What changed in this filing

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Item 1. Financial Statements

2025-10-27 compared with 2025-07-23 · 319 added, 280 removed, 613 unchanged (49% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Real estate, at cost:

22 unchanged sentences

Common stock, $ 0.01 par value, 400,000,000 shares authorized;

83,465,051 and 81,602,232 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

83,479,176 and 81,602,232 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,540,070 1,507,995

8 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

12 unchanged sentences

Interest expense, net ( 12,636 ) ( 7,965 ) ( 36,734 ) ( 21,749 )

Gain on sales of real estate, net 3,533 8 5,608 1,006

Gain (loss) on sales of real estate, net 1,122 ( 132 ) 6,730 874

Loss on debt extinguishment — — ( 46 ) —

12 unchanged sentences

Diluted 85,641,948 77,610,680 83,429,550 74,822,286

Other comprehensive (loss) income:

Other comprehensive loss:

Net income (loss) $ 621 $ ( 5,322 ) $ 5,610 $ ( 6,576 )

Change in value of derivatives, net ( 1,404 ) ( 20,164 ) ( 16,912 ) ( 11,456 )

Total comprehensive (loss) income $ ( 2,355 ) $ ( 2,726 ) $ ( 10,519 ) $ 7,454

Comprehensive (loss) income attributable to noncontrolling interests ( 12 ) ( 15 ) ( 54 ) 43

Comprehensive (loss) income attributable to common stockholders $ ( 2,343 ) $ ( 2,711 ) $ ( 10,465 ) $ 7,411

Total comprehensive loss $ ( 783 ) $ ( 25,486 ) $ ( 11,302 ) $ ( 18,032 )

Comprehensive loss attributable to noncontrolling interests ( 4 ) ( 138 ) ( 58 ) ( 95 )

Comprehensive loss attributable to common stockholders $ ( 779 ) $ ( 25,348 ) $ ( 11,244 ) $ ( 17,937 )

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

23 unchanged sentences

Balance at June 30, 2025 83,465,051 $ 835 $ 1,538,592 $ ( 217,589 ) $ ( 5,222 ) $ 1,316,616 $ 6,929 $ 1,323,545

OP Units converted to common stock 5,694 — 92 — — 92 ( 92 ) —

Dividends and distributions declared on common stock and OP Units — — — ( 17,947 ) — ( 17,947 ) ( 91 ) ( 18,038 )

Dividends declared on restricted stock, net — — — ( 179 ) — ( 179 ) — ( 179 )

Vesting of restricted stock units 13,678 — — — — — — —

Repurchase of common stock for tax withholding obligations ( 5,247 ) — ( 98 ) — — ( 98 ) — ( 98 )

Stock-based compensation, net — — 1,484 — — 1,484 — 1,484

Other comprehensive loss — — — — ( 1,397 ) ( 1,397 ) ( 7 ) ( 1,404 )

Net income — — — 618 — 618 3 621

Balance at September 30, 2025 83,479,176 $ 835 $ 1,540,070 $ ( 235,097 ) $ ( 6,619 ) $ 1,299,189 $ 6,742 $ 1,305,931

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

4 unchanged sentences

Shares Par Value Additional

Paid-in Capital Distributions in Excess of Retained Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interests Total Equity

Paid-in Capital Distributions in Excess of Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests Total Equity

Balance at December 31, 2023 73,207,080 $ 732 $ 1,367,505 $ ( 112,276 ) $ 8,943 $ 1,264,904 $ 8,528 $ 1,273,432

18 unchanged sentences

Balance at June 30, 2024 77,377,679 $ 773 $ 1,435,577 $ ( 143,734 ) $ 17,600 $ 1,310,216 $ 7,646 $ 1,317,862

Issuance of common stock in public offerings, net of issuance costs 4,183,711 43 70,109 — — 70,152 — 70,152

OP Units converted to common stock 12,102 — 204 — — 204 ( 204 ) —

Dividends and distributions declared on common stock and OP Units — — — ( 16,251 ) — ( 16,251 ) ( 92 ) ( 16,343 )

Dividends declared on restricted stock, net — — — ( 141 ) — ( 141 ) — ( 141 )

Vesting of restricted stock units 16,455 — — — — — — —

Repurchase of common stock for tax withholding obligations ( 6,030 ) — ( 96 ) — — ( 96 ) — ( 96 )

Stock-based compensation, net — — 1,376 — — 1,376 — 1,376

Other comprehensive loss — — — — ( 20,053 ) ( 20,053 ) ( 111 ) ( 20,164 )

Net loss — — — ( 5,295 ) — ( 5,295 ) ( 27 ) ( 5,322 )

Balance at September 30, 2024 81,583,917 $ 816 $ 1,507,170 $ ( 165,421 ) $ ( 2,453 ) $ 1,340,112 $ 7,212 $ 1,347,324

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

3 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

10 unchanged sentences

Loss on debt extinguishment 46 —

Loss on involuntary conversion of building and improvements — 905

(Gain) loss on involuntary conversion of building and improvements ( 45 ) 644

Changes in assets and liabilities, net of assets acquired and liabilities assumed:

7 unchanged sentences

Investment in mortgage loans receivable ( 26,726 ) ( 26,205 )

Principal collections on mortgage loans receivable 12,112 2,338

Earnest money deposits ( 382 ) ( 7,925 )

1 unchanged sentence

Proceeds from sale of real estate 121,719 42,845

Principal collections on mortgage loans receivable 24,655 11,258

Proceeds from sale of mortgage loans receivable 10,480 —

Proceeds from the settlement of property-related insurance claims 45 261

Net cash used in investing activities ( 239,508 ) ( 319,379 )

18 unchanged sentences

Cash paid for interest, net of amounts capitalized $ 31,894 $ 22,778

Cash received for income taxes, net $ ( 3 ) $ ( 8 )

Cash (received) paid for income taxes, net $ ( 3 ) $ 27

Supplemental disclosures of non-cash investing and financing activities:

4 unchanged sentences

Increase in mortgage loan receivable in exchange for disposition of real estate $ 8,450 $ 12,714

Assumption of tenant allowances, other liabilities, and settlement of receivables in acquisitions of real estate $ 3,068 $ 1,007

Accrued capital expenditures and real estate development and improvement costs $ 2,025 $ 3,963

14 unchanged sentences

The Company also invests in property developments and mortgage loans secured by real estate.

As of June 30, 2025, the Company owned or had investments in 707 properties located in 45 states.

As of September 30, 2025, the Company owned or had investments in 723 properties located in 45 states.

Note 2 – Summary of Significant Accounting Policies

9 unchanged sentences

In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included.

The results of operations for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results for the full year.

The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results for the full year.

Use of Estimates

5 unchanged sentences

Actual results could differ from those estimates.

Impairment of Long-Lived Assets

Provisions for Impairment

Long-Lived Assets

Fair value measurement of an asset group occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset is no longer recoverable.

3 unchanged sentences

The Company estimates fair value using data such as operating income, estimated capitalization rates or multiples, leasing prospects, local market information, and discount rates, and with regard to assets held for sale, based on the estimated or negotiated selling price, less estimated costs of disposal.

Based on these unobservable inputs, the Company determined that its valuations of impaired real estate and intangible assets fall within Level 2 and Level 3 of the fair value hierarchy under ASC Topic 820.

The following table summarizes the provision for impairment during the periods indicated below (dollars in thousands):

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

2025 2024 2025 2024

Total provision for impairment $ 4,422 $ 3,836 $ 8,038 $ 7,498

Number of properties:

Classified as held for sale 7 9 11 10

Disposed within the period 2 1 9 7

Classified as held for investment — 2 1 6

(1) Includes the number of properties that were either (i) impaired during the respective period and remained as held for sale as of period-end, (ii) impaired and disposed of during the respective period, or (iii) impaired during the respective period and remained as held for investment at period-end.

Based on these unobservable inputs, the Company determined that its valuations of impaired real estate and intangible assets fall within Level 3 of the fair value hierarchy under Accounting Standards Codification (“ASC”) Topic 820.

The Company recorded provisions for impairment on long-lived assets of $ 4.1 million and $ 9.8 million during the three months ended September 30, 2025 and 2024, respectively, and $ 12.2 million and $ 17.3 million during the nine months ended September 30, 2025 and 2024, respectively.

Mortgage Loans Receivable, Net

The Company classifies mortgage loans receivable as held for sale when it has made the decision to sell a loan.

The Company records provisions for impairment on mortgage loans receivable when classified as held for sale if the amortized cost basis exceeds fair value.

Fair value is determined based on Level 3 inputs within the fair value hierarchy under ASC 820, which includes the expected selling price of the loan, current market conditions, investor yield requirements, and other relevant factors.

The Company recorded non-credit related provisions for impairment of $ 1.4 million on three mortgage loans receivable that were disposed of at a discount during the three and nine months ended September 30, 2025.

No provisions for impairment on mortgage loans receivable were recorded during the three and nine months ended September 30, 2024.

Cash, Cash Equivalents, and Restricted Cash

2 unchanged sentences

Restricted cash is included in cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets.

The Company had $ 16.7 million of restricted cash as of June 30, 2025, and $ 7.9 million of restricted cash as of December 31, 2024.

The Company’s bank balances as of June 30, 2025 and December 31, 2024 included certain amounts over the Federal Deposit Insurance Corporation limits.

Fair Value Measurement

The Company had no restricted cash as of September 30, 2025 and $ 7.9 million of restricted cash as of December 31, 2024.

The Company’s bank balances as of September 30, 2025 and December 31, 2024 included certain amounts over the Federal Deposit Insurance Corporation limits.

