What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-27 compared with 2025-07-23 · 174 added, 159 removed, 289 unchanged (54% of the section changed)

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We also invest in property developments and mortgage loans secured by real estate.

As of June 30, 2025, we owned or had investments in 707 properties diversified by tenant, industry, and geography, comprising 106 different tenants across 27 retail sectors in 45 states.

As of September 30, 2025, we owned or had investments in 723 properties diversified by tenant, industry, and geography, comprising 114 different tenants across 28 retail sectors in 45 states.

This includes two property developments where rent has not yet commenced.

We focus on tenants in industries where a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including home improvement, auto parts, drug stores and pharmacies, general retail, grocers, convenience stores, discount stores, and quick-service restaurants, all of which we refer to as defensive retail industries.

As of June 30, 2025, our investments generated ABR 1 of $172.9 million.

As of September 30, 2025, our investments generated ABR 1 of $183.2 million.

Approximately 47% of our ABR is from investment grade 2 credit rated tenants and an additional 15% of our ABR is derived from tenants with an investment grade profile 3 .

Our portfolio was 99.9% occupied and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 9.8 years, which we believe provides a strong, stable source of recurring cash flow.

1 Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for all executed mortgage loans as of June 30, 2025.

Our portfolio was 99.9% occupied and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 9.9 years.

1 Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for all executed mortgage loans as of September 30, 2025.

2 We define “investment grade” tenants as tenants, or tenants that are subsidiaries of a parent entity, with a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s), or NAIC2 (National Association of Insurance Commissioners) or higher.

3 We define “investment grade profile” tenants as tenants with metrics of more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x but do not carry a published rating from S&P, Moody’s, or NAIC.

January 2025 Debt Transactions

On January 15, 2025, we amended our existing credit agreements agented by PNC Bank, National Association (the “PNC Credit Agreement”), Wells Fargo Bank, National Association (the “Wells Fargo Credit Agreement”) and Truist Bank (the “Truist Credit Agreement”).

The PNC Credit Agreement was amended and restated and provides for:

a new $175.0 million senior unsecured term loan (the “2030 Term Loan B”);

an existing $200.0 million senior unsecured term loan, which was fully funded under the existing PNC Credit Agreement (the “2028 Term Loan”);

and an upsized $500.0 million senior unsecured revolving credit facility (increased from $400.0 million under the existing PNC Credit Agreement) (the “Revolver”).

The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at our election, a one-year option to extend the maturity to January 2030.

The 2030 Term Loan B was fully funded on the closing date and we have hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 5.12% through January 2030.

The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the existing $175.0 million senior unsecured term loan (the “2030 Term Loan A”) thereunder from January 2027 to January 2029 with an option, at our election, to extend the maturity to January 2030.

The Truist Credit Agreement governs existing term loans thereunder (the “2029 Term Loan”).

Among other changes, each of the PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement were also amended to remove certain financial covenants and provide for revised, improved pricing when we meet certain investment grade rating and leverage targets.

2024 ATM Program

On August 12, 2024, we entered into a $300.0 million at-the-market equity program (the “2024 ATM Program”) through which, from time to time, we may sell shares of our common stock in registered transactions.

During 2025, we entered into forward sale agreements with respect to an aggregate 2,190,299 shares of its common stock under the 2024 ATM Program at a weighted average price of $16.40 per share.

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

We 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 the stated maturity dates of April 30, 2026 and June 11, 2026.

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

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

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

Three and Six Months Ended June 30, 2025 (1)

July 2025 Follow-On Offering

In July 2025, we completed a registered public offering of 12,420,000 shares of our 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, we entered into forward sale agreements for 12,420,000 shares of our common stock.

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

We expect 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.

September 2025 Debt Transactions

On September 25, 2025, we entered into a Term Loan Agreement (the “PNC Term Loan Agreement”) which provides for:

a $200.0 million senior unsecured term loan (the “2031 Term Loan”), all of which was funded on the closing date, and a $250.0 million senior unsecured term loan (the “2032 Term Loan”), of which $100.0 million was funded on the closing date and the remaining $150.0 million will be available as a delayed draw term loan commitment until September 25, 2026.

The 2031 Term Loan matures on March 25, 2031 and the 2032 Term Loan matures on September 24, 2032.

We have fully hedged the 2031 Term Loan at an all-in fixed interest rate of 4.59% through March 2031.

We have partially hedged $200.0 million of the 2032 Term Loan at an all-in fixed interest rate of 4.92% through September 2032, with the remaining $50.0 million of the 2032 Term Loan currently unhedged.

Further, we amended our existing credit agreements agented by PNC Bank, National Association (the “PNC Credit Agreement”), Wells Fargo Bank, National Association (the “Wells Fargo Credit Agreement”) and Truist Bank (the “Truist Credit Agreement”), implementing certain conforming changes including, without limitation, removing the SOFR credit spread adjustments in those agreements.

During 2025, we entered into forward sale agreements with respect to an aggregate 3,342,894 shares of common stock under our existing ATM program at a weighted-average price of $16.95 per share.

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

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

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

Nine Months Ended September 30, 2025

Shares of common stock issued (1)

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Sales commissions and offering costs $ 342

(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.

(1) 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.

Results of Operations

We continued to grow our assets held for investment during the first half of 2025 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average capitalization rate of approximately 7.7%.

This growth was financed through the amendment of our PNC Credit Agreement and receipt of proceeds of $175.0 million under the 2030 Term Loan B, settlement of shares of common stock through our forward sale agreements in an amount of $17.9 million, the issuance of common stock under the 2024 ATM Program in an amount of $10.5 million, the usage of cash balances as a result of borrowings on our Revolver, the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the six months ended June 30, 2025.

During the three months ended June 30, 2025, we acquired 23 properties for a total purchase price of $96.5 million, inclusive of $1.0 million of capitalized acquisition costs.

We continued to grow our assets held for investment during the nine months ended September 30, 2025 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average capitalization rate of approximately 7.6%.

This growth was financed through the PNC Term Loan Agreement and receipt of proceeds of $200.0 million and $100.0 million under the 2031 Term Loan and 2032 Term Loan, respectively, the amendment of our PNC Credit Agreement and receipt of proceeds under our $175.0 million senior unsecured term loan (the “2030 Term Loan B”), settlement of shares of common stock through our forward sale agreements in an amount of $17.9 million, the issuance of common stock under the 2024 ATM Program in an amount of $10.5 million, the usage of cash balances as a result of borrowings on our Revolver, the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the nine months ended September 30, 2025.

