Item 1. Financial Statements
Item 1. Financial Statements (unaudited)
NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
September 30, 2025 December 31, 2024
Assets
Real estate, at cost:
Land $ 676,664 $ 571,272
Buildings and improvements 1,471,002 1,400,393
Total real estate, at cost 2,147,666 1,971,665
Less accumulated depreciation ( 173,846 ) ( 143,422 )
Property under development 1,794 6,118
Real estate held for investment, net 1,975,614 1,834,361
Assets held for sale 86,060 48,637
Mortgage loans receivable, net 138,307 139,409
Cash, cash equivalents, and restricted cash 53,324 14,320
Lease intangible assets, net 157,671 164,392
Other assets, net 56,958 58,227
Total assets $ 2,467,934 $ 2,259,346
Liabilities and equity
Liabilities:
Term loans, net $ 1,092,746 $ 622,608
Revolving credit facility — 239,000
Mortgage note payable, net 7,824 7,853
Lease intangible liabilities, net 17,522 20,177
Liabilities related to assets held for sale 1,954 1,912
Accounts payable, accrued expenses, and other liabilities 41,957 29,664
Total liabilities 1,162,003 921,214
Commitments and contingencies (Note 13)
Equity:
Stockholders’ equity
Common stock, $ 0.01 par value, 400,000,000 shares authorized; 83,479,176 and 81,602,232 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
835 816
Additional paid-in capital 1,540,070 1,507,995
Distributions in excess of retained earnings ( 235,097 ) ( 188,046 )
Accumulated other comprehensive (loss) income ( 6,619 ) 10,206
Total stockholders’ equity 1,299,189 1,330,971
Noncontrolling interests 6,742 7,161
Total equity 1,305,931 1,338,132
Total liabilities and equity $ 2,467,934 $ 2,259,346
The accompanying notes are an integral part of these condensed consolidated financial statements.
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NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Revenues
Rental revenue (including reimbursable) $ 45,026 $ 38,172 $ 132,774 $ 110,226
Interest income on loans receivable 3,282 3,272 9,485 8,458
Other revenue — — 245 —
Total revenues 48,308 41,444 142,504 118,684
Operating expenses
Property 4,302 4,494 13,589 12,578
General and administrative 5,128 4,287 15,772 15,266
Depreciation and amortization 21,389 20,438 63,818 56,522
Provisions for impairment 5,493 9,838 13,531 17,336
Transaction costs 19 26 139 201
Total operating expenses 36,331 39,083 106,849 101,903
Other (expense) income
Interest expense, net ( 12,636 ) ( 7,965 ) ( 36,734 ) ( 21,749 )
Gain (loss) on sales of real estate, net 1,122 ( 132 ) 6,730 874
Loss on debt extinguishment — — ( 46 ) —
Other income (expense), net 170 416 46 ( 2,451 )
Total other expense, net ( 11,344 ) ( 7,681 ) ( 30,004 ) ( 23,326 )
Net income (loss) before income taxes 633 ( 5,320 ) 5,651 ( 6,545 )
Income tax expense ( 12 ) ( 2 ) ( 41 ) ( 31 )
Net income (loss) 621 ( 5,322 ) 5,610 ( 6,576 )
Net income (loss) attributable to noncontrolling interests 3 ( 27 ) 29 ( 35 )
Net income (loss) income attributable to common stockholders $ 618 $ ( 5,295 ) $ 5,581 $ ( 6,541 )
Amounts available to common stockholders per common share:
Basic $ 0.01 $ ( 0.07 ) $ 0.07 $ ( 0.09 )
Diluted $ 0.01 $ ( 0.07 ) $ 0.07 $ ( 0.09 )
Weighted average common shares:
Basic 83,472,089 77,610,680 82,344,168 74,822,286
Diluted 85,641,948 77,610,680 83,429,550 74,822,286
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 $ ( 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.
