What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-11 compared with 2025-02-12 · 185 added, 201 removed, 1067 unchanged (27% of the section changed)

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Evaluation of the measurement of the fair values used in the purchase price allocation of real estate acquisitions

As described further in Notes 2 and 3 to the consolidated financial statements, the acquisition of real estate for investment purposes is typically accounted for as an asset acquisition in which the Company allocates the purchase price of acquired properties to land, buildings, site improvements and other identified tangible and intangible assets and liabilities on a relative fair value basis.

The Company acquired approximately $724.3 million of real estate investments subject to this allocation process during the year ended December 31, 2024.

We identified fair value measurements used to allocate the purchase price to the assets acquired and liabilities assumed in the real estate acquisitions as a critical audit matter.

The principal consideration for our determination that the fair value measurements used to allocate the purchase price to the assets acquired and liabilities assumed in the real estate acquisitions is a critical audit matter is the degree of estimation uncertainty in determining fair value estimates.

As described further in Notes 2 and 3 to the consolidated financial statements, the acquisition of real estate for investment purposes is typically accounted for as an asset acquisition in which the Company allocates the purchase price of acquired properties to land, site improvements, buildings, and other tangible and identifiable intangible assets and liabilities based on their relative fair values.

The Company acquired approximately $1.1 billion of real estate investments subject to this allocation process during the year ended December 31, 2025.

We identified fair value measurements used to allocate the purchase price to the assets acquired and liabilities assumed in real estate acquisitions as a critical audit matter.

The principal consideration for our determination that the fair value measurements used to allocate the purchase price to the assets acquired and liabilities assumed in real estate acquisitions is a critical audit matter is the degree of estimation uncertainty in determining fair value estimates.

Specifically, these fair value measurements were sensitive to establishing a range of market assumptions for land values, building replacement values, and rental rates.

Establishing the market assumptions for land, building, site improvements and rent included identifying the relevant properties in the established range that were most comparable to the acquired property.

Establishing the market assumptions for land, site improvements, buildings, and rent included identifying the relevant properties in the established range that were most comparable to the acquired property.

There was a high degree of subjective and complex auditor judgment in evaluating significant assumptions used in developing the fair value measurements.

Our audit procedures related to the fair value measurements used to allocate the purchase price to the assets acquired and liabilities assumed in the real estate acquisitions included the following, among others:

We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant controls relating to the allocation of the purchase price of real estate acquisitions, including internal controls over the selection and review of the significant assumptions to estimate fair value, including those used by third-party valuation professionals.

Our audit procedures related to the fair value measurements used to allocate the purchase price to the assets acquired and liabilities assumed in real estate acquisitions included the following, among others.

For a selection of real estate acquisitions, we involved our real estate valuation specialists who assisted in evaluating the significant assumptions to the fair value measurements used in the purchase price allocations.

We read the purchase agreements and tested the completeness and accuracy of underlying contractual data used, including rental data where applicable.

We read the purchase agreements and tested the completeness and accuracy of underlying inputs used, including contractual data and rental data, where applicable.

The evaluation included comparison of the Company’s assumptions to independently developed ranges using market data from industry transaction databases and published industry reports.

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Stockholders' equity:

Preferred stock, $ 0.01 par value;

Preferred stock, $ 0.01 par value per share;

150,000,000 authorized;

none issued and outstanding as of December 31, 2025 and 2024

Common stock, $ 0.01 par value;

Common stock, $ 0.01 par value per share;

500,000,000 authorized;

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Distributions in excess of cumulative earnings ( 109,261 ) ( 113,302 )

Accumulated other comprehensive income 16,886 4,019

Accumulated other comprehensive (loss) income ( 20,979 ) 16,886

Total stockholders' equity 4,199,994 3,563,678

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Other comprehensive income:

Unrealized gain (loss) on cash flow hedges 42,210 ( 9,187 ) 56,736

Cash flow hedge (loss) gain reclassified to interest expense ( 29,310 ) ( 27,687 ) 26

Total other comprehensive income (loss) 12,900 ( 36,874 ) 56,762

Unrealized (loss) gain on cash flow hedges ( 22,424 ) 42,210 ( 9,187 )

Cash flow hedge gain reclassified to interest expense ( 15,553 ) ( 29,310 ) ( 27,687 )

Total other comprehensive (loss) income ( 37,977 ) 12,900 ( 36,874 )

Comprehensive income 215,754 216,538 154,541

Net income attributable to non-controlling interests ( 718 ) ( 634 ) ( 708 )

Adjustment for other comprehensive (loss) income attributable to non-controlling interests ( 33 ) 174 ( 1,257 )

Other comprehensive loss (income) attributable to non-controlling interests 112 ( 33 ) 174

Comprehensive income attributable to stockholders $ 215,148 $ 215,871 $ 154,007

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Costs related to issuance of common stock — — ( 1,010 ) — — ( 1,010 ) — ( 1,010 )

Other comprehensive income — — — — 55,505 55,505 1,257 56,762

Other comprehensive loss — — — — ( 36,700 ) ( 36,700 ) ( 174 ) ( 36,874 )

Equity-based compensation expense 283,751 3 9,003 — — 9,006 — 9,006

Dividends declared on common stock and OP Units — — — ( 147,883 ) — ( 147,883 ) ( 596 ) ( 148,479 )

Dividends and distributions declared — — — ( 175,394 ) — ( 175,394 ) ( 621 ) ( 176,015 )

Net income — — — 190,707 — 190,707 708 191,415

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Costs related to issuance of common stock — — ( 1,083 ) — — ( 1,083 ) — ( 1,083 )

Other comprehensive loss — — — — ( 36,700 ) ( 36,700 ) ( 174 ) ( 36,874 )

Other comprehensive income — — — — 12,867 12,867 33 12,900

Equity-based compensation expense 188,590 2 10,827 — — 10,829 — 10,829

Dividends declared on common stock and OP Units — — — ( 175,394 ) — ( 175,394 ) ( 621 ) ( 176,015 )

Dividends and distributions declared — — — ( 207,448 ) — ( 207,448 ) ( 641 ) ( 208,089 )

Net income — — — 203,004 — 203,004 634 203,638

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Costs related to issuance of common stock — — ( 633 ) — — ( 633 ) — ( 633 )

Other comprehensive income — — — — 12,867 12,867 33 12,900

Other comprehensive loss — — — — ( 37,865 ) ( 37,865 ) ( 112 ) ( 37,977 )

Equity-based compensation expense 270,850 3 13,181 — — 13,184 — 13,184

Dividends declared on common stock and OP Units — — — ( 207,448 ) — ( 207,448 ) ( 641 ) ( 208,089 )

Dividends and distributions declared — — — ( 242,565 ) — ( 242,565 ) ( 1,155 ) ( 243,720 )

Net income — — — 253,013 — 253,013 718 253,731

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Repayments under revolving credit facility ( 855,000 ) ( 220,000 ) ( 70,000 )

Proceeds from issuance of senior unsecured notes, net 390,668 — —

Payments for taxes related to net settlement of equity awards ( 6,407 ) ( 3,313 ) ( 3,671 )

Payment of debt extinguishment costs — — ( 467 )

Deferred financing costs ( 115 ) ( 2,426 ) ( 4,991 )

Payment of deferred financing costs ( 8,811 ) ( 115 ) ( 2,426 )

Proceeds from issuance of common stock, net 657,589 570,243 507,318

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Net cash provided by financing activities 798,354 810,699 580,014

Net (decrease) increase in cash and cash equivalents and restricted cash ( 3,985 ) ( 22,537 ) 11,742

Net increase (decrease) in cash and cash equivalents and restricted cash 25,387 ( 3,985 ) ( 22,537 )

Cash and cash equivalents and restricted cash, beginning of period 44,978 48,963 71,500

