What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-11 compared with 2025-02-12 · 124 added, 90 removed, 423 unchanged (34% of the section changed)

9 unchanged sentences

We were organized on January 12, 2018 as a Maryland corporation.

We elected to be taxed as a REIT for federal income tax purposes beginning with the year ended December 31, 2018, and we believe that our current organization, operations and intended distributions will allow us to continue to so qualify.

Our common stock is listed on the New York Stock Exchange under the symbol “EPRT”.

We elected to be taxed as a REIT for U.S.

federal income tax purposes beginning with the year ended December 31, 2018, and we believe that our current organization, operations and intended distributions will allow us to continue to so qualify.

Our common stock is listed on the NYSE under the symbol “EPRT”.

Our primary business objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable properties.

As of December 31, 2024, we had a portfolio of 2,104 properties (inclusive of 150 properties which secure our investments in mortgage loans receivable) that was diversified by tenant, industry, concept and geography, had annualized base rent of $460.6 million and was 99.7% occupied.

As of December 31, 2025, we had a portfolio of 2,300 properties (inclusive of one undeveloped land parcel and 150 properties which secure our investments in mortgage loans receivable) that was diversified by tenant, industry, concept and geography, had annualized base rent of $555.0 million and was 99.7% occupied.

Our portfolio is built based on the following core investment attributes:

Diversification.

As of December 31, 2024, our portfolio was 99.7% occupied by 413 tenants operating 592 different brands, or concepts, in 16 industries across 49 states, with none of our tenants contributing more than 4.2% of our annualized base rent.

As of December 31, 2025, our portfolio was 99.7% occupied by tenants operating 659 different brands, or concepts, across 48 states, with none of our tenants contributing more than 3.4% of our annualized base rent.

Our goal is that, over time, no more than 5% of our annualized base rent will be derived from any single-tenant or more than 1% from any single property.

4 unchanged sentences

We seek to acquire properties owned and operated by middle-market businesses and lease the properties back to the operators pursuant to our standard lease form.

During the year ended December 31, 2024, approximately 97.2% of our investments were sale-leaseback transactions.

During the year ended December 31, 2025, 95% of our investments were sale-leaseback transactions.

Significant Use of Master Leases.

4 unchanged sentences

We generally invest in freestanding “small-box” single- tenant properties.

As of December 31, 2024, our average investment per property was $2.9 million (which equals

our aggregate investment in our properties (including transaction costs, lease incentives and amounts funded for construction in progress) divided by the number of properties owned at such date), and we believe investments of similar size allow us to grow our portfolio without concentrating a large amount of capital in individual properties and limit our exposure to events that may adversely affect a particular property.

As of December 31, 2025, our average investment per property was $3.1 million (which equals our aggregate investment in our properties (including transaction costs, lease incentives and amounts funded for construction in progress) divided by the number of properties owned at such date), and we believe investments of

similar size allow us to grow our portfolio without concentrating a large amount of capital in individual properties and limit our exposure to events that may adversely affect a particular property.

Additionally, we believe that many of our properties are generally fungible and appropriate for multiple commercial uses, which reduces the risk that a particular property may become obsolete and enhances our ability to sell a property if we choose to do so.

11 unchanged sentences

Cash cap rate 1

8.1% 8.0% 8.1% 8.0%

GAAP cap rate 2

9.3% 9.1% 9.1% 9.2%

Master lease percentage 3,4

82% 76% 57% 69%

Sale-leaseback percentage 3,5

100% 100% 89% 100%

Existing relationship percentage 87% 82% 79% 79%

Percentage of financial reporting 3

Rent coverage ratio 2.7x

100% 100% 100% 100%

Rent coverage ratio 2.7x 3.0x 4.7x 3.4x

Lease term (years) 17.2 17.8 17.2 17.7

6 unchanged sentences

Cash cap rate 1

7.8% 7.9% 8.0% 7.7%

GAAP cap rate 2

9.4% 9.7% 10.0% 9.1%

Master lease percentage 3,4

71% 69% 76% 76%

Sale-leaseback percentage 3,5

90% 93% 97% 100%

Existing relationship percentage 86% 88% 70% 85%

Percentage of financial reporting 3

100% 100% 100% 100%

Rent coverage ratio 3.0x 3.4x 5.9x 4.7x

26 unchanged sentences

Liquidity and Capital Resources

As of December 31, 2024, the net investment value of our income property portfolio totaled $5.6 billion, consisting of investments in 2,104 properties (inclusive of 150 properties which secure our investments in mortgage loans receivable), with annualized base rent of $460.6 million.

As of December 31, 2025, the net investment value of our income property portfolio totaled $6.6 billion, consisting of investments in 2,300 properties (inclusive of one undeveloped land parcel and 150 properties which secure our investments in mortgage loans receivable), with annualized base rent of $555.0 million.

Substantially all of our cash from operations is generated by our investment portfolio.

2 unchanged sentences

When a property becomes vacant, we are required to pay the property costs not paid by a tenant, as well as those property costs accruing during the time it takes to locate a new tenant or to sell the property.

