What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-03 · 160 added, 253 removed, 286 unchanged (59% of the section changed)

19 unchanged sentences

All references to annualized generally accepted accounting principles (“GAAP”) rent are rents that each tenant pays in accordance with the terms of its respective lease reported evenly over the non-cancelable term of the lease.

As of November 3, 2025:

As of May 5, 2026:

• we owned 151 properties totaling 17.7 million square feet of rentable space, located in 27 states;

1 unchanged sentence

• the weighted average remaining term of our mortgage debt was 2.4 years, and the weighted average interest rate was 4.20%;

• the weighted average remaining term of our senior unsecured notes was 4.2 years, and the weighted average interest rate was 6.22%;

• the average remaining lease term of the portfolio was 7.2 years.

Business Environment

The business environment stabilized in the third quarter of 2025.

The first half of the year was marked by “Liberation Day” tariff announcements and high interest rates as the Federal Reserve kept its benchmark rate constant.

In the third quarter of 2025 though, the Federal Reserve cut its benchmark rate by 25 basis points and suggested potential additional cuts before the end of the year.

treasury rates responded by declining moderately with the 10-year yield declining from 4.23% as of September 1, 2025 to briefly below 4.00% in the same month.

While businesses and consumers alike seemed to show early confidence in the economy and rate environment post-cut, the more recent government shutdown and new tariff announcements caused many to pause.

We expect conditions through year end 2025 to remain largely consistent and will watch the government shutdown, rates, and tariff announcements closely.

According to Cushman & Wakefield plc (“Cushman”), industrial demand showed a second consecutive quarter of positive absorption in the third quarter of 2025.

According to Cushman, quarterly net absorption of 45.1 million square feet in the third quarter of 2025 was the strongest quarterly absorption figure in more than a year and marked a 30% increase quarter-over-quarter and a 33% increase year-over-year.

National industrial rent growth moderated to 1.7% year-over-year.

While this growth is slower than historical rent growth post-COVID, nearly 60% of the U.S.

markets tracked by Cushman posted positive year-over-year rent growth during the third quarter of 2025.

Finally, according to Cushman, new construction deliveries of 63.6 million square feet marked an eight-year low, signaling dwindling new supply and potential for downward pressure on vacancy rates and higher rent growth in the quarters to come.

We collected 100% of all outstanding base rents for the nine months ended September 30, 2025.

This is a testament to the strength of our credit underwriting and asset management teams.

We believe that we have a diverse tenant base, and specifically, we do not have significant exposure to tenants in the retail, hospitality, airlines, and oil and gas industries.

Additionally, our properties are located across 27 states, which we believe mitigates our exposure to regional economic and weather-related issues, including regulations or laws implemented by state and local governments in any one geographic market or area.

The first quarter of 2026 had a business environment that was resilient in the face of turbulent macroeconomic conditions, including conflict in the Middle East.

After similar macroeconomic conditions in 2025 (marked by geopolitical conflict, inflation, and domestic policy uncertainty), businesses and consumers seem to have adjusted and continued with normal operations.

With no Federal Reserve rate decisions during the first quarter 2026, the 10-year treasury yield was impacted primarily by the Iran conflict.

Right before the conflict began at the end of February 2026, the 10-year yield briefly dropped below 4.0% before climbing back above 4.4% for the first time since July 2025.

It has since settled in the 4.3% range.

Despite this volatility, businesses and consumers continue to press forward and make decisions, providing optimism for the remainder of the year so long as negative macroeconomic conditions do not escalate further.

According to Cushman & Wakefield plc (“Cushman”), industrial demand remained positive into 2026, with approximately 40.0 million square feet of net absorption recorded in the first quarter of 2026, representing a 52% increase year-over-year and the strongest start to a year since 2023.

The national industrial vacancy rate declined 10 basis points from its late-2025 peak to 7.0%, indicating that market conditions have stabilized and may be past peak vacancy.

National industrial rent growth measured 2.1% year-over-year, reflecting modest improvement from late 2025 levels.

While growth moderated, approximately 60% of U.S.

markets tracked by Cushman reported positive year-over-year rent growth during the first quarter of 2026.

New construction deliveries totaled 54.0 million square feet, representing a 27% decline year-over-year and the lowest level since mid-2017, reflecting continued moderation in new supply.

We collected 100% of all outstanding base rents for the three months ended March 31, 2026.

We believe this reflects the strength of our credit underwriting and ongoing asset management.

Our tenant base remains diversified, with limited exposure to tenants in the retail, hospitality, airlines, and oil and gas industries.

Additionally, our properties are located across 27 states, which we believe helps limit our exposure to regional economic, regulatory, or weather-related issues risks in any one geographic market or area.

In the past, we have received rent modification requests from certain of our tenants, and it is possible we may receive additional requests in the future.

During 2025, we continued to strengthen our balance sheet and liquidity position.

In October 2025, we amended, extended, and upsized our Credit Facility from $525.0 million to $600.0 million, with an option to further increase the facility to $850.0 million.

Further, in December 2025, our Operating Partnership issued $85.0 million in a private placement of the 5.99% 2030 Notes.

We believe we currently have adequate liquidity in the near term, and believe that our cash on hand combined with the availability under our Credit Facility is sufficient to cover all near-term debt obligations and operating expenses and to continue our industrial property-focused growth strategy.

We are in compliance with all of our debt covenants as of September 30, 2025.

Based on market observations and conversations we routinely have with lenders, we believe that credit continues to be available for well-capitalized borrowers, as demonstrated by the Operating Partnership’s issuance, on December 18, 2024, of $75.0 million of senior unsecured notes in a private placement and the Operating Partnership’s entry on May 30, 2025 into a new $20.0 million unsecured term loan (“Term Loan D”), which has been repaid, as discussed in Note 9 “Subsequent Events”.

We are in compliance with all of our debt covenants as of March 31, 2026.

Based on market observations and conversations we routinely have with lenders, we believe that credit continues to be available for well-capitalized borrowers.

We continue to monitor our portfolio and intend to maintain a reasonably conservative liquidity position for the foreseeable future.

Other Business Environment Considerations

The geopolitical landscape remains fraught due to recent world events and tariffs.

Many domestic manufacturing businesses seek to limit international supply chain disruptions by bringing their operations back to the United States.

Such onshoring decisions and activity take significant consideration and time.

As a result, the full impact of tariffs will not be realized for months and perhaps years, but we believe we are well positioned in our industrial portfolio as we monitor the broader market conditions.