During the three months ended September 30, 2025, we acquired 46 properties for a total purchase price of $194.3 million, inclusive of $2.3 million of capitalized acquisition costs.

The acquisitions were all accounted for as asset acquisitions.

These properties are located in nine states with a WALT of approximately 15.9 years.

During the six months ended June 30, 2025, we acquired 41 properties for a total purchase price of $174.0 million, inclusive of $1.9 million of capitalized acquisition costs.

These properties are located in 20 states with a WALT of approximately 13.4 years.

During the nine months ended September 30, 2025, we acquired 87 properties for a total purchase price of $368.3 million, inclusive of $4.2 million of capitalized acquisition costs.

The acquisitions were all accounted for as asset acquisitions.

These properties are located in 28 states with a WALT of approximately 13.1 years.

As of June 30, 2025, we had two property developments under construction.

During the three and six months ended June 30, 2025, we invested $1.4 million and $2.2 million, respectively, in property developments.

During the six months ended June 30, 2025, we completed development on two projects and reclassified approximately $6.5 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying condensed consolidated balance sheets.

As of September 30, 2025, we had two property developments under construction.

During the three and nine months ended September 30, 2025, we invested $0.1 million and $2.2 million, respectively, in property developments.

During the nine months ended September 30, 2025, we completed development on two projects and reclassified approximately $6.5 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying condensed consolidated balance sheets.

Rent commenced for both of the completed developments in the second quarter of 2025.

The remaining two developments 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 June 30, 2025.

During the three months ended June 30, 2025, we sold 20 properties for a total sales price, net of disposal costs, of $55.6 million, recognizing a net gain of $3.5 million on the sales.

During the six months ended June 30, 2025, we sold 36 properties for a total sales price, net of disposal costs, of $94.2 million, recognizing a net gain of $5.6 million on the sales.

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.

During the three months ended September 30, 2025, we sold 24 properties for a total sales price, net of disposal costs, of $36.0 million, recognizing a net gain of $1.1 million on the sales.

During the nine months ended September 30, 2025, we sold 60 properties for a total sales price, net of disposal costs, of $130.2 million, recognizing a net gain of $6.7 million on the sales.

Investment in Mortgage Loans Receivable

During the three and six months ended June 30, 2025, we invested an additional $15.3 million and $25.7 million, respectively, in fully collateralized mortgage loans receivable with stated interest rates ranging from 7.00% to 10.25%.

In addition, during the three and six months ended June 30, 2025, we collected $7.4 million and $12.1 million, respectively in principal on our mortgage loans receivable.

The mortgage loans receivable are collateralized by real estate, primarily leased by investment grade credit rated tenants.

During the three and nine months ended September 30, 2025, we invested an additional $9.6 million and $35.3 million, respectively, in fully collateralized mortgage loans receivable with stated interest rates ranging from 7.00% to 10.25%.

In addition, during the three and nine months ended September 30, 2025, we collected $12.5 million and $24.7 million, respectively, in principal on our mortgage loans receivable.

Additionally, we sold three mortgage loans receivable at a discount in an effort to manage tenant exposure, recognizing non-credit related provisions for impairment of $1.4 million for the three and nine months ended September 30, 2025.

See discussion of our mortgage loans receivable portfolio included in “Note 4 – Real Estate Investments” of our condensed consolidated financial statements, included in “Item 1 – Financial Statements (unaudited)”.

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Changes in global or national market and economic conditions, such as global economic and financial market volatility and global geopolitical conflict, have caused, and may continue to cause, among other things, tightening in the credit markets, lower levels of liquidity, fluctuating interest rates and inflation, increases in the rate of default and bankruptcy, and lower consumer and business spending, which could materially and adversely affect us.

For example, the current and continuing macro-economic conditions of fluctuating inflation and fluctuating interest rates have increased the costs associated with acquiring new properties and decreased the availability of financing on terms that we find attractive, which has reduced our ability to acquire properties at our historical rate with attractive terms.

For example, the current and continuing macro-economic conditions, including variable inflation and changing interest rates, may increase the costs associated with acquiring new properties and decrease the availability of financing on terms that we find attractive, which could reduce our ability to acquire properties at our historical rate with attractive terms.

Additionally, other macroeconomic pressures in the U.S.

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current or potential tenants may delay or postpone entering into long-term leases with us;

continuing increased costs of acquiring new properties on attractive terms;

inability to borrow on terms and conditions that we find to be acceptable, which could continue to reduce our ability to pursue acquisition opportunities or increase future interest expense;

increased costs of acquiring new properties on attractive terms;

inability to borrow on terms and conditions that we find to be acceptable, which could reduce our ability to pursue acquisition opportunities or increase future interest expense;

and the recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of buyer financing.

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We continually monitor the commercial real estate and credit markets carefully and, if required, will make decisions to adjust our business strategy accordingly.

Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024

Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024

The following table sets forth our operating results for the periods indicated (in thousands):

Three Months Ended

September 30,

Rental revenue (including reimbursable) $ 45,026 $ 38,172

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Interest expense, net (12,636) (7,965)

Gain on sales of real estate, net 3,533 8

Other income (expense), net 81 (2,588)

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

Other income, net

Total other expense, net

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Net income (loss) $ 621 $ (5,322)

Revenue for the three months ended June 30, 2025 increased by $8.7 million to $48.3 million from $39.6 million for the three months ended June 30, 2024, which is attributed to an increase in the number of our operating leases and properties securing our mortgage loans.

The increase includes additional cash rental receipts of $6.7 million, an increase of $0.4 million related to interest income on mortgage loans receivable, combined net increases of property expense reimbursements of $1.0 million, and an increase of $0.6 million in straight-line rental revenue.

Revenue for the three months ended September 30, 2025 increased by $6.9 million to $48.3 million from $41.4 million for the three months ended September 30, 2024, which is primarily attributed to an increase in the number of our operating leases.

The increase includes additional cash rental receipts of $5.8 million, combined net increases of property expense reimbursements of $0.7 million, and an increase of $0.4 million in straight-line rental revenue.

