What changed in this filing

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Item 1. Financial Statements

2024-11-04 compared with 2024-08-06 · 188 added, 169 removed, 511 unchanged (41% of the section changed)

3 unchanged sentences

(Dollars in Thousands, Except Share and Per Share Data)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Real estate, at cost $ 1,214,288 $ 1,221,364

27 unchanged sentences

10,750,886 and 10,750,886 shares authorized;

and 7,052,334 and 7,052,334 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (3)

and 7,052,334 and 7,052,334 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively (3)

$ 170,041 $ 170,041

2 unchanged sentences

950,000 shares authorized;

and 402,817 and 406,425 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (3)

and 399,483 and 406,425 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively (3)

Common stock, par value $ 0.001 per share, 62,384,569 and 62,326,818 shares authorized;

and 41,030,864 and 40,000,596 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (3)

and 43,728,098 and 40,000,596 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively (3)

Series F redeemable preferred stock, par value $ 0.001 per share;

$ 25 per share liquidation preference;

25,958,975 and 25,972,296 shares authorized and 942,521 and 918,601 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (3)

25,914,545 and 25,972,296 shares authorized and 907,941 and 918,601 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively (3)

Additional paid in capital 780,205 730,256

12 unchanged sentences

(Dollars in Thousands, Except Share and Per Share Data)

For the three months ended June 30, For the six months ended June 30,

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

15 unchanged sentences

Interest expense $ ( 9,299 ) $ ( 9,936 ) $ ( 28,259 ) $ ( 27,845 )

(Loss) gain on sale of real estate, net ( 47 ) ( 451 ) 236 ( 451 )

Gain on sale of real estate, net 10,319 4,696 10,554 4,245

Gain on debt extinguishment, net — — 300 —

Other income 12 155 73 262

Total other (expense), net $ ( 9,484 ) $ ( 9,530 ) $ ( 18,364 ) $ ( 18,253 )

Net income (loss) $ 1,600 $ ( 4,588 ) $ 5,125 $ ( 1,420 )

Net loss attributable to OP Units held by Non-controlling OP Unitholders 11 73 9 81

Net income (loss) available (attributable) to the Company $ 1,611 $ ( 4,515 ) $ 5,134 $ ( 1,339 )

Total other income (expense), net $ 1,032 $ ( 5,085 ) $ ( 17,332 ) $ ( 23,338 )

Net income $ 11,721 $ 1,792 $ 16,843 $ 370

Net (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 44 ) ( 3 ) ( 35 ) 78

Net income available to the Company $ 11,677 $ 1,789 $ 16,808 $ 448

Distributions attributable to Series E, F, and G preferred stock ( 3,106 ) ( 3,099 ) ( 9,334 ) ( 9,179 )

Distributions attributable to senior common stock ( 106 ) ( 108 ) ( 317 ) ( 323 )

Loss on extinguishment of Series F preferred stock ( 4 ) ( 6 ) ( 7 ) ( 11 )

Gain (loss) on extinguishment of Series F preferred stock, net 2 ( 1 ) ( 4 ) ( 12 )

Gain on repurchase of Series G preferred stock — — — 3

Net loss attributable to common stockholders $ ( 1,614 ) $ ( 7,685 ) $ ( 1,313 ) $ ( 7,642 )

Loss per weighted average share of common stock - basic & diluted

Loss attributable to common stockholders $ ( 0.04 ) $ ( 0.19 ) $ ( 0.03 ) $ ( 0.19 )

Net income (loss) available (attributable) to common stockholders $ 8,467 $ ( 1,419 ) $ 7,153 $ ( 9,063 )

Income (loss) per weighted average share of common stock - basic & diluted

Income (loss) available (attributable) to common stockholders $ 0.20 $ ( 0.04 ) $ 0.17 $ ( 0.23 )

Weighted average shares of common stock outstanding

3 unchanged sentences

Comprehensive income

Change in unrealized gain related to interest rate hedging instruments, net $ 470 $ 8,025 $ 5,888 $ 2,130

Other comprehensive income 470 8,025 5,888 2,130

Net income (loss) $ 1,600 $ ( 4,588 ) $ 5,125 $ ( 1,420 )

Change in unrealized (loss) gain related to interest rate hedging instruments, net $ ( 10,456 ) $ 5,089 $ ( 4,568 ) $ 7,218

Other comprehensive (loss) income ( 10,456 ) 5,089 ( 4,568 ) 7,218

Net income $ 11,721 $ 1,792 $ 16,843 $ 370

Comprehensive income $ 1,265 $ 6,881 $ 12,275 $ 7,588

Comprehensive loss attributable to OP Units held by Non-controlling OP Unitholders 11 73 9 81

Comprehensive (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 44 ) ( 3 ) ( 35 ) 78

Total comprehensive income available to the Company $ 1,221 $ 6,878 $ 12,240 $ 7,666

4 unchanged sentences

(Dollars in Thousands)

For the six months ended June 30,

For the nine months ended September 30,

Cash flows from operating activities:

Net income (loss) $ 5,125 $ ( 1,420 )

Net income $ 16,843 $ 370

Adjustments to reconcile net income to net cash provided by operating activities:

2 unchanged sentences

Gain on debt extinguishment, net ( 300 ) —

(Gain) loss on sale of real estate, net ( 236 ) 451

Gain on sale of real estate, net ( 10,554 ) ( 4,245 )

Amortization of deferred financing costs 1,235 1,248

5 unchanged sentences

Operating changes in assets and liabilities

Increase in other assets ( 883 ) ( 761 )

(Increase) decrease in other assets ( 5,641 ) 2,279

Decrease in deferred rent receivable ( 4,612 ) ( 2,524 )

21 unchanged sentences

Repurchase of common stock — ( 998 )

Borrowings under mortgage notes payable — 9,000

Payments for deferred financing costs ( 43 ) ( 375 )

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The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (dollars in thousands):

For the six months ended June 30,

For the nine months ended September 30,

Cash and cash equivalents $ 10,531 $ 18,263

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Securities and Exchange Commission (the “SEC”) on February 21, 2024.