We expect that industrial demand will be further buoyed by government investment in infrastructure and advanced manufacturing operations, both industries with sticky tenants who need mission critical real estate.

These uncertain times create both risks and opportunities for us and our tenants, and we believe we are well-capitalized and positioned to take advantage.

The environmental landscape remains unpredictable due to the increase in intensity of weather patterns, including hurricanes.

We continue to monitor our properties and have not seen any significant impact to our properties in Florida, Georgia, North Carolina, South Carolina, Tennessee, and Texas from the current hurricane season.

We continue to focus on re-leasing vacant space, renewing upcoming lease expirations, re-financing upcoming loan maturities, and acquiring additional properties with associated long-term leases.

Currently, we have four partially vacant buildings and no fully vacant buildings.

Our available vacant space at September 30, 2025 represented 0.9% of our total square footage and the annual carrying costs on the vacant space, including real estate taxes and property operating expenses, are approximately $1.7 million.

Broader economic and geopolitical uncertainty continues to influence tenant decision making, particularly for industrial users evaluating supply chain resiliency, inventory strategy, and domestic production needs.

Uncertainty surrounding the future path of monetary policy, including the anticipated transition in Federal Reserve leadership in 2026, may contribute to volatility in interest rates and capital markets conditions.

Geopolitical conflict, particularly in the Middle East, continues to create risk for global trade flows, energy markets, and supply chains.

The Strait of Hormuz remains a critical global energy chokepoint, and the disruption to trade flows could impact energy prices, transportation costs, and overall economic activity.

These dynamics may affect tenant operating costs and timing of leasing decisions.

At the same time, ongoing onshoring and reshoring initiatives, supported by policy incentives and supply chain security considerations, continue to drive investment in domestic manufacturing and logistics infrastructure.

While these trends may support long-term industrial demand, they typically require extended planning and capital investment and may take time to translate into leasing activity.

These conditions create both risks and opportunities for us and our tenants, and we believe we are well capitalized and positioned to respond as market conditions evolve.

Severe weather and climate-related events may impact certain markets;

however, recent periods have resulted in no disruption to our portfolio.

Operationally, we remain focused on maintaining high occupancy through lease renewals and releasing activity, managing upcoming lease expirations, and addressing upcoming debt maturities.

Currently, we have six partially vacant buildings and no fully vacant buildings.

Our available vacant space at March 31, 2026 represented 1.3% of our total square footage and the annual carrying costs on the vacant space, including real estate taxes and property operating expenses, are approximately $2.7 million.

We continue to actively seek new tenants for these properties.

We have no more lease expirations for the remainder of 2025.

Property acquisitions since the beginning of 2020 have totaled $606.1 million and all but one acquisition transaction was industrial in nature, with a weighted average lease term of 14.7 years and a weighted average lease term of 11.8 years at the time of this filing.

Our ability to make new investments is highly dependent upon our ability to procure financing.

Our principal sources of financing generally include the issuance of equity securities, long-term unsecured notes in the private placement market, long-term mortgage loans secured by properties, borrowings under our $200.0 million senior unsecured revolving credit facility (“Revolver”), with KeyBank National Association (“KeyBank”), which matures in October 2029, our $125.0 million term loan facility (“Term Loan A”), which matures in October 2029, our $143.3 million term loan facility (“Term Loan B”), which matures in February 2030, our $131.7 million term loan facility (“Term Loan C”) which matures in February 2028, and our Operating Partnership’s $75.0 million senior unsecured notes (the “2029 Notes”) which mature in December 2029.

We believe our lease expiration schedule for the remainder of 2026 is manageable, equating to 9.9% of our lease revenue at March 31, 2026.

A majority of these expirations are currently in discussions for renewal, which we believe reduces near-term rollover risk.

Property acquisitions since the beginning of 2021 have totaled $477.0 million and all but one acquisition transaction was industrial in nature, with a weighted average lease term of 15.3 years at time of acquisition and a weighted average lease term of 12.8 years at the time of this filing.

Our ability to make new investments depends on our access to capital and financing markets.

Our principal sources of financing generally include the issuance of equity securities, long-term unsecured notes in the private placement market, long-term mortgage loans secured by properties, borrowings under our $200.0 million senior unsecured revolving credit facility (“Revolver”), with KeyBank National Association (“KeyBank”), which matures in October 2029, our $125.0 million term loan facility (“Term Loan A”), which matures in October 2029, our $143.3 million term loan facility (“Term Loan B”), which matures in February 2030, our $131.7 million term loan facility (“Term Loan C”) which matures in February 2028, our Operating Partnership’s $75.0 million senior unsecured notes (the “2029 Notes”) which mature in December 2029, and our Operating Partnership’s $85.0 million senior unsecured notes (the “2030 Notes”) which mature in December 2030.

We refer to the Revolver, Term Loan A, Term Loan B, and Term Loan C collectively herein as the “Credit Facility”.

While lenders’ credit standards have tightened, we continue to look to private credit institutions, national and regional banks, insurance companies and non-bank lenders to finance our real estate activities.

While lending standards remain selective, we continue to look to private credit institutions, national and regional banks, insurance companies and non-bank lenders to finance our real estate activities.

Recent Developments

Sale Activity

During the nine months ended September 30, 2025, we continued to execute our capital recycling program, whereby we sold properties outside of our core markets and redeployed 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

During the three months ended March 31, 2026, we did not sell any properties, but we sold a portion of a land parcel, located in Ocala, Florida, 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

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 income in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025.

During the year ended December 31, 2024, we recorded a sales-type lease receivable 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.

