What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-03 compared with 2025-08-06 · 206 added, 175 removed, 546 unchanged (41% of the section changed)

3 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Real estate, at cost $ 1,400,357 $ 1,211,793

31 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, 2025 and December 31, 2024, respectively (3)

and 7,052,334 and 7,052,334 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively (3)

$ 170,041 $ 170,041

2 unchanged sentences

950,000 shares authorized;

and 386,723 and 389,190 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively (3)

and 386,723 and 389,190 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively (3)

Common stock, par value $ 0.001 per share, 62,578,987 and 62,400,887 shares authorized;

and 46,508,942 and 43,986,038 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively (3)

and 48,400,749 and 43,986,038 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively (3)

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

$ 25 per share liquidation preference;

25,793,511 and 25,898,227 shares authorized and 836,429 and 914,553 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively (3)

25,720,127 and 25,898,227 shares authorized and 767,237 and 914,553 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively (3)

Additional paid in capital 841,960 784,389

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,

2025 2024 2025 2024

15 unchanged sentences

Interest expense $ ( 10,704 ) $ ( 9,299 ) $ ( 29,900 ) $ ( 28,259 )

Gain (loss) on sale of real estate, net 377 ( 47 ) 377 236

(Loss) gain on sale of real estate, net ( 10 ) 10,319 367 10,554

Gain on debt extinguishment, net — — — 300

Other (expense) income ( 72 ) 26 559 60

Total other expense, net $ ( 9,753 ) $ ( 9,484 ) $ ( 18,260 ) $ ( 18,364 )

Other income 31 12 590 73

Total other (expense) income, net $ ( 10,683 ) $ 1,032 $ ( 28,943 ) $ ( 17,332 )

Net income $ 4,137 $ 11,721 $ 13,908 $ 16,843

Net (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 1 ) 11 ( 3 ) 9

Net income available to OP Units held by Non-controlling OP Unitholders ( 1 ) ( 44 ) ( 4 ) ( 35 )

Net income available to the Company $ 4,136 $ 11,677 $ 13,904 $ 16,808

2 unchanged sentences

Gain (loss) on extinguishment of Series F preferred stock, net 6 2 5 ( 4 )

Net income (loss) available (attributable) to common stockholders $ 1,456 $ ( 1,614 ) $ 3,374 $ ( 1,313 )

Net income available to common stockholders $ 982 $ 8,467 $ 4,354 $ 7,153

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

Income (loss) available (attributable) to common stockholders $ 0.03 $ ( 0.04 ) $ 0.07 $ ( 0.03 )

Income available to common stockholders $ 0.02 $ 0.20 $ 0.09 $ 0.17

Weighted average shares of common stock outstanding

3 unchanged sentences

Comprehensive (loss) income

Change in unrealized (loss) gain related to interest rate hedging instruments, net $ ( 2,344 ) $ 470 $ ( 6,360 ) $ 5,888

Other comprehensive (loss) income ( 2,344 ) 470 ( 6,360 ) 5,888

Change in unrealized loss related to interest rate hedging instruments, net $ ( 604 ) $ ( 10,456 ) $ ( 6,964 ) $ ( 4,568 )

Other comprehensive loss ( 604 ) ( 10,456 ) ( 6,964 ) ( 4,568 )

Net income $ 4,137 $ 11,721 $ 13,908 $ 16,843

Comprehensive income $ 3,533 $ 1,265 $ 6,944 $ 12,275

Comprehensive (income) loss (available) attributable to OP Units held by Non-controlling OP Unitholders ( 1 ) 11 ( 3 ) 9

Comprehensive income available to OP Units held by Non-controlling OP Unitholders ( 1 ) ( 44 ) ( 4 ) ( 35 )

Total comprehensive income available to the Company $ 3,532 $ 1,221 $ 6,940 $ 12,240

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:

17 unchanged sentences

Increase in accounts payable and accrued expenses 2,534 1,372

Increase in amount due to Adviser and Administrator 471 1,085

Decrease in other liabilities ( 1,784 ) ( 1,588 )

(Decrease) increase in amount due to Adviser and Administrator ( 72 ) 507

Increase (decrease) in other liabilities 1,758 ( 2,873 )

Leasing commissions paid ( 1,195 ) ( 4,567 )

27 unchanged sentences

SUPPLEMENTAL AND NON-CASH INFORMATION

Unrealized (loss) gain related to interest rate hedging instruments, net $ ( 6,360 ) $ 5,888

Unrealized loss related to interest rate hedging instruments, net $ ( 6,964 ) $ ( 4,568 )

Right-of-use asset from finance leases $ 2,938 $ —

1 unchanged sentence

Capital improvements and leasing commissions included in accounts payable and accrued expenses $ 4,551 $ 6,330

Increase in asset retirement obligation assumed in acquisition $ 93 $ —

Increase in asset retirement obligation in connection with acquisition $ 164 $ —

Dividends paid on Series F preferred stock via additional share issuances $ 343 $ 385

1 unchanged sentence

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 $ 18,400 $ 10,531

10 unchanged sentences

Gladstone Commercial Corporation conducts substantially all of its operations through a subsidiary, Gladstone Commercial Limited Partnership, a Delaware limited partnership (the “Operating Partnership”).

As of June 30, 2025, we owned 143 properties totaling 17.0 million square feet across 27 states.

As of September 30, 2025, we owned 151 properties totaling 17.7 million square feet across 27 states.

