What changed in this filing

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Item 1. Financial Statements

2025-10-28 compared with 2025-07-29 · 117 added, 86 removed, 446 unchanged (31% of the section changed)

3 unchanged sentences

(dollars in thousands, except per share data)

June 30, December 31,

September 30, December 31,

Real estate properties:

34 unchanged sentences

Total equity attributable to common shareholders 494,120 562,019

Noncontrolling interest 428,650 447,311

Noncontrolling interests

419,510 447,311

Total equity 913,630 1,009,330

4 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

General and administrative 10,586 7,237 28,486 22,865

Loss on impairment of real estate 6,081 — 6,081 —

Total expenses 81,687 74,678 231,491 227,843

9 unchanged sentences

Net loss ( 30,431 ) ( 35,407 ) ( 91,994 ) ( 102,788 )

Net loss attributable to noncontrolling interest 9,084 10,304 18,721 20,803

Net loss attributable to noncontrolling interests

8,866 10,417 27,587 31,220

Net loss attributable to common shareholders ( 21,565 ) ( 24,990 ) ( 64,407 ) ( 71,568 )

Other comprehensive loss:

Unrealized gain (loss) on derivatives 1,058 ( 1,510 ) 256 ( 6,356 )

unrealized (gain) loss on derivatives attributable to noncontrolling interest ( 346 ) ( 468 ) ( 90 ) 1,420

Other comprehensive gain (loss) attributable to common shareholders

Unrealized loss on derivatives ( 626 ) ( 8,972 ) ( 370 ) ( 15,328 )

unrealized loss on derivatives attributable to noncontrolling interests

244 1,988 154 3,408

Other comprehensive loss attributable to common shareholders ( 382 ) ( 6,984 ) ( 216 ) ( 11,920 )

Comprehensive loss attributable to common shareholders $ ( 21,947 ) $ ( 31,974 ) $ ( 64,623 ) $ ( 83,488 )

11 unchanged sentences

Shares Shares Capital Income (Loss) Income Distributions Shareholders

Interest Equity

Balance at December 31, 2024 66,144,308 $ 661 $ 1,017,382 $ ( 86,473 ) $ ( 1,065 ) $ ( 368,486 ) $ 562,019 $ 447,311 $ 1,009,330

11 unchanged sentences

Balance at June 30, 2025 66,335,999 663 1,018,474 ( 129,315 ) ( 899 ) ( 369,809 ) 519,114 428,650 947,764

Net loss — — — ( 21,565 ) — — ( 21,565 ) ( 8,866 ) ( 30,431 )

Share grants, repurchases and forfeitures 323,236 4 266 — — — 270 — 270

Distributions to common shareholders — — — — — ( 3,317 ) ( 3,317 ) — ( 3,317 )

Other comprehensive loss — — — — ( 382 ) — ( 382 ) ( 244 ) ( 626 )

Distributions to noncontrolling interest

— — — — — — — ( 30 ) ( 30 )

Balance at September 30, 2025 66,659,235 $ 667 $ 1,018,740 $ ( 150,880 ) $ ( 1,281 ) $ ( 373,126 ) $ 494,120 $ 419,510 $ 913,630

Balance at December 31, 2023 65,843,387 $ 658 $ 1,015,777 $ 9,196 $ 10,171 $ ( 365,848 ) $ 669,954 $ 491,825 $ 1,161,779

11 unchanged sentences

Balance at June 30, 2024 65,992,509 660 1,016,980 ( 37,382 ) 5,235 ( 367,165 ) 618,328 469,439 1,087,767

Net loss — — — ( 24,990 ) — — ( 24,990 ) ( 10,417 ) ( 35,407 )

Share grants, repurchases and forfeitures 151,913 1 192 — — — 193 — 193

Distributions to common shareholders — — — — — ( 659 ) ( 659 ) — ( 659 )

Other comprehensive loss — — — — ( 6,984 ) — ( 6,984 ) ( 1,988 ) ( 8,972 )

Distributions to noncontrolling interest — — — — — — — ( 163 ) ( 163 )

Balance at September 30, 2024 66,144,422 $ 661 $ 1,017,172 $ ( 62,372 ) $ ( 1,749 ) $ ( 367,824 ) $ 585,888 $ 456,871 $ 1,042,759

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

8 unchanged sentences

Straight line rental income ( 7,392 ) ( 8,282 )

Loss on impairment of real estate 6,081 —

Loss on extinguishment of debt

Proceeds from settlement of interest rate caps ( 28,336 ) ( 52,365 )

( 18,841 ) ( 34,429 )

General and administrative expenses paid in common shares

14 unchanged sentences

Proceeds from settlement of interest rate caps 28,336 52,365

18,841 34,429

Net cash (used in) provided by investing activities

23 unchanged sentences

The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:

As of June 30,

As of September 30,

Cash and cash equivalents $ 83,173 $ 153,863

21 unchanged sentences

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statements Expenses , which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization.