Total operating expenses.

Total expenses increased by $4.3 million to $36.0 million for the three months ended June 30, 2025 as compared to $31.7 million for the three months ended June 30, 2024.

The increase is primarily attributed to an increase in the number of operating properties, with the most significant increases being depreciation and amortization expense, provisions for impairment, property-specific reimbursable expenses, and payroll-related costs.

Total operating expenses decreased by $2.8 million to $36.3 million for the three months ended September 30, 2025 as compared to $39.1 million for the three months ended September 30, 2024.

The decrease is primarily attributed to a decrease in provisions for impairment, partially offset by increases in depreciation and amortization expense and payroll-related expenses.

Total operating expenses include the following:

• Property expenses.

Property expenses increased $0.5 million to $4.5 million for the three months ended June 30, 2025 from $4.0 million for the three months ended June 30, 2024.

The increase is primarily attributed to the increase in the number of operating properties, including combined net increases of reimbursable property expenses of $0.3 million, of which $0.4 million were related to reimbursable property taxes, partially offset by a decrease of $0.1 million of other reimbursable costs, and combined net increases of non-reimbursable property expenses of $0.2 million, primarily related to property insurance.

Property expenses decreased by $0.2 million to $4.3 million for the three months ended September 30, 2025 from $4.5 million for the three months ended September 30, 2024.

The decrease is primarily attributed to combined net decreases of reimbursable property expenses of $0.2 million, of which $0.4 million were related to reimbursable common area maintenance and $0.1 million were related to reimbursable insurance, partially offset by an increase of $0.3 million of reimbursable property taxes.

• General and administrative expenses.

General and administrative expenses increased $0.2 million to $5.5 million for the three months ended June 30, 2025 from $5.3 million for the three months ended June 30, 2024.

The increases within general and administrative expense were primarily related to an increase of $0.5 million of bonus expense, an increase of $0.2 million of stock-based compensation, an increase of $0.1 million of payroll expense, and other combined net increases of $0.1 million.

These expenses were partially offset by decreases of $0.6 million of severance expenses and $0.1 million of legal expenses.

While our general and administrative expenses will continue to rise in some measure as our portfolio grows, we expect that such expenses as a percentage of our portfolio will decrease over time due to efficiencies and economies of scale.

General and administrative expenses increased by $0.8 million to $5.1 million for the three months ended September 30, 2025 from $4.3 million for the three months ended September 30, 2024.

The increases within general and administrative expense were primarily related to an increase of $0.6 million of bonus expense and an increase of $0.2 million of payroll expense.

While our general and administrative expenses will continue to rise in some measure as our portfolio grows, we expect that such expenses, as a percentage of our portfolio ABR and total assets, will decrease over time due to operating efficiencies and economies of scale.

• Depreciation and amortization.

Depreciation and amortization expense increased $3.0 million to $21.5 million for the three months ended June 30, 2025 from $18.5 million for the three months ended June 30, 2024.

Depreciation and amortization expense increased by $1.0 million to $21.4 million for the three months ended September 30, 2025 from $20.4 million for the three months ended September 30, 2024.

The increase in depreciation and amortization is proportionate to the increase in the size of the portfolio over the comparable period with associated increases primarily in building depreciation expense of $0.6 million, building improvements depreciation expense of $0.3 million, and in-place lease amortization expense of $0.1 million.

• Provision for impairment.

For the three months ended June 30, 2025, we recorded provisions for impairment of $4.4 million on nine properties, all of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed of during three months ended June 30, 2025.

For the three months ended June 30, 2024, we recorded provisions for impairment of $3.8 million on 12 properties, the majority of which were classified as held-for-sale or disposed of during the three months ended June 30, 2024.

Two of the properties were held for investment as of June 30, 2024.

• Provisions for impairment.

For the three months ended September 30, 2025, we recorded provisions for impairment of $5.5 million on 13 properties and three mortgage loans receivable, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed during the three months ended September 30, 2025.

One of the properties was held for investment as of September 30, 2025.

For the three months ended September 30, 2024, we recorded provisions for impairment of $9.8 million on 18 properties, the majority of which were classified as held-for-sale or disposed during the three months ended September 30, 2024.

Three of the properties were held for investment as of September 30, 2024.

Property disposals relate to management’s continuous assessment of the Company’s portfolio in an effort to improve returns and manage risk exposure.

Interest expense, net.

Interest expense increased by $5.0 million to $12.6 million for the three months ended June 30, 2025 from $7.6 million for the three months ended June 30, 2024.

The increase is attributed to an increase of $2.5 million of interest related to our term loans, primarily related to our new 2030 Term Loan B, $0.4 million of interest incurred under our Revolver, primarily due to an increase in average borrowings outstanding, an increase of $1.7 million in amortization of deferred losses on interest rate swaps, an increase of $0.2 million in amortization of loan fees associated with the January 2025 debt transactions, and an increase of $0.2 million of capitalized interest on our property developments.

Gain on sales of real estate, net.

Net gain on sales of real estate increased by $3.5 million for the three months ended June 30, 2025 from less than $0.1 million for the three months ended June 30, 2024.

For the three months ended June 30, 2025, 20 properties were sold for a sales price, net of disposal costs, of $55.6 million.

For the three months ended June 30, 2024, six properties were sold for a sales price, net of disposal costs, of $12.1 million.

Other income (expense), net.

Other income (expense), net increased by $2.7 million to $0.1 million of net other income for the three months ended June 30, 2025 from $2.6 million of net expense for the three months ended June 30, 2024.

The net decrease to expense is primarily related to events that occurred during the three months ended June 30, 2024, including a transfer fraud loss of $2.8 million, net of insurance recoveries, $0.5 million of losses associated with property damages related to flooding, partially offset by $0.5 million of proceeds received from the settlement of a lease escrow agreement during the three months ended June 30, 2024.

Interest expense increased by $4.6 million to $12.6 million for the three months ended September 30, 2025 from $8.0 million for the three months ended September 30, 2024.

The increase is primarily attributable to an increase of $2.7 million of interest related to our term loans, of which $2.3 million was related to our new 2030 Term Loan B, an increase of $1.7 million in amortization of deferred losses on interest rate swaps, and an increase of $0.2 million in amortization of loan fees associated with the January 2025 debt transactions.