All references herein to “we,” “our,” “us” and the “Company” mean Gladstone Commercial Corporation and its consolidated subsidiaries, except where it is made clear that the term means only Gladstone Commercial Corporation.

6 unchanged sentences

Securities and Exchange Commission (the “SEC”) on February 18, 2025.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for other interim periods or for the full 2025 fiscal year.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for other interim periods or for the full 2025 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, 2024.

There were no material changes to our critical accounting policies during the three and six months ended June 30, 2025.

There were no material changes to our critical accounting policies during the three and nine months ended September 30, 2025.

Segment Reporting

5 unchanged sentences

The primary drivers of our revenue growth will be the rolling of in-place leases to current market rents when leases expire, and the acquisition of new properties.

We believe our active portfolio management, combined with the skills of our asset management team will allow us to maximize net income across our portfolio.

our active portfolio management, combined with the skills of our asset management team will allow us to maximize net income across our portfolio.

Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer.

21 unchanged sentences

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

As of June 30, 2025 and December 31, 2024, $ 3.0 million and $ 2.5 million, respectively, was collectively due to our Adviser and Administrator, pursuant to the Advisory Agreement and Administration Agreement.

As of September 30, 2025 and December 31, 2024, $ 2.5 million and $ 2.5 million, respectively, was collectively due to our Adviser and Administrator, pursuant to the Advisory Agreement and Administration Agreement.

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.

During its July 2025 meeting, our Board of Directors reviewed and renewed the Administration Agreement for an additional year, through August 31, 2026.

During its July 2025 meeting, our Board of Directors reviewed and renewed the Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2026.

Base Management Fee

The base management fee is payable quarterly in arrears and calculated at an annual rate of 0.425 % ( 0.10625 % per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined in the Advisory Agreement as the current gross value of our property portfolio (meaning the aggregate of each property’s original acquisition price plus the cost of any subsequent capital improvements thereon).

For the three and six months ended June 30, 2025, we recorded a base management fee of $ 1.6 million and $ 3.2 million, respectively.

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 nine months ended September 30, 2025, we recorded a base management fee of $ 1.7 million and $ 4.9 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.

Incentive Fee

3 unchanged sentences

However, in no event shall the incentive fee for a particular quarter exceed by 15.0 % (the cap) the average quarterly incentive fee paid by us for the previous four quarters (excluding quarters for which no incentive fee was paid).

Core FFO, as defined in the Advisory Agreement, is GAAP net income (loss) available (attributable) to common stockholders, excluding the incentive fee, depreciation and amortization, any realized and unrealized gains, losses or other non-cash items recorded in net income (loss) available (attributable) to common stockholders for the period, and one-time events pursuant to changes in GAAP.

Core FFO, as defined in the Advisory Agreement, is

GAAP net income (loss) available (attributable) to common stockholders, excluding the incentive fee, depreciation and amortization, any realized and unrealized gains, losses or other non-cash items recorded in net income (loss) available (attributable) to common stockholders for the period, and one-time events pursuant to changes in GAAP.

On January 10, 2023, the Company amended and restated the Advisory Agreement by entering into the Seventh Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Seventh Amended Advisory Agreement”), as approved unanimously by our Board of Directors, including specifically our independent directors.

5 unchanged sentences

The calculation of all other fees was unchanged.

For the three and six months ended June 30, 2025, we recorded an incentive fee of $ 0.7 million and $ 1.3 million, respectively, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 0.7 million and $ 0.7 million, respectively.

For the three and six months ended June 30, 2024, we recorded an incentive fee of $ 1.2 million and $ 2.4 million, respectively, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 0.3 million and $ 1.0 million, respectively.

For the three and nine months ended September 30, 2025, we recorded an incentive fee of $ 0.7 million and $ 2.1 million, respectively, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 0.7 million and $ 1.4 million, respectively.

For the three and nine months ended September 30, 2024, we recorded an incentive fee of $ 1.1 million and $ 3.6 million, respectively, partially offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 0.4 million and $ 1.4 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, 2025 or 2024.

No capital gain fee was recognized during the three and nine months ended September 30, 2025 or 2024.

Termination Fee

4 unchanged sentences

Administration Agreement

Under the terms of the Administration Agreement, we pay separately for our allocable portion of the Administrator’s overhead expenses in performing its obligations to us including, but not limited to, rent and our allocable portion of the salaries and benefits expenses of our Administrator’s employees, including, but not limited to, our chief financial officer, treasurer, chief compliance officer, co-general counsels and co-secretaries (Mr.

LiCalsi also serves as our Administrator’s president, co-general counsel and co-secretary), and their respective staffs.

1 unchanged sentence

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 for actual services performed.

For the three and six months ended June 30, 2025, we recorded an

administration fee of $ 0.6 million and $ 1.2 million, respectively.

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 nine months ended

September 30, 2025, we recorded an administration fee of $ 0.7 million and $ 1.9 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.

Gladstone Securities

8 unchanged sentences

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 did not pay financing fees to Gladstone Securities during the three and six months ended June 30, 2025.

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 did not pay financing fees to Gladstone Securities during the three and nine months ended September 30, 2025.

We did not pay financing fees to Gladstone Securities during the three months ended September 30, 2024 but paid financing fees to Gladstone Securities of $ 9,233 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.

Our Board of Directors renewed the agreement for an additional year, through August 31, 2026, at its July 2025 meeting.