Acquisition Activity

During the nine months ended September 30, 2025, we acquired 19 industrial properties located in Houston, Texas;

Dallas-Fort Worth, Texas;

Germantown, Wisconsin;

Harrison Township, Michigan;

Cartersville, Georgia;

Ossian, Indiana;

Ligonier, Indiana;

Caro, Michigan;

Chesterfield, Michigan;

and Cass City, Michigan, which are summarized below (dollars in thousands):

Aggregate Square Footage Weighted Average Remaining Lease Term at Time of Acquisition Aggregate Purchase Price Aggregate Capitalized Acquisition Expenses Aggregate Annualized GAAP Fixed Lease Payments

1,568,107 15.9 years $ 207,905 $ 1,205 $ 18,351

Leasing Activity

During the nine months ended September 30, 2025, we executed 13 leases, which are summarized below (dollars in thousands):

Aggregate Square Footage Weighted Average Remaining Lease Term Aggregate Annualized GAAP Fixed Lease Payments Aggregate Tenant Improvement Aggregate Leasing Commissions

During the three months ended March 31, 2026, we executed five leases, which are summarized below (dollars in thousands):

Aggregate Square Footage Weighted Average Remaining Lease Term Aggregate Annualized GAAP Fixed Lease Payments Aggregate Leasing Commissions

805,622 4.8 years $ 4,914 $ 200

During the nine months ended September 30, 2025, we had one lease termination, which is summarized below (dollars in thousands):

Aggregate Square Footage Reduced Aggregate Accelerated Rent Aggregate Accelerated Rent Recognized through September 30, 2025

During the three months ended March 31, 2026, we had one lease termination, which is summarized below (dollars in thousands):

Aggregate Square Footage Reduced Aggregate Accelerated Rent Aggregate Accelerated Rent Recognized through March 31, 2026

12,663 $ 238 $ —

Financing Activity

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%

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.

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%.

During the three months ended March 31, 2026, we repaid two mortgages, collateralized by two properties, which are 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%

During the three months ended March 31, 2026, we extended the maturity date of one mortgage, collateralized by two properties, which is summarized in the table below (dollars in thousands):

Fixed Rate Debt Extended Interest Rate on Fixed Rate Debt Extended Extension Term

$ 7,771 3.78% 1.0 year

Appointment of Officer

On March 20, 2026, the Board of Directors appointed Arthur “Buzz” Cooper as the Company’s Chief Executive Officer, effective immediately.

Equity Activities

12 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 $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 unchanged sentence

The amendment permitted shares of common stock to be issued pursuant to the 2024 Common Stock Sales Agreement under the Company’s Registration Statement on Form S-3 (File No.

333-277877) (the

“2024 Registration Statement”), and future registration statements on Form S-3.

333-277877) (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.

5 unchanged sentences

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.

Universal Shelf Registration Statements

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.

Universal Shelf Registration Statement

On March 13, 2024, we filed the 2024 Registration Statement, which was declared effective on March 21, 2024.

3 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.

2 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 and December 31, 2024, we owned approximately 99.9% and 99.9%, respectively, of the outstanding operating partnership units in the Operating Partnership (“OP Units”).

As of September 30, 2025 and December 31, 2024, 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.

As of March 31, 2026 and December 31, 2025, we owned approximately 99.9% and 99.9%, respectively, of the outstanding operating partnership units in the Operating Partnership (“OP Units”).

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.

Diversity of Our Portfolio

1 unchanged sentence

By diversifying our portfolio, our Adviser intends to reduce the adverse effect on our portfolio of a single under-performing investment or a downturn in any particular industry or geographic market.

For the nine months ended September 30, 2025, our largest tenant comprised only 5.3% of total lease revenue.

The table below reflects the breakdown of our total lease revenue by tenant industry classification for 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

Industry Classification Lease Revenue Percentage of Lease Revenue Lease Revenue Percentage of Lease Revenue Lease Revenue Percentage of Lease Revenue Lease Revenue Percentage of Lease Revenue

For the three months ended March 31, 2026, our largest tenant comprised only 5.1% of total lease revenue.

The table below reflects the breakdown of our total lease revenue by tenant industry classification for the three months ended March 31, 2026 and 2025 (dollars in thousands):

For the three months ended March 31,

Industry Classification Lease Revenue Percentage of Lease Revenue Lease Revenue Percentage of Lease Revenue

Automotive $ 7,369 17.4 % $ 5,532 14.7 %

Diversified/Conglomerate Services 5,026 12.0 5,244 14.0

Beverage, Food & Tobacco 4,003 9.6 1,511 4.0

Buildings and Real Estate 3,802 9.1 3,818 10.2

1 unchanged sentence

Diversified/Conglomerate Manufacturing 3,107 7.4 2,790 7.4

Food & Tobacco 3,877 9.5 1,427 3.6 8,713 7.4 4,360 3.9

Personal, Food & Miscellaneous Services 2,633 6.3 2,617 7.0

Banking 2,108 5.0 2,269 6.1

Machinery 1,840 4.5 2,000 5.1 5,491 4.7 5,477 4.9

Healthcare 1,956 4.8 1,822 4.6 5,491 4.7 6,548 5.8

Personal & Non-Durable Consumer Products 1,836 4.4 1,829 4.9

Healthcare 1,826 4.4 1,833 4.9

Machinery 1,815 4.3 1,836 4.9

Chemicals, Plastics & Rubber 1,374 3.3 1,375 3.7

8 unchanged sentences

Total $ 41,909 100.0 % $ 37,501 100.0 %

The tables below reflect the breakdown of total lease revenue by state for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

State Lease Revenue for the three months ended September 30, 2025 Percentage of Lease Revenue Number of Leases for the three months ended September 30, 2025 Lease Revenue for the three months ended September 30, 2024 Percentage of Lease Revenue Number of Leases for the three months ended September 30, 2024

The tables below reflect the breakdown of total lease revenue by state for the three months ended March 31, 2026 and 2025 (dollars in thousands):

State Lease Revenue for the three months ended March 31, 2026 Percentage of Lease Revenue Number of Leases for the three months ended March 31, 2026 Lease Revenue for the three months ended March 31, 2025 Percentage of Lease Revenue Number of Leases for the three months ended March 31, 2025

Texas $ 6,607 15.8 % 17 $ 5,328 14.2 % 17

3 unchanged sentences

Georgia 2,498 6.0 12 2,206 5.9 9

Alabama 2,168 5.3 6 2,170 5.5 6

Michigan 2,460 5.9 10 1,745 4.7 6

Alabama 2,171 5.2 6 2,169 5.8 6

North Carolina 2,064 4.9 9 2,397 6.4 9

Colorado 1,877 4.6 4 1,872 4.8 4

Wisconsin 1,981 4.7 3 464 1.2 2

All Other States 8,649 21.3 47 8,481 21.6 46

Total $ 40,841 100.0 % 144 $ 39,235 100.0 % 133

State Lease Revenue for the nine months ended September 30, 2025 Percentage of Lease Revenue Number of Leases for the nine months ended September 30, 2025 Lease Revenue for the nine months ended September 30, 2024 Percentage of Lease Revenue Number of Leases for the nine months ended September 30, 2024

Texas $ 18,700 15.9 % 17 $ 13,854 12.4 % 15

Pennsylvania 15,925 13.5 11 14,901 13.3 11

Florida 13,342 11.3 9 12,820 11.4 9

Ohio 9,102 7.7 16 9,340 8.3 15

Georgia 6,892 5.8 12 9,295 8.3 9

North Carolina 6,560 5.6 9 7,057 6.3 10

Alabama 6,513 5.5 6 6,511 5.8 6

Michigan 5,645 4.8 10 5,084 4.5 6

Colorado 5,620 4.8 4 5,611 5.0 4

Indiana 1,971 4.7 12 1,297 3.5 10

4 unchanged sentences

Our Adviser and Gladstone Administration, LLC, a Delaware limited liability company (our “Administrator”) are controlled by Mr.

