What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-03 · 193 added, 276 removed, 476 unchanged (50% of the section changed)

3 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Real estate, at cost $ 1,392,680 $ 1,390,445

9 unchanged sentences

Deferred rent receivable, net 48,753 47,922

Sales-type lease receivable, net — 18,618

Other assets 14,285 12,729

4 unchanged sentences

Borrowings under Term Loan A, Term Loan B and Term Loan C, net 397,874 397,702

Borrowings under unsecured Term Loan D, net 19,860 —

Senior unsecured notes, net 158,250 158,201

4 unchanged sentences

Accounts payable and accrued expenses 14,086 10,959

Liabilities related to assets held for sale 397 397

Due to Adviser and Administrator (1) 2,856 3,223

6 unchanged sentences

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

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

and 7,052,334 and 7,052,334 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively (3)

$ 170,041 $ 170,041

2 unchanged sentences

950,000 shares authorized;

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

and 379,223 and 379,223 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively (3)

Common stock, par value $ 0.001 per share, 62,617,145 and 62,599,663 shares authorized;

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

and 48,406,993 and 48,406,993 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively (3)

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

$ 25 per share liquidation preference;

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)

25,681,969 and 25,699,451 shares authorized and 736,368 and 750,247 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively (3)

Additional paid in capital 841,256 841,574

12 unchanged sentences

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

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

2025 2024 2025 2024

For the three months ended March 31,

Operating revenues

8 unchanged sentences

General and administrative 1,006 885

Impairment charge — 4,549 9 5,043

Total operating expense before incentive fee waiver $ 25,840 $ 23,858

1 unchanged sentence

Total operating expenses $ 25,243 $ 23,858

Other income (expense)

Other (expense) income

Interest expense $ ( 11,453 ) $ ( 9,138 )

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

Gain on debt extinguishment, net — — — 300

Other income 31 12 590 73

Gain on sale of real estate, net 1,783 —

Other (expense) income ( 24 ) 631

Total other (expense) income, net $ ( 9,694 ) $ ( 8,507 )

12 unchanged sentences

Weighted average shares of senior common stock outstanding - basic 379,223 388,686

Comprehensive (loss) income

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 )

Comprehensive income (loss)

Change in unrealized gain (loss) related to interest rate hedging instruments, net $ 2,727 $ ( 4,016 )

Other comprehensive income (loss) 2,727 ( 4,016 )

Net income $ 6,972 $ 5,136

7 unchanged sentences

(Dollars in Thousands)

For the nine months ended September 30,

For the three months ended March 31,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 14,796 13,243

Impairment charge 9 5,043

Gain on debt extinguishment, net — ( 300 )

Gain on sale of real estate, net ( 1,783 ) —

1 unchanged sentence

Amortization of deferred rent asset and liability, net ( 1,382 ) ( 1,481 )

Receipt of sales-type lease receivable 18,618 —

Straight-line rent adjustment ( 947 ) ( 378 )

Decrease in sales-type lease receivable — 114

Amortization of discount and premium on assumed debt, net 10 7

2 unchanged sentences

Amortization of right-of-use asset finance lease liabilities, net 9 —

Bad debt expense — 64

Operating changes in assets and liabilities

Increase in other assets ( 530 ) ( 5,641 )

Increase in deferred rent receivable ( 1,960 ) ( 4,612 )

Decrease in other assets ( 287 ) ( 418 )

Increase in accounts payable and accrued expenses 2,313 978

(Decrease) increase in amount due to Adviser and Administrator ( 367 ) 841

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

Decrease in other liabilities ( 1,147 ) ( 751 )

Leasing commissions paid ( 1,017 ) ( 92 )

4 unchanged sentences

Proceeds from sale of real estate 1,963 —

Receipts from lenders for funds held in escrow — 2,513

Payments to lenders for funds held in escrow ( 542 ) ( 671 )

Receipts from tenants for reserves 307 734

1 unchanged sentence

Deposits on future acquisitions — ( 500 )

Deposits applied against acquisition of real estate investments 1,450 —

Net cash (used in) provided by investing activities $ ( 218,315 ) $ 8,638

Net cash provided by (used in) investing activities $ 1,329 $ ( 75,464 )