Dealer Manager Agreement

On February 20, 2020, we entered into a dealer manager agreement, as amended on February 9, 2023 (together, the “Dealer Manager Agreement”), whereby Gladstone Securities acts as the exclusive dealer manager in connection with our offering (the “Offering”) of up to (i) 20,000,000 shares of 6.00 % Series F Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series F Preferred Stock”), on a “reasonable best efforts” basis (the “Primary Offering”), and (ii) 6,000,000 shares of Series F Preferred Stock pursuant to our distribution reinvestment plan (the “DRIP”) to those holders of the Series F Preferred Stock who participate in such DRIP.

On February 20, 2020, we entered into a dealer manager agreement, as amended on February 9, 2023 (together, the “Dealer Manager Agreement”), whereby Gladstone Securities acted as the exclusive dealer manager in connection with our offering (the “Offering”) of up to (i) 20,000,000 shares of 6.00 % Series F Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series F Preferred Stock”), on a “reasonable best efforts” basis (the “Primary Offering”), and (ii) 6,000,000 shares of Series F Preferred Stock pursuant to our distribution reinvestment plan (the “DRIP”) to those holders of the Series F Preferred Stock who participated in such DRIP.

Prior to the effectiveness of the Company’s Registration Statement on Form S-3 (File No.

3 unchanged sentences

333-236143) (the “2020 Registration Statement”), and offered and sold pursuant to a prospectus supplement, dated February 20, 2020, and a base prospectus dated February 11, 2020.

Under the Dealer Manager Agreement, Gladstone Securities, as dealer manager, provide certain sales, promotional and marketing services to us in connection with the Offering, and we pay Gladstone Securities (i) selling commissions of 6.0 % of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Selling Commissions”), and (ii) a dealer manager fee of 3.0 % of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Dealer Manager Fee”).

Under the Dealer Manager Agreement, Gladstone Securities, as dealer manager, provided certain sales, promotional and marketing services to us in connection with the Offering, and we paid Gladstone Securities (i) selling commissions of 6.0 % of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Selling Commissions”), and (ii) a dealer manager fee of 3.0 % of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Dealer Manager Fee”).

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 for payment of a portion of the Dealer Manager Fee to participating broker-dealers in support of the Offering.

We paid fees of $ 4,950 and $ 0.03 million to Gladstone Securities during the three and six months ended June 30, 2025, respectively, in connection with 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.

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 six months ended June 30, 2025 and 2024.

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 these would be anti-dilutive.

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

We computed basic earnings (loss) per share for the three and six months ended June 30, 2025 and 2024 using the weighted average number of shares outstanding during the respective periods.

The diluted earnings per share for the three and six months ended June 30, 2025 and 2024 would reflect 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 June 30, For the six months ended June 30,

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

We did not pay fees to Gladstone Securities during the three months ended September 30, 2025 and paid fees of $ 0.03 million to Gladstone Securities during the nine months ended September 30, 2025 in connection with 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.

Earnings Per Share of Common Stock

The following tables set forth the computation of basic and diluted earnings per share of common stock for the three and nine months ended September 30, 2025 and 2024.

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 per share calculations, as these would be anti-dilutive.

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

We computed basic earnings per share for the three and nine months ended September 30, 2025 and 2024 using the weighted average number of shares outstanding during the respective periods.

The diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 would reflect 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 available 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,

2025 2024 2025 2024

Calculation of basic and diluted earnings per share of common stock:

Net income (loss) available (attributable) to common stockholders $ 1,456 $ ( 1,614 ) $ 3,374 $ ( 1,313 )

Net income available to common stockholders $ 982 $ 8,467 $ 4,354 $ 7,153

Denominator for basic and diluted weighted average shares of common stock (1) (2) 46,877,686 42,790,685 45,909,771 41,041,621

Basic and diluted earnings (loss) per share of common stock $ 0.03 $ ( 0.04 ) $ 0.07 $ ( 0.03 )

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 39,474 for both the three and six months ended June 30, 2025 and 241,637 and 276,140 for the three and six months ended June 30, 2024, respectively.

(2) We excluded convertible shares of Senior Common Stock of 328,559 and 342,247 from the calculation of diluted earnings (loss) per share for the three and six months ended June 30, 2025 and 2024, respectively, because these shares were anti-dilutive.

Basic and diluted earnings per share of common stock $ 0.02 $ 0.20 $ 0.09 $ 0.17

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 39,474 for both the three and nine months ended September 30, 2025 and 39,474 and 196,675 for the three and nine months ended September 30, 2024, respectively.

(2) We excluded convertible shares of Senior Common Stock of 328,559 and 339,299 from the calculation of diluted earnings per share for the three and nine months ended September 30, 2025 and 2024, respectively, because these shares 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, 2025 and December 31, 2024, respectively, excluding real estate held for sale (dollars in thousands):

June 30, 2025 December 31, 2024

The following table sets forth the components of our investments in real estate as of September 30, 2025 and December 31, 2024, respectively, excluding real estate held for sale (dollars in thousands):

September 30, 2025 December 31, 2024

Land (1) $ 152,453 $ 139,743

4 unchanged sentences

(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 $ 10.5 million and $ 20.3 million for the three and six months ended June 30, 2025, respectively.

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.

We acquired ten industrial properties during the six months ended June 30, 2025, and acquired five properties during the six months ended June 30, 2024.

Real estate depreciation expense on building and tenant improvements was $ 10.8 million and $ 31.1 million for the three and nine months ended September 30, 2025, respectively.

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.

We acquired 19 industrial properties during the nine months ended September 30, 2025, and acquired six industrial properties during the nine months ended September 30, 2024.

