expenditures, development projects, and transitional capital. Our investments in these alternatives fluctuate from time to time depending on macroeconomic conditions and business or market trends. Our strong relationships with brokers, developers, and tenants provides access to off-market and marketed investment opportunities. Off-market transactions are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. Marketed transactions are often characterized by extensive buyer competition. For all investments, we seek to maintain our portfolio’s diversification by property type, geography, tenant, and industry in an effort to reduce fluctuations in income caused by under-performing individual real estate assets or adverse economic conditions affecting an entire industry or geographic region.
- Diversified Portfolio . As of June 30, 2026, our portfolio was comprised of approximately 41.7 million rentable square feet of operational space, was highly diversified based on property type, geography, tenant, and industry, and was cross-diversified within each (e.g., property-type diversification within a geographic concentration):
• Property Type: We are primarily diversified across industrial and retail property types. Within these sectors, we have meaningful concentrations in distribution and warehouse, manufacturing, food processing, general merchandise, quick service restaurants, and casual dining.
• Geographic Diversification: Our properties are located in 44 U.S. states and four Canadian provinces, with no single geographic concentration exceeding 10.0% of our ABR.
• Tenant and Industry Diversification: Our properties are occupied by 206 different commercial tenants who operate 195 distinct brands that are diversified across 56 varying industries, with no single tenant accounting for more than 3.8% of our ABR.
- Strong In-Place Leases with Significant Remaining Lease Term . As of June 30, 2026, our portfolio was approximately 100.0% leased, based on square footage, with an ABR weighted average remaining lease term of approximately 9.3 years, excluding renewal options.
- Standard Contractual Base Rent Escalation . Approximately 96.8% of our leases have contractual rent escalations, with an ABR weighted average increase of 2.1%.
- Extensive Tenant Financial Reporting . Approximately 96.0% of our tenants, based on ABR, provide financial reporting, of which 82.0% are required to provide us with specified financial information on a periodic basis, and an additional 14.0% of our tenants report financial statements publicly, either through SEC filings or otherwise.
Current Macroeconomic Conditions and Strategic Priorities
Since 2022 and continuing into 2026, challenging macroeconomic and volatile geopolitical conditions have affected the broader commercial real estate market, including the net lease sector. During this period, interest rates remained elevated, contributing to a materially higher cost of capital for commercial real estate participants. The sustained high-rate environment during this period exceeded movements in commercial real estate capitalization rates, resulting in compression of returns on new investments. Market expectations regarding potential future monetary policy relief contributed to net lease property sellers maintaining elevated pricing expectations, which continued to limit transaction activity. These conditions have constrained, and may continue to constrain, the ability of commercial real estate owners, including us, to complete investments at volumes and accretion levels consistent with periods preceding this environment, which has contributed to lower earnings growth compared to those historical periods. Notwithstanding these conditions, we believe that our portfolio performance, ability to opportunistically access public equity and debt markets, and liquidity position provide a foundation to pursue future investment opportunities. We expect that revenues and earnings will continue to be supported by our three primary growth drivers: embedded same store net operating income growth, development activity, and a diversified acquisition pipeline.
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Diversified Investment Activity
During the three and six months ended June 30, 2026, our investment activity consisted of the following:
For the Three Months Ended For the Six Months Ended
June 30, 2026 March 31, 2026 June 30, 2026
Acquisitions:
Acquisition price $ — $ 61,195 (b)
$ 61,195
Initial cash capitalization rate — 9.0 % (b)
9.0 %
Straight-line yield — 9.4 % (b)
9.4 %
Weighted average lease term (years) — 4.0 (b)
4.0
Weighted average annual rent increase — 0.8 % (b)
0.8 %
Development projects:
Total Investments $ 77,624 $ 99,447 $ 177,071
Build-to-suits $ 77,325 $ 99,447 $ 176,772
Redevelopments $ 299 $ — $ 299
Revenue generating capital expenditures:
Investments $ 404 $ 893 $ 1,297
Initial cash capitalization rate 11.3 % 8.3 % 9.2 %
Weighted average lease term (years) 13.6 12.9 13.2
Weighted average annual rent increase 2.2% 2.8% 2.5%
Transitional capital:
Investments $ 13,462 $ 10,351 $ 23,813
Total investments $ 91,490 $ 171,886 $ 263,376
Total initial cash capitalization rate (a)
11.3 % 9.0 % 9.0 %
Total weighted average lease term (years) (a)
13.6 4.1 4.1
Total weighted average annual rent increase (a)
2.2 % 0.8 % 0.8 %
(a) Transitional capital, which represents a contractual yield on invested capital, and development projects, which do not generate revenue until stabilization, are excluded from the calculations of total cash capitalization, weighted average lease terms, and weighted average rent increases.
(b) In connection with this acquisition, the Company expects to fund approximately $7.0 million to re‑parcel up to 80% of the property into two distinct parcels and complete related infrastructure improvements. The sale leaseback investment includes two separate leases, one for each future parcel, consisting of (i) a 12‑year long‑term lease with initial cash rents of $1.5 million and annual rent escalations of 3.0%, and (ii) a one‑year lease with cash rents of $4.0 million. The Company is currently evaluating future options related to the property associated with the short‑term lease, with the objective of maximizing long‑term shareholder value, including potential accretive alternatives, such as redevelopment.
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Development Projects
The following tables summarize the Company’s in-process build-to-suit (“BTS”) and redevelopment projects as of June 30, 2026:
Build-to-suit developments
Property Projected Rentable Square Feet Start Date (a)
Target Stabilization Date/Stabilized Date (b)
Lease Term (Years) Annual Rent Escalations Estimated Total Project Investment (c)
Cumulative Investment Estimated Remaining Investment Estimated Cash Capitalization Rate
(d)
Estimated Straight-line Yield
In-process retail BTS:
Sprouts (Bedford, TX) 22 Jul. 2025 Oct. 2026 15.0 0.9 % $ 9,533 $ 4,994 $ 4,539 7.2 % 7.7 %
Hobby Lobby (Granbury, TX) 55 Oct. 2025 Sep. 2026 15.0 0.7 % 8,129 2,710 5,419 7.1 % 7.4 %
Academy Sports (Granbury, TX) 55 Oct. 2025 Nov. 2026 15.0 0.6 % 12,393 5,311 7,082 7.1 % 7.4 %
Academy Sports (Waco, TX) 68 Dec. 2025 Sep. 2026 15.0 0.6 % 14,488 9,061 5,427 7.2 % 7.5 %
Academy Sports (Magnolia, TX) 55 Feb. 2026 Nov. 2026 15.0 0.5 % 12,975 4,622 8,353 7.3 % 7.5 %
Tesla, Inc. (Las Vegas, NV) 60 Jun. 2026 Nov. 2027 15.0 3.0 % 39,794 19,191 20,603 6.7 % 8.3 %
In-process industrial BTS:
Southwire (Bremen, GA) 1,178 Dec. 2024 Nov. 2026 10.0 2.8 % 115,411 83,514 31,897 7.8 % 8.8 %
AGCO (Visalia, CA) 115 Jun. 2025 Aug. 2026 12.0 3.5 % 19,879 16,909 2,970 7.0 % 8.5 %
Palmer Logistics (Midlothian, TX) (e)
270 Jul. 2025 Aug. 2026 12.3 3.5 % 32,063 27,404 4,659 7.6 % 9.2 %
Amazon.com Services, LLC (Sarasota, FL) 230 Feb. 2026 May. 2027 15.0 2.3 % 46,790 19,594 27,196 7.5 % 8.8 %
Tesla, Inc. (Austin, TX) 130 Apr. 2026 Oct. 2027 12.0 3.0 % 30,983 7,902 23,081 6.7 % 7.9 %
2,238 12.6 2.5 % 342,438 201,212 141,226 7.4 % 8.5 %
Stabilized industrial BTS:
Sierra Nevada (Dayton, OH) 122 Oct. 2024 Nov. 2025 15.0 3.0 % 53,625 53,625 — 7.5 % 9.3 %
Sierra Nevada (Dayton, OH) 122 Oct. 2024 Mar. 2026 15.0 3.0 % 52,203 52,203 — 7.6 % 9.4 %
Fiat Chrysler Automobile (Forsyth, GA) 422 Apr. 2025 May. 2026 15.0 3.0 % 73,738 51,148 22,590 6.6 % 8.2 %
Stabilized retail BTS:
7Brew (Jacksonville, FL) 1 Jun. 2025 Nov. 2025 15.0 1.9 % 2,005 2,005 — 8.0 % 8.8 %
Total / weighted average 2,905 13.4 2.7 % $ 524,009 $ 360,193 $ 163,816 7.3 % 8.6 %
Redevelopment projects
Property Projected Rentable Square Feet Start Date (a)
Target Stabilization Date (b)
% Leased (f)
Lease Term (Years) (f)
Annual Rent Escalations (f)
Estimated Total Project Investment (c)
Cumulative Investment QTD Q2 2026 Investment Estimated Remaining Investment Original Property ABR (g)
Estimated Stabilized ABR (h)
In-process industrial redevelopment:
1501 Mittel (Chicago, IL MSA) 156 Apr. 2026 May. 2027 — — — $ 17,906 $ 3,105 $ 299 $ 14,801 $ 1,409 $ 2,733
(a) The period in which we have acquired access to the land and begun physical construction on a property. For redevelopments, this date also represents the date of the expiring leases from our Original Property ABR.