2 unchanged sentences

We are currently evaluating the impact that ASU 2024-03 will have on our condensed consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a variable interest entity that meets the definition of a business.

ASU 2025-03 is required to be applied prospectively, and is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

We have early adopted ASU 2025-03 as of June 30, 2025 a nd do not expect ASU 2025-03 to have a material impact on our condensed consolidated financial statements.

Real Estate Investments

As of June 30, 2025, our portfolio was comprised of 411 properties containing approximately 59,890,000 rentable square feet located in 39 states, including 226 buildings, leasable land parcels and easements containing approximately 16,729,000 rentable square feet that were primarily industrial lands located on the island of Oahu, Hawaii, or our Hawaii Properties, and 185 properties containing approximately 43,161,000 rentable square feet that were industrial and logistics properties located in 38 other states, or our Mainland Properties, which included one property classified as held for sale, as well as 94 properties in 27 states totaling approximately 20,978,000 rentable square feet owned by Mountain Industrial REIT LLC, or our consolidated joint venture, or Mountain JV, in which we own a 61 % equity interest.

As of June 30, 2025, we also owned a 22 % equity interest in The Industrial Fund REIT LLC, or the unconsolidated joint venture.

As of September 30, 2025, our portfolio was comprised of 411 properties containing approximately 59,890,000 rentable square feet located in 39 states, including 226 buildings, leasable land parcels and easements containing approximately 16,729,000 rentable square feet that were primarily industrial lands located on the island of Oahu, Hawaii, or our Hawaii Properties, and 185 properties containing approximately 43,161,000 rentable square feet that were industrial and logistics properties located in 38 other states, or our Mainland Properties, which included three properties classified as held for sale, as well as 94 properties in 27 states totaling approximately 20,978,000 rentable square feet owned by Mountain Industrial REIT LLC, or our consolidated joint venture, or Mountain JV, in which we own a 61 % equity interest.

As of September 30, 2025, we also owned a 22 % equity interest in The Industrial Fund REIT LLC, or the unconsolidated joint venture.

Disposition Activities

As of June 30, 2025, one mainland property, located in Groveport, OH and containing approximately 581,000 rentable square feet, met the held for sale criteria and was classified as held for sale in our condensed consolidated balance sheets.

As of September 30, 2025, three of our Mainland Properties containing approximately 867,000 rentable square feet, met the held for sale criteria and were classified as held for sale in our condensed consolidated balance sheets.

We recognized a loss on impairment of real estate of $ 6,081 during the nine months ended September 30, 2025, to reduce the carrying value of one of these properties to its fair value less estimated costs to sell.

As of October 28, 2025, we had two properties under agreements or letters of intent to sell for an aggregate sales price of $ 51,650 , excluding closing costs.

We may not complete the sales of any or all of the properties we currently plan to sell.

Also, we may sell some or all of these properties at amounts that are less than currently expected and/or less than the carrying values of such properties and we may incur losses on any such sales as a result.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

A summary of the properties classified as held for sale as of September 30, 2025 is below:

Number of Rentable Carrying

Location Ownership Vehicle Properties Square Feet Value (1)

Groveport, OH ILPT 1 581,000 $ 25,044

Monaca, PA ILPT 1 256,000 3,790

Augusta, GA ILPT 1 30,000 1,306

3 867,000 $ 30,140

(1) Excludes the reclassification of $ 819 from other assets into assets of properties held for sale in our condensed consolidated balance sheets.

Capital Expenditures

During the three and six months ended June 30, 2025 and 2024, amounts capitalized at certain of our properties for tenant improvements, leasing costs and building improvements were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

During the three and nine months ended September 30, 2025 and 2024, amounts capitalized at certain of our properties for tenant improvements, leasing costs and building improvements were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

9 unchanged sentences

(2) Includes expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets.