Cash flows from financing activities:

3 unchanged sentences

Payments for deferred financing costs ( 108 ) ( 11 )

Receipts from lenders for funds held in escrow 3,447 —

Payments to lenders for funds held in escrow ( 196 ) ( 180 )

Principal repayments on mortgage notes payable ( 4,358 ) ( 2,405 )

1 unchanged sentence

Repayments on revolving credit facility ( 22,000 ) ( 35,700 )

Borrowings on unsecured term loan 20,000 —

Increase in security deposits — 347

Distributions paid to common, senior common, preferred stock and Non-controlling OP Unitholders ( 17,592 ) ( 16,487 )

Net cash provided by (used in) financing activities $ 155,443 $ ( 44,409 )

Net increase (decrease) in cash, cash equivalents, and restricted cash $ 9,558 $ ( 1,605 )

Net cash (used in) provided by financing activities $ ( 22,301 ) $ 58,067

Net (decrease) increase in cash, cash equivalents, and restricted cash $ ( 3,061 ) $ 287

Cash, cash equivalents, and restricted cash at beginning of period $ 16,591 $ 15,074

Cash, cash equivalents, and restricted cash at end of period $ 13,530 $ 15,361

SUPPLEMENTAL AND NON-CASH INFORMATION

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

NON-CASH INFORMATION

Tenant funded fixed asset improvements included in deferred rent liability, net $ 620 $ —

Unrealized gain (loss) related to interest rate hedging instruments, net $ 2,727 $ ( 4,016 )

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

1 unchanged sentence

Capital improvements and leasing commissions included in accounts payable and accrued expenses $ 2,904 $ 6,718

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

Dividends paid on Series F preferred stock via additional share issuances $ 82 $ 130

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 nine months ended September 30,

For the three months ended March 31,

Cash and cash equivalents $ 7,964 $ 10,383

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

As of March 31, 2026, 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, 2026.

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.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for other interim periods or for the full 2026 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, 2025.

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

There were no material changes to our critical accounting policies during the three months ended March 31, 2026.

Segment Reporting

2 unchanged sentences

We generate revenues, earnings, net income, and cash flows through our single segment as follows:

We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs.

We collect rent from our tenants through operating leases, including reimbursements for the majority of our property operating costs.

We expect to generate earnings growth by increasing rents, maintaining high occupancy rates, and controlling expenses.

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.

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

The primary drivers of our revenue growth will be the rolling of in-place leases to current market rents when such 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 Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer.

12 unchanged sentences

Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by Mr.

David Gladstone, our chairman and chief executive officer.

One of our executive officers, Mr.

Gladstone, serves as a director and executive officer of our Adviser and our Administrator.

Our president, Mr.

David Gladstone, our chairman, who also serves as a director and executive officer of our Adviser and our Administrator.

Our president and chief executive officer, Mr.

Arthur “Buzz” Cooper, is also an executive vice president of commercial and industrial real estate of our Adviser.

John Sateri, our chief investment officer, also serves in the same role for our Advisor.

Michael LiCalsi, our chief administrative officer, co-general counsel, and co-secretary, also serves in the same roles for our Adviser and Administrator (in addition to serving as president of our Administrator).

2 unchanged sentences

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

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.

As of March 31, 2026 and December 31, 2025, $ 2.9 million and $ 3.2 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”).

3 unchanged sentences

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 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.

For the three months ended March 31, 2026, we recorded a base management fee of $ 1.7 million.

For the three months ended March 31, 2025, we recorded a base management fee of $ 1.6 million.

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.

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.

The Seventh Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ended March 31, 2023 and June 30, 2023.

The calculation of all other fees was unchanged.

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 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.

The Eighth Amended Advisory Agreement 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 all other fees was unchanged.

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.

For the three months ended March 31, 2026, we recorded an incentive fee of $ 0.6 million, offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 0.6 million.

For the three months ended March 31, 2025, we recorded an incentive fee of $ 0.6 million.

The Adviser did not waive any portion of the incentive fee for the three months ended March 31, 2025.

