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Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-19 · 219 added, 222 removed, 1328 unchanged (25% of the section changed)

Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act.

Based upon that evaluation, our Managing Trustees, our President and Chief Operating Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act.

Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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4.2 Description of Securities.

(Filed here with .

(Incorporated by reference to Company ’ s Annual Report on Form 10-K for the year ended December 31, 2024 .)

8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters.

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10.8 Form of Indemnification Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)

10.9 Loan Agreement, dated as of January 29, 2019, among certain of the Company’s subsidiaries, as co-borrowers, and Morgan Stanley Bank, N.A., Citi Real Estate Funding Inc., UBS AG and JPMorgan Chase Bank, National Association.

10.9 Loan Agreement, dated as of January 29, 2019, among certain of the Company’s subsidiaries, Morgan Stanley Bank, N.A., Citi Real Estate Funding Inc., UBS AG and JPMorgan Chase Bank, National Association.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.)

10.10 Loan Agreement, dated as of February 25, 2022, among certain subsidiaries of Mountain Industrial REIT LLC and Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A.

10.10 Loan Agreement, dated as of February 25, 2022, among certain subsidiaries of Mountain Industrial REIT LLC , Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 28, 2022.)

10.11 First Amendment to Loan Agreement and Other Loan Documents, dated as of March 8, 2022, among certain subsidiaries of Mountain Industrial REIT LLC and Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A.

10.11 First Amendment to Loan Agreement and Other Loan Documents, dated as of March 8, 2022, among certain subsidiaries of Mountain Industrial REIT LLC , Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.)

10.12 Loan Agreement, dated as of February 25, 2022, among certain subsidiaries of the Company and Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A.

10.12 Loan Agreement, dated as of February 25, 2022, among certain subsidiaries of the Company , Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 28, 2022.)

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(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 28, 2022.)

10.15 Loan Agreement, dated as of September 22, 2022, among certain subsidiaries of the Company, Citi Real Estate Funding Inc., UBS AG New York (1285 Avenue of the Americas) Branch, Bank of America, N.A., Bank of Montreal and Morgan Stanley Mortgage Capital Holdings LLC.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 26, 2022.)

10.16 Mezzanine Loan Agreement, dated as of September 22, 2022, among certain subsidiaries of the Company, Citigroup Global Markets Realty Corp., UBS AG New York (1285 Avenue of the Americas) Branch, Bank of America, N.A., Bank of Montreal, and Morgan Stanley Mortgage Capital Holdings LLC.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 26, 2022.)

10.15 Loan Agreement, dated as of June 26, 2025, among certain subsidiaries of the Company , Citi Real Estate Funding Inc., Bank of America, N.A., Morgan Stanley Mortgage Capital Holdings LLC, Bank of Montreal, Royal Bank of Canada and UBS AG New York Branch.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 1, 2025.)

19.1 Insider Trading Policies and Procedures.

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(Filed herewith.)

31.3 Rule 13a-14(a) Certification.

(Filed herewith.)

31.4 Rule 13a-14(a) Certification.

(Filed herewith.)

32.1 Section 1350 Certification.

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97.1 Clawback Policy.

( Incorporated by reference to the C ompan y ’ s Annual Report on Form 10-K for the year e nded December 31, 2023)

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 .

99.1 Letter Agreement, dated as of January 29, 2019, between the Company and The RMR Group LLC.

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(+) Management contract or compensatory plan or arrangement.

† This document was previously filed as Exhibit 19.1 to our Annual Report on Form 10‑K for the year ended December 31, 2024, filed with the SEC on February 19, 2025, and is being refiled to correct a scrivener’s error.

Form 10-K Summary

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Our audit included obtaining an understanding of internal controls over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

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LIABILITIES AND EQUITY

Mortgages and notes payable, net $ 4,300,537 $ 4,305,941

Mortgage notes payable, net

$ 4,193,194 $ 4,300,537

Accounts payable and other liabilities 74,571 76,753

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Additional paid in capital 1,018,985 1,017,382

Cumulative net (deficit) income ( 86,473 ) 9,196

Cumulative other comprehensive (loss) income ( 1,065 ) 10,171

Cumulative net deficit ( 152,660 ) ( 86,473 )

Cumulative other comprehensive loss ( 836 ) ( 1,065 )

Cumulative common distributions ( 376,459 ) ( 368,486 )

Total equity attributable to common shareholders 489,697 562,019

Noncontrolling interest 447,311 491,825

Noncontrolling interests

411,001 447,311

Total equity 900,698 1,009,330

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Interest expense ( 264,559 ) ( 292,536 ) ( 288,537 )

Gain (loss) on sale of real estate — 1,710 ( 10 )

Loss on equity securities — — ( 5,758 )

Loss on early extinguishment of debt — ( 359 ) ( 22,198 )

(Loss) gain on sale of real estate ( 1,376 ) — 1,710

Loss on extinguishment of debt

( 5,070 ) — ( 359 )

Loss before income taxes and equity in earnings of unconsolidated joint venture ( 122,445 ) ( 142,338 ) ( 150,517 )

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Net loss ( 102,568 ) ( 137,168 ) ( 149,719 )

Net loss attributable to noncontrolling interest 41,499 41,730 60,118

Net loss attributable to noncontrolling interests

36,381 41,499 41,730

Net loss attributable to common shareholders ( 66,187 ) ( 95,669 ) ( 107,989 )

Other comprehensive income (loss):

Unrealized (loss) gain on derivatives ( 13,925 ) ( 17,999 ) 30,194

unrealized loss (gain) on derivatives attributable to noncontrolling interest 2,689 6,267 ( 8,291 )

Other comprehensive (loss) income attributable to common shareholders ( 11,236 ) ( 11,732 ) 21,903

Other comprehensive loss:

Unrealized gain (loss) on derivatives 360 ( 13,925 ) ( 17,999 )

unrealized (gain) loss on derivatives attributable to

noncontrolling interests

( 131 ) 2,689 6,267

Other comprehensive gain (loss) attributable to common shareholders 229 ( 11,236 ) ( 11,732 )

Comprehensive loss attributable to common shareholders $ ( 65,958 ) $ ( 106,905 ) $ ( 119,721 )

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Shares Shares Capital (Deficit)

Income (Loss) Distributions Shareholders Interest Equity

Income (Loss) Distributions Shareholders Interests

Balance at December 31, 2022 65,568,145 $ 656 $ 1,014,201 $ 117,185 $ 21,903 $ ( 363,221 ) $ 790,724 $ 540,047 $ 1,330,771

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Distributions to common shareholders — — — — — ( 2,627 ) ( 2,627 ) — ( 2,627 )

Other comprehensive income

Other comprehensive loss

— — — — ( 11,732 ) — ( 11,732 ) ( 6,267 ) ( 17,999 )

Contributions from noncontrolling interest — — — — — — — 593,239 593,239

Distributions to noncontrolling interest — — — — — — — ( 1,365 ) ( 1,365 )

Distributions to noncontrolling interests

— — — — — — — ( 225 ) ( 225 )

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

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Other comprehensive loss — — — — ( 11,236 ) — ( 11,236 ) ( 2,689 ) ( 13,925 )

Distributions to noncontrolling interests

— — — — — — — ( 326 ) ( 326 )

Distributions to noncontrolling interest — — — — — — — ( 225 ) ( 225 )

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

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Distributions to common shareholders — — — — — ( 7,973 ) ( 7,973 ) — ( 7,973 )

Other comprehensive loss — — — — ( 11,236 ) — ( 11,236 ) ( 2,689 ) ( 13,925 )

Distributions to noncontrolling interest — — — — — — — ( 326 ) ( 326 )

Other comprehensive gain — — — — 229 — 229 131 360

Distributions to noncontrolling interests

— — — — — — — ( 60 ) ( 60 )

Balance at December 31, 2025 66,653,129 $ 667 $ 1,018,985 $ ( 152,660 ) $ ( 836 ) $ ( 376,459 ) $ 489,697 $ 411,001 $ 900,698

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Straight line rental income ( 9,469 ) ( 10,421 ) ( 13,599 )

(Gain) loss on sale of real estate — ( 1,710 ) 10

Loss (gain) on sale of real estate 1,376 — ( 1,710 )

Loss on impairment of real estate 6,081 — 156

Loss on early extinguishment of debt — 359 22,198

Loss on equity securities — — 5,758

Proceeds from settlement of derivatives ( 65,268 ) ( 56,915 ) —

Loss on extinguishment of debt

Proceeds from settlement of interest rate caps ( 33,887 ) ( 65,268 ) ( 56,915 )

General and administrative expenses paid in common shares 2,059 1,920 1,741

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CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate acquisitions — — ( 3,589,389 )

Real estate improvements ( 18,638 ) ( 5,698 ) ( 19,415 )

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( 15,010 ) ( 43,150 ) —

Proceeds from sale of equity securities

Distributions in excess of earnings from unconsolidated joint venture — — 5,940

Proceeds from sale of real estate — 24,300 —

Proceeds from settlement of derivatives 65,268 56,915 —

Net cash provided by (used in) investing activities 16,420 67,740 ( 3,445,869 )

Proceeds from sale of real estate, net 3,720 — 24,300

Proceeds from settlement of interest rate caps 33,887 65,268 56,915

Net cash provided by investing activities 3,959 16,420 67,740

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of mortgage notes payable

1,160,000 — 91,000

Repayment of ILPT Floating Rate Loan and related costs ( 1,240,070 ) — —

Repayment of mortgage notes payable ( 18,793 ) ( 18,116 ) ( 55,418 )

Proceeds from secured bridge loan facility — — 1,385,158

Repayment of secured bridge loan facility — — ( 1,385,158 )

Borrowings under revolving credit facility — — 3,000

Repayments of revolving credit facility — — ( 185,000 )

Payment of debt issuance costs ( 16,733 ) ( 234 ) ( 1,423 )

Proceeds from sale of interest rate cap — — 7,740

Distributions to common shareholders ( 7,973 ) ( 2,638 ) ( 2,627 )

Proceeds from sale of noncontrolling interest, net — — 589,411

Repurchase of common shares ( 451 ) ( 312 ) ( 163 )

Distributions to noncontrolling interest ( 326 ) ( 225 ) ( 1,365 )

Distributions to noncontrolling interests

( 60 ) ( 326 ) ( 225 )

Net cash (used in) provided by financing activities

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Cash and cash equivalents and restricted cash and cash equivalents at end of period $ 183,031 $ 242,480 $ 245,723

Year Ended December 31,

2024 2023 2022

SUPPLEMENTAL DISCLOSURES:

Interest paid $ 235,090 $ 237,120 $ 237,585

$ 237,120 $ 237,585 $ 178,842

Income taxes (received) paid $ — $ ( 80 ) $ 85

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Real estate improvements accrued not paid $ 1,744 $ 6,465 $ 1,235

NON-CASH FINANCING ACTIVITIES:

Assumption of mortgage notes payable $ — $ — $ ( 323,432 )

SUPPLEMENTAL DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS:

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Restricted cash and cash equivalents 88,219 110,774 133,382

110,774 133,382 92,519

Total cash and cash equivalents and restricted cash

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We generally do not control an entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the entity.

This includes decisions regarding operating and capital budgets and the placement of new or additional financing secured by the assets of the venture, among others.

On February 25, 2022, we acquired Monmouth Real Estate Investment Corporation, or MNR, pursuant to the merger of MNR with and into one of our wholly owned subsidiaries, or the Merger, as further described below.

In connection with the Merger, we entered into a joint venture arrangement, or our consolidated joint venture, for 95 of the acquired MNR properties, including two then committed, but not yet then completed, property acquisitions, located in the mainland United States, in which we retained a 61 % equity interest.

We have a controlling financial interest in our consolidated joint venture and as result, account for it on a consolidated basis.

This may include decisions regarding operating and capital budgets and the placement of new or additional financing secured by the assets of the venture, among others.

Use of Estimates.

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We calculate depreciation on other real estate investments on a straight line basis over estimated useful lives of up to 40 years.

We allocate the purchase prices of our properties to land, building and improvements based on determinations of the fair values of these assets assuming the properties are vacant.

We allocate the purchase prices of our properties to land, buildings and improvements based on determinations of the fair values of these assets assuming the properties are vacant.

We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others.

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Such amortization, which is included in depreciation and amortization expense, totaled $ 33,526 , $ 42,278 and $ 51,065 during the years ended December 31, 2025, 2024 and 2023, respectively.

We amortize capitalized above market lease values (included in acquired real estate leases, net in our consolidated balance sheets) and below market lease values (presented as assumed real estate lease obligations, net in our consolidated balance sheets) as a reduction or increase, respectively, to rental income over the terms of the associated leases.

Such amortization resulted in increases in rental income of $ 1,547 , $ 1,130 and $ 4,544 during the years ended December 31, 2024, 2023 and 2022, respectively.

We amortize above market lease values (included in acquired real estate leases, net in our consolidated balance sheets) and below market lease values (presented as assumed real estate lease obligations, net in our consolidated balance sheets) as a reduction or increase, respectively, to rental income over the terms of the associated leases.

Such amortization resulted in net increases in rental income of $ 1,777 , $ 1,547 and $ 1,130 during the years ended December 31, 2025, 2024 and 2023, respectively.

If a lease is terminated prior to its stated expiration, we fully amortize the unamortized amounts relating to that lease at that time.

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Acquired real estate leases:

Capitalized above market lease values $ 25,553 $ 27,484

Above market lease values $ 23,778 $ 25,553

accumulated amortization ( 14,452 ) ( 14,746 )

Capitalized above market lease values, net 10,807 12,856

Above market lease values, net 9,326 10,807

Lease origination value 277,501 314,671

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Assumed real estate lease obligations:

Capitalized below market lease values $ 34,670 $ 37,580

Below market lease values $ 29,132 $ 34,670

accumulated amortization ( 17,453 ) ( 19,733 )

Assumed real estate lease obligations, net $ 11,679 $ 14,937

As of December 31, 2024, the weighted average amortization periods for capitalized above market lease values, lease origination value and capitalized below market lease values were 9.4 years, 7.3 years and 6.1 years, respectively.

As of December 31, 2025, the weighted average amortization periods for above market lease values, lease origination value and below market lease values were 8.9 years, 7.0 years and 6.1 years, respectively.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

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Expected future amortization related to our acquired real estate leases, net and assumed real estate obligations, net, deferred leasing costs, net and debt issuance costs, net as of December 31, 2025 are shown below:

Acquired Real Estate Deferred Debt

Leases and Assumed Leasing Issuance

Obligations Costs

Leases and Deferred Debt

Assumed Leasing Issuance

Obligations Costs Costs

2026 $ 28,579 $ 4,412 $ 4,607

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Thereafter 41,241 10,117 709

$ 184,256 $ 23,691 $ 7,292

Total $ 152,507 $ 28,510 $ 20,842

Deferred Leasing Costs.

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We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of long lived assets.

Impairment indicators may include declining tenant occupancy, lack of progress leasing vacant space, tenant bankruptcies, low long-term prospects for improvement in property performance, cash flow or liquidity, our decision to dispose of an asset before the end of its estimated useful life and legislative, market or industry changes that could permanently reduce the value of a property.

Impairment indicators may include declining tenant occupancy, lack of progress leasing vacant space, tenant bankruptcies, low long-term prospects for improvement in property performance, cash flow or liquidity concerns, legislative, market or industry changes that could permanently reduce the value of a property, or our decision to dispose of an asset before the end of its estimated useful life.

If there is an indication that the carrying value of an asset is not recoverable, we estimate the projected undiscounted cash flows to determine if an impairment loss should be recognized.

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Level 2 - Inputs include quoted prices in markets that are less active or inactive or for which all significant inputs are observable, either directly or indirectly.

Level 3 - Inputs include unobservable prices and are supported by little or no market activity and are significant to the overall fair value measurement.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

Level 3 - Inputs include unobservable prices and are supported by little or no market activity and are significant to the overall fair value measurement.

Environmental Obligations.

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however, we do not have any present plans to change the use of those lands or to undertake this environmental cleanup.

At each of December 31, 2024 and 2023, accrued environmental remediation costs of $ 6,775 were included in accounts payable and other liabilities in our consolidated balance sheets.

As of December 31, 2025 and 2024, accrued environmental remediation costs of $ 6,775 were included in accounts payable and other liabilities in our consolidated balance sheets.

These accrued environmental remediation costs relate to maintenance of our properties for current uses, and, because of the indeterminable timing of the remediation, these amounts have not been discounted to present value.

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Restricted Cash and Cash Equivalents.

Restricted cash and cash equivalents consist of amounts escrowed as required by the agreements governing certain of our mortgage debt and cash held for the operations of our consolidated joint venture.

Restricted cash and cash equivalents consist of cash held for the operations of our consolidated joint venture and amounts escrowed as required by the agreements governing certain of our mortgage debt.

Derivative Instruments and Hedging Activities.

We account for our derivative instruments at fair value.

We account for our derivative instrument at fair value.

Accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative instrument and the designation of the derivative instrument.

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To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations.

Income Taxes.

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and, accordingly, we generally are not, and will not be, subject to federal income taxes provided we distribute our taxable income and meet certain organization and operating requirements to qualify for taxation as a REIT.

We are, however, subject to certain state and local taxes.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

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(dollars in thousands, except per share data)

Income Taxes.

We are, however, subject to certain state and local taxes.

Right of Use Assets and Lease Liabilities.

We are the lessee for three of our properties subject to ground leases and one office lease that we assumed as part of the Merger.

We are the lessee for three of our properties subject to ground leases and one office lease.

For leases with a term greater than 12 months under which we are the lessee, we are required to record a right of use asset and lease liability.

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Unvested share awards and other potentially dilutive common shares and the related impact on earnings are considered when calculating diluted earnings per share.

Noncontrolling Interest.

Noncontrolling interest represents the share of our consolidated joint venture owned by a third party.

We allocate net income (loss) to noncontrolling interests based on the respective ownership interest during the period.

Noncontrolling Interests.

Noncontrolling interests represents the share of our consolidated joint venture and/or tenancy in common owned by a third party.

We allocate net income (loss) to noncontrolling interests based on our respective ownership interest during the period.

New Accounting Pronouncements.

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires public entities, including those with a single reportable segment, to:

(i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the chief operating decision maker, or the CODM, and included in each reported measure of segment profit or loss;

(ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting , in interim periods;

and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures.

ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments.

We adopted ASU 2023-07 effective December 31, 2024, and, as a result, we have included additional information related to the required disclosures in Note 12.

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.

Our early adoption of ASU 2025-03 on June 30, 2025 did not have a material impact on our consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements , which clarifies and enhances guidance on hedge accounting, addressing issues arising from the global reference rate reform initiative.

ASU 2025-09 is required to be applied prospectively, and is effective for the first annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

Our early adoption of ASU 2025-09 on December 31, 2025 did not have a material impact on our consolidated financial statements.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

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Real Estate Investments

During the years ended December 31, 2024 and 2023, amounts capitalized at certain of our properties for tenant improvements, leasing costs, building improvements and development, redevelopment and other activities were as follows:

Capital Expenditures

During the years ended December 31, 2025 and 2024, amounts capitalized at certain of our properties for tenant improvements, leasing costs and building improvements were as follows:

Year Ended December 31,

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Building improvements (2)

Development, redevelopment and other activities (3)

$ 17,199 $ 23,263

Total capital expenditures $ 22,927 $ 17,199

(1) Includes capital expenditures used to improve tenants’ space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and tenant inducements.

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

(3) Includes capital expenditure projects that reposition a property or result in new sources of revenues.

During the year ended December 31, 2023, we sold two properties and a portion of a land parcel, containing 489,825 rentable square feet for the aggregate sales price of $ 25,460 , excluding closing costs.

Disposition Activities

The table below provides information about dispositions, including the sale prices (excluding closing costs), during the years ended December 31, 2025, 2024 and 2023:

Gain (Loss) on

Number of Rentable Gross Sale of

Location Properties Square Feet Sales Price (1)

Number of Rentable Sale of

Date of Sale Location Properties Square Feet Sales Price Real Estate

Dispositions during the year ended December 31, 2025:

November 2025 Augusta, GA 1 30,184 $ 1,650 $ 229

December 2025 Monaca, PA 1 255,658 2,250 ( 1,605 )

Total 2 285,842 $ 3,900 $ ( 1,376 )

Dispositions during the year ended December 31, 2024:

We did not dispose of any properties during the year ended December 31, 2024.

Dispositions during the year ended December 31, 2023:

March 2023 Everett, WA

2 unchanged sentences

December 2023 Asheville, NC 1 32,599 4,300 2,566

2 489,825 $ 25,460 $ 1,710

(1) Gross sales price is the gross contract price, excluding closing costs.

During the years ended December 31, 2024 and 2023, recognized net income (loss) attributable to noncontrolling interest in our consolidated financial statements was as follows:

Total 2 489,825 $ 25,460 $ 1,710

During the year ended December 31, 2025, one property previously classified as held for sale no longer met the requirements to be held for sale and was reclassified as held and used.

During the years ended December 31, 2025 and 2024, net loss attributable to noncontrolling interests in our consolidated financial statements was as follows:

Year Ended December 31,

Consolidated joint venture $ ( 41,558 ) $ ( 41,798 )

Tenancy in common 59 68

2025 2024 2023

Consolidated joint venture $ 36,430 $ 41,558 $ 41,798

We own a 61 % equity interest in our consolidated joint venture.

We control this consolidated joint venture and therefore account for the properties owned by this joint venture on a consolidated basis in our consolidated financial statements.

As of December 31, 2024, our consolidated joint venture had total assets of $ 2,896,160 and total liabilities of $ 1,757,801 .

Tenancy in common ( 49 ) ( 59 ) ( 68 )

Total net loss attributable to noncontrolling interests $ 36,381 $ 41,499 $ 41,730

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

Consolidated Joint Venture

We own a 61 % equity interest in our consolidated joint venture.

We control this consolidated joint venture and therefore account for the properties owned by this joint venture on a consolidated basis in our consolidated financial statements.

Consolidated Tenancy in Common

1 unchanged sentence

The tenancy in common made cash distributions to the unrelated third party investor of $ 60 and $ 326 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024, the tenancy in common had total assets of $ 10,427 and total liabilities of $ 217 .

Unconsolidated Joint Venture

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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 unconsolidated joint venture in our consolidated statements of comprehensive income (loss).

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 consolidated financial statements.

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.

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Thereafter 1,418,509

Total $ 2,993,416

Geographic Concentration

For the years ended December 31, 2024, 2023 and 2022, our Hawaii Properties represented 27.2 %, 28.0 % and 29.7 %, respectively, of our rental income.

Tenant Concentration

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.

Subsidiaries of FedEx Corporation, or FedEx, and subsidiaries of Amazon.com Services, Inc., or Amazon, represented 29.1 % and 6.8 % of our annualized rental revenues as of December 31, 2024, respectively, and 29.7 % and 6.7 % as of December 31, 2023, respectively.

Our Hawaii Properties represented 27.8 % and 28.0 % of our annualized rental revenues as of December 31, 2025 and 2024, respectively.

Tenant Concentration

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

and its subsidiaries, or Amazon, represented 27.9 % and 7.3 % of our annualized rental revenues as of December 31, 2025, respectively, and 29.1 % and 6.8 % as of December 31, 2024, respectively.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

6 unchanged sentences

As of December 31, 2025

ILPT 104 $ 1,235,000 6.71 % Floating 10/09/2025 $ 1,017,228

ILPT 186 $ 650,000 4.31 % Fixed 02/07/2029 $ 489,987

ILPT 101 1,160,000 6.40 % Fixed 07/09/2030 976,178

ILPT 17 700,000 4.42 % Fixed 03/09/2032 481,374

82 1,400,000 5.87 % Floating 03/09/2026 1,749,546

28 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 rates reflect the impact of interest rate caps, if any.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

Our $ 1,235,000 loan, or the ILPT Floating Rate Loan, which is secured by 104 of our properties, matures in October 2025, subject to two remaining one year extension options, and requires that interest be paid at an annual rate of secured overnight financing rate, or SOFR, plus a weighted average premium of 3.93 %.

In October 2024, we exercised the first of our three , one year extension options for the maturity date of this loan.

In connection with the exercise of the extension, we purchased a one year interest rate cap for $ 16,975 with a SOFR strike rate equal to 2.78 %, which replaced the previous interest rate cap with a SOFR strike rate equal to 2.25 %.

Subject to the satisfaction of certain conditions, we have the option to prepay the ILPT Floating Rate Loan in full or in part at any time at par with no premium.

Our consolidated joint venture’s $ 1,400,000 loan, or the Mountain Floating Rate Loan, which is secured by 82 properties, matures in March 2025, subject to two remaining one year extension options, and requires that interest be paid at an annual rate of SOFR plus a premium of 2.77 %.

In March 2024, our consolidated joint venture exercised the first of its three , one year extension options for the maturity date of this loan.

In June 2025, we obtained a $ 1,160,000 fixed rate, interest only mortgage loan secured by 101 of our properties.

This mortgage loan matures in July 2030 and requires that interest be paid at an annual rate of 6.40 %.

Subject to the satisfaction of certain conditions, we have the option to prepay our $ 1,160,000 mortgage loan in full or in part with a premium prior to January 9, 2030 and at par with no premium on or after January 9, 2030.

We used the net proceeds from our $ 1,160,000 mortgage loan and cash on hand to repay in full our then $ 1,235,000 loan, or the ILPT Floating Rate Loan.

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 %.

During year ended December 31, 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 %.

In March 2025, our consolidated joint venture exercised the second of its three , one -year extension options for the maturity date of this loan.

In connection with the exercise of the extension, our consolidated joint venture purchased a one -year interest rate cap for $ 15,010 with a SOFR strike rate equal to 3.10 %, which replaced the previous interest rate cap with a SOFR strike rate equal to 3.04 %.

Subject to the satisfaction of certain conditions, we have the option to prepay the Mountain Floating Rate Loan in full or in part at any time at par with no premium.

In February 2025, our consolidated joint venture provided notice to exercise the second extension option for the maturity of the Mountain Floating Rate Loan and in connection therewith purchased a one year interest rate cap for $ 15,010 with a SOFR strike rate equal to 3.10 %.

The weighted average interest rates under our floating rate loans for the year ended December 31, 2024 and 2023 were as follows:

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 years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

1 unchanged sentence

6.71 % 6.26 %

Mountain Floating Rale Loan (2)

Mountain Floating Rate Loan (2)

5.85 % 5.88 %

(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.

In May 2023, our consolidated joint venture obtained a $ 91,000 fixed rate, interest only mortgage loan secured by four properties owned by our consolidated joint venture.

This mortgage loan matures in June 2030 and requires that interest be paid at an annual rate of 6.25 %.

A portion of the net proceeds from this mortgage loan was used to repay four then outstanding mortgage loans of our consolidated joint venture with an aggregate outstanding principal balance of $ 35,910 and a weighted average interest rate of 3.70 %.

We recognized a loss on early extinguishment of debt of $ 359 in conjunction with the repayment of these mortgage loans.

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.

See Note 11 for further information regarding our interest rate caps.

As of December 31, 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 11 for further information regarding our current and former 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 December 31, 2025 are as follows:

2026 $ 1,419,499

2030 1,273,597

Thereafter 807,949

Total $ 4,214,036

Fair Value of Assets and Liabilities

Our financial instruments include cash and cash equivalents, restricted cash and cash equivalents, mortgage notes payable, accounts payable and interest rate caps.

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

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

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

Fair Value of Assets and Liabilities

Our financial instruments include cash and cash equivalents, restricted cash and cash equivalents, mortgages and notes payable, accounts payable and interest rate caps.

As of December 31, 2024 and 2023, the fair value of our financial instruments approximated their carrying values in our 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 $ 2,793,219 and $ 1,665,649 as of December 31, 2025 and 2024, respectively, and a fair value of $ 2,784,286 and $ 1,535,640 as of December 31, 2025 and 2024, respectively.

We estimate the fair value of our fixed rate mortgage notes payable using significant unobservable inputs (Level 3), including discounted cash flow analyses and prevailing market interest rates.

The table below presents certain of our assets measured on a recurring and nonrecurring basis at fair value as of December 31, 2024 and 2023, categorized by the level of inputs as defined in the fair value hierarchy under ASC 820, Fair Value Measurement , used in the valuation of each asset:

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 and nonrecurring basis at fair value as of December 31, 2025 and 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

4 unchanged sentences

Investment in unconsolidated joint venture $ 132,753 $ — $ — $ 132,753

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

Interest rate cap $ 1,629 $ — $ 1,629 $ —

As of December 31, 2024

1 unchanged sentence

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

Nonrecurring:

Real estate properties (1)

$ 1,414 $ — $ — $ 1,414

(1) During the year ended December 31, 2023, we reduced the carrying value of one property to its fair value based on a third party offer.

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.

The net asset value of the unconsolidated joint venture is determined by using similar estimation techniques as those used for consolidated real estate properties, including discounting expected future cash flows of the underlying real estate investments based on prevailing market rents over a holding period and including an exit capitalization rate to determine the final year of cash flows.

The net asset value of the unconsolidated joint venture uses similar estimation techniques as those used for consolidated real estate properties, including discounting expected future cash flows of the underlying real estate investments based on prevailing market rents over a holding period and including an exit capitalization rate to determine the final year of cash flows.

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 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 Level 3 significant unobservable inputs and are shown in the table below:

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:

Valuation Discount Capitalization Holding

7 unchanged sentences

5.25 % - 6.50 %

10 - 12 years

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO 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:

8 unchanged sentences

During the years ended December 31, 2025, 2024 and 2023, we awarded to our officers and certain other employees of The RMR Group LLC, or RMR, annual share awards of 386,988 , 204,915 and 188,350 of our common shares, respectively, valued at $ 2,380 , $ 992 and $ 684 , in aggregate, respectively.

During the years ended December 31, 2024, 2023 and 2022, we awarded each of our seven Trustees 23,316 , 20,000 and 3,500 of our common shares with an aggregate value of $ 630 , $ 249 and $ 369 , respectively, as part of their annual compensation in accordance with our trustee compensation arrangements.

During the years ended December 31, 2025, 2024 and 2023, we awarded each of our then seven Trustees 28,875 , 23,316 and 20,000 of our common shares with an aggregate value of $ 665 , $ 630 and $ 249 , respectively, as part of their annual compensation in accordance with our trustee compensation arrangements.

The values or numbers, as applicable, of the share awards were based upon the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the dates of awards.

14 unchanged sentences

Unvested at end of year 478,111 $ 5.63 310,177 $ 5.74 288,310 $ 8.50

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

As of December 31, 2025, the estimated future compensation expense for the unvested shares was approximately $ 2,426 .

2 unchanged sentences

As of December 31, 2025, 2,346,871 common shares remain available for issuance under the 2018 Plan.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Common Share Purchases

During the years ended December 31, 2025, 2024 and 2023, we purchased an aggregate of 76,241 , 67,206 and 49,158 , respectively, of our common shares valued at weighted average prices of $ 5.93 , $ 4.65 and $ 3.29 per common share, respectively, from certain of our Trustees, 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 closing prices of our common shares on Nasdaq on the applicable purchase dates.

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

7 unchanged sentences

On January 15, 2026, we declared a regular quarterly distribution to common shareholders of record on January 26, 2026 of $ 0.05 per share, or approximately $ 3,333 .

We expect to pay this distribution to our shareholders on or about February 20, 2025 using cash on hand.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

We expect to pay this distribution on or about February 19, 2026 using cash on hand.

Per Common Share Amounts

6 unchanged sentences

Net loss attributable to common shareholders $ ( 66,187 ) $ ( 95,669 ) $ ( 107,989 )

Income attributable to participating unvested share awards

Loss attributable to participating unvested share awards

( 44 ) ( 11 ) ( 10 )

1 unchanged sentence

Denominators:

Weighted average common shares for basic earnings per share 65,697 65,430 65,248

Weighted average common shares for diluted earnings per share 65,697 65,430 65,248

Weighted average common shares outstanding (basic and diluted) 66,006 65,697 65,430

Net loss attributable to common shareholders per common share

6 unchanged sentences

and (2) a property management agreement, which relates to our property level operations.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Management Agreements with RMR.

5 unchanged sentences

The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

• Incentive Management Fee .

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• No incentive management fee is payable by us unless our total return per share during the measurement period is positive.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

• The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated.

4 unchanged sentences

• Incentive management fees we paid to RMR for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.

We incurred a $ 5,679 incentive management fee pursuant to our business management agreement for the year ended December 31, 2025.

We paid this incentive management fee to RMR in January 2026.

We did not incur any incentive management fee pursuant to our business management agreement for the years ended December 31, 2024 and 2023.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

• Property Management and Construction Supervision Fees .

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RMR has the right to terminate the management agreements for good reason, as defined therein.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

• Termination Fee .

8 unchanged sentences

Under our business management agreement with RMR, we acknowledge that RMR may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

For the years ended December 31, 2024, 2023 and 2022, the business management fees, property management fees, construction supervision fees and expense reimbursements recognized in our consolidated financial statements were as follows:

For the years ended December 31, 2025, 2024 and 2023, the business management fees, incentive management fees, property management fees, construction supervision fees and expense reimbursements recognized in our consolidated financial statements were as follows:

Financial Statement

5 unchanged sentences

$ 23,319 $ 23,439 $ 23,154

Incentive management fees (1)

General and administrative expenses 5,679 — —

Total $ 28,998 $ 23,439 $ 23,154

Pursuant to property management agreement:

3 unchanged sentences

Construction supervision fees

Building and improvements (1)

$ 13,344 $ 13,449 $ 11,916

Buildings and improvements (2)

Total $ 13,518 $ 13,344 $ 13,449

Expense reimbursement:

Property level expenses

General and administrative expenses $ 304 $ 288 $ 243

Other expenses General and administrative expenses $ 200 $ 304 $ 288

Property level expenses

1 unchanged sentence

6,237 6,450 8,090

$ 6,754 $ 8,378 $ 6,785

Total $ 6,437 $ 6,754 $ 8,378

(1) In January 2026, we paid RMR the incentive management fee incurred for the year ended December 31, 2025.

(2) Amounts capitalized as building improvements are depreciated over the estimated useful lives of the related assets.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO 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.

3 unchanged sentences

We have two separate joint venture arrangements.

One of these joint ventures, our consolidated joint venture, which we entered into in connection with the Merger, is with one , third party institutional investor .

One of these joint ventures, our consolidated joint venture, is with one , third party institutional investor .

The other joint venture, the unconsolidated joint venture, is with two , third party institutional investors.

6 unchanged sentences

See Note 10 for further information regarding our relationships, agreements and transactions with RMR.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Related Person Transactions

4 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 until December 31, 2025, is a managing director and an executive vice president and the chief operating officer of RMR Inc.

and an officer and employee of RMR.

Yael Duffy, our other Managing Trustee since January 1, 2026, and our President and Chief Executive Officer, is also an executive vice president of RMR Inc.

and a managing trustee and president and chief executive officer of Office Properties Income Trust, one of the other public companies managed by 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.

Other officers of RMR, including Mr.

Jordan, serve as managing trustees or officers of certain of these public companies.

Other officers of RMR, including Ms.

Duffy, serve as managing trustees or officers of certain of these public companies.

Our Manager, RMR .

5 unchanged sentences

See Note 3 for further information regarding our joint ventures.

As of December 31, 2024 and 2023, we owed $ 0 and $ 680 , respectively, to the unconsolidated joint venture for rents that we collected on behalf of that joint venture.

These amounts are presented as due to related persons in our consolidated balance sheets.

RMR provides management services to each of our joint ventures.

12 unchanged sentences

The only risk currently managed by us using derivative instruments is our interest rate risk.

As required under the applicable loan agreements, we have interest rate cap agreements to manage our interest rate risk exposure on each of the ILPT Floating Rate Loan and the Mountain Floating Rate Loan, both with interest payable at a rate equal to SOFR plus a premium.

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 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.

1 unchanged sentence

We do not anticipate that any of the counterparties will fail to meet their obligations.

Our interest rate cap agreements are designated as cash flow hedges of interest rate risk and are measured on a recurring basis at fair value.

See Notes 5 and 6 for further information regarding the debt our interest rate caps are related to and the fair value of our interest rate caps.

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.

See Notes 5 and 6 for further information regarding our current and former interest rate caps.

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.

For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in cumulative other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election.

The earnings recognition of excluded components is presented in interest expense.

Amounts reported in cumulative other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on our applicable debt.

On June 26, 2025, we obtained a $ 1,160,000 mortgage loan and used the net proceeds from such loan and cash on hand to repay in full the ILPT Floating Rate Loan.

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.

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 consolidated statements of comprehensive income (loss).

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

3 unchanged sentences

ILPT Floating Rate Loan 10/15/2025 2.78 % $ 1,235,000 $ — $ 13,302

2.25 % $ 1,235,000 $ — $ 25,060

Other assets, net

ILPT Floating Rate Loan 10/15/2025 2.78 % $ 1,235,000 13,302 —

Other assets, net

Mountain Floating Rate Loan

4 unchanged sentences

$ 1,629 $ 16,916

For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in cumulative other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

The earnings recognition of excluded components is presented in interest expense.

Amounts reported in cumulative other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our applicable debt.

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

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

Year Ended December 31,

Amount of gain recognized on derivative in other comprehensive income (loss) $ 7,623 $ 15,640

Amount of gain reclassified from cumulative other comprehensive income (loss) into interest expense $ 21,548 $ 33,639

2025 2024 2023

Amount of gain recognized on derivative in other comprehensive loss $ 970 $ 7,623 $ 15,640

Amount of gain reclassified from cumulative other comprehensive loss into interest expense $ 610 $ 21,548 $ 33,639

Total amount of interest expense presented in the consolidated statements of comprehensive income (loss) $ ( 264,559 ) $ ( 292,536 ) $ ( 288,537 )

5 unchanged sentences

ownership and leasing of properties that include industrial and logistics buildings and leased industrial lands.

The chief operating decision maker, or CODM, is our President and Chief Operating Officer.

The chief operating decision maker, or CODM, is our President and Chief Executive Officer.

The CODM assesses performance, allocates resources and makes strategic decisions based on net income (loss) as shown in our consolidated statements of comprehensive income (loss).

The CODM is also regularly provided with information on expenses related to our management agreements with RMR, which are detailed in Note 9.

The accounting policies of our reportable segment are the same as those described in Note 2.The measure of segment assets is reported as total assets in our consolidated balance sheets.

The accounting policies of our reportable segment are the same as those described in Note 2.

The measure of segment assets is reported as total assets in our consolidated balance sheets.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

42 unchanged sentences

2902 Gun Club Road Augusta GA (A) 1,200 9,861 42 ( 6,995 ) 441 3,667 4,108 ( 375 ) 2/25/2022 2004

1078 Bertram Road Augusta GA (A) 900 1,867 77 ( 1,374 ) 454 1,016 1,470 ( 132 ) 2/25/2022 1993

590 Northport Parkway Savannah GA (C) 16,905 66,945 244 — 16,905 67,189 84,094 ( 7,393 ) 2/25/2022 2017

1 unchanged sentence

650 Braselton Parkway Braselton GA (B) 6,902 82,238 — — 6,902 82,238 89,140 ( 9,046 ) 2/25/2022 2018

700 Hudson Road Griffin GA (C) 900 20,442 339 — 900 20,781 21,681 ( 3,225 ) 2/25/2022 2002

Initial Cost to Gross Amount Carried at

7 unchanged sentences

Acquired Date (5)

700 Hudson Road Griffin GA (C) 900 20,442 339 — 900 20,781 21,681 ( 2,374 ) 2/25/2022 2002

505 Morgan Lakes Industrial Blvd.

39 unchanged sentences

2833 Kilihau Street Honolulu HI (E) 601 — — — 601 — 601 — 12/5/2003 —

692 Mapunapuna Street Honolulu HI (E) 1,796 2 — ( 2 ) 1,796 — 1,796 — 12/5/2003 —

Initial Cost to Gross Amount Carried at

7 unchanged sentences

Acquired Date (5)

692 Mapunapuna Street Honolulu HI (E) 1,796 2 ( 2 ) — 1,796 — 1,796 — 12/5/2003 —

669 Ahua Street Honolulu HI (E) 1,801 14 225 — 1,801 239 2,040 ( 44 ) 12/5/2003 —

38 unchanged sentences

766 Mapunapuna Street Honolulu HI (E) 1,801 — — — 1,801 — 1,801 — 12/5/2003 —

2908 Kaihikapu Street Honolulu HI (E) 1,798 23 — ( 11 ) 1,798 12 1,810 ( 5 ) 12/5/2003 —

Initial Cost to Gross Amount Carried at

7 unchanged sentences

Acquired Date (5)

2908 Kaihikapu Street Honolulu HI (E) 1,798 23 ( 11 ) — 1,798 12 1,810 ( 4 ) 12/5/2003 —

729 Ahua Street Honolulu HI (E) 1,801 — 63 — 1,801 63 1,864 ( 8 ) 12/5/2003 —

38 unchanged sentences

238 Sand Island Access Road Honolulu HI (E) 2,273 — — — 2,273 — 2,273 — 12/5/2003 —

2308 Pahounui Drive Honolulu HI (E) 3,314 — — — 3,314 — 3,314 — 12/5/2003 —

Initial Cost to Gross Amount Carried at

7 unchanged sentences

Acquired Date (5)

2308 Pahounui Drive Honolulu HI (E) 3,314 — — — 3,314 — 3,314 — 12/5/2003 —

2135 Auiki Street Honolulu HI (E) 825 — — — 825 — 825 — 12/5/2003 —

38 unchanged sentences

2829 Pukoloa Street Honolulu HI (E) 2,088 — — — 2,088 — 2,088 — 12/5/2003 —

2841 Pukoloa Street Honolulu HI (E) 2,088 — — — 2,088 — 2,088 — 12/5/2003 —

Initial Cost to Gross Amount Carried at

8 unchanged sentences

2819 Pukoloa Street Honolulu HI (E) 2,090 — 34 — 2,090 34 2,124 ( 14 ) 12/5/2003 —

950 Mapunapuna Street Honolulu HI (E) 1,724 — — — 1,724 — 1,724 — 12/5/2003 —

37 unchanged sentences

91-218 Olai Kapolei HI (A) 1,622 — 62 — 1,622 62 1,684 ( 46 ) 6/15/2005 —

91-175 Olai Kapolei HI (A) 1,243 — 87 — 1,243 87 1,330 ( 59 ) 6/15/2005 —

Initial Cost to Gross Amount Carried at

8 unchanged sentences

91-210 Olai Kapolei HI (A) 706 — — — 706 — 706 — 6/15/2005 —

91-087 Hanua Kapolei HI (A) 381 — — — 381 — 381 — 6/15/2005 —

37 unchanged sentences

9215-9347 E Pendleton Pike Lawrence IN (A) 3,763 34,877 — — 3,763 34,877 38,640 ( 6,856 ) 2/14/2019 2009

6825 West County Road 400 North Greenfield IN (F) 918 14,300 3,312 — 918 17,612 18,530 ( 3,246 ) 2/14/2019 2008

Initial Cost to Gross Amount Carried at

7 unchanged sentences

Acquired Date (5)

6825 West County Road 400 North Greenfield IN (F) 918 14,300 1,009 — 918 15,309 16,227 ( 2,727 ) 2/14/2019 2008

900 Commerce Parkway West Drive Greenwood IN (F) 1,483 16,253 1,005 — 1,483 17,258 18,741 ( 3,402 ) 2/14/2019 2007

35 unchanged sentences

2901 E Heartland Drive Liberty MO (C) 1,100 6,886 283 — 1,100 7,169 8,269 ( 1,087 ) 2/25/2022 1997

110 Stanbury Industrial Drive Brookfield MO (A) 200 1,859 ( 2 ) ( 546 ) 181 1,330 1,511 ( 36 ) 1/29/2015 2012

110 Stanbury Industrial Drive Brookfield MO N/A 200 1,859 — ( 546 ) 181 1,332 1,513 ( 76 ) 1/29/2015 2012

12385 Crossroad Drive Olive Branch MS (D) 3,301 61,763 1,266 — 3,301 63,029 66,330 ( 8,010 ) 2/25/2022 2012

1 unchanged sentence

440 US Highway 49 South Richland MS (C) 200 2,329 268 — 200 2,597 2,797 ( 452 ) 2/25/2022 1986

105 Business Park Drive Ridgeland MS (C) 500 1,949 9 — 500 1,958 2,458 ( 378 ) 2/25/2022 1988

590 Assembly Court Fayetteville NC (A) 700 9,410 109 ( 2,328 ) 539 7,352 7,891 ( 1,044 ) 2/25/2022 1996

Initial Cost to Gross Amount Carried at

7 unchanged sentences

Acquired Date (5)

105 Business Park Drive Ridgeland MS (C) 500 1,949 9 — 500 1,958 2,458 ( 280 ) 2/25/2022 1988

590 Assembly Court Fayetteville NC (A) 700 9,410 109 ( 2,328 ) 539 7,352 7,891 ( 738 ) 2/25/2022 1996

4350 Fortune Ave NW Concord NC (C) 4,401 53,085 — — 4,401 53,085 57,486 ( 5,839 ) 2/25/2022 2017

34 unchanged sentences

200 Orange Point Drive Lewis Center OH (A) 1,300 8,613 319 — 1,300 8,932 10,232 ( 2,501 ) 1/29/2015 2013

301 Commerce Drive South Point OH (A) 600 4,530 22 — 600 4,552 5,152 ( 1,247 ) 1/29/2015 2013

5300 Centerpoint Parkway Groveport OH (F) 2,700 29,863 364 — 2,700 30,227 32,927 ( 8,253 ) 1/29/2015 2014

Initial Cost to Gross Amount Carried at

7 unchanged sentences

Acquired Date (5)

301 Commerce Drive South Point OH (A) 600 4,530 22 — 600 4,552 5,152 ( 1,124 ) 1/29/2015 2013

5300 Centerpoint Parkway Groveport OH (F) 2,700 29,863 344 — 2,700 30,207 32,907 ( 7,472 ) 1/29/2015 2014

18TH Street Oklahoma City OK (A) 2,401 18,865 — ( 5,675 ) 1,760 13,831 15,591 ( 1,397 ) 2/25/2022 2011

5 unchanged sentences

2820 State Highway 31 McAlester OK (A) 581 2,237 4,582 — 581 6,819 7,400 ( 1,562 ) 1/29/2015 2012

1729 Pennsylvania Avenue Monaca PA (A) 1,200 13,257 47 ( 2,173 ) 1,020 11,311 12,331 ( 1,924 ) 2/25/2022 1977

101 North Campus Drive Imperial PA (C) 3,801 26,700 106 — 3,801 26,806 30,607 ( 2,950 ) 2/25/2022 2015

30 unchanged sentences

246 Glasson Drive Corpus Christi TX (C) — 9,596 — — — 9,596 9,596 ( 1,056 ) 2/25/2022 2011

985 Kershaw Street Ogden UT (A) 2,301 13,994 — ( 1,903 ) 2,032 12,360 14,392 ( 1,248 ) 2/25/2022 2019

1095 South 4800 West Salt Lake City UT (A) 1,500 6,913 20 — 1,500 6,933 8,433 ( 1,900 ) 1/29/2015 2012

8800 Studley Road Mechanicsville VA (C) 1,100 10,813 383 — 1,100 11,196 12,296 ( 2,139 ) 2/25/2022 1988

Initial Cost to Gross Amount Carried at

7 unchanged sentences

Acquired Date (5)

985 Kershaw Street Ogden UT (A) 2,301 13,994 — ( 1,903 ) 2,032 12,360 14,392 ( 892 ) 2/25/2022 2019

1095 South 4800 West Salt Lake City UT (A) 1,500 6,913 20 — 1,500 6,933 8,433 ( 1,725 ) 1/29/2015 2012

8800 Studley Road Mechanicsville VA (C) 1,100 10,813 382 — 1,100 11,195 12,295 ( 1,561 ) 2/25/2022 1988

1935 Blue Hills Drive Roanoke VA (C) 1,300 13,908 39 — 1,300 13,947 15,247 ( 1,794 ) 2/25/2022 2013

8 unchanged sentences

$ 1,128,069 $ 4,048,027 $ 95,248 $ ( 91,385 ) $ 1,112,238 $ 4,067,721 $ 5,179,959 $ ( 648,310 )

(1) Represents mortgages and notes payable, net.

(1) Represents mortgage notes payable, net.

Certain of our properties are encumbered as follows:

Encumbrance Undepreciated Cost

(A) 104 properties encumbered by the ILPT Floating Rate Loan

(A) 101 properties encumbered by one mortgage loan

$ 1,145,101 $ 1,163,201

32 unchanged sentences

Additions 13,431 ( 127,250 )

Disposals ( 7,776 ) 2,826

Impairments ( 6,081 ) —

Balance at December 31, 2025 $ 5,179,959 $ ( 648,310 )

2 unchanged sentences

/s/ Yael Duffy

President and Chief Operating Officer

President and Chief Executive Officer

February 18, 2026

1 unchanged sentence

Signature Title Date

/s/ Yael Duffy President and Chief Operating Officer February 18, 2025

/s/ Yael Duffy Managing Trustee, President and Chief Executive Officer

February 18, 2026

Yael Duffy (principal executive officer)

/s/ Tiffany R.

2 unchanged sentences

Portnoy Managing Trustee February 18, 2026

/s/ Matthew P.

Jordan Managing Trustee February 18, 2025

Independent Trustee February 18, 2026

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-K

Item 9A. Controls and Procedures