Gain (loss) on sales of real estate, net.

Net gain (loss) on sales of real estate increased by $1.2 million to a $1.1 million gain for the three months ended September 30, 2025 from a $0.1 million loss for the three months ended September 30, 2024.

For the three months ended September 30, 2025, 24 properties were sold for a sales price, net of disposal costs, of $36.0 million.

For the three months ended September 30, 2024, eight properties were sold for a sales price, net of disposal costs, of $23.0 million.

Other income, net.

Other income, net decreased by $0.2 million to $0.2 million for the three months ended September 30, 2025 from $0.4 million for the three months ended September 30, 2024.

The decrease is primarily related to a $0.2 million reduction in insurance recoveries associated with prior year property damages and an increase of $0.1 million of third-party debt issuance costs expensed as a result of the September 2025 debt transactions.

Net income (loss).

Net income increased $5.6 million to net income of $3.3 million for the three months ended June 30, 2025 from a net loss of $2.3 million for the three months ended June 30, 2024.

Net income increased primarily due to additional rental revenues associated with the growth of our real estate investment portfolio, an increase in the net gain on the sales of real estate, and the occurrence of a transfer fraud loss in the prior year.

These increases are partially offset by increases in interest expense and depreciation and amortization expense.

Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024

Net income increased by $5.9 million to net income of $0.6 million for the three months ended September 30, 2025 from a net loss of $5.3 million for the three months ended September 30, 2024.

These increases are partially offset by increases in interest expense, depreciation and amortization expense, and bonus and payroll-related expenses.

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

The following table sets forth our operating results for the periods indicated (in thousands):

Six Months Ended

Nine Months Ended

September 30,

Rental revenue (including reimbursable) $ 132,774 $ 110,226

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Loss on debt extinguishment (46) —

Other expense, net

(124) (2,868)

Other income (expense), net

Total other expense, net (30,004) (23,326)

4 unchanged sentences

$ 5,610 $ (6,576)

Revenue for the six months ended June 30, 2025 increased by $17.0 million to $94.2 million from $77.2 million for the six months ended June 30, 2024, which is attributed to an increase in the number of our operating leases and properties securing our mortgage loans.

The increase includes additional cash rental receipts of $13.5 million, an increase of $1.1 million related to interest income on mortgage loans receivable, combined net increases of property expense reimbursements of $1.1 million, an increase of $1.0 million in straight-line rental revenue, and an increase of $0.2 million of other revenue related to settlement proceeds associated with a lease termination.

Revenue for the nine months ended September 30, 2025 increased by $23.8 million to $142.5 million from $118.7 million for the nine months ended September 30, 2024, which is attributed to an increase in the number of our operating leases and properties securing our mortgage loans.

The increase includes additional cash rental receipts of $19.3 million, combined net increases of property expense reimbursements of $1.9 million, an increase of $1.4 million in straight-line rental revenue, an increase of $1.0 million related to interest income on mortgage loans receivable, and an increase of $0.2 million of other revenue related to settlement proceeds associated with a lease termination.

Total operating expenses.

Total expenses increased by $7.7 million to $70.5 million for the six months ended June 30, 2025 as compared to $62.8 million for the six months ended June 30, 2024.

Total expenses increased by $4.9 million to $106.8 million for the nine months ended September 30, 2025 as compared to $101.9 million for the nine months ended September 30, 2024.

The increase is primarily attributed to an increase in the number of operating properties, with the most significant increases being depreciation and amortization expense, property-specific reimbursable expenses, and payroll-related costs, offset by a decrease in employee severance and a decrease in provisions for impairment.

Total operating expenses include the following:

• Property expenses.

Property expenses increased $1.2 million to $9.3 million for the six months ended June 30, 2025 from $8.1 million for the six months ended June 30, 2024.

The increase is primarily attributed to the increase in the number of operating properties, including combined net increases of reimbursable property expenses of $0.8 million, of which $0.7 million were related to reimbursable property taxes, and combined net increases of non-reimbursable property expenses of $0.4 million, of which $0.3 million were related to property insurance.

Property expenses increased by $1.0 million to $13.6 million for the nine months ended September 30, 2025 from $12.6 million for the nine months ended September 30, 2024.

The increase is primarily attributed to the increase in the number of operating properties, including combined net increases of reimbursable property expenses of $0.6 million, of which $1.1 million were related to reimbursable property taxes, which were offset by decreases of $0.3 million and $0.2 million of reimbursable common area maintenance and reimbursable insurance, respectively, and combined net increases of non-reimbursable property expenses of $0.4 million, of which $0.3 million were related to property insurance.

• General and administrative expenses.

General and administrative expenses decreased $0.4 million to $10.6 million for the six months ended June 30, 2025 from $11.0 million for the six months ended June 30, 2024.

The decrease is primarily due to a decrease of employee severance of $1.4 million, partially offset by an increase of $0.7 million of bonus expense and an increase of $0.2 million of stock-based compensation.

General and administrative expenses increased by $0.5 million to $15.8 million for the nine months ended September 30, 2025 from $15.3 million for the nine months ended September 30, 2024.

The increase is primarily due to an increase of $1.3 million of bonus expense, an increase of $0.3 million of stock-based compensation, and other net increases of $0.3 million, partially offset by a decrease of employee severance of $1.4 million.

• Depreciation and amortization.

Depreciation and amortization expense increased $6.3 million to $42.4 million for the six months ended June 30, 2025 from $36.1 million for the six months ended June 30, 2024.

Depreciation and amortization expense increased by $7.3 million to $63.8 million for the nine months ended September 30, 2025 from $56.5 million for the nine months ended September 30, 2024.

The increase in depreciation and amortization is proportionate to the increase in the size of the portfolio over the comparable period with associated increases primarily in building depreciation expense of $4.1 million, building improvements depreciation expense of $2.0 million, and in-place lease amortization expense of $1.2 million.

• Provision for impairment.

For the six months ended June 30, 2025, we recorded provisions for impairment of $8.0 million on 21 properties, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed of during six months ended June 30, 2025.

One of the properties was held for investment as of June 30, 2025.

For the six months ended June 30, 2024, we recorded provisions for impairment of $7.5 million on 23 properties, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed of during six months ended June 30, 2024.