The acquisitions are summarized below (dollars in thousands):

Six Months Ended Aggregate Square Footage Weighted Average Remaining Lease Term at Time of Acquisition Aggregate Purchase Price Aggregate Capitalized Acquisition Expenses

June 30, 2025 (1) 874,871 14.3 years $ 153,067 $ 867

June 30, 2024 (2) 142,125 25.1 years $ 11,954 $ 267

Nine Months Ended Aggregate Square Footage Weighted Average Remaining Lease Term at Time of Acquisition Aggregate Purchase Price Aggregate Capitalized Acquisition Expenses

September 30, 2025 (1) 1,568,107 15.9 years $ 207,905 $ 1,205

September 30, 2024 (2) 192,227 21.0 years $ 22,122 $ 435

(1) On February 19, 2025, we acquired a five -property, 215,474 square foot portfolio in Houston, Texas for $ 29.5 million.

6 unchanged sentences

These properties are fully leased to one tenant and had 10.0 years of remaining lease term at the time we acquired the portfolio.

On September 30, 2025, we acquired a nine -property, 693,236 square foot portfolio for $ 54.8 million.

The properties are located in Cartersville, Georgia;

Ossian, Indiana;

Ligonier, Indiana;

Caro, Michigan ( four properties);

Chesterfield, Michigan;

and Cass City, Michigan.

These properties are fully leased to one tenant and had 20.0 years of remaining lease term at the time we acquired the portfolio.

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

These properties were fully leased to one tenant and had 25.1 years of remaining lease term at the time we acquired the portfolio.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the six months ended June 30, 2025 and 2024 as follows (dollars in thousands):

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

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.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the nine months ended September 30, 2025 and 2024 as follows (dollars in thousands):

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Acquired assets and liabilities Purchase price Purchase price

9 unchanged sentences

(1) The Dallas-Fort Worth, Texas property that we acquired is subject to a ground lease, therefore there is no land asset included on the condensed consolidated balance sheets.

(2) This amount includes $ 250 of prepaid rent included in Other liabilities on the condensed consolidated balance sheets.

(3) This amount includes $ 90 of loans receivable included in Other assets on the condensed consolidated balance sheets.

(2) This amount includes $ 838 of loans receivable included in Other assets on the condensed consolidated balance sheets related to sale-leaseback acquisitions.

(3) This amount includes $ 1,627 of prepaid rent included in Other liabilities on the condensed consolidated balance sheets related to sale-leaseback acquisitions.

(4) This amount includes $ 90 of loans receivable included in Other assets on the condensed consolidated balance sheets related to sale-leaseback acquisitions.

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, 2025 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, 2025 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, 2025 $ 65,974

Three Months Ending December 31, 2025 $ 34,130

Thereafter 556,776

2 unchanged sentences

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, 2025 and 2024, 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, 2025 and 2024, respectively (dollars in thousands):

For the three months ended September 30,

Lease revenue reconciliation 2025 2024 $ Change % Change

2 unchanged sentences

$ 40,841 $ 39,235 $ 1,606 4.1 %

For the six months ended June 30,

For the nine months ended September 30,

Lease revenue reconciliation 2025 2024 $ Change % Change

3 unchanged sentences

Sales-Type Leases

During the six months ended June 30, 2025, we had one lease classified as a sales-type lease.

During the nine months ended September 30, 2025, we had one lease classified as a sales-type lease.

We recorded a sales-type lease receivable of $ 18.5 million in the condensed consolidated balance sheets, net of $ 0.02 million in allowance for credit loss.

For the three and six months ended June 30, 2025, the interest income earned from sales-type leases of $ 0.1 million and $ 0.5 million, respectively, was included in other income in the condensed consolidated statements of operations.

There was no sales-type lease activity in the three and six months ended June 30, 2024.

In developing the expected credit loss, we reviewed the tenant’s credit rating, which is AA- stable, performed a collectability analysis, and confirmed they were current on payments as of June 30, 2025.

For the three and nine months ended September 30, 2025, the interest income earned from sales-type leases of $ 0.0 million and $ 0.5 million, respectively, was included in other income in the condensed consolidated statements of operations.

There was no sales-type lease activity in the three and nine months ended September 30, 2024.

On April 1, 2025, the tenant exercised their purchase option provided in their lease agreement with us.

The sale transaction was completed on April 30, 2025, resulting in the realization of the sales-type lease receivable from the condensed consolidated balance sheets.

Refer to see Note 5, “Real Estate, Held for Sale and Impairment Charges” for additional detail.

Refer to see Note 5, “Real Estate Dispositions, Held for Sale and Impairment Charges” for additional detail.

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, 2025 and December 31, 2024, respectively, excluding real estate held for sale (dollars in thousands):

June 30, 2025 December 31, 2024

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, 2025 and December 31, 2024, respectively, excluding real estate held for sale (dollars in thousands):

September 30, 2025 December 31, 2024

Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization

6 unchanged sentences

Below market leases and deferred revenue ( 58,731 ) 39,602 ( 56,616 ) 34,620

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 3.8 million and $ 7.2 million for the three and six months ended June 30, 2025, respectively, and $ 5.8 million and $ 9.3 million for the three and six months ended June 30, 2024, 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 $ 0.2 million for the three and six months ended June 30, 2025, respectively, and $ 0.1 million and $ 0.3 million for the three and six months ended June 30, 2024, 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 $ 1.6 million and $ 3.2 million for the three and six months ended June 30, 2025, respectively, and $ 2.1 million and $ 3.8 million for the three and six months ended June 30, 2024, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