(b) Represents our current estimate of the period in which we will have substantially completed a project and we expect to begin collecting rents. We expect to update our timing estimates on a quarterly basis.
(c) Represents the estimated costs to be incurred to complete development of each project, inclusive of any economic incentive amounts expected to be received. We expect to update our estimates upon completion of the project, or sooner if there are any significant changes to expected costs from quarter to quarter. Excludes capitalized costs consisting of capitalized interest and other acquisition costs. Redevelopment projects include remaining GAAP basis of the property from the initial purchase, which includes impacts of depreciation, accelerated depreciation, or impairments.
(d) C alculated by dividing the estimated first year cash yield to be generated on a real estate investment by the Estimated Total Project Investment for the property.
(e) Development represents our common and preferred equity investments in a consolidated joint venture, and excludes amounts attributed to non-controlling interest holders.
(f) Redevelopment projects without executed leases are excluded from these metrics; we expect to include once a tenant is secured and a lease is in place.
(g) Represents total ABR at the time of our expiring leases for our redevelopment projects.
(h) Represents estimated ABR expected at the completion of our redevelopment projects based on current expected market rates or executed leases.
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Our Real Estate Investment Portfolio
The following charts summarize our portfolio diversification by property type, tenant, brand, industry, and geographic location as of June 30, 2026. These portfolio statistics exclude transitional capital investments. The percentages below are calculated based on our ABR of $439.8 million as of June 30, 2026.
Diversification by Property Type
33
Property Type # of Properties ABR
(’000s) ABR as a %
of Total
Portfolio Square Feet (’000s) SF as a %
of Total
Portfolio
Industrial
Distribution & Warehouse 52 $ 89,334 20.3 % 12,047 28.9 %
Manufacturing 80 83,589 19.0 % 12,807 30.7 %
Food Processing 36 54,877 12.5 % 6,050 14.5 %
Flex and R&D 9 24,709 5.6 % 1,711 4.1 %
Industrial Services 21 13,171 3.0 % 529 1.3 %
Cold Storage 4 12,441 2.8 % 874 2.1 %
In-Process Developments 6 — — — —
Industrial Total 208 278,121 63.2 % 34,018 81.6 %
Retail
General Merchandise 156 34,892 7.9 % 2,645 6.3 %
Quick Service Restaurants 154 27,930 6.4 % 516 1.2 %
Casual Dining 95 27,046 6.1 % 637 1.5 %
Animal Services 27 11,767 2.7 % 421 1.0 %
Automotive 57 10,662 2.5 % 733 1.8 %
Home Furnishings 13 7,191 1.6 % 797 1.9 %
Healthcare Services 18 6,149 1.4 % 220 0.6 %
Education 4 3,003 0.7 % 119 0.3 %
In-Process Developments 5 — — — —
Untenanted 1 — — 10 —
Retail Total 530 128,640 29.3 % 6,098 14.6 %
Other
Office 13 22,936 5.2 % 1,238 3.0 %
Clinical & Surgical 15 10,070 2.3 % 327 0.8 %
Other Total 28 33,006 7.5 % 1,565 3.8 %
Total 766 $ 439,767 100.0 % 41,681 100.0 %
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Diversification by Tenant
Tenant Property Type # of
Properties ABR
(’000s) ABR as a
% of Total
Portfolio Square
Feet
(’000s) SF as a
% of Total
Portfolio
Roskam Baking Company, LLC* Food Processing 7 $ 16,560 3.8 % 2,250 5.4 %
United Natural Foods, Inc. Distribution & Warehouse 1 14,746 3.4 % 1,016 2.4 %
Sierra Nevada Company, LLC Manufacturing 3 9,029 2.1 % 280 0.7 %
Joseph T. Ryerson & Son, Inc. Distribution & Warehouse 11 8,146 1.9 % 1,599 3.8 %
AHF, LLC* Distribution & Warehouse/Manufacturing 7 8,092 1.8 % 1,982 4.8 %
Dollar General Corporation General Merchandise 74 7,835 1.8 % 717 1.7 %
Jack's Family Restaurants LP* Quick Service Restaurants 43 7,757 1.8 % 147 0.4 %
Tractor Supply Company General Merchandise 23 6,566 1.4 % 462 1.1 %
J. Alexander's, LLC* Casual Dining 16 6,395 1.4 % 131 0.3 %
Salm Partners, LLC* Food Processing 2 6,386 1.4 % 426 1.0 %
Total Top 10 Tenants 187 91,512 20.8 % 9,010 21.6 %
FCA US, LLC Distribution & Warehouse 2 6,381 1.4 % 538 1.3 %
Nestle' USA, Inc. Cold Storage/Food Processing 2 6,374 1.4 % 503 1.2 %
Hensley & Company* Distribution & Warehouse 3 6,354 1.4 % 577 1.4 %
BluePearl Holdings, LLC** Animal Services 13 6,065 1.4 % 159 0.4 %
Axcelis Technologies, Inc. Flex and R&D 1 6,018 1.4 % 418 1.0 %
Owens & Minor Distribution, Inc. Distribution & Warehouse 2 5,960 1.4 % 523 1.2 %
Red Lobster Hospitality, LLC & Red Lobster Restaurants, LLC* Casual Dining 18 5,674 1.3 % 147 0.4 %
Outback Steakhouse of Florida, LLC* (a)
Casual Dining 22 5,635 1.3 % 140 0.3 %
Academy LTD General Merchandise 9 5,600 1.3 % 535 1.3 %
Krispy Kreme Doughnut Corporation Quick Service Restaurants/Food Processing 27 5,538 1.3 % 156 0.4 %
Total Top 20 Tenants 286 $ 151,111 34.4 % 12,706 30.5 %
(a) Tenant’s properties include 20 Outback Steakhouse restaurants and two Carrabba’s Italian Grill restaurants.