Fair Value Measurements

The Company estimates fair value of financial and nonfinancial assets and liabilities based on the framework established in the fair value accounting guidance, ASC Topic 820, Fair Value Measurement.

Fair value measurements are utilized in the accounting of the Company’s assets acquired and liabilities assumed in an asset acquisition and also affect the Company’s accounting for certain of its financial assets and liabilities.

3 unchanged sentences

The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 inputs, such as quoted prices in an active market;

Level 2 inputs, which are observable inputs for similar assets;

or Level 3 inputs, which are unobservable inputs.

The Company uses the following inputs in its fair value measurements:

– Level 2 and Level 3 inputs for its debt and derivative financial instrument fair value disclosures.

See “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments,” respectively;

– Level 2 and Level 3 inputs when assessing the fair value of assets and liabilities in connection with real estate acquisitions and impairment.

See “Note 4 – Real Estate Investments.”

Additionally, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair value.

The fair values of financial instruments are estimates based on market conditions and perceived risks as of June 30, 2025 and December 31, 2024.

These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.

The fair value of the Company’s cash, cash equivalents, and restricted cash (including money market accounts), other assets, and accounts payable, accrued expenses, and other liabilities approximate their carrying value because of the short-term nature of these instruments.

Additionally, the Company believes the following financial instruments have carrying values that approximate their fair values as of June 30, 2025:

• Borrowings under the Company’s Revolver (as defined in “Note 6 – Debt”) approximate fair value based on their nature, terms, and variable interest rates.

• Carrying values of the Company’s mortgage loans receivable approximate fair values based on a number of factors, including either their short-term nature, the availability of market quotes for comparable instruments, and a discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads.

• Carrying value of the Company’s mortgage note payable approximates fair value based on a discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads.

Provisions for impairment recognized during the three and six months ended June 30, 2025 primarily related to assets held for sale where impairment was determined based on the estimated or negotiated selling price, less costs of disposal, compared to the carrying value of the property.

As of June 30, 2025, there were eight properties held for investment accounted for at fair value.

These eight properties were accounted for at fair value on a nonrecurring basis using a cash flow model (Level 3 inputs) with a total adjusted carrying value of $ 16.8 million.

As of December 31, 2024, there were 11 properties held for investment accounted for at fair value.

These 11 properties were accounted for at fair value on a nonrecurring basis using a cash flow model (Level 3 inputs) with a total adjusted carrying value of $ 27.1 million.

The Company estimated the fair values as of June 30, 2025 using capitalization rates ranging from 7.4 % to 12.1 %, which it believes is reasonable based on current market rates.

The following table discloses estimated fair value information for the Company’s 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, and 2030 Term Loan B (each as defined in “Note 6 – Debt”) which is derived based primarily on unobservable market inputs such as interest rates and discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads (in thousands):

June 30, 2025 December 31, 2024

Carrying Value (1)

Estimated Fair Value Carrying Value (1)

Estimated Fair Value

2028 Term Loan $ 199,367 $ 200,678 $ 199,246 $ 200,858

2029 Term Loan $ 249,212 $ 250,350 $ 248,853 $ 250,526

2030 Term Loan A $ 173,617 $ 175,775 $ 174,509 $ 175,245

2030 Term Loan B $ 173,780 $ 175,793 $ — $ —

(1) The carrying value of the debt instruments are net of unamortized debt issuance and discount costs.

Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 — Unobservable inputs for the asset or liability.

Concentrations of Credit Risk

During the three and six months ended June 30, 2025, there were no tenants or borrowers with rental revenue or interest income on loans receivable that exceeded 10% of total revenues.

During the three and six months ended June, 30, 2024, one tenant, Dollar General, accounted for 11.3 % and 11.5 % of total revenues, respectively.

During the three and nine months ended September 30, 2025, there were no tenants or borrowers with rental revenue or interest income on loans receivable that exceeded 10% of total revenues.

During the three and nine months ended September 30, 2024, one tenant, Dollar General, accounted for 11.6 % and 12.0 % of total revenues, respectively.

Other financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash held at various financial institutions, access to the Company’s credit facilities, and amounts due or payable under derivative contracts.

6 unchanged sentences

The Company’s chief operating decision maker (“CODM”) is the Company’s senior executive investment committee that includes the chief executive officer and chief financial officer.

The CODM uses net income (loss), as reported on the condensed consolidated statements of operations and comprehensive (loss) income to measure segment operating performance and allocate resources.

The CODM uses net income (loss), as reported on the condensed consolidated statements of operations and comprehensive loss to measure segment operating performance and allocate resources.

All of the Company’s expenses are included in segment operating performance and are reviewed regularly.

8 unchanged sentences

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis, however early adoption and retrospective application is permitted.

The Company continues to evaluate the potential impact of the guidance and potential additional disclosures required.

The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

6 unchanged sentences

The Company acquires, owns, and manages single-tenant commercial retail net lease properties, the majority of which have long-term triple-net leases where the tenant is generally responsible for all improvements and contractually obligated to pay all operating costs (such as real estate taxes, utilities, and repairs and maintenance costs).

As of June 30, 2025, exclusive of mortgage loans receivable, the Company’s weighted average remaining lease term was 9.8 years.

As of September 30, 2025, exclusive of mortgage loans receivable, the Company’s WALT was 9.9 years.

The Company’s property leases have been classified as operating leases, most of which have scheduled rent increases throughout the lease term.

The Company’s leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term.

All lease-related income is reported as a single line item, rental revenue (including reimbursable), in the condensed consolidated statements of operations and comprehensive (loss) income and is presented net of any reserves, write-offs, or recoveries for uncollectible amounts.

All lease-related income is reported as a single line item, rental revenue (including reimbursable), in the condensed consolidated statements of operations and comprehensive loss and is presented net of any reserves, write-offs, or recoveries for uncollectible amounts.

Fixed lease income includes stated amounts per the lease contract, which include base rent, fixed common area maintenance charges, and straight-line lease adjustments.

2 unchanged sentences

The following table provides a disaggregation of lease income recognized under ASC 842 (in thousands):

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

(2) Variable lease income primarily includes tenant reimbursements for real estate taxes, insurance, common area maintenance, and reserves for uncollectible amounts.

There were no material reserves, write-offs, or recoveries of uncollectible amounts during the three and six months ended June 30, 2025 and 2024.

Scheduled future minimum base rental payments (excluding base rental payments from properties classified as held for sale and straight-line rent adjustments for all properties) due to be received under the remaining noncancellable term of the operating leases in place as of June 30, 2025 are as follows (in thousands):

There were no material reserves, write-offs, or recoveries of uncollectible amounts during the three and nine months ended September 30, 2025 and 2024.

Future Minimum Base

6 unchanged sentences

Note 4 – Real Estate Investments

As of June 30, 2025, the Company had investments in 707 properties.

As of September 30, 2025, the Company owned or had investments in 723 properties.

The gross real estate investment portfolio, including properties under development and mortgage loans receivable, totaled approximately $ 2.6 billion and consisted of the gross acquisition cost of land, buildings, improvements, lease intangible assets and liabilities, mortgage loans receivable, and property development costs.

The investment portfolio is geographically dispersed throughout 45 states with gross real estate investments in Texas and Illinois representing 14.6 % and 8.4 %, respectively, of the total gross real estate investment of the Company’s investment portfolio.

The Company’s gross investment portfolio as of June 30, 2025 and December 31, 2024 is summarized below (dollars in thousands):

Number of Properties Amount of Investment

June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

The Company’s gross investment portfolio as of September 30, 2025 and December 31, 2024 is summarized below (dollars in thousands):

Number of Investments Amount of Investment

September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

Properties held for investment (1)

7 unchanged sentences

723 692 $ 2,573,496 $ 2,356,892

(1) Includes one vacant property for the periods ended June 30, 2025 and December 31, 2024, and one completed development where rent had not commenced as of December 31, 2024.

(1) Includes one vacant property for the periods ended September 30, 2025 and December 31, 2024, and one completed development where rent had not commenced as of December 31, 2024.

(2) Rent has not commenced for properties under development.

The Company’s acquisitions during the three and six months ended June 30, 2025 and 2024 were all accounted for as asset acquisitions.

The Company’s acquisitions during the three and nine months ended September 30, 2025 and 2024 were all accounted for as asset acquisitions.

An allocation of the purchase price and acquisition costs paid for the completed acquisitions during the period is as follows (dollars in thousands):

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Number of properties acquired 46 22 87 68

Assets acquired

Purchase price allocation:

Land $ 76,421 $ 31,964 $ 151,504 $ 76,836

3 unchanged sentences

In-place lease intangible assets 12,619 9,481 24,288 25,253

96,528 95,611 174,002 190,764

Liabilities assumed

Accounts payable, accrued expenses, and other liabilities — — ( 6 ) —

Purchase price (1)

Above-market lease intangible assets 968 — 968 —

Below-market lease intangible liabilities ( 71 ) — ( 71 ) —

$ 194,289 $ 112,542 $ 368,291 $ 303,306

(1) During the three months ended June 30, 2025 and 2024, the Company capitalized $ 1.0 million and $ 0.6 million of acquisition costs, respectively.

During the six months ended June 30, 2025 and 2024, the Company capitalized $ 1.9 million and $ 1.8 million of acquisition costs, respectively.

The Company’s dispositions during the three and six months ended June 30, 2025 and 2024 are summarized below (dollars in thousands):

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

(1) During the three months ended September 30, 2025 and 2024, the Company capitalized $ 2.3 million and $ 1.1 million of acquisition costs, respectively.