During the three and six months ended June 30, 2025 and 2024, recognized net loss attributable to noncontrolling interest in our condensed consolidated financial statements was as follows:

Three Months Ended June 30,

Six Months Ended June 30,

During the three and nine months ended September 30, 2025 and 2024, net loss attributable to noncontrolling interests in our condensed consolidated financial statements was as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

1 unchanged sentence

Tenancy in common ( 12 ) ( 11 ) ( 30 ) ( 36 )

Total net loss attributable to noncontrolling interest $ 9,084 $ 10,304 $ 18,721 $ 20,803

Total net loss attributable to noncontrolling interests

$ 8,866 $ 10,417 $ 27,587 $ 31,220

Consolidated Joint Venture

3 unchanged sentences

An unrelated third party owns an approximate 33 % tenancy in common interest in one property located in Somerset, New Jersey with approximately 64,000 rentable square feet, and we own the remaining approximate 67 % tenancy in common interest in this property.

The tenancy in common did no t make any cash distributions to the unrelated third party investor during the three months ended June 30, 2025 or 2024 and made cash distributions of $ 30 and $ 163 during the six months ended June 30, 2025 and 2024, respectively.

The tenancy in common made cash distributions to the unrelated third party investor of $ 30 and $ 163 during three months ended September 30, 2025 and 2024, respectively, and cash distributions of $ 60 and $ 326 during the nine months ended September 30, 2025 and 2024, respectively.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Unconsolidated Joint Venture

1 unchanged sentence

We account for the unconsolidated joint venture using the equity method of accounting under the fair value option.

We recognize changes in the fair value of our investment in the unconsolidated joint venture as equity in earnings of the unconsolidated joint venture in our condensed consolidated financial statements.

We recognize changes in the fair value of our investment in the unconsolidated joint venture as equity in earnings of unconsolidated joint venture in our condensed consolidated financial statements.

We are a lessor of industrial and logistics properties.

Our leases provide our tenants with the contractual right to use and economically benefit from the physical space specified in their respective leases and are generally classified as operating leases.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Our leases provide for base rent payments and may also include variable payments.

2 unchanged sentences

We do not include in our measurement of our lease receivables certain variable payments, including payments determined by changes in the index or market-based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred.

Such payments totaled $ 20,072 and $ 19,067 for the three months ended June 30, 2025 and 2024, respectively, and $ 39,929 and $ 40,242 for the six months ended June 30, 2025 and 2024, respectively.

Such payments totaled $ 19,122 and $ 18,997 for the three months ended September 30, 2025 and 2024, respectively, and $ 59,051 and $ 60,228 for the nine months ended September 30, 2025 and 2024, respectively.

Generally, payments of ground lease obligations are made by our tenants.

3 unchanged sentences

For leases with a term greater than 12 months under which we are the lessee, we recognize right of use assets and lease liabilities.

The values of our right of use assets and related lease liabilities were $ 3,961 and $ 4,058 , respectively, as of June 30, 2025, and $ 4,193 and $ 4,288 , respectively, as of December 31, 2024.

The values of our right of use assets and related lease liabilities were $ 3,844 and $ 3,941 , respectively, as of September 30, 2025, and $ 4,193 and $ 4,288 , respectively, as of December 31, 2024.

Our right of use assets and related lease liabilities are included in other assets, net and accounts payable and other liabilities, respectively, in our condensed consolidated balance sheets.

1 unchanged sentence

We define annualized rental revenues as the annualized contractual base rents from our tenants pursuant to our lease agreements as of the measurement date, including straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding amortization of deferred leasing costs.

Our Hawaii Properties represented 27.7 % and 27.6 % of our annualized rental revenues as of June 30, 2025 and 2024, respectively.

Our Hawaii Properties represented 27.9 % of our annualized rental revenues as of both September 30, 2025 and 2024.