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for other interim periods or for the full 2024 fiscal year.

The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for other interim periods or for the full 2024 fiscal year.

Use of Estimates

6 unchanged sentences

A summary of all of our significant accounting policies is provided in Note 1, “Organization, Basis of Presentation and Significant Accounting Policies,” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

There were no material changes to our critical accounting policies during the three and six months ended June 30, 2024.

There were no material changes to our critical accounting policies during the three and nine months ended September 30, 2024.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures.” The new standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The standard requires expanded disclosures regarding significant segments expense categories and a measure of profit or loss for each reportable segment.

ASU 2023-08 is effective for fiscal years beginning after December 15, 2023.

We are currently evaluating the impact from adopting ASU 2023-07, but we anticipate adopting this standard will not have a material impact to our consolidated financial statements.

Related-Party Transactions

11 unchanged sentences

The services and fees under the Advisory Agreement and Administration Agreement are described below.

As of June 30, 2024 and December 31, 2023, $ 3.6 million and $ 2.6 million, respectively, was collectively due to our Adviser and Administrator.

Our entrance into the Advisory Agreement and each amendment thereto has been approved unanimously by our Board of Directors.

As of September 30, 2024 and December 31, 2023, $ 3.1 million and $ 2.6 million, respectively, was collectively due to our Adviser and Administrator.

Our entrance into the Advisory Agreement and each amendment thereto has been approved unanimously by our board of directors (“Board of Directors”).

Our Board of Directors reviews and considers renewing the agreements with our Adviser and Administrator annually, typically during the month of July.

4 unchanged sentences

The calculation of the other fees in the Advisory Agreement was unchanged.

For the three and six months ended June 30, 2024, we recorded a base management fee of $ 1.5 million and $ 3.1 million, respectively.

For the three and six months ended June 30, 2023, we recorded a base management fee of $ 1.6 million and $ 3.2 million, respectively.

For the three and nine months ended September 30, 2024, we recorded a base management fee of $ 1.5 million and $ 4.6 million, respectively.

For the three and nine months ended September 30, 2023, we recorded a base management fee of $ 1.6 million and $ 4.8 million, respectively.

Incentive Fee

7 unchanged sentences

The calculation of the other fees was unchanged.

On July 11, 2023, the Company entered into the Eighth Amended Advisory Agreement, as approved unanimously by our Board of Directors, including specifically, our independent directors.

On July 11, 2023, the Company amended and restated the Advisory Agreement by entering into the Eighth Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Eighth Amended Advisory Agreement”), as approved unanimously by our Board of Directors, including specifically, our independent directors.

The Eighth Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ended September 30, 2023 and December 31, 2023.

In addition, the Eighth Amended Advisory Agreement also clarified that for any future quarter whereby an incentive fee would exceed by greater than 15 % the average quarterly incentive fee paid, the measurement would be versus the last four quarters where an incentive fee was actually paid.

In addition, the Eighth Amended Advisory Agreement also clarified that for any future quarter whereby an incentive fee would exceed by greater than 15 % the average quarterly incentive fee paid, the

measurement would be versus the last four quarters where an incentive fee was actually paid.

The calculation of the other fees was unchanged.

For the three months ended June 30, 2024, we recorded an incentive fee of $ 1.2 million, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 0.3 million.

For the six months ended June 30, 2024, we recorded an incentive fee of $ 2.4 million, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 1.0 million.

For the three and six months ended June 30, 2023, the contractually eliminated incentive fee would have been $ 1.4 million and $ 2.5 million, respectively.

For the three months ended September 30, 2024, we recorded an incentive fee of $ 1.1 million, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 0.4 million.

For the nine months ended September 30, 2024, we recorded an incentive fee of $ 3.6 million, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 1.4 million.

For the three and nine months ended September 30, 2023, the contractually eliminated incentive fee would have been $ 0.9 million and $ 3.4 million, respectively.

Capital Gain Fee

3 unchanged sentences

At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0 % of such amount.

No capital gain fee was recognized during the three and six months ended June 30, 2024 or 2023.

No capital gain fee was recognized during the three and nine months ended September 30, 2024 or 2023.

Termination Fee

6 unchanged sentences

Our allocable portion of the Administrator’s expenses are generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under contractual agreements.

We believe that the methodology of allocating the Administrator’s total expenses by approximate percentage of time services were performed among all companies serviced by our Administrator more closely approximates fees paid to actual services performed.

For the three and six months ended June 30, 2024, we recorded an administration fee of $ 0.6 million and $ 1.2 million, respectively.

For the three and six months ended June 30, 2023, we recorded an administration fee of $ 0.5 million and $ 1.1 million, respectively.

For the three and nine months ended September 30, 2024, we recorded an administration fee of $ 0.7 million and $ 2.0 million, respectively.

For the three and nine months ended September 30, 2023, we recorded an administration fee of $ 0.6 million and $ 1.7 million, respectively.

Gladstone Securities

4 unchanged sentences

We entered into an agreement with Gladstone Securities, effective June 18, 2013, for it to act as our non-exclusive agent to assist us with arranging mortgage financing for our owned properties.

In connection with this engagement, Gladstone Securities will, from time to time, continue to solicit the interest of various commercial real estate lenders or recommend to us third-party lenders offering credit products or packages that are responsive to our needs.

In connection with this engagement, Gladstone Securities will, from time to time, continue to solicit the interest of various commercial real estate lenders or recommend to us third-party

lenders offering credit products or packages that are responsive to our needs.

We pay Gladstone Securities a financing fee in connection with the services it provides to us for securing mortgage financing on any of our properties.

The amount of these financing fees, which are payable upon closing of the financing, are based on a percentage of the amount of the mortgage,

generally ranging from 0.15 % to a maximum of 1.00 % of the mortgage obtained.

The amount of these financing fees, which are payable upon closing of the financing, are based on a percentage of the amount of the mortgage, generally ranging from 0.15 % to a maximum of 1.00 % of the mortgage obtained.

The amount of the financing fees may be reduced or eliminated, as determined by us and Gladstone Securities, after taking into consideration various factors, including, but not limited to, the involvement of any third-party brokers and market conditions.