We acquired ten industrial properties during the six months ended June 30, 2025, and acquired five industrial properties during the six months ended June 30, 2024.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the six months ended June 30, 2025 and 2024, were as follows:

Intangible Assets & Liabilities June 30, 2025 June 30, 2024

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 4.5 million and $ 11.7 million for the three and nine months ended September 30, 2025, respectively, and $ 3.6 million and $ 12.9 million for the three and nine months ended September 30, 2024, 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, 2025, respectively, and $ 0.1 million and $ 0.4 million for the three and nine months ended September 30, 2024, 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 $ 5.0 million for the three and nine months ended September 30, 2025, respectively, and $ 1.7 million and $ 5.5 million for the three and nine months ended September 30, 2024, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

We acquired 19 industrial properties during the nine months ended September 30, 2025, and acquired six industrial properties during the nine months ended September 30, 2024.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the nine months ended September 30, 2025 and 2024, were as follows:

Intangible Assets & Liabilities September 30, 2025 September 30, 2024

In-place leases 18.2 21.3

6 unchanged sentences

Real Estate Dispositions

We sold one property and completed the sale transaction related to one property during the six months ended June 30, 2025 and sold four properties during the six months ended June 30, 2024.

During the six months ended June 30, 2025, we continued to execute our capital recycling program, whereby we sell properties outside of our core markets and redeploy proceeds to either fund property acquisitions in our target secondary growth markets, or repay outstanding debt.

We sold two properties and completed the sale transaction related to one property during the nine months ended September 30, 2025 and sold six properties during the nine months ended September 30, 2024.

During the nine months ended September 30, 2025, we continued to execute our capital recycling program, whereby we sell properties outside of our core markets and redeploy proceeds to either fund property acquisitions in our target secondary growth markets, or repay outstanding debt.

We expect to continue to execute our capital recycling plan and sell non-core properties as reasonable disposition opportunities become available.

During the six months ended June 30, 2025, we sold one non-core property, located in Hickory, North Carolina, which is summarized in the table below (dollars in thousands):

Aggregate Square Footage Sold Aggregate Sales Price Aggregate Sales Costs Aggregate Gain on Sale of Real Estate, net

During the nine months ended September 30, 2025, we sold two non-

core properties, located in Hickory, North Carolina and Oklahoma City, Oklahoma, which is 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, 2025 Aggregate Gain on Sale of Real Estate, net

116,000 $ 8,025 $ 487 $ 9 $ 367

On April 30, 2025, we completed the transaction to sell our 676,031 square foot property in Tifton, Georgia for $ 18.5 million, incurring $ 0.3 million in closing costs, which are included in other expense in the condensed consolidated statement of operations for the three and six months ended June 30, 2025.

On April 30, 2025, we completed the transaction to sell our 676,031 square foot property in Tifton, Georgia for $ 18.5 million, incurring $ 0.3 million in closing costs, which are included in other expense in the condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2025.

During the year ended December 31, 2024, we recorded a sales-type lease receivable on this property and derecognized the carrying value of this property, recognizing a $ 3.9 million selling profit from sales-type lease, net, that was included in the gain on sale of real estate, net, in the consolidated statement of operations.

Our disposition during the six months ended June 30, 2025 was not classified as discontinued operations because it did not represent a strategic shift in operations, nor will it have a major effect on our operations and financial results.

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

The table below summarizes the components of operating income from the real estate and related assets disposed of during the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

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

Our dispositions during the nine months ended September 30, 2025 were not classified as discontinued operations because they did not represent a strategic shift in operations, nor will they 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 the real estate and related assets disposed of during the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

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

2025 2024 2025 2024

3 unchanged sentences

Income (expense) from real estate and related assets sold $ ( 8 ) $ 149 $ 474 $ ( 195 )

(1) Includes a $ 0.4 million gain on sale of real estate, net, from one property sale.

(1) Includes a $ 0.01 million loss on sale of real estate, net, from one property sale.

(2) Includes a $ 0.01 million impairment charge on one property.

(3) Includes a $ 0.4 million gain on sale of real estate, net, from two property sales.

Real Estate Held for Sale

At June 30, 2025, we had one property classified as held for sale, located in Oklahoma City, Oklahoma.

We consider this asset to be non-core to our long-term strategy.

At September 30, 2025, we did not have any properties classified as held for sale.

At December 31, 2024, we had two properties classified as held for sale, located in Tifton, Georgia and Hickory, North Carolina, and which have been sold as described above.

The table below summarizes the components of the assets and liabilities held for sale at June 30, 2025 and December 31, 2024, reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

June 30, 2025 December 31, 2024

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

December 31, 2024

Assets Held for Sale

3 unchanged sentences

Impairment Charges

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the six months ended June 30, 2025 and did not recognize an impairment charge.

We recognized an impairment charge of $ 0.01 million on our one held for sale asset during the six months ended June 30, 2025.

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 did not recognize an impairment charge on our held and used assets during the six months ended June 30, 2024.

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.

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, 2025 and did not recognize an impairment charge.

We recognized an impairment charge of $ 0.01 million on one held for sale asset, located in Oklahoma City, Oklahoma, during the nine months ended September 30, 2025.

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 impaired this property to equal the fair market value less costs of sale.

We did not recognize an impairment charge on our held and used assets during the nine months ended September 30, 2024.

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.

Mortgage Notes Payable, Credit Facility, Unsecured Term Loan, and Senior Unsecured Notes

Our $ 155.0 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, Credit Facility, our Operating Partnership’s $ 20.0 million unsecured term loan (“Term Loan D”), and our Operating Partnership’s $ 75.0 million senior unsecured notes (the “2029 Notes”) as of June 30, 2025 and December 31, 2024 are summarized below (dollars in thousands):

Our mortgage notes payable, Credit Facility, our Operating Partnership’s $ 20.0 million unsecured term loan (“Term Loan D”), and our Operating Partnership’s $ 75.0 million senior unsecured notes (the “2029 Notes”) as of September 30, 2025 and December 31, 2024 are summarized below (dollars in thousands):

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

June 30, 2025 June 30, 2025 December 31, 2024 June 30, 2025 June 30, 2025

September 30, 2025 September 30, 2025 December 31, 2024 September 30, 2025 September 30, 2025

Mortgage and other secured loans:

Fixed rate mortgage loans 45 $ 257,106 $ 264,243 (1) (2)

Variable rate mortgage loans — — 7,260 SOFR + 2.25 %

Variable rate mortgage loans — — 7,260 N/A N/A

Premiums and discounts, net — 13 ( 8 ) N/A N/A

20 unchanged sentences

Total mortgage notes payable, credit facility, unsecured term loan, and senior unsecured notes 45 $ 843,285 $ 693,385 (5)

(1) As of June 30, 2025, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.63 %.

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

(3) As of June 30, 2025, the Secured Overnight Financing Rate (“SOFR”) was approximately 4.45 %.

(4) The weighted average interest rate on the mortgage notes outstanding as of June 30, 2025 was approximately 4.22 %.

(5) The weighted average interest rate on all debt outstanding as of June 30, 2025 was approximately 5.33 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 96 unencumbered properties as of June 30, 2025.

(1) As of September 30, 2025, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.63 %.

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

(3) As of September 30, 2025, the Secured Overnight Financing Rate (“SOFR”) was approximately 4.24 %.

(4) The weighted average interest rate on the mortgage notes outstanding as of September 30, 2025 was approximately 4.22 %.

(5) The weighted average interest rate on all debt outstanding as of September 30, 2025 was approximately 5.24 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 105 unencumbered properties as of September 30, 2025.

N/A - Not Applicable

Mortgage Notes Payable

As of June 30, 2025, we had 39 mortgage notes payable, collateralized by a total of 44 properties with a net book value of $ 423.8 million.

As of September 30, 2025, we had 39 mortgage notes payable, collateralized by a total of 45 properties with a net book value of $ 430.6 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, 2025, we did not have any mortgages subject to recourse.

As of September 30, 2025, we did not have any mortgages subject to recourse.

From time to time, we 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, 2025, we repaid one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

During the nine months ended September 30, 2025, we repaid one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

Aggregate Variable Rate Debt Repaid Weighted Average Interest Rate on Variable Rate Debt Repaid

$ 7,181 SOFR + 2.25 %

We made payments of $ 0.2 million for deferred financing costs during both the three and six months ended June 30, 2025.

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

Scheduled principal payments of mortgage notes payable for the six months ending December 31, 2025, and each of the five succeeding fiscal years and thereafter, are as follows (dollars in thousands):

We made payments of $ 0.6 million and $ 0.8 million for deferred financing costs during the three and nine months ended September 30, 2025, respectively.

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

Scheduled principal payments of mortgage notes payable for the three months ending December 31, 2025, 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, 2025 $ 7,929

Three Months Ending December 31, 2025 $ 5,523

Thereafter 14,988

10 unchanged sentences

and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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, 2025 and December 31, 2024, our interest rate cap agreements and interest rate swaps were valued using Level 2 inputs.

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 September 30, 2025 and December 31, 2024, 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.

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, 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.

1 unchanged sentence

During the next 12 months, we estimate that an additional $ 0.3 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, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

The following table summarizes the interest rate caps at September 30, 2025 and December 31, 2024 (dollars in thousands):

September 30, 2025 December 31, 2024

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

7 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, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

The following table summarizes our interest rate swaps at September 30, 2025 and December 31, 2024 (dollars in thousands):

September 30, 2025 December 31, 2024

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

1 unchanged sentence

The following table presents the impact of our derivative instruments in the condensed consolidated financial statements (dollars in thousands):

Amount of (loss) gain, net, recognized in Comprehensive Income

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

Amount of loss, net, recognized in Comprehensive Income

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

2025 2024 2025 2024

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,

2025 2024 2025 2024

3 unchanged sentences

Asset (Liability) Derivatives Fair Value at

Derivatives Designated as Hedging Instruments Balance Sheet Location June 30, 2025 December 31, 2024

Derivatives Designated as Hedging Instruments Balance Sheet Location September 30, 2025 December 31, 2024

Interest rate caps Other assets $ — $ —

2 unchanged sentences

Total derivative liabilities, net $ 1,982 $ 8,946

The fair value of all mortgage notes payable outstanding as of June 30, 2025 was $ 241.1 million, as compared to the carrying value stated above of $ 257.9 million.

The fair value of all mortgage notes payable outstanding as of September 30, 2025 was $ 244.8 million, as compared to the carrying value stated above of $ 255.5 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.

5 unchanged sentences

We entered into multiple interest rate swap agreements on Term Loan C, which swap the interest rate to fixed rates from 3.15 % to 3.75 %.

We incurred fees of approximately $ 4.2 million in connection with extending and upsizing our Credit Facility.

We incurred fees of approximately $ 4.2 million in connection with amending, extending, and upsizing our Credit Facility.

The net proceeds of the transaction were used to repay the then-outstanding borrowings on the Revolver, pay off mortgage debt, and fund acquisitions.

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, 2025, there was $ 444.4 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 5.76 %, and $ 2.1 million outstanding letters of credit, at a weighted average interest rate of 1.35 %.

As of June 30, 2025, the maximum additional amount we could draw under the Credit Facility was $ 27.0 million.

We were in compliance with all covenants under the Credit Facility as of June 30, 2025.

On September 18, 2025, we amended our Credit Facility again, increasing our Revolver from $ 125.0 million to $ 155.0 million.

We incurred fees of approximately $ 0.5 million in connection with the increase to our Credit Facility.

The increased credit availability was used, in part, to fund the September 30, 2025 nine-property portfolio acquisition.

As of September 30, 2025, there was $ 495.4 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 5.55 %, and $ 2.1 million outstanding letters of credit, at a weighted average interest rate of 1.35 %.

As of September 30, 2025, the maximum additional amount we could draw under the Credit Facility was $ 6.2 million.

We were in compliance with all covenants under the Credit Facility as of September 30, 2025.

Unsecured Term Loan D

1 unchanged sentence

Term Loan D is unsecured and has a maturity date of May 30, 2027 and a SOFR spread ranging from 155 to 200 basis points throughout the life of the loan.

The amount outstanding approximates fair value as of June 30, 2025.

The proceeds were used to pay down the Revolver.

The amount outstanding under the Credit Facility and Term Loan D approximates fair value as of June 30, 2025.

The proceeds from Term Loan D were used to pay down the Revolver.

The amount outstanding under the Credit Facility and Term Loan D approximates fair value as of September 30, 2025.

Subsequent to September 30, 2025, Term Loan D was repaid, as discussed in Note 9 “Subsequent Events”.

Senior Unsecured Notes

On December 18, 2024, we and the Operating Partnership entered into a Note Purchase Agreement with the institutional investors named therein, in connection with a private placement of $ 75.0 million of the 2029 Notes.

The amount outstanding approximates fair value as of June 30, 2025.

The proceeds were used to pay down Term Loan B by $ 20.0 million and the Revolver by $ 55.0 million.

The fair value of the 2029 Notes outstanding as of September 30, 2025 was $ 74.3 million, as compared to the carrying value stated above of $ 74.1 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.

The fair value was calculated using Level 3 inputs of the hierarchy established by ASC 820, “Fair Value Measurements and Disclosures.”

Commitments and Contingencies

1 unchanged sentence

We are obligated as lessee under four ground leases.

Future minimum rental payments due under the terms of these leases for the six months ending December 31, 2025 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, 2025 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, 2025 $ 228

Three Months Ending December 31, 2025 $ 114

Thereafter 2,975

3 unchanged sentences

Year Future Lease Payments Due Under Finance Leases

Six Months Ending December 31, 2025 $ 77

Three Months Ending December 31, 2025 $ 39

Thereafter 7,098

2 unchanged sentences

Present value of lease payments $ 2,955

Rental expense incurred for properties with ground lease obligations during the three and six months ended June 30, 2025 was $ 0.1 million and $ 0.2 million, respectively.

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 nine months ended September 30, 2025 was $ 0.1 million and $ 0.4 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.

Three of 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.

2 unchanged sentences

Letters of Credit

As of June 30, 2025, there were $ 2.1 million outstanding letters of credit related to mortgage requirements at our Maitland, Florida properties.

As of September 30, 2025, there were $ 2.1 million outstanding letters of credit related to mortgage requirements at our Maitland, Florida properties.

Equity and Mezzanine Equity

Stockholders’ Equity

The following table summarizes the changes in our equity for the three and six months ended June 30, 2025 and 2024 (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, 2025 and 2024 (dollars in thousands):

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

2025 2024 2025 2024

20 unchanged sentences

Balance, beginning of period $ 4,303 $ 13,759 $ 10,648 $ 7,758

Comprehensive (loss) income ( 2,344 ) 470 ( 6,360 ) 5,888

Comprehensive loss ( 604 ) ( 10,456 ) ( 6,964 ) ( 4,568 )

Reclassification into interest expense — 62 15 175

12 unchanged sentences

Distributions declared to common, senior common, and preferred stockholders ( 17,231 ) ( 16,168 ) ( 50,882 ) ( 46,726 )

Comprehensive (loss) income ( 2,344 ) 470 ( 6,360 ) 5,888

Comprehensive loss ( 604 ) ( 10,456 ) ( 6,964 ) ( 4,568 )

Reclassification into interest expense — 62 15 175

7 unchanged sentences

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 14 ( 17 ) 34 3,145

Net income (loss) available (attributable) to OP Units held by Non-controlling OP Unitholders 1 ( 11 ) 3 ( 9 )

Net income available to OP Units held by Non-controlling OP Unitholders 1 44 4 35

Balance, end of period $ 132 $ 129 $ 132 $ 129

1 unchanged sentence

Distributions

We paid the following distributions per share for the three and six months ended June 30, 2025 and 2024:

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, 2025 and 2024:

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

2025 2024 2025 2024

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, 2025, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

During the nine months ended September 30, 2025, 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.

1 to the 2023 Common Stock Sales Agreement (the “2024 Common Stock Sales Agreement”).