Tenant Concentration

FedEx Corporation and its subsidiaries, or FedEx, and Amazon.com Services, Inc.

and its subsidiaries, or Amazon, represented 28.8 % and 6.7 % of our annualized rental revenues as of June 30, 2025, respectively, and 29.0 % and 6.8 % as of June 30, 2024, respectively.

and its subsidiaries, or Amazon, represented 28.3 % and 6.8 % of our annualized rental revenues as of September 30, 2025, respectively, and 29.3 % and 6.8 % as of September 30, 2024, respectively.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

Our outstanding indebtedness as of June 30, 2025 and December 31, 2024 is summarized below:

Our outstanding indebtedness as of September 30, 2025 and December 31, 2024 is summarized below:

Properties Principal Interest Carrying Value

1 unchanged sentence

Type Maturity of Collateral

As of June 30, 2025

As of September 30, 2025

ILPT 186 $ 650,000 4.31 % Fixed 02/07/2029 $ 490,092

31 unchanged sentences

Total indebtedness, net $ 4,300,537

(1) Interest rates reflect the impact of interest rate caps, if any, and exclude the impact of the amortization of debt issuance costs, premiums and discounts.

(1) Interest rate reflects the impact of interest rate caps, if any.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

6 unchanged sentences

The ILPT Floating Rate Loan was secured by 104 of our properties, was scheduled to mature in October 2025 and required that interest be paid at an annual rate of secured overnight financing rate, or SOFR, plus a weighted average premium of 3.93 %.

At the time of repayment of the ILPT Floating Rate Loan, we believe that we were in compliance with all of the covenants and other terms under the agreement governing such loan.

During the three and six months ended June 30, 2025, we recognized a $ 5,070 loss on extinguishment of debt related to the repayment of the ILPT Floating Rate Loan.

During the nine months ended September 30, 2025, we recognized a $ 5,070 loss on extinguishment of debt related to the repayment of the ILPT Floating Rate Loan.

Our consolidated joint venture’s $ 1,400,000 loan, or the Mountain Floating Rate Loan, is secured by 82 properties, matures in March 2026, subject to one remaining one-year extension option, and requires that interest be paid at an annual rate of SOFR plus a premium of 2.77 %.

2 unchanged sentences

Subject to the satisfaction of certain conditions, our consolidated joint venture has the option to prepay the Mountain Floating Rate Loan in full or in part at any time at par with no premium.

The weighted average interest rates under our floating rate loans for the three and six months ended June 30, 2025 and 2024 were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

The weighted average interest rates under our floating rate loans for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

5.87 % 5.81 % 5.85 % 5.90 %

(1) Reflects the impact of interest rate caps, with a current SOFR strike rate equal to 2.78 % which replaced the previous strike rate equal to 2.25 % in October 2024.

(1) In June 2025, we repaid in full the ILPT Floating Rate Loan using proceeds from our $ 1,160,000 mortgage loan and cash on hand.

Reflects the impact of interest rate caps, which prior to the repayment, had a SOFR strike rate equal to 2.78 % which replaced the previous strike rate equal to 2.25 % in October 2024.

(2) Reflects the impact of interest rate caps, with a current SOFR strike rate equal to 3.10 % which replaced the previous strike rate equal to 3.04 % in March 2025.

The agreements governing certain of our indebtedness contain customary covenants and provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default.

As of June 30, 2025, we believe that we were in compliance with all of the covenants and other terms under the agreements governing our debt obligations.

As of September 30, 2025, we believe that we were in compliance with all of the covenants and other terms under the agreements governing our debt obligations.

See Note 10 for further information regarding our interest rate caps.

The required principal payments due during the next five years and thereafter, excluding extension options, under all our outstanding debt as of June 30, 2025 are as follows:

The required principal payments due during the next five years and thereafter, excluding extension options, under all our outstanding debt as of September 30, 2025 are as follows:

2026 1,419,499

7 unchanged sentences

We remeasure our interest rate caps at fair value on a quarterly basis.

As of June 30, 2025 and December 31, 2024, the fair value of our other financial instruments approximated their carrying values in our condensed consolidated financial statements due to their short term nature or floating interest rates, except for our fixed rate mortgage notes payable.

Our fixed rate mortgage notes payable had an aggregate carrying value of $ 2,800,439 and $ 1,665,649 as of June 30, 2025 and December 31, 2024, respectively, and a fair value of $ 2,711,609 and $ 1,535,640 as of June 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the fair value of our other financial instruments approximated their carrying values in our condensed consolidated financial statements due to their short term nature or floating interest rates, except for our fixed rate mortgage notes payable.

Our fixed rate mortgage notes payable had an aggregate carrying value of $ 2,796,892 and $ 1,665,649 as of September 30, 2025 and December 31, 2024, respectively, and a fair value of $ 2,783,065 and $ 1,535,640 as of September 30, 2025 and December 31, 2024, respectively.