As of December 31, 2024, seven of our investment properties were vacant, significantly less than 1% of our portfolio, and all remaining properties were subject to a lease or mortgage loan receivable.

As of December 31, 2025, six of our investment properties were vacant, less than 1% of our portfolio, and all remaining properties were subject to a lease (excluding one undeveloped land parcel) or mortgage loan receivable.

We expect to incur property costs from time to time in periods during which properties that become vacant are being marketed for lease or sale.

4 unchanged sentences

To accomplish this objective, we seek to invest in real estate utilizing a combination of debt and equity capital and with cash from operations that we do not distribute to our stockholders.

When we sell properties, we generally reinvest the cash proceeds from our sales in new single-tenant properties.

Our short-term liquidity requirements also include the funding needs associated with 104 properties where we have agreed to reimburse the tenant for certain

development, construction, or renovation costs or to provide construction financing in exchange for contractual payments of interest or increased rent that generally increases in proportion with our level of funding.

As of December 31, 2024, we agreed to provide construction financing or reimburse the tenant for certain development, construction and renovation costs in an aggregate amount of $627.3 million, and, as of such date, we have funded $472.5 million of this commitment.

When we sell properties, we generally reinvest the cash proceeds in new single-tenant properties.

Our short-term liquidity requirements also include the funding needs associated with 74 properties where we have agreed to reimburse the tenant for certain development, construction, or renovation costs or to provide construction financing in exchange for contractual payments of interest or increased rent that generally increases in proportion with our level of funding.

As of December 31, 2025, we agreed to provide construction financing or reimburse the tenant for certain development, construction and renovation costs in an aggregate amount of $388.4 million, and, as of such date, we have funded $273.9 million of

this commitment.

We expect to fund the remaining commitment totaling approximately $114.5 million by December 31, 2026.

Additionally, as of February 7, 2025, we were under contract to acquire 13 properties with an aggregate purchase price of $41.9 million, subject to completion of our due diligence procedures and satisfaction of customary closing conditions.

We expect to meet our short-term liquidity requirements, including our construction financing and tenant reimbursement obligations and potential investment in future single-tenant properties, primarily with our cash and cash equivalents, net cash from operating activities, issuance of common stock subject to outstanding forward purchase commitments, borrowings under the Revolving Credit Facility and potentially through proceeds generated from asset sales and our October 2024 ATM Program, under which we may issue common stock with an aggregate gross sales price of up to $671.1 million as of February 7, 2025.

Additionally, as of February 6, 2026, we were under contract to acquire 1 property with an aggregate purchase price of $9.6 million, subject to completion of our due diligence procedures and satisfaction of customary closing conditions.

We expect to meet our short-term liquidity requirements, including our construction financing and tenant reimbursement obligations and potential investment in future single-tenant properties, primarily with our cash and cash equivalents, net cash from operating activities, issuance of common stock subject to outstanding forward purchase commitments, borrowings under the Revolving Credit Facility and potentially through proceeds generated from asset sales and our October 2024 ATM Program, under which we may offer and sell common stock with an aggregate gross sales price of up to $338.5 million as of February 6, 2026.

Our long-term liquidity requirements consist primarily of the funds necessary to make additional investments and repay indebtedness.

3 unchanged sentences

An additional liquidity need is funding the required level of distributions, generally 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain), that are among the requirements for us to continue to qualify for taxation as a REIT.

Holders of OP Units are entitled to distributions per unit equivalent to those paid by us per share of common stock.

During the year ended December 31, 2024, our Board declared total cash distributions of $1.16 per share of common stock/OP Unit totaling $208.1 million and $55.6 million is payable as of December 31, 2024.

Holders of OP Units and LTIP Units are entitled to distributions per unit equivalent to those paid by us per share of common stock.

During the year ended December 31, 2025, our Board declared total cash distributions of $1.205 per share of common stock/OP Unit/LTIP Unit totaling $243.7 million and $65.4 million is payable as of December 31, 2025.

To continue to qualify for taxation as a REIT, we must make distributions to our stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain.

10 unchanged sentences

We use various financial instruments designed to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies such as interest rate swaps and caps, depending on our analysis of the interest rate environment and the costs and risks of such strategies.

Although we are not required to maintain a particular leverage ratio and may not be able to do so, we generally consider that, over time, a level of net debt (which includes recourse and non-recourse borrowings and any outstanding preferred stock less cash and cash equivalents and restricted cash

available for future investment) that is less than six times our annualized adjusted EBITDA re is prudent for a real estate company like ours.

Although we are not required to maintain a particular leverage ratio and may not be able to do so, we generally consider that, over time, a level of pro forma net debt (which includes recourse and non-recourse borrowings and any outstanding preferred stock less cash and cash equivalents, restricted cash available for future investment and estimated proceeds from unsettled forward equity contracts assuming full physical settlement) that is less than 5.5 times our annualized adjusted EBITDA re is prudent for a real estate company like ours.