* Subject to a master lease.
** Includes properties leased by multiple tenants, some, not all, of which are subject to master leases.
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Diversification by Industry
Tenant Industry # of Properties ABR
(’000s) ABR as a %
of Total
Portfolio Square Feet (’000s) SF as a %
of Total
Portfolio
Packaged Foods & Meats 39 $ 57,802 13.1 % 6,338 15.2 %
Restaurants 252 55,819 12.7 % 1,196 2.9 %
Food Distributors 7 28,689 6.5 % 2,534 6.1 %
Specialty Stores 43 22,351 5.1 % 1,932 4.6 %
Distributors 29 22,175 5.0 % 3,357 8.1 %
Healthcare Facilities 42 21,837 5.0 % 748 1.8 %
Auto Parts & Equipment 39 19,156 4.4 % 2,953 7.1 %
Aerospace & Defense 6 13,704 3.1 % 642 1.5 %
Home Furnishing Retail 17 12,184 2.8 % 1,692 4.1 %
General Merchandise Stores 110 11,678 2.7 % 1,035 2.5 %
Metal & Glass Containers 8 11,054 2.5 % 2,206 5.3 %
Healthcare Services 17 11,021 2.5 % 568 1.4 %
Specialized Consumer Services 38 10,737 2.4 % 684 1.6 %
Life Sciences Tools & Services 6 9,907 2.3 % 600 1.4 %
Industrial Machinery 18 9,457 2.2 % 1,823 4.4 %
Other (41 industries)
94 122,196 27.7 % 13,363 32.0 %
Untenanted properties 1 — — 10 —
Total 766 $ 439,767 100.0 % 41,681 100.0 %
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Diversification by Geographic Location
State /
Province # of
Properties ABR
(’000s) ABR as
a % of
Total
Portfolio Square
Feet
(’000s) SF as a
% of
Total
Portfolio State /
Province # of
Properties ABR
(’000s) ABR as
a % of
Total
Portfolio Square
Feet
(’000s) SF as a
% of
Total
Portfolio
TX 71 $ 44,057 10.0 % 4,089 0 9.8 % MS 12 $ 4,217 1.0 % 607 1.5 %
MI 51 36,730 8.4 % 4,010 9.6 % LA 5 3,857 0.9 % 211 0.5 %
FL 27 25,274 5.7 % 1,543 3.7 % SC 13 3,450 0.8 % 304 0.7 %
OH 49 25,123 5.7 % 1,833 4.4 % NE 6 3,448 0.8 % 492 1.2 %
CA 16 22,929 5.2 % 2,215 5.3 % NJ 2 3,404 0.8 % 266 0.6 %
WI 25 22,337 5.1 % 2,223 5.3 % IA 4 2,976 0.7 % 622 1.5 %
IL 29 22,217 5.1 % 2,291 5.5 % NM 9 2,830 0.6 % 107 0.3 %
MN 21 20,540 4.7 % 3,051 7.3 % UT 3 2,810 0.6 % 280 0.6 %
GA 35 17,071 3.9 % 1,997 4.8 % WA 13 2,714 0.6 % 69 0.2 %
PA 32 16,056 3.7 % 2,172 5.2 % CO 4 2,633 0.6 % 126 0.3 %
IN 27 14,838 3.4 % 1,687 4.0 % MD 3 2,215 0.5 % 205 0.5 %
TN 47 13,522 3.1 % 783 1.9 % CT 2 2,000 0.5 % 55 0.1 %
AL 53 13,191 3.0 % 950 2.3 % MT 7 1,749 0.4 % 43 0.1 %
MA 4 11,942 2.7 % 759 1.8 % DE 4 1,175 0.3 % 133 0.3 %
KY 22 9,237 2.0 % 923 2.2 % ND 2 1,073 0.2 % 24 0.1 %
WV 18 9,182 2.0 % 1,233 3.0 % VT 2 445 0.1 % 24 0.1 %
MO 19 9,178 2.0 % 1,260 3.0 % WY 1 338 0.1 % 21 0.1 %
AZ 7 9,080 2.0 % 747 1.8 % NV 2 282 0.1 % 6 —
NC 25 8,980 2.0 % 830 2.0 % OR 1 136 — 9 —
OK 24 8,673 2.0 % 1,001 2.4 % Total U.S. 759 $ 431,798 98.2 % 41,251 99.0 %
AR 10 7,778 1.8 % 340 0.8 % BC 2 $ 4,615 1.0 % 253 0.6 %
NY 28 7,410 1.7 % 562 1.4 % ON 3 2,047 0.5 % 101 0.2 %
VA 15 5,118 1.2 % 178 0.5 % AB 1 963 0.2 % 51 0.1 %
KS 7 4,936 1.1 % 630 1.5 % MB 1 344 0.1 % 25 0.1 %
SD 2 4,647 1.1 % 340 0.8 % Total Canada 7 $ 7,969 1.8 % 430 1.0 %
Grand Total 766 $ 439,767 100.0 % 41,681 100.0 %
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Our Leases
The following chart sets forth our lease expirations based upon the terms of the leases in place as of June 30, 2026.
The following table presents certain information based on lease expirations by year:
Expiration Year # of Properties # of Leases ABR
(’000s)
ABR as a % of Total Portfolio Square Feet (’000s)
SF as a % of Total Portfolio
2026 8 8 $ 8,375 1.9 % 976 2.4 %
2027 25 25 29,622 6.7 % 2,429 5.8 %
2028 25 26 19,114 4.3 % 1,596 3.8 %
2029 60 36 18,976 4.3 % 2,602 6.2 %
2030 87 53 43,352 9.9 % 3,786 9.1 %
2031 43 38 9,923 2.3 % 894 2.1 %
2032 65 50 34,066 7.7 % 3,491 8.4 %
2033 51 25 20,245 4.6 % 1,504 3.6 %
2034 39 28 17,360 3.9 % 1,426 3.4 %
2035 22 17 16,981 3.9 % 2,219 5.3 %
2036 96 25 38,324 8.7 % 3,857 9.3 %
2037 23 13 30,100 6.8 % 2,786 6.7 %
2038 39 39 14,834 3.4 % 1,337 3.2 %
2039 21 17 23,037 5.2 % 1,743 4.2 %
2040 32 13 17,534 4.0 % 923 2.2 %
2041 42 11 26,981 6.1 % 1,996 4.8 %
2042 58 13 45,543 10.4 % 4,803 11.6 %
2043 3 2 8,160 1.9 % 517 1.2 %
2044 3 3 1,660 0.4 % 103 0.2 %
2045 4 3 7,350 1.7 % 698 1.7 %
Thereafter 8 2 8,230 1.9 % 1,985 4.8 %
Total leased properties 754 447 439,767 100.0 % 41,671 100.0 %
In-process developments 11 11 — — — —
Untenanted properties 1 — — — 10 —
Total properties 766 458 $ 439,767 100.0 % 41,681 100.0 %
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Substantially all of our leases provide for periodic contractual rent escalations. As of June 30, 2026, leases contributing 96.8% of our ABR provided for increases in future ABR, generally ranging from 1.5% to 3.0% annually, with an ABR weighted average annual increase equal to 2.1% of base rent. Generally, our rent escalators increase rent on specified dates by a fixed percentage. Our escalations provide us with a source of organic revenue growth and a measure of inflation protection. Additional information on lease escalation frequency and weighted average annual escalation rates as of June 30, 2026 is displayed below:
Lease Escalation Frequency % of ABR Weighted Average Annual Increase (a)
Annually 80.2 % 2.3 %
Every 2 years 0.1 % 1.8 %
Every 3 years 2.1 % 3.3 %
Every 4 years 0.9 % 2.4 %
Every 5 years 8.0 % 1.5 %
Every 6 years 0.1 % 1.7 %
Other escalation frequencies 5.4 % 1.4 %
Flat (b)
3.2 % —
Total/ABR Weighted Average 100.0 % 2.1 %
(a) Represents the ABR weighted average annual increase of the entire portfolio as if all escalations occurred annually. For leases where rent escalates by the greater of a stated fixed percentage or the change in CPI, we have assumed an escalation equal to the stated fixed percentage in the lease. As of June 30, 2026, leases contributing 4.4% of our ABR provide for rent increases equal to the lesser of a stated fixed percentage or the change in CPI. As any future increase in CPI is unknowable at this time, we have not included an increase in the rent pursuant to these leases in the weighted average annual increase presented.
