What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-05 compared with 2026-05-05 · 185 added, 139 removed, 530 unchanged (38% of the section changed)

3 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Real estate, at cost $ 1,418,722 $ 1,390,445

30 unchanged sentences

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

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

and 7,052,334 and 7,052,334 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively (3)

$ 170,041 $ 170,041

2 unchanged sentences

950,000 shares authorized;

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

and 378,766 and 379,223 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively (3)

Common stock, par value $ 0.001 per share, 62,639,994 and 62,599,663 shares authorized;

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

and 48,407,375 and 48,406,993 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively (3)

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

$ 25 per share liquidation preference;

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)

25,659,120 and 25,699,451 shares authorized and 716,971 and 750,247 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively (3)

Additional paid in capital 840,812 841,574

12 unchanged sentences

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

For the three months ended March 31,

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

2026 2025 2026 2025

Operating revenues

8 unchanged sentences

General and administrative 1,181 1,400 2,187 2,284

Impairment charge — 9 — 9

Total operating expense before incentive fee waiver $ 26,259 $ 25,855 $ 52,100 $ 49,710

4 unchanged sentences

Gain on sale of real estate, net 1,894 377 3,676 377

Other (expense) income ( 24 ) 631

Other income (expense) 21 ( 72 ) ( 3 ) 559

Total other (expense) income, net $ ( 9,482 ) $ ( 9,753 ) $ ( 19,178 ) $ ( 18,260 )

4 unchanged sentences

Distributions attributable to senior common stock ( 99 ) ( 101 ) ( 197 ) ( 202 )

Gain (loss) on extinguishment of Series F preferred stock, net 4 ( 10 )

(Loss) gain on extinguishment of Series F preferred stock, net ( 7 ) 9 ( 3 ) ( 1 )

Net income available to common stockholders $ 5,124 $ 1,456 $ 8,954 $ 3,374

17 unchanged sentences

(Dollars in Thousands)

For the three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 29,753 27,492

Impairment charge — 9

Gain on sale of real estate, net ( 3,676 ) ( 377 )

2 unchanged sentences

Straight-line rent adjustment ( 1,596 ) ( 1,207 )

Decrease in sales-type lease receivable — 114

Receipt of sales-type lease receivable — 18,618

Amortization of discount and premium on assumed debt, net 2 15

5 unchanged sentences

Increase in accounts payable and accrued expenses 554 4,149

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

Increase in amount due to Adviser and Administrator 255 471

Decrease in other liabilities ( 1,003 ) ( 1,784 )

Leasing commissions paid ( 1,017 ) ( 92 )

Leasing commissions ( 1,301 ) ( 250 )

Net cash provided by operating activities $ 35,471 $ 53,532

6 unchanged sentences

Deposits on future acquisitions ( 100 ) ( 1,450 )

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

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

Net cash used in investing activities $ ( 10,968 ) $ ( 155,467 )

Cash flows from financing activities:

8 unchanged sentences

Repayments on revolving credit facility ( 48,400 ) ( 73,730 )

Borrowings on unsecured term loan — 20,000

Increase in security deposits 40 247

9 unchanged sentences

Finance lease liabilities $ — $ ( 2,938 )

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

Capital improvements included in accounts payable and accrued expenses $ 5,399 $ 6,724

Increase in asset retirement obligation in connection with acquisition $ 140 $ 93

Dividends paid on Series F preferred stock via additional share issuances $ 161 $ 248

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 three months ended March 31,

For the six months ended June 30,

Cash and cash equivalents $ 10,361 $ 11,660

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 March 31, 2026, we owned 151 properties totaling 17.7 million square feet across 27 states.

As of June 30, 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 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.

The results of operations for the three and six months ended June 30, 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 months ended March 31, 2026.

There were no material changes to our critical accounting policies during the three and six months ended June 30, 2026.

Segment Reporting

20 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, who also serves as a director and executive officer of our Adviser and our Administrator.

David Gladstone, our chairman, who also serves as the chairman and chief 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.

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

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 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”).

As of June 30, 2026 and December 31, 2025, $ 3.5 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.

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

2 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 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.

For the three and six months ended June 30, 2026, we recorded a base management fee of $ 1.7 million and $ 3.5 million, respectively.