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 nine months ended September 30, 2025 or 2024.

No capital gain fee was recognized during the three months ended March 31, 2026 or 2025.

Termination Fee

5 unchanged sentences

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, chief administrative 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.

LiCalsi also serves as our Administrator’s president), and their respective staffs.

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 for actual services performed.

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.

For the three months ended March 31, 2026, we recorded an administration fee of $ 0.7 million.

For the three months ended March 31, 2025, we recorded an administration fee of $ 0.6 million.

Gladstone Securities

Gladstone Securities, LLC (“Gladstone Securities”), is a privately held broker dealer registered with the Financial Industry Regulatory Authority (“FINRA”) and insured by the Securities Investor Protection Corporation (“SIPC”).

Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by David Gladstone, our chairman and chief executive officer.

Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by David Gladstone, our chairman.

Gladstone also serves on the board of managers of Gladstone Securities.

5 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 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.

We did not pay financing fees to Gladstone Securities during the three months ended March 31, 2026 and 2025.

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 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.

On February 20, 2020, we entered into a dealer manager agreement, as amended on February 9, 2023 (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.

6 unchanged sentences

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 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 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.

We did not pay fees to Gladstone Securities during the three months ended March 31, 2026 in connection with the Offering, as the Offering was terminated according to its terms on June 1, 2025.

We paid fees of $ 0.03 million to Gladstone Securities during the three months ended March 31, 2025 in connection with the Offering.

Real Estate and Intangible Assets

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

The following table sets forth the components of our investments in real estate as of March 31, 2026 and December 31, 2025, respectively, excluding real estate held for sale (dollars in thousands):

March 31, 2026 December 31, 2025

Land (1) $ 150,873 $ 150,873

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 $ 10.8 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.

Real estate depreciation expense on building and tenant improvements was $ 11.0 million for the three months ended March 31, 2026.

Real estate depreciation expense on building and tenant improvements was $ 9.8 million for the three months ended March 31, 2025.

We did not acquire any properties during the three months ended March 31, 2026, and we acquired six industrial properties during the three months ended March 31, 2025.

The acquisitions are summarized below (dollars in thousands):

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.

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 March 28, 2025, we acquired a 140,304 square foot property in Dallas-Fort Worth, Texas for $ 44.3 million.

The property is fully leased to one tenant and had 11.3 years of remaining lease term at the time we acquired the property.

On May 9, 2025, we acquired a 303,991 square foot property in Germantown, Wisconsin for $ 62.9 million.

The property is fully leased to one tenant and had 19.4 years of remaining lease term at the time we acquired the property.

On June 25, 2025, we acquired a three -property, 215,102 square foot portfolio in Harrison Township, Michigan for $ 16.5 million.

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.

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

Three Months Ended March 31, 2025

Location Aggregate Number of Properties (unaudited) Acquisition Date Aggregate Square Footage (unaudited) Weighted Average Remaining Lease Term at Time of Acquisition Aggregate Purchase Price Aggregate Capitalized Acquisition Expenses

Houston, TX 5 February 19, 2025 215,474 10.0 years $ 29,457 $ 207

Dallas, TX 1 March 28, 2025 140,304 11.3 years 44,268 268

6 355,778 10.8 years $ 73,725 $ 475

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the three months ended March 31, 2025 as follows (dollars in thousands):

Three Months Ended March 31, 2025

Acquired assets and liabilities Purchase price

Land $ 5,570 (1)

4 unchanged sentences

Customer Relationships 2,032

Above Market Leases 905 (2) 90 (4)

Below Market Leases ( 2,115 ) (2)

1 unchanged sentence

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

(2) This amount includes $ 250 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 three 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 nine months ending December 31, 2026 and each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

Year Tenant Lease Payments

Three Months Ending December 31, 2025 $ 34,130

Nine Months Ending December 31, 2026 $ 102,778

Thereafter 487,235

In accordance with the lease terms, substantially all operating expenses are required to be paid by the tenant directly, or reimbursed to us from the tenant;

In accordance with the lease terms, substantially all operating expenses are required to be paid by the tenant directly, or reimbursed to us by the tenant;

however, we would be required to pay operating expenses on the respective properties in the event the tenants fail to pay them.