Six properties were held for investment as of June 30, 2024.

• Provisions for impairment.

For the nine months ended September 30, 2025, we recorded provisions for impairment of $13.5 million on 34 properties and three mortgage loans receivable, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed during the nine months ended September 30, 2025.

Two properties were held for investment as of September 30, 2025.

For the nine months ended September 30, 2024, we recorded provisions for impairment of $17.3 million on 40 properties, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed during the nine months ended September 30, 2024.

Nine properties were held for investment as of September 30, 2024.

Property disposals relate to management’s continuous assessment of the Company’s portfolio in an effort to improve returns and manage risk exposure.

Interest expense, net.

Interest expense increased by $10.3 million to $24.1 million for the six months ended June 30, 2025 from $13.8 million for the six months ended June 30, 2024.

The increase is primarily attributed to an increase of $5.3 million of interest related to our term loans, of which $4.2 million, $0.8 million, and $0.4 million is related to our new 2030 Term Loan B, our 2029 Term Loan, and our 2030 Term Loan A, respectively.

Additional increases are related to $0.8 million of interest incurred under our Revolver, primarily due to an increase in average borrowings outstanding, an increase of $3.4 million in amortization of deferred losses on interest rate swaps, an increase of $0.3 million in amortization of loan fees associated with the January 2025 debt transactions, and an increase of $0.5 million of capitalized interest on our property developments.

Interest expense increased by $15.0 million to $36.7 million for the nine months ended September 30, 2025 from $21.7 million for the nine months ended September 30, 2024.

The increase is primarily attributable to an increase of $8.1 million of interest related to our term loans, of which $6.5 million, $0.8 million, and $0.7 million is related to our new 2030 Term Loan B, our $250.0 million senior unsecured term loan (the “2029 Term Loan”), and our $175.0 million senior unsecured term loan (the “2030 Term Loan A”), respectively.

Additional increases are related to an increase of $5.1 million in amortization of deferred losses on interest rate swaps, an increase of $0.7 million of interest incurred under our Revolver, primarily due to an increase in average borrowings outstanding, an increase of $0.6 million of capitalized interest on our property developments, and an increase of $0.5 million in amortization of loan fees associated with the January 2025 debt transactions.

Gain on sales of real estate, net.

Net gain on sales of real estate increased by $4.6 million to $5.6 million for the six months ended June 30, 2025 from $1.0 million for the six months ended June 30, 2024.

For the six months ended June 30, 2025, 36 properties were sold for a sales price, net of disposal costs, of $94.2 million.

For the six months ended June 30, 2024, 18 properties were sold for a sales price, net of disposal costs, of $32.5 million.

Other expense, net.

Other expense, net decreased by $2.8 million to $0.1 million for the six months ended June 30, 2025 from $2.9 million for the six months ended June 30, 2024.

The net decrease to expense is primarily related to events that occurred during the six months ended June 30, 2024, including a transfer fraud loss of $2.8 million, net of insurance recoveries, and $0.9 million of losses associated with property damages related to flooding and foundation issues, offset by $0.5 million of proceeds received from the settlement of a lease escrow agreement during the six months ended June 30, 2024 and $0.4 million of third-party debt issuance costs expensed as a result of the January 2025 debt transaction.

Net gain on sales of real estate increased by $5.8 million to $6.7 million for the nine months ended September 30, 2025 from $0.9 million for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, 60 properties were sold for a sales price, net of disposal costs, of $130.2 million.

For the nine months ended September 30, 2024, 26 properties were sold for a sales price, net of disposal costs, of $55.6 million.

Other income (expense), net.

Other income (expense), net decreased by $2.5 million to less than $0.1 million of other income for the nine months ended September 30, 2025 from $2.5 million of other expense for the nine months ended September 30, 2024.

The net decrease in expense is primarily related to events that occurred during the nine months ended September 30, 2024, including a transfer fraud loss of $2.8 million, net of insurance recoveries, and $0.9 million of losses associated with property damages offset by $0.2 million of insurance recoveries, partially offset by $0.5 million of proceeds received from the settlement of a lease escrow agreement during the nine months ended September 30, 2024 and $0.4 million and $0.1 million of third-party debt issuance costs expensed as a result of the January 2025 and September 2025 debt transactions.

Net income (loss).

Net income increased $6.3 million to net income of $5.0 million for the six months ended June 30, 2025 from a net loss of $1.3 million for the six months ended June 30, 2024.

Net income increased due to additional rental revenues associated with the growth of our real estate investment portfolio, in addition to increased interest income associated with our mortgage loans receivable, an increase in the net gain on the sales of real estate, a decrease of employee severance, and the occurrence of a transfer fraud loss in the prior year.

Net income increased by $12.2 million to net income of $5.6 million for the nine months ended September 30, 2025 from a net loss of $6.6 million for the nine months ended September 30, 2024.

Net income increased due to additional rental revenues associated with the growth of our real estate investment portfolio, in addition to increased interest income associated with our mortgage loans receivable, an increase in the net gain on the sales of real estate, a decrease in provisions for impairment, a decrease of employee severance, and the occurrence of a transfer fraud loss in the prior year.

The increase in net income is partially offset by increases in interest expense and depreciation and amortization expense.

Liquidity and Capital Resources

Our primary capital requirements are to fund property acquisitions and developments, fund investments in mortgage loans receivable and required interest payments, and fund working capital needs, operating expenses, and capital expenditures.

Our primary capital requirements include funding property acquisitions and developments, investments in mortgage loans receivable, required debt interest payments, as well as working capital needs, operating expenses, and capital expenditures.

Our capital resources primarily consist of cash from operations, sales of equity securities, and available borrowing facilities.

As of June 30, 2025, we had $200.0 million outstanding principal amount under the 2028 Term Loan, $250.0 million outstanding principal amount under the 2029 Term Loan, $175.0 million outstanding principal amount under the 2030 Term Loan A, $175.0 million outstanding principal amount under the 2030 Term Loan B, and $127.0 million of borrowings outstanding under the Revolver.

Additionally, as of June 30, 2025, we had $30.3 million and $20.3 million of unsettled forward equity under our prior at-the-market equity program and our $300.0 million at-the-market equity program entered into in August 2024 (the “2024 ATM Program”), respectively.