As of December 31, 2025, all of our long-term debt was fixed-rate debt or was effectively converted to a fixed-rate for the term of the debt though hedging strategies and our weighted average debt maturity was 4.2 years.

8 unchanged sentences

At December 31, 2025, the Operating Partnership had issued and outstanding $800.0 million of senior notes.

The obligations of the Operating Partnership under the senior notes are guaranteed on a senior basis by the Company.

The obligations of the Operating Partnership under these senior notes are guaranteed by the Company.

The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company.

13 unchanged sentences

450,000 450,000 4.67% 4.87%

Senior unsecured notes July 2031 400,000 400,000 3.1% 3.1%

Senior unsecured notes:

2031 Notes July 2031 400,000 400,000 3.12% 3.12%

2035 Notes December 2035 400,000 — 5.40% —%

Revolving Credit Facility February 2026 — — —% —%

4 unchanged sentences

Revolving Credit Facility and Credit Facility Term Loans

Through our Operating Partnership, we are party to an Amended and Restated Credit Agreement with a group of lenders, which was most recently amended on February 6, 2025 (the "Credit Agreement") and provides for revolving loans of up to $1.0 billion (the "Revolving Credit Facility") and an additional $1.3 billion of term loans, consisting of a $400.0 million term loan (the "2028 Term Loan"), a $450.0 million term loan (the “2029 Term Loan”) and a $450.0 million term loan (the "2030 Term Loan" and, together with the 2028 Term Loan and 2029 Term Loan, the “CF Term Loans”).

All principal amounts available under the CF Term Loans were drawn prior to December 31, 2024.

Through our Operating Partnership, we are party to an Amended and Restated Credit Agreement with a group of lenders, which was most recently amended on February 6, 2025 (the "Amended Credit Agreement"), and provides for revolving loans of up to $1.0 billion (the "Revolving Credit Facility") and an additional $1.3 billion of term loans, consisting of a $400.0 million term loan (the "2028 Term Loan"), a $450.0 million term loan (the “2029 Term Loan”) and a $450.0 million term loan (the "2030 Term Loan" and, together with the 2028 Term Loan and 2029 Term Loan, the “CF Term Loans”).

All principal amounts available under the CF Term Loans were drawn as of December 31, 2025.

The Revolving Credit Facility has a fully-extended maturity date of February 6, 2030, after giving effect to two extension options of six months each, exercisable by the Operating Partnership, subject to the satisfaction of certain conditions.

The 2028 Term Loan matures on January 25, 2028, the 2029 Term Loan has an original maturity of three years, plus extension options at the Operating Partnership's election, which can extend the maturity to February 24, 2029 and the 2030 Term Loan has an original maturity of three years, plus extension options at the Operating Partnership's election, which can extend the maturity to January 11, 2030.

The loans under each of the Revolving Credit Facility and the CF Term Loans initially bear interest at an annual rate of applicable Adjusted Term SOFR (as defined in the Credit Agreement) plus an applicable margin (which applicable margin varies between the Revolving Credit Facility and the CF Term Loans).

The loans under each of the Revolving Credit Facility and the CF Term Loans initially bear interest at an annual rate of applicable Adjusted Term SOFR (as defined in the Amended Credit Agreement) plus an applicable margin (which applicable margin varies between the Revolving Credit Facility and the CF Term Loans).

The Adjusted Term SOFR is a rate with a term equivalent to the interest period applicable to the relevant borrowing.

5 unchanged sentences

Loans repaid under the CF Term Loans cannot be reborrowed.

The Credit Agreement has an accordion feature to increase, subject to certain conditions, the maximum availability of credit (either through increased revolving commitments or additional term loans) by up to $1.0 billion.

The Operating Partnership is the borrower under the Credit Agreement, and we and certain of the subsidiaries of the Operating Partnership that own a direct or indirect interest in an eligible real property asset are guarantors under the Credit Agreement.

Under the terms of the Credit Agreement, we are subject to customary restrictive financial and nonfinancial covenants which, among other things, require us to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios.

The Amended Credit Agreement has an accordion feature to increase, subject to certain conditions, the maximum availability of credit (either through increased revolving commitments or additional term loans) by up to $1.0 billion.

The Operating Partnership is the borrower under the Amended Credit Agreement, and we and certain of the subsidiaries of the Operating Partnership that own a direct or indirect interest in an eligible real property asset are guarantors under the Amended Credit Agreement.

Under the terms of the Amended Credit Agreement, we are subject to customary restrictive financial and nonfinancial covenants which, among other things, require us to

maintain certain leverage ratios, cash flow and debt service coverage ratios, secured borrowing ratios.

As of December 31, 2025, we were in compliance with these covenants.

The Credit Agreement also restricts our ability to pay distributions to our stockholders under certain circumstances.

The Amended Credit Agreement also restricts our ability to pay distributions to our stockholders under certain circumstances.

However, we may make distributions to the extent necessary to maintain our qualification as a REIT under the Code.

In addition to the financial covenants described above, the Credit Agreement contains customary affirmative and negative covenants that, among other things and subject to exceptions, limit or restrict our ability to incur indebtedness and liens, consummate mergers or other fundamental changes, dispose of assets, make certain restricted payments, make certain investments, modify our organizational documents, transact with affiliates, change our fiscal periods, provide negative pledge clauses, make subsidiary distributions, enter into certain new lines of business or engage in certain activities, and fail to meet the requirements for taxation as a REIT.

In addition to the financial covenants described above, the Amended Credit Agreement contains customary affirmative and negative covenants that, among other things and subject to exceptions, limit or restrict our ability to incur indebtedness and liens, consummate mergers or other fundamental changes, dispose of assets, make certain restricted payments, make certain investments, modify our organizational documents, transact with affiliates, change our fiscal periods, provide negative pledge clauses, make subsidiary distributions, enter into certain new lines of business or engage in certain activities, and fail to meet the requirements for taxation as a REIT.

2027 Term Loan

On February 18, 2022, we, through our Operating Partnership, amended our existing $430.0 million term loan credit facility (the "2027 Term Loan") to, among other things, reduce the Applicable Margin, extend the maturity date to February 18, 2027 and make certain other changes consistent with market terms and conditions.

In August 2022, the 2027 Term Loan was further amended to revise the applicable margin grid such that the applicable pricing is based on the credit rating of the Company’s long-term senior unsecured non-credit enhanced debt for borrowed money (subject to a single step-down in the applicable pricing if the Company achieves a consolidated leverage ratio that is less than 0.35 to 1:00 while maintaining a credit rating of BBB/Baa2 provided by S&P, Moody's and/or Fitch).

The borrowings under the 2027 Term Loan, as amended, bear interest at an annual rate of applicable Adjusted Term SOFR (as defined in the Credit Agreement) plus an applicable margin.

The Adjusted Term SOFR is a rate with a term equivalent to the interest period applicable to the relevant borrowing.

The applicable margin was initially a spread set according to a leverage-based pricing grid.

In May 2022, the Operating Partnership made an irrevocable election to have the applicable margin be a spread set according to the Company’s corporate credit ratings provided by S&P, Moody’s and/or Fitch.

Through our Operating Partnership, we are party to a $430.0 million term loan (the “2027 Term Loan”) that matures in February 2027.

The 2027 Term Loan bears interest at an annual rate of applicable Adjusted Term SOFR plus an applicable margin.

The applicable Adjusted Term SOFR is the rate for a term equivalent to the interest period applicable to the relevant borrowing.

The applicable margin is a spread set according to the Company’s corporate credit ratings provided by S&P, Moody’s and/or Fitch.

The 2027 Term Loan is pre-payable at any time by the Operating Partnership without penalty.

7 unchanged sentences

Senior Unsecured Notes

On June 22, 2021, the Operating Partnership issued $400.0 million aggregate principal amount of 2.950% Senior Notes due 2031 (the "2031 Notes"), resulting in net proceeds of $396.6 million.

The 2031 Notes were issued by the Operating Partnership and the obligations of the Operating Partnership under the 2031 Notes are fully and unconditionally guaranteed on a senior basis by the Company.

The indenture and supplemental indenture creating the 2031 Notes contain customary restrictive covenants, including limitations on our ability to incur additional secured and unsecured indebtedness.

In June 2021, the Operating Partnership issued $400.0 million aggregate principal amount of 2.950% Senior Notes due 2031 (the "2031 Notes"), resulting in net proceeds of $396.6 million.

In August 2025, the Operating Partnership issued $400.0 million aggregate principal amount of 5.400% Senior Notes due 2035 (the "2035 Notes" and, together with the 2031 Notes, the "Senior Notes"), resulting in net proceeds of $390.7 million.

The Senior Notes were issued by the Operating Partnership and the obligations of the Operating Partnership under the Senior Notes are fully and unconditionally guaranteed by the Company.

The indenture and supplemental indenture creating the Senior Notes contain customary restrictive covenants, including limitations on our ability to incur additional secured and unsecured indebtedness.

As of December 31, 2025, we were in compliance with these covenants.

The following discusses our cash flows for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

A discussion of our cash flows for the year ended December 31, 2024, as compared to the year ended December 31, 2023, has been omitted from this Annual Report but may be found in "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations—Cash Flows—

Comparison of the years ended December 31, 2024 and 2023" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Comparison of the years ended December 31, 2025 and 2024

3 unchanged sentences

Our cash flows from operating activities are primarily dependent upon the occupancy of our portfolio, the rental rates specified in our leases, the interest on our loans and direct financing lease receivables, the collectability of rent and interest, and the level of our operating expenses and general and administrative costs.

Our cash inflows from operating activities reflect adjustments to net income for non-cash items of $111.0 million, including i) depreciation and amortization of tangible, intangible and right-of-use real estate assets, and amortization of deferred financing costs and other non-cash interest expense of $129.3 million, ii) our provision for impairment of real estate of $14.8 million, iii) the change in our provision for credit losses of $0.2 million, iv) non-cash equity-based compensation expense of $10.8 million and v) adjustment to rental revenue for tenant credit of $0.6 million, reduced by i) our $6.0 million gain on dispositions of real estate, net and ii) $38.9 million related to the recognition of straight-line rent receivables.

Our cash inflows from operating activities reflect adjustments to net income for non-cash items of $126.5 million, including i) depreciation and amortization of tangible, intangible and right-of-use real estate assets, and amortization of deferred financing costs and other non-cash interest expense of $162.8 million, ii) our provision for impairment of real estate of $12.0 million, iii) non-cash equity-based compensation expense of $13.2 million, iv) adjustments to rental revenue for tenant credit of $3.5 million and v) the change in our provision for credit losses of $0.1 million, reduced by i) our $12.8 million gain on dispositions of real estate, net and ii) $52.2 million related to the recognition of straight-line rent receivables.

An additional inflow was our increase in accrued liabilities and other payables of $8.1 million, offset by the outflow caused by the increase in our rent receivables, prepaid expenses and other assets of $7.3 million.

Net cash used in investing activities during the year ended December 31, 2025 was $1.2 billion.

Our net cash used in investing activities generally reflects our investment in real estate, including capital expenditures, construction in progress and lease incentives, and in mortgage loans receivable, which totaled $1.2 billion in the aggregate for the year ended December 31, 2024.

These cash outflows were partially offset by $128.6 million of proceeds from sales of investments, net of disposition costs, and $28.6 million of principal collections on our loans and direct financing lease receivables.

Net cash provided by financing activities of $810.7 million during the year ended December 31, 2024 reflected net cash inflows of $570.2 million from the issuance of common stock, $174.6 million of borrowings under the 2030 Term Loan and $490.0 million of borrowings under the Revolving Credit Facility.

These cash inflows were partially offset by the payment of $199.7 million in dividends, $1.0 million of offering costs paid related to our follow-on offerings and our ATM Program, repayment of $220.0 million of borrowings under the Revolving Credit Facility, the payment of deferred financing costs of $0.1 million, and the payment of $3.3 million in taxes related to the net settlement of equity awards.

Net cash provided by financing activities of $798.4 million during the year ended December 31, 2025 reflected net cash inflows of $657.6 million from the issuance of common stock, $855.0 million of borrowings under the Revolving Credit Facility and $390.7 million in net proceeds from the issuance of the 2035 Senior Notes.

These cash inflows were partially offset by the payment of $233.9 million in dividends, repayment of $855.0 million of borrowings under the Revolving Credit Facility, the payment of $8.8 million of deferred financing costs related to the Amended Credit Facility and issuance of senior unsecured notes, the payment of $0.7 million of offering costs, and the payment of $6.4 million in taxes related to the net settlement of equity awards upon vesting.

Cash Flows for the year ended December 31, 2024

1 unchanged sentence

Our cash inflows from operating activities reflect adjustments to net income for non-cash items of $68.3 million, including i) depreciation and amortization of tangible, intangible and right-of-use real estate assets, and amortization of deferred financing costs and other non-cash interest expense of $107.6 million, ii) loss on debt extinguishment of $0.1 million, iii) our provision for impairment of real estate of $3.5 million, iv) adjustment to rental revenue for tenant credit of $0.6 million, and v) non-cash equity-based compensation expense of $9.0 million, reduced by i) our $24.2 million gain on dispositions of real estate, net, ii) $28.3 million related to the recognition of straight-line rent receivables, and iii) the subtraction of the change in our provision for credit losses of $0.1 million.

An additional inflow was our increase in accrued liabilities and other payables of $1.1 million, offset by the outflow caused by the increase in our rent receivables, prepaid expenses and other assets of $7.3 million.

Net cash used in investing activities during the year ended December 31, 2023 was $857.1 million.

Net cash used in investing activities during the year ended December 31, 2024 was $1.1 billion.

1 unchanged sentence

proceeds from sales of investments, net of disposition costs, and $10.0 million of principal collections on our loans and direct financing lease receivables.

Net cash provided by financing activities of $580.0 million during the year ended December 31, 2023 reflected net cash inflows of $507.3 million from the issuance of common stock, $248.0 million from new borrowings under the 2029 Term Loan and $70.0 million of borrowings under the Revolving Credit Facility.

These cash inflows were partially offset by the payment of $168.2 million in dividends, $0.9 million of offering costs paid related to our follow-on offerings and the ATM program, repayment of $70.0 million of borrowings under the Revolving Credit Facility, the payment of deferred financing costs of $2.4 million, and the payment of $3.7 million in taxes related to the net settlement of equity awards.

Off-Balance Sheet Arrangements

5 unchanged sentences

Unsecured term loans (1)

$ 1,730,000 $ — $ 830,000 $ 900,000 $ —

Senior unsecured notes 800,000 — — — 800,000

6 unchanged sentences

_____________________________________

(1) After giving effect to extension options exercisable at the Operating Partnership's election, where applicable.

(2) Includes obligations to reimburse certain of our tenants for development, construction and renovation costs that they incur related to properties leased from the Company in exchange for contractual payments of interest or increased rent that generally increases proportionally with our funding.

11 unchanged sentences

We allocate the purchase price (plus transaction costs) of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values.

assets may include land, site improvements and buildings.

Tangible assets may include land, site improvements and buildings.

Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.

24 unchanged sentences

This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition.

These estimates consider factors such

as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors.

These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors.

If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used.

18 unchanged sentences

Equity-Based Compensation

We grant shares of restricted common stock ("RSAs") and restricted stock units ("RSUs") to our directors, executive officers and other employees that vest over multiple periods, subject to the recipient's continued service.

We also grant performance-based RSUs to our executive officers, the final number of which is determined based on objective and subjective performance conditions and which vest over a multi-year period, subject to the recipient's continued service.

We account for RSAs and RSUs in accordance with ASC 718, Compensation – Stock Compensation, which requires that such compensation be recognized in the financial statements based on its estimated grant-date fair value.

We grant shares of restricted common stock ("RSAs"), restricted stock units ("RSUs"), and long-term incentive plan units ("LTIP Units") in our Operating Partnership to our directors, executive officers and other employees that vest over multiple periods, subject to the recipient's continued service.

We also grant performance-based RSUs and performance-based LTIP Units to our executive officers, the final number of which is determined based on objective and, with respect to performance-based RSUs issued prior to 2024, subjective performance conditions and which vest over a multi-year period, subject to the recipient's continued service.

LTIP Units are a

class of partnership units issued by our Operating Partnership which are convertible into OP Units upon satisfaction of certain conditions, including, depending upon the particular award, those relating to vesting periods or performance criteria, and continued service.

We account for RSAs, RSUs, and LTIP Units in accordance with ASC 718, Compensation – Stock Compensation, which requires that such compensation be recognized in the financial statements based on its estimated grant-date fair value.

The value of such awards is recognized as compensation expense in general and administrative expenses in the accompanying consolidated statements of operations over the applicable service periods.

9 unchanged sentences

Rental revenue $ 527,534 $ 425,749 $ 101,785 23.9 %

Interest income on loans and direct financing lease receivables 23,409 18,128 5,281 29.1 %

Interest on loans and direct financing lease receivables 31,625 23,409 8,216 35.1 %

Other revenue, net 2,060 452 1,608 355.8 %

21 unchanged sentences

Rental revenue increased by $101.8 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024.

The increase in rental revenue was driven primarily by the growth in our real estate investment portfolio which grew by 217 rental properties, or 12%, since December 31, 2023.

A portion of our real estate investments were acquired throughout the periods presented and were not all owned by us for the entirety of the applicable periods;

The increase in rental revenue was driven primarily by the growth in the size of our real estate investment portfolio, which generated additional revenues.

Our real estate investment portfolio grew from 1,947 rental properties, representing $5.2 billion in total real estate investments, net, as of December 31, 2024 to 2,142 rental properties, representing $6.2 billion in total real estate investments, net, as of December 31, 2025.

Our real estate investments were acquired throughout the periods presented and were not all owned by us for the entirety of the applicable periods;

accordingly, a significant portion of the increase in rental revenue between periods is related to recognizing revenue in 2025 from acquisitions that were made during 2024 and 2025.

Interest on loans and direct financing lease receivables.

Interest on loans and direct financing lease receivables increased by $5.3 million during the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to the increase in our mortgage loans receivable portfolio during 2024, which led to a higher average daily balance of loans receivable outstanding during the year ended December 31, 2024.

Interest on loans and direct financing lease receivables increased by $8.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, due to an increase in investments in loans receivable during 2025, leading to a higher average daily balance of loans receivable outstanding during th e December 31, 2025.

Other revenue, net .

Other revenue for the year ended December 31, 2024 decreased by $1.1 million, as compared to the year ended December 31, 2023, primarily due to the receipt of insurance claim proceeds and higher loan prepayment fees received during the year ended December 31, 2023.

Other revenue increased by $1.6 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to the receipt of non-recurring lease termination fees during the year ended December 31, 2025.

General and administrative.

General and administrative expense increased by $4.5 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to an increase in non-cash share-based compensation, salary expense and professional fees during the year ended December 31, 2024.

General and administrative expense increased by $5.7 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

The increase was primarily related to an increase in salary expense and professional fees incurred during the year ended December 31, 2025.

Property expenses .

3 unchanged sentences

Depreciation and amortization expense increased by $31.4 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Depreciation and amortization expense increased in proportion to the general increase in the size of our real estate investment portfolio during the year ended December 31, 2024.

Depreciation and amortization expense increased in proportion to the increase in the size of our real estate investment portfolio during the year ended December 31, 2025.

Provision for impairment of real estate .