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

Incentive Fee

3 unchanged sentences

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

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

Core FFO, as defined in the Advisory Agreement, is GAAP net income (loss) available (attributable) to common stockholders, excluding the incentive fee, depreciation and

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

On 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.

1 unchanged sentence

The calculation of all other fees was unchanged.

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.

For the three and six months ended June 30, 2026, we recorded an incentive fee of $ 0.6 million and $ 1.2 million, respectively, offset by credits related to non-contractual, unconditional, and irrevocable waivers issued by the Adviser of $ 0.02 million and $ 0.6 million, respectively.

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

Capital Gain Fee

3 unchanged sentences

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

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

No capital gain fee was recognized during the three and six months ended June 30, 2026 or 2025.

Termination Fee

8 unchanged sentences

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 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.

For the three and six months ended June 30, 2026, we recorded an administration fee of $ 0.6 million and $ 1.3 million, respectively.

For the three and six months ended June 30, 2025, we recorded an administration fee of $ 0.6 million and $ 1.2 million, respectively.

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.

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 months ended March 31, 2026 and 2025.

We did not pay financing fees to Gladstone Securities during the three and six months ended June 30, 2026 and 2025.

Our Board of Directors renewed the agreement for an additional year, through August 31, 2027, at its July 2026 meeting.

9 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 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.

We did not pay fees to Gladstone Securities during the three and six months ended June 30, 2026 in connection with the Offering, as the Offering was terminated according to its terms on June 1, 2025.

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

Real Estate and Intangible Assets

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

The following table sets forth the components of our investments in real estate as of June 30, 2026 and December 31, 2025, respectively, excluding real estate held for sale (dollars in thousands):

June 30, 2026 December 31, 2025

Land (1) $ 153,385 $ 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 $ 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.

Real estate depreciation expense on building and tenant improvements was $ 11.1 million and $ 22.1 million, respectively, for the three and six months ended June 30, 2026.

Real estate depreciation expense on building and tenant improvements was $ 10.5 million and $ 20.3 million, respectively, for the three and six months ended June 30, 2025.

We acquired one industrial property during the six months ended June 30, 2026, and we acquired ten industrial properties during the six months ended June 30, 2025.

The acquisitions are summarized below (dollars in thousands):

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

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

Newport News, VA 1 May 20, 2026 153,890 5.9 years $ 23,004 $ 254

1 153,890 5.9 years $ 23,004 $ 254

Six Months Ended June 30, 2025

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

Germantown, WI 1 May 9, 2025 303,991 19.4 years 62,851 151

Harrison Township, MI 3 June 25, 2025 215,102 10.0 years 16,491 241

10 874,871 14.3 years $ 153,067 $ 867

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

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the six months ended June 30, 2026 and 2025 as follows (dollars in thousands):

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Acquired assets and liabilities Purchase price Purchase price

Land $ 1,819 $ 10,640 (1)

4 unchanged sentences

Customer Relationships 1,741 4,285

Above Market Leases — 67

Below Market Leases ( 116 ) ( 2,115 ) (2)

2 unchanged sentences

(2) This amount includes $ 250 of prepaid rent included in Other liabilities on the condensed consolidated balance sheets related to sale-leaseback acquisitions.

Land Acquisition

On June 25, 2026, we acquired a parcel of unimproved land adjacent to our Clintonville, Wisconsin property for $ 0.7 million.

The land will be used to construct an approximately 86,000 square foot expansion of the current facility.

Future Lease Payments

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):

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the six 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

Nine Months Ending December 31, 2026 $ 102,778

Six Months Ending December 31, 2026 $ 70,782

Thereafter 500,849

2 unchanged sentences

Lease Revenue Reconciliation

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

For the three months ended March 31,

The table below sets forth the allocation of lease revenue between fixed contractual payments and variable lease payments for the three and six months ended June 30, 2026 and 2025, respectively (dollars in thousands):

For the three months ended June 30,

Lease revenue reconciliation 2026 2025 $ Change % Change

2 unchanged sentences

$ 43,989 $ 39,533 $ 4,456 11.3 %

For the six months ended June 30,

Lease revenue reconciliation 2026 2025 $ Change % Change

Fixed lease payments $ 75,637 $ 66,775 $ 8,862 13.3 %

Variable lease payments 10,261 10,259 2 — %

$ 85,898 $ 77,034 $ 8,864 11.5 %

Sales-Type Leases

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.