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

Lastly, we had $151.0 million of unsettled forward equity under the January 2024 follow-on offering forward sale agreements as of June 30, 2025.

On January 15, 2025, we amended our PNC Credit Agreement to provide for:

a new $175.0 million 2030 Term Loan B and an upsized $500.0 million Revolver.

As of September 30, 2025, we had $200.0 million outstanding principal amount under the $200.0 million senior unsecured term loan (the “2028 Term Loan”), $250.0 million outstanding principal amount under the 2029 Term Loan, $175.0 million outstanding principal amount under the 2030 Term Loan A, $175.0 million outstanding principal amount under the 2030 Term Loan B, $200.0 million outstanding principal amount under the 2031 Term Loan, and $100.0 million outstanding principal amount under the 2032 Term Loan.

Additionally, as of September 30, 2025, we had $40.8 million and $30.2 million of unsettled forward equity under our 2024 ATM Program and prior at-the-market equity program, respectively.

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

Lastly, we had $150.5 million and $209.7 million of unsettled forward equity under the January 2024 and July 2025 follow-on offering forward sale agreements, respectively, as of September 30, 2025.

On January 15, 2025, we amended our PNC Credit Agreement to provide for a new $175.0 million 2030 Term Loan B and an upsized $500.0 million Revolver.

The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at our election, a one-year option to extend the maturity to January 2030.

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The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the existing $175.0 million 2030 Term Loan A from January 2027 to January 2029 with an option, at our election, to extend the maturity to January 2030.

We believe the availability of proceeds from the settlement of unsettled outstanding forward sale agreements, future issuances of shares of our common stock under the 2024 ATM Program, or subsequent at-the-market sale programs, as well as our cash flows from operations and available borrowing capacity under the Revolver, will be adequate to support our ongoing operations and to fund our debt service requirements, capital expenditures, and working capital requirements for at least the next 12 months.

We anticipate funding our long-term capital needs through cash provided from operations, borrowings under our Revolver, and issuances of common stock.

On September 25, 2025, we entered into a PNC Term Loan Agreement to provide for a new $200.0 million 2031 Term Loan, which was fully funded on the closing date, and a $250.0 million 2032 Term Loan, of which $100.0 million was funded on the closing date and the remaining $150.0 million will be available until September 25, 2026.

The 2031 Term Loan matures on March 25, 2031 and the 2032 Term Loan matures on September 24, 2032.

We have hedged the entire $200.0 million 2031 Term Loan at an all-in fixed interest rate of 4.59% through March 2031.

We believe the availability of proceeds from our debt, proceeds from the settlement of unsettled outstanding forward sale agreements, future issuances of shares of our common stock under our ATM program or subsequent at-the-market sale programs, as well as our cash flows from operations and available borrowing capacity under the Revolver, will be adequate to support our ongoing operations and to fund our debt service requirements, capital expenditures, and working capital requirements for at least the next 12 months.

We anticipate funding our long-term capital needs through cash provided from operations, borrowings under our 2032 Term Loan, borrowings under our Revolver, and issuances of common stock.

Contractual Obligations and Commitments

As of June 30, 2025, our contractual debt obligations primarily include the maturity of our 2028 Term Loan with the scheduled principal payment due on February 11, 2028, the maturity of our 2029 Term Loan with the scheduled principal payment due on July 3, 2026, the maturities of our 2030 Term Loan A and 2030 Term Loan B with the scheduled principal payments due on January 15, 2029, and the repayment of borrowings on our Revolver with a contractual maturity of January 15, 2029.

During the six months ended June 30, 2025, we borrowed $143.0 million at a weighted average interest rate of 5.42% and also repaid $255.0 million on our Revolver.

The following table provides information with respect to our commitments as of June 30, 2025 (in thousands):

As of September 30, 2025, our contractual debt obligations primarily include the maturity of our 2028 Term Loan with the scheduled principal payment due on February 11, 2028, the maturity of our 2029 Term Loan with the scheduled principal payment due on July 3, 2026, the maturities of our 2030 Term Loan A and 2030 Term Loan B with the scheduled principal payments due on January 15, 2029, the maturity of our 2031 Term Loan with the scheduled principal payment due on March 25, 2031, and the maturity of our 2032 Term Loan with the scheduled principal payment due on September 24, 2032.

During the nine months ended September 30, 2025, we borrowed $199.0 million at a weighted average interest rate of 5.47% and also repaid $438.0 million on our Revolver.

The following table provides information with respect to our commitments as of September 30, 2025 (in thousands):

Payment Due by Period

Total From July 1, 2025 to December 31, 2025 2026 - 2027 2028 - 2029 Thereafter

Total From October 1, 2025 to December 31, 2025 2026 - 2027 2028 - 2029 Thereafter

Contractual Obligations

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28,953 2,216 17,584 9,153 —

Revolver – Borrowings 127,000 — — 127,000 —

Revolver – Variable interest 24,583 3,496 13,868 7,219 —

2031 Term Loan – Principal 200,000 — — — 200,000

2031 Term Loan – Variable interest (1)

50,296 2,312 18,349 18,349 11,286

2032 Term Loan – Principal 100,000 — — — 100,000

2032 Term Loan – Variable interest (1)

34,541 1,247 9,891 9,891 13,512

Ticking Fee (2)

225 5 220 — —

Facility Fee (3)

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Total $ 1,301,715 $ 22,930 $ 355,173 $ 596,899 $ 326,713

(1) We have three interest rate derivative contracts to fix the base interest rate (daily simple SOFR) on our 2028 Term Loan.

Accordingly, the projected interest rate obligations for the variable rate 2028 Term Loan are 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% based on the $200.0 million 2028 Term Loan outstanding through the maturity date of February 11, 2028.

(2) We have four interest rate derivative contracts to fix the base interest rate (daily simple SOFR) on our 2029 Term Loan.

Accordingly, the projected interest rate obligations for the variable rate 2029 Term Loan are 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% based on the $250.0 million of the 2029 Term Loan outstanding through the contractual maturity date of July 3, 2026.

(3) We have four interest rate derivative contracts to fix the base interest rate (daily simple SOFR) on our 2030 Term Loan A.