David Gladstone, who is also our chairman and chief executive officer.

Gladstone also serves as the chairman and chief executive officer of both our Adviser and Administrator, as well as president and chief investment officer of our Adviser.

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

David Gladstone, who is also our chairman.

Gladstone also serves as the chairman and chief executive officer of both our Adviser and Administrator.

Arthur “Buzz” Cooper, our chief executive officer and president, also serves as 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 Adviser.

Our Administrator employs our chief financial officer, treasurer, chief compliance officer, chief administrative officer, co-general counsels, co-secretaries, and their respective staffs.

7 unchanged sentences

In addition, with the exception of Messrs.

Cooper and Gerson, all of our executive officers and all of our directors, serve as either

directors or executive officers, or both, of Gladstone Land Corporation.

Cooper and Gerson, all of our executive officers and all of our directors, serve as either directors or executive officers, or both, of Gladstone Land Corporation.

Cooper and Gerson generally spend all of their time focused on the Company, and do not put forth any material efforts in assisting affiliated companies.

3 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.

David Gladstone, our chairman.

We have entered into an advisory agreement with our Adviser, as amended from time to time (the “Advisory Agreement”), and an administration agreement with our Administrator (the “Administration Agreement”).

2 unchanged sentences

Examples of these expenses include legal, accounting, interest, directors’ and officers’ insurance, stock transfer services, stockholder-related fees, consulting and related fees.

In addition, we are also responsible for all fees charged by third parties that are directly related to our business, which include real estate brokerage fees, mortgage placement fees, lease-up fees and transaction structuring fees (although we may be able to pass all or some of such fees on to our tenants and borrowers).

fees (although we may be able to pass all or some of such fees on to our tenants and borrowers).

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

11 unchanged sentences

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, we amended and restated the Advisory Agreement by entering into 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 the other fees was unchanged.

On July 11, 2023, we amended and restated the Advisory Agreement by entering into 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 the other fees was unchanged.

4 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

4 unchanged sentences

Administration Agreement

Under the terms of the Administration Agreement, we pay separately for our allocable portion of our 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.

Our allocable portion of the Administrator’s expenses are generally derived by multiplying our Administrator’s total expenses by the appropriate 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.

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.

Significant Accounting Policies and Estimates

3 unchanged sentences

Securities and Exchange Commission (the “SEC”) on February 18, 2026 (our “2025 Form 10-K”).

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

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

Results of Operations

The weighted average yield on our total portfolio, which was 8.5% and 8.5% as of September 30, 2025 and 2024, respectively, is calculated by taking the annualized straight-line rents plus operating expense recoveries, reflected as lease revenue on our condensed consolidated statements of operations and other comprehensive income, less property operating expenses, of each acquisition since inception, as a percentage of the acquisition cost plus subsequent capital improvements.

The weighted average yield on our total portfolio, which was 8.6% and 8.5% as of March 31, 2026 and 2025, respectively, is calculated by taking the annualized straight-line rents plus operating expense recoveries, reflected as lease revenue on our condensed consolidated statements of operations and other comprehensive income, less property operating expenses, of each acquisition since inception, as a percentage of the acquisition cost plus subsequent capital improvements.

The weighted average yield does not account for the interest expense incurred on the mortgages placed on our properties or other types of existing indebtedness.

A comparison of our operating results for the three and nine months ended September 30, 2025 and 2024 is below (dollars in thousands, except per share amounts) :

For the three months ended September 30,

A comparison of our operating results for the three months ended March 31, 2026 and 2025 is below (dollars in thousands, except per share amounts) :

For the three months ended March 31,

2026 2025 $ Change % Change

9 unchanged sentences

General and administrative 1,006 885 121 13.7 %

Impairment charge — 4,549 (4,549) (100.0) %

Total operating expense before incentive fee waiver $ 25,840 $ 23,858 $ 1,982 8.3 %

1 unchanged sentence

Total operating expenses $ 25,243 $ 23,858 $ 1,385 5.8 %

Other income (expense)

Other (expense) income

Interest expense $ (11,453) $ (9,138) $ (2,315) 25.3 %

(Loss) gain on sale of real estate, net (10) 10,319 (10,329) (100.1) %

Other income 31 12 19 158.3 %

Gain on sale of real estate, net 1,783 — 1,783 100.0 %

Other (expense) income (24) 631 (655) (103.8) %

Total other (expense) income, net $ (9,694) $ (8,507) $ (1,187) 14.0 %

2 unchanged sentences

Distributions attributable to senior common stock (98) (101) 3 (3.0) %

Gain on extinguishment of Series F preferred stock 6 2 4 200.0 %

Gain (loss) on extinguishment of Series F preferred stock 4 (10) 14 (140.0) %

Net income available to common stockholders and Non-controlling OP Unitholders $ 3,836 $ 1,917 $ 1,919 100.1 %

4 unchanged sentences

FFO per weighted average share of common stock and Non-controlling OP Units - diluted (1) $ 0.35 $ 0.34 $ 0.01 2.9 %

$ (0.03) (7.9) %

(1) Refer to the “Funds from Operations” section below within the Management’s Discussion and Analysis section for the definition of FFO.