There was no sales-type lease activity in the three and six months ended June 30, 2026.

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

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

For the three 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.

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 March 31, 2025.

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

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

2 unchanged sentences

Intangible Assets

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of March 31, 2026 and December 31, 2025, respectively, excluding real estate held for sale (dollars in thousands):

March 31, 2026 December 31, 2025

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of June 30, 2026 and December 31, 2025, respectively, excluding real estate held for sale (dollars in thousands):

June 30, 2026 December 31, 2025

Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization

6 unchanged sentences

Below market leases and deferred revenue ( 60,362 ) 43,477 ( 57,930 ) 40,739

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

Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 3.8 million and $ 7.7 million, respectively, for the three and six months ended June 30, 2026 and $ 3.8 million and $ 7.2 million, respectively, for the three and six months ended June 30, 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 and $ 0.2 million for the three and six months ended June 30, 2026, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025, 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 $ 1.2 million and $ 2.7 million for the three and six months ended June 30, 2026, respectively, and $ 1.6 million and $ 3.2 million for the three and six months ended June 30, 2025, respectively, and is included in lease revenue in the condensed consolidated statements of operations and comprehensive income.

We acquired one industrial property during the six months ended June 30, 2026, and acquired ten industrial properties during the six months ended June 30, 2025.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the six months ended June 30, 2026 and 2025, were as follows:

Intangible Assets & Liabilities June 30, 2026 June 30, 2025

In-place leases 5.9 13.9

1 unchanged sentence

Customer relationships 5.9 18.6

Above market leases 0.0 19.4

Below market leases 5.9 10.7

2 unchanged sentences

Real Estate Dispositions

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

During the six months ended June 30, 2026, we continued to execute our capital recycling program, under which we sell properties 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 properties as reasonable disposition opportunities become available.

We sold one property, located in Charlotte, North Carolina, and a portion of a land parcel, located in Ocala, Florida, during the six months ended June 30, 2026, which are summarized in the table below (dollars in thousands):

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

161,458 $ 14,899 $ 283 $ 3,676

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

Our property disposition during the six months ended June 30, 2026 was not classified as discontinued operations because it did not represent a strategic shift in operations, nor will it have a major effect on our operations and financial results.

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

The table below summarizes the components of operating income from the property disposed of during the three and six months ended June 30, 2026 and 2025 (dollars in thousands):

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

2026 2025 2026 2025

Operating revenue $ 2,325 $ 213 $ 2,513 $ 425

Operating expense 8 169 13 337

Other income, net 1,894 (1) — 1,894 (1) —

Income from real estate and related assets sold $ 4,211 $ 44 $ 4,394 $ 88

(1) Includes a $ 1.9 million gain on sale of real estate, net, from one property sale.

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

Real Estate Held for Sale

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

At June 30, 2026, we did not have any properties classified as held for sale.

At December 31, 2025, we had one property classified as held for sale, located in Charlotte, North Carolina, and a portion of a land parcel held for sale, located in Ocala, Florida, both of which have been sold as described above.

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

December 31, 2025

Assets Held for Sale

6 unchanged sentences

Impairment Charges

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the 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.

We evaluated our portfolio for triggering events to determine if any of our held and used assets were impaired during the six months ended June 30, 2026 and did not recognize any impairment charge.

We did not recognize any impairment charges on our held and used assets during the six months ended June 30, 2025.

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

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

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

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

Our mortgage notes payable, Credit Facility, and senior unsecured notes as of June 30, 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

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

June 30, 2026 June 30, 2026 December 31, 2025 June 30, 2026 June 30, 2026

Mortgage and other secured loans:

19 unchanged sentences

Total mortgage notes payable, credit facility, and senior unsecured notes 42 $ 852,050 $ 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.

(1) As of June 30, 2026, interest rates on our fixed rate mortgage notes payable varied from 2.80 % to 6.10 %.

(2) As of June 30, 2026, we had 36 mortgage notes payable with maturity dates ranging from October 5, 2026 through August 1, 2037.

(3) As of June 30, 2026, the Secured Overnight Financing Rate (“SOFR”) was approximately 3.68 %.

(4) The weighted average interest rate on the mortgage notes outstanding as of June 30, 2026 was approximately 4.20 %.

(5) The weighted average interest rate on all debt outstanding as of June 30, 2026 was approximately 5.04 %.