Accordingly, the projected interest rate obligations for the variable rate 2030 Term Loan A are based on the weighted-average hedged fixed rate of 2.40%, compared to the variable 2030 Term Loan 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% based on the $175.0 million 2030 Term Loan A outstanding through the contractual maturity date of January 15, 2029.

(4) We have seven interest rate derivative contracts to fix the base interest rate (daily simple SOFR) on our 2030 Term Loan B.

Accordingly, the projected interest rate obligations for the variable rate 2030 Term Loan B are 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% based on the $175.0 million 2030 Term Loan B outstanding through the contractual maturity date of January 15, 2029.

(1) We have various interest rate derivative contracts to fix the variable base interest rate (SOFR) on our term loans.

Accordingly, the projected interest rate obligations for the variable rate term loans are based on the weighted-average hedged fixed rates, plus the applicable margins.

See “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments” for further discussion on our debt and interest rate hedges.

(2) We are subject to a ticking fee of 0.20% on the undrawn amount under our 2032 Term Loan.

(3) We are subject to a facility fee of 0.15% on our Revolver.

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

As of June 30, 2025, we had commitments to fund property developments and extend funds under mortgage loans receivable totaling $6.6 million and $14.0 million, respectively, which is expected to be funded over the next 18 months.

As of September 30, 2025, we had commitments to fund property developments and extend funds under mortgage loans receivable totaling $6.3 million and $11.4 million, respectively, which is expected to be funded through the end of 2026.

See discussion of our debt and interest rate hedges included in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments” in “Item 1 – Financial Statements (unaudited).”

Historical Cash Flow Information

Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024

Six Months Ended

Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024

Nine Months Ended

September 30,

(In thousands) (Unaudited)

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Cash Flows Provided By Operating Activities.

Net cash provided by operating activities increased by $15.7 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Net cash provided by operating activities increased by $18.6 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The increase was largely attributed to the increase in the size of our real estate investment portfolio with an increase in rental receipts of $19.3 million, additional interest received under our mortgage loans receivable, and changes in working capital accounts, partially offset by an increase in cash paid for interest of $9.1 million, and an increase in operating expenses paid associated with our larger portfolio.

Cash Flows Used In Investing Activities.

Net cash used in investing activities decreased by $107.2 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The decrease was primarily due to an increase of $53.2 million in proceeds from the sale of real estate, a decrease of $26.5 million in real estate development and improvements, a decrease of $16.8 million in acquisitions of real estate, an increase of $9.8 million in principal collections on mortgage loans receivable, and a decrease in cash invested in mortgage loans receivable of $0.9 million.

Net cash used in investing activities decreased by $79.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The decrease was primarily due to an increase of $78.9 million and $10.5 million of proceeds received from the sale of real estate and mortgage loans receivable, respectively, a decrease of $33.3 million in real estate development and improvements, an increase of $13.4 million in principal collections on mortgage loans receivable, and a decrease of $7.5 million in earnest money deposits, partially offset by an increase of $62.9 million in acquisitions of real estate and an increase in cash invested in mortgage loans receivable of $0.5 million.

Cash Flows Provided By Financing Activities.

Net cash provided by financing activities decreased by $101.3 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Net cash provided by financing activities decreased by $58.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The decrease was primarily attributed to an increase in net repayments of $309.0 million under our Revolver and $107.1 million of less proceeds received due to fewer issuances of common stock in connection with our ATM Programs and forward sale agreements.

Additional items contributing to the decrease are an increase of $12.0 million in deferred financing costs and an increase in payments of common stock dividends of $6.0 million.

The decrease is partially offset by an increase in net term loan proceeds of $75.0 million, a decrease in the repurchase of common stock for tax withholding obligations of $0.6 million, and a decrease in deferred offering costs of $0.4 million.

We elected to be treated and qualify as a REIT for U.S.

federal income tax purposes beginning with our short taxable year ended December 31, 2019.

The decrease is partially offset by an increase in net term loan proceeds of $375.0 million, and a decrease in the repurchase of common stock for tax withholding obligations of $0.6 million.

We have elected to be treated and qualify as a REIT for U.S.

federal income tax purposes.

To qualify as a REIT, we must meet certain organizational, income, asset, and distribution tests.

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Core FFO is a non-GAAP financial measure defined as FFO adjusted to remove the effect of unusual and non-recurring items that are not expected to impact our operating performance or operations on an ongoing basis.

These include non-recurring executive transition costs, severance and related charges, other non-recurring losses (gains), and losses on debt extinguishments and other related costs.

These include non-recurring executive transition costs, severance and related charges, other non-recurring losses (gains), and debt related transaction costs.

AFFO is a non-GAAP financial measure defined as Core FFO adjusted for GAAP net income related to non-cash revenues and expenses, such as straight-line rent, amortization of above- and below-market lease-related intangibles, amortization of lease incentives, capitalized interest expense and earned development interest, non-cash interest expense, non-cash compensation expense, amortization of deferred financing costs, amortization of above/below-market assumed debt, and amortization of loan origination costs.

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FFO, Core FFO, and AFFO do not measure whether cash flow is sufficient to fund our cash needs, including principal amortization, capital improvements, and distributions to stockholders.

FFO, Core FFO, and AFFO do not represent cash flows from operating, investing, or financing activities as defined by GAAP.

FFO, Core FFO, and AFFO do not represent cash flows

from operating, investing, or financing activities as defined by GAAP.

Further, FFO, Core FFO, and AFFO as disclosed by other REITs might not be comparable to our calculations of FFO, Core FFO, and AFFO.

The following table sets forth a reconciliation of FFO, Core FFO, and AFFO for the periods presented to net income (loss) before allocation to noncontrolling interests, as computed in accordance with GAAP (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

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Provisions for impairment 4,134 9,838 12,173 17,336

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)

FFO 24,948 25,008 74,651 66,172

Non-recurring executive transition costs, severance, and related charges 1 14 80 1,495

Loss on debt extinguishment and other related costs — — 403 —

Other non-recurring loss, net — 2,778 — 3,192

Debt related transaction costs 92 — 495 —

Other non-recurring loss (gain), net 1,314 (115) 1,314 3,077

Core FFO 26,355 24,907 76,540 70,744

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NAREIT defines EBITDA re as EBITDA (as defined above) excluding gains (or losses) from the sales of depreciable property and impairment charges on depreciable real property.