1 to the 2023 Common Stock Sales Agreement (as amended from time to time, the “2024 Common Stock Sales Agreement”).

The amendment permitted shares of common stock to be issued pursuant to the 2024 Common Stock Sales Agreement under the 2024 Registration Statement, and future registration statements on Form S-3.

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, 2025, we sold 2,521,007 shares of common stock, raising approximately $ 38.0 million in net proceeds under the 2024 Common Stock Sales Agreement.

On August 12, 2025, we entered into Amendment No.

2 (“Amendment No.

2”) to the 2024

Common Stock Sales Agreement which, among other things, (i) removed Baird as a Common Stock Sales Agent and (ii) added Huntington Securities, Inc.

(“Huntington”) as a Common Stock Sales Agent.

After giving effect to Amendment No.

2, the Common Stock Sales Agents are BofA, Goldman Sachs, KeyBanc, Fifth Third, and Huntington.

During the nine months ended September 30, 2025, we sold 4,412,814 shares of common stock, raising approximately $ 61.0 million in net proceeds under the 2024 Common Stock Sales Agreement, as amended.

Mezzanine Equity

9 unchanged sentences

Series F Preferred Stock

On February 20, 2020, we filed with the Maryland Department of Assessments and Taxation Articles Supplementary (i) setting forth the rights, preferences and terms of the Series F Preferred Stock and (ii) reclassifying and designating 26,000,000 shares of our authorized and unissued shares of common stock as shares of Series F Preferred Stock.

On February 20, 2020, we filed Articles Supplementary with the Maryland Department of Assessments and Taxation (i) setting forth the rights, preferences and terms of the Series F Preferred Stock and (ii) reclassifying and designating 26,000,000 shares of our authorized and unissued shares of common stock as shares of Series F Preferred Stock.

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 15,700 shares of our Series F Preferred Stock, raising $ 0.4 million in net proceeds, during the six months ended June 30, 2025.

We sold 15,700 shares of our Series F Preferred Stock, raising $ 0.4 million in net proceeds, during the nine months ended September 30, 2025.

The primary offering of our Series F Preferred Stock terminated according to its terms on June 1, 2025.

1 unchanged sentence

Non-controlling Interest in Operating Partnership

As of June 30, 2025 and December 31, 2024, we owned approximately 99.9 % and 99.9 %, re spectively, of the outstanding OP Units.

As of September 30, 2025 and December 31, 2024, we owned approximately 99.9 % and 99.9 %, re spectively, of the outstanding OP Units.

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, 2025 and December 31, 2024, there were 39,474 and 39,474 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

As of September 30, 2025 and December 31, 2024, there were 39,474 and 39,474 outstanding OP Units held by Non-controlling OP Unitholders, respectively.

Subsequent Events

Distributions

On July 10, 2025, our Board of Directors declared the following monthly distributions for the months of July, August and September of 2025:

On October 14, 2025, our Board of Directors declared the following monthly distributions for the months of October, November and December of 2025:

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 21, 2025 July 31, 2025 $ 0.10 $ 0.138021 $ 0.125

August 20, 2025 August 29, 2025 0.10 0.138021 0.125

September 22, 2025 September 30, 2025 0.10 0.138021 0.125

October 24, 2025 October 31, 2025 $ 0.10 $ 0.138021 $ 0.125

November 17, 2025 November 26, 2025 0.10 0.138021 0.125

December 22, 2025 December 31, 2025 0.10 0.138021 0.125

$ 0.30 $ 0.414063 $ 0.375

2 unchanged sentences

Payment Date Distribution per Share

July August 4, 2025 $ 0.0875

August September 5, 2025 0.0875

September October 3, 2025 0.0875

October November 5, 2025 $ 0.0875

November December 5, 2025 0.0875

December January 5, 2026 0.0875

Series F Preferred Stock Distributions

Record Date Payment Date Distribution per Share

July 25, 2025 August 4, 2025 $ 0.125

August 27, 2025 September 5, 2025 0.125

September 24, 2025 October 3, 2025 0.125

Equity Activity

Subsequent to June 30, 2025 and through August 6, 2025, we raised $ 0.7 million in net proceeds from the sale of 50,540 shares of common stock under our 2024 Common Stock Sales Agreement.

October 27, 2025 November 5, 2025 $ 0.125

November 25, 2025 December 5, 2025 0.125

December 29, 2025 January 5, 2026 0.125

Financing Activity

On October 10, 2025, we amended, extended, and upsized our Credit Facility, increasing our Revolver from $ 155.0 million to $ 200.0 million (and its term to October 2029), decreasing the principal balance of Term Loan A from $ 160.0 million to $ 125.0 million (and extending its term to October 2029), increasing the principal balance of Term Loan B from $ 60.0 million to $ 143.3 million (and its term to February 2030), decreasing the principal balance of Term Loan C from $ 150.0 million to $ 131.7 million, and repaying the full principal balance of Term Loan D.

The SOFR spread increased by 10 basis points, ranging from 140 to 210 basis points for the Revolver and 135 to 205 basis points for the Term Loans, depending on our leverage.

We incurred fees of approximately $ 4.2 million in connection with amending, extending, and upsizing our Credit Facility.

The Credit Facility’s new bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, PNC Bank, National Association (“PNC Bank”), Webster Bank, National Association (“Webster Bank”), and S&T Bank.

On October 30, 2025, we fully repaid one mortgage with an outstanding balance of $ 3.1 million collateralized by one property.

This mortgage had a fixed interest rate of 4.59 %.

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