We paid financing fees to Gladstone Securities of $ 9,233 during the three and six months ended June 30, 2024, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.13 % of the mortgage principal secured.

We paid financing fees to Gladstone Securities of $ 17,500 during the three and six months ended June 30, 2023, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.20 % of the mortgage principal secured.

We did not pay financing fees to Gladstone Securities during the three months ended September 30, 2024 and paid financing fees to Gladstone Securities of $ 0.01 million during the nine months ended September 30, 2024, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.13 % of the mortgage principal secured.

We paid financing fees to Gladstone Securities of $ 0.03 million and $ 0.1 million during the three and nine months ended September 30, 2023, which are included in mortgage notes payable, net, in the condensed consolidated balance sheets, or 0.38 % and 0.29 % of the mortgage principal secured.

Our Board of Directors renewed the agreement for an additional year, through August 31, 2025, at its July 2024 meeting.

8 unchanged sentences

No Selling Commissions or Dealer Manager Fee are paid with respect to shares sold pursuant to the DRIP.

Gladstone Securities may, in its sole discretion, re-allow a portion of the Dealer Manager Fee to participating broker-dealers in support of the Offering.

We paid fees of $ 0.04 million and $ 0.06 million to Gladstone Securities during the three and six months ended June 30, 2024, respectively, in connection with the Offering.

We paid fees of $ 0.3 million and $ 0.4 million to Gladstone Securities during the three and six months ended June 30, 2023, respectively, in connection with the Offering.

Loss Per Share of Common Stock

The following tables set forth the computation of basic and diluted loss per share of common stock for the three and six months ended June 30, 2024 and 2023.

The operating partnership units in the Operating Partnership (“OP Units”) held by holders who do not control the Operating Partnership (“Non-controlling OP Unitholders”) (which may be redeemed for shares of common stock) have been excluded from the diluted loss per share calculations, as there would be no effect on the amounts since the Non-controlling OP Unitholders’ share of loss would also be added back to net loss.

Net loss figures are presented net of such non-controlling interests in the loss per share calculation.

We computed basic loss per share for the three and six months ended June 30, 2024 and 2023 using the weighted average number of shares outstanding during the respective periods.

Diluted loss per share for the three and six months ended June 30, 2024 and 2023 reflects additional shares of common stock related to our convertible senior common stock (the “Senior Common Stock”), if the effect of conversion would be dilutive, that would have been outstanding if such dilutive potential shares of common stock had been issued, as well as an adjustment to net loss attributable to common stockholders as applicable to common stockholders that would result from their assumed issuance (dollars in thousands, except per share amounts).

For the three months ended June 30, For the six months ended June 30,

Gladstone Securities may, in its sole discretion, re-allow for payment of a portion of the Dealer Manager Fee to participating broker-dealers in support of the Offering.

We paid fees of $ 0.01 million and $ 0.07 million to Gladstone Securities during the three and nine months ended September 30, 2024, respectively, in connection with the Offering.

We paid fees of $ 0.1 million and $ 0.5 million to Gladstone Securities during the three and nine months ended September 30, 2023, respectively, in connection with the Offering.

Earnings (Loss) Per Share of Common Stock

The following tables set forth the computation of basic and diluted earnings (loss) per share of common stock for the three and nine months ended September 30, 2024 and 2023.

The operating partnership units in the Operating Partnership (“OP Units”) held by holders who do not control the Operating Partnership (“Non-controlling OP Unitholders”) (which may be redeemed for shares of common stock) have been excluded from the diluted earnings (loss) per share calculations, as there would be no effect on the amounts since the Non-controlling OP Unitholders’ share of income (loss) would also be added back to net income (loss).

Net income (loss) figures are presented net of such non-controlling interests in the income (loss) per share calculation.

We computed basic earnings (loss) per share for the three and nine months ended September 30, 2024 and 2023 using the weighted average number of shares outstanding during the respective periods.

Diluted earnings (loss) per share for the three and nine months ended September 30, 2024 and 2023 reflects additional shares of common stock related to our convertible senior common stock (the “Senior Common Stock”), if the effect of conversion would be dilutive, that would have been outstanding if such dilutive potential shares of common stock had been issued, as well as an adjustment to net income (loss) available (attributable) to common stockholders as applicable to common stockholders that would result from their assumed issuance (dollars in thousands, except per share amounts).

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

Calculation of basic loss per share of common stock:

Net loss attributable to common stockholders $ ( 1,614 ) $ ( 7,685 ) $ ( 1,313 ) $ ( 7,642 )

Calculation of basic earnings (loss) per share of common stock:

Net income (loss) available (attributable) to common stockholders $ 8,467 $ ( 1,419 ) $ 7,153 $ ( 9,063 )

Denominator for basic weighted average shares of common stock (1) 42,790,685 39,917,995 41,041,621 39,939,660

Basic loss per share of common stock $ ( 0.04 ) $ ( 0.19 ) $ ( 0.03 ) $ ( 0.19 )

Calculation of diluted loss per share of common stock:

Net loss attributable to common stockholders $ ( 1,614 ) $ ( 7,685 ) $ ( 1,313 ) $ ( 7,642 )

Net loss attributable to common stockholders plus assumed conversions (2) $ ( 1,614 ) $ ( 7,685 ) $ ( 1,313 ) $ ( 7,642 )

Basic earnings (loss) per share of common stock $ 0.20 $ ( 0.04 ) $ 0.17 $ ( 0.23 )

Calculation of diluted earnings (loss) per share of common stock:

Net income (loss) available (attributable) to common stockholders $ 8,467 $ ( 1,419 ) $ 7,153 $ ( 9,063 )

Net income (loss) available (attributable) to common stockholders plus assumed conversions (2) $ 8,467 $ ( 1,419 ) $ 7,153 $ ( 9,063 )

Denominator for basic weighted average shares of common stock (1) 42,790,685 39,917,995 41,041,621 39,939,660

1 unchanged sentence

Denominator for diluted weighted average shares of common stock (2) 42,790,685 39,917,995 41,041,621 39,939,660

Diluted loss per share of common stock $ ( 0.04 ) $ ( 0.19 ) $ ( 0.03 ) $ ( 0.19 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 241,637 and 276,140 for the three and six months ended June 30, 2024, respectively, and 391,468 and 391,468 for the three and six months ended June 30, 2023, respectively.