Impairment charges on real estate investments were $12.0 million and $14.8 million for the years ended December 31, 2025 and 2024, respectively.

During the years ended December 31, 2024 and 2023, we recorded a provision for impairment of real estate on 22 and eight of our real estate investments, respectively.

During the years ended December 31, 2025 and 2024, we recorded a provision for impairment of real estate on 14 and 22 of our real estate investments, respectively.

Change in provision for credit losses.

During the year ended December 31, 2024, our provision for credit losses increased by $0.2 million, compared to a $0.1 million decrease in our provision for credit losses during the year ended December 31, 2023.

The change in our provision for credit losses in our loan portfolio decreased by $0.1 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024.

Under ASC 326, we are required to re-evaluate the expected loss on our portfolio of loans and direct financing lease receivables at each balance sheet date.

Changes in our provision for credit losses are driven by revisions to global and asset-specific assumptions in our credit loss model and by changes in the size of our loan and direct financing lease portfolio.

Changes in our provision for loan losses are driven by revisions to global and loan-specific assumptions in our loan loss model and by changes in the size of our loan and direct financing lease portfolio.

Other operating income:

Gain on dispositions of real estate, net.

G ain on dispositions of real estate, net, decreased by $18.2 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

We disposed of 46 real estate properties during the year ended December 31, 2024, compared to 52 real estate properties during the year ended December 31, 2023.

Overall, our 2024 dispositions had a lower sales price in relation to their net book value as compared to our 2023 dispositions.

G ain on dispositions of real estate, net, increased by $6.9 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

We disposed of 60 and 46 real estate properties during the year ended December 31, 2025 and 2024, respectively.

Other (expense)/income:

Loss on debt extinguishment.

The loss on debt extinguishment of $0.1 million during the year ended December 31, 2023 relates to the write-off of deferred financing costs in conjunction with the full repayment of our 2024 Term Loan in August 2023.

Interest expense .

Interest expense increased by $29.5 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

This increase in interest expense was primarily due to an increase in our outstanding debt balance and increased interest rates during the year ended December 31, 2024 compared to the year ended December 31, 2023.

This increase in interest expense was primarily due to an

increase in our outstanding debt balance and increased interest rates during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Interest income .

Interest income increased by $1.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

The increase in interest income was primarily due to an increase

in interest rates on our short-term investments during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Interest income decreased by $0.5 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

The decrease in interest income was primarily due to a decrease in our short-term investments during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Other income .

2 unchanged sentences

Income tax expense.

Income tax expense decreased by approximately $8,000 for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

Income tax expense increased by approximately $16,000 for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

We are organized and operate as a REIT and are generally not subject to U.S.

4 unchanged sentences

We also disclose the following non-GAAP financial measures:

funds from operations ("FFO"), core funds from operations ("Core FFO"), adjusted funds from operations ("AFFO"), earnings before interest, taxes, depreciation and amortization ("EBITDA"), EBITDA further adjusted to exclude gains (or losses) on sales of depreciable property and real estate impairment losses ("EBITDA re" ), adjusted EBITDA re , annualized adjusted EBITDA re , net debt, net operating income ("NOI") and cash NOI ("Cash NOI").

funds from operations (“FFO”), core funds from operations (“Core FFO”), adjusted funds from operations (“AFFO”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA further adjusted to exclude gains (or losses) on sales of depreciable property and real estate impairment losses (“EBITDAre”), adjusted EBITDAre, annualized adjusted EBITDAre, net debt, net operating income (“NOI”), cash NOI (“Cash NOI”) and cash general and administrative expense ("Cash G&A").

We believe these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs.

5 unchanged sentences

Core FFO is used by management in evaluating the performance of our core business operations.

Items included in calculating FFO that may be excluded in calculating Core FFO include certain transaction related gains, losses, income or expenses or other non-core amounts as they occur.

To derive AFFO, we modify our computation of Core FFO to include other adjustments to GAAP net income related to certain items that we believe are not indicative of our operating performance, including straight-line rental revenue, non-cash interest expense, non-cash compensation expense, other amortization expense, other non-cash charges and capitalized interest expense.

Items included in calculating FFO that may be excluded in calculating Core FFO include certain transaction related gains, losses, income or expense or other non-core amounts as they occur.

To derive AFFO, we modify our computation of Core FFO to include other adjustments to GAAP net income related to certain items that we believe are not indicative of our operating performance, including straight-line rental revenue, non-cash interest, non-cash compensation expense, other amortization expense, other non-cash adjustments and capitalized interest expense.

Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance.

2 unchanged sentences

accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.

Additionally, our computation of FFO, Core FFO and AFFO may differ from the

methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

Additionally, our computation of FFO, Core FFO and AFFO may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

The following table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO and AFFO attributable to stockholders and non-controlling interests:

17 unchanged sentences

_____________________________________

(1) Includes $0.1 million loss on debt extinguishment, $0.9 million of insurance recovery income and $0.4 million of cash and non-cash separation costs with the departures of a junior executive and a Board member during the year ended December 31, 2023.