During the nine months ended September 30, 2025 and 2024, the Company capitalized $ 4.2 million and $ 2.8 million of acquisition costs, respectively.

The Company’s property dispositions during the three and nine months ended September 30, 2025 and 2024 are summarized below (dollars in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

1 unchanged sentence

Sales price, net of disposal costs $ 35,993 $ 23,018 $ 130,169 $ 55,559

Gain on sales of real estate, net $ 3,533 $ 8 $ 5,608 $ 1,006

The Company’s investment in property developments during the three and six months ended June 30, 2025 and 2024 are summarized below (dollars in thousands):

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

Gain (loss) on sales of real estate, net $ 1,122 $ ( 132 ) $ 6,730 $ 874

The Company’s investment in property developments during the three and nine months ended September 30, 2025 and 2024 are summarized below (dollars in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

$ — $ 12,529 $ 6,545 $ 47,772

(1) During the three months ended June 30, 2025 and 2024, the Company capitalized approximately $0.1 million and $ 0.2 million, respectively, of interest expense associated with properties under development.

During the six months ended June 30, 2025 and 2024, the Company capitalized approximately $ 0.1 million and $ 0.6 million, respectively, of interest expense associated with properties under development.

(2) For the two developments completed during the six months ended June 30, 2025, rent commenced in the second quarter of 2025.

For the 14 developments completed during the six months ended June 30, 2024, rent commenced at various points throughout 2024.

(1) During the three months ended September 30, 2025 and 2024, the Company capitalized less than $0.1 million and $ 0.1 million, respectively, of interest expense associated with properties under development.

During the nine months ended September 30, 2025 and 2024, the Company capitalized approximately $ 0.1 million and $ 0.7 million, respectively, of interest expense associated with properties under development.

(2) For the two developments completed during the nine months ended September 30, 2025, rent commenced in the second quarter of 2025.

For the 16 developments completed during the nine months ended September 30, 2024, rent commenced at various points throughout 2024.

(3) Amounts reclassified from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying condensed consolidated balance sheets.

As of June 30, 2025, the Company had two property developments under construction, which are expected to be substantially completed with rent commencing at various points throughout 2025.

The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying condensed consolidated balance sheets as of June 30, 2025.

As of September 30, 2025, the Company had two property developments under construction, which are expected to be substantially completed with rent commencing at various points throughout 2026.

The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying condensed consolidated balance sheets as of September 30, 2025.

Investment in Mortgage Loans Receivable

The Company’s mortgage loans receivable portfolio as of June 30, 2025 and December 31, 2024 is summarized below (dollars in thousands):

The Company’s mortgage loans receivable portfolio as of September 30, 2025 and December 31, 2024 is summarized below (dollars in thousands):

Loan Type Monthly Payment (1)

Number of Secured Properties Effective Interest Rate (2)

Stated Interest Rate Maturity Date June 30, 2025 December 31, 2024

Stated Interest Rate Maturity Date September 30, 2025 December 31, 2024

Mortgage (3) (4)

11 unchanged sentences

I/O 5 10.25 % 10.25 % 2/27/2026 10,174 8,853

Mortgage P+I 1 7.25 % 7.25 % 7/17/2027 4,040 4,076

Mortgage P+I 1 7.25 % 7.25 % 7/17/2027 5,174 5,221

P+I 1 7.25 % 7.25 % 7/17/2027 — 4,076

P+I 1 7.25 % 7.25 % 7/17/2027 — 5,221

Mortgage I/O 1 14.68 % 13.09 % 1/17/2025 — 1,299

6 unchanged sentences

Mortgage (3) (4) (10)

I/O 1 9.75 % 9.75 % 3/12/2026 1,154 —

Mortgage (3) (4) (9)

10 9.75 % 9.75 % 10/30/2026 12,906 —

Mortgage I/O 1 7.25 % 7.25 % 5/18/2027 6,050 —

Total $ 138,452 $ 139,483

11 unchanged sentences

(7) The collateralized properties are in process developments with varying maturity dates dependent upon initial funding.

Maturity dates range from July 30, 2025 to December 18, 2025.

Maturity dates range from December 4, 2025 to February 22, 2026.

(8) The collateralized properties are in process developments with varying maturity dates dependent upon initial funding.

Maturity dates range from July 14, 2025 to February 7, 2026.

Maturity dates range from October 26, 2025 to February 27, 2026.

(9) Loans were disposed during the three and nine months ended September 30, 2025.

The table also excludes one loan that was entered into during 2025 and disposed of during the three and nine months ended September 30, 2025.

(10) The collateralized properties are in process developments with varying maturity dates dependent upon initial funding.

Maturity dates range from March 28, 2026 to September 9, 2026.

Maturity dates range from March 28, 2026 to October 30, 2026.

Note 5 – Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Amount Accumulated Amortization Net Carrying Amount Gross

5 unchanged sentences

Below-market leases $ 28,627 $ ( 11,105 ) $ 17,522 $ 29,847 $ ( 9,670 ) $ 20,177

The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of June 30, 2025 and as of December 31, 2024 by category were as follows:

The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of September 30, 2025 and as of December 31, 2024 by category were as follows:

Years Remaining

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

In-place leases 8.6 8.6

3 unchanged sentences

The Company records amortization of in-place lease assets to amortization expense, and records net amortization of above-market and below-market lease intangibles as well as amortization of lease incentives to rental revenue.

The following amounts in the accompanying condensed consolidated statements of operations and comprehensive (loss) income related to the amortization of intangible assets and liabilities for all property and ground leases (in thousands):

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

The following amounts in the accompanying condensed consolidated statements of operations and comprehensive loss related to the amortization of intangible assets and liabilities for all property and ground leases (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

$ 35 $ 170 $ 110 $ 363

The following table provides the projected amortization of in-place lease assets to amortization expense and the net amortization of above-market, below-market, and lease incentive lease intangible assets and liabilities to rental revenue as of June 30, 2025, for the next five years and thereafter (in thousands):

The following table provides the projected amortization of in-place lease assets to amortization expense and the net amortization of above-market, below-market, and lease incentive lease intangible assets and liabilities to rental revenue as of September 30, 2025, for the next five years and thereafter (in thousands):

Remainder of 2025

10 unchanged sentences

Interest Rate (2)

June 30, 2025 December 31, 2024

2028 Term Loan (3)

February 11, 2028 — 3.88 % $ 200,000 $ 200,000

2029 Term Loan (4)

July 3, 2026 January 3, 2029 4.99 % 250,000 250,000

2030 Term Loan A (5)

January 15, 2029 January 15, 2030 3.65 % 175,000 175,000

2030 Term Loan B (6)

January 15, 2029 January 15, 2030 5.12 % 175,000 —

January 15, 2029 January 15, 2030 5.46 % 127,000 239,000

Hedged Interest Rate (3)

September 30, 2025 December 31, 2024

2028 Term Loan February 11, 2028 — 5.43 % 3.78 % $ 200,000 $ 200,000

2029 Term Loan July 3, 2026 January 3, 2029 5.31 % 4.89 % 250,000 250,000

2030 Term Loan A January 15, 2029 January 15, 2030 5.27 % 3.55 % 175,000 175,000

2030 Term Loan B January 15, 2029 January 15, 2030 5.33 % 5.02 % 175,000 —

2031 Term Loan March 25, 2031 — 5.33 % 4.59 % 200,000 —

2032 Term Loan September 24, 2032 — 5.68 % 4.95 % 100,000 —

Revolver January 15, 2029 January 15, 2030 5.18 % — — 239,000

Mortgage Note November 1, 2027 — 4.53 % — 8,084 8,205

5 unchanged sentences

(1) Date represents the fully extended maturity date available to the Company, subject to certain conditions, under each related debt instrument.

(2) Rate represents the effective interest rate as of June 30, 2025 and includes the effect of interest rate swap agreements, as described further in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments.”

(3) Loan is a floating-rate loan which resets daily at daily simple SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of June 30, 2025.

The Company has entered into three interest rate swap agreements that effectively convert the floating rate to a fixed rate.

(4) Loan is a floating-rate loan which resets daily at daily simple SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of June 30, 2025.

The Company has entered into four interest rate swap agreements that effectively convert the floating rate to a fixed rate.

(5) On January 15, 2025, the Company amended the 2027 Term Loan, providing for the 2030 Term Loan A (as described below).

Loan is a floating-rate loan which resets daily at daily simple SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of June 30, 2025.

The Company has entered into four interest rate swap agreements that effectively convert the floating rate to a fixed rate.

(6) Loan is a floating-rate loan which resets daily at daily simple SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of June 30, 2025.

The Company has entered into seven interest rate swap agreements that effectively convert the floating rate to a fixed rate.

(7) The annual interest rate of the Revolver assumes daily simple SOFR as of June 30, 2025 of 4.36 % plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.00 % as of June 30, 2025.

(8) The Company records deferred financing costs associated with the Revolver in other assets, net on its condensed consolidated balance sheets.

(2) Represents the stated interest rate within the respective debt agreement as of September 30, 2025.

The term loans and Revolver bear a floating interest rate (SOFR) plus the applicable margin as described further in “Note 6 – Debt”.

(3) Represents the weighted-average hedged fixed rate plus the applicable margin as of September 30, 2025, as described further in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments.”

(4) The Company records deferred financing costs associated with the Revolver in other assets, net in its condensed consolidated balance sheets.

The Company reclassified the net amount of loan commitment fees associated with the 2029 Term Loan from other assets, net to debt issuance costs upon the $ 100.0 million draw under the 2029 Term Loan.