(2) We excluded convertible shares of Senior Common Stock of 342,247 and 345,132 from the calculation of diluted earnings per share for the three and six months ended June 30, 2024 and 2023, respectively, because they were anti-dilutive.

Diluted earnings (loss) per share of common stock $ 0.20 $ ( 0.04 ) $ 0.17 $ ( 0.23 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 39,474 and 196,675 for the three and nine months ended September 30, 2024, respectively, and 391,468 and 391,468 for the three and nine months ended September 30, 2023, respectively.

(2) We excluded convertible shares of Senior Common Stock of 339,299 and 345,132 from the calculation of diluted earnings per share for the three and nine months ended September 30, 2024 and 2023, respectively, because they were anti-dilutive.

Real Estate and Intangible Assets

The following table sets forth the components of our investments in real estate as of June 30, 2024 and December 31, 2023, respectively, excluding real estate held for sale (dollars in thousands):

June 30, 2024 December 31, 2023

The following table sets forth the components of our investments in real estate as of September 30, 2024 and December 31, 2023, respectively, excluding real estate held for sale (dollars in thousands):

September 30, 2024 December 31, 2023

Land (1) $ 139,916 $ 143,442

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(1) This amount includes $ 2,711 of land value subject to land lease agreements which we may purchase at our option for a nominal fee.

Real estate depreciation expense on building and tenant improvements was $ 10.2 million and $ 20.1 million for the three and six months ended June 30, 2024, respectively.

Real estate depreciation expense on building and tenant improvements was $ 11.8 million and $ 22.3 million for the three and six months ended June 30, 2023, respectively.

We acquired five industrial properties during the six months ended June 30, 2024, and acquired one industrial property during the six months ended June 30, 2023.

Real estate depreciation expense on building and tenant improvements was $ 9.8 million and $ 29.8 million for the three and nine months ended September 30, 2024, respectively.

Real estate depreciation expense on building and tenant improvements was $ 8.9 million and $ 31.2 million for the three and nine months ended September 30, 2023, respectively.

We acquired six industrial properties during the nine months ended September 30, 2024, and acquired three industrial properties during the nine months ended September 30, 2023.

The acquisitions are summarized below (dollars in thousands):

Six Months Ended Square Footage Lease Term Purchase Price Capitalized Acquisition Expenses

June 30, 2024 (1) 142,125 25.1 years $ 11,954 $ 267

June 30, 2023 (2) 76,089 20.0 years $ 5,363 $ 98

Nine Months Ended Square Footage Lease Term Purchase Price Capitalized Acquisition Expenses

September 30, 2024 (1) 192,227 21.0 years $ 22,122 $ 435

September 30, 2023 (2) 183,803 18.7 years $ 17,539 $ 349

(1) On May 7, 2024, we acquired a five -property, 142,125 square foot portfolio in Warfordsburg, Pennsylvania for $ 12.0 million.

The property is fully leased to one tenant and had 25.1 years of remaining lease term at the time we acquired the property.

On August 29, 2024, we acquired a 50,102 square foot property in Midland, Texas for $ 10.2 million.

The property is fully leased to one tenant and had 15.0 years of remaining lease term at the time we acquired the property.

(2) On April 14, 2023, we acquired a 76,089 square foot property in Riverdale, Illinois for $ 5.4 million.

The property is fully leased to one tenant and had 20.0 years of remaining lease term at the time we acquired the property.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the six months ended June 30, 2024 and 2023 as follows (dollars in thousands):

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

On July 10, 2023, we

acquired a 7,714 square foot property in Dallas-Fort Worth, Texas for $ 3.0 million.

The property is fully leased to one tenant and had 9.9 years of remaining lease term at the time we acquired the property.

On July 28, 2023, we acquired a 100,000 square foot property in Dallas-Fort Worth, Texas for $ 9.2 million.

The property is fully leased to one tenant and had 20.0 years of remaining lease term at the time we acquired the property.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the nine months ended September 30, 2024 and 2023 as follows (dollars in thousands):

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

Acquired assets and liabilities Purchase price Purchase price

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Future Lease Payments

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the six months ending December 31, 2024 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the three months ending December 31, 2024 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Year Tenant Lease Payments

Six Months Ending December 31, 2024 $ 58,568

Three Months Ending December 31, 2024 $ 29,904

Thereafter 387,395

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Lease Revenue Reconciliation

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and six months ended June 30, 2024 and 2023, respectively (dollars in thousands):

For the three months ended June 30,

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and nine months ended September 30, 2024 and 2023, respectively (dollars in thousands):

For the three months ended September 30,

Lease revenue reconciliation 2024 2023 $ Change % Change

2 unchanged sentences

$ 39,235 $ 36,464 $ 2,771 7.6 %

For the six months ended June 30,

For the nine months ended September 30,

Lease revenue reconciliation 2024 2023 $ Change % Change

3 unchanged sentences

Intangible Assets

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of June 30, 2024 and December 31, 2023, respectively, excluding real estate held for sale (dollars in thousands):

June 30, 2024 December 31, 2023

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of September 30, 2024 and December 31, 2023, respectively, excluding real estate held for sale (dollars in thousands):

September 30, 2024 December 31, 2023

Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization

6 unchanged sentences

Below market leases and deferred revenue ( 56,616 ) 33,017 ( 59,411 ) 30,087

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 5.8 million and $ 9.3 million for the three and six months ended June 30, 2024, respectively, and $ 5.2 million and $ 9.3 million for the three and six months ended June 30, 2023, respectively, and is included in depreciation and amortization expense in the condensed consolidated statements of operations and comprehensive income.