For the nine months ended September 30,

2025 2024 $ Change % Change

Operating revenues

Lease revenue $ 117,875 $ 112,013 $ 5,862 5.2 %

Total operating revenues $ 117,875 $ 112,013 $ 5,862 5.2 %

Operating expenses

Depreciation and amortization $ 42,763 $ 42,683 $ 80 0.2 %

Property operating expenses 21,568 18,373 3,195 17.4 %

Base management fee 4,908 4,580 328 7.2 %

Incentive fee 2,057 3,562 (1,505) (42.3) %

Administration fee 1,932 1,950 (18) (0.9) %

General and administrative 3,204 3,064 140 4.6 %

Impairment charge 9 5,043 (5,034) (99.8) %

Total operating expense before incentive fee waiver $ 76,441 $ 79,255 $ (2,814) (3.6) %

Incentive fee waiver (1,417) (1,417) — — %

Total operating expenses $ 75,024 $ 77,838 $ (2,814) (3.6) %

Other income (expense)

Interest expense $ (29,900) $ (28,259) $ (1,641) 5.8 %

Gain on sale of real estate, net 367 10,554 (10,187) (96.5) %

Gain on debt extinguishment, net — 300 (300) (100.0) %

Other income 590 73 517 708.2 %

Total other expense, net $ (28,943) $ (17,332) $ (11,611) 67.0 %

Net income $ 13,908 $ 16,843 $ (2,935) (17.4) %

Distributions attributable to Series E, F, and G preferred stock (9,251) (9,334) 83 (0.9) %

Distributions attributable to senior common stock (304) (317) 13 (4.1) %

Gain (loss) on extinguishment of Series F preferred stock 5 (4) 9 (225.0) %

Net income available to common stockholders and Non-controlling OP Unitholders $ 4,358 $ 7,188 $ (2,830) (39.4) %

Net income available to common stockholders and Non-controlling OP Unitholders per weighted average share and unit - basic & diluted $ 0.09 $ 0.17 $ (0.08) (47.1) %

FFO available to common stockholders and Non-controlling OP Unitholders - basic (1) $ 46,763 $ 44,060 $ 2,703 6.1 %

FFO available to common stockholders and Non-controlling OP Unitholders - diluted (1) $ 47,067 $ 44,377 $ 2,690 6.1 %

FFO per weighted average share of common stock and Non-controlling OP Unit - basic (1) $ 1.02 $ 1.07 $ (0.05) (4.7) %

FFO per weighted average share of common stock and Non-controlling OP Unit - diluted (1) $ 1.02 $ 1.07

$ (0.05) (4.7) %

(1) Refer to the “Funds from Operations” section below within the Management’s Discussion and Analysis section for the definition of FFO.

Same Store Analysis

3 unchanged sentences

Operating Revenues

For the three months ended September 30,

(Dollars in Thousands)

Lease Revenues 2025 2024 $ Change % Change

Same Store Properties $ 32,374 $ 33,303 $ (929) (2.8) %

Acquired & Disposed Properties 4,239 1,622 2,617 161.3 %

Properties with Vacancy 4,228 4,310 (82) (1.9) %

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

For the nine months ended September 30,

For the three months ended March 31,

(Dollars in Thousands)

5 unchanged sentences

Lease revenues consist of rental income and operating expense recoveries earned from our tenants.

Lease revenues from same store properties decreased for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, due to a settlement received at one of our properties related to deferred maintenance in the prior period, partially offset by an increase in recovery revenue from property expenses and an increase in rental rates from leasing activity subsequent to the three months ended September 30, 2024.

Lease revenues from same store properties increased for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, due to an increase in recovery revenue from property expenses and an increase in rental rates from leasing activity subsequent to the nine months ended September 30, 2024, partially offset by a settlement received at one of our properties related to deferred maintenance in the prior period.

Lease revenues increased for acquired and disposed of properties for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily due to an increase in recovery revenue from property expenses and an increase in rental rates on the 20 properties acquired subsequent to September 30, 2024, partially offset by accelerated rent on a lease termination during the three and nine months ended September 30, 2024.

Lease revenues decreased for our properties with vacancy for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, mainly due to a loss of rental revenue from increased vacancy, partially offset by an increase in variable lease payments.

Lease revenues from same store properties increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, due to an increase in recovery revenue from property expenses and an increase in rental rates from leasing activity subsequent to the three months ended March 31, 2025.

Lease revenues increased for acquired and disposed of properties for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to an increase in recovery revenue from property expenses and an increase in rental rates on the 13 properties acquired subsequent to March 31, 2025.

Lease revenues decreased for our properties with vacancy for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, mainly due to a decrease in recovery revenue from lower property expenses.

Operating Expenses

Depreciation and amortization expense increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to an increase in depreciation and amortization expense on the 20 properties acquired subsequent to September 30, 2024, partially offset by the reduced depreciation and amortization expense from the five property sales during and subsequent to September 30, 2024.

For the three months ended September 30,

(Dollars in Thousands)

Property Operating Expenses 2025 2024 $ Change % Change

Same Store Properties $ 5,281 $ 4,322 $ 959 22.2 %

Acquired & Disposed Properties 23 169 (146) (86.4) %

Properties with Vacancy 2,105 2,190 (85) (3.9) %

$ 7,409 $ 6,681 $ 728 10.9 %

For the nine months ended September 30,

Depreciation and amortization expense increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, due to an increase in depreciation and amortization expense on the 13 properties acquired subsequent to March 31, 2025, partially offset by the reduced depreciation and amortization expense from the two property sales subsequent to March 31, 2025.

For the three months ended March 31,

(Dollars in Thousands)

5 unchanged sentences

Property operating expenses consist of franchise taxes, property management fees, insurance, ground lease payments, property maintenance and repair expenses paid on behalf of certain of our properties.

The increase in property operating expenses for same store properties for the three and nine months ended September 30, 2025, from the comparable 2024 period, was a result of general cost increases due to the inflationary environment and increased repair expenses during the three and nine months ended September 30, 2025.

The decrease in property operating expenses for acquired and disposed of properties for the three and nine months ended September 30, 2025, from the comparable 2024 period, is a result of a decrease in property operating expenses from the five property sales during and subsequent to September 30, 2024, minimally offset by the property operating expense from the 20 properties acquired subsequent to September 30, 2024.

The decrease in property operating expenses for properties with vacancy for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, is primarily a result of selling one fully vacant property during the quarter.

The increase in property operating expenses for properties with vacancy for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, is primarily a result of increased real estate expense and other general cost increases due to the inflationary environment.

The base management fee paid to the Adviser increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to an increase in Gross Tangible Real Estate over the three and nine months ended September 30, 2025 from property acquisitions as compared to Gross Tangible Real Estate during the three and nine months ended September 30, 2024.

The increase in property operating expenses for same store properties for the three months ended March 31, 2026, from the comparable 2025 period, was a result of general cost increases due to the inflationary environment and increased property maintenance expenses during the three months ended March 31, 2026.