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 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

Fixed lease payments $ 35,464 $ 34,663 $ 801 2.3 %

Variable lease payments 5,377 4,572 805 17.6 %

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

For the nine months ended September 30,

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three months ended March 31, 2026 and 2025, respectively (dollars in thousands):

For the three months ended March 31,

Lease revenue reconciliation 2026 2025 $ Change % Change

3 unchanged sentences

Sales-Type Leases

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

There was no sales-type lease activity in the three months ended March 31, 2026.

During the three months ended March 31, 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 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.

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 September 30, 2025.

For the three months ended March 31, 2025, the interest income earned from sales-type leases of $ 0.4 million was included in other income in the condensed consolidated statements of operations.

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

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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 September 30, 2025 and December 31, 2024, respectively, excluding real estate held for sale (dollars in thousands):

September 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 March 31, 2026 and December 31, 2025, respectively, excluding real estate held for sale (dollars in thousands):

March 31, 2026 December 31, 2025

Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization

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Below market leases and deferred revenue ( 58,551 ) 42,238 ( 57,930 ) 40,739

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

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 3.8 million for the three months ended March 31, 2026 and $ 3.4 million for the three months ended March 31, 2025, 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 for the three months ended March 31, 2026, and $ 0.1 million for the three months ended March 31, 2025 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 $ 1.5 million for the three months ended March 31, 2026 and $ 1.6 million for the three months ended March 31, 2025 and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

We did not acquire any properties during the three months ended March 31, 2026, and acquired six industrial properties during the three months ended March 31, 2025.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the three months ended March 31, 2025, were as follows:

Intangible Assets & Liabilities March 31, 2025

In-place leases 10.7

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Customer relationships 15.7

Above market leases 19.7 25.1

Below market leases 10.7

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Real Estate Dispositions

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 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 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 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,

We did not sell any properties during the three months ended March 31, 2026, although we sold a portion of a land parcel during the three months ended March 31, 2026, which is summarized in the table below (dollars in thousands):

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

$ 2,000 $ 37 $ 1,783

Operating revenue $ — $ 279 $ 291 $ 995

Operating expense ( 2 ) 130 184 (2) 1,190

Other income (expense), net ( 10 ) (1) — 367 (3) —

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

(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.

We did not sell any properties during the three months ended March 31, 2025.

Real Estate Held for Sale

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 December 31, 2024, reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

December 31, 2024

At March 31, 2026, we had one property classified as held for sale, located in Charlotte, North Carolina.

At December 31, 2025, we had that same one property classified as held for sale, and a portion of a land parcel held for sale, located in Ocala, Florida, which has been sold as described above.

The table below summarizes the components of the assets and liabilities held for sale at March 31, 2026 and December 31, 2025, reflected on the accompanying condensed consolidated balance sheets (dollars in thousands):

March 31, 2026 December 31, 2025

Assets Held for Sale

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Total Assets Held for Sale $ 11,080 $ 11,260

Liabilities Held for Sale

Deferred rent liability, net $ 397 $ 397

Total Liabilities Held for Sale $ 397 $ 397

Impairment Charges

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.

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

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the three months ended March 31, 2026 and did not recognize an impairment charge.

We did not recognize an impairment charge on our one held for sale asset, located in Charlotte, North Carolina, during the three months ended March 31, 2026.

We did not recognize any impairment charges on our held and used assets or our two held for sale assets during the three months ended March 31, 2025.

Mortgage Notes Payable, Credit Facility, and Senior Unsecured Notes

Our $ 200.0 million unsecured revolving credit facility (“Revolver”), $ 125.0 million term loan facility (“Term Loan A”), $ 143.3 million term loan facility (“Term Loan B”), and $ 131.7 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 September 30, 2025 and December 31, 2024 are summarized below (dollars in thousands):

Our mortgage notes payable, Credit Facility, and senior unsecured notes as of March 31, 2026 and December 31, 2025 are summarized below (dollars in thousands):

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

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

March 31, 2026 March 31, 2026 December 31, 2025 March 31, 2026 March 31, 2026

Mortgage and other secured loans:

