What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-29 · 139 added, 119 removed, 355 unchanged (42% of the section changed)

3 unchanged sentences

(dollars in thousands, except per share data)

March 31, December 31,

June 30, December 31,

Real estate properties:

27 unchanged sentences

( 176,550 ) ( 152,660 )

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

Cumulative other comprehensive loss — ( 836 )

Cumulative common distributions ( 383,125 ) ( 376,459 )

8 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Rental income $ 114,123 $ 112,097 $ 230,542 $ 224,002

4 unchanged sentences

Total expenses 78,291 75,645 154,668 149,804

Interest income 1,044 1,968

Interest and other income 3,379 2,024 4,423 3,992

Interest expense

( 61,112 ) ( 67,914 ) ( 122,814 ) ( 137,727 )

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

Loss on extinguishment of debt ( 3,830 ) ( 5,070 ) ( 3,830 ) ( 5,070 )

Loss before income taxes and equity in earnings of unconsolidated joint venture ( 25,731 ) ( 34,508 ) ( 46,347 ) ( 64,607 )

Income tax expense ( 59 ) ( 30 ) ( 173 ) ( 58 )

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

Equity in earnings of unconsolidated joint venture 2,702 4,144 5,573 3,102

Net loss ( 23,088 ) ( 30,394 ) ( 40,947 ) ( 61,563 )

Net loss attributable to noncontrolling interests

8,625 9,084 17,057 18,721

Net loss attributable to common shareholders ( 14,463 ) ( 21,310 ) ( 23,890 ) ( 42,842 )

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 )

Other comprehensive (loss) income:

(Loss) gain on derivatives ( 2,616 ) 1,058 1,370 256

loss (gain) on derivatives attributable to noncontrolling interests 1,020 ( 346 ) ( 534 ) ( 90 )

Other comprehensive (loss) income attributable to common shareholders ( 1,596 ) 712 836 166

Comprehensive loss attributable to common shareholders $ ( 16,059 ) $ ( 20,598 ) $ ( 23,054 ) $ ( 42,676 )

17 unchanged sentences

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 — — — ( 14,463 ) — — ( 14,463 ) ( 8,625 ) ( 23,088 )

Share grants, repurchases and forfeitures 96,181 1 1,333 — — — 1,334 — 1,334

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

Other comprehensive loss — — — — ( 1,596 ) — ( 1,596 ) ( 1,020 ) ( 2,616 )

Distributions to noncontrolling interests — — — — — — — ( 14,820 ) ( 14,820 )

Balance at June 30, 2026 66,762,231 $ 668 $ 1,020,667 $ ( 176,550 ) $ — $ ( 383,125 ) $ 461,660 $0 $ 379,508 $0 $ 841,168

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

6 unchanged sentences

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 — — — ( 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

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

2 unchanged sentences

(dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Amortization of interest rate caps

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

Amortization of debt issuance costs, premiums and discounts 2,974 750

Amortization of acquired real estate leases and assumed real estate lease obligations 14,424 16,199

1 unchanged sentence

Straight line rental income ( 5,091 ) ( 5,670 )

Loss on extinguishment of debt 3,830 5,070

Proceeds from settlement of interest rate caps ( 2,932 ) ( 18,841 )

1 unchanged sentence

Distributions of earnings from unconsolidated joint venture 2,376 1,980

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

Equity in earnings of unconsolidated joint venture ( 5,573 ) ( 3,102 )

Change in assets and liabilities:

10 unchanged sentences

Proceeds from settlement of interest rate caps 2,932 18,841

Proceeds from sale of interest rate cap 4,912 —

Net cash used in investing activities ( 1,209 ) ( 5,767 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of mortgage notes payable 1,620,000 1,160,000

Repayment of mortgage notes payable

6 unchanged sentences

( 37,936 ) ( 107,428 )

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

Decrease in cash and cash equivalents and restricted cash and cash equivalents ( 1,218 ) ( 83,415 )

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

7 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 March 31,

As of June 30,

Cash and cash equivalents $ 135,326 $ 58,559

14 unchanged sentences

However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2025, or our 2025 Annual Report.

Certain prior period amounts have been reclassified to conform to current period presentation.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included.

6 unchanged sentences

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

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

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

These details must be presented in a tabular format in the notes to condensed consolidated financial statements for both interim and annual reporting periods.

2 unchanged sentences

Real Estate Investments

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.

As of June 30, 2026, our portfolio was comprised of 409 properties containing approximately 59,609,000 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 42,880,000 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 June 30, 2026, we also owned a 22 % equity interest in The Industrial Fund REIT LLC, or the unconsolidated joint venture.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

2 unchanged sentences

Capital Expenditures

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,

During the three and six months ended June 30, 2026 and 2025, amounts capitalized at certain of our properties for tenant improvements, leasing costs and building improvements were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Tenant improvements (1)

$ 521 $ 2,393 $ 683 $ 2,396

Leasing costs (1)

10,322 300 11,224 3,522

Building improvements (2)

3,391 2,458 4,845 3,192

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 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,

During the three and six months ended June 30, 2026 and 2025, net loss attributable to noncontrolling interests in our condensed consolidated financial statements was as follows:

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Consolidated joint venture $ 8,650 $ 9,067 $ 17,125 $ 18,739

5 unchanged sentences

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

Our consolidated joint venture made cash distributions of $ 38,000 during the three and six months ended June 30, 2026, of which $ 14,820 was distributed to the unrelated third party investor.