The increase in property operating expenses for acquired and disposed of properties for the three months ended March 31, 2026, from the comparable 2025 period, is a result of an increase in property operating expenses from the 13 properties acquired subsequent to March 31, 2025, partially offset by lower property operating expenses at the two property sales subsequent to March 31, 2025.

The decrease in property operating expenses for properties with vacancy for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, is mainly due to a decrease in overall property expenses at vacant properties.

The base management fee paid to the Adviser increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, due to an increase in Gross Tangible Real Estate over the three months ended March 31, 2026 from property acquisitions as compared to Gross Tangible Real Estate during the three months ended March 31, 2025.

The calculation of the base management fee is described in detail above under the subheading “Advisory and Administration Agreements.”

The net incentive fee paid to the Adviser decreased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to the Adviser unconditionally waiving a larger portion of the incentive fee for the three and nine months ended September 30, 2025.

The net incentive fee paid to the Adviser decreased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, due to the Adviser unconditionally waiving the full incentive fee for the three months ended March 31, 2026.

The calculation of the incentive fee is described in detail above under the subheading “Advisory and Administration Agreements.”

The administration fee paid to the Administrator decreased slightly for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to our Administrator allocating a smaller portion of expenses to us.

The administration fee paid to the Administrator increased slightly for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, due to our Administrator allocating a larger portion of expenses to us.

The calculation of the administration fee is described in detail above under the subheading “Advisory and Administration Agreements.”

General and administrative expenses decreased for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, mainly due to lower general expenses.

General and administrative expenses increased for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, mainly due to higher audit expenses and expensing Series F Preferred Stock prepaid offering costs due to the termination of the primary offering.

General and administrative expenses increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, mainly due to higher accounting and legal expenses.

Other Income and Expenses

Interest expense increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024.

This increase was primarily the result of increased interest costs on variable rate debt, as a result of larger amounts drawn on the Revolver, as well as new interest expense on the 2029 Notes.

We sold two non-core properties during the nine months ended September 30, 2025, and as a result, incurred a gain on sale of real estate, net.

We sold six non-core office properties during the nine months ended September 30, 2024, and as a result, incurred a gain on sale of real estate, net, and a gain on debt extinguishment, net.

Other income increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to interest income earned from sales-types leases and nonrecurring income items, partially offset by $0.3 million in closing costs associated with the completion of the sale transaction of our Tifton, Georgia property.

Interest expense increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

This increase was primarily the result of increased interest costs on variable rate debt, as a result of larger amounts drawn on the Credit Facility, as well as new interest expense on the 2030 Notes.

We sold a portion of a land parcel during the three months ended March 31, 2026, and as a result, incurred a gain on sale of real estate, net.

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

We recognized other expense during the three months ended March 31, 2026, due to nonrecurring items that occurred during the period.

We recognized other income during the three months ended March 31, 2025, due to interest income earned from sales-types leases and nonrecurring income items.

Net Income Available to Common Stockholders and Non-controlling OP Unitholders

Net income available to common stockholders and Non-controlling OP Unitholders decreased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily due to the gain on sale, net, from the prior period coupled with an increase in interest expense in the current period.

This was partially offset by an increase in recovery revenue from property expenses, an increase in rental rates from leasing activity, a decrease in the net incentive fee payable to the Adviser, lower depreciation expense, and higher impairment in the prior period.

Net income available to common stockholders and Non-controlling OP Unitholders increased for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to an increase in rental rates from leasing and acquisition activity, a lower net incentive fee, and a gain on sale, net.

This was partially offset by an increase in interest expense, an increase in depreciation expense from acquisition activity, and other income recognized in the prior period from sales-types leases.

Liquidity and Capital Resources

Our sources of liquidity include cash flows from operations, cash and cash equivalents, borrowings under our Credit Facility, and additional issuances of equity and/or debt securities.

Our available liquidity as of September 30, 2025 was $24.6 million, consisting of approximately $18.4 million in cash and cash equivalents and available borrowing capacity of $6.2 million under our Credit Facility.

Our available borrowing capacity under the Credit Facility increased to $63.0 million as of November 3, 2025.

Our available liquidity as of March 31, 2026 was $83.3 million, consisting of approximately $8.0 million in cash and cash equivalents and available borrowing capacity of $75.3 million under our Credit Facility.

Our available borrowing capacity under the Credit Facility increased to $77.0 million as of May 5, 2026.

Future Capital Needs

2 unchanged sentences

Accordingly, to ensure that we are able to effectively execute our business strategy, we routinely review our liquidity requirements and continually evaluate all potential sources of liquidity.

Our short-term liquidity needs include proceeds necessary to fund our distributions to stockholders, pay the debt service costs on our existing long-term mortgages, bank debt, and long-term private debt, refinance maturing debt and fund our current operating costs.

Our short-term liquidity needs include proceeds necessary to fund our distributions to stockholders and Non-controlling OP Unitholders, pay the debt service costs on our existing long-term mortgages, bank debt, and long-term private debt, refinance maturing debt and fund our current operating costs.

Our long-term liquidity needs include proceeds necessary to grow and maintain our portfolio of investments.

We believe that our available liquidity is sufficient to fund our distributions to stockholders, pay debt service costs, and fund our current operating costs in the near term.

We believe that our available liquidity is sufficient to fund our distributions to stockholders and Non-controlling OP Unitholders, pay debt service costs, and fund our current operating costs in the near term.

We also believe we will be able to refinance our mortgage debt, bank debt, and long-term private debt as they mature.

2 unchanged sentences

Equity Capital

During the nine months ended September 30, 2025, we raised net proceeds of $61.0 million of common equity under the 2024 Common Stock Sales Agreement.

We raised net proceeds of $0.4 million from sales of our Series F Preferred Stock 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.

As of November 3, 2025, we had the ability to raise up to $1.0 billion of additional equity capital through the sale and issuance of securities that are registered under the 2024 Registration Statement, in one or more future public offerings.

We expect to continue to use our 2024 Common Stock Sales Agreement as a source of liquidity for the remainder of 2025.

As of September 30, 2025, we had 39 mortgage notes payable in the aggregate principal amount of $257.1 million, collateralized by a total of 45 properties with a remaining weighted average maturity of 2.9 years.

The weighted-average interest rate on the mortgage notes payable as of September 30, 2025 was 4.22%.

During the three months ended March 31, 2026, we did not sell any common equity under the 2024 Common Stock Sales Agreement.

As of May 5, 2026, we had the ability to raise up to $1.0 billion of additional equity capital through the sale and issuance of securities that are registered under the 2024 Registration Statement, in one or more future public offerings.