Total amortization related to above-market lease values was $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2024, respectively, and $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2023, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

Total amortization related to below-market lease values was $ 2.1 million and $ 3.8 million for the three and six months ended June 30, 2024, respectively, and $ 2.5 million and $ 4.4 million for the three and six months ended June 30, 2023, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the six months ended June 30, 2024 and 2023, were as follows:

Intangible Assets & Liabilities June 30, 2024 June 30, 2023

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 3.6 million and $ 12.9 million for the three and nine months ended September 30, 2024, respectively, and $ 3.6 million and $ 12.9 million for the three and nine months ended September 30, 2023, respectively, and is included in depreciation and amortization expense in the condensed consolidated statements of operations and comprehensive income.

Total amortization related to above-market lease values was $ 0.1 million and $ 0.4 million for the three and nine months ended September 30, 2024, respectively, and $ 0.1 million and $ 0.4 million for the three and nine months ended September 30, 2023, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

Total amortization related to below-market lease values was $ 1.7 million and $ 5.5 million for the three and nine months ended September 30, 2024, respectively, and $ 1.8 million and $ 6.2 million for the three and nine months ended September 30, 2023, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the nine months ended September 30, 2024 and 2023, were as follows:

Intangible Assets & Liabilities September 30, 2024 September 30, 2023

In-place leases 21.3 18.0

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Real Estate Dispositions

We sold four properties during the six months ended June 30, 2024 and two properties during the six months ended June 30, 2023.

During the six months ended June 30, 2024, we continued to execute our capital recycling program, whereby we sold non-core properties.

We expect to continue to execute our capital recycling plan and sell non-core properties as reasonable disposition opportunities become available, and use the sales proceeds to acquire properties in our target, secondary growth markets or pay down outstanding debt.

During the six months ended June 30, 2024, we sold four non-core properties, located in Columbus, Ohio;

We sold six properties during the nine months ended September 30, 2024 and five properties during the nine months ended September 30, 2023.

During the nine months ended September 30, 2024, we continued to execute our capital recycling program, whereby we sold non-core properties.

We expect to continue to execute our capital recycling program and sell non-core properties as reasonable disposition opportunities become available, and use the sales proceeds to acquire properties in our target, secondary growth markets or pay down outstanding debt.

During the nine months ended September 30, 2024, we sold six non-core properties, located in Columbus, Ohio;

Draper, Utah;

Richardson, Texas;

and Egg Harbor, New Jersey, which are summarized in the table below (dollars in thousands):

Aggregate Square Footage Sold Aggregate Sales Price Aggregate Sales Costs Aggregate Impairment Charge for the Six Months Ended June 30, 2024 Aggregate Gain on Sale of Real Estate, net

Egg Harbor, New Jersey;

Cumming, Georgia;

and Lawrenceville, Georgia, which are summarized in the table below (dollars in thousands):

Aggregate Square Footage Sold Aggregate Sales Price Aggregate Sales Costs Aggregate Impairment Charge for the Nine Months Ended September 30, 2024 Aggregate Gain on Sale of Real Estate, net

412,767 $ 36,325 $ 1,193 $ 493 $ 10,554

Our dispositions during the six months ended June 30, 2024 were not classified as discontinued operations because they did not represent a strategic shift in operations, nor will such dispositions have a major effect on our operations and financial results.

Our dispositions during the nine months ended September 30, 2024 were not classified as discontinued operations because they did not represent a strategic shift in operations, nor will such dispositions have a major effect on our operations and financial results.

Accordingly, the operating results of these properties are included within continuing operations for all periods reported.

The table below summarizes the components of operating income from real estate and related assets disposed of during the three and six months ended June 30, 2024 and 2023 (dollars in thousands):

For the three months ended June 30, For the six months ended June 30,

The table below summarizes the components of operating income from real estate and related assets disposed of during the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Income (expense) from real estate and related assets sold $ 10,395 $ ( 8,414 ) $ 11,067 $ ( 12,226 )

(1) Includes a $ 0.05 million loss on sale of real estate, net, on the sale of one property.

(2) Includes a $ 3.2 million impairment charge on two properties.

(1) Includes a $ 10.3 million gain on sale of real estate, net, on the sale of two properties.

(2) Includes a $ 6.8 million impairment charge on one property.

(4) Includes a $ 0.2 million gain on sale of real estate, net, on the sale of four properties and a $ 0.3 million gain on debt extinguishment, net, on the sale of two of those properties.

(3) Includes a $ 0.5 million impairment charge on one property.

(4) Includes a $ 10.6 million gain on sale of real estate, net, on the sale of six properties and a $ 0.3 million gain on debt extinguishment, net, on the sale of two of those properties.

(5) Includes a $ 10.0 million impairment charge on three properties.

Real Estate Held for Sale

At June 30, 2024, we had two properties classified as held for sale, located in Cumming, Georgia and Lawrenceville, Georgia.

At September 30, 2024, we had two properties classified as held for sale, located in Fridley, Minnesota and Tifton, Georgia.

We consider these assets to be non-core to our long-term strategy.

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and Tifton, Georgia.

The table below summarizes the components of the assets and liabilities held for sale at June 30, 2024 and December 31, 2023 reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

June 30, 2024 December 31, 2023

The table below summarizes the components of the assets and liabilities held for sale at September 30, 2024 and December 31, 2023 reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

September 30, 2024 December 31, 2023

Assets Held for Sale

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Impairment Charges

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the three months ended June 30, 2024 and did not recognize an impairment charge.

We recognized an impairment charge of $ 0.5 million on one held for sale asset, located in Richardson, Texas during the six months ended June 30, 2024.

In performing our held for sale assessment, the carrying value of this asset was above the fair value, less costs of sale.

As a result, we impaired this property to equal the fair market value less costs of sale.

We recognized an impairment charge of $ 6.8 million during the six months ended June 30, 2023 on two held for sale assets, located in Richardson, Texas and Taylorsville, Utah, and one held and used asset, located in Columbus, Ohio.

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the nine months ended September 30, 2024 and did not recognize an impairment charge.

We recognized impairment charges of $ 5.0 million on two held for sale assets, located in Richardson, Texas and Fridley, Minnesota during the nine months ended September 30, 2024.

In performing our held for sale assessments, the carrying value of these assets were above the fair value, less costs of sale.

As a result, we impaired these properties to equal the fair market value less costs of sale.