The remaining $ 23,180 distributed to us was reclassified from restricted cash and cash equivalents to cash and cash equivalents in our condensed consolidated balance sheets.

Our consolidated joint venture did not make any cash distributions to the unrelated third party investor or us during the three or six months ended June 30, 2025.

Consolidated Tenancy in Common

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 $ 150 and $ 30 during three months ended March 31, 2026 and 2025, respectively.

The tenancy in common did not make any cash distributions to the unrelated third party investor during the three months ended June 30, 2026 and 2025 and made cash distributions of $ 150 and $ 30 during the six months ended June 30, 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 (losses) 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 of unconsolidated joint venture in our condensed consolidated statements of comprehensive income (loss).

INDUSTRIAL LOGISTICS PROPERTIES TRUST

7 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 $ 22,284 and $ 19,857 for the three months ended March 31, 2026 and 2025, respectively.

Such payments totaled $ 21,319 and $ 20,072 for the three months ended June 30, 2026 and 2025, respectively, and $ 43,603 and $ 39,929 for the six months ended June 30, 2026 and 2025, respectively.

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

3 unchanged sentences

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

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

The values of our right of use assets and related lease liabilities were $ 3,485 and $ 3,578 , respectively, as of June 30, 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 28.0 % and 27.7 % of our annualized rental revenues as of March 31, 2026 and 2025, respectively.

Our Hawaii Properties represented 28.8 % and 27.7 % of our annualized rental revenues as of June 30, 2026 and 2025, respectively.

Tenant Concentration

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

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.

and its subsidiaries, or Amazon, represented 27.8 % and 7.4 % of our annualized rental revenues as of June 30, 2026, respectively, and 28.8 % and 6.7 % as of June 30, 2025, respectively.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

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

Our outstanding indebtedness as of June 30, 2026 and December 31, 2025 is summarized below:

Properties Principal Interest Carrying Value

1 unchanged sentence

Type Maturity of Collateral

As of March 31, 2026

As of June 30, 2026

ILPT 186 $ 650,000 4.31 % Fixed 02/07/2029 $ 492,224

1 unchanged sentence

17 700,000 4.42 % Fixed 03/09/2032 473,773

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 171,261

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

Mountain JV 90 1,620,000 5.71 % Fixed 05/11/2031 2,338,231

Total / weighted average 4,221,000 5.48 % $ 4,425,754

19 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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

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

2 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.

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.

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,

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

In May 2026, our consolidated joint venture obtained a $ 1,620,000 fixed rate, interest only mortgage loan secured by 90 of its properties.

This mortgage loan matures in May 2031 and requires that interest be paid at an annual rate of 5.71 %.

Subject to a 24 month prepayment lockout period and the satisfaction of certain other conditions, our consolidated joint venture has the option to prepay its $ 1,620,000 mortgage loan in full or in part with a premium prior to November 2030 and at par with no premium beginning from November 2030.

Our consolidated joint venture used the proceeds from this mortgage loan to repay in f ull its $ 1,400,000 loan, or the Mountain Floating Rate Loan, and $ 204,999 of its amortizing fixed rate debt.

The Mountain Floating Rate Loan was secured by 82 properties, was scheduled to mature in March 2027 and required that interest be paid at an annual rate of secured overnight financing rate, or SOFR, plus a weighted average premium of 2.77 %.

The amortizing fixed rate debt repaid was secured by eight properties with a weighted average interest rate of 3.66 %.

In connection with the repayment of the Mountain Floating Rate Loan and $ 204,999 of amortizing fixed rate debt, we recognized a $ 3,830 loss on extinguishment of debt.

The weighted average interest rates under our floating rate loans for the three and six months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

ILPT Floating Rate Loan (1)

— % 6.71 % — % 6.71 %

Mountain Floating Rate Loan (2)

1 unchanged sentence

(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 3.29 % which replaced the previous strike rate equal to 3.10 % in March 2026.

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

(2) In May 2026, our consolidated joint venture repaid in full the Mountain Floating Rate Loan using proceeds from its $ 1,620,000 mortgage loan.

Reflects the impact of interest rate caps which, prior to the repayment, had a SOFR strike rate equal to 3.29 % that replaced the previous strike rate equal to 3.10 % in March 2026.

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 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

As of June 30, 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 former interest rate caps.

The required principal payments due during the next five years and thereafter under all our outstanding debt as of June 30, 2026 are as follows:

2030 1,251,000

1 unchanged sentence

Total $ 4,221,000

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Fair Value of Assets and Liabilities

1 unchanged sentence

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

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.

As of June 30, 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.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Our fixed rate mortgage notes payable had an aggregate carrying value of $ 4,183,749 and $ 2,793,219 as of June 30, 2026 and December 31, 2025, respectively, and a fair value of $ 4,168,551 and $ 2,784,286 as of June 30, 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 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:

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

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

As of June 30, 2026

Investment in unconsolidated joint venture $ 135,950 $ — $ — $ 135,950

3 unchanged sentences

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.

In May 2026, our consolidated joint venture sold its interest rate cap.

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.

3 unchanged sentences

Technique Rates Rates Periods

As of March 31, 2026

As of June 30, 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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Beginning balance $ 134,436 $ 114,700 $ 132,753 $ 116,732

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

Equity in earnings of unconsolidated joint venture 2,702 4,144 5,573 3,102

Distributions from unconsolidated joint venture ( 1,188 ) ( 990 ) ( 2,376 ) ( 1,980 )

Ending balance $ 135,950 $ 117,854 $ 135,950 $ 117,854

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Shareholders’ Equity

1 unchanged sentence

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 .

On June 9, 2026, in accordance with our Trustee compensation arrangements, we awarded to each of our eight Trustees 12,514 of our common shares, valued at $ 8.79 per share, the closing price of our common shares on Nasdaq on that day .

Common Share Purchases

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.

During the three and six months ended June 30, 2026, we purchased an aggregate of 3,931 and 6,635 of our common shares, respectively, valued at a weighted average share price of $ 8.30 and $ 7.39 , respectively, from one of our Trustees and 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 values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates.

Distributions

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

During the six months ended June 30, 2026, we declared and paid regular quarterly distributions to common shareholders as follows:

Distribution Total

1 unchanged sentence

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

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.

April 9, 2026 April 21, 2026 May 14, 2026 0.05 3,333

$ 0.10 $ 6,666

On July 9, 2026, we declared a regular quarterly distribution to common shareholders of record on July 20, 2026 of $ 0.10 per share, or approximately $ 6,675 .

We expect to pay this distribution on or about August 13, 2026 using cash on hand.

Business and Property Management Agreements with RMR

5 unchanged sentences

Business Management Agreement.

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

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

2 unchanged sentences

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

For the three 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,

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

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

Six Months Ended June 30,

Financial Statement Line Item 2026 2025 2026 2025

10 unchanged sentences

Buildings and improvements (1)

159 87 240 117

Total $ 3,530 $ 3,325 $ 6,960 $ 6,622

13 unchanged sentences

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

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Related Person Transactions

5 unchanged sentences

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.

and the 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.

Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services.

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

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

Other officers of RMR, including Ms.

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RMR provides management services to each of these joint ventures.

See Note 3 for further information regarding our joint ventures.

See Notes 3 and 5 for further information regarding our joint ventures , including our consolidated joint venture ’s debt.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

For further information about these and other such relationships and certain other related person transactions, see our 2025 Annual Report.

1 unchanged sentence

We are exposed to certain risks relating to our ongoing business operations, including the impact of changes in interest rates.

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

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.

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

As required under prior loan agreements, we had interest rate cap agreements to manage our interest rate risk exposure on the Mountain Floating Rate Loan and other loans, with interest payable at a rate equal to SOFR plus a premium.

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.

To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we or our related parties may also have other financial relationships.

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

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.

To mitigate this risk, we have only entered into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we or our related parties may also have other financial relationships.

None of our counterparties has failed to meet their obligations.

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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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.

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:

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

On May 8, 2026, our consolidated joint venture obtained a $ 1,620,000 fixed rate mortgage loan and used the proceeds from such loan to repay in full the Mountain Floating Rate Loan and $ 204,999 of its amortizing fixed rate debt.

In connection with the repayment of the Mountain Floating Rate Loan, we discontinued hedge accounting for the related derivative instrument, which had previously been designated as a cash flow hedge of variable interest payments on the Mountain Floating Rate Loan, and we reclassified $ 1,881 from cumulative other comprehensive loss to interest and other income.

On May 11, 2026, our consolidated joint venture sold its interest rate cap for proceeds of $ 4,912 .

The following table summarizes the terms of our outstanding interest rate cap agreements as of June 30, 2026 and December 31, 2025:

Sheet Underlying Maturity Strike Notional Fair Value at

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

Line Item Instrument Date Rate Amount June 30, 2026 December 31, 2025

Other assets, net

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03/15/2026 3.10 % $ 1,400,000 $ — $ 1,629

Other assets, net

Mountain Floating Rate Loan 03/15/2027 3.29 % $ 1,400,000 6,093 —

Total $ 6,093 $ 1,629

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)

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

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

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.

Amount of (loss) gain recognized on derivatives in other comprehensive (loss) income $ ( 559 ) $ 2,673 $ 2,123 $ 914

Amount of gain reclassified from cumulative other comprehensive loss into interest expense $ 2,057 $ 1,615 $ 753 $ 658

Total amount of interest expense presented in the condensed consolidated statements of comprehensive income $ ( 61,112 ) $ ( 67,914 ) $ ( 122,814 ) $ ( 137,727 )

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

INDUSTRIAL LOGISTICS PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Segment Reporting

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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