PNC Term Loan Agreement

On September 25, 2025, the Company entered into a Term Loan Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and PNC Bank, National Association, as Administrative Agent (the “PNC Term Loan Agreement”), related to a senior unsecured term loan facility consisting of (i) a $ 200.0 million senior unsecured term loan (the “2031 Term Loan”) and (ii) a $ 250.0 million senior unsecured term loan (the “2032 Term Loan”, and together with the 2031 Term Loan, the “PNC Term Loans”).

All $ 200.0 million of the 2031 Term Loan was funded on September 25, 2025.

Of the $ 250.0 million capacity of 2032 Term Loan commitments, $ 100.0 million in term loans were funded on September 25, 2025, and the remaining $ 150.0 million will be available as a delayed draw term loan commitment until September 25, 2026.

Subject to the terms of the PNC Term Loan Agreement, the PNC Term Loans may be increased to an amount of up to $ 600.0 million at the Company’s request.

The 2031 Term Loan matures on March 25, 2031 and is repayable at the Company’s option in whole or in part without premium or penalty.

The 2032 Term Loan matures on September 24, 2032 and is repayable at the Company’s option in whole or in part, subject to a prepayment premium equal to (i) 2.0 % of any amount repaid during the first year of the term, and (ii) 1.0 % of any amount repaid during the second year of the term.

The interest rate applicable under the PNC Term Loans is determined by the Company’s Investment Grade Rating (as defined in the PNC Term Loan Agreement).

Prior to the date the Company obtains an Investment Grade Rating (as defined in the PNC Term Loan Agreement), interest rates are based on the Company’s consolidated total leverage ratio and are determined by (A) in the case of the 2031 Term Loan, either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the PNC Term Loan Agreement), plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio;

and (B) in the case of the 2032 Term Loan, either (i) SOFR, plus a margin ranging from 1.50 % to 2.20 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the PNC Term Loan Agreement), plus a margin ranging from 0.50 % to 1.20 %, based on the Company’s consolidated total leverage ratio.

After the date the Company obtains an Investment Grade Rating, interest rates are based on the Company’s Investment Grade Rating, and are determined by (A) in the case of the 2031 Term Loan, either (i) SOFR, plus a margin ranging from 0.80 % to 1.60 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00 % to 0.60 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio and (B) in the case of the 2032 Term Loan, either (i) SOFR, plus a margin ranging from 1.15 % to 2.20 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.15 % to 1.20 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio.

Additionally, the Company will incur a ticking fee based on the total undrawn amount under the 2032 Term Loan.

The ticking fee of 0.20 % per annum will accrue from December 25, 2025 until September 25, 2026.

The Company has fully hedged the 2031 Term Loan with an all-in fixed interest rate of 4.59 % and has partially hedged $ 200.0 million of the 2032 Term Loan at an all-in fixed interest rate of 4.92 %.

The remaining $ 50.0 million of the 2032 Term Loan is currently unhedged.

Interest is payable monthly or at the end of the applicable interest period in arrears on any outstanding borrowings.

The interest rate hedges are further described in “Note 7 – Derivative Financial Instruments.”

In connection with the entry into the PNC Term Loan Agreement, the Company incurred approximately $ 3.7 million of debt issuance costs which were allocated between the 2031 Term Loan and 2032 Term Loan in the amounts of $ 2.2 million and $ 1.5 million, respectively.

Additionally, the Company incurred $ 2.1 million of loan commitment fees associated with the 2032 Term Loan, which have been capitalized to other assets, net in the condensed consolidated balance sheets.

The deferred financing costs and capitalized loan commitment fees are amortized over the term of the loans, and are included in interest expense, net in the Company’s condensed consolidated statements of operations and comprehensive loss.

Truist Credit Agreement

1 unchanged sentence

On January 15, 2025, the Truist Credit Agreement was amended to remove certain financial covenants and provide for revised, improved pricing when the Company meets certain investment grade rating and leverage targets.

On September 25, 2025, the Truist Credit Agreement was further amended to, among other things, remove the SOFR credit spread adjustment from the 2029 Term Loan.

The 2029 Term Loan contains a 12-month delayed draw feature and $ 150.0 million was drawn on July 3, 2023.

4 unchanged sentences

The interest rate applicable to the 2029 Term Loan is determined by the Company’s Investment Grade Rating (as defined in the Truist Credit Agreement).

Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the Truist Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.

After the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 0.80 % to 1.60 % or (ii) Base Rate, plus a margin ranging from 0.00 % to 0.60 %, in each case based on the Company’s Investment Grade Rating.

Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the Truist Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.

After the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 0.80 % to 1.60 % or (ii) Base Rate, plus a margin ranging from 0.00 % to 0.60 %, in each case based on the Company’s Investment Grade Rating.

The 2029 Term Loan also contains sustainability-linked pricing component pursuant to which the Company will receive interest rate reductions up to 0.025 % based on its performance against a sustainability performance target focused on the portion of the Company’s annualized based rent attributable to tenants with commitments or quantifiable targets for reduced GHG emission in accordance with the standards of the Science Based Targets initiative (“SBTi”).

The Company has hedged the entire $ 250.0 million of the 2029 Term Loan at an all-in fixed interest rate of 4.99 %, through January 2029.

The Company has fully hedged the 2029 Term Loan at an all-in fixed interest rate of 4.89 % through January 2029.

Interest is payable monthly or at the end of the applicable interest period in arrears on any outstanding borrowings.

The interest rate hedges are further described in “Note 7 – Derivative Financial Instruments.”

In connection with the 2029 Term Loan, the Company incurred $ 1.4 million of deferred financing costs.

In connection with the entry into the 2029 Term Loan, the Company incurred $ 1.4 million of debt issuance costs.

Additionally, the Company incurred $ 0.9 million of loan commitment fees associated with the 2029 Term Loan, which were capitalized to other assets, net in the condensed consolidated balance sheets and subsequently reclassified to debt issuance costs upon the $ 100.0 million draw under the 2029 Term Loan.

Deferred financing costs are amortized over the term of the loan and are included in interest expense, net on the Company’s condensed consolidated statements of operations and comprehensive (loss) income.

Deferred financing costs are amortized over the term of the loan and are included in interest expense, net in the Company’s condensed consolidated statements of operations and comprehensive loss.

PNC Credit Agreement

4 unchanged sentences

and a new $ 175.0 million senior unsecured term loan (the “2030 Term Loan B”, and together with the 2028 Term Loan and the Revolver, the “PNC Credit Facility”).

On September 25, 2025, the PNC Credit Agreement was further amended to, among other things, remove the SOFR credit spread adjustment from the PNC Credit Facility.

The borrowing capacity under the PNC Credit Facility may be increased in an amount of up to $ 1.4 billion in the aggregate.

3 unchanged sentences

Borrowings under the Revolver may be repaid and reborrowed from time to time prior to the maturity date.

Prior to the date the Company obtains an Investment Grade Rating (as defined in the PNC Credit Agreement), interest rates are based on the Company’s consolidated total leverage ratio and are determined by (A) in the case of the 2028 Term Loan and the 2030 Term Loan B, either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.15 % to 1.60 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the PNC Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio;

and (B) in the case of the Revolver either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.00 % to 1.45 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00 % to 0.45 %, based on the Company’s consolidated total leverage ratio.

After the date the Company obtains an Investment Grade Rating, interest rates are based on the Company’s Investment Grade Rating, and are determined by (A) in the case of the 2028 Term Loan and the 2030 Term Loan B, either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 0.80 % to 1.60 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio, or (ii) a Base Rate (as defined in the PNC Credit Agreement), plus a margin ranging from 0.00 % to 0.60 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio and (B) in the case of the Revolver either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 0.725 % to 1.40 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00 % to 0.40 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio.

Prior to the date the Company obtains an Investment Grade Rating (as defined in the PNC Credit Agreement), interest rates are based on the Company’s consolidated total leverage ratio and are determined by (A) in the case of the 2028 Term Loan and the 2030 Term Loan B, either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the PNC Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio;

and (B) in the case of the Revolver either (i) SOFR, plus a margin ranging from 1.00 % to 1.45 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the PNC Credit Agreement), plus a margin ranging from 0.00 % to 0.45 %, based on the Company’s consolidated total leverage ratio.

After the date the Company obtains an Investment Grade Rating, interest rates are based on the Company’s Investment Grade Rating, and are determined by (A) in the case of the 2028 Term Loan and the 2030 Term Loan B, either (i) SOFR, plus a margin ranging from 0.80 % to 1.60 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00 % to 0.60 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio and (B) in the case of the Revolver either (i) SOFR, plus a margin ranging from 0.725 % to 1.40 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00 % to 0.40 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio.

Additionally, the Company will incur a facility fee based on the total commitment amount of $ 500.0 million under the Revolver.

2 unchanged sentences

The PNC Credit Facility also contains a sustainability-linked pricing component pursuant to which the Company will receive interest rate reductions up to 0.025 % based on its performance against a sustainability performance target focused on the portion of the Company’s annualized base rent attributable to tenants with commitments or quantifiable targets for reduced greenhouse gas emission in accordance with the standards of the SBTi.

The Company has fully hedged the 2028 Term Loan with an all-in interest rate of 3.88 %, and the 2030 Term Loan B with an all-in interest rate of 5.12 %.

The Company has fully hedged the 2028 Term Loan with an all-in fixed interest rate of 3.78 %, and the 2030 Term Loan B with an all-in fixed interest rate of 5.02 %.