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NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
(Unaudited)
Common stock
Shares Par Value Additional
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, 2024 81,602,232 $ 816 $ 1,507,995 $ ( 188,046 ) $ 10,206 $ 1,330,971 $ 7,161 $ 1,338,132
Dividends and distributions declared on common stock and OP Units — — — ( 17,157 ) — ( 17,157 ) ( 89 ) ( 17,246 )
Dividends declared on restricted stock, net — — — ( 181 ) — ( 181 ) — ( 181 )
Vesting of restricted stock units 136,338 1 ( 1 ) — — — — —
Repurchase of common stock for tax withholding obligations ( 39,661 ) — ( 573 ) — — ( 573 ) — ( 573 )
Stock-based compensation, net — — 1,388 169 — 1,557 — 1,557
Other comprehensive loss — — — — ( 9,813 ) ( 9,813 ) ( 51 ) ( 9,864 )
Net income — — — 1,691 — 1,691 9 1,700
Balance at March 31, 2025 81,698,909 $ 817 $ 1,508,809 $ ( 203,524 ) $ 393 $ 1,306,495 $ 7,030 $ 1,313,525
Issuance of common stock in public offerings, net of issuance costs 1,757,815 18 28,334 — — 28,352 — 28,352
Dividends and distributions declared on common stock and OP Units — — — ( 17,159 ) — ( 17,159 ) ( 89 ) ( 17,248 )
Dividends declared on restricted stock, net — — — ( 178 ) — ( 178 ) — ( 178 )
Vesting of restricted stock units 13,096 — — — — — — —
Repurchase of common stock for tax withholding obligations ( 4,769 ) — ( 72 ) — — ( 72 ) — ( 72 )
Stock-based compensation, net — — 1,521 — — 1,521 — 1,521
Other comprehensive loss — — — — ( 5,615 ) ( 5,615 ) ( 29 ) ( 5,644 )
Net income — — — 3,272 — 3,272 17 3,289
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.
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NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
(Unaudited)
Common stock
Shares Par Value Additional
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
OP Units converted to common stock 7,119 — 126 — — 126 ( 126 ) —
Dividends and distributions declared on common stock and OP Units — — — ( 15,031 ) — ( 15,031 ) ( 98 ) ( 15,129 )
Dividends declared on restricted stock, net — — — ( 143 ) — ( 143 ) — ( 143 )
Vesting of restricted stock units 176,197 2 ( 2 ) — — — — —
Repurchase of common stock for tax withholding obligations ( 61,985 ) ( 1 ) ( 1,068 ) — — ( 1,069 ) — ( 1,069 )
Stock-based compensation, net — — 1,751 135 — 1,886 — 1,886
Other comprehensive income — — — — 9,077 9,077 51 9,128
Net income — — — 1,045 — 1,045 7 1,052
Balance at March 31, 2024 73,328,411 $ 733 $ 1,368,312 $ ( 126,270 ) $ 18,020 $ 1,260,795 $ 8,362 $ 1,269,157
Issuance of common stock in public offerings, net of issuance costs 4,000,000 40 65,284 — — 65,324 — 65,324
OP Units converted to common stock 35,121 — 611 — — 611 ( 611 ) —
Dividends and distributions declared on common stock and OP Units — — — ( 15,042 ) — ( 15,042 ) ( 90 ) ( 15,132 )
Dividends declared on restricted stock, net — — — ( 139 ) — ( 139 ) — ( 139 )
Vesting of restricted stock units 23,510 — — — — — — —
Repurchase of common stock for tax withholding obligations ( 9,363 ) — ( 160 ) — — ( 160 ) — ( 160 )
Stock-based compensation, net — — 1,530 8 — 1,538 — 1,538
Other comprehensive loss — — — — ( 420 ) ( 420 ) — ( 420 )
Net loss — — — ( 2,291 ) — ( 2,291 ) ( 15 ) ( 2,306 )
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.
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NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2025 2024
Cash flows from operating activities
Net income (loss) $ 5,610 $ ( 6,576 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 63,818 56,522
Amortization of deferred financing costs 2,164 1,673
Amortization of above/below-market assumed debt 86 86
Noncash revenue adjustments ( 3,473 ) ( 2,378 )
Amortization of deferred losses (gains) on interest rate swaps 2,138 ( 2,948 )
Stock-based compensation expense 4,393 4,657
Gain on sales of real estate, net ( 6,730 ) ( 874 )
Provisions for impairment 13,531 17,336
Loss on debt extinguishment 46 —
(Gain) loss on involuntary conversion of building and improvements ( 45 ) 644
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Other assets, net ( 775 ) ( 4,019 )
Accounts payable, accrued expenses, and other liabilities 402 ( 1,973 )
Lease incentive payments ( 464 ) ( 22 )
Net cash provided by operating activities 80,701 62,128
Cash flows from investing activities
Acquisitions of real estate ( 365,223 ) ( 302,299 )
Real estate development and improvements ( 4,041 ) ( 37,306 )
Investment in mortgage loans receivable ( 26,726 ) ( 26,205 )
Earnest money deposits ( 382 ) ( 7,925 )
Purchase of computer equipment and other corporate assets ( 35 ) ( 8 )
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 )
Cash flows from financing activities
Issuance of common stock in public offerings, net 28,352 135,475
Payment of common stock dividends ( 52,263 ) ( 46,324 )
Payment of OP unit distributions ( 269 ) ( 280 )
Payment of restricted stock dividends ( 274 ) ( 491 )
Principal payments on mortgages payable ( 122 ) ( 115 )
Proceeds under revolving credit facilities 199,000 251,000
Repayments under revolving credit facilities ( 438,000 ) ( 181,000 )
Proceeds from term loans 518,675 100,000
Principal payments on term loans ( 43,675 ) —
Repurchase of common stock for tax withholding obligations ( 743 ) ( 1,325 )
Payment of deferred offering costs ( 835 ) ( 868 )
Payment of deferred financing costs ( 12,035 ) —
Net cash provided by financing activities 197,811 256,072
Net change in cash, cash equivalents, and restricted cash 39,004 ( 1,179 )
Cash, cash equivalents, and restricted cash at beginning of the period 14,320 29,929
Cash, cash equivalents, and restricted cash at end of the period $ 53,324 $ 28,750
Supplemental disclosures of cash flow information:
Cash paid for interest, net of amounts capitalized $ 31,894 $ 22,778
Cash (received) paid for income taxes, net $ ( 3 ) $ 27
Supplemental disclosures of non-cash investing and financing activities:
Dividends declared and unpaid on restricted stock $ 368 $ 279
Deferred offering costs included in accounts payable, accrued expenses, and other liabilities $ 16 $ 318
Accrued loan origination fees on mortgage loans receivable $ 188 $ 200
Cash flow hedge change in fair value $ ( 19,050 ) $ ( 8,508 )
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
The accompanying notes are an integral part of these condensed consolidated financial statements.
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NETSTREIT CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Organization and Description of Business
NETSTREIT Corp. (the “Company”) was incorporated on October 11, 2019 as a Maryland corporation and commenced operations on December 23, 2019. The Company conducts its operations through NETSTREIT, L.P., a Delaware limited partnership (the “Operating Partnership”). NETSTREIT GP, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership.
The Company elected to be treated as and to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with its short taxable year ended December 31, 2019. Additionally, the Operating Partnership formed NETSTREIT Management TRS, LLC (“NETSTREIT TRS”), which together with the Company jointly elected to be treated as a taxable REIT subsidiary under Section 856(a) of the Internal Revenue Code of 1986, as amended, (the “Code”) for U.S. federal income tax purposes.
The Company is structured as an umbrella partnership real estate investment trust (commonly referred to as an “UPREIT”) and is an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant commercial retail properties, subject to long-term net leases with high-credit-quality tenants across the United States. The Company also invests in property developments and mortgage loans secured by real estate. 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
Basis of Presentation
The accompanying interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying condensed consolidated financial statements include the accounts of the Company and subsidiaries in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation and the Company’s net income (loss) is reduced by the portion of net income (loss) attributable to noncontrolling interests.
Interim Unaudited Financial Information
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. These unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto on the Annual Report on Form 10-K as of and for the year ended December 31, 2024, which provide a more complete understanding of the Company’s accounting policies, financial position, operating results, business properties, and other matters. 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 nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results for the full year.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant assumptions and estimates relate to the useful lives of real estate assets, lease accounting, real estate impairment assessments, and allocation of fair value of purchase consideration. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.
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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. An example of an event or changed circumstance is a reduction in the expected holding period of a property. If indicators are present, the Company will prepare a projection of the undiscounted future cash flows of the property, excluding interest charges, and determine if the carrying amount of the asset group is recoverable. When a carrying amount is not recoverable, an impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair market value. 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 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
The Company considers all cash balances, money market accounts, and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Restricted cash includes cash restricted for property tenant improvements and cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Code. Restricted cash is included in cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets. 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. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
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.
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Concentrations of Credit Risk
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. These credit risk exposures are spread among a diversified group of investment grade financial institutions.
Segment Reporting
ASC Topic 280, Segment Reporting, establishes standards for the manner in which companies report information about operating segments. The Company is an internally managed real estate company that acquires, owns, invests in, and manages a diversified portfolio of single-tenant commercial retail properties, subject to long-term net leases with high-credit-quality tenants across the United States. The Company primarily engages in leasing activities that generate revenues and incur operating expenses in addition to investing in property developments and mortgage loans secured by real estate. The Company aggregates these investments for reporting purposes and operates in one reportable segment.
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 to measure segment operating performance and allocate resources. All of the Company’s expenses are included in segment operating performance and are reviewed regularly. Significant segment expenses include property, general and administrative, depreciation and amortization, provisions for impairment, and interest expense. The measure of segment assets is reported on the Company’s condensed consolidated balance sheets as total assets. The CODM also reviews characteristics of potential future investments such as weighted average remaining lease term (“WALT”), capitalization rate, tenant credit quality, industry type, and geographic location.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires annual disclosure of specific categories in the rate reconciliation and provides additional information for reconciling items that meet a quantitative threshold within the rate reconciliation. In addition, the amendments require annual disclosure of income taxes paid disaggregated by federal, state, and foreign jurisdictions as well as individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. 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 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): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses and a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.
Note 3 – Leases
Tenant Leases
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 September 30, 2025, exclusive of mortgage loans receivable, the Company’s WALT was 9.9 years.
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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 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.
Variable lease income primarily includes recoveries from tenants, which represent amounts that tenants are contractually obligated to reimburse the Company for, specific to their portion of actual recoverable costs incurred. Variable lease income also includes percentage rent, which represents amounts billable to tenants based on their actual sales volume in excess of levels specified in the lease contract.
The following table provides a disaggregation of lease income recognized under ASC 842 (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Rental revenue
Fixed lease income (1)
$ 41,587 $ 35,346 $ 121,854 $ 101,000
Variable lease income (2)
3,404 2,657 10,809 8,864
Other rental revenue:
Above/below market lease amortization, net 247 354 766 927
Lease incentives ( 212 ) ( 185 ) ( 655 ) ( 565 )
Rental revenue (including reimbursable) $ 45,026 $ 38,172 $ 132,774 $ 110,226
(1) Fixed lease income includes contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term.
(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 nine months ended September 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 September 30, 2025 are as follows (in thousands):
Future Minimum Base
Rental Receipts
Remainder of 2025 $ 41,230
2026 165,266
2027 163,299
2028 158,233
2029 149,465
Thereafter 1,065,458
Total $ 1,742,951
Future minimum rentals exclude amounts that may be received from tenants for reimbursements of operating costs and property taxes. In addition, the future minimum rents do not include any contingent rents based on a percentage of the lessees’ gross sales or lease escalations based on future changes in the Consumer Price Index or other stipulated reference rate.
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Note 4 – Real Estate Investments
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 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)
602 589 $ 2,349,144 $ 2,164,566
Properties held for sale
39 23 84,106 46,725
Mortgage loans receivable 80 76 138,452 139,483
Properties under development (2)
2 4 1,794 6,118
Total gross investment
723 692 $ 2,573,496 $ 2,356,892
(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.
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 September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Number of properties acquired 46 22 87 68
Purchase price allocation:
Land $ 76,421 $ 31,964 $ 151,504 $ 76,836
Buildings 93,726 64,504 173,046 179,391
Site improvements 9,363 5,792 16,444 19,221
Tenant improvements 1,263 801 2,112 2,605
In-place lease intangible assets 12,619 9,481 24,288 25,253
Above-market lease intangible assets 968 — 968 —
Below-market lease intangible liabilities ( 71 ) — ( 71 ) —
Total (1)
$ 194,289 $ 112,542 $ 368,291 $ 303,306
(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.
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Dispositions
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
Number of properties sold 24 8 60 26
Sales price, net of disposal costs $ 35,993 $ 23,018 $ 130,169 $ 55,559
Gain (loss) on sales of real estate, net $ 1,122 $ ( 132 ) $ 6,730 $ 874
Development
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
Number of developments acquired — — — 4
Purchase price of acquired developments $ — $ — $ — $ 2,010
Total investment in properties under development (1)
$ 14 $ 4,975 $ 2,214 $ 27,936
Number of developments completed (2)
— 2 2 16
Amounts placed into service (3)
$ — $ 12,529 $ 6,545 $ 47,772
(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 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.
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Investment in Mortgage Loans Receivable
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 September 30, 2025 December 31, 2024
Mortgage (3) (4)
I/O 1 6.94 % 6.00 % 8/31/2027 $ 38,162 $ 43,612
Mortgage (4)
I/O 46 9.55 % 9.55 % 3/10/2026 41,940 41,940
Mortgage (4) (5)
I/O 3 8.10 % 6.89 % 4/10/2026 4,132 4,132
Mortgage (3) (4) (5)
I/O 2 8.79 % 10.09 % 6/10/2026 2,230 8,408
Mortgage None (6)
1 7.00 % 7.00 % 1/31/2026 825 825
Mortgage (3) (4) (7)
I/O 6 10.26 % 10.25 % 2/22/2026 11,059 11,658
Mortgage (3) (4) (8)
I/O 5 10.25 % 10.25 % 2/27/2026 10,174 8,853
Mortgage (9)
P+I 1 7.25 % 7.25 % 7/17/2027 — 4,076
Mortgage (9)
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
Mortgage P+I 1 7.25 % 7.25 % 9/19/2027 1,416 1,434
Mortgage I/O 1 7.00 % 7.00 % 9/30/2029 636 636
Mortgage I/O 1 6.50 % 6.50 % 12/23/2029 3,284 3,284
Mortgage I/O 1 6.50 % 6.50 % 12/23/2029 4,105 4,105
Mortgage (3) (4)
I/O 1 9.75 % 9.75 % 3/12/2026 1,533 —
Mortgage (3) (4) (10)
None (6)
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
Unamortized loan origination costs and fees, net 55 74
Unamortized discount ( 200 ) ( 148 )
Total mortgage loans receivable, net $ 138,307 $ 139,409
(1) I/O: Interest Only; P+I: Principal and Interest.
(2) Includes amortization of discount, loan origination costs and fees, as applicable.
(3) The Company has the right, subject to certain terms and conditions, to acquire all or a portion of the underlying collateralized properties.
(4) Loans require monthly payments of interest only with principal payments occurring as borrower disposes of underlying properties, limited to the Company’s allocated investment by property. Any remaining principal balance will be repaid at or before the maturity date.
(5) The stated interest rate is variable up to 15.0 % and is calculated based on contractual rent for existing collateralized properties subject to the loan agreement.
(6) Payments of both interest and principal are due at maturity.
(7) The collateralized properties are in process developments with varying maturity dates dependent upon initial funding. 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 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 October 30, 2026.
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Note 5 – Intangible Assets and Liabilities
Intangible assets and liabilities consisted of the following (in thousands):
September 30, 2025 December 31, 2024
Gross
Carrying
Amount Accumulated Amortization Net Carrying Amount Gross
Carrying
Amount Accumulated Amortization Net Carrying Amount
Assets:
In-place leases $ 210,340 $ ( 72,025 ) $ 138,315 $ 203,104 $ ( 60,729 ) $ 142,375
Above-market leases 19,765 ( 6,178 ) 13,587 19,644 ( 5,500 ) 14,144
Lease incentives 7,825 ( 2,056 ) 5,769 9,529 ( 1,656 ) 7,873
Total intangible assets $ 237,930 $ ( 80,259 ) $ 157,671 $ 232,277 $ ( 67,885 ) $ 164,392
Liabilities:
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 September 30, 2025 and as of December 31, 2024 by category were as follows:
Years Remaining
September 30, 2025 December 31, 2024
In-place leases 8.6 8.6
Above-market leases 11.5 11.4
Below-market leases 9.6 10.1
Lease incentives 8.8 10.1
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 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
Amortization:
Amortization of in-place leases $ 5,658 $ 5,588 $ 16,875 $ 15,659
Net adjustment to rental revenue:
Above-market lease assets ( 371 ) ( 410 ) ( 1,122 ) ( 1,239 )
Below-market lease liabilities 618 765 1,887 2,167
Lease incentives ( 212 ) ( 185 ) ( 655 ) ( 565 )
$ 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 September 30, 2025, for the next five years and thereafter (in thousands):
Remainder of 2025
2026 2027 2028 2029 Thereafter Total
In-place leases $ 5,780 $ 22,286 $ 20,547 $ 17,825 $ 15,410 $ 56,467 $ 138,315
Above-market lease assets $ ( 372 ) $ ( 1,464 ) $ ( 1,413 ) $ ( 1,382 ) $ ( 1,233 ) $ ( 7,723 ) $ ( 13,587 )
Below-market lease liabilities 612 2,368 2,298 2,171 1,990 8,083 17,522
Lease incentives ( 194 ) ( 776 ) ( 720 ) ( 690 ) ( 652 ) ( 2,737 ) ( 5,769 )
Net adjustment to rental revenue $ 46 $ 128 $ 165 $ 99 $ 105 $ ( 2,377 ) $ ( 1,834 )
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Note 6 – Debt
Debt consists of the following (in thousands):
Amounts Outstanding as of
Contractual Maturity Date Fully Extended Maturity Date (1)
Interest Rate (2)
Hedged Interest Rate (3)
September 30, 2025 December 31, 2024
Debt:
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
Total debt 1,108,084 872,205
Unamortized discount and debt issuance costs ( 7,514 ) ( 2,744 )
Unamortized deferred financing costs, net (4)
( 3,958 ) ( 1,200 )
Total debt, net $ 1,096,612 $ 868,261
(1) Date represents the fully extended maturity date available to the Company, subject to certain conditions, under each related debt instrument.
(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.
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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
On July 3, 2023, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the financial institutions party thereto, as lenders, and Truist Bank, as Administrative Agent (the “Truist Credit Agreement”), related to a $ 250.0 million sustainability-linked senior unsecured term loan (the “2029 Term Loan”) which may, subject to the terms of the Truist Credit Agreement, be increased to an amount of up to $ 400.0 million at the Company’s request. 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. Subject to the terms of the Truist Credit Agreement, the Company drew an additional $ 100.0 million under the 2029 Term Loan on March 1, 2024. The 2029 Term Loan is prepayable at the Company’s option in whole or in part without premium or penalty. The 2029 Term Loan matures on July 3, 2026, subject to two one-year extension options and one six-month extension option with a final, extended maturity date of January 3, 2029. The extension options are at the Company’s election and are subject to certain conditions.
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 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 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.”
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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 in the Company’s condensed consolidated statements of operations and comprehensive loss.
PNC Credit Agreement
On August 11, 2022, the Company entered into a Credit 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 Credit Agreement”), related to sustainability-linked senior unsecured credit facility consisting of (i) a $ 200.0 million senior unsecured term loan (the “2028 Term Loan”) and (ii) a $ 400.0 million senior unsecured revolving credit facility (the “Revolver”).
On January 15, 2025, the Company amended and restated the existing PNC Credit Agreement to provide for: the existing $ 200.0 million 2028 Term Loan; an upsized $ 500.0 million Revolver (increased from $ 400.0 million under the existing PNC Credit Agreement); 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.
The 2028 Term Loan matures on February 11, 2028. The 2030 Term Loan B and the upsized Revolver initially mature on January 15, 2029 and include, at the Company’s election, a one-year option to extend the maturity to January 15, 2030. Borrowings under the PNC Credit Facility are repayable at the Company’s option in whole or in part without premium or penalty. 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 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. Prior to the date the Company obtains an Investment Grade Rating, the applicable facility fee will range from 0.15 % to 0.30 % based on the Company’s consolidated total leverage ratio. After the date the Company obtains an Investment Grade Rating, the applicable facility fee will range from 0.125 % to 0.30 % based on the Company’s Investment Grade Rating.
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 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.”
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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.
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 “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 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. 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 Company has fully hedged the 2030 Term Loan A with an all-in fixed interest rate of 3.55 %. Interest is payable monthly or at the end of the applicable interest period in arrears on any outstanding borrowings. The interest rate hedges are described in “Note 7 – Derivative Financial Instruments.”
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 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. The mortgage note matures on November 1, 2027, but may be repaid in full beginning August 2027.
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Debt Maturities
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)
Total
Remainder of 2025 $ 43 $ — $ 43
2026 178 250,000 250,178
2027 170 7,693 7,863
2028 — 200,000 200,000
2029 — 350,000 350,000
Thereafter — 300,000 300,000
Total $ 391 $ 1,107,693 $ 1,108,084
(1) Does not assume the exercise of any extension options available to the Company.
Interest Expense
The following table is a summary of the components of interest expense related to the Company’s borrowings (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revolving credit facilities (1)
$ 1,758 $ 1,876 $ 5,324 $ 4,635
Term loans (2)
9,303 6,528 26,854 18,728
Mortgage note payable 94 94 280 285
Non-cash:
Amortization of deferred financing costs 305 186 856 609
Amortization of debt discount and debt issuance costs, net 480 401 1,394 1,150
Amortization of deferred losses (gains) on interest rate swaps 720 ( 990 ) 2,138 ( 2,949 )
Capitalized interest ( 24 ) ( 130 ) ( 112 ) ( 709 )
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 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.
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.
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Note 7 – Derivative Financial Instruments
The Company uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using either a qualitative or quantitative approach. 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.
Amounts will subsequently be reclassified to earnings when the hedged item affects earnings. The Company does not enter into derivative contracts for speculative or trading purposes and does not have derivative netting arrangements.
The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. 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 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 ) —
Total
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
into Income (Effective Portion) Amount of Gain (Loss) Reclassified from Accumulated OCI
into Income (Effective Portion)
Derivatives in Cash Flow Hedging Relationships 2025 2024 2025 2024
For the Three Months Ended September 30
Interest Rate Products $ 201 $ ( 15,724 ) Interest expense, net $ 1,605 $ 4,890
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 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.
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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.
• 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.
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 Carrying Value Fair Value Level 1 Level 2 Level 3
September 30, 2025
Assets
Derivative assets $ 5,597 $ 5,597 $ — $ 5,597 $ —
Liabilities
Derivative liabilities $ 8,221 $ 8,221 $ — $ 8,221 $ —
Term loans (1)
$ 1,092,846 $ 1,104,202 $ — $ — $ 1,104,202
December 31, 2024
Assets
Derivative assets $ 16,426 $ 16,426 $ — $ 16,426 $ —
Liabilities
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).
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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.
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 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
Less: 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: (1)
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.
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Note 9 – Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets
Other assets, net consists of the following (in thousands):
September 30, 2025 December 31, 2024
Accounts receivable, net $ 8,763 $ 9,809
Deferred rent receivable 15,331 11,790
Prepaid assets 4,286 2,143
Earnest money deposits 993 517
Fair value of interest rate swaps 5,597 16,426
Deferred offering costs 2,400 1,641
Deferred financing costs, net 6,032 1,200
Right-of-use asset 3,187 3,484
Leasehold improvements and other corporate assets, net 1,240 1,425
Interest receivable 3,737 3,034
Other assets, net 5,392 6,758
$ 56,958 $ 58,227
Accounts payable, accrued expenses, and other liabilities consist of the following (in thousands):
September 30, 2025 December 31, 2024
Accrued expenses $ 8,585 $ 4,961
Accrued bonus 2,118 1,271
Prepaid rent 4,757 5,655
Operating lease liability 4,281 4,646
Accrued interest 3,928 3,476
Deferred rent 4,985 4,738
Accounts payable 554 3,053
Fair value of interest rate swaps 8,221 —
Other liabilities 4,528 1,864
$ 41,957 $ 29,664
Note 10 – Shareholders’ Equity
ATM Programs
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.
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 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.
On August 12, 2024, the Company entered into a $ 300.0 million at-the-market equity program (the “2024 ATM Program”) through which, from time to time, it may sell shares of its common stock in registered transactions. Effective August 12, 2024, in connection with the establishment of the new at-the-market offering program, the 2023 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 2023 ATM Program. As context requires, the 2024 ATM Program, and the 2023 ATM Program are referred to herein as the “ATM Programs.”
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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 September 30, 2025, 152,547 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, 2025.
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 September 30, 2025, 2,237,595 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 the stated maturity dates of April 30, 2026, June 11, 2026, September 8, 2026, and September 9, 2026.
The following table presents information about the ATM Programs (in thousands):
Date
Established
Date Terminated Maximum Sales Authorization Gross Settlements through September 30, 2025 (1)
Gross Proceeds Available as of September 30, 2025 (2)
Program Name
2023 ATM Program (3)
October 2023 August 2024 $ 300,000 $ 77,323 $ 30,806
2024 ATM Program (4)
August 2024 — $ 300,000 $ 28,694 $ 271,306
(1) Represents shares of common stock issued by the Company under the ATM Programs, including settlements of forward sale agreements.
(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)
2025 (2)
2024 (3)
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
Gross proceeds $ — $ 32,731 $ 28,694 $ 98,731
Sales commissions and offering costs $ — $ 394 $ 342 $ 1,070
Net proceeds (4)
$ — $ 32,337 $ 28,352 $ 97,661
(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.
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.
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January 2024 Follow-On Offering
In January 2024, the Company completed a registered public offering of 11,040,000 shares of its common stock at a public offering price of $ 18.00 per share. In connection with the offering, the Company entered into forward sale agreements for 11,040,000 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. 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.
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 December 31, 2026. 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 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. 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.
Dividends
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
February 21, 2025 $ 0.210 March 14, 2025 $ 17,157 March 31, 2025
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 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
February 13, 2024 $ 0.205 March 15, 2024 $ 15,031 March 28, 2024
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 nine months ended September 30, 2025 and 2024, the Operating Partnership paid distributions of $ 0.3 million to holders of OP Units.
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Noncontrolling Interests
Noncontrolling interests represent noncontrolling holders of OP Units in the Operating Partnership. 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 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
Under the Omnibus Incentive Plan, 4,294,976 shares of common stock are reserved for issuance. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted shares, RSUs, long-term incentive plan units, dividend equivalent rights, and other share-based, share-related, or cash-based awards, including performance-based awards, to employees, directors, and consultants, with each grant evidenced by an award agreement providing the terms of the award. The Omnibus Incentive Plan is administered by the Compensation Committee of the Board of Directors.
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 .
Service-Based RSUs
Pursuant to the Omnibus Incentive Plan, the Company has made service-based RSU grants to certain employees and non-employee directors. 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 September 30, 2025:
Shares Weighted Average Grant Date Fair Value per Share
Unvested RSU grants outstanding as of December 31, 2024 326,987 $ 18.25
Granted during the period 279,345 14.55
Forfeited during the period ( 2,963 ) 17.01
Vested during the period ( 163,112 ) 18.70
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.
The grant date fair value of service-based unvested RSUs is calculated as the per share price determined in the initial public offering for awards granted in 2020, and as the per share price of the Company’s stock on the date of grant for those granted in years subsequent to 2020.
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Performance-Based RSUs (total shareholder return)
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 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 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
Unvested RSU grants outstanding as of December 31, 2024 290,442 $ 18.75
Granted during the period 170,213 14.91
Forfeited during the period ( 68,525 ) 22.38
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
During March 2021, the Company adopted the Alignment of Interest Program (the “Program”), which allows employees to elect to receive a portion of their annual bonus in RSUs in the first quarter of the following year, that vest from one to four years based on the terms of the grant agreement. Stock-based compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award, which begins in the period the bonus relates to. 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 $ 1.1 million as of September 30, 2025. The award will be remeasured to fair value each reporting period until the unvested RSUs are granted. For 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 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. Diluted earnings per share is similarly calculated except that the denominator is increased by using the treasury stock method to determine the potential dilutive effect of the Company’s outstanding unvested RSUs and unsettled shares under open forward equity contracts and using the if-converted method to determine the potential dilutive effect of the OP Units. 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.
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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
Numerator:
Net income (loss) $ 621 $ ( 5,322 ) $ 5,610 $ ( 6,576 )
Net (income) loss attributable to noncontrolling interest ( 3 ) 27 ( 29 ) 35
Net income (loss) attributable to common shares, basic 618 ( 5,295 ) 5,581 ( 6,541 )
Net income (loss) attributable to noncontrolling interest 3 ( 27 ) 29 ( 35 )
Net income (loss) attributable to common shares, diluted $ 621 $ ( 5,322 ) $ 5,610 $ ( 6,576 )
Denominator:
Weighted average common shares outstanding, basic 83,472,089 77,610,680 82,344,168 74,822,286
Effect of dilutive shares for diluted net income per common share:
OP Units 421,954 — 423,944 —
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
Net income (loss) available to common stockholders per common share, basic $ 0.01 $ ( 0.07 ) $ 0.07 $ ( 0.09 )
Net income (loss) available to common stockholders per common share, diluted $ 0.01 $ ( 0.07 ) $ 0.07 $ ( 0.09 )
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
Litigation and Regulatory Matters
In the ordinary course of business, the Company may, from time to time, be subject to litigation, claims, and regulatory matters. There are none currently outstanding that the Company believes could have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations, liquidity, or cash flows.
Environmental Matters
The Company is subject to environmental regulations related to the ownership of real estate. The cost of complying with the environmental regulations was not material to the Company’s results of operations for any of the periods presented. The Company is not aware of any environmental condition on any of its properties that is likely to have a material adverse effect on the condensed consolidated financial statements when the fair value of such liability can be reasonably estimated and is required to be recognized.
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Commitments
In the normal course of business, the Company enters into various types of commitments to purchase real estate properties, fund development projects, or extend funds under mortgage loans receivable. 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 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. The Company began operating out of the new office in February 2022. The lease has a remaining noncancellable term of 6.8 years that expires on July 31, 2032 and is renewable at the Company’s option for two additional periods of five years . Annual rent expense, excluding operating expenses, is approximately $ 0.5 million during the initial term.
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 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 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 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. 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 October 1, 2026.
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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