We expect to use our 2024 Common Stock Sales Agreement as a source of liquidity for the remainder of 2026.

As of March 31, 2026, we had 36 mortgage notes payable in the aggregate principal amount of $247.2 million, collateralized by a total of 42 properties with a remaining weighted average maturity of 2.5 years.

The weighted-average interest rate on the mortgage notes payable as of March 31, 2026 was 4.20%.

We continue to see banks and other non-bank lenders willing to issue mortgages for properties comparable to those held in our portfolio on terms that are commercially reasonable.

As of September 30, 2025, we had mortgage debt in the aggregate principal amount of $5.5 million payable during the remainder of 2025 and $35.4 million payable during 2026.

The 2025 principal amount payable includes both amortizing principal payments and one balloon principal payment that was repaid on October 30, 2025.

We anticipate being able to refinance our mortgages that come due during 2026 with a combination of new mortgage debt, availability under our Credit Facility, the issuance of long-term unsecured notes in the private placement market, the issuance of additional equity securities under our 2024 Common Stock Sales Agreement, the sale and issuance of other equity securities that are registered under the 2024 Registration Statement, or the sale and issuance of unregistered equity or debt securities.

As of March 31, 2026, we had mortgage debt in the aggregate principal amount of $23.7 million payable during the remainder of 2026 and $102.7 million payable during 2027.

The 2026 principal amount payable includes both amortizing principal payments and four balloon principal payments.

We anticipate being able to refinance our mortgages that come due during 2026 and 2027 with a combination of new mortgage debt, availability under our Credit Facility, the issuance of long-term unsecured notes in the private placement market, the issuance of additional equity securities under our 2024 Common Stock Sales Agreement, the sale and issuance of other equity securities that are registered under the 2024 Registration Statement, or the sale and issuance of unregistered equity or debt securities.

Operating Activities

Net cash provided by operating activities during the nine months ended September 30, 2025, was $72.4 million, as compared to net cash provided by operating activities of $34.2 million for the nine months ended September 30, 2024.

Net cash provided by operating activities during the three months ended March 31, 2026, was $17.9 million, as compared to net cash provided by operating activities of $17.7 million for the three months ended March 31, 2025.

The majority of cash from operating activities is generated from the lease revenues that we receive from our tenants.

We utilize this cash to fund our property-level operating expenses and use the excess cash primarily for debt and interest payments on our mortgage notes payable, interest payments on our Credit Facility, distributions to our stockholders, management fees to our Adviser, Administration fees to our Administrator and other entity-level operating expenses.

We utilize this cash to fund our property-level operating expenses and use the excess cash primarily for debt and interest payments on our mortgage notes payable, interest payments on our Credit Facility, distributions to our stockholders and Non-controlling OP Unitholders, management fees to our Adviser, Administration fees to our Administrator and other entity-level operating expenses.

Investing Activities

Net cash used in investing activities during the nine months ended September 30, 2025, was $218.3 million, which primarily consisted of 19 property acquisitions and capital improvements performed at certain of our properties, partially offset by proceeds from two property sales.

Net cash provided by investing activities during the nine months ended September 30, 2024, was $8.6 million, which primarily consisted of proceeds from six property sales, partially offset by six property acquisitions, coupled with capital improvements performed at certain of our properties.

Net cash provided by investing activities during the three months ended March 31, 2026, was $1.3 million, which primarily consisted of proceeds from the sale of a portion of a land parcel and receipt of lender held escrows, partially offset by capital improvements performed at certain of our properties.

Net cash used in investing activities during the three months ended March 31, 2025, was $75.5 million, which primarily consisted of six property acquisitions, capital improvements performed at certain of our properties, and deposits paid for future acquisitions.

Financing Activities

Net cash provided by financing activities during the nine months ended September 30, 2025, was $155.4 million, which primarily consisted of the issuance of $62.2 million of equity, net borrowings on our credit facility, and $20.0 million in borrowings on Term Loan D, our unsecured term loan issued on May 30, 2025 (and repaid on October 10, 2025), partially offset by $14.4 million of mortgage principal repayments, Series F Preferred Stock redemptions, and distributions paid to common, senior common and preferred shareholders.

Net cash used in financing activities for the nine months ended September 30, 2024, was $44.4 million, which primarily consisted of $24.4 million of mortgage debt repayments, net borrowings on our Credit Facility, Series F Preferred Stock redemptions, and distributions paid to common, senior common and preferred shareholders, partially offset by the issuance of $50.9 million of equity.

Net cash used in financing activities during the three months ended March 31, 2026, was $22.3 million, which primarily consisted of net borrowings on our credit facility, $4.4 million of mortgage principal repayments, Series F Preferred Stock redemptions, and distributions paid to common, senior common and preferred shareholders.

Net cash provided by financing activities for the three months ended March 31, 2025, was $58.1 million, which primarily consisted of the issuance of $28.4 million of equity and net borrowings on our Credit Facility, partially offset by $2.4 million of mortgage debt repayments and distributions paid to common, senior common and preferred shareholders.

Credit Facility

1 unchanged sentence

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.

On September 27, 2022, we further increased the Revolver to $125.0 million and the Term Loan C to $150.0 million, as permitted under the terms of the Credit Facility.

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

On September 27, 2022, we further increased the Revolver to $125.0 million and the Term Loan C to $150.0 million, as permitted

under the terms of the Credit Facility.

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 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.

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.

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

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.

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 November 3, 2025, the maximum additional amount we could draw under the Credit Facility was $63.0 million.

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

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 May 5, 2026, the maximum additional amount we could draw under the Credit Facility was $77.0 million.

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

Unsecured Term Loan D

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

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

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

Subsequently, on October 10, 2025, Term Loan D was repaid, as part of the Fifth Amendment to the Credit Facility.

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.

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

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

On December 15, 2025, we and the Operating Partnership entered into a Note Purchase Agreement with the institutional investors named therein, in connection with a private placement of $85.0 million of the 2030 Notes.

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

Contractual Obligations

The following table reflects our material contractual obligations as of September 30, 2025 (dollars in thousands):

The following table reflects our material contractual obligations as of March 31, 2026 (dollars in thousands):

Payments Due by Period

6 unchanged sentences

$ 1,001,868 $ 109,492 $ 316,104 $ 554,550 $ 21,722

(1) Debt obligations represent borrowings under our Revolver, which represents $145.4 million of the debt obligation due in 2026, Term Loan A, which represents $160.0 million of the debt obligation due in 2027, Term Loan B, which represents $40.0 million of the debt obligation due in 2026, Term Loan C, which represents $150.0 million of the debt obligation due in 2028, Term Loan D, which represents $20.0 million of the debt obligation due in 2027, the 2029 Notes, which represents $75.0 million of the debt obligation due in 2029, and mortgage notes payable that were outstanding as of September 30, 2025.

This figure does not include $12,992 of premiums and (discounts), net and $4.2 million of deferred financing costs, net, which are reflected in mortgage notes payable, net, borrowings under Term Loan A, Term Loan B, Term Loan C, net, borrowings under unsecured Term Loan D, net, and senior unsecured notes, net, on the condensed consolidated balance sheets.

(2) Interest on debt obligations includes estimated interest on borrowings under our Revolver, Term Loan A, Term Loan B, Term Loan C, Term Loan D, the 2029 Notes, and mortgage notes payable.

The balance and interest rate on our Revolver, Term Loan A, Term Loan B, Term Loan C, and Term Loan D is variable;

thus, the interest payment obligation calculated for purposes of this table was based upon rates and balances as of September 30, 2025.

(3) Operating and finance lease obligations represent the ground lease payments due on four of our properties.

(1) Debt obligations represent borrowings under our Revolver, which represents $34.3 million of the debt obligation due in 2026, Term Loan A, which represents $125.0 million of the debt obligation due in 2029, Term Loan B, which represents $143.3 million of the debt obligation due in 2030, Term Loan C, which represents $131.7 million of the debt obligation due in 2028, the 2029 Notes, which represents $75.0 million of the debt obligation due in 2029, the 2030 Notes, which represents $85.0 million of the debt obligation due in 2030, and mortgage notes payable that were outstanding as of March 31, 2026.

This figure does not include $0.03 million of premiums and (discounts), net and $5.1 million of deferred financing costs, net, which are reflected in mortgage notes payable, net, borrowings under Term Loan A, Term Loan B, Term Loan C, net, and senior unsecured notes, net, on the condensed consolidated balance sheets.

(2) Interest on debt obligations includes estimated interest on borrowings under our Revolver, Term Loan A, Term Loan B, Term Loan C, senior unsecured notes, and mortgage notes payable.

The balance and interest rate on our Revolver, Term Loan A, Term Loan B, and Term Loan C is variable;

thus, the interest payment obligation calculated for purposes of this table was based upon rates and balances as of March 31, 2026.

(3) Operating lease obligations represent the ground lease payments due on three of our properties.

(4) Finance lease obligations represent the ground lease payments due on one of our properties.

(5) Purchase obligations consist of tenant and capital improvements at 10 of our properties.

Off-Balance Sheet Arrangements

We did not have any material off-balance sheet arrangements as of September 30, 2025.

We did not have any material off-balance sheet arrangements as of March 31, 2026.

Funds from Operations

4 unchanged sentences

Comparison of FFO, using the NAREIT definition, to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

FFO available to common stockholders and holders of Non-controlling interests in the Operating Partnership (“Non-controlling OP Unitholders”) is FFO adjusted to subtract distributions made to holders of preferred stock and senior common stock.

FFO available to common stockholders and Non-controlling OP Unitholders is FFO adjusted to subtract distributions made to holders of preferred stock and senior common stock.

We believe that net income available to common stockholders is the most directly comparable GAAP measure to FFO available to common stockholders and Non-controlling OP Unitholders.

Basic funds from operations per share (“Basic FFO per share”), and diluted funds from operations per share (“Diluted FFO per share”), is FFO available to common stockholders and Non-controlling OP Unitholders divided by the number of weighted average shares of the aggregate of shares of common stock and OP Units held by Non-controlling OP Unitholders outstanding and FFO available to common stockholders and Non-controlling OP Unitholders divided by the number of weighted average shares of the aggregate of shares of common stock and OP Units held by Non-controlling OP Unitholders outstanding on a diluted basis, respectively, during a period.

We believe that FFO available to common stockholders, Basic FFO per share and Diluted FFO per share are useful to investors because they provide investors with a further context for evaluating our FFO results in the same manner that investors use net income and earnings per share (“EPS”), in evaluating net income available to common stockholders.

We believe that FFO available to common stockholders, Basic FFO per share and

Diluted FFO per share are useful to investors because they provide investors with a further context for evaluating our FFO results in the same manner that investors use net income and earnings per share (“EPS”), in evaluating net income available to common stockholders.

In addition, because most REITs provide FFO available to common stockholders, Basic FFO and Diluted FFO per share information to the investment community, we believe these are useful supplemental measures when comparing us to other REITs.

We believe that net income is the most directly comparable GAAP measure to FFO, Basic EPS is the most directly comparable GAAP measure to Basic FFO per share, and that Diluted EPS is the most directly comparable GAAP measure to Diluted FFO per share.

The following table provides a reconciliation of our FFO available to common stockholders for the three and nine months ended September 30, 2025 and 2024, respectively, to the most directly comparable GAAP measure, net income available to common stockholders, and a computation of basic and diluted FFO per weighted average share of common stock:

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

(Dollars in Thousands, Except for Per Share Amounts) (Dollars in Thousands, Except for Per Share Amounts)

2025 2024 2025 2024

The following table provides a reconciliation of our FFO available to common stockholders for the three months ended March 31, 2026 and 2025, respectively, to the most directly comparable GAAP measure, net income available to common stockholders, and a computation of basic and diluted FFO per weighted average share of common stock:

For the three months ended March 31,

(Dollars in Thousands, Except for Per Share Amounts)

Calculation of basic FFO per share of common stock and Non-controlling OP Unit

4 unchanged sentences

Real estate depreciation and amortization $ 14,796 $ 13,243

Impairment charge — 4,549 9 5,043

Loss on sale of real estate, net 10 — — —

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

Gain on debt extinguishment, net — — — (300)

FFO available to common stockholders and Non-controlling OP Unitholders - basic $ 16,849 $ 15,160

9 unchanged sentences

Real estate depreciation and amortization $ 14,796 $ 13,243

Impairment charge — 4,549 9 5,043

Income impact of assumed conversion of senior common stock 98 101

Loss on sale of real estate, net 10 — — —

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

Gain on debt extinguishment, net — — — (300)

FFO available to common stockholders and Non-controlling OP Unitholders plus assumed conversions $ 16,947 $ 15,261

6 unchanged sentences

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 2. Management’s Discussion and Analysis