(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 June 30, 2026.

N/A - Not Applicable

Mortgage Notes Payable

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.

As of June 30, 2026, we had 36 mortgage notes payable, collateralized by a total of 42 properties with a net book value of $ 407.5 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 March 31, 2026, we did not have any mortgages subject to recourse.

As of June 30, 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 three months ended March 31, 2026, we repaid two mortgages, collateralized by two properties, which is summarized in the table below (dollars in thousands):

During the six months ended June 30, 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 %

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):

During the six months ended June 30, 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

We did not make any payments for deferred financing costs during the three months ended June 30, 2026 and made payments of $ 0.1 million for deferred financing costs during the six months ended June 30, 2026.

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

Scheduled principal payments of mortgage notes payable for the six 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

Nine Months Ending December 31, 2026 $ 23,658

Six Months Ending December 31, 2026 $ 21,618

Thereafter 10,413

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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 of all mortgage notes payable outstanding as of June 30, 2026 was $ 235.3 million, as compared to the carrying value stated above of $ 244.1 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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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 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.

At June 30, 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.

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

We have designated our interest rate swaps as cash flow hedges, and we record changes in the fair value of the interest rate swap agreement to accumulated other comprehensive income on the condensed consolidated balance sheets.

We have designated our interest rate swaps as cash flow hedges, and we record changes in the fair value of the respective interest rate swap agreement to accumulated other comprehensive income on the consolidated balance sheets.

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

During the next 12 months, we estimate that an additional $ 1.9 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

The following table summarizes our interest rate swaps at June 30, 2026 and December 31, 2025 (dollars in thousands):

June 30, 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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The following table presents the impact of our derivative instruments in the condensed consolidated financial statements (dollars in thousands):

Amount of loss, net, recognized in Comprehensive Income

Three Months Ended March 31,

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

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

2026 2025 2026 2025

Derivatives in cash flow hedging relationships

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Amount reclassified out of Accumulated Other Comprehensive Income

Three Months Ended March 31,

Interest rate caps $ ( 13 ) $ 15

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

2026 2025 2026 2025

Interest rate swaps $ — $ — $ ( 13 ) $ 15

Total $ — $ — $ ( 13 ) $ 15

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Asset (Liability) Derivatives Fair Value at

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

Derivatives Designated as Hedging Instruments Balance Sheet Location June 30, 2026 December 31, 2025

Interest rate swaps Other assets $ 8,044 $ 3,130

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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.

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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.

As of June 30, 2026, there was $ 451.6 million outstanding under our Credit Facility, at a weighted average interest rate of approximately 5.09 %, and $ 4.2 million outstanding letters of credit, at a weighted average interest rate of 1.45 %.

As of June 30, 2026, the maximum additional amount we could draw under the Credit Facility was $ 70.4 million.

We were in compliance with all covenants under the Credit Facility as of June 30, 2026.

The amount outstanding under the Credit Facility approximates fair value as of June 30, 2026.

Unsecured Term Loan D

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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 of the 2029 Notes outstanding as of June 30, 2026 was $ 74.7 million, as compared to the carrying value stated above of $ 74.2 million.

The fair value of the 2030 Notes outstanding as of June 30, 2026 was $ 82.6 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 nine months ending December 31, 2026 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 six 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

Nine Months Ending December 31, 2026 $ 346

Six Months Ending December 31, 2026 $ 231

Thereafter 2,596

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Year Future Lease Payments Due Under Finance Leases

Nine Months Ending December 31, 2026 $ 133

Six Months Ending December 31, 2026 $ 89

Thereafter 6,898

2 unchanged sentences

Present value of lease payments $ 2,977

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.

Rental expense incurred for properties with ground lease obligations during the three and six months ended June 30, 2026 was $ 0.1 million and $ 0.2 million, respectively.

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

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

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Letters of Credit

As of March 31, 2026, there were $ 4.2 million outstanding letters of credit related to mortgage requirements at our Maitland, Florida properties.

