What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-29 compared with 2025-10-28 · 121 added, 210 removed, 353 unchanged (48% of the section changed)

3 unchanged sentences

(dollars in thousands, except per share data)

September 30, December 31,

March 31, December 31,

Real estate properties:

5 unchanged sentences

Investment in unconsolidated joint venture 134,436 132,753

Assets of properties held for sale 30,959 —

Acquired real estate leases, net 156,134 164,186

7 unchanged sentences

LIABILITIES AND EQUITY

Mortgages notes payable, net

$ 4,196,825 $ 4,300,537

Liabilities of properties held for sale 102 —

Mortgage notes payable, net $ 4,189,431 $ 4,193,194

Accounts payable and other liabilities 76,255 74,571

10 unchanged sentences

( 162,087 ) ( 152,660 )

Cumulative other comprehensive loss

( 1,281 ) ( 1,065 )

Cumulative other comprehensive gain (loss) 1,596 ( 836 )

Cumulative common distributions ( 379,792 ) ( 376,459 )

8 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Rental income $ 116,419 $ 111,905

3 unchanged sentences

General and administrative 9,464 8,238

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

Total expenses 76,377 74,159

Interest and other income

1,585 3,134 5,577 8,921

Interest income 1,044 1,968

Interest expense

( 61,702 ) ( 69,813 )

Loss on extinguishment of debt

— — ( 5,070 ) —

Loss before income taxes and equity in earnings of unconsolidated joint venture ( 32,636 ) ( 36,535 ) ( 97,243 ) ( 107,918 )

Loss before income taxes and equity in earnings (losses) of unconsolidated joint venture ( 20,616 ) ( 30,099 )

Income tax expense ( 114 ) ( 28 )

Equity in earnings of unconsolidated joint venture 2,236 1,161 5,338 5,232

Equity in earnings (losses) of unconsolidated joint venture 2,871 ( 1,042 )

Net loss ( 17,859 ) ( 31,169 )

Net loss attributable to noncontrolling interests

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

Net loss attributable to common shareholders ( 9,427 ) ( 21,532 )

Other comprehensive loss:

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 )

Other comprehensive income (loss):

Unrealized gain (loss) on derivatives 3,986 ( 802 )

unrealized (gain) loss on derivatives attributable to noncontrolling interests ( 1,554 ) 256

Other comprehensive income (loss) attributable to common shareholders 2,432 ( 546 )

Comprehensive loss attributable to common shareholders $ ( 6,995 ) $ ( 22,078 )

Weighted average common shares outstanding (basic and diluted) 66,178 65,834

Net loss per share attributable to common shareholders

(basic and diluted) $ ( 0.33 ) $ ( 0.38 ) $ ( 0.98 ) $ ( 1.09 )

Net loss per share attributable to common shareholders (basic and diluted) $ ( 0.14 ) $ ( 0.33 )

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

3 unchanged sentences

Cumulative Total Equity

Number of Additional Cumulative Other Cumulative Attributable to

Common Common Paid In Net (Deficit) Comprehensive Common Common

Number of Additional Other Cumulative Attributable to

Common Common Paid In Cumulative Comprehensive Common Common

Noncontrolling Total

Shares Shares Capital Income (Loss) Income Distributions Shareholders

Shares Shares Capital Net Deficit Gain (Loss) Distributions Shareholders

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

2 unchanged sentences

Distributions to common shareholders — — — — — ( 3,333 ) ( 3,333 ) — ( 3,333 )

Other comprehensive loss

— — — — ( 546 ) — ( 546 ) ( 256 ) ( 802 )

Distributions to noncontrolling interest — — — — — — — ( 30 ) ( 30 )

Other comprehensive gain — — — — 2,432 — 2,432 1,554 3,986

Distributions to noncontrolling interests — — — — — — — ( 150 ) ( 150 )

Balance at March 31, 2026 66,666,050 $ 667 $ 1,019,334 $ ( 162,087 ) $ 1,596 $ ( 379,792 ) $ 479,718 $ 403,973 $ 883,691

Net loss — — — ( 21,310 ) — — ( 21,310 ) ( 9,084 ) ( 30,394 )

Share grants, repurchases and forfeitures 192,295 2 847 — — — 849 — 849

Distributions to common shareholders — — — — — ( 662 ) ( 662 ) — ( 662 )

Other comprehensive loss — — — — 712 — 712 346 1,058

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

4 unchanged sentences

— — — — ( 546 ) — ( 546 ) ( 256 ) ( 802 )

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

Distributions to noncontrolling interests — — — — — — — ( 30 ) ( 30 )

Balance at March 31, 2025 66,143,704 $ 661 $ 1,017,627 $ ( 108,005 ) $ ( 1,611 ) $ ( 369,147 ) $ 539,525 $ 437,388 $ 976,913

Net loss — — — ( 23,175 ) — — ( 23,175 ) ( 10,304 ) ( 33,479 )

Share grants, repurchases and forfeitures 160,979 2 913 — — — 915 — 915

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

Other comprehensive (loss) income — — — — ( 1,978 ) — ( 1,978 ) 468 ( 1,510 )

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)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Amortization of interest rate caps

26,194 31,726

Net amortization of debt issuance costs, premiums and discounts 1,176 376

2 unchanged sentences

Straight line rental income ( 2,665 ) ( 3,287 )

Loss on impairment of real estate 6,081 —

Loss on extinguishment of debt

Proceeds from settlement of interest rate caps ( 2,117 ) ( 9,674 )

1 unchanged sentence

Distributions of earnings from unconsolidated joint venture 1,188 990

Equity in earnings of unconsolidated joint venture

( 5,338 ) ( 5,232 )

Equity in (earnings) losses of unconsolidated joint venture ( 2,871 ) 1,042

Change in assets and liabilities:

10 unchanged sentences

Proceeds from settlement of interest rate caps 2,117 9,674

Net cash (used in) provided by investing activities

( 1,356 ) 20,048

Net cash used in investing activities ( 4,695 ) ( 11,689 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of mortgage notes payable 1,160,000 —

Repayment of ILPT Floating Rate Loan and related costs

( 1,240,070 ) —

Repayment of mortgage notes payable

3 unchanged sentences

Repurchase of common shares ( 16 ) ( 2 )

Distributions to noncontrolling interest ( 60 ) ( 326 )

Distributions to noncontrolling interests ( 150 ) ( 30 )

Net cash used in financing activities

( 8,438 ) ( 5,460 )

(Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents

( 64,776 ) 19,208

Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 2,759 ( 5,778 )

Cash and cash equivalents and restricted cash and cash equivalents at beginning of period 183,031 242,480

2 unchanged sentences

Interest paid $ 57,174 $ 59,523

Income taxes received $ — $ 80

Income taxes paid $ — $ —

NON-CASH INVESTING ACTIVITIES:

2 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 September 30,

As of March 31,

Cash and cash equivalents $ 99,500 $ 107,951

27 unchanged sentences

Real Estate Investments

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 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.

As of March 31, 2026, our portfolio was comprised of 409 properties containing approximately 59,604,000 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 183 properties containing approximately 42,875,000 rentable square feet that were industrial and logistics properties located in 38 other states, or our Mainland Properties, 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 March 31, 2026, we also owned a 22 % equity interest in The Industrial Fund REIT LLC, or the unconsolidated joint venture.

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 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

During the three months ended March 31, 2026 and 2025, amounts capitalized at certain of our properties for tenant improvements, leasing costs and building improvements were as follows:

Three Months Ended March 31,

Tenant improvements (1)

$ 1,019 $ 433 $ 3,415 $ 1,019

Leasing costs (1)

1,374 2,695 4,896 5,006

Building improvements (2)

4,344 2,509 7,536 5,817

Total capital expenditures

2 unchanged sentences

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

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

During the three months ended March 31, 2026 and 2025, net loss attributable to noncontrolling interests in our condensed consolidated financial statements was as follows:

Three Months Ended March 31,

Consolidated joint venture $ 8,475 $ 9,672

7 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 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)

The tenancy in common made cash distributions to the unrelated third party investor of $ 150 and $ 30 during three months ended March 31, 2026 and 2025, respectively.

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 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 (losses) of unconsolidated joint venture in our condensed consolidated financial statements.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

We are a lessor of industrial and logistics properties.

4 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 $ 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.

Such payments totaled $ 22,284 and $ 19,857 for the three months ended March 31, 2026 and 2025, respectively.

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

1 unchanged sentence

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 in an acquisition.

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 recognize right of use assets and lease liabilities.

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.

The values of our right of use assets and related lease liabilities were $ 3,606 and $ 3,700 , respectively, as of March 31, 2026, and $ 3,726 and $ 3,821 , respectively, as of December 31, 2025.

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

Our Hawaii Properties represented 28.0 % and 27.7 % of our annualized rental revenues as of March 31, 2026 and 2025, respectively.

Tenant Concentration

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

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.

and its subsidiaries, or Amazon, represented 27.7 % and 7.6 % of our annualized rental revenues as of March 31, 2026, respectively, and 28.7 % and 6.7 % as of March 31, 2025, respectively.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

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

Our outstanding indebtedness as of March 31, 2026 and December 31, 2025 is summarized below:

Properties Principal Interest Carrying Value

1 unchanged sentence

Type Maturity of Collateral

As of September 30, 2025

As of March 31, 2026

ILPT 186 $ 650,000 4.31 % Fixed 02/07/2029 $ 490,710

1 unchanged sentence

17 700,000 4.42 % Fixed 03/09/2032 477,624

Mountain JV (2)

82 1,400,000 6.06 % Floating 03/09/2027 1,735,253

Mountain JV 4 91,000 6.25 % Fixed 06/10/2030 172,627

Mountain JV 1 8,967 3.67 % Fixed 05/01/2031 28,634

Mountain JV 1 10,641 4.14 % Fixed 07/01/2032 41,292

Mountain JV 1 24,318 4.02 % Fixed 10/01/2033 80,681

Mountain JV 1 34,091 4.13 % Fixed 11/01/2033 126,617

Mountain JV 1 21,252 3.10 % Fixed 06/01/2035 44,095

Mountain JV 1 34,534 2.95 % Fixed 01/01/2036 94,230

Mountain JV 1 39,656 4.27 % Fixed 11/01/2037 105,277

Mountain JV 1 44,340 3.25 % Fixed 01/01/2038 108,000

Mountain JV (2)

1 8,248 3.67 % Fixed 05/01/2031 28,320

Mountain JV (2)

1 9,960 4.14 % Fixed 07/01/2032 40,658

Mountain JV (2)

1 23,032 4.02 % Fixed 10/01/2033 79,506

Mountain JV (2)

1 32,318 4.13 % Fixed 11/01/2033 125,723

Mountain JV (2)

1 20,311 3.10 % Fixed 06/01/2035 43,538

Mountain JV (2)

1 33,094 2.95 % Fixed 01/01/2036 92,836

Mountain JV (2)

1 38,399 4.27 % Fixed 11/01/2037 103,672

Mountain JV (2)

1 42,867 3.25 % Fixed 01/01/2038 106,433

Total / weighted average 4,209,229 5.50 % $ 4,465,650

2 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

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

12 unchanged sentences

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

(2) In April 2026, our consolidated joint venture priced a $ 1,620,000 five year, fixed rate, interest only mortgage loan at 5.71 %.

This mortgage loan is expected to close on or about May 8, 2026 and our consolidated joint venture expects to use the net proceeds to repay these loans in full.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

5 unchanged sentences

We used the net proceeds from our $ 1,160,000 mortgage loan and cash on hand to repay in full our $ 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 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 %.

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

Our consolidated joint venture’s $ 1,400,000 loan, or the Mountain Floating Rate Loan, is secured by 82 properties, matures in March 2027 and requires that interest be paid at an annual rate of secured overnight financing rate, or SOFR, plus a weighted average premium of 2.77 %.

In March 2026, our consolidated joint venture exercised the third 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 $ 3,720 with a SOFR strike rate equal to 3.29 %, which replaced the previous interest rate cap with a SOFR strike rate equal to 3.10 %.

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 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

In April 2026, our consolidated joint venture priced a $ 1,620,000 five year, fixed rate, interest only mortgage loan to be secured by 90 of its properties.

This mortgage loan is expected to close on or about May 8, 2026 and our consolidated joint venture expects to use the net proceeds from this mortgage loan to repay in full the Mountain Floating Rate Loan and $ 204,999 of its amortizing fixed rate debt secured by eight properties.

The weighted average interest rates under our floating rate loans for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

ILPT Floating Rate Loan (1)

— % 6.18 % 6.71 % 6.18 %

Mountain Floating Rate Loan (2)

4 unchanged sentences

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 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 September 30, 2025 are as follows:

As of March 31, 2026, 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 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 March 31, 2026 are as follows:

2026 $ 14,692

2027 1,420,224

2030 1,273,597

Thereafter 807,949

4 unchanged sentences

Fair Value of Assets and Liabilities

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

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 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.

As of March 31, 2026 and December 31, 2025, 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 $ 2,789,555 and $ 2,793,219 as of March 31, 2026 and December 31, 2025, respectively, and a fair value of $ 2,762,661 and $ 2,784,286 as of March 31, 2026 and December 31, 2025, 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 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:

The table below presents certain of our assets measured on a recurring basis at fair value as of March 31, 2026 and December 31, 2025, 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 September 30, 2025

As of March 31, 2026

Interest rate cap $ 6,093 $ — $ 6,093 $ —

Investment in unconsolidated joint venture $ 134,436 $ — $ — $ 134,436

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

Nonrecurring:

Real estate properties (1)

$ 3,790 $ — $ — $ 3,790

As of December 31, 2025

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

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

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

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 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 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 September 30, 2025

As of March 31, 2026

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

5 unchanged sentences

10 - 11 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 September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Beginning balance $ 132,753 $ 116,732

Equity in earnings of unconsolidated joint venture

2,236 1,161 5,338 5,232

Equity in earnings (losses) of unconsolidated joint venture 2,871 ( 1,042 )

Distributions from unconsolidated joint venture ( 1,188 ) ( 990 )

2 unchanged sentences

Common Share Awards

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.

On March 18, 2026, in accordance with our Trustee compensation arrangements, we awarded 15,625 of our common shares in connection with the election of one of our Trustees, valued at $ 6.08 per share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day .

Common Share Purchases

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.

During the three months ended March 31, 2026, we purchased an aggregate of 2,704 of our common shares, valued at $ 6.08 per share, from certain former employees of The RMR Group LLC, or 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 value based upon the trading price of our common shares at the close of trading on Nasdaq on the purchase date.

Distributions

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

During the three months ended March 31, 2026, we declared and paid a regular quarterly distribution to common shareholders as follows:

Distribution Total

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January 15, 2026 January 26, 2026 February 19, 2026 $ 0.05 $ 3,333

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

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.

On April 9, 2026, we declared a regular quarterly distribution to common shareholders of record on April 21, 2026 of $ 0.05 per share, or approximately $ 3,333 .

We expect to pay this distribution on or about May 14, 2026 using cash on hand.

Business and Property Management Agreements with RMR

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Business Management Agreement.

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.

Pursuant to our business management agreement and in accordance with GAAP, we accrued estimated incentive management fees during the three months ended March 31, 2026.

The actual amount of incentive management fees incurred for 2026, 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, 2026, and will be payable to RMR in January 2027.

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

We incurred an incentive management fee of $ 5,679 for the year ended December 31, 2025.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Property Management Agreement.

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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 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

September 30,

2025 2024 2025 2024

For the three months ended March 31, 2026 and 2025, 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 March 31,

Financial Statement Line Item 2026 2025

Pursuant to business management agreement:

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General and administrative expenses $ 5,792 ` $ 5,735

$ 5,927 $ 5,938 $ 17,416 $ 17,577

Incentive management fees

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Other operating expenses $ 3,349 $ 3,267

$ 3,250 $ 3,202 $ 9,755 $ 9,648

Construction supervision fees

Buildings and improvements (1)

233 115 350 303

Total $ 3,430 $ 3,297

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Other operating expenses 1,534 1,570

1,506 1,774 4,812 4,943

Total $ 1,578 $ 1,620

(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.

Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and provide Citibank 30 days to cure the default on RMR’s behalf.

The consent was approved by our Independent Trustees.

Management Agreements Between Our Joint Ventures and RMR.

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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

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RMR is a majority owned subsidiary of RMR Inc.

The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc.

and an officer and employee of RMR.

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

The Chair of our Board of Trustees and one of our Managing Trustees, Adam D.

Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc.

and an officer and employee of RMR.

Yael Duffy, our other Managing Trustee 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.

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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 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.

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 .

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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.

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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.

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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 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:

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 March 31, 2026 and December 31, 2025:

Sheet Underlying Maturity Strike Notional Fair Value at

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

Other assets, net

ILPT Floating Rate Loan

10/15/2025 2.78 % $ 1,235,000 $ 661 $ 13,302

Line Item Instrument Date Rate Amount March 31, 2026 December 31, 2025

Other assets, net

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Total $ 6,093 $ 1,629

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

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

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

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

Three Months Ended March 31,

Amount of gain (loss) recognized on derivatives in other comprehensive income (loss) $ 2,682 $ ( 1,759 )

Amount of loss reclassified from cumulative other comprehensive income (loss) into interest expense $ ( 1,304 ) $ ( 957 )

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

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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 condensed consolidated statements of comprehensive income (loss).

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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