Interest is payable monthly or at the end of the applicable interest period in arrears on any outstanding borrowings.

The interest rate hedges are further described in “Note 7 – Derivative Financial Instruments.”

In connection with the entry into the original PNC Credit Agreement, the Company incurred approximately $ 3.8 million of deferred financing costs which were allocated between the Revolver and 2028 Term Loan in the amounts of $ 2.4 million and $ 1.3 million, respectively.

In connection with the amendment to the PNC Credit Agreement, the Company incurred approximately $ 5.1 million of deferred financing costs which were allocated between the Revolver and 2030 Term Loan B in the amounts of $ 3.7 million and $ 1.4 million, respectively.

In connection with the entry into the PNC Credit Agreement, the Company incurred approximately $ 3.8 million of deferred financing costs which were allocated between the Revolver and 2028 Term Loan in the amounts of $ 2.4 million and $ 1.3 million, respectively.

In connection with the first amendment to the PNC Credit Agreement, the Company incurred approximately $ 5.1 million of deferred financing costs which were allocated between the Revolver and 2030 Term Loan B in the amounts of $ 3.7 million and $ 1.4 million, respectively.

Additionally, $ 0.5 million of unamortized deferred financing costs associated with the Company’s previous revolving credit facility were reclassified to the Revolver.

Deferred financing costs are amortized over the remaining terms of each respective borrowing and are included in interest expense, net in the Company’s condensed consolidated statements of operations and comprehensive (loss) income.

Wells Fargo Credit Agreement

In December 2019, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent, which was subsequently amended and restated on June 15, 2023 (as amended, the “First Amended Wells Fargo Credit Agreement”), governing a $ 175.0 million senior unsecured term loan that was scheduled to mature on January 15, 2026, subject to a one year extension option at the Company’s election (subject to certain conditions) (the “2027 Term Loan”).

On January 15, 2025, the Company amended and restated the First Amended Wells Fargo Credit Agreement (as amended, the “Wells Fargo Credit Agreement”) to extend the maturity date of the 2027 Term Loan to January 15, 2029, subject to a one year extension option at the Company’s election (subject to certain conditions) (as amended, the “2030 Term Loan A”).

In December 2019, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent, which was subsequently amended and restated on June 15, 2023 (as amended, the “Wells Fargo Credit Agreement”), governing a $ 175.0 million senior unsecured term loan that was scheduled to mature on January 15, 2026, subject to a one-year extension option at the Company’s election (subject to certain conditions) (the “2027 Term Loan”).

On January 15, 2025, the Company amended and restated the Wells Fargo Credit Agreement to extend the maturity date of the 2027 Term Loan to January 15, 2029, subject to a one-year extension option at the Company’s election (subject to certain conditions) (as amended, the “2030 Term Loan A”).

On September 25, 2025, the Wells Fargo Credit Agreement was further amended to, among other things, remove the SOFR credit spread adjustment from the 2030 Term Loan A.

The 2030 Term Loan A is repayable at the Company’s option in whole or in part without premium or penalty.

The interest rate applicable to the 2030 Term Loan A is determined by the Company’s Investment Grade Rating (as defined in the Wells Fargo Credit Agreement).

Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the Wells Fargo Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.

Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the Wells Fargo Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.

The Company has fully hedged the 2030 Term Loan A with an all-in fixed interest rate of 3.55 %.

2 unchanged sentences

In connection with the 2030 Term Loan A, the Company incurred $ 1.1 million of deferred financing costs.

Deferred financing costs are amortized over the term of the loan and are included in interest expense, net in the Company’s condensed consolidated statements of operations and comprehensive loss.

Mortgage Note Payable

As of June 30, 2025, the Company had total gross mortgage indebtedness of $ 8.1 million, which was collateralized by related real estate and a tenant’s lease with an aggregate net book value of $ 11.9 million.

As of September 30, 2025, the Company had total gross mortgage indebtedness of $ 8.1 million, which was collateralized by related real estate and a tenant’s lease with an aggregate net book value of $ 11.8 million.

The Company incurred debt issuance costs of less than $ 0.1 million and recorded a debt discount of $ 0.6 million, both of which are recorded as a reduction of the principal balance in mortgage note payable, net in the Company’s condensed consolidated balance sheets.

1 unchanged sentence

Debt Maturities

Payments on the 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, and 2030 Term Loan B are interest-only through maturity.

As of June 30, 2025, scheduled debt maturities, including balloon payments, are as follows (in thousands):

Payments on the 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, 2030 Term Loan B, 2031 Term Loan, and 2032 Term Loan are interest-only through maturity.

As of September 30, 2025, scheduled debt maturities, including balloon payments, are as follows (in thousands):

Scheduled Principal Payment Balloon Payment (1)

4 unchanged sentences

2029 — 350,000 350,000

Thereafter — 300,000 300,000

Total $ 391 $ 1,107,693 $ 1,108,084

2 unchanged sentences

The following table is a summary of the components of interest expense related to the Company’s borrowings (in thousands):

Three Months Ended

June 30, Six Months Ended

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

9 unchanged sentences

Total interest expense, net $ 12,636 $ 7,965 $ 36,734 $ 21,749

(1) Includes facility fees of approximately $ 0.2 million for the three months ended June 30, 2025 and 2024, and facility fees of $ 0.4 million and $ 0.3 million for the six months ended June 30, 2025 and 2024, respectively.

(1) Includes facility fees of approximately $ 0.2 million for the three months ended September 30, 2025 and 2024, and facility fees of $ 0.6 million and $ 0.5 million for the nine months ended September 30, 2025 and 2024, respectively.

(2) Includes the effects of interest rate hedges.

Deferred financing, discount, and debt issuance costs are amortized over the remaining terms of each respective borrowing and are included in interest expense, net in the Company’s condensed consolidated statements of operations and comprehensive (loss) income.

During the three months ended June 30, 2025 and 2024, term loans had a weighted average interest rate, exclusive of amortization of deferred financing costs and the effects of interest rate hedges, of 5.65 % and 6.66 %, respectively.

During the six months ended June 30, 2025 and 2024, term loans had a weighted average interest rate, exclusive of amortization of deferred financing costs and the effects of interest rate hedges, of 5.55 % and 6.69 %, respectively.

During the three months ended June 30, 2025 and 2024, the Company incurred interest expense on the Revolver with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 5.47 % and 6.49 %, respectively.

During the six months ended June 30, 2025 and 2024, the Company incurred interest expense on the Revolver with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 5.42 % and 6.51 %, respectively.

The estimated fair values of the Company’s term loans have been derived based on market observable inputs such as interest rates and discounted cash flow analysis using estimates of the amount and timing of future cash flows.

These measurements are classified as Level 2 within the fair value hierarchy.

Refer to “Note 2 – Summary of Significant Accounting Policies” for additional detail on fair value measurements.

The Company was in compliance with all of its debt covenants as of June 30, 2025 and expects to be in compliance for the twelve-month period ending December 31, 2025.

During the three months ended September 30, 2025 and 2024, term loans had a weighted average interest rate, exclusive of amortization of deferred financing costs and the effects of interest rate hedges, of 5.36 % and 6.62 %, respectively.

During the nine months ended September 30, 2025 and 2024, term loans had a weighted average interest rate, exclusive of amortization of deferred financing costs and the effects of interest rate hedges, of 5.31 % and 6.67 %, respectively.

During the three months ended September 30, 2025 and 2024, the Company incurred interest expense on the Revolver with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 5.56 % and 6.45 %, respectively.

During the nine months ended September 30, 2025 and 2024, the Company incurred interest expense on the Revolver with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 5.47 % and 6.49 %, respectively.

The Company was in compliance with all of its debt covenants as of September 30, 2025 and expects to be in compliance for the twelve-month period ending December 31, 2025.

Note 7 – Derivative Financial Instruments

3 unchanged sentences

The Company recognizes the entire change in the fair value in Accumulated Other Comprehensive Income (“AOCI”) and the change is reflected as cash flow hedge changes in fair value in the supplemental disclosures of non-cash investing and financing activities in the condensed consolidated statements of cash flows.

Effective July 3, 2023, interest rate derivative contracts were initiated to hedge the variable cash flows associated with the 2029 Term Loan.

The interest rate for the variable rate 2029 Term Loan is based on the weighted-average hedged fixed rate of 3.74 % compared to the variable 2029 Term Loan daily simple SOFR rate as of June 30, 2025 of 4.40 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

The maturity dates of the interest rate swaps coincide with the fully extended maturity date of the 2029 Term Loan.

Effective September 1, 2022, interest rate derivative contracts were initiated to hedge the variable cash flows associated with the 2028 Term Loan.

The interest rate for the variable rate 2028 Term Loan is based on the weighted-average hedged fixed rate of 2.63 % compared to the variable 2028 Term Loan daily simple SOFR rate as of June 30, 2025 of 4.32 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

The maturity dates of the interest rate swaps coincide with the maturity date of the 2028 Term Loan.

Effective November 27, 2023 and December 23, 2024, interest rate derivative contracts were initiated to hedge the variable cash flows associated with the 2027 Term Loan through its fully extended maturity date, at weighted-average hedged fixed rates of 1.87 % and 2.40 %, respectively.

On January 15, 2025, the Company amended the 2027 Term Loan, providing for the 2030 Term Loan A, with a fully extended maturity date of January 15, 2030.

The interest rate for the variable rate 2030 Term Loan A includes a daily simple SOFR rate as of June 30, 2025 of 4.29 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

The maturity date of the interest rate swaps is January 23, 2027.