As of June 30, 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 months ended March 31, 2026 and 2025 (dollars in thousands):

Three Months Ended March 31,

The following table summarizes the changes in our equity for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):

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

2026 2025 2026 2025

Senior Common Stock

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Balance, beginning of period $ 6,028 $ 6,647 $ 3,314 $ 10,648

Comprehensive loss 2,727 ( 4,016 )

Comprehensive income (loss) 3,740 ( 2,344 ) 6,467 ( 6,360 )

Reclassification into interest expense — — ( 13 ) 15

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Distributions declared to common, senior common, and preferred stockholders ( 17,659 ) ( 17,045 ) ( 35,318 ) ( 33,653 )

Comprehensive loss 2,727 ( 4,016 )

Comprehensive income (loss) 3,740 ( 2,344 ) 6,467 ( 6,360 )

Reclassification into interest expense — — ( 13 ) 15

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Distributions

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

For the three months ended March 31,

We paid the following distributions per share for the three and six months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

Common Stock and Non-controlling OP Units $ 0.30 $ 0.30 $ 0.60 $ 0.60

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

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.

During the six months ended June 30, 2026, we did not sell shares of common stock under the 2024 Common Stock Sales Agreement, as amended.

Mezzanine Equity

Our 6.625 % Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), and our 6.00 % Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) are classified as mezzanine equity in our condensed consolidated balance sheets because both are redeemable at the option of the shareholder upon a change of control of greater than 50 %.

A change in control of our Company, outside of our control, is only possible if a tender offer is accepted by over 90 % of our shareholders.

Our 6.625 % Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), and our 6.00 % Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) are classified as mezzanine equity in our condensed consolidated balance sheets because both are redeemable at the option of the stockholder upon a change of control of greater than 50 %.

A change in control of our Company, outside of our control, is only possible if a tender offer is accepted by over 90 % of our stockholders.

All other change in control situations would require input from our Board of Directors.

In addition, our Series E Preferred Stock and Series G Preferred Stock are redeemable at the option of the applicable shareholder in the event a delisting event occurs.

In addition, our Series E Preferred Stock and Series G Preferred Stock are redeemable at the option of the applicable stockholder in the event a delisting event occurs.

We will periodically evaluate the likelihood that a delisting event or change of control of greater than 50 % will take place, and if we deem this probable, we will adjust the Series E Preferred Stock, and Series G Preferred Stock presented in mezzanine equity to their redemption value, with the offset to gain (loss) on extinguishment.

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Non-controlling Interest in Operating Partnership

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”).

As of June 30, 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 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.

As of June 30, 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 following tables set forth the computation of basic and diluted earnings per share of common stock for the three and six months ended June 30, 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,

We computed basic earnings per share for the three and six months ended June 30, 2026 and 2025 using the weighted average number of shares outstanding during the respective periods.

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

2026 2025 2026 2025

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

2 unchanged sentences

Basic and diluted earnings per share of common stock $ 0.11 $ 0.03 $ 0.18 $ 0.07

(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.

(1) The weighted average number of OP Units held by Non-controlling OP Unitholders was 39,474 for both the three and six months ended June 30, 2026 and 2025.

(2) We excluded convertible shares of Senior Common Stock of 321,933 and 328,559 from the calculation of diluted earnings per share for the three and six months ended June 30, 2026 and 2025, respectively, because these shares were anti-dilutive.

Subsequent Events

Distributions

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

On July 14, 2026, our Board of Directors declared the following monthly distributions for the months of July, August and September 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

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

July 24, 2026 July 31, 2026 $ 0.10 $ 0.138021 $ 0.125

August 18, 2026 August 31, 2026 0.10 0.138021 0.125

September 21, 2026 September 30, 2026 0.10 0.138021 0.125

$ 0.30 $ 0.414063 $ 0.375

2 unchanged sentences

Payment Date Distribution per Share

April May 5, 2026 $ 0.0875

May June 5, 2026 0.0875

June July 3, 2026 0.0875

July August 5, 2026 $ 0.0875

August September 4, 2026 0.0875

September October 5, 2026 0.0875

Series F Preferred Stock Distributions

Record Date Payment Date Distribution per Share

April 27, 2026 May 5, 2026 $ 0.125

May 27, 2026 June 5, 2026 0.125

June 25, 2026 July 2, 2026 0.125

July 28, 2026 August 5, 2026 $ 0.125

August 26, 2026 September 4, 2026 0.125

September 25, 2026 October 5, 2026 0.125

Acquisition Activity

On July 28, 2026, we purchased a 146,650 square foot industrial property in Red Bud, Illinois for $ 6.6 million.

This property is fully leased to one tenant on an 8.4 year lease.

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