(2) Includes $0.2 million of fees incurred in conjunction with the August 2022 amendment to our 2027 Term Loan and our $2.1 million loss on debt extinguishment during the year ended December 31, 2022.

(1) Includes the recognition of $2.4 million of cash and non-cash compensation expense that was not incurred due to the departure of an executive during the year ended December 31, 2025.

(2) Includes $0.1 million loss on debt extinguishment, $0.9 million of insurance recovery income and $0.3 million of severance expense and non-cash compensation expense during the year ended December 31, 2023.

We compute EBITDA as earnings before interest, income taxes and depreciation and amortization.

In 2017, NAREIT issued a white paper recommending that companies that report EBITDA also report EBITDA re .

We compute EBITDA re in accordance with the definition adopted by NAREIT.

NAREIT defines EBITDA re as EBITDA (as defined above) excluding gains (or losses) from the sales of depreciable property and real estate impairment losses.

We present EBITDA and EBITDA re as they are measures commonly used in our industry.

In 2017, NAREIT issued a white paper recommending that companies that report EBITDA also report EBITDAre.

We compute EBITDAre in accordance with the definition adopted by NAREIT.

NAREIT defines EBITDAre as EBITDA (as defined above) excluding gains (or losses) from the sales of depreciable property and real estate impairment losses.

We present EBITDA and EBITDAre as they are measures commonly used in our industry.

We believe that these measures are useful to investors and analysts because they provide supplemental information concerning our operating performance, exclusive of certain non-cash items and other costs.

We use EBITDA and EBITDA re as measures of our operating performance and not as measures of liquidity.

EBITDA and EBITDA re do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements;

We use EBITDA and EBITDAre as measures of our operating performance and not as measures of liquidity.

EBITDA and EBITDAre do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements;

Additionally, our computation of EBITDA and EBITDA re may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

Additionally, our computation of EBITDA and EBITDAre may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA and EBITDA re attributable to stockholders and non-controlling interests:

33 unchanged sentences

(1) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate and loan repayments completed during the three months ended December 31, 2025 had occurred on October 1, 2025.

(2) Adjustment is made to i) exclude non-core adjustments made in computing Core FFO, ii) exclude changes in our provision for credit losses and iii) eliminate the impact of seasonal fluctuation in certain non-cash compensation expense recorded in the period.

(2) Adjustment is made to i) exclude non-core adjustments made in computing Core FFO, if any, ii) exclude changes in our provision for credit losses and iii) eliminate the impact of seasonal fluctuation in certain non-cash compensation expense recorded in the period.

(3) Adjustment excludes lease termination or loan prepayment fees and contingent rent (based on a percentage of the tenant's gross sales at the leased property) where payment is subject to exceeding a sales threshold specified in the lease, if any.

14 unchanged sentences

NOI excludes all other items of expense and income included in the financial statements in calculating net income or loss, in accordance with GAAP.

Cash NOI further excludes non-cash items included in total revenues and property expenses, such as straight-line rental

revenue and other amortization and non-cash charges.

further excludes non-cash items included in total revenues and property expenses, such as straight-line rental revenue and other amortization and non-cash adjustments.

We believe NOI and Cash NOI provide useful and relevant information because they reflect only those revenue and expense items that are incurred at the property level and present such items on an unlevered basis.

20 unchanged sentences

Cash NOI attributable to stockholders and non-controlling interests $ 507,258 $ 408,829 $ 326,064

We compute Cash G&A as general and administrative expense, as determined in accordance with GAAP, less non-core general and administrative expense, non-cash compensation expense and straight-line rent expense on leases where we are the lessee.

We exclude non-core general and administrative expense, non-cash compensation expense and straight-line rent expense because they may cause short-term fluctuations in general and administrative expense but have no impact on operating cash flows or long-term operating performance.

We believe that Cash G&A is a useful supplemental measure for investors to consider when assessing our operating performance without the distortion created by non-cash and non-core items.

Cash G&A is not a measure of financial performance under GAAP.

You should not consider our Cash G&A as an alternative to general and administrative expense determined in accordance with GAAP.

Additionally, our computation of Cash G&A may differ from the methodology for calculating this metric used by other equity REITs, and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

The following table reconciles general and administrative expense (which is the most comparable GAAP measure) to Cash G&A:

Year ended December 31,

(in thousands) 2025 2024 2023

General and administrative expense $ 40,864 $ 35,161 $ 30,678

Non-core general and administrative expense (1)(2)

2,354 — (250)

Non-cash compensation expense (14,438) (10,827) (9,192)

Straight-line rent expense (26) (1) (30)

Cash G&A $ 28,754 $ 24,333 $ 21,206

_____________________________________

(1) Includes the recognition of $2.4 million of cash and non-cash compensation expense that was not incurred due to the departure of an executive during the .

(2) Includes $0.3 million of severance expense and non-cash compensation expense during the year ended December 31, 2023.

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-K

Item 7. Management’s Discussion and Analysis