Effective February 3, 2025, interest rate derivative contracts were initiated to hedge the variable cash flows associated with the 2030 Term Loan B.

The interest rate for the variable rate 2030 Term Loan B is based on the weighted-average hedged fixed rate of 3.87 % compared to the variable 2030 Term Loan B daily simple SOFR rate as of June 30, 2025 of 4.36 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

The maturity dates of the interest rate swaps coincide with the fully extended maturity date of the 2030 Term Loan B.

During the three months ended June 30, 2025, the Company entered into three interest rate swap agreements with effective and maturity dates of October 1, 2025 and March 1, 2031, respectively, for an aggregate notional amount of $ 75.0 million at a weighted-average hedged fixed rate of 3.46 %.

The interest rate swap agreements are intended to hedge the variability associated with future floating-rate debt issuances.

Amounts will subsequently be reclassified to earnings when the hedged item affects earnings.

3 unchanged sentences

To mitigate credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings.

The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollars in thousands):

Number of Instruments Notional

Interest Rate Derivatives June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Interest rate swaps 21 18 $ 875,000 $ 800,000

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 (in thousands):

Derivative Assets

Fair Value as of

Derivatives Designated as Hedging Instruments:

Balance Sheet Location June 30, 2025 December 31, 2024

Interest rate swaps Other assets, net $ 6,831 $ 16,426

Derivative Liabilities

Fair Value as of

Derivatives Designated as Hedging Instruments:

Balance Sheet Location June 30, 2025 December 31, 2024

Interest rate swaps Accounts payable, accrued expenses, and other liabilities $ 7,331 $ —

The following table presents the effect of the Company’s interest rate swaps in the condensed consolidated statements of operations and comprehensive (loss) income for the three and six months ended June 30, 2025 and 2024 (in thousands):

The following table summarizes the terms and fair values of the Company’s interest rate derivative contracts that were designated as cash flow hedges of interest rate risk as of September 30, 2025 and December 31, 2024 (dollars in thousands):

Number of Instruments

Aggregate Notional Value

Fair Value of Asset (Liability) (2)

Associated Debt Instrument

September 30, 2025 December 31, 2024 Hedge Fixed Rate (1)

Maturity Dates

September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

2028 Term Loan

3 3 2.63 % February 11, 2028 $ 200,000 $ 200,000 $ 3,126 $ 7,971

2029 Term Loan

4 4 3.74 % January 3, 2029 250,000 250,000 ( 3,416 ) 2,165

2030 Term Loan A

4 4 2.40 % January 23, 2027 175,000 175,000 2,471 5,629

2030 Term Loan B

7 7 3.87 % January 2, 2030 175,000 175,000 ( 3,900 ) 661

2031 Term Loan 8 — 3.44 % March 1, 2031 200,000 — ( 826 ) —

2032 Term Loan 8 — 3.42 % September 1, 2032 200,000 — ( 79 ) —

34 18 $ 1,200,000 $ 800,000 $ ( 2,624 ) $ 16,426

(1) Represents the weighted-average hedge fixed rate of the derivative contracts for each associated debt instrument and excludes the associated applicable margin as described in “Note 6 – Debt.”

(2) Derivative contracts in asset positions are included within other assets, net and derivative contracts in liability positions are included within accounts payable, accrued expenses, and other liabilities in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

The following table presents the effect of the Company’s interest rate swaps in the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain (Loss) Reclassified from Accumulated OCI

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Derivatives in Cash Flow Hedging Relationships 2025 2024 2025 2024

For the Three Months Ended June 30

For the Three Months Ended September 30

Interest Rate Products $ 201 $ ( 15,724 ) Interest expense, net $ 1,605 $ 4,890

For the Six Months Ended June 30

For the Nine Months Ended September 30

Interest Rate Products $ ( 12,251 ) $ 2,933 Interest expense, net $ 4,660 $ 14,389

The Company did not exclude any amounts from the assessment of hedge effectiveness for the three and six months ended June 30, 2025 and 2024.

The Company did not exclude any amounts from the assessment of hedge effectiveness for the three and nine months ended September 30, 2025 and 2024.

During the next twelve months, the Company estimates that an additional $ 0.7 million will be reclassified as a decrease to interest expense.

The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

To comply with the provisions of ASC 820, Fair Value Measurement, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties.

However, as of June 30, 2025, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The table below presents the Company’s derivative assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Note 8 – Fair Value Measurements

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair value.

GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

Financial Assets and Liabilities

Companies are required to disclose the estimated fair values of all financial instruments, even if those instruments are not carried at fair value.

The fair values of financial instruments are based on estimates that reflect market conditions and perceived risks as of September 30, 2025 and December 31, 2024.

These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.

The carrying values of the Company’s cash, cash equivalents, and restricted cash (including money market accounts), other assets, and accounts payable, accrued expenses, and other liabilities approximate their fair values due to the short-term nature of these instruments.

Additionally, the Company believes that the following financial instruments have carrying values that approximate their fair values as of September 30, 2025:

• Borrowings under the Company’s Revolver (as defined in “Note 6 – Debt”) approximate fair value based on their nature, terms, and variable interest rates.

• Carrying values of the Company’s mortgage loans receivable approximate fair value based on a number of factors, including either their short-term nature, the availability of market quotes for comparable instruments, and a discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads.

The table below presents the carrying values and estimated fair values of certain financial assets and liabilities as of September 30, 2025 and December 31, 2024, aggregated by their level in the fair value hierarchy within which those measurements fall (in thousands):

Fair Value Hierarchy Level

Description Level 1 Level 2 Level 3 Total Fair Value

June 30, 2025

Description Carrying Value Fair Value Level 1 Level 2 Level 3

September 30, 2025

Derivative assets $ 5,597 $ 5,597 $ — $ 5,597 $ —

Derivative liabilities $ 8,221 $ 8,221 $ — $ 8,221 $ —

Term loans (1)

$ 1,092,846 $ 1,104,202 $ — $ — $ 1,104,202

December 31, 2024

Derivative assets $ 16,426 $ 16,426 $ — $ 16,426 $ —

Term loans (1)

$ 622,608 $ 626,629 $ — $ — $ 626,629

(1) Recorded at carrying value in the condensed consolidated balance sheets which represents amortized cost, net of unamortized debt issuance and discount costs.

The estimated fair values of the Company’s term loans (each as defined in “Note 6 – Debt”) are derived based primarily on unobservable market inputs such as interest rates and discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads (Level 3 inputs).

The Company’s derivative assets and liabilities are measured at fair value on a recurring basis.

The estimated fair values are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

However, as of September 30, 2025, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Nonfinancial Assets and Liabilities

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments only under certain circumstances, such as when an impairment write-down occurs.

Depending on impairment triggering events, impairments are typically recorded for properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent.

The following table summarizes the provisions for impairment on real estate investments during the periods indicated below (dollars in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Carrying value prior to impairment $ 37,870 $ 48,237 $ 80,992 $ 101,196

total provisions for impairment ( 4,134 ) ( 9,838 ) ( 12,173 ) ( 17,336 )

Carrying value after impairment $ 33,736 $ 38,399 $ 68,819 $ 83,860

Number of properties:

Classified as held for sale 5 12 11 17

Disposed within the period 7 3 21 14

Classified as held for investment 1 3 2 9

(1) Includes the number of properties that were either (i) impaired during the respective period and remained as held for sale as of period-end, (ii) impaired and disposed during the respective period, or (iii) impaired during the respective period and remained as held for investment at period-end.

The valuation of impaired assets is determined using data such as operating income, estimated capitalization rates or multiples, leasing prospects, local market information, analysis of recent comparable sales transactions, discount rates, and purchase offers from third parties, all of which represent Level 3 inputs.

The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of such real estate.

Estimating future cash flows is inherently subjective, and actual results may differ materially from these estimates.

During the three and nine months ended September 30, 2025, the Company accounted for held for investment assets at fair value using a cash flow model (Level 3 inputs) with capitalization rates ranging from 6.2 % to 7.5 %, which the Company believes is reasonable based on current market rates.

Note 9 – Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets

Other assets, net consists of the following (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accounts receivable, net $ 8,763 $ 9,809

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Accounts payable, accrued expenses, and other liabilities consist of the following (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accrued expenses $ 8,585 $ 4,961

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Note 10 – Shareholders’ Equity

On September 1, 2021, the Company entered into a $ 250.0 million at-the-market equity program (the “2021 ATM Program”).

On October 25, 2023, the Company entered into a $ 300.0 million at-the-market equity program (the “2023 ATM Program”) through which, from time to time, it may sell shares of its common stock in registered transactions.

Effective October 24, 2023, in connection with the establishment of the new at-the-market offering program, the 2021 ATM Program was terminated.

As a result of the termination, the Company will not offer or sell any additional shares of common stock under the 2021 ATM Program.

During 2024, the Company entered into forward sale agreements with respect to an aggregate 1,743,100 shares of its common stock under the 2023 ATM Program at a weighted-average price of $ 17.67 per share.

As of June 30, 2025, 1,743,100 shares remain unsettled under the forward sale agreements.

As of September 30, 2025, 1,743,100 shares remain unsettled under the forward sale agreements.

The Company may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than December 31, 2026.

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As a result of the termination, the Company will not offer or sell any additional shares of common stock under the 2023 ATM Program.

As context requires, the 2024 ATM Program, the 2023 ATM Program, and the 2021 ATM Program are referred to herein as the “ATM Programs.”

As context requires, the 2024 ATM Program, and the 2023 ATM Program are referred to herein as the “ATM Programs.”

During 2024, the Company entered into forward sale agreements with respect to an aggregate 152,547 shares of its common stock under the 2024 ATM Program at a weighted-average price of $ 17.13 per share.

As of June 30, 2025, 152,547 shares remain unsettled under the forward sale agreements.

As of September 30, 2025, 152,547 shares remain unsettled under the forward sale agreements.

During 2025, the Company entered into forward sale agreements with respect to an aggregate 3,342,894 shares of its common stock under the 2024 ATM Program at a weighted-average price of $ 16.95 per share.

As of June 30, 2025, 1,085,000 shares remain unsettled under the forward sale agreements.

As of September 30, 2025, 2,237,595 shares remain unsettled under the forward sale agreements.

The following table presents information about the ATM Programs (in thousands):

Maximum Sales Authorization Gross Settlements through June 30, 2025 (1)

Program Name Date Established Date Terminated

2021 ATM Program September 2021 October 2023 $ 250,000 $ 249,122

Date Terminated Maximum Sales Authorization Gross Settlements through September 30, 2025 (1)

Gross Proceeds Available as of September 30, 2025 (2)

2023 ATM Program (3)

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(1) Represents shares of common stock issued by the Company under the ATM Programs, including settlements of forward sale agreements.

(2) As of June 30, 2025, 1,743,100 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 17.39 .

(3) As of June 30, 2025, 1,237,547 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 16.70 .

The following table details information related to activity under the ATM Programs for the three and six months ended June 30, 2025 and 2024 (in thousands, except share and per share data).

There was no activity during the three months ended March 31, 2025 and 2024;

therefore, the amounts presented are the same for the three- and six-month periods.

Three and Six Months Ended June 30,

Shares of common stock issued

(2) Represents gross proceeds available for future issuances of shares of common stock under the ATM Programs, inclusive of unsettled shares under forward sale agreements.

(3) As of September 30, 2025, 1,743,100 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 17.33 .

(4) As of September 30, 2025, 2,390,142 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 17.06 .

The following table details information related to activity under the ATM Programs for the three and nine months ended September 30, 2025 and 2024 (in thousands, except share and per share data).

There was no activity during the three months ended September 30, 2025.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 (1)

Shares of common stock issued — 1,983,711 1,757,815 5,983,711

Weighted average price per share $ — $ 16.50 $ 16.32 $ 16.50

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$ — $ 32,337 $ 28,352 $ 97,661

(1) Includes 1,105,299 shares of common stock that were physically settled at a weighted-average price of $ 16.37 per share under the forward sale agreements with respect to the 2024 ATM Program.

(2) Includes 4,000,000 shares of common stock that were physically settled at a price of $ 16.50 per share under the forward sale agreements with respect to the 2021 ATM Program.

(1) Includes 1,983,711 shares of common stock that were physically settled at a weighted-average price of $ 16.50 per share under forward sale agreements.

(2) Includes 1,105,299 shares of common stock that were physically settled at a weighted-average price of $ 16.37 per share under forward sale agreements.

(3) Includes 5,983,711 shares of common stock that were physically settled at a weighted-average price of $ 16.50 per share under forward sale agreements.

(4) The net proceeds were contributed to the Operating Partnership in exchange for an equivalent number of Class A OP Units.

As of June 30, 2025, $ 271.3 million of remaining gross proceeds are available for future issuances of shares of common stock under the 2024 ATM Program, inclusive of unsettled shares under forward sale agreements.

July 2025 Follow-On Offering

In July 2025, the Company completed a registered public offering of 12,420,000 shares of its common stock at a public offering price of $ 17.70 per share, including the full exercise of the underwriter’s option to purchase additional shares.

In connection with the offering, the Company entered into forward sale agreements for 12,420,000 shares of its common stock.

The Company did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers.

The Company expects to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than July 28, 2026.

As of September 30, 2025, 12,420,000 shares remain unsettled under the July 2025 forward sale agreements.

January 2024 Follow-On Offering

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The Company did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers.

On September 26, 2024, the Company partially physically settled 2,200,000 shares of common stock at a price of $ 17.22 per share in accordance with the forward sale agreements.

The Company received net proceeds from the settlement of $ 37.8 million, net of underwriting discounts and offering costs of $ 1.8 million.

The Company contributed the net proceeds to the Operating Partnership in exchange for 2,200,000 Class A OP Units.

As of June 30, 2025, 8,840,000 shares remain unsettled under the January 2024 forward sale agreements.

As of September 30, 2025, 8,840,000 shares remain unsettled under the January 2024 forward sale agreements.

Surrendered Shares on Vested Stock Unit Awards

During the six months ended June 30, 2025 and 2024, portions of restricted stock unit awards (“RSUs”) granted to certain of the Company’s officers, directors, and employees vested.

During the nine months ended September 30, 2025 and 2024, portions of restricted stock unit awards (“RSUs”) granted to certain of the Company’s officers, directors, and employees vested.

The vesting of these awards, granted pursuant to the NETSTREIT Corp.

2019 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), resulted in federal and state income tax liabilities for the recipients.

During the six months ended June 30, 2025 and 2024, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender approximately 44 thousand and 71 thousand RSUs valued at approximately $ 0.6 million and $ 1.2 million, respectively, solely to pay the associated statutory tax withholding.

Amended and Restated 2019 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), resulted in federal and state income tax liabilities for the recipients.

During the nine months ended September 30, 2025 and 2024, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender approximately 50 thousand and 77 thousand RSUs valued at approximately $ 0.7 million and $ 1.3 million, respectively, solely to pay the associated statutory withholding tax.

The surrendered RSUs are included in the row entitled “repurchase of common stock for tax withholding obligations” in the condensed consolidated statements of cash flows and condensed consolidated statements of changes in equity.

During the six months ended June 30, 2025, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Six Months Ended June 30, 2025

During the nine months ended September 30, 2025, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Nine Months Ended September 30, 2025

Declaration Date Dividend Per Share Record Date Total Amount Payment Date

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April 25, 2025 0.210 June 2, 2025 17,159 June 16, 2025

July 21, 2025 0.215 September 2, 2025 17,947 September 15, 2025

$ 0.635 $ 52,263

During the six months ended June 30, 2024, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Six Months Ended June 30, 2024

During the nine months ended September 30, 2024, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Nine Months Ended September 30, 2024

Declaration Date Dividend Per Share Record Date Total Amount Payment Date

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April 23, 2024 0.205 June 3, 2024 15,042 June 14, 2024

July 23, 2024 0.210 September 3, 2024 16,251 September 13, 2024

$ 0.620 $ 46,324

The holders of OP Units are entitled to receive an equal distribution for each OP Unit held as of each record date.

Accordingly, during both the six months ended June 30, 2025 and 2024, the Operating Partnership paid distributions of $ 0.2 million to holders of OP Units.

Accordingly, during both the nine months ended September 30, 2025 and 2024, the Operating Partnership paid distributions of $ 0.3 million to holders of OP Units.

Noncontrolling Interests

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OP Units are convertible into common stock as the OP Units may be redeemed for cash or, at the Company’s election, exchanged for shares of the Company’s common stock on a one -for-one basis.

As of June 30, 2025 and December 31, 2024, noncontrolling interests represented 0.5 % of OP Units.

During the three and six months ended June, 30, 2024, OP Unit holders redeemed 35,121 and 42,240 OP Units, respectively, into shares of common stock on a one -for-one basis.

There were no OP Unit redemptions during the three and six months ended June 30, 2025.

As of September 30, 2025 and December 31, 2024, noncontrolling interests represented 0.5 % of OP Units.

During the three months ended September 30, 2025 and 2024, OP Unit holders redeemed 5,694 and 12,102 OP Units, respectively, into shares of common stock on a one -for-one basis.

During the nine months ended September 30, 2025 and 2024, OP Unit holders redeemed 5,694 and 54,342 OP Units, respectively, into shares of common stock on a one -for-one basis.

Note 11 – Stock-Based Compensation

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The Omnibus Incentive Plan is administered by the Compensation Committee of the Board of Directors.

As of June 30, 2025, the only stock-based compensation granted by the Company were RSUs.

The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive (loss) income was $ 1.5 million for both the three months ended June 30, 2025 and 2024.

Stock-based compensation expense was $ 2.9 million and $ 3.3 million for the six months ended June 30, 2025 and 2024, respectively.

As of September 30, 2025, the only stock-based compensation granted by the Company were RSUs.

The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss was $ 1.5 million and $ 1.4 million for the three months ended September 30, 2025 and 2024, respectively.

Stock-based compensation expense was $ 4.4 million and $ 4.7 million for the nine months ended September 30, 2025 and 2024, respectively.

All awards of unvested restricted stock units are expected to fully vest over the next one to five years .

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The vesting terms of these grants are specific to the individual grant and vest in equal annual installments over the next one to five years .

The following table summarizes service-based RSU activity for the period ended June 30, 2025:

The following table summarizes service-based RSU activity for the period ended September 30, 2025:

Shares Weighted Average Grant Date Fair Value per Share

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Vested during the period ( 163,112 ) 18.70

Unvested RSU grants outstanding as of June 30, 2025 455,352 $ 15.82

For both the three months ended June 30, 2025 and 2024, the Company recognized $ 0.9 million in stock-based compensation expense associated with service-based RSUs.

For the six months ended June 30, 2025 and 2024, the Company recognized $ 1.7 million and $ 1.9 million, respectively, in stock-based compensation expense associated with service-based RSUs.

As of June 30, 2025 and December 31, 2024, the remaining unamortized stock-based compensation expense totaled $ 5.4 million and $ 3.3 million, respectively, and as of June 30, 2025, these awards are expected to be recognized over a remaining weighted average period of 2.1 years.

Unvested RSU grants outstanding as of September 30, 2025 440,257 $ 15.74

For the three months ended September 30, 2025 and 2024, the Company recognized $ 0.9 million and $ 0.8 million, respectively, in stock-based compensation expense associated with service-based RSUs.

For the nine months ended September 30, 2025 and 2024, the Company recognized $ 2.6 million and $ 2.6 million, respectively, in stock-based compensation expense associated with service-based RSUs.

As of September 30, 2025 and December 31, 2024, the remaining unamortized stock-based compensation expense totaled $ 4.5 million and $ 3.3 million, respectively, and as of September 30, 2025, these awards are expected to be recognized over a remaining weighted average period of 2.0 years.

Stock-based compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award.

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Performance-Based RSUs (total shareholder return)

Pursuant to the Omnibus Incentive Plan, the Company has made market-based RSU grants to certain employees.

Pursuant to the Omnibus Incentive Plan, the Company has made performance-based RSU grants to certain employees.

These grants are subject to the participant’s continued service over a three year period with 40 % of the award based on the Company’s total shareholder return (“TSR”) as compared to the TSR of identified peer companies and 60 % of the award based on total absolute TSR over the cumulative three year period.

The performance period of these grants runs through February 28, 2026, December 31, 2026, and December 31, 2027.

Grant date fair value of the market-based share awards was calculated using the Monte Carlo simulation model, which incorporated stock price volatility of the Company and each of the Company’s peers and other variables over the performance period.

Grant date fair value of the performance-based share awards was calculated using the Monte Carlo simulation model, which incorporated stock price volatility of the Company and each of the Company’s peers and other variables over the performance period.

Significant inputs for the current period calculation were expected volatility of the Company of 24.4 % and expected volatility of the Company’s peers, ranging from 19.5 % to 98.2 %, with an average volatility of 29.9 % and a risk-free interest rate of 4.00 %.

The fair value per share on the grant date specific to the target TSR relative to the Company’s peers was $ 15.86 and the target absolute TSR was $ 14.28 for a weighted average grant date fair value of $ 14.91 per share.

Stock-based compensation expense associated with unvested market-based share awards is recognized on a straight-line basis over the minimum required service period of three years .

The following table summarizes market-based RSU activity for the period ended June 30, 2025:

Stock-based compensation expense associated with unvested performance-based share awards is recognized on a straight-line basis over the minimum required service period of three years .

The following table summarizes performance-based RSU activity for the period ended September 30, 2025:

Shares Weighted Average Grant Date Fair Value per Share

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Forfeited during the period ( 68,525 ) 22.38

Unvested RSU grants outstanding as of June 30, 2025 392,130 $ 16.45

For both the three months ended June 30, 2025 and 2024, the Company recognized $ 0.5 million in stock-based compensation expense associated with market-based RSUs.

For the six months ended June 30, 2025 and 2024, the Company recognized $ 1.0 million and $ 1.1 million, respectively, in stock-based compensation expense associated with market-based RSUs.

As of June 30, 2025 and December 31, 2024, the remaining unamortized stock-based compensation expense totaled $ 3.9 million and $ 2.4 million, respectively, and as of June 30, 2025, these awards are expected to be recognized over a remaining weighted average period of 2.1 years.

Unvested RSU grants outstanding as of September 30, 2025 392,130 $ 16.45

For the three months ended September 30, 2025 and 2024, the Company recognized $ 0.6 million and $ 0.5 million, respectively, in stock-based compensation expense associated with performance-based RSUs.

For both the nine months ended September 30, 2025 and 2024, the Company recognized $ 1.6 million in stock-based compensation expense associated with performance-based RSUs.

As of September 30, 2025 and December 31, 2024, the remaining unamortized stock-based compensation expense totaled $ 3.3 million and $ 2.4 million, respectively, and as of September 30, 2025, these awards are expected to be recognized over a remaining weighted average period of 1.9 years.

Alignment of Interest Program

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The Program is deemed to be a liability-classified award (accounted for as an equity-classified award as the service date precedes the grant date and the award would otherwise be classified as equity on grant date), which will be fair-valued and accrued over the applicable service period.

The total estimated fair value of the elections made for 2025 under the Program was approximately $ 1.0 million as of June 30, 2025.

The total estimated fair value of the elections made for 2025 under the Program was approximately $ 1.1 million as of September 30, 2025.

The award will be remeasured to fair value each reporting period until the unvested RSUs are granted.

For both the three and six months ended June 30, 2025, the Company recognized approximately $ 0.1 million in stock-based compensation expense associated with these awards.

For the three and nine months ended September 30, 2025, the Company recognized approximately $ 0.1 million and $ 0.2 million, respectively, of stock-based compensation expense associated with these awards.

Previous awards under the Program that have been granted are included within service-based RSUs above.

Note 12 – Earnings Per Share

Net income (loss) per common share has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings per Share.

Net income (loss) per common share has been computed pursuant to the guidance in the ASC Topic 260, Earnings per Share.

Basic earnings per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

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The Company has noncontrolling interests in the form of OP Units which are convertible into common stock and represent potentially dilutive securities, as the OP Units may be redeemed for cash or, at the Company’s election, exchanged for shares of the Company’s common stock on a one -for-one basis.

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income (loss) per common share for the three and six months ended June 30, 2025 and 2024.

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

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2025 and 2024.

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands, except share and per share data) 2025 2024 2025 2024

8 unchanged sentences

Unvested RSUs 420,132 — 218,847 —

Unsettled shares under open forward equity contracts 1,327,773 — 442,591 —

Weighted average common shares outstanding, diluted 85,641,948 77,610,680 83,429,550 74,822,286

1 unchanged sentence

Net income (loss) available to common stockholders per common share, diluted $ 0.01 $ ( 0.07 ) $ 0.07 $ ( 0.09 )

For the three months ended June 30, 2024, diluted net loss per common share does not assume the conversion of 440,654 OP Units, 69,023 unvested RSUs, or 254,299 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.

For the six months ended June 30, 2024, diluted net loss per common share does not assume the conversion of 459,520 OP Units, 118,790 unvested RSUs, or 462,103 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.

As of June 30, 2025 and December 31, 2024, there were 424,956 OP Units outstanding.

For the three months ended September 30, 2024, diluted net loss per common share does not assume the conversion of 433,942 OP Units, 115,703 unvested RSUs, or 10,219 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.

For the nine months ended September 30, 2024, diluted net loss per common share does not assume the conversion of 450,952 OP Units, 117,761 unvested RSUs, or 311,475 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.

As of September 30, 2025 and December 31, 2024, there were 419,262 and 424,956 OP Units outstanding, respectively.

Note 13 – Commitments and Contingencies

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These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase or extend funding.

As of June 30, 2025, the Company had tenant improvement allowance commitments totaling approximately $ 4.1 million, which is expected to be funded within the next 18 months.

Additionally, as of June 30, 2025, the Company had commitments to fund property developments totaling $ 6.6 million, which is expected to be funded over the next 12 months.

The Company also had commitments to extend funds under mortgage loans receivable of $ 14.0 million as of June 30, 2025, which is expected to occur over the next 18 months.

As of September 30, 2025, the Company had tenant improvement allowance commitments totaling approximately $ 6.3 million, commitments to fund property developments totaling $ 6.3 million, and commitments to extend funds under mortgage loans receivable of $ 11.4 million, all of which are expected to occur by the end of 2026.

In August 2021, the Company entered into a lease agreement on a new corporate office space, which is classified as an operating lease.

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Annual rent expense, excluding operating expenses, is approximately $ 0.5 million during the initial term.

As of June 30, 2025, the Company did not have any other material commitments for re-leasing costs, recurring capital expenditures, non-recurring building improvements, or similar types of costs.

As of September 30, 2025, the Company did not have any other material commitments for re-leasing costs, recurring capital expenditures, non-recurring building improvements, or similar types of costs.

Note 14 – Subsequent Events

The Company has evaluated all events that occurred subsequent to June 30, 2025 through the date on which these condensed consolidated financial statements were issued to determine whether any of these events required disclosure in the financial statements.

The Company has evaluated all events that occurred subsequent to September 30, 2025 through the date on which these condensed consolidated financial statements were issued to determine whether any of these events required disclosure in the financial statements.

Common Stock Dividend

On July 21, 2025, the Company’s Board of Directors declared a cash dividend of $ 0.215 per share for the third quarter of 2025.

The dividend will be paid on September 15, 2025 to stockholders of record on September 2, 2025.

On October 24, 2025, the Company’s Board of Directors declared a cash dividend of $ 0.215 per share for the fourth quarter of 2025.

The dividend will be paid on December 15, 2025 to stockholders of record on December 1, 2025.

Forward Equity Sales

In July 2025, the Company entered into forward sale agreements with respect to an aggregate 107,400 shares of its common stock under the 2024 ATM Program at a weighted average price of $ 16.94 per share.

Revolver Activity

In July 2025, the Company repaid $ 4.5 million, net of borrowings, on the Revolver.

In October 2025, the Company entered into forward sale agreements with respect to an aggregate 1,556,592 shares of its common stock under the 2024 ATM Program at a weighted-average price of $ 18.26 per share.

ATM Settlements

In October 2025, the Company issued 82,500 shares of common stock under the 2024 ATM Program at a price of $ 18.10 per share for net proceeds of approximately $ 1.5 million.

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What changed 10-Q

Item 1. Financial Statements