(b) Generally associated with investment grade retail tenants.
The escalation provisions of our leases (by percentage of ABR) as of June 30, 2026, are displayed in the following chart:
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Transitional Capital
We may, from time to time, invest in transitional capital opportunities, including preferred equity interests and real estate lending opportunities. Such investments are intended to be shorter in duration, offering an alternative source of financing.
The following table presents our transitional capital investments at June 30, 2026:
Property (a)
Investment (’000s) Stabilized Cash Capitalization Rate (b)
Annualized Initial Cash NOI Yield Remaining Initial Term (Years)
Sunset Hills Retail Center - St. Louis, MO (c) (d)
$ 57,418 8.0 % 7.6 % 1.0
Project Triboro Industrial Park - Olyphant, PA (e)
119,368 7.8 % — 2.3
(a) Each of the Company’s transitional capital investments at June 30, 2026 are in the form of preferred equity.
(b) Represents stated yield with unpaid amounts accruing with preferential payment.
(c) Agreement includes an additional $7.8 million commitment of preferred capital at the Company’s sole discretion. The remaining commitment at June 30, 2026 is $2.6 million. Agreement contains two one-year extension options subject to a 0.50% extension fee. Repayment at end of term subject to a $3.5 million repayment fee.
(d) Underlying property metrics at June 30, 2026: 28 retail spaces, 0.3 million rentable square feet, 6.9 years of weighted average remaining lease term, 98.3% occupancy rate (based on square feet and including leases that have been executed but rent has not yet commenced), and 99.2% rent collection (on a quarterly basis).
(e) This investment represents preferred equity in four consolidated joint ventures that have acquired land designated for industrial build-to-suit development. Agreements contain two one-year extension options subject to a 0.25% fee for the first option, and a 0.50% fee for the second option, and the right to transfer or sell our preferred equity at any time.
Results of Operations
The following discussion includes the results of our operations for the periods presented.
Three Months Ended June 30, 2026 Compared to Three Months Ended March 31, 2026
Lease revenues, net
(in thousands) For the Three Months Ended
June 30,
2026 March 31,
2026 Increase/(Decrease)
$ %
Contractual rental amounts billed for operating leases $ 109,473 $ 107,519 $ 1,954 1.8 %
Adjustment to recognize contractual operating lease billings on a straight-line basis
5,802 5,848 (46) (0.8)%
Variable rental amounts earned 816 757 59 7.8 %
Earned income from direct financing leases 662 667 (5) (0.7)%
Interest income from sales-type leases 473 474 (1) (0.2)%
Operating expenses billed to tenants 5,012 5,700 (688) (12.1)%
Other income from real estate transactions 4 32 (28) (87.5)%
Adjustment to revenue recognized for uncollectible rental amounts billed, net
67 404 (337) (83.4)%
Total lease revenues, net $ 122,309 $ 121,401 $ 908 0.7 %
The increase in Lease revenues, net, during the three months ended June 30, 2026, was primarily attributable to receiving a full quarter of rents related to $61.2 million of real property acquisitions at a weighted average cash capitalization rate of 9.0% and the stabilization of two build-to-suit projects, including a $78.2 million build-to-suit development at a cash capitalization rate of 6.6%, and a $52.2 million build-to-suit development at a cash capitalization rate of 7.6% during the three months ended June 30, 2026. These increases in rent were partially offset by dispositions during prior periods and during the three months ended June 30, 2026.
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Operating expenses
For the Three Months Ended
June 30,
2026 March 31,
2026 Increase/(Decrease)
(in thousands) $ %
Operating expenses
Depreciation and amortization $ 49,102 $ 41,526 $ 7,576 18.2 %
Property and operating expense 5,817 6,180 (363) (5.9)%
General and administrative 11,897 10,349 1,548 15.0 %
Provision for impairment of investment in rental properties 3,546 — 3,546 100.0 %
Total operating expenses $ 70,362 $ 58,055 $ 12,307 21.2 %
Depreciation and amortization
The increase in depreciation and amortization for the three months ended June 30, 2026 was primarily attributable to $6.2 million of accelerated depreciation recognized in connection with the demolition of a property being redeveloped, and growth in our real estate portfolio, including a full quarter of depreciation related to a build-to-suit project that stabilized, and a property acquired, during the first quarter of 2026, as well as two additional build-to-suit projects that stabilized during the three months ended June 30, 2026.
General and administrative
The increase in general and administrative expenses for the three months ended June 30, 2026 was primarily due to $1.6 million of transaction costs, including a deposit on land, related to a build-to-suit opportunity we decided not to pursue.
Provision for impairment of investment in rental properties
The following table presents the impairment charges for the respective periods:
For the Three Months Ended
(in thousands, except number of properties) June 30,
2026 March 31,
2026
Number of properties 6 —
Carrying value prior to impairment charge $ 13,046 $ —
Fair value 9,500 —
Impairment charge $ 3,546 $ —
During the three months ended June 30, 2026, we recognized $3.5 million of impairment resulting primarily from changes in our long-term hold strategy with respect to the individual properties. Such impairments were based on actual sales prices of the individual properties. The timing and amount of impairment fluctuates from period to period depending on the specific facts and circumstances.
Other income (expenses)
(in thousands) For the Three Months Ended Increase/(Decrease)
June 30,
2026 March 31,
2026
$ %
Other income (expenses)
Interest income $ 135 $ 49 $ 86 > 100.0 %
Interest expense (25,785) (25,260) 525 2.1 %
Gain on sale of real estate 12,990 7,122 5,868 82.4 %
Income taxes (346) (311) 35 11.3 %
Other income (expenses) 1,314 1,446 (132) (9.1)%
Gain on sale of real estate
Our recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market. During the three months ended June 30, 2026, we recognized a gain of $13.0 million on the sale of three properties, compared to a gain of $7.1 million on the sale of one property during the three months ended March 31, 2026.
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Net income and Net earnings per diluted share
For the Three Months Ended Increase/(Decrease)
June 30,
2026 March 31,
2026
(in thousands, except per share data) $ %
Net income $ 40,255 $ 46,392 $ (6,137) (13.2)%
Net earnings per diluted share 0.21 0.24 (0.03) (12.5)%
The decrease in net income is primarily attributable to a $7.6 million increase in depreciation and amortization expense, a $3.5 million increase in provision for impairment of investment in rental properties, and a $1.5 million increase in general and administrative expenses. This was partially offset by a $5.9 million increase in gain on sale of real estate.
GAAP net income includes items such as gain or loss on sale of real estate and provisions for impairment, unrealized foreign exchange gain or loss, among others, which can vary from quarter to quarter and impact period-over-period comparisons.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Lease revenues, net
For the Six Months Ended Increase/(Decrease)
June 30,
(in thousands) 2026 2025 $ %
Contractual rental amounts billed for operating leases $ 216,992 $ 200,328 $ 16,664 8.3 %
Adjustment to recognize contractual operating lease billings on a straight-line basis
11,650 11,818 (168) (1.4)%
Net write-offs of accrued rental income — (2,228) 2,228 100.0 %
Variable rental amounts earned 1,574 1,398 176 12.6 %
Earned income from direct financing leases 1,329 1,361 (32) (2.4)%
Interest income from sales-type leases 947 29 918 > 100.0 %
Operating expenses billed to tenants 10,712 9,739 973 10.0 %
Other income from real estate transactions 36 139 (103) (74.1)%
Adjustment to revenue recognized for uncollectible rental amounts billed, net
470 (907) 1,377 > 100.0 %
Total lease revenues, net $ 243,710 $ 221,677 $ 22,033 9.9 %
The increase in lease revenues, net was primarily attributable to growth in our real estate portfolio. Subsequent to the second quarter of 2025, we had a total of $384.2 million of acquisitions and revenue generating capital expenditures at a cash capitalization rate of 7.4%, and $184.4 million of build-to-suit developments reached stabilization at a weighted average cash capitalization rate of 7.1%. This stabilized investment activity was partially offset by disposition activity of $149.8 million at a weighted average cash capitalization rate of 6.5% on tenanted properties over the same period. Additionally, there were no write-offs of accrued rental income during the six months ended June 30, 2026. Write-offs of accrued rental income are discrete charges in a quarter related to collection probabilities and fluctuate quarter to quarter. Further, the increase in lease revenues, net was partially due to an increase in operating expenses billed to tenants, corresponding to the increase in reimbursable property and operating expenses over the same period. Lastly, the increase in lease revenues, net was partially due to net recoveries of bad debt during the six months ended June 30, 2026 compared to bad debt expense during the six months ended June 30, 2025.
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Operating expenses
For the Six Months Ended Increase/(Decrease)
June 30,
(in thousands) 2026 2025 $ %
Operating expenses
Depreciation and amortization $ 90,628 $ 82,072 $ 8,556 10.4 %
Property and operating expense 11,997 10,491 1,506 14.4 %
General and administrative 22,246 19,242 3,004 15.6 %
Provision for impairment of investment in rental properties 3,546 28,068 (24,522) (87.4)%
Total operating expenses $ 128,417 $ 139,873 $ (11,456) (8.2)%
Depreciation and amortization
The increase in depreciation and amortization for the six months ended June 30, 2026 was primarily attributable to $6.2 million of accelerated depreciation recognized in connection with the demolition of a property being redeveloped, and due to timing and amount of net investment activity in our real estate portfolio as discussed above.
Property and operating expense
The increase in property and operating expense for the six months ended June 30, 2026 was primarily related to an increase in reimbursable expenses that are billed to tenants.
General and administrative
The increase in general and administrative expenses for the six months ended June 30, 2026 was primarily due to $1.6 million of transaction costs, including a deposit on land related to a build-to-suit opportunity we decided not to pursue, and an increase in stock-based compensation expense.
Provision for impairment of investment in rental properties
The following table presents the impairment charges for the respective periods:
For the Six Months Ended
June 30,
(in thousands, except number of properties) 2026 2025
Number of properties 6 13
Carrying value prior to impairment charge $ 13,046 $ 71,226
Fair value 9,500 43,158
Impairment charge $ 3,546 $ 28,068
During the six months ended June 30, 2026, we recognized $3.5 million of impairment resulting primarily from changes in our long-term hold strategy with respect to the individual properties. Such impairments were based on actual sales prices of the individual properties. The timing and amount of impairment fluctuates from period to period depending on the specific facts and circumstances.
Other income (expenses)
For the Six Months Ended
June 30, Increase/(Decrease)
(in thousands) 2026 2025 $ %
Other income (expenses)
Interest income $ 186 $ 221 $ (35) (15.8)%
Interest expense (51,045) (41,186) 9,859 23.9 %
Gain on sale of real estate 20,111 971 19,140 > 100.0 %
Income taxes (658) (555) 103 18.6 %
Other income (expenses) 2,760 (3,932) 6,692 > 100.0 %
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Interest expense
The increase in interest expense for the six months ended June 30, 2026 is primarily due to the completion of our $350.0 million 5.00% senior unsecured notes during the third quarter of 2025, the proceeds of which were used to fund acquisitions and paydown the Revolving Credit Facility during 2025. Additionally, the increase in interest expense during the six months ended June 30, 2026 is due to increased borrowings on our variable-rate USD Revolving Credit Facility to fund investment activity.
Gain on sale of real estate
Our recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market. During the six months ended June 30, 2026, we recognized a gain of $20.1 million on the sale of nine properties, compared to a gain of $1.0 million on the sale of 11 properties during the six months ended June 30, 2025.
Other income (expenses)
The increase in other income during the six months ended June 30, 2026 was primarily due to a $2.7 million foreign exchange gain recognized on the quarterly remeasurement of our $100.0 million Canadian Dollars (“CAD”) Revolving Credit Facility borrowings, compared to a $3.7 million foreign exchange loss recognized during the six months ended June 30, 2025.
Net income and Net earnings per diluted share
For the Six Months Ended Increase/(Decrease)
June 30,
(in thousands, except per share data) 2026 2025 $ %
Net income $ 86,647 $ 37,323 $ 49,324 > 100.0 %
Net earnings per diluted share 0.45 0.19 0.26 > 100.0 %
The increase in net income is primarily due to a decrease in impairment charges of $24.5 million, an increase in net lease revenues of $22.0 million, an increase in the gain on sale of real estate of $19.1 million, and an increase in other income of $6.7 million. These are partially offset by an increase in interest expense of $9.9 million, an increase in depreciation and amortization of $8.6 million, an increase in general and administrative expenses of $3.0 million, and an increase in property and operating expenses of $1.5 million.
GAAP net income includes items such as gain or loss on sale of real estate and provisions for impairment, unrealized foreign exchange gain or loss, among others, which can vary from quarter to quarter and impact period-over-period comparisons.
Liquidity and Capital Resources
General
We acquire real estate using a combination of debt and equity capital, cash from operations that is not otherwise distributed to our stockholders, and proceeds from dispositions of real estate properties. Our focus is on maximizing the risk-adjusted return to our stockholders through an appropriate balance of debt and equity in our capital structure. We are committed to maintaining an investment grade balance sheet through active management of our leverage profile and overall liquidity position. We believe our leverage strategy has allowed us to take advantage of the lower cost of debt while simultaneously strengthening our balance sheet, as evidenced by our current investment grade credit ratings of ‘BBB’ from S&P and ‘Baa2’ from Moody’s. We seek to maintain on a sustained basis Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio that is generally less than 6.0x. As of June 30, 2026, we had total debt outstanding of $2.7 billion, Net Debt of $2.7 billion, Pro Forma Net Debt of $2.6 billion, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 5.9x.
Net Debt, Pro Forma Net Debt, and Annualized Adjusted EBITDAre are non-GAAP financial measures, Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre are calculated based upon EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre each of which is also a non-GAAP financial measure. Refer to Non-GAAP Measures below for further details concerning our calculation of non-GAAP measures and reconciliations to the comparable GAAP measure.
Liquidity/REIT Requirements
Liquidity is a measure of our ability to meet potential cash requirements, including our ongoing commitments to repay debt, fund our operations, acquire and develop properties, make distributions to our stockholders, and fund other general business needs. As a REIT, we are required to distribute to our stockholders at least 90% of our REIT taxable income
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determined without regard to the dividends paid deduction and excluding net capital gains, on an annual basis. As a result, it is unlikely that we will be able to retain substantial cash balances to meet our long-term liquidity needs, including repayment of debt and investment in additional properties, from our annual taxable income. Instead, we expect to meet our long-term liquidity needs primarily by relying upon external sources of capital and proceeds from selective property dispositions.
Short-term Liquidity Requirements
Our short-term liquidity requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses and interest payments on our outstanding debt, to pay distributions, to fund our acquisitions that are under control or expected to close within a short time period, and to pay for commitments to fund build-to-suit developments, revenue generating capital expenditures, and transitional capital investments. Under leases where we are required to bear the cost of structural repairs and replacements, we do not currently anticipate making significant capital expenditures or incurring other significant property-level costs, including as a result of inflationary pressures in the current economic environment, because of the strong occupancy levels across our portfolio and the net lease nature of our leases. We expect to meet our short-term liquidity requirements primarily from cash and cash equivalents balances and net cash provided by operating activities, supplemented by borrowings under our Revolving Credit Facility, capital raised through equity programs, and capital recycled through selective property dispositions. We use cash on hand and borrowings under our Revolving Credit Facility to initially fund investments, which are subsequently repaid or replaced with proceeds from our equity and debt capital markets activities as well as proceeds from selective property dispositions.
As detailed in the contractual obligations table below, we have approximately $235.2 million of expected obligations due throughout the remainder of 2026, consisting of $116.7 million of commitments to fund investments, $55.9 million of projected interest expense, $61.1 million of dividends declared, $0.8 million of mortgage payments, and $0.8 million of lessee obligations. We expect our cash provided by operating activities, as discussed below, will be sufficient to pay for our current obligations, including interest and mortgage amortization. We expect to pay for commitments to fund investments and our dividends declared using our Revolving Credit Facility. At June 30, 2026, we had $542.1 million of available capacity under our Revolving Credit Facility.
Long-term Liquidity Requirements
Our long-term liquidity requirements consist primarily of funds necessary to repay debt and invest in additional revenue generating properties and build-to-suit developments. We expect to source debt capital from unsecured term loans from commercial banks, revolving credit facilities, private placement senior unsecured notes, and public bond offerings.
The source and mix of our debt capital in the future will be impacted by market conditions as well as our continued focus on lengthening our debt maturity profile to better align with our portfolio’s long-term leases, staggering debt maturities to reduce the risk that a significant amount of debt will mature in any single year in the future, and managing our exposure to interest rate risk. We have no material debt maturities until 2027, as detailed in the table below.
We expect to meet our long-term liquidity requirements primarily from borrowings under our Revolving Credit Facility, future debt and equity financings, and proceeds from selective property dispositions. Our ability to access these capital sources may be impacted by unfavorable market conditions, particularly in the debt and equity capital markets, that are outside of our control. In addition, our success will depend on our operating performance, our borrowing restrictions, our degree of leverage, and other factors. Our acquisition growth strategy significantly depends on our ability to obtain acquisition financing on favorable terms. We seek to reduce the risk that long-term debt capital may be unavailable to us by strengthening our balance sheet by investing in real estate with creditworthy tenants and lease guarantors, and by maintaining an appropriate mix of debt and equity capitalization. We also, from time to time, obtain or assume non-recourse mortgage financing from banks and insurance companies secured by mortgages on the corresponding specific property subject to limitations imposed by our Revolving Credit Facility covenants and our investment grade credit rating.
Equity Capital Resources
Our equity capital is primarily provided through our at-the-market common equity offering program (“ATM Program”), as well as follow-on equity offerings. Under the terms of our ATM Program we may, from time to time, publicly offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million. The ATM Program provides for forward sale agreements, which enable us to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds. After considering the shares sold subject to forward sale agreements, we had $237.3 million of capacity remaining under the ATM Program as of June 30, 2026.
Our public offerings have been used to repay debt, to fund investments, and for other general corporate purposes.
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Unsecured Indebtedness as of June 30, 2026
The following table sets forth our outstanding Revolving Credit Facility, unsecured term loans and senior unsecured notes at June 30, 2026:
(in thousands, except interest rates) Outstanding
Balance Interest
Rate Maturity
Date
Revolving Credit Facility $ 447,376 applicable reference rate + 0.85% (a)
Mar. 2029 (d)
Unsecured term loans:
2027 Unsecured Term Loan 200,000 daily simple SOFR + 0.95% (c)
Aug. 2027
2028 Unsecured Term Loan 500,000 one-month SOFR + 0.95% (b)
Mar. 2028 (e)
2029 Unsecured Term Loan 300,000 daily simple SOFR + 0.95% (c)
Feb. 2029 (f)
Total unsecured term loans 1,000,000
Unamortized debt issuance costs, net (4,577)
Total unsecured term loans, net 995,423
Senior unsecured notes:
2027 Senior Unsecured Notes - Series A 150,000 4.84% Apr. 2027
2028 Senior Unsecured Notes - Series B 225,000 5.09% Jul. 2028
2030 Senior Unsecured Notes - Series C 100,000 5.19% Jul. 2030
2031 Senior Unsecured Public Notes 375,000 2.60% Sep. 2031
2032 Senior Unsecured Public Notes
350,000 5.00% Nov. 2032
Total senior unsecured notes 1,200,000
Unamortized debt issuance costs and original issuance discounts, net (8,448)
Total senior unsecured notes, net 1,191,552
Total unsecured debt $ 2,634,351
(a) At June 30, 2026, a balance of $377.0 million was subject to daily simple SOFR. At June 30, 2026, the balance includes $100.0 million CAD borrowings remeasured to $70.4 million USD, and was subject to the daily simple Canadian Overnight Repo Rate Average ("CORRA") of 2.34%.
(b) At June 30, 2026, one-month SOFR was 3.65%.
(c) At June 30, 2026, overnight SOFR was 3.68%.
(d) Our 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.
Debt Covenants
We are subject to various covenants and financial reporting requirements pursuant to our debt facilities, which are summarized below. As of June 30, 2026, we believe we were in compliance with all of our covenants on all outstanding borrowings. In the event of default, either through default on payments or breach of covenants, we may be restricted from paying dividends to our stockholders in excess of dividends required to maintain our REIT qualification. For each of the previous three years, we paid dividends out of our cash flows from operations in excess of the distribution amounts required to maintain our REIT qualification.
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Contractual Obligations
The following table provides information with respect to our contractual commitments and obligations as of June 30, 2026 (in thousands). Refer to the discussion in the Liquidity and Capital Resources section above for further discussion over our short and long-term obligations.
Year of
Maturity Revolving Credit
Facility (a)
Mortgages Term Loans Senior Notes Interest
Expense (d)
Dividends (e)
Commitments to Fund Investments (f)
Lessee Obligations (g)
Total
2026 $ — $ 764 $ — $ — $ 55,907 $ 61,113 $ 116,674 $ 762 $ 235,220
2027 — 1,603 200,000 150,000 102,966 — 47,141 1,469 503,179
2028 — 38,273 500,000 (b)
225,000 72,006 — — 1,352 836,631
2029 447,376 — 300,000 (c)
— 42,852 — — 1,412 791,640
2030 — — — 100,000 30,114 — — 1,447 131,561
Thereafter — — — 725,000 39,604 — — 32,693 797,297
Total $ 447,376 $ 40,640 $ 1,000,000 $ 1,200,000 $ 343,449 $ 61,113 $ 163,815 $ 39,135 $ 3,295,528
(a) Our 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.
(b) Our 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.
(c) Our 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.
(d) Interest expense is projected based on the outstanding borrowings and interest rates in effect as of June 30, 2026. This amount includes the impact of interest rate swap agreements.
(e) Amounts include dividends declared as of June 30, 2026 of $0.2925 per common share and OP Unit. Future undeclared dividends have been excluded.
(f) Amounts include acquisitions under control, defined as acquisitions under contract or executed letter of intent, commitments to fund revenue generating capital expenditures, and both current in-process developments and under control development opportunities.
(g) Represents our contractual lease obligations as a lessee, primarily including our corporate headquarters and ground leases at our rental properties or properties under development. Our tenants are responsible for paying the rent under these ground leases at our stabilized assets. In the event our tenant fails to pay the ground lease rent, we are primarily responsible.
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.
In the normal course of business, we enter into various types of commitments to purchase real estate properties. These commitments are generally subject to our customary due diligence process and, accordingly, a number of specific conditions must be met before we are obligated to purchase the properties.
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Derivative Instruments and Hedging Activities
We are exposed to interest rate risk arising from changes in interest rates on the floating-rate borrowings under our unsecured credit facilities. Borrowings pursuant to our unsecured credit facilities bear interest at floating rates based on SOFR or CORRA plus an applicable margin. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense, which will in turn, increase or decrease our net income and cash flow.
We attempt to manage the interest rate risk on variable rate borrowings by entering into interest rate swaps. As of June 30, 2026, we had 22 effective interest rate swaps with an aggregate notional amount of $800.4 million. Under the effective swap agreements, we receive monthly payments from the counterparties equal to the related variable interest rates multiplied by the outstanding notional amounts. In turn, we pay the counterparties each month an amount equal to a fixed interest rate multiplied by the related outstanding notional amounts. The intended net impact of these transactions is that we pay a fixed interest rate on our variable-rate borrowings. The interest rate swaps have been designated by us as cash flow hedges for accounting purposes and are reported at fair value. We assess, both at inception and on an ongoing basis, the effectiveness of our qualifying cash flow hedges. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes.
In addition, we own investments in Canada, and as a result are subject to risk from the effects of exchange rate movements in the Canadian dollar, which may affect future costs and cash flows. We funded a significant portion of our Canadian investments through Canadian dollar borrowings under our Revolving Credit Facility, which is intended to act as a natural hedge against our Canadian dollar investments. The Canadian dollar Revolving Credit Facility borrowings are remeasured each reporting period, with the unrealized foreign currency gains and losses flowing through earnings. These unrealized foreign currency gains and losses do not impact our cash flows from operations until settled, and are expected to directly offset the changes in the value of our net investments as a result of changes in the Canadian dollar. Our Canadian investments are recorded at their historical exchange rates, and therefore are not impacted by changes in the value of the Canadian dollar.
Cash Flows
Cash and cash equivalents and restricted cash totaled $12.9 million and $22.0 million at June 30, 2026 and June 30, 2025, respectively. The table below shows information concerning cash flows for the six months ended June 30, 2026 and 2025:
For the Six Months Ended
June 30,
(In thousands) 2026 2025
Net cash provided by operating activities $ 134,261 $ 150,739
Net cash used in investing activities (205,923) (216,593)
Net cash provided by financing activities 50,937 71,837
Net (decrease) increase in cash and cash equivalents and restricted cash $ (20,725) $ 5,983
The decrease in net cash provided by operating activities was primarily due to an increase in cash paid for interest, this decrease was partially offset by an increase in contractual rents related to rent escalations and growth in our real estate portfolio during the six months ended June 30, 2026.
The decrease in net cash used in investing activities was primarily due to higher proceeds from dispositions of real estate, partially offset by increased investment in real estate during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
The decrease in net cash provided by financing activities during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, mainly reflects the absence of proceeds from the issuance of long-term unsecured term loans, a portion of which was used to repay outstanding debt during the prior-year period, partially offset by higher net borrowings under our unsecured revolving credit facility during the six months ended June 30, 2026.
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Non-GAAP Measures
FFO, Core FFO, and AFFO
We compute Funds From Operations (“FFO”) in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), the worldwide representative voice for REITs and publicly traded real estate companies with an interest in the U.S. real estate and capital markets. Nareit defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of certain depreciated real estate assets, depreciation and amortization expense from real estate assets, and impairment charges related to certain previously depreciated real estate assets. FFO is used by management, investors, and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains (losses) on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We include a proportionate share of adjustments related to our joint venture noncontrolling interests.
We compute Core Funds From Operations (“Core FFO”) by adjusting FFO, as defined by Nareit, to exclude certain GAAP income and expense amounts that we believe are infrequently recurring, unusual in nature, or not related to its core real estate operations, including write-offs or recoveries of accrued rental income, lease termination fees and other non-core income from real estate transactions, non-capitalized demolition and other redevelopment costs, cost of debt extinguishment, unrealized and realized gains or losses on foreign currency transactions, severance and employee transition costs, and other extraordinary items. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis.
We compute Adjusted Funds From Operations (“AFFO”), by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, amortization of lease intangibles, adjustment to provision for credit losses, amortization of debt issuance costs, amortization of net mortgage premiums, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, loss on interest rate swaps and other non-cash interest expense, deferred taxes, stock-based compensation, and other specified non-cash items. We believe that excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors. We use AFFO as a measure of our performance when we formulate corporate goals and as a factor in determining management compensation. We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses.
Specific to our adjustment for straight-line rents, our leases include cash rents that increase over the term of the lease to compensate us for anticipated increases in market rental rates over time. Our leases do not include significant front-loading or back-loading of payments, or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates.
FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO, Core FFO, and AFFO with the same or similar measures disclosed by other REITs may not be meaningful.
Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments to FFO that we use to calculate Core FFO and AFFO. In the future, the SEC, Nareit or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of Core FFO and AFFO accordingly.
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The following table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO, and AFFO:
For the Three Months Ended For the Six Months Ended
(in thousands, except per share data) June 30,
2026 March 31,
2026 June 30,
2026 June 30,
2025
Net income $ 40,255 $ 46,392 $ 86,647 $ 37,323
Real property depreciation and amortization 49,021 41,443 90,463 81,902
Gain on sale of real estate (12,990) (7,122) (20,111) (971)
Provision for impairment on investment in rental properties 3,546 — 3,546 28,068
FFO adjustments allocable to joint venture noncontrolling interests — (16) (16) —
FFO $ 79,832 $ 80,697 $ 160,529 $ 146,322
Net write-offs of accrued rental income — — — 2,231
Other non-core income from real estate transactions (25) — (25) (109)
Non-capitalized demolition and other costs 24 — 24 —
Cost of debt extinguishment — — — 166
Severance and employee transition costs 11 — 11 54
Other (income) expenses (a)
(1,314) (1,446) (2,760) 3,766
Core FFO $ 78,528 $ 79,251 $ 157,779 $ 152,430
Straight-line rent adjustment (5,567) (5,630) (11,197) (11,492)
Adjustment to provision for credit losses (14) — (14) (13)
Amortization of debt issuance costs 1,641 1,627 3,268 2,565
Non-capitalized transaction costs 1,632 6 1,638 258
Realized gain or loss on interest rate swaps and other non-cash interest expense 36 45 81 9
Amortization of lease intangibles (1,017) (1,015) (2,032) (2,255)
Stock-based compensation 2,972 2,566 5,538 4,618
AFFO $ 78,211 $ 76,850 $ 155,061 $ 146,120
(a) Amount includes $1.3 million and $1.4 million of unrealized foreign exchange gain for the three months ended June 30, 2026 and March 31, 2026, respectively, and $2.7 million and $(3.8) million of unrealized foreign exchange gain (loss) for the six months ended June 30, 2026 and June 30, 2025, respectively, primarily associated with our Canadian dollar denominated revolving borrowings.
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EBITDA, EBITDAre, Adjusted EBITDAre, Pro Forma Adjusted EBITDAre, Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre
We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry. We believe that this ratio provides investors and analysts with a measure of our performance that includes our operating results unaffected by the differences in capital structures, capital investment cycles and useful life of related assets compared to other companies in our industry. We compute EBITDAre in accordance with the definition adopted by Nareit, as EBITDA excluding gains (losses) from the sales of depreciable property and provisions for impairment on investment in real estate. We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs. EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.
We are focused on a disciplined and targeted investment strategy, together with active asset management that includes selective sales of properties. We manage our leverage profile using a ratio of Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, each discussed further below, which we believe is a useful measure of our ability to repay debt and a relative measure of leverage, and is used in communications with our lenders and rating agencies regarding our credit rating. As we fund new investments using our unsecured Revolving Credit Facility, our leverage profile and Net Debt will be immediately impacted by current quarter investments. However, the full benefit of EBITDAre from new investments will not be received in the same quarter in which the properties are acquired. Additionally, EBITDAre for the quarter includes amounts generated by properties that have been sold during the quarter. Accordingly, the variability in EBITDAre caused by the timing of our investments and dispositions can temporarily distort our leverage ratios. We adjust EBITDAre (“Adjusted EBITDAre”) for the most recently completed quarter (i) to recalculate as if all investments and dispositions had occurred at the beginning of the quarter, (ii) to exclude certain GAAP income and expense amounts that are either non-cash, such as cost of debt extinguishments, realized or unrealized gains and losses on foreign currency transactions, or gains on insurance recoveries, or that we believe are one time, or unusual in nature because they relate to unique circumstances or transactions that had not previously occurred and which we do not anticipate occurring in the future, and (iii) to eliminate the impact of lease termination fees and other items that are not a result of normal operations. While investments in build-to-suit developments have an immediate impact to Net Debt, we do not make an adjustment to EBITDAre until the quarter in which the lease commences. We define our Pro Forma Adjusted EBITDAre as Adjusted EBITDAre adjusted to show the impact of estimated contractual revenues based on in-process development spend to-date. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented. We then annualize quarterly Adjusted EBITDAre and Pro Forma Adjusted EBITDAre by multiplying them by four (“Annualized Adjusted EBITDAre” and “Annualized Pro Forma Adjusted EBITDAre”). You should not unduly rely on this measure as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly different from our Annualized Adjusted EBITDAre. Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measurements of performance under GAAP, and our Adjusted EBITDAre and Annualized Adjusted EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.
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The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre. Information is also presented with respect to Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre:
For the Three Months Ended
(in thousands) June 30,
2026 March 31,
2026 June 30,
2025
Net income $ 40,255 $ 46,392 $ 19,830
Depreciation and amortization 49,102 41,526 42,575
Interest expense 25,785 25,260 21,112
Income taxes 346 311 199
EBITDA $ 115,488 $ 113,489 $ 83,716
Provision for impairment of investment in rental properties 3,546 — 11,939
Gain on sale of real estate (12,990) (7,122) (566)
EBITDAre $ 106,044 $ 106,367 $ 95,089
Adjustment for current quarter investment activity (a)
540 2,548 573
Adjustment for current quarter disposition activity (b)
(327) (80) (490)
Adjustment to exclude non-recurring and other expenses (c)
36 — (332)
Adjustment to exclude net write-offs of accrued rental income — — 3
Adjustment to exclude realized / unrealized foreign exchange (gain) loss (1,288) (1,446) 3,445
Adjustment to exclude cost of debt extinguishment — — —
Adjustment to exclude other income from real estate transactions (25) (33) (46)
Adjusted EBITDAre $ 104,980 $ 107,356 $ 98,242
Estimated revenues from developments (d)
3,766 3,237 1,629
Pro Forma Adjusted EBITDAre $ 108,746 $ 110,593 $ 99,871
Annualized EBITDAre $ 424,176 $ 425,467 $ 380,356
Annualized Adjusted EBITDAre $ 419,920 $ 429,425 $ 392,968
Pro Forma Annualized Adjusted EBITDAre $ 434,984 $ 442,371 $ 399,484
(a) Reflects an adjustment to give effect to all investments during the quarter as if they had been made as of the beginning of the quarter.
(b) Reflects an adjustment to give effect to all dispositions during the quarter as if they had been sold as of the beginning of the quarter.
(c) Amount includes non-capitalized demolition costs recognized in connection with demolition of a property being redeveloped for the three months ended June 30, 2026. Amount includes less than $0.4 million of accelerated lease intangible amortization for the three months ended June 30, 2025.
(d) Represents estimated contractual revenues based on in-process development spend to-date.
Net Debt, Pro Forma Net Debt, Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre
We define Net Debt as gross debt (total reported debt plus debt issuance costs and original issuance discount) less cash and cash equivalents and restricted cash. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from unsettled forward sale agreements as if they have been settled for cash as of the period presented. We believe that the presentation of Net Debt to Annualized EBITDAre and Net Debt to Annualized Adjusted EBITDAre is useful to investors and analysts because these ratios provide information about gross debt less cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using EBITDAre, and is used in communications with lenders and rating agencies regarding our credit rating. The following table reconciles total debt (which is the most comparable
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GAAP measure) to Net Debt, Pro Forma Net Debt, and presents the ratios of Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, respectively:
(in thousands) June 30,
2026 March 31,
2026 June 30,
2025
Debt
Unsecured revolving credit facility $ 447,376 $ 397,640 $ 197,880
Unsecured term loans, net 995,423 994,820 994,028
Senior unsecured notes, net 1,191,552 1,191,143 846,441
Mortgages, net 40,640 56,197 75,685
Debt issuance costs 13,025 14,056 9,578
Gross Debt 2,688,016 2,653,856 2,123,612
Cash and cash equivalents (11,095) (20,310) (20,784)
Restricted cash (1,822) (1,369) (1,192)
Net Debt $ 2,675,099 $ 2,632,177 $ 2,101,636
Estimated net proceeds from forward equity agreements (a)
(124,313) (80,551) (37,722)
Pro Forma Net Debt $ 2,550,786 $ 2,551,626 $ 2,063,914
Leverage Ratios:
Net Debt to Annualized EBITDAre 6.3x 6.2x 5.5x
Net Debt to Annualized Adjusted EBITDAre 6.4x 6.1x 5.3x
Pro Forma Net Debt to Annualized Adjusted EBITDAre 5.9x 5.8x 5.2x
(a) Represents pro forma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented.
Critical Accounting Policies and Estimates
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses as well as other disclosures in the financial statements. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on our financial statements. A summary of our significant accounting policies and procedures are included in Note 2, “Summary of Significant Accounting Policies,” in the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. We believe there have been no significant changes during the three and six months ended June 30, 2026 to the items that we disclosed as our critical accounting policies and estimates in our 2025 Annual Report on Form 10-K.
Impact of Recent Accounting Pronouncements
For information on the impact of recent accounting pronouncements on our business, see Note 2 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
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