We recognized an impairment charge of $ 9.0 million during the nine months ended September 30, 2023 on two held and used assets, located in Columbus, Ohio and Draper, Utah, and recognized an impairment charge of $ 4.6 million on two held for sale assets, located in Richardson, Texas and Taylorsville, Utah.

In performing our held for sale assessment, the carrying value of these assets were above the fair value, less costs of sale.

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Our $ 125.0 million unsecured revolving credit facility (“Revolver”), $ 160.0 million term loan facility (“Term Loan A”), $ 60.0 million term loan facility (“Term Loan B”), and $ 150.0 million term loan facility (“Term Loan C”), are collectively referred to herein as the “Credit Facility”.

Our mortgage notes payable and Credit Facility as of June 30, 2024 and December 31, 2023 are summarized below (dollars in thousands):

Our mortgage notes payable and Credit Facility as of September 30, 2024 and December 31, 2023 are summarized below (dollars in thousands):

Encumbered properties at Carrying Value at Stated Interest Rates at Scheduled Maturity Dates at

June 30, 2024 June 30, 2024 December 31, 2023 June 30, 2024 June 30, 2024

September 30, 2024 September 30, 2024 December 31, 2023 September 30, 2024 September 30, 2024

Mortgage and other secured loans:

16 unchanged sentences

Total mortgage notes payable and credit facility 132 $ 692,647 $ 738,861 (5)

(1) As of June 30, 2024, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.63 %.

(2) As of June 30, 2024, we had 39 mortgage notes payable with maturity dates ranging from January 1, 2025 through August 1, 2037.

(3) The weighted average interest rate on the mortgage notes outstanding as of June 30, 2024 was approximately 4.24 %.

(4) As of June 30, 2024, Secured Overnight Financing Rate (“SOFR”) was approximately 5.33 %.

(5) The weighted average interest rate on all debt outstanding as of June 30, 2024 was approximately 5.82 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 88 unencumbered properties as of June 30, 2024.

(1) As of September 30, 2024, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.63 %.

(2) As of September 30, 2024, we had 39 mortgage notes payable with maturity dates ranging from January 1, 2025 through August 1, 2037.

(3) The weighted average interest rate on the mortgage notes outstanding as of September 30, 2024 was approximately 4.23 %.

(4) As of September 30, 2024, the Secured Overnight Financing Rate (“SOFR”) was approximately 4.96 %.

(5) The weighted average interest rate on all debt outstanding as of September 30, 2024 was approximately 5.47 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 87 unencumbered properties as of September 30, 2024.

N/A - Not Applicable

Mortgage Notes Payable

As of June 30, 2024, we had 39 mortgage notes payable, collateralized by a total of 45 properties with a net book value of $ 457.6 million.

As of September 30, 2024, we had 39 mortgage notes payable, collateralized by a total of 45 properties with a net book value of $ 453.3 million.

We have limited recourse liabilities that could result from any one or more of the following circumstances:

a borrower voluntarily filing for bankruptcy, improper conveyance of a property, fraud or material misrepresentation, misapplication or misappropriation of rents, security deposits, insurance proceeds or condemnation proceeds, or physical waste or damage to the property resulting from a borrower’s gross negligence or willful misconduct.

As of June 30, 2024, we did not have any mortgages subject to recourse.

As of September 30, 2024, we did not have any mortgages subject to recourse.

We will also indemnify lenders against claims resulting from the presence of hazardous substances or activity involving hazardous substances in violation of environmental laws on a property.

During the six months ended June 30, 2024, we repaid two mortgages, collateralized by two properties, which are summarized in the table below (dollars in thousands):

During the nine months ended September 30, 2024, we repaid two mortgages, collateralized by two properties, which are summarized in the table below (dollars in thousands):

Fixed Rate Debt Repaid Interest Rate on Fixed Rate Debt Repaid

$ 17,674 5.05 %

During the six months ended June 30, 2024, we extended the maturity date of one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

During the nine months ended September 30, 2024, we extended the maturity date of one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

Variable Rate Debt Extended Interest Rate on Variable Rate Debt Extended Extension Term

$ 7,386 SOFR + 2.25 % 1.3 years

We made payments of $ 0.04 million for deferred financing costs during the three and six months ended June 30, 2024.

We made payments of $ 0.05 million and $ 0.12 million for deferred financing costs during the three and six months ended June 30, 2023, respectively.

Scheduled principal payments of mortgage notes payable for the six months ending December 31, 2024, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

We did not make any payments for deferred financing costs during the three months ended September 30, 2024 and we made payments of $ 0.04 million for deferred financing costs during the nine months ended September 30, 2024.

We made payments of $ 0.3 million and $ 0.4 million for deferred financing costs during the three and nine months ended September 30, 2023, respectively.

Scheduled principal payments of mortgage notes payable for the three months ending December 31, 2024, and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Year Scheduled Principal Payments

Six Months Ending December 31, 2024 $ 4,697

Three Months Ending December 31, 2024 $ 2,383

Thereafter 48,522

11 unchanged sentences

Generally, we will estimate the fair value of our interest rate caps and interest rate swaps, in the absence of observable market data, using estimates of value including estimated remaining life, counterparty credit risk, current market yield and interest rate spreads of similar securities as of the measurement date.

At June 30, 2024 and December 31, 2023, our interest rate cap agreements and interest rate swaps were valued using Level 2 inputs.

At September 30, 2024 and December 31, 2023, our interest rate cap agreements and interest rate swaps were valued using Level 2 inputs.

The fair value of the interest rate cap agreements is recorded in other assets on our accompanying condensed consolidated balance sheets.

We record changes in the fair value of the interest rate cap agreements quarterly based on the current market valuations at quarter end.

If the interest rate cap qualifies for hedge accounting, the change in the estimated fair value is recorded to accumulated other comprehensive income to the extent that it is effective, with any ineffective portion recorded to interest expense in our condensed consolidated statements of operations and comprehensive income.

If the interest rate cap does not qualify for hedge accounting, or if it is determined the hedge is ineffective, any change in the fair value is recognized in interest expense in our consolidated statements of operations and comprehensive income.