Fixed rate mortgage loans 42 $ 247,220 $ 251,578 (1) (2)

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

Premiums and discounts, net — 29 19 N/A N/A

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Total term loan, net N/A $ 397,874 $ 397,702

Variable rate term loan D — (6) $ 20,000 $ — SOFR + 1.55 %

(3) 5/30/2027

Deferred financing costs, term loan D — ( 140 ) — N/A N/A

Total unsecured term loan, net N/A $ 19,860 $ —

Senior unsecured notes 2029 — $ 75,000 $ 75,000 6.47 % 12/18/2029

Senior unsecured notes 2030 — 85,000 85,000 5.99 % 12/15/2030

Deferred financing costs, senior unsecured notes — ( 1,750 ) ( 1,799 ) N/A N/A

Total senior unsecured notes, net N/A $ 158,250 $ 158,201

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

(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.

Total mortgage notes payable, credit facility, and senior unsecured notes 42 $ 836,385 $ 843,466 (5)

(1) As of March 31, 2026, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.10 %.

(2) As of March 31, 2026, we had 36 mortgage notes payable with maturity dates ranging from October 5, 2026 through August 1, 2037.

(3) As of March 31, 2026, the Secured Overnight Financing Rate (“SOFR”) was approximately 3.68 %.

(4) The weighted average interest rate on the mortgage notes outstanding as of March 31, 2026 was approximately 4.20 %.

(5) The weighted average interest rate on all debt outstanding as of March 31, 2026 was approximately 5.12 %.

(6) The amount we may draw under our Credit Facility is based on a percentage of the fair value of a combined pool of 108 unencumbered properties as of March 31, 2026.

N/A - Not Applicable

Mortgage Notes Payable

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.

As of March 31, 2026, we had 36 mortgage notes payable, collateralized by a total of 42 properties with a net book value of $ 410.9 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 September 30, 2025, we did not have any mortgages subject to recourse.

As of March 31, 2026, 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 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 $ 0.6 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):

During the three months ended March 31, 2026, we repaid two mortgages, collateralized by two properties, which is summarized in the table below (dollars in thousands):

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

$ 1,512 6.58 %

We made payments of $ 0.1 million for deferred financing costs during the three months ended March 31, 2026.

We made payments of $ 0.01 million for deferred financing costs during the three months ended March 31, 2025.

Scheduled principal payments of mortgage notes payable for the nine months ending December 31, 2026, and each of the five succeeding fiscal years and thereafter, are as follows (dollars in thousands):

Year Scheduled Principal Payments

Three Months Ending December 31, 2025 $ 5,523

Nine Months Ending December 31, 2026 $ 23,658

Thereafter 10,416

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We believe we will be able to address all mortgage notes payable maturing over the next 12 months through a combination of refinancing our existing indebtedness, cash from operations, proceeds from one or more equity offerings and availability on our Credit Facility.

The fair value of all mortgage notes payable outstanding as of March 31, 2026 was $ 236.6 million, as compared to the carrying value stated above of $ 246.0 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.”

Interest Rate Cap and Interest Rate Swap Agreements

We have entered into interest rate cap agreements that cap the interest rate on certain of our variable-rate debt and we have assumed or entered into interest rate swap agreements in which we hedged our exposure to variable interest rates by agreeing to pay fixed interest rates to our respective counterparty.

We have entered into interest rate swap agreements in which we hedged our exposure to variable interest rates by agreeing to pay fixed interest rates to our respective counterparty.

We have adopted the fair value measurement provisions for our financial instruments recorded at fair value.

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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 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.

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 $ 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 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

$ — (1) $ — $ — $ 60,000 $ —

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

This cap matured in March 2025.

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.

Generally, we will estimate the fair value of our 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 March 31, 2026 and December 31, 2025, our interest rate swaps were valued using Level 2 inputs.

We previously entered into interest rate cap agreements that capped the interest rate on certain variable-rate debt.

All rate caps matured by March 2025.

We recorded 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 qualified for hedge accounting, then the change in the estimated fair value was 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 did not qualify for hedge accounting, or if it is determined the hedge was ineffective, then any change in the fair value was recognized in interest expense in our condensed consolidated statements of operations and comprehensive income.

We have 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.

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

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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 September 30, 2025 and December 31, 2024 (dollars in thousands):

September 30, 2025 December 31, 2024

During the next 12 months, we estimate that an additional $ 0.7 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 our interest rate swaps at March 31, 2026 and December 31, 2025 (dollars in thousands):

March 31, 2026 December 31, 2025

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

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Amount of loss, net, recognized in Comprehensive Income

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

2025 2024 2025 2024

Three Months Ended March 31,

Derivatives in cash flow hedging relationships

Interest rate caps $ — $ ( 62 ) $ — $ ( 690 )

Interest rate swaps $ 2,727 $ ( 4,016 )

2 unchanged sentences

Amount reclassified out of Accumulated Other Comprehensive Income

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

2025 2024 2025 2024

Three Months Ended March 31,

Interest rate caps $ ( 13 ) $ 15

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Asset (Liability) Derivatives Fair Value at

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

Interest rate caps Other assets $ — $ —

Derivatives Designated as Hedging Instruments Balance Sheet Location March 31, 2026 December 31, 2025

Interest rate swaps Other assets $ 4,581 $ 3,130

1 unchanged sentence

Total derivative liabilities, net $ 4,267 $ 1,598

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.

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

Credit Facility

On August 18, 2022, we amended, extended and upsized our Credit Facility, increasing our Revolver from $ 100.0 million to $ 120.0 million (and its term to August 2026), adding the new $ 140.0 million Term Loan C, decreasing the principal balance of Term Loan B to $ 60.0 million and extending the maturity date of Term Loan A to August 2027.

On August 18, 2022, we amended, extended and upsized our Credit Facility, increasing our Revolver from $ 100.0 million to $ 120.0 million (and extending its term to August 2026), adding the new $ 140.0 million Term Loan C, decreasing the principal balance of Term Loan B to $ 60.0 million and extending the maturity date of Term Loan A to August 2027.

Term Loan C has a maturity date of February 18, 2028 and a SOFR spread ranging from 125 to 195 basis points, depending on our leverage.

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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.

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

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

On September 18, 2025, we amended our Credit Facility, 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.

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

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 our unsecured term loan (“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 (and current) 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.

As of March 31, 2026, there was $ 434.3 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 5.23 %, and $ 4.2 million outstanding letters of credit, at a weighted average interest rate of 1.60 %.

As of March 31, 2026, the maximum additional amount we could draw under the Credit Facility was $ 75.3 million.

We were in compliance with all covenants under the Credit Facility as of March 31, 2026.

The amount outstanding under the Credit Facility approximates fair value as of March 31, 2026.

Unsecured Term Loan D

On May 30, 2025, the Operating Partnership entered into a Term Loan Agreement with KeyBank in connection with the $ 20.0 million Term Loan D.

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.

Term Loan D was unsecured and had 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 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”.

We repaid the full principal balance of Term Loan D in connection with the Credit Facility amendment that occurred on October 10, 2025.

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.

On December 18, 2024, we and the Operating Partnership entered into a Note Purchase Agreement with the institutional investors named therein, to issue an aggregate $ 75.0 million in senior unsecured notes in a private placement, at a fixed interest

rate of 6.47 % and a maturity date of December 18, 2029 (the “2029 Notes”).

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.

On December 15, 2025, we and the Operating Partnership entered into a Note Purchase Agreement with the institutional investors named therein, to issue an aggregate $ 85.0 million in senior unsecured notes in a private placement, at a fixed interest rate of 5.99 % and a maturity date of December 15, 2030 (the “2030 Notes”).

The proceeds were used to repay the Revolver by $ 80.3 million.

The fair value of the 2029 Notes outstanding as of March 31, 2026 was $ 77.1 million, as compared to the carrying value stated above of $ 74.2 million.

The fair value of the 2030 Notes outstanding as of March 31, 2026 was $ 84.6 million, as compared to the carrying value stated above of $ 84.1 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.

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We are obligated as lessee under four ground leases.

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):

Future minimum rental payments due under the terms of these leases for the nine months ending December 31, 2026 and each of the five succeeding fiscal years and thereafter are as follows (dollars in thousands):

Year Future Lease Payments Due Under Operating Leases

Three Months Ending December 31, 2025 $ 114

Nine Months Ending December 31, 2026 $ 346

Thereafter 2,596

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Year Future Lease Payments Due Under Finance Leases

Three Months Ending December 31, 2025 $ 39

Nine Months Ending December 31, 2026 $ 133

Thereafter 6,898

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Present value of lease payments $ 2,973

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.

Rental expense incurred for properties with ground lease obligations during the three months ended March 31, 2026 was $ 0.1 million.

Rental expense incurred for properties with ground lease obligations during the three months ended March 31, 2025 was $ 0.1 million.

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.

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Letters of Credit

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

As of March 31, 2026, there were $ 4.2 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 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

The following table summarizes the changes in our equity for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three Months Ended March 31,

Senior Common Stock

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Issuance of common stock and Series F preferred stock, net 82 26,971

Redemption of OP Units — — — 3,865

Redemption of Series F preferred stock, net ( 398 ) 571

15 unchanged sentences

Issuance of common stock and Series F preferred stock, net 82 26,972

Redemption of OP Units — — — 3,865

Redemption of Series F preferred stock, net ( 394 ) 561

8 unchanged sentences

Distributions declared to Non-controlling OP Unit holders ( 12 ) ( 12 )

Redemptions of OP Units — — — ( 3,865 )

Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership 2 16

3 unchanged sentences

Distributions

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

We paid the following distributions per share for the three months ended March 31, 2026 and 2025:

For the three months ended March 31,

Common Stock and Non-controlling OP Units $ 0.30 $ 0.30

16 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 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 (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.

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

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.

1 unchanged sentence

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.

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.

1 unchanged sentence

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.

During the three months ended March 31, 2026, we did not sell shares of common stock under the 2024 Common Stock Sales Agreement, as amended.

Mezzanine Equity

11 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, we owned approximately 99.9 % and 99.9 %, re spectively, of the outstanding operating partnership units in the Operating Partnership (“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 September 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 March 31, 2026 and December 31, 2025, there were 39,474 and 39,474 outstanding OP Units held by holders who do not control the Operating Partnership (“Non-controlling OP Unitholders”), respectively.

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 months ended March 31, 2026 and 2025.

The OP Units held by 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 months ended March 31, 2026 and 2025 using the weighted average number of shares outstanding during the respective periods.

The diluted earnings per share for the three months ended March 31, 2026 and 2025 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 March 31,

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

Net income available to common stockholders $ 3,833 $ 1,915

Denominator for basic and diluted weighted average shares of common stock (1) (2) 48,406,993 44,607,012

Basic and diluted earnings per share of common stock $ 0.08 $ 0.04

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 39,474 for both the three months ended March 31, 2026 and 2025, respectively.

(2) We excluded convertible shares of Senior Common Stock of 322,315 and 329,404 from the calculation of diluted earnings per share for the three months ended March 31, 2026 and 2025, respectively, because these shares were anti-dilutive.

Subsequent Events

Distributions

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

On April 14, 2026, our Board of Directors declared the following monthly distributions for the months of April, May and June of 2026:

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

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

April 24, 2026 April 30, 2026 $ 0.10 $ 0.138021 $ 0.125

May 20, 2026 May 29, 2026 0.10 0.138021 0.125

June 23, 2026 June 30, 2026 0.10 0.138021 0.125

$ 0.30 $ 0.414063 $ 0.375

2 unchanged sentences

Payment Date Distribution per Share

October November 5, 2025 $ 0.0875

November December 5, 2025 0.0875

December January 5, 2026 0.0875

April May 5, 2026 $ 0.0875

May June 5, 2026 0.0875

June July 3, 2026 0.0875

Series F Preferred Stock Distributions

Record Date Payment Date Distribution per Share

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

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 %.

April 27, 2026 May 5, 2026 $ 0.125

May 27, 2026 June 5, 2026 0.125

June 25, 2026 July 2, 2026 0.125

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