We estimate the fair value of our fixed rate mortgage notes payable using significant unobservable inputs, including discounted cash flow analyses and prevailing market interest rates.

The table below presents certain of our assets measured on a recurring basis at fair value as of June 30, 2025 and December 31, 2024, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

The table below presents certain of our assets measured on a recurring and nonrecurring basis at fair value as of September 30, 2025 and December 31, 2024, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

Quoted Prices in Significant Other Significant

2 unchanged sentences

Total (Level 1) (Level 2) (Level 3)

As of June 30, 2025

As of September 30, 2025

Investment in unconsolidated joint venture $ 119,100 $ — $ — $ 119,100

Interest rate caps $ 5,340 $ — $ 5,340 $ —

Nonrecurring:

Real estate properties (1)

$ 3,790 $ — $ — $ 3,790

As of December 31, 2024

1 unchanged sentence

Interest rate caps $ 16,916 $ — $ 16,916 $ —

(1) We recognized a loss on impairment of real estate of $ 6,081 during the nine months ended September 30, 2025, to reduce the carrying value of one property that was classified as held for sale as of September 30, 2025 to its fair value less estimated costs to sell, based on market-based comparative valuations (Level 3 inputs).

See Note 3 for further information on our held for sale properties.

The fair value of our investment in the unconsolidated joint venture is determined by applying our ownership percentage to the net asset value of the entity.

1 unchanged sentence

The fair values of our interest rate cap derivatives are based on prevailing market prices in secondary markets for similar derivative contracts as of the measurement date.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

The discount rates, exit capitalization rates and holding periods used to determine the fair value of our investment in the unconsolidated joint venture are significant unobservable inputs and are shown in the table below:

1 unchanged sentence

Technique Rates Rates Periods

As of June 30, 2025

As of September 30, 2025

Investment in unconsolidated joint venture Discounted cash flow 6.25 % - 8.00 %

5 unchanged sentences

10 - 12 years

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

The table below presents a summary of the changes in fair value for our investment in the unconsolidated joint venture:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

On May 28, 2025, in accordance with our Trustee compensation arrangements, we awarded to each of our seven Trustees 28,875 of our common shares, valued at $ 3.29 per share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day.

On September 9, 2025, we awarded to our officers and certain other employees of The RMR Group LLC, or RMR, under our equity compensation plan an aggregate of 386,988 of our common shares, valued at $ 6.15 per share, the closing price of our common shares on Nasdaq on that day.

Common Share Purchases

During the three and six months ended June 30, 2025, we purchased an aggregate of 9,095 and 9,699 of our common shares, respectively, valued at a weighted average price of $ 3.17 and $ 3.20 per common share, respectively, from a former officer of ours and certain other former officers and employees of The RMR Group LLC, or RMR, in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares.

During the three and nine months ended September 30, 2025, we purchased an aggregate of 63,752 and 73,451 of our common shares, respectively, valued at a weighted average price of $ 6.35 and $ 5.93 per common share, respectively, from our officers and certain other current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates.

Distributions

During the six months ended June 30, 2025, we declared and paid a regular quarterly distribution to common shareholders as follows:

During the nine months ended September 30, 2025, we declared and paid a regular quarterly distribution to common shareholders as follows:

Distribution Total

2 unchanged sentences

April 10, 2025 April 22, 2025 May 15, 2025 0.01 662

July 10, 2025 July 21, 2025 August 14, 2025 0.05 3,317

$ 0.07 $ 4,640

On July 10, 2025, we declared a regular quarterly distribution to common shareholders of record on July 21, 2025 of $ 0.05 per share, or approximately $ 3,317 .

We expect to pay this distribution on or about August 14, 2025 using cash on hand.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

On October 9, 2025, we declared a regular quarterly distribution to common shareholders of record on October 27, 2025 of $ 0.05 per share, or approximately $ 3,333 .

We expect to pay this distribution on or about November 13, 2025 using cash on hand.

Business and Property Management Agreements with RMR

5 unchanged sentences

Business Management Agreement.

Pursuant to our business management agreement and in accordance with GAAP, we accrued estimated incentive management fees during the three and six months ended June 30, 2025.

Pursuant to our business management agreement and in accordance with GAAP, we accrued estimated incentive management fees during the three and nine months ended September 30, 2025.

The actual amount of incentive management fees incurred for 2025, if any, will be based on our common share total return, as defined in our business management agreement, for the three year period ending December 31, 2025, and will be payable to RMR in January 2026.

We did no t incur any incentive management fees for the year ended December 31, 2024.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Property Management Agreement.

2 unchanged sentences

Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR which are included in other operating expenses and general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).

For the three and six months ended June 30, 2025 and 2024, the business management fees, incentive management fees, property management fees, construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

For the three and nine months ended September 30, 2025 and 2024, the business management fees, incentive management fees, property management fees, construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

Three Months Ended Nine Months Ended

Financial Statement

Three Months Ended June 30,

Six Months Ended June 30,

September 30,

2025 2024 2025 2024

22 unchanged sentences

(1) Amounts capitalized as buildings and improvements are depreciated over the estimated useful lives of the related assets.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

In January 2025, in connection with a $ 100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement.

8 unchanged sentences

See Note 9 for further information regarding our relationships, agreements and transactions with RMR.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Related Person Transactions

3 unchanged sentences

and an officer and employee of RMR.

Jordan, our other Managing Trustee, is an executive vice president and the chief financial officer and treasurer of RMR Inc., an officer and employee of RMR and an officer of ABP Trust.

Jordan, our other Managing Trustee, is an executive vice president and the chief operating officer of RMR Inc.

and an officer and employee of RMR.

Each of our officers is also an officer and employee of RMR.

1 unchanged sentence

Portnoy serves as chair of the boards and as a managing trustee of these public companies.

Yael Duffy, our President and Chief Operating Officer, is also the president and chief operating officer of Office Properties Income Trust, one of the other public companies managed by RMR.

Yael Duffy, our President and Chief Operating Officer, is also an executive vice president of RMR Inc.

and the president and chief operating officer of Office Properties Income Trust, one of the other public companies managed by RMR.

Other officers of RMR, including Mr.

12 unchanged sentences

As required under the loan agreement, we have an interest rate cap agreement to manage our interest rate risk exposure on the Mountain Floating Rate Loan, with interest payable at a rate equal to SOFR plus a premium.

Additionally, we maintain another interest rate cap that has been designated as a standalone derivative instrument.

Additionally, we had another interest rate cap related to the ILPT Floating Rate Loan that matured in October 2025.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements.

2 unchanged sentences

Our interest rate cap agreement for the Mountain Floating Rate Loan is designated as a cash flow hedge of interest rate risk and is measured on a recurring basis at fair value.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

5 unchanged sentences

As of June 26, 2025, we discontinued hedge accounting for the derivative associated with this underlying instrument, which was previously designated as a cash flow hedge of variable interest payments on our ILPT Floating Rate Loan.

As a result of the discontinuation of hedge accounting, the derivative is now accounted for as a standalone instrument, and all subsequent changes in the fair value and proceeds from settlements of the interest rate cap will be recognized in interest and other income in our condensed consolidated statements of comprehensive income (loss).

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

The following table summarizes the terms of our outstanding interest rate cap agreements as of June 30, 2025 and December 31, 2024:

Upon discontinuation of hedge accounting, all subsequent changes in the fair value and proceeds from settlements of the interest rate cap are recognized in interest and other income in our condensed consolidated statements of comprehensive income (loss).

The following table summarizes the terms of our outstanding interest rate cap agreements as of September 30, 2025 and December 31, 2024:

Sheet Underlying Maturity Strike Notional Fair Value at

Line Item Instrument Date Rate Amount June 30, 2025 December 31, 2024

Line Item Instrument Date Rate Amount September 30, 2025 December 31, 2024

Other assets, net

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The following table summarizes the activity related to our cash flow hedges within cumulative other comprehensive loss for the periods shown:

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Amount of gain recognized on derivatives in other comprehensive loss

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

Amount of gain (loss) reclassified from cumulative other comprehensive loss into interest expense $ 1,615 $ ( 5,436 ) $ 658 $ ( 14,956 )

Amount of (loss) gain recognized on derivatives in other comprehensive loss $ ( 44 ) $ ( 3,564 ) $ 870 $ 5,035

Amount of gain reclassified from cumulative other comprehensive loss into interest expense $ 582 $ 5,407 $ 1,240 $ 20,363

Total amount of interest expense presented in the condensed consolidated statements of comprehensive income (loss)

9 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 1. Financial Statements