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Net settlement of proceeds on the sale of investments ( 1,650 ) ( 2,200 ) ( 4,625 )

Non-cash investments in real estate and loan receivable activity 2,200 — 22,679

Unrealized gain (loss) on cash flow hedges 42,210 ( 9,187 ) ( 56,615 )

Non-cash debt issuance costs 4,647 2,028 —

Non-cash investment in real estate and loan receivable activity 18,294 2,200 —

Transfer from real estate to direct financing lease receivable 3,150 — —

Unrealized (loss) gain on cash flow hedges ( 22,424 ) 42,210 ( 9,187 )

Non-cash deferred financing costs 2,600 4,647 2,028

Non-cash repayment of term loan facility — 270,000 200,000

Non-cash borrowing under term loan facility — ( 270,000 ) ( 202,028 )

Payable and accrued offering costs 115 24 30

Payable and accrued offering and deferred financing costs — 115 24

Discounts and fees on capital raised through issuance of common stock — — 38

Discounts and fees on issuance of debt — — 2,477

Dividends declared and unpaid 65,391 55,608 47,182

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December 31, 2025

Description of Business

Description of Business and Organization

Essential Properties Realty Trust, Inc.

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The Company was organized on January 12, 2018 as a Maryland corporation.

It elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes beginning with the year ended December 31, 2018, and it believes that its current organizational and operational status and intended distributions will allow it to continue to so qualify.

It elected to be taxed as a real estate investment trust (“REIT”) for U.S.

federal income tax purposes beginning with the year ended December 31, 2018, and it believes that its current organizational and operational status and intended distributions will allow it to continue to so qualify.

Substantially all of the Company’s business is conducted directly and indirectly through its operating partnership, Essential Properties, L.P.

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Reportable Segments

ASC Topic 280, Segment Reporting, establishes standards for the manner in which enterprises report information about operating segments.

Substantially all of the Company’s investments, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis or real estate that secures the Company's investment in loans and direct financing lease receivables.

Accounting Standards Codification ("ASC") Topic 280, Segment Reporting, establishes standards for the manner in which enterprises report information about operating segments.

Substantially all of the Company’s investments, at acquisition, are comprised of real estate owned and leased to tenants on a long-term basis and loans and direct financing lease receivables secured by real estate.

Therefore, the Company aggregates these investments for reporting purposes and operates in one reportable segment.

The chief operating decision maker ("CODM"), which is the Company's Chief Executive Officer, determines resource allocations based on characteristics of potential future investments (e.g., return on investment, tenant credit quality, industry type, geographic location) and assesses the performance of the Company's existing portfolio based on consolidated net income as presented in the accompanying consolidated statements of operations.

The chief operating decision maker, which is the Company's Chief Executive Officer, determines resource allocations based on characteristics of potential future investments (e.g., return on investment, tenant credit quality, industry type, and geographic location) and assesses the performance of the Company's existing portfolio based primarily on operating results and cash flow on a consolidated basis.

Real Estate Investments

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Conversely, if the assessment of the collectability changes from not probable to probable, any difference is recognized as a current period increase of rental revenue in the consolidated statements of operations.

The Company recorded the following adjustments as increases or decreases to rental revenue for tenant credit during the periods presented:

The Company recorded the following adjustments to rental revenue for tenant credit during the periods presented:

Year ended December 31,

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Such costs are deducted from the gross proceeds of each equity offering when the offering is completed.

As of December 31, 2024 and 2023, the Company capitalized a total of $ 92.3 million and $ 91.3 million, respectively, of such costs, which are presented as a reduction of additional paid-in capital in the Company's consolidated balance sheets.

As of December 31, 2025 and 2024, the Company capitalized a total of $ 93.0 million and $ 92.3 million, respectively, of such costs, which are presented as a reduction of additional paid-in capital on the Company's consolidated balance sheets.

The Company elected and qualified to be taxed as a REIT under sections 856 through 860 of the Code commencing with its taxable year ended December 31, 2018.

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Franchise taxes and federal excise taxes on the Company’s undistributed income, if any, are included in general and administrative expenses on the accompanying consolidated statements of operations.

Additionally, taxable income from non-REIT activities managed through the Company's taxable REIT subsidiary is subject to federal, state, and local taxes.

Additionally, taxable income from non-REIT activities managed through the Company's taxable REIT subsidiary is subject to U.S.

federal, state, and local taxes.

The Company analyzes its tax filing positions in all of the U.S.

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Step one, recognition, occurs when an entity concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination.

Step two, measurement, determines the amount of benefit that is more-likely-than-not to be realized

upon settlement.

Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained.

Step two, measurement, determines the amount of benefit that is more-likely-than-not to be realized upon settlement.

Derecognition of a tax position that was previously recognized would occur when the Company

subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained.

The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited.

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Equity-Based Compensation

The Company grants shares of restricted common stock ("RSAs") and restricted stock units (“RSUs”) to its directors, executive officers and other employees that vest over specified time periods, subject to the recipient’s continued service.

The Company also grants performance-based RSUs to 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 which vest over a multi-year period, subject to the recipient’s continued service.

The Company accounts 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.

The Company grants shares of restricted common stock (“RSAs”), restricted stock units (“RSUs”) and long-term incentive plan units (“LTIP Units”) in its Operating Partnership to its directors, executive officers and other employees that vest over specified time periods, subject to the recipient’s continued service.

The Company also grants performance-based RSUs and performance-based LTIP Units to 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 the Operating Partnership which are convertible into limited partnership interests in the Operating Partnership ("OP Units") upon satisfaction of certain conditions, including, depending upon the particular award, those relating to vesting periods or performance criteria, and continued service.

The Company accounts 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.

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Additionally, the Company has concluded that certain entities to which it has provided mortgage loans are VIEs because the entities' equity was not sufficient to finance their activities without additional subordinated financial support.

The following table presents information about the Company’s mortgage loan-related VIEs as of the dates presented:

The following table presents information about the Company’s mortgage loan-related VIEs as of the dates

(Dollars in thousands) 2025 2024

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Recent Accounting Developments

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07") .

The guidance in ASU 2023-07 improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

ASU 2023-07 includes requirements to disclose the title and position of the CODM along with disclosure of the significant segment expenses regularly provided to the CODM, the extension of certain annual disclosures to interim periods, requirements that entities that have a single reportable segment must apply ASC 280 in its entirety, and requirements that permit more than one measure of segment profit or loss to be reported under certain conditions.

The Company has adopted this guidance effective January 1, 2024 for annual reporting and the amendments are reflected within these consolidated financial statements.

The amendments for interim periods will be adopted for the Company's fiscal year beginning on January 1, 2025.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis, however early adoption and retrospective application is permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

The Company adopted this standard in the year ended December 31, 2025.

The adoption did not have a material effect on the Company’s consolidated financial statements and related disclosures.

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

Disaggregation of Income Statement Expenses ("ASU 2024-09").

ASU 2024-03 requires additional disclosures about a public company’s expenses and addresses requests from investors for more detailed information about the types of expenses (e.g., purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (e.g., cost of sales;

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and research and development (R&D).

All publicly traded REITs will be impacted by the ASU, as it applies to all public companies.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

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_____________________________________

(1) Includes seven and six properties which are subject to leases accounted for as direct financing leases or loans as of December 31, 2024 and 2023, respectively.

(1) Includes eight and seven properties which are subject to leases accounted for as direct financing leases or loans as of December 31, 2025 and 2024, respectively.

(2) Properties secure 28 and 25 mortgage loans receivable as of December 31, 2025 and 2024, respectively.

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(Dollars amounts in thousands) 2025 2024

Ownership type Fee Interest

Ownership type (1)

Number of properties 255 264

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Sales of investments in real estate ( 51 ) ( 120,809 )

Relinquishment of properties at end of ground lease term ( 2 ) ( 1,543 )

Provisions for impairment of real estate (1)

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Sales of investments in real estate ( 60 ) ( 132,951 )

Relinquishment of properties at end of ground lease term ( 3 ) ( 1,471 )

Provisions for impairment of real estate (3)

Investments in loans receivable 33 138,464

Investments in loans and direct financing lease receivables 15 97,868

Principal collections on and settlements of loans and direct financing lease receivables ( 14 ) ( 48,503 )

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_____________________________________________

(1) During the year ended December 31, 2022, the Company identified and recorded provisions for impairment at nine tenanted properties and four vacant properties .

(1) During the year ended December 31, 2023, the Company identified and recorded provisions for impairment at six tenanted properties and two vacant properties.

(2) During the year ended December 31, 2024, the Company identified and recorded provisions for impairment at 17 tenanted properties and five vacant properties.

(3) During the year ended December 31, 2025, the Company identified and recorded provisions for impairment at 12 tenanted properties and two vacant properties.

(4) Includes $ 556.7 million of accumulated depreciation as of December 31, 2025.

Loans and Direct Financing Lease Receivables

As of December 31, 2024 and 2023, the Company had 25 and 20 mortgage loans receivable outstanding, respectively, and three and two leases accounted for as loans, respectively, with an aggregate carrying amount of $ 351.6 million and $ 223.1 million, respectively.

As of December 31, 2025 and 2024, the Company had 28 and 25 mortgage loans receivable outstanding, respectively, and three leases accounted for as loans with an aggregate carrying amount of $ 398.0 million and $ 351.6 million, respectively.

The maximum amount of loss due to credit risk is the Company's current principal balance of $ 398.0 million as of December 31, 2025.

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I/O 1 8.54 % 8.50 % 2026 1,525 1,525

Mortgage I/O — 7.00 % 7.00 % 2024 — 500

Mortgage (2)(3)

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I/O 6 9.58 % 8.25 % 2044 23,649 6,400

P+l 1 7.50 % 7.50 % 2028 1,550 —

I/O 1 9.72 % 8.00 % 2045 19,950 —

I/O 2 10.93 % 9.00 % 2045 13,000 —

I/O 1 8.06 % 7.25 % 2040 8,276 —

I/O 5 9.92 % 9.25 % 2040 13,650 —

I/O 1 9.54 % 8.25 % 2045 3,692 —

Leasehold interest P+I 1 (4) (4) 2034 794 862

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Some of the Company’s leases provide that in the event the Company wishes to sell the property subject to that lease, it first must offer the lessee the right to purchase the property on the same terms and conditions as any offer which it intends to accept for the sale of the property.

Scheduled future minimum base rental and interest payments due to be received under the remaining non-cancelable term of operating leases and direct financing lease receivables in place as of December 31, 2024, and to be received under loans receivable through their scheduled maturity dates as of December 31, 2024 were as follows:

(in thousands) Future Minimum Base

Rental Receipts

Scheduled future minimum base rent due to be received under the remaining non-cancelable term of operating leases in place as of December 31, 2025 were as follows:

(in thousands) Future Minimum Base Rental Receipts

2026 $ 526,284

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Total $ 9,027,878

_____________________________________

(1) Includes interest payments from loans receivable and base rental payments from direct financing lease receivables of $ 29.2 million for 2025, $ 28.8 million for 2026, $ 28.0 million for 2027, $ 28.1 million for 2028, $ 28.5 million for 2029 and $ 289.4 million for years thereafter.

Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum base rental payments to be received during the initial non-cancelable lease term only.

In addition, the future minimum lease payments exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to performance thresholds and exclude increases in annual rent based on future changes in the Consumer Price Index, among other items.

In addition, the future minimum lease payments exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to gross sales thresholds and exclude increases in annual rent based on future changes in the Consumer Price Index, among other items.

The fixed and variable components of lease revenues for the years ended December 31, 2025, 2024, and 2023 were as follows:

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450,000 450,000 4.77 % 5.62 %

Senior unsecured notes July 2031 400,000 400,000 3.0 % 3.0 %

Senior unsecured notes:

2031 Notes July 2031 400,000 400,000 2.95 % 2.95 %

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

Revolving Credit Facility February 2030 (2)

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

(2) Any amounts drawn will be due in February 2026.

(2) Any amounts drawn will be due in February 2030, after giving effect to extension options exercisable at the Operating Partnership's election.

The Company was not in default of any provisions under any of its outstanding indebtedness as of December 31, 2025 or 2024.

Revolving Credit Facility and Credit Facility Term Loans

Revolving Credit Facility and 2024 Term Loan.

In April 2019, the Company, through the Operating Partnership, entered into an amended and restated credit agreement (the “Amended Credit Agreement”) with a group of lenders, amending and restating the terms of the Company’s previous $ 300.0 million revolving credit facility to increase the maximum aggregate initial original principal amount of the revolving loans available thereunder up to $ 400.0 million (the “Revolving Credit Facility”) and to permit the incurrence of an additional $ 200.0 million in term loans thereunder (the “2024 Term Loan”).

The full amount available under the 2024 Term Loan was borrowed in May 2019.

In February 2022, the Company entered into an amendment to the Amended Credit Agreement (as so amended, the "Credit Agreement") and, pursuant to such amendment, among other things, the availability of extensions of credit under the Revolving Credit Facility was increased to $ 600.0 million, the accordion feature was increased to $ 600.0 million, the borrowing base limitation on borrowings thereunder was removed, the leverage-based margin applicable to borrowings under the Revolving Credit Facility was reduced, the LIBOR reference rate was replaced with reference to the Adjusted Term SOFR rate, consistent with market practice, and the composition and extent of lender participation under the Revolving Credit Facility was changed.

During the year ended December 31, 2022, in connection with this amendment, the Company recorded a $ 0.1 million loss on debt extinguishment related to the write-off of certain deferred financing costs on the Revolving Credit Facility.

Prior to the February 2022 amendment, the Revolving Credit Facility had a term of four years beginning on April 12, 2019, with an extension option of up to six months exercisable by the Operating Partnership, subject to certain conditions, and the 2024 Term Loan was set to mature on April 12, 2024.

The loans under each of the Revolving Credit Facility and the 2024 Term Loan initially bore interest at an annual rate of applicable LIBOR plus the applicable margin (which applicable margin varied between the Revolving Credit Facility and the 2024 Term Loan).

The applicable LIBOR was the 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.

The Revolving Credit Facility matures on February 10, 2026, with two extension options of six months each, exercisable by the Operating Partnership subject to the satisfaction of certain conditions.

The loans under each of the Revolving Credit Facility and the 2024 Term Loan 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 2024 Term Loan).

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

Revolving Credit Facility.

In February 2025, the Company, through the Operating Partnership, entered into an amended and restated credit agreement (the “Amended Credit Agreement”) with a group of lenders, amending and restating the terms of the Company’s previous credit facility (the "Prior Credit Agreement") to, among other things, increase the maximum aggregate initial original principal amount of the revolving loans available thereunder from $ 600.0 million to $ 1.0 billion (the “Revolving Credit Facility”).

The Revolving Credit Facility matures in February 2029, with two extension options of six months each, exercisable by the Operating Partnership, subject to the satisfaction of certain conditions.

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

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

In addition, the Operating Partnership is required to pay a revolving facility fee throughout the term of the Revolving Credit Facility.

The applicable margin and the revolving facility fee rate are initially a spread and rate, as applicable, set according to a leverage-based pricing grid.

At the Operating Partnership's election, on and after receipt of an investment grade corporate credit

rating from S&P, Moody's or Fitch, the applicable margin and the revolving facility fee rate will be a spread and rate, as applicable, set according to the credit ratings provided by S&P, Moody's and/or Fitch.

Credit Facility Term Loans.

The Amended Credit Facility also provides for three separate term loans, as further described below, with an aggregate principal amount of $ 1.3 billion (the "CF Term Loans").

Under the Prior Credit Agreement, the Company was also party to a $ 200.0 million term loan which was borrowed in 2019 and repaid in full in August 2023.

2028 Term Loan.

In July 2022, the Credit Agreement was further amended to provide for an additional $ 400.0 million of second tranche term loans (the “2028 Term Loan”).

Loans under the 2028 Term Loan in an aggregate principal amount of $ 250.0 million were drawn in July 2022, concurrently with the closing of such amendment, and the remaining $ 150.0 million was drawn in October 2022.

Such amendment also amended the applicable margin grid such that the applicable pricing for all borrowings under the Credit Agreement is based on the credit rating of the Company’s long-term senior unsecured non-credit enhanced debt for borrowed money (and, specific to borrowings under the Revolving Credit Facility and 2028 Term Loan only, 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 from S&P, Moody's and/or Fitch).

In July 2022, the Prior Credit Agreement was amended to provide for $ 400.0 million of second tranche term loans (the “2028 Term Loan”).

Loans under the 2028 Term Loan in an aggregate principal amount of $ 400.0 million were drawn in 2022 and the 2028 Term Loan matures in January 2028.

2029 Term Loan.

In August 2023, the Credit Agreement was further amended to provide for an additional $ 450.0 million of term loans (the "2029 Term Loan").

Concurrently with the closing of such amendment, loans under the 2029 Term Loan in an aggregate principal amount of $ 250.0 million were drawn, a portion of which was used to pay off the 2024 Term Loan in full.

Amounts previously borrowed and repaid under the 2024 Term Loan cannot be reborrowed.

The Company accounted for the repayment of the 2024 Term Loan as a debt extinguishment and recorded a $ 0.1 million loss on debt extinguishment during the year ended December 31, 2023.

Additional loans under the 2029 Term Loan were drawn in an aggregate principal amount of $ 125.0 million in September 2023 and $ 75.0 million in October 2023, pursuant to a delayed funding feature.

The 2029 Term Loan has an original maturity of three years , which may be extended, at the Operating Partnership's election, to February 2029 by exercising two one-year extension options and a six-month extension option.

The 2029 Term Loan bears interest at an annual rate of applicable Adjusted Term SOFR plus an applicable margin.

In August 2023, the Prior Credit Agreement was amended to provide for an additional $ 450.0 million of term loans (the "2029 Term Loan").

Loans under the 2029 Term Loan in an aggregate principal amount of $ 450.0 million were drawn in 2023.

2030 Term Loan .

In July 2024, the Credit Agreement was further amended to provide for an additional $ 450.0 million of term loans (the "2030 Term Loan") and reset the accordion feature to $ 500.0 million.

Concurrently with the closing of such amendment, loans under the 2030 Term Loan in an aggregate principal amount of $ 320.0 million were drawn, a portion of which was used to pay off the outstanding balance on the Revolving Credit Facility.

Additional loans under the 2030 Term Loan were drawn in an aggregate principal amount of $ 130.0 million in August 2024, pursuant to a delayed funding feature.

The 2030 Term Loan has an original maturity of three years , which may be extended, at the Operating Partnership's election, to January 2030 by exercising two one-year extension options and a six-month extension option.

The 2030 Term Loan bears interest at an annual rate of applicable Adjusted Term SOFR plus an applicable margin.

Each of the Revolving Credit Facility, the 2028 Term Loan, the 2029 Term Loan and the 2030 Term Loan is freely pre-payable at any time.

In July 2024, the Prior Credit Agreement was further amended to provide for an additional $ 450.0 million of term loans (the "2030 Term Loan").

Loans under the 2030 Term Loan in an aggregate principal amount of $ 450.0 million were drawn in 2024.

The CF Term Loans bear interest at an annual rate of applicable Adjusted Term SOFR plus an applicable margin.

Each of the Revolving Credit Facility and the CF Term Loans is freely pre-payable at any time.

Outstanding credit extensions under the Revolving Credit Facility are mandatorily payable if the amount of such credit extensions exceeds the revolving facility limit.

The Operating Partnership may re-borrow amounts paid down on the Revolving Credit Facility prior to its maturity.

Loans repaid under the 2028 Term Loan, 2029 Term Loan and 2030 Term Loan cannot be reborrowed.

The Operating Partnership is the borrower under the Credit Agreement, and the Company and certain of its subsidiaries that own direct or indirect interests in an eligible real property assets are guarantors under the Credit Agreement.

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

The Company was in compliance with all financial covenants and was not in default on any provisions under the Credit Agreement as of December 31, 2024 and 2023.

The Operating Partnership may re-borrow amounts paid down on the Revolving Credit Facility prior to its maturity, but any loans repaid under the CF Term Loans cannot be reborrowed.

The Operating Partnership is the borrower under the Amended Credit Agreement, and the Company and certain of its subsidiaries that own direct or indirect interests in an eligible real property assets are guarantors under the Amended Credit Agreement.

Under the terms of the Amended Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios.

The Company was in compliance with all financial covenants and was not in default of any provisions under the Amended Credit Agreement as of December 31, 2025 and 2024.

The following table presents information about borrowings and repayments under the Revolving Credit Facility for the periods presented:

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Total deferred financing costs, net, of $ 6.7 million and $ 1.3 million related to the Revolving Credit Facility are included within rent receivables, prepaid expenses and other assets, net on the Company’s consolidated balance sheets as of December 31, 2025 and 2024, respectively.

As of December 31, 2024 and 2023, the Company had $ 600.0 million of unused borrowing capacity under the Revolving Credit Facility.

As of December 31, 2025 and 2024, the Company had $ 1.0 billion and $ 600.0 million, respectively, of unused borrowing capacity under the Revolving Credit Facility.

2027 Term Loan

On November 26, 2019, the Company, through the Operating Partnership, entered into a $ 430 million term loan (the “2027 Term Loan”) with a group of lenders.

The 2027 Term Loan provides for term loans to be drawn up to an aggregate amount of $ 430 million with an initial maturity of November 26, 2026.

The Company borrowed the entire $ 430.0 million available under the 2027 Term Loan in separate draws in December 2019 and March 2020.

In February 2022, the Company entered into an amendment to the 2027 Term Loan to, among other things, reduce the leverage-based margin applicable to borrowings, extend the maturity date of the 2027 Term Loan to February 18, 2027, replace the LIBOR reference rate with reference to the Adjusted Term SOFR rate, consistent with market practice, and change the composition and extent of lender participation under the 2027 Term Loan.

During the year ended December 31, 2022, in connection with this amendment, the Company recorded a $ 2.1 million loss on debt extinguishment related to fees and the write-off of certain deferred financing costs on the 2027 Term Loan.

In August 2022, the Company entered into an amendment to the 2027 Term Loan to make certain changes to provisions relating to the rates and other matters to reflect changes in market standards.

Prior to its amendment in February 2022, borrowings under the 2027 Term Loan bore interest at an annual rate of applicable LIBOR plus the applicable margin.

Following this amendment, the 2027 Term Loan bears interest at an annual rate of applicable Adjusted Term SOFR plus the applicable margin.

The applicable LIBOR/Adjusted Term SOFR is the 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.

The Company, through the Operating Partnership, is party to a $ 430.0 million term loan (the “2027 Term Loan”) that matures in February 2027.

The Company borrowed the entire $ 430.0 million available under the 2027 Term Loan in separate draws in 2019 and 2020.

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

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

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

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The Operating Partnership is the borrower under the 2027 Term Loan, and the Company and certain of its subsidiaries that own direct or indirect interests in eligible real property assets are guarantors under the facility.

Under the terms of the 2027 Term Loan, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios and secured borrowing ratios and a minimum level of tangible net worth.

Under the terms of the 2027 Term Loan, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios, secured borrowing ratios and a minimum level of tangible net worth.

The Company was in compliance with all financial covenants and was not in default of any provisions under the 2027 Term Loan as of December 31, 2025 and 2024.

The following table presents information about aggregate interest expense related to the 2024 Term Loan, 2027 Term Loan, 2028 Term Loan, 2029 Term Loan and 2030 Term Loan:

The following table presents information about aggregate interest expense related to the 2027 Term Loan and the CF Term Loans:

Year ended December 31,

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Total $ 95,244 $ 95,555 $ 68,199

As of December 31, 2024 and 2023, total deferred financing costs, net, of $ 8.9 million and $ 7.2 million, respectively, related to the term loan facilities are included as a component of unsecured term loans, net of deferred financing costs on the Company’s consolidated balance sheets.

As of December 31, 2025 and 2024, total deferred financing costs, net, of $ 5.0 million and $ 8.9 million, respectively, related to the 2027 Term Loan and the CF Term Loans are included as a component of unsecured term loans, net of deferred financing costs on the Company’s consolidated balance sheets.

The Company fixed the interest rates on its variable-rate term loan debt through the use of interest rate swap agreements.

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In June 2021, through its Operating Partnership, the Company completed a public offering of $ 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 2031 Notes were issued at 99.8 % of their principal amount.

In connection with the offering of the 2031 Notes, the Operating Partnership incurred $ 4.7 million in deferred financing costs and an offering discount of $ 0.8 million.

The following is a summary of the senior unsecured notes outstanding as of December 31, 2024 and 2023:

In August 2025, through its Operating Partnership, the Company completed a public offering of $ 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 2035 Notes were issued at 98.3 % of their principal amount.

In connection with the offering of the 2035 Notes, the Operating Partnership incurred $ 3.9 million in deferred financing costs and an offering discount of $ 6.7 million.

The following is a summary of the senior unsecured notes outstanding as of December 31, 2025:

(dollars in thousands)

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July 15, 2031 January 15 and July 15 2.95 % $ 400,000

The Company's senior unsecured notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership's option, at a redemption price equal to the sum of:

• 100 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date;

• a make-whole premium calculated in accordance with the indenture governing the notes.

In addition, if any of the 2031 Notes are redeemed on or after April 15, 2031 (three months prior to the stated maturity date of such notes), the redemption price will equal 100 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date, without any make-whole premium.

The following table presents information about interest expense related to the Company's senior unsecured notes for the periods presented:

2035 Notes December 1, 2035 June 1 and December 1 5.40 % 400,000

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 Senior Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership's option, at a redemption price equal to the sum of:

• 100 % of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date;

• a make-whole premium calculated in accordance with the indenture governing the Senior Notes.

In addition, if any of the Senior Notes are redeemed on or after the date that is three months prior to the stated maturity date of such Senior Notes, the redemption price will equal 100 % of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date, without any make-whole premium.

The following table presents information about interest expense related to the Company's Senior Notes for the periods presented:

Year ended December 31,

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Total $ 20,249 $ 12,273 $ 12,273

Total deferred financing costs, net, of $ 3.1 million and $ 3.6 million related to the Company's senior unsecured notes were included within senior unsecured notes, net on the Company's consolidated balance sheets as of December 31, 2024 and 2023, respectively.

The Company was in compliance with all financial covenants and was not in default of any provisions under the 2031 Notes as of December 31, 2024 and 2023.

Total deferred financing costs, net, of $ 6.4 million and $ 3.1 million related to the Senior Notes were included within senior unsecured notes, net on the Company's consolidated balance sheets as of December 31, 2025 and 2024, respectively.

The Company was in compliance with all financial covenants and was not in default of any provisions under the Senior Notes as of December 31, 2025 and 2024.

Derivative and Hedging Activities

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The amounts recorded in accumulated other comprehensive income (loss) will subsequently be reclassified to interest expense as interest payments are made on the Company's borrowings under its variable-rate term loan facilities.

During the next twelve months, the Company estimates that $ 15.2 million will be reclassified from accumulated other comprehensive income as a decrease to interest expense.

During the next twelve months, the Company estimates that $ 11.6 million will be reclassified from accumulated other comprehensive (loss) income as an increase to interest expense.

The Company does not have netting arrangements related to its derivatives.

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To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships.

The Company does not anticipate that any of the counterparties will fail to meet their obligations.

The Company does not anticipate that any of the counterparties will fail to meet their obligations to the Company.

As of December 31, 2025 and 2024, there were no events of default related to the Company's derivative financial instruments.

The following table summarizes the notional amount at inception and fair value of these instruments on the Company's consolidated balance sheets, all of which are interest rates swaps designated as hedges, as of December 31, 2024 and 2023 (dollar amounts in thousands):

The following table summarizes the notional amount at inception and fair value of these instruments on the Company's consolidated balance sheets, all of which are interest rates swaps designated as cash flow hedges, as of December 31, 2025 and 2024 (dollar amounts in thousands):

Fair Value of Asset/(Liability) (2)

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_____________________________________

(1) Notional value indicates the extent of the Company’s involvement in these instruments, but does not represent exposure to credit, interest rate or market risks.

(2) Derivatives in an asset position are included within derivative assets and derivatives in a liability position are included within derivative liabilities in the Company's consolidated balance sheets.

(1) Aggregate notional value indicates the extent of the Company's involvement in these instruments, but does not represent exposure to credit, interest rate or market risks.

(2) Derivatives in an asset position are included within derivative assets and derivatives in a liability position are included within derivative liabilities on the Company's consolidated balance sheets.

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

The following table presents amounts recorded to accumulated other comprehensive income (loss) related to derivative and hedging activities for the periods presented:

The following table presents amounts recorded to accumulated other comprehensive (loss)income related to derivative and hedging activities for the periods presented:

Year ended December 31,

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As of December 31, 2024, the fair value of derivatives in a net asset position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements, was $ 27.8 million and the fair value of derivatives in a net liability position, including accrued interest but excluding an adjustment for nonperformance risk related to these agreements, was $ 7.7 million.

During the years ended December 31, 2024 and 2023, the Company realized a gain on the change in fair value of its interest rate swaps of $ 29.3 million and $ 27.7 million, respectively, which are included as a reduction of interest expense in the Company's consolidated statements of operations.

During the year ended December 31, 2022, the Company realized a loss on the change in fair value of its interest rate swaps of approximately $ 26,000 , which was included in interest expense in the Company's consolidated statements of operations.

As of December 31, 2024 and December 31, 2023, the Company had not posted any collateral related to these agreements and was not in breach of any provisions of such agreements.

If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value, which were a $ 20.1 million net asset and a $ 7.7 million net asset as of December 31, 2024 and 2023, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Company realized a gain on the change in fair value of its interest rate swaps of $ 15.6 million, $ 29.3 million and $ 27.7 million, respectively, which are included as a reduction of interest expense in the Company's consolidated statements of operations.

As of December 31, 2025 and 2024, the Company had not posted any collateral related to these agreements and was not in breach of any provisions of such agreements.

If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value, which were a $ 18.5 million net liability and a $ 20.1 million net asset as of December 31, 2025 and 2024, respectively.

Stockholders' Equity

In August 2022, the Company completed a follow-on primary offering of 8,740,000 shares of its common stock, including the full exercise of the underwriters' option to purchase up to 1,140,000 additional shares of common stock, at a public offering price of $ 23.00 per share.

Net proceeds from this follow-on offering, after deducting underwriting discounts and commissions and other expenses, were $ 192.6 million.

In February 2023, the Company completed a follow-on primary offering of 8,855,000 shares of its common stock, including the full exercise of the underwriters' option to purchase up to 1,155,000 additional shares of common stock, at a public offering price of $ 24.60 per share, and entered into forward sale agreements relating to all such shares.

In February 2023, the Company completed a follow-on primary public offering of 8,855,000 shares of its common stock, including the full exercise of the underwriters' option to purchase up to 1,155,000 additional shares of common stock, at a public offering price of $ 24.60 per share, and entered into forward sale agreements relating to all such shares.

All of these forward sale agreements were physically settled as of May 2023 and the Company realized net proceeds from this offering, after deducting underwriting discounts and commissions and other expenses, of $ 209.3 million.

In September 2023, the Company completed a follow-on primary offering of 12,006,000 shares of its common stock, including the full exercise of the underwriters' option to purchase up to 1,566,000 additional shares of common stock, at a public offering price of $ 23.00 per share, and entered into forward sale agreements relating to all such shares.

In September 2023, the Company completed a follow-on primary public offering of 12,006,000 shares of its common stock, including the full exercise of the underwriters' option to purchase up to 1,566,000 additional shares of common stock, at a public offering price of $ 23.00 per share, and entered into forward sale agreements relating to all such shares.

All of these forward sale agreements were physically settled as of March 2024 and the Company realized net proceeds from this offering, after deducting underwriting discounts and commissions and other expenses, of $ 263.4 million.

In March 2024, the Company completed a follow-on primary offering of 10,350,000 shares of its common stock, including the full exercise of the underwriters' option to purchase up to 1,350,000 additional shares of common stock, at a public offering price of $ 24.75 per share, and entered into forward sale agreements relating to all such shares.

In March 2024, the Company completed a follow-on primary public offering of 10,350,000 shares of its common stock, including the full exercise of the underwriters' option to purchase up to 1,350,000 additional shares of common stock, at a public offering price of $ 24.75 per share, and entered into forward sale agreements relating to all such shares.

All of these forward sale agreements were physically settled as of December 2024 and the Company realized net proceeds from this offering, after deducting underwriting discounts and commissions and other expenses, of $ 245.0 million.

In March 2025, the Company completed a follow-on primary public offering of 9,430,000 shares of its common stock, including the full exercise of the underwriters' option to purchase up to 1,230,000 additional shares of common stock, at a public offering price of $ 31.00 per share, and entered into forward sale agreements relating to all such shares.

Through December 31, 2025, the Company physically settled 4,715,000 shares under the forward sale agreements relating to this offering, realizing net proceeds of $ 143.7 million.

Including shares physically settled to date and assuming full physical settlement of the remaining forward sale agreements, net proceeds from this offering, after deducting underwriting discounts and commissions and other expenses and making certain other adjustments as provided in the forward sale agreements, are expected to be $ 285.6 million.

The Company is required to settle these forward sale agreements by September 2026.

At the Market Program

In May 2022, the Company established a new at the market common equity offering program, pursuant to which it could publicly offer and sell, from time to time, shares of its common stock with an aggregate gross sales price of up to $ 500 million (the "2022 ATM Program") through the identified sales agents, as its sales agents or, if applicable, as forward sellers, or directly to such agents as principals.

In addition to the issuance and sale by the Company of shares to or through the agents, the 2022 ATM Program also permitted the Company to enter into separate forward sale agreements with the identified forward purchasers.

In June 2024, the Company established a new at the market common equity offering program, pursuant to which it could publicly offer and sell, from time to time, shares of its common stock with an aggregate gross sales price of up to $ 500 million (the "June 2024 ATM Program") through the identified sales agents, as its sales agents or, if applicable, as forward sellers, or directly to such agents as principals.

In addition to the issuance and sale by the Company of shares to or through the agents, the June 2024 ATM Program also permitted the Company to enter into separate forward sale agreements with the identified forward purchasers.

In connection with establishing the June 2024 ATM Program, the Company terminated the 2022 ATM Program and no additional stock can be sold thereunder.

In October 2024, the Company established a new at the market common equity offering program, pursuant to which it could publicly offer and sell, from time to time, shares of its common stock with an aggregate gross sales price of up to $ 750 million (the "October 2024 ATM Program") through the identified sales agents, as its sales agents or, if applicable, as forward sellers, or directly to such agents as principals.

In addition to the issuance and sale by the Company of shares to or through the agents, the October 2024 ATM Program also permitted the Company to enter into separate forward sale agreements with the identified forward purchasers.

In connection with establishing the October 2024 ATM Program, the Company terminated the June 2024 ATM Program and no additional stock can be sold thereunder.

As context requires, the October 2024 ATM Program, the June 2024 ATM Program, the 2022 ATM Program and prior ATM programs are referred herein as the "ATM Programs."

In October 2024, the Company established a successor at the market common equity offering program, pursuant to which it is authorized to publicly offer and sell, from time to time, shares of its common stock with an aggregate gross sales price of up to $ 750 million (as amended, the "October 2024 ATM Program").

In connection with establishing the October 2024 ATM Program, the Company terminated its June 2024 ATM Program (the "June 2024 ATM Program"), which had replaced the Company’s 2022 ATM Program (the “2022 ATM Program”).

The June 2024 ATM Program and the 2022 ATM Program have been terminated and no additional stock can be sold thereunder.

As context requires, the October 2024 ATM Program, the June 2024 ATM Program and the 2022 ATM Program are referred herein as the "ATM Programs." Sales may be made under the October 2024 ATM Program and, during their pendency the prior ATM programs, through identified sales agents, as sales agents or, if applicable, as forward sellers, or directly to such agents as principals.

In addition to the issuance and sale by the Company of shares to or through the agents, the October 2024 ATM Program and, during their pendency the prior

ATM programs, also permitted the Company to enter into separate forward sale agreements with identified forward purchasers.

The following table presents information about the ATM Programs (dollar amounts in thousands):

Program Name Date Established Date Terminated Maximum Sales Authorization Gross Sales through December 31, 2025

2021 ATM Program July 2021 May 2022 $ 350,000 $ 348,140

2022 ATM Program (1)

May 2022 June 2024 $ 500,000 $ 383,426

June 2024 ATM Program (1)

June 2024 October 2024 $ 500,000 $ 339,992

2022 ATM Program May 2022 June 2024 $ 500,000 $ 383,426

June 2024 ATM Program June 2024 October 2024 $ 500,000 $ 339,992

October 2024 ATM Program (1)

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_____________________________________

(1) Includes 4,027,834 shares from the 2022 ATM Program, 6,704,172 shares from the June 2024 ATM Program and 2,387,104 shares from the October 2024 ATM Program that the Company sold on a forward basis and were not physically settled as of December 31, 2024.

(1) Includes 6,185,920 shares under the October 2024 ATM Program that the Company sold on a forward basis and were not physically settled as of December 31, 2025.

The following table details information related to activity under the ATM Program for each period presented:

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_____________________________________

(1) Includes 13,119,110 shares that the Company sold on a forward basis during the year ended December 31, 2024 and were not physically settled as of December 31, 2024.

(2) During the year ended December 31, 2024, the Company issued an additional 1,937,450 shares of common stock which were previously sold on a forward basis under the ATM Program and were unsettled as of December 31, 2023.

(1) Includes 6,185,920 shares of common stock that the Company sold on a forward basis during the year ended December 31, 2025 and were not physically settled as of December 31, 2025.

(2) During the years ended December 31, 2025 and 2024, the Company issued 13,119,110 and 1,937,450 shares of common stock, respectively, which were previously sold on a forward basis under the ATM Programs and were unsettled as of December 31, 2024 and 2023, respectively.

Dividends on Common Stock

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September 5, 2024 September 30, 2024 October 11, 2024 $ 0.29 $ 50,964

June 9, 2023 June 30, 2023 July 14, 2023 $ 0.28 $ 43,551

May 31, 2024 June 28, 2024 July 12, 2024 $ 0.29 $ 50,965

March 7, 2024 March 29, 2024 April 12, 2024 $ 0.285 $ 50,079

November 30, 2022 December 30, 2022 January 13, 2023 $ 0.275 $ 39,246

December 1, 2023 December 29, 2023 January 12, 2024 $ 0.285 $ 47,024

September 7, 2023 September 29, 2023 October 13, 2023 $ 0.28 $ 43,788

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The Company contributes the net proceeds from issuing shares of common stock to the Operating Partnership in exchange for a number of OP Units equal to the number of shares of common stock issued.

OP Units ("OP Units") are limited partnership interests in the Operating Partnership.

As of December 31, 2025, the Company held 209,702,433 OP Units, representing a 99.7 % limited partner interest in the Operating Partnership.

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2018 Incentive Plan (the “2018 Equity Incentive Plan” and, collectively with the 2023 Equity Incentive Plan, the “Equity Incentive Plans”).

The 2023 Equity Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, RSAs, RSUs, other stock awards, performance awards and LTIP units up to an aggregate of 4,300,808 shares of the Company’s common stock, subject to certain conditions.

The 2023 Equity Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSUs, other stock awards, performance awards and LTIP Units up to an aggregate of 4,300,808 shares of the Company’s common stock, subject to certain conditions.

Officers, employees, non-employee directors, consultants, independent contractors and agents who provide services to the Company or to any subsidiary of the Company are eligible to receive such awards.

All subsequent awards of equity will be granted under the 2023 Equity Incentive Plan, and no further awards will be made under the 2018 Equity Incentive Plan.

The following table presents information about the Company's RSAs and RSUs during the years ended December 31, 2024, 2023 and 2022:

The following table presents information about the Company's RSAs, RSUs and LTIP Units during the years ended December 31, 2025, 2024 and 2023:

Restricted Stock Awards

Restricted Stock Units

Restricted Stock Units LTIP Units

Grant Date Fair Value Units Wtd.

Grant Date Fair Value Shares Wtd.

Grant Date Fair Value

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Fair value of shares vested during the period — — 128

Restricted Stock Units

In 2019, 2020, 2021, 2022, 2023 and 2024, the Company issued grants of 119,085 , 84,684 , 126,353 , 149,699 , 147,587 and 149,936 performance-based RSUs at target, respectively, to the Company’s senior management team under the Equity Incentive Plans.

Of these awards, 75 %, in the case of awards issued in 2019, 2020, 2021, 2022, and 2023, and 100 %, in the case of awards issued in 2024, are non-vested RSUs for which vesting percentages and the ultimate number of units vesting is calculated based on the total stockholder return (“TSR”) of the Company’s common stock as compared to the TSR of peer companies identified in the grant agreements over the relevant performance period.

Restricted Stock Units and LTIP Units

Performance-Based Awards .

The Company issues grants of performance-based RSUs and LTIP Units to the Company’s senior management team under the Equity Incentive Plans.

Of these awards, 75 %, in the case of performance-based RSU awards issued in 2020, 2021, 2022, and 2023, and 100 %, in the case of awards issued subsequent to 2023, are non-vested RSUs or LTIP Units for which vesting percentages and the ultimate number of units vesting is calculated based on the total stockholder return (“TSR”) of the Company’s common stock as compared to the TSR of peer companies identified in the grant agreements over the relevant performance period.

The payout schedule can produce vesting percentages ranging from 0 % to 250 % of target.

TSR is calculated over the performance period for each award based upon the average closing price for the 20 -trading day period ending December 31st of the year prior to grant divided by the average closing price for the 20 -trading day period ending December 31st of the third year following the grant.

December 31st of the third year following the grant.

The target number of units is based on achieving a TSR equal to the 50 th percentile of the peer group.

The Company records expense on these TSR RSUs based on achieving the target.

The grant date fair value of the TSR RSUs was measured using a Monte Carlo simulation model based on the following assumptions:

The Company records expense on these TSR RSUs and LTIP Units based on achieving the target.

The following table summarizes the Company’s performance-based RSU and LTIP Unit grants at target during the relevant periods:

2025 2024 2023 2022 2021 2020

Performance-based RSU grants 6,840 149,936 147,587 149,699 126,353 84,684

Performance-based LTIP Unit grants 133,191 — — — — —

Total performance-based grants 140,031 149,936 147,587 149,699 126,353 84,684

The grant date fair values of the TSR RSUs and LTIP Units were measured using a Monte Carlo simulation model based on the following assumptions:

2025 2024 2023

Volatility 24 %

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The remaining 25 % of these performance-based RSUs issued in 2020, 2021, 2022 and 2023 vest based on the Compensation Committee's subjective evaluation of the individual recipient’s achievement of certain strategic objectives over the relevant performance period of the award.

In January 2022, February 2023 and February 2024, the Compensation Committee identified specific performance targets and completed its subjective evaluation in relation to the performance-based RSUs issued in 2019, 2020 and 2021 and concluded that 78,801 , 50,598 and 63,448 RSUs, respectively, should be awarded.

In February 2023, 2024 and 2025, the Compensation Committee identified specific performance targets and completed its subjective evaluation in relation to the performance-based RSUs issued in 2020, 2021 and 2022 and concluded that 50,598 , 63,448 and 85,114 RSUs, respectively, should be awarded.

50 % of these RSUs vested immediately upon the Compensation Committee's certification and the remaining 50 % vested or will vest on the December 31st following the Compensation Committee's certification, subject to the recipient's continued provision of service to the Company through such date.

The Company began recording compensation expense with respect to these subjective performance-based RSUs granted in 2019, 2020 and 2021 after the completion of the Compensation Committee's subjective evaluation.

The Company began recording compensation expense with respect to these subjective performance-based RSUs granted in 2020, 2021 and 2022 after each respective completion of the Compensation Committee's subjective evaluation.

In April 2023, the Compensation Committee evaluated and awarded 11,334 subjective performance-based RSUs to a former member of the Company's senior management team, which vested immediately.

During the year ended December 31, 2023, the Company recorded $ 0.3 million of compensation expense related to the subjective RSUs awarded to this former employee.

As of December 31, 2024, the Compensation Committee had not identified specific performance targets relating to the individual recipients' achievement of strategic objectives for the remainder of the subjective awards granted in 2022 and 2023.

As such, these awards do not have either a service inception or a grant date for GAAP accounting purposes and the Company recorded no compensation expense with respect to this portion of these performance-based RSUs during the years ended December 31, 2024, 2023 and 2022.

In 2020, 2021, 2022, 2023 and 2024, the Company issued an aggregate of 184,760 , 135,686 , 199,793 , 210,406 and 179,187 RSUs, respectively, to the Company’s executive officers, other employees and directors under

the Equity Incentive Plan.

These awards vest over a period of up to five years from the date of grant, subject to the individual recipient’s continued provision of service to the Company through the applicable vesting dates.

As of December 31, 2025, the Compensation Committee had not identified specific performance targets relating to the individual recipients' achievement of strategic objectives for the subjective awards granted in 2023.

As such, these awards do not have either a service inception or a grant date for GAAP accounting purposes and the Company recorded no compensation expense with respect to this portion of the performance-based RSUs during the years ended December 31, 2025, 2024 and 2023.

January 2022 Performance-Based Award .

In January 2022, the Company issued 69,372 performance-based RSUs (at target) to an executive officer under the Equity Incentive Plans.

These RSUs vest based on the compound annual growth rate of the Company's adjusted funds from operations ("AFFO CAGR") over a four year performance period, and the payout schedule can produce vesting percentages ranging from 0 % to 200 % of target.

These RSUs vest based on the compound annual growth rate of the Company’s adjusted funds from operations ("AFFO CAGR") over a four year performance period ended December 31, 2025, and the payout schedule can produce vesting percentages ranging from 0 % to 200 % of target.

To the extent the performance goal is achieved, these performance-based RSUs will vest in 50 % increments on each of the four-year and five-year anniversary of the grant date, subject to the recipient's continued provision of service to the Company through the applicable vesting dates.

As of December 31, 2024 and 2023, based on its AFFO CAGR forecasts, the Company believed it was probable that the maximum performance level will be achieved and recorded compensation expense based off of this estimate during the years ended December 31, 2024 and 2023.

During the year ended December 31, 2025, based on its actual AFFO CAGR performance, and during the years ended December 31, 2024 and 2023, based on its AFFO CAGR forecasts, the Company concluded that achievement of the maximum performance level was probable and recorded compensation expense based on these actual or estimated results.

Service-Based Awards.

The Company also issues RSUs and LTIP Units to the Company’s executive officers, other employees and directors under the Equity Incentive Plans which vest over a period of up to five years

from the date of grant, subject to the individual recipient’s continued provision of service to the Company through the applicable vesting dates.

The following table summarizes the Company’s service-based vesting RSU and LTIP Unit grants during the relevant periods:

2025 2024 2023 2022 2021 2020

RSU grants 102,892 179,187 210,406 199,793 135,686 184,760

LTIP Unit grants 88,792 — — — — —

Total grants 191,684 179,187 210,406 199,793 135,686 184,760

A portion of the RSUs that vested in 2025, 2024, and 2023 were net share settled such that the Company withheld shares with a value equal to the relevant employee's income and employment tax obligations with respect to the vesting and remitted a cash payment to the appropriate taxing authority.

The following table presents information about the Company's RSUs for the periods presented:

The following table presents information about the Company's RSUs and LTIP Units for the periods presented:

Year ended December 31,

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Compensation cost recognized in general and administrative expense $ 14,438 $ 10,829 $ 9,002

Dividend equivalents declared and charged directly to distributions in excess of cumulative earnings 472 407 366

Dividend equivalents and distributions declared and charged directly to distributions in excess of cumulative earnings 893 472 407

Fair value of units vested during the period 15,497 10,465 11,791

The following table presents information about the Company's RSUs as of the dates presented:

The following table presents information about the Company's RSUs and LTIP Units as of the dates presented:

(Dollars in thousands) 2025 2024

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The guidance requires the classification of the Company’s unvested restricted common stock and units, which contain rights to receive non-forfeitable dividends or dividend equivalents, as participating securities requiring the two-class method of computing net income per share.

Diluted net income per share of common stock further considers the effect of potentially dilutive shares of common stock outstanding during the period, including the assumed vesting of RSUs with a market-based or service-based vesting condition, where dilutive.

Diluted net income per share of common stock further considers the effect of potentially dilutive shares of common stock outstanding during the period, including the assumed vesting of RSUs and LTIP Units with a market-based or service-based vesting condition, where dilutive.

The OP Units held by non-controlling interests represent potentially dilutive securities as the OP Units may be redeemed for cash or, at the Company’s election, exchanged for shares of the Company’s common stock on a one -for-one basis.

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net income attributable to non-controlling interests ( 718 ) ( 634 ) ( 708 )

net income allocated to unvested RSAs and RSUs ( 472 ) ( 407 ) ( 374 )

net income allocated to unvested RSUs and LTIP Units ( 893 ) ( 472 ) ( 407 )

Net income available for common stockholders:

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OP Units 553,847 553,847 553,847

Unvested RSAs and RSUs 859,785 421,292 356,044

Unvested RSAs, RSUs and LTIP Units 926,380 859,785 421,292

Forward sales 523,304 1,846,111 405,980

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_____________________________________

(1) Excludes the impact of 7,051 , 179,807 and 171,059 unvested RSUs and unsettled forward equity sales for the years ended December 31, 2024, 2023 and 2022, respectively, as the effect would have been antidilutive.

(1) Excludes the impact of 197,321 , 7,051 and 179,807 unvested RSUs, unvested LTIP Units and unsettled forward equity sales for the years ended December 31, 2025, 2024 and 2023, respectively, as the effect would have been antidilutive.

Commitments and Contingencies

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The Company has employment agreements with certain of its executive officers.

These employment agreements have an initial term of approximately four years , with automatic one year extensions unless notice of non-renewal is provided by either party.

These employment agreements have an initial term of up to five years , with automatic one extensions unless notice of non-renewal is provided by either party.

These agreements provide for initial annual base salaries and an annual performance bonus.

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The Company believes the carrying value of its fixed-rate loans receivable approximates fair value as of December 31, 2025 and 2024.

The estimated fair values of the Company’s borrowings under the Revolving Credit Facility, the 2027 Term Loan, the 2028 Term Loan, the 2029 Term Loan and the 2030 Term Loan have been derived based on primarily unobservable market inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads.

The estimated fair values of the Company’s borrowings under the Revolving Credit Facility, the 2027 Term Loan and the CF Term Loans have been derived based on primarily unobservable market inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads.

These measurements are classified as Level 3 within the fair value hierarchy.

The Company believes the carrying value of its borrowings under the Revolving Credit Facility, the 2027 Term Loan, the 2028 Term Loan, and the 2029 Term Loan as of December 31, 2024 and 2023, and the carrying value of its borrowings under the 2030 Term Loan as of December 31, 2024, approximate fair value.

The Company measures the fair value of its senior unsecured notes and derivative financial instruments on a recurring basis.

The Company believes the carrying value of its borrowings under the Revolving Credit Facility, the 2027 Term Loan and the CF Term Loans as of December 31, 2025 and 2024 approximates fair value.

The Company measures the fair value of its Senior Notes and derivative financial instruments on a recurring basis.

The fair values of these financial assets and liabilities were determined using the following input levels as of the dates presented:

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Long-lived assets

Quick Service $ 1,870 Sales comparison approach Binding sales agreement $ 1,870

Casual Dining 2,100 Sales comparison approach Non-binding sales agreement 2,100

Pet Care Services 267 sales comparison approach Non-binding sales agreement 267

Family Dining 1,295 Discounted cash flow approach Terminal Value:

Discount Rate:

Family Dining 1,080 Discounted cash flow approach Terminal Value:

Entertainment 3,394 Discounted cash flow approach Terminal Value:

Discount Rate:

7 unchanged sentences

The Company has evaluated all events and transactions that occurred after December 31, 2025 through the filing of this Annual Report on Form 10-K and determined that there have been no events that have occurred that would require adjustment to disclosures in the consolidated financial statements except as disclosed below.

Credit Facility Amendment

In February 2025, the Company entered into an amendment to the Credit Agreement and, pursuant to such amendment, among other things, the availability of extensions of credit under the Revolving Credit Facility was increased to $ 1.0 billion, the accordion feature was increased to $ 1.0 billion and the Revolving Credit Facility's termination date was extended to February 2030, after giving effect to extension options exercisable at the Operating Partnership's election.

Subsequent Acquisition and Disposition Activity

1 unchanged sentence

In addition, the Company invested $ 20.2 million in mortgage loans receivable subsequent to December 31, 2025.

Subsequent to December 31, 2024, the Company sold its investment in seven real estate properties for an aggregate gross sales price of $ 19.7 million and incurred $ 0.8 million of disposition costs related to these transactions.

Subsequent to December 31, 2025, the Company sold its investment in one real estate property for an aggregate gross sales price of $ 3.3 million and incurred $ 0.2 million of disposition costs related to this transaction.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data