During the next 12 months, we

estimate that an additional $ 4.5 million will be reclassified out of accumulated other comprehensive income into interest expense in our condensed consolidated statements of operations and comprehensive income, as a reduction to interest expense.

The following table summarizes the interest rate caps at June 30, 2024 and December 31, 2023 (dollars in thousands):

June 30, 2024 December 31, 2023

If the interest rate cap qualifies for hedge accounting, then the change in the estimated fair value is recorded to accumulated other comprehensive income to the extent that it is effective, with any ineffective portion recorded to interest expense in our condensed consolidated statements of operations and comprehensive income.

If the interest rate cap does not qualify for hedge accounting, or if it is determined the hedge is ineffective, then any change in the fair value is recognized in interest expense in our consolidated statements of operations and comprehensive income.

During the next 12 months, we estimate that an additional $ 1.0 million will be reclassified out of accumulated other comprehensive income into interest expense in our condensed consolidated statements of operations and comprehensive income, as a reduction to interest expense.

The following table summarizes the interest rate caps at September 30, 2024 and December 31, 2023 (dollars in thousands):

September 30, 2024 December 31, 2023

Aggregate Cost Aggregate Notional Amount Aggregate Fair Value Aggregate Notional Amount Aggregate Fair Value

$ 48 (1) $ 60,000 $ 1 $ 65,000 $ 684

(1) We have entered into various interest rate cap agreements on variable rate debt with SOFR caps ranging from 1.75 % to 5.50 %.

(1) We have entered into an interest rate cap agreement on variable rate debt with a SOFR cap of 5.50 %.

We have assumed or entered into interest rate swap agreements in connection with certain of our mortgage financings and Credit Facility, whereby we will pay our counterparty a fixed interest rate on a monthly basis and receive payments from our counterparty equivalent to the stipulated floating rate.

3 unchanged sentences

We record changes in fair value on a quarterly basis, using current market valuations at quarter end.

The following table summarizes our interest rate swaps at June 30, 2024 and December 31, 2023 (dollars in thousands):

June 30, 2024 December 31, 2023

The following table summarizes our interest rate swaps at September 30, 2024 and December 31, 2023 (dollars in thousands):

September 30, 2024 December 31, 2023

Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability

2 unchanged sentences

Amount of gain, net, recognized in Comprehensive Income

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

5 unchanged sentences

Amount reclassified out of Accumulated Other Comprehensive Income

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Asset (Liability) Derivatives Fair Value at

Derivatives Designated as Hedging Instruments Balance Sheet Location June 30, 2024 December 31, 2023

Derivatives Designated as Hedging Instruments Balance Sheet Location September 30, 2024 December 31, 2023

Interest rate caps Other assets $ 1 $ 684

2 unchanged sentences

Total derivative liabilities, net $ 1,675 $ 6,236

The fair value of all mortgage notes payable outstanding as of June 30, 2024 was $ 245.8 million, as compared to the carrying value stated above of $ 273.8 million.

The fair value of all mortgage notes payable outstanding as of September 30, 2024 was $ 247.5 million, as compared to the carrying value stated above of $ 271.6 million.

The fair value is calculated based on a discounted cash flow analysis, using management’s estimate of market interest rates on long-term debt with comparable terms and loan to value ratios.

8 unchanged sentences

The Credit Facility’s current bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, United Bank, First Financial Bank, and S&T Bank.

As of June 30, 2024, there was $ 451.2 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 6.79 %, and no outstanding letters of credit.

As of June 30, 2024, the maximum additional amount we could draw under the Credit Facility was $ 42.1 million.

We were in compliance with all covenants under the Credit Facility as of June 30, 2024.

The amount outstanding under the Credit Facility approximates fair value as of June 30, 2024.

As of September 30, 2024, there was $ 423.3 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 6.27 %, and no outstanding letters of credit.

As of September 30, 2024, the maximum additional amount we could draw under the Credit Facility was $ 70.2 million.

We were in compliance with all covenants under the Credit Facility as of September 30, 2024.

The amount outstanding under the Credit Facility approximates fair value as of September 30, 2024.

Commitments and Contingencies

1 unchanged sentence

We are obligated as lessee under three ground leases.

Future minimum rental payments due under the terms of these leases for the six months ending December 31, 2024 and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Future minimum rental payments due under the terms of these leases for the three months ending December 31, 2024 and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Year Future Lease Payments Due Under Operating Leases

Six Months Ending December 31, 2024 $ 228

Three Months Ending December 31, 2024 $ 115

Thereafter 3,359

2 unchanged sentences

Present value of lease payments $ 4,123

Rental expense incurred for properties with ground lease obligations during the three and six months ended June 30, 2024 was $ 0.1 million and $ 0.1 million, respectively.

Rental expense incurred for properties with ground lease obligations during the

three and six months ended June 30, 2023 was $ 0.1 million and $ 0.2 million, respectively.

Rental expense incurred for properties with ground lease obligations during the three and nine months ended September 30, 2024 was $ 0.1 million and $ 0.2 million, respectively.

Rental expense incurred for properties with ground lease obligations during the three and nine months ended September 30, 2023 was $ 0.1 million and $ 0.3 million, respectively.

Our ground leases are treated as operating leases and rental expenses are reflected in property operating expenses on the condensed consolidated statements of operations and comprehensive income.

1 unchanged sentence

Letters of Credit

As of June 30, 2024, there were no outstanding letters of credit.

As of September 30, 2024, there were no outstanding letters of credit.

Equity and Mezzanine Equity

Stockholders’ Equity

The following table summarizes the changes in our equity for the three and six months ended June 30, 2024 and 2023 (dollars in thousands):

Three Months Ended June 30, Six Months Ended June 30,

The following table summarizes the changes in our equity for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

30 unchanged sentences

Redemption of Series F preferred stock, net 2 ( 1 ) ( 4 ) ( 12 )

Net income (loss) available (attributable) to the Company 1,611 ( 4,515 ) 5,134 ( 1,339 )

Net income available to the Company 11,677 1,789 16,808 448

Balance, end of period $ ( 614,698 ) $ ( 574,113 ) $ ( 614,698 ) $ ( 574,113 )

10 unchanged sentences

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 17 ( 53 ) ( 3,145 ) ( 103 )

Net income (loss) available (attributable) to the Company 1,611 ( 4,515 ) 5,134 ( 1,339 )

Net income available to the Company 11,677 1,789 16,808 448

Balance, end of period $ 168,917 $ 175,123 $ 168,917 $ 175,123

4 unchanged sentences

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership ( 17 ) 53 3,145 103

Net loss attributable to OP Units held by Non-controlling OP Unitholders ( 11 ) ( 73 ) ( 9 ) ( 81 )

Net income (loss) available (attributable) to OP Units held by Non-controlling OP Unitholders 44 3 35 ( 78 )

Balance, end of period $ 129 $ 1,463 $ 129 $ 1,463

1 unchanged sentence

Distributions

We paid the following distributions per share for the three and six months ended June 30, 2024 and 2023:

For the three months ended June 30, For the six months ended June 30,

We paid the following distributions per share for the three and nine months ended September 30, 2024 and 2023:

For the three months ended September 30, For the nine months ended September 30,

2024 2023 2024 2023

17 unchanged sentences

In connection with the 2023 Common Stock Sales Agreement, we filed prospectus supplements with the SEC dated March 3, 2023 and March 7, 2023, to the prospectus dated November 23, 2022, for the offer and sale of an aggregate offering amount of up to $ 250.0 million of common stock.

During the six months ended June 30, 2024, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

During the nine months ended September 30, 2024, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

On March 26, 2024, we entered into Amendment No.

2 unchanged sentences

In connection with the 2024 Common Stock Sales Agreement, we filed a prospectus supplement with the SEC dated March 26, 2024, to the prospectus dated March 21, 2024, for the offer and sale of an aggregate offering amount of $ 250.0 million of common stock.

During the six months ended June 30, 2024, we sold 756,214 shares of common stock, raising approximately $ 10.6 million in net proceeds under the 2024 Common Stock Sales Agreement.

During the nine months ended September 30, 2024, we sold 3,450,500 shares of common stock, raising approximately $ 49.5 million in net proceeds under the 2024 Common Stock Sales Agreement.

Mezzanine Equity

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The reclassification decreased the number of shares classified as common stock from 86,290,000 shares immediately prior to the reclassification to 60,290,000 shares immediately after the reclassification.

We sold 25,780 shares of our Series F Preferred Stock, raising $ 0.6 million in net proceeds, during the six months ended June 30, 2024.

We sold 30,180 shares of our Series F Preferred Stock, raising $ 0.7 million in net proceeds, during the nine months ended September 30, 2024.

Non-controlling Interest in Operating Partnership

As of June 30, 2024 and December 31, 2023, we owned approximately 99.9 % and 99.2 %, re spectively, of the outstanding OP Units.

During the six months ended June 30, 2024, we redeemed 271,169 OP Units for an equivalent amount of common stock.

As of September 30, 2024 and December 31, 2023, we owned approximately 99.9 % and 99.2 %, re spectively, of the outstanding OP Units.

During the nine months ended September 30, 2024, we redeemed 271,169 OP Units for an equivalent amount of common stock.

The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of our common stock, with the distributions on the OP Units held by us being utilized to make distributions to our common stockholders.

As of June 30, 2024 and December 31, 2023, there were 39,474 and 310,643 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

As of September 30, 2024 and December 31, 2023, there were 39,474 and 310,643 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

Subsequent Events

Distributions

On July 9, 2024, our Board of Directors declared the following monthly distributions for the months of July, August and September of 2024:

On October 8, 2024, our Board of Directors declared the following monthly distributions for the months of October, November and December of 2024:

Record Date Payment Date Common Stock and Non-controlling OP Unit Distributions per Share Series E Preferred Distributions per Share Series G Preferred Distributions per Share

July 22, 2024 July 31, 2024 $ 0.10 $ 0.138021 $ 0.125

August 21, 2024 August 30, 2024 0.10 0.138021 0.125

September 20, 2024 September 30, 2024 0.10 0.138021 0.125

October 22, 2024 October 31, 2024 $ 0.10 $ 0.138021 $ 0.125

November 20, 2024 November 29, 2024 0.10 0.138021 0.125

December 20, 2024 December 31, 2024 0.10 0.138021 0.125

$ 0.30 $ 0.414063 $ 0.375

2 unchanged sentences

Payment Date Distribution per Share

July August 5, 2024 $ 0.0875

August September 5, 2024 0.0875

September October 4, 2024 0.0875

October November 4, 2024 $ 0.0875

November December 4, 2024 0.0875

December January 3, 2025 0.0875

Series F Preferred Stock Distributions

Record Date Payment Date Distribution per Share

July 25, 2024 August 5, 2024 $ 0.125

August 26, 2024 September 5, 2024 0.125

September 25, 2024 October 4, 2024 0.125

October 24, 2024 November 4, 2024 $ 0.125

November 27, 2024 December 4, 2024 0.125

December 23, 2024 January 3, 2025 0.125

Equity Activity

Subsequent to June 30, 2024 and through August 6, 2024, we raised $ 21.6 million in net proceeds from the sale of 1,499,509 shares of common stock under our 2024 Common Stock Sales Agreement and we raised $ 0.1 million in net proceeds from the sale of 3,200 shares of Series F Preferred Stock.

Subsequent to September 30, 2024 and through November 4, 2024, we raised $ 2.9 million in net proceeds from the sale of 182,368 shares of common stock under our 2024 Common Stock Sales Agreement and we raised $ 0.1 million in net proceeds from the sale of 4,000 shares of Series F Preferred Stock.

Financing Activity

On October 21, 2024, we fully repaid one mortgage with an outstanding balance of $ 14.8 million collateralized by two properties.

This mortgage had a fixed interest rate of 4.04 %.

On October 21, 2024, we issued $ 15.2 million of fixed rate mortgage debt, collateralized by two properties, at an interest rate of 5.60 % and a maturity date of August 31, 2029.

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

What changed 10-Q

Item 1. Financial Statements