Adjusted EBITDA re is a non-GAAP financial measure defined as EBITDA re further adjusted to exclude straight-line rent, non-cash compensation expense, non-recurring executive transition costs, severance and related charges, loss on debt extinguishment and other related costs, transaction costs, other non-recurring loss (gain), net, other non-recurring expenses (income) including lease termination fees, as well as adjustments for construction in process and for intraquarter activities.

Adjusted EBITDA re is a non-GAAP financial measure defined as EBITDA re further adjusted to exclude straight-line rent, non-cash compensation expense, non-recurring executive transition costs, severance and related charges, debt related transaction costs, transaction costs, other non-recurring loss (gain), net, other non-recurring expenses (income) including lease termination fees, as well as adjustments for construction in process and for intraquarter activities.

Annualized Adjusted EBITDA re is Adjusted EBITDA re multiplied by four.

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The following table sets forth a reconciliation of EBITDA and EBITDA re for the periods presented to net income (loss) before allocation to noncontrolling interests, as computed in accordance with GAAP (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

9 unchanged sentences

Provisions for impairment 4,134 9,838 12,173 17,336

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)

$ 37,488 $ 32,618 $ 111,339 $ 87,583

The following table sets forth a reconciliation of EBITDA, EBITDA re , Adjusted EBITDA re , and Annualized Adjusted EBITDA re for the period presented to net income before allocation to noncontrolling interests, as computed in accordance with GAAP (dollars in thousands):

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Net income $ 621

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Straight-line rent adjustments (1,126)

Debt related transaction costs 92

Non-recurring executive transition costs, severance, and related charges 1

Other non-recurring income, net (229)

Other non-recurring loss, net 1,314

Transaction costs 19

4 unchanged sentences

Annualized Adjusted EBITDA re (3)

Adjusted Net Debt / Annualized Adjusted EBITDAre

(1) Adjustment reflects the estimated cash yield on developments in process as of June 30, 2025.

(2) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended June 30, 2025 had occurred on April 1, 2025.

Net Debt / Annualized Adjusted EBITDAre

Adjusted Net Debt / Annualized Adjusted EBITDA re

Pro Forma Adjusted Net Debt / Annualized Adjusted EBITDA re

(1) Adjustment reflects the estimated cash yield on developments in process as of September 30, 2025.

(2) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended September 30, 2025 had occurred on July 1, 2025.

(3) We calculate Annualized Adjusted EBITDA re by multiplying Adjusted EBITDA re by four.

Net Debt and Adjusted Net Debt

We calculate our Net Debt as our principal amount of total debt outstanding excluding deferred financing costs, net discounts, and debt issuance costs less cash, cash equivalents, and restricted cash available for future investment.

We further adjust Net Debt by the net value of unsettled forward equity as of period end to derive Adjusted Net Debt.

We believe excluding cash, cash equivalents, and restricted cash available for future investment from our principal amount in addition to excluding the net value of unsettled forward equity, all of which could be used to repay debt, provides an estimate of the net contractual amount of borrowed capital to be repaid.

Net Debt, Adjusted Net Debt, and Pro Forma Adjusted Net Debt

We calculate Net Debt as the principal amount of our total debt outstanding, excluding deferred financing costs, net discounts, and debt issuance costs, less cash, cash equivalents, and restricted cash available for future investment.

We then adjust Net Debt by the net value of unsettled forward equity as of period end to derive Adjusted Net Debt.

Further, we adjust Adjusted Net Debt by the value of any unsettled forward equity and at-the-market sales occurring subsequent to the period to derive Pro Forma Adjusted Net Debt.

We believe excluding cash, cash equivalents, and restricted cash available for future investment from the principal amount of our total debt outstanding, together with the exclusion of the net value of unsettled forward equity as of period end and the net value of unsettled forward equity and at-the-market sales subsequent to the period, all of which could be used to repay debt, provides a useful estimate of the net contractual amount of borrowed capital to be repaid.

We believe these adjustments are additional beneficial disclosures to investors and analysts.

The following table reconciles the principal amount of total debt to Net Debt and Adjusted Net Debt (in thousands):

June 30, 2025

The following table reconciles the principal amount of total debt to Net Debt, Adjusted Net Debt, and Pro Forma Adjusted Net Debt (in thousands):

September 30, 2025

Principal amount of total debt $ 1,108,084

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Adjusted Net Debt 623,514

(1) There were 11,820,647 unsettled shares under forward equity contracts as of June 30, 2025 at the available weighted-average net settlement price of $17.06.

Subsequent ATM sales (2)

Pro Forma Adjusted Net Debt $ 593,832

(1) There were 25,393,242 unsettled shares under forward equity contracts as of September 30, 2025 at the available weighted-average net settlement price of $16.98.

(2) There were 1,556,592 unsettled shares under new forward equity contracts executed subsequent to the period at the available weighted-average net settlement price of $18.12.

Additionally, there were 82,500 shares of common stock issued under the ATM program at a net settlement price of $17.96 per share.

Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate

Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate are non-GAAP financial measures which we use to assess our operating results.

We compute Property-Level NOI as net income (computed in accordance with GAAP), excluding general and administrative expenses, interest expense, net, income tax expense, amortization of loan origination costs and discounts, transaction costs, depreciation and amortization, gains (or losses) on sales of depreciable property, real estate impairment losses, interest income on mortgage loans receivable, losses on debt extinguishments, and other expense (income), net, including lease termination fees.

We compute Property-Level NOI as net income (computed in accordance with GAAP), excluding general and administrative expenses, interest expense, net, income tax expense, amortization of loan origination costs and discounts, transaction costs, depreciation and amortization, gains (or losses) on sales of depreciable property, real estate impairment losses, interest income on mortgage loans receivable, debt related transaction costs, and other expense (income), net, including lease termination fees.

We further adjust Property-Level NOI for non-cash revenue components of straight-line rent and amortization of lease-intangibles to derive Property-Level Cash NOI.

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The following table sets forth a reconciliation of Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate for the period presented (in thousands):

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Net income $ 621

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Property-Level Cash NOI - Estimated Run Rate $ 42,107

(1) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended June 30, 2025 had occurred on April 1, 2025.

(1) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended September 30, 2025 had occurred on July 1, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis