NETSTREIT Corp. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for single-tenant, retail commercial real estate. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this Quarterly Report on Form 10-Q may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. For a further discussion of these and other factors that could impact future results, performance or transactions, see the information under the heading “Risk Factors” Part I, Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2025, and other reports filed with the Securities and Exchange Commission from time to time. Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report on Form 10-Q. New risks and uncertainties may arise over time and it is not possible for us to predict those events or how they may affect us. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law. Business Overview We are 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. We also invest in property developments and mortgage loans secured by real estate. As of September 30, 2025, we owned or had investments in 723 properties diversified by tenant, industry, and geography, comprising 114 different tenants across 28 retail sectors in 45 states. This includes two property developments where rent has not yet commenced. We focus on tenants in industries where a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including home improvement, auto parts, drug stores and pharmacies, general retail, grocers, convenience stores, discount stores, and quick-service restaurants, all of which we refer to as defensive retail industries. As of September 30, 2025, our investments generated ABR 1 of $183.2 million. Approximately 47% of our ABR is from investment grade 2 credit rated tenants and an additional 15% of our ABR is derived from tenants with an investment grade profile 3 . Our portfolio was 99.9% occupied and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 9.9 years. 1 Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for all executed mortgage loans as of September 30, 2025. 2 We define “investment grade” tenants as tenants, or tenants that are subsidiaries of a parent entity, with a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s), or NAIC2 (National Association of Insurance Commissioners) or higher. 3 We define “investment grade profile” tenants as tenants with metrics of more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x but do not carry a published rating from S&P, Moody’s, or NAIC. 31 Table of Contents July 2025 Follow-On Offering In July 2025, we completed a registered public offering of 12,420,000 shares of our common stock at a public offering price of $17.70 per share, including the full exercise of the underwriter’s option to purchase additional shares. In connection with the offering, we entered into forward sale agreements for 12,420,000 shares of our common stock. We did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers. We expect to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than July 28, 2026. As of September 30, 2025, 12,420,000 shares remain unsettled under the July 2025 forward sale agreements. September 2025 Debt Transactions On September 25, 2025, we entered into a Term Loan Agreement (the “PNC Term Loan Agreement”) which provides for: a $200.0 million senior unsecured term loan (the “2031 Term Loan”), all of which was funded on the closing date, and a $250.0 million senior unsecured term loan (the “2032 Term Loan”), of which $100.0 million was funded on the closing date and the remaining $150.0 million will be available as a delayed draw term loan commitment until September 25, 2026. The 2031 Term Loan matures on March 25, 2031 and the 2032 Term Loan matures on September 24, 2032. We have fully hedged the 2031 Term Loan at an all-in fixed interest rate of 4.59% through March 2031. We have partially hedged $200.0 million of the 2032 Term Loan at an all-in fixed interest rate of 4.92% through September 2032, with the remaining $50.0 million of the 2032 Term Loan currently unhedged. Further, we amended our existing credit agreements agented by PNC Bank, National Association (the “PNC Credit Agreement”), Wells Fargo Bank, National Association (the “Wells Fargo Credit Agreement”) and Truist Bank (the “Truist Credit Agreement”), implementing certain conforming changes including, without limitation, removing the SOFR credit spread adjustments in those agreements. ATM Program During 2025, we entered into forward sale agreements with respect to an aggregate 3,342,894 shares of common stock under our existing ATM program at a weighted-average price of $16.95 per share. As of September 30, 2025, 2,237,595 shares remain unsettled under the forward sale agreements. We may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than the stated maturity dates of April 30, 2026, June 11, 2026, September 8, 2026, and September 9, 2026. The following table details information related to activity under the ATM program for the nine months ended September 30, 2025 (in thousands, except share and per share data). There was no activity during the three months ended September 30, 2025. Nine Months Ended September 30, 2025 Shares of common stock issued (1) 1,757,815 Weighted average price per share $ 16.32 Gross proceeds $ 28,694 Sales commissions and offering costs $ 342 Net proceeds $ 28,352 (1) Includes 1,105,299 shares of common stock that were physically settled at a weighted-average price of $16.37 per share under forward sale agreements. Results of Operations Overall We continued to grow our assets held for investment during the nine months ended September 30, 2025 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average capitalization rate of approximately 7.6%. This growth was financed through the PNC Term Loan Agreement and receipt of proceeds of $200.0 million and $100.0 million under the 2031 Term Loan and 2032 Term Loan, respectively, the amendment of our PNC Credit Agreement and receipt of proceeds under our $175.0 million senior unsecured term loan (the “2030 Term Loan B”), settlement of shares of common stock through our forward sale agreements in an amount of $17.9 million, the issuance of common stock under the 2024 ATM Program in an amount of $10.5 million, the usage of cash balances as a result of borrowings on our Revolver, the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the nine months ended September 30, 2025. 32 Table of Contents Acquisitions During the three months ended September 30, 2025, we acquired 46 properties for a total purchase price of $194.3 million, inclusive of $2.3 million of capitalized acquisition costs. The acquisitions were all accounted for as asset acquisitions. These properties are located in 20 states with a WALT of approximately 13.4 years. During the nine months ended September 30, 2025, we acquired 87 properties for a total purchase price of $368.3 million, inclusive of $4.2 million of capitalized acquisition costs. The acquisitions were all accounted for as asset acquisitions. These properties are located in 28 states with a WALT of approximately 13.1 years. Development As of September 30, 2025, we had two property developments under construction. During the three and nine months ended September 30, 2025, we invested $0.1 million and $2.2 million, respectively, in property developments. During the nine months ended September 30, 2025, we completed development on two projects and reclassified approximately $6.5 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying condensed consolidated balance sheets. Rent commenced for both of the completed developments in the second quarter of 2025. The remaining two developments are expected to be substantially completed with rent commencing at various points throughout 2026. The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying condensed consolidated balance sheets as of September 30, 2025. Dispositions During the three months ended September 30, 2025, we sold 24 properties for a total sales price, net of disposal costs, of $36.0 million, recognizing a net gain of $1.1 million on the sales. During the nine months ended September 30, 2025, we sold 60 properties for a total sales price, net of disposal costs, of $130.2 million, recognizing a net gain of $6.7 million on the sales. Investment in Mortgage Loans Receivable During the three and nine months ended September 30, 2025, we invested an additional $9.6 million and $35.3 million, respectively, in fully collateralized mortgage loans receivable with stated interest rates ranging from 7.00% to 10.25%. In addition, during the three and nine months ended September 30, 2025, we collected $12.5 million and $24.7 million, respectively, in principal on our mortgage loans receivable. Additionally, we sold three mortgage loans receivable at a discount in an effort to manage tenant exposure, recognizing non-credit related provisions for impairment of $1.4 million for the three and nine months ended September 30, 2025. See discussion of our mortgage loans receivable portfolio included in “Note 4 – Real Estate Investments” of our condensed consolidated financial statements, included in “Item 1 – Financial Statements (unaudited)”. 33 Table of Contents Economic and Financial Environment Changes in global or national market and economic conditions, such as global economic and financial market volatility and global geopolitical conflict, have caused, and may continue to cause, among other things, tightening in the credit markets, lower levels of liquidity, fluctuating interest rates and inflation, increases in the rate of default and bankruptcy, and lower consumer and business spending, which could materially and adversely affect us. For example, the current and continuing macro-economic conditions, including variable inflation and changing interest rates, may increase the costs associated with acquiring new properties and decrease the availability of financing on terms that we find attractive, which could reduce our ability to acquire properties at our historical rate with attractive terms. Additionally, other macroeconomic pressures in the U.S. and the global economy, including new and proposed tariffs on imports into the United States and current and potential countermeasures by foreign governments and recession fears, may impact our tenants as consumers reduce discretionary spending. A decline in consumer spending has had and may continue to have an adverse effect on tenants which, in turn, could impact our performance if tenants terminate leases or otherwise fail to pay rents. Other potential consequences of changes in economic and financial conditions include: changes in the performance of our tenants, which may result in lower rent and lower recoverable expenses, and tenant defaults under the lease; current or potential tenants may delay or postpone entering into long-term leases with us; increased costs of acquiring new properties on attractive terms; inability to borrow on terms and conditions that we find to be acceptable, which could reduce our ability to pursue acquisition opportunities or increase future interest expense; and the recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of buyer financing. We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs and commitments associated with our operations. We continually monitor the commercial real estate and credit markets carefully and, if required, will make decisions to adjust our business strategy accordingly. Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024 The following table sets forth our operating results for the periods indicated (in thousands): Three Months Ended September 30, 2025 2024 Revenues Rental revenue (including reimbursable) $ 45,026 $ 38,172 Interest income on loans receivable 3,282 3,272 Total revenues 48,308 41,444 Operating expenses Property 4,302 4,494 General and administrative 5,128 4,287 Depreciation and amortization 21,389 20,438 Provisions for impairment 5,493 9,838 Transaction costs 19 26 Total operating expenses 36,331 39,083 Other (expense) income Interest expense, net (12,636) (7,965) Gain (loss) on sales of real estate, net 1,122 (132) Other income, net 170 416 Total other expense, net (11,344) (7,681) Net income (loss) before income taxes 633 (5,320) Income tax expense (12) (2) Net income (loss) $ 621 $ (5,322) Revenue. Revenue for the three months ended September 30, 2025 increased by $6.9 million to $48.3 million from $41.4 million for the three months ended September 30, 2024, which is primarily attributed to an increase in the number of our operating leases. The increase includes additional cash rental receipts of $5.8 million, combined net increases of property expense reimbursements of $0.7 million, and an increase of $0.4 million in straight-line rental revenue. 34 Table of Contents Total operating expenses. Total operating expenses decreased by $2.8 million to $36.3 million for the three months ended September 30, 2025 as compared to $39.1 million for the three months ended September 30, 2024. The decrease is primarily attributed to a decrease in provisions for impairment, partially offset by increases in depreciation and amortization expense and payroll-related expenses. Total operating expenses include the following: • Property expenses. Property expenses decreased by $0.2 million to $4.3 million for the three months ended September 30, 2025 from $4.5 million for the three months ended September 30, 2024. The decrease is primarily attributed to combined net decreases of reimbursable property expenses of $0.2 million, of which $0.4 million were related to reimbursable common area maintenance and $0.1 million were related to reimbursable insurance, partially offset by an increase of $0.3 million of reimbursable property taxes. • General and administrative expenses. General and administrative expenses increased by $0.8 million to $5.1 million for the three months ended September 30, 2025 from $4.3 million for the three months ended September 30, 2024. The increases within general and administrative expense were primarily related to an increase of $0.6 million of bonus expense and an increase of $0.2 million of payroll expense. While our general and administrative expenses will continue to rise in some measure as our portfolio grows, we expect that such expenses, as a percentage of our portfolio ABR and total assets, will decrease over time due to operating efficiencies and economies of scale. • Depreciation and amortization. Depreciation and amortization expense increased by $1.0 million to $21.4 million for the three months ended September 30, 2025 from $20.4 million for the three months ended September 30, 2024. The increase in depreciation and amortization is proportionate to the increase in the size of the portfolio over the comparable period with associated increases primarily in building depreciation expense of $0.6 million, building improvements depreciation expense of $0.3 million, and in-place lease amortization expense of $0.1 million. • Provisions for impairment. For the three months ended September 30, 2025, we recorded provisions for impairment of $5.5 million on 13 properties and three mortgage loans receivable, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed during the three months ended September 30, 2025. One of the properties was held for investment as of September 30, 2025. For the three months ended September 30, 2024, we recorded provisions for impairment of $9.8 million on 18 properties, the majority of which were classified as held-for-sale or disposed during the three months ended September 30, 2024. Three of the properties were held for investment as of September 30, 2024. Property disposals relate to management’s continuous assessment of the Company’s portfolio in an effort to improve returns and manage risk exposure. Interest expense, net. Interest expense increased by $4.6 million to $12.6 million for the three months ended September 30, 2025 from $8.0 million for the three months ended September 30, 2024. The increase is primarily attributable to an increase of $2.7 million of interest related to our term loans, of which $2.3 million was related to our new 2030 Term Loan B, an increase of $1.7 million in amortization of deferred losses on interest rate swaps, and an increase of $0.2 million in amortization of loan fees associated with the January 2025 debt transactions. Gain (loss) on sales of real estate, net. Net gain (loss) on sales of real estate increased by $1.2 million to a $1.1 million gain for the three months ended September 30, 2025 from a $0.1 million loss for the three months ended September 30, 2024. For the three months ended September 30, 2025, 24 properties were sold for a sales price, net of disposal costs, of $36.0 million. For the three months ended September 30, 2024, eight properties were sold for a sales price, net of disposal costs, of $23.0 million. Other income, net. Other income, net decreased by $0.2 million to $0.2 million for the three months ended September 30, 2025 from $0.4 million for the three months ended September 30, 2024. The decrease is primarily related to a $0.2 million reduction in insurance recoveries associated with prior year property damages and an increase of $0.1 million of third-party debt issuance costs expensed as a result of the September 2025 debt transactions. Net income (loss). Net income increased by $5.9 million to net income of $0.6 million for the three months ended September 30, 2025 from a net loss of $5.3 million for the three months ended September 30, 2024. Net income increased primarily due to additional rental revenues associated with the growth of our real estate investment portfolio, an increase in the net gain on the sales of real estate, and a decrease of provisions for impairment. These increases are partially offset by increases in interest expense, depreciation and amortization expense, and bonus and payroll-related expenses. 35 Table of Contents Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024 The following table sets forth our operating results for the periods indicated (in thousands): Nine Months Ended September 30, 2025 2024 Revenues Rental revenue (including reimbursable) $ 132,774 $ 110,226 Interest income on loans receivable 9,485 8,458 Other revenue 245 — Total revenues 142,504 118,684 Operating expenses Property 13,589 12,578 General and administrative 15,772 15,266 Depreciation and amortization 63,818 56,522 Provisions for impairment 13,531 17,336 Transaction costs 139 201 Total operating expenses 106,849 101,903 Other (expense) income Interest expense, net (36,734) (21,749) Gain on sales of real estate, net 6,730 874 Loss on debt extinguishment (46) — Other income (expense), net 46 (2,451) Total other expense, net (30,004) (23,326) Net income (loss) before income taxes 5,651 (6,545) Income tax expense (41) (31) Net income (loss) $ 5,610 $ (6,576) Revenue. Revenue for the nine months ended September 30, 2025 increased by $23.8 million to $142.5 million from $118.7 million for the nine months ended September 30, 2024, which is attributed to an increase in the number of our operating leases and properties securing our mortgage loans. The increase includes additional cash rental receipts of $19.3 million, combined net increases of property expense reimbursements of $1.9 million, an increase of $1.4 million in straight-line rental revenue, an increase of $1.0 million related to interest income on mortgage loans receivable, and an increase of $0.2 million of other revenue related to settlement proceeds associated with a lease termination. Total operating expenses. Total expenses increased by $4.9 million to $106.8 million for the nine months ended September 30, 2025 as compared to $101.9 million for the nine months ended September 30, 2024. The increase is primarily attributed to an increase in the number of operating properties, with the most significant increases being depreciation and amortization expense, property-specific reimbursable expenses, and payroll-related costs, offset by a decrease in employee severance and a decrease in provisions for impairment. Total operating expenses include the following: • Property expenses. Property expenses increased by $1.0 million to $13.6 million for the nine months ended September 30, 2025 from $12.6 million for the nine months ended September 30, 2024. The increase is primarily attributed to the increase in the number of operating properties, including combined net increases of reimbursable property expenses of $0.6 million, of which $1.1 million were related to reimbursable property taxes, which were offset by decreases of $0.3 million and $0.2 million of reimbursable common area maintenance and reimbursable insurance, respectively, and combined net increases of non-reimbursable property expenses of $0.4 million, of which $0.3 million were related to property insurance. • General and administrative expenses. General and administrative expenses increased by $0.5 million to $15.8 million for the nine months ended September 30, 2025 from $15.3 million for the nine months ended September 30, 2024. The increase is primarily due to an increase of $1.3 million of bonus expense, an increase of $0.3 million of stock-based compensation, and other net increases of $0.3 million, partially offset by a decrease of employee severance of $1.4 million. While our general and administrative expenses will continue to rise in some measure as our portfolio grows, we expect that such expenses, as a percentage of our portfolio ABR and total assets, will decrease over time due to operating efficiencies and economies of scale. 36 Table of Contents • Depreciation and amortization. Depreciation and amortization expense increased by $7.3 million to $63.8 million for the nine months ended September 30, 2025 from $56.5 million for the nine months ended September 30, 2024. The increase in depreciation and amortization is proportionate to the increase in the size of the portfolio over the comparable period with associated increases primarily in building depreciation expense of $4.1 million, building improvements depreciation expense of $2.0 million, and in-place lease amortization expense of $1.2 million. • Provisions for impairment. For the nine months ended September 30, 2025, we recorded provisions for impairment of $13.5 million on 34 properties and three mortgage loans receivable, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed during the nine months ended September 30, 2025. Two properties were held for investment as of September 30, 2025. For the nine months ended September 30, 2024, we recorded provisions for impairment of $17.3 million on 40 properties, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed during the nine months ended September 30, 2024. Nine properties were held for investment as of September 30, 2024. Property disposals relate to management’s continuous assessment of the Company’s portfolio in an effort to improve returns and manage risk exposure. Interest expense, net. Interest expense increased by $15.0 million to $36.7 million for the nine months ended September 30, 2025 from $21.7 million for the nine months ended September 30, 2024. The increase is primarily attributable to an increase of $8.1 million of interest related to our term loans, of which $6.5 million, $0.8 million, and $0.7 million is related to our new 2030 Term Loan B, our $250.0 million senior unsecured term loan (the “2029 Term Loan”), and our $175.0 million senior unsecured term loan (the “2030 Term Loan A”), respectively. Additional increases are related to an increase of $5.1 million in amortization of deferred losses on interest rate swaps, an increase of $0.7 million of interest incurred under our Revolver, primarily due to an increase in average borrowings outstanding, an increase of $0.6 million of capitalized interest on our property developments, and an increase of $0.5 million in amortization of loan fees associated with the January 2025 debt transactions. Gain on sales of real estate, net. Net gain on sales of real estate increased by $5.8 million to $6.7 million for the nine months ended September 30, 2025 from $0.9 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, 60 properties were sold for a sales price, net of disposal costs, of $130.2 million. For the nine months ended September 30, 2024, 26 properties were sold for a sales price, net of disposal costs, of $55.6 million. Other income (expense), net. Other income (expense), net decreased by $2.5 million to less than $0.1 million of other income for the nine months ended September 30, 2025 from $2.5 million of other expense for the nine months ended September 30, 2024. The net decrease in expense is primarily related to events that occurred during the nine months ended September 30, 2024, including a transfer fraud loss of $2.8 million, net of insurance recoveries, and $0.9 million of losses associated with property damages offset by $0.2 million of insurance recoveries, partially offset by $0.5 million of proceeds received from the settlement of a lease escrow agreement during the nine months ended September 30, 2024 and $0.4 million and $0.1 million of third-party debt issuance costs expensed as a result of the January 2025 and September 2025 debt transactions. Net income (loss). Net income increased by $12.2 million to net income of $5.6 million for the nine months ended September 30, 2025 from a net loss of $6.6 million for the nine months ended September 30, 2024. Net income increased due to additional rental revenues associated with the growth of our real estate investment portfolio, in addition to increased interest income associated with our mortgage loans receivable, an increase in the net gain on the sales of real estate, a decrease in provisions for impairment, a decrease of employee severance, and the occurrence of a transfer fraud loss in the prior year. The increase in net income is partially offset by increases in interest expense and depreciation and amortization expense. Liquidity and Capital Resources Our primary capital requirements include funding property acquisitions and developments, investments in mortgage loans receivable, required debt interest payments, as well as working capital needs, operating expenses, and capital expenditures. Our capital resources primarily consist of cash from operations, sales of equity securities, and available borrowing facilities. As of September 30, 2025, we had $200.0 million outstanding principal amount under the $200.0 million senior unsecured term loan (the “2028 Term Loan”), $250.0 million outstanding principal amount under the 2029 Term Loan, $175.0 million outstanding principal amount under the 2030 Term Loan A, $175.0 million outstanding principal amount under the 2030 Term Loan B, $200.0 million outstanding principal amount under the 2031 Term Loan, and $100.0 million outstanding principal amount under the 2032 Term Loan. Additionally, as of September 30, 2025, we had $40.8 million and $30.2 million of unsettled forward equity under our 2024 ATM Program and prior at-the-market equity program, respectively. As of September 30, 2025, $271.3 million of remaining gross proceeds were available for future issuances of shares of our common stock under the 2024 ATM Program, inclusive of unsettled shares under forward sale agreements. Lastly, we had $150.5 million and $209.7 million of unsettled forward equity under the January 2024 and July 2025 follow-on offering forward sale agreements, respectively, as of September 30, 2025. 37 Table of Contents On January 15, 2025, we amended our PNC Credit Agreement to provide for a new $175.0 million 2030 Term Loan B and an upsized $500.0 million Revolver. The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at our election, a one-year option to extend the maturity to January 2030. The 2030 Term Loan B was fully funded on the closing date and we have hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 5.02% through January 2030. The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the existing $175.0 million 2030 Term Loan A from January 2027 to January 2029 with an option, at our election, to extend the maturity to January 2030. On September 25, 2025, we entered into a PNC Term Loan Agreement to provide for a new $200.0 million 2031 Term Loan, which was fully funded on the closing date, and a $250.0 million 2032 Term Loan, of which $100.0 million was funded on the closing date and the remaining $150.0 million will be available until September 25, 2026. The 2031 Term Loan matures on March 25, 2031 and the 2032 Term Loan matures on September 24, 2032. We have hedged the entire $200.0 million 2031 Term Loan at an all-in fixed interest rate of 4.59% through March 2031. We have partially hedged $200.0 million of the 2032 Term Loan at an all-in fixed interest rate of 4.92% through September 2032, with the remaining $50.0 million of the 2032 Term Loan currently unhedged. We believe the availability of proceeds from our debt, proceeds from the settlement of unsettled outstanding forward sale agreements, future issuances of shares of our common stock under our ATM program or subsequent at-the-market sale programs, as well as our cash flows from operations and available borrowing capacity under the Revolver, will be adequate to support our ongoing operations and to fund our debt service requirements, capital expenditures, and working capital requirements for at least the next 12 months. We anticipate funding our long-term capital needs through cash provided from operations, borrowings under our 2032 Term Loan, borrowings under our Revolver, and issuances of common stock. Contractual Obligations and Commitments As of September 30, 2025, our contractual debt obligations primarily include the maturity of our 2028 Term Loan with the scheduled principal payment due on February 11, 2028, the maturity of our 2029 Term Loan with the scheduled principal payment due on July 3, 2026, the maturities of our 2030 Term Loan A and 2030 Term Loan B with the scheduled principal payments due on January 15, 2029, the maturity of our 2031 Term Loan with the scheduled principal payment due on March 25, 2031, and the maturity of our 2032 Term Loan with the scheduled principal payment due on September 24, 2032. During the nine months ended September 30, 2025, we borrowed $199.0 million at a weighted average interest rate of 5.47% and also repaid $438.0 million on our Revolver. 38 Table of Contents The following table provides information with respect to our commitments as of September 30, 2025 (in thousands): Payment Due by Period Total From October 1, 2025 to December 31, 2025 2026 - 2027 2028 - 2029 Thereafter Contractual Obligations 2028 Term Loan – Principal $ 200,000 $ — $ — $ 200,000 $ — 2028 Term Loan – Variable interest (1) 17,895 1,906 15,121 868 — 2029 Term Loan – Principal 250,000 — 250,000 — — 2029 Term Loan – Variable interest (1) 9,236 3,079 6,157 — — 2030 Term Loan A – Principal 175,000 — — 175,000 — 2030 Term Loan A – Variable interest (1) 20,437 1,564 12,412 6,461 — 2030 Term Loan B – Principal 175,000 — — 175,000 — 2030 Term Loan B – Variable interest (1) 28,953 2,216 17,584 9,153 — 2031 Term Loan – Principal 200,000 — — — 200,000 2031 Term Loan – Variable interest (1) 50,296 2,312 18,349 18,349 11,286 2032 Term Loan – Principal 100,000 — — — 100,000 2032 Term Loan – Variable interest (1) 34,541 1,247 9,891 9,891 13,512 Ticking Fee (2) 225 5 220 — — Facility Fee (3) 2,470 189 1,500 781 — Mortgage Note – Principal 8,084 43 8,041 — — Mortgage Note – Interest 772 91 681 — — Property development under contract 6,269 1,740 4,529 — — Additional principal under mortgage loans receivable 11,403 4,778 6,625 — — Tenant improvement allowances 6,339 3,599 2,740 — — Corporate office lease obligations 4,795 161 1,323 1,396 1,915 Total $ 1,301,715 $ 22,930 $ 355,173 $ 596,899 $ 326,713 (1) We have various interest rate derivative contracts to fix the variable base interest rate (SOFR) on our term loans. Accordingly, the projected interest rate obligations for the variable rate term loans are based on the weighted-average hedged fixed rates, plus the applicable margins. See “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments” for further discussion on our debt and interest rate hedges. (2) We are subject to a ticking fee of 0.20% on the undrawn amount under our 2032 Term Loan. (3) We are subject to a facility fee of 0.15% on our Revolver. In August 2021, we entered into a lease agreement related to our corporate office space, which is classified as an operating lease. We began operating out of the 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 our option for two additional periods of five years. Annual rent expense, excluding operating expenses, is approximately $0.5 million during the initial term. Additionally, in the normal course of business, we enter 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 our customary due diligence process and, accordingly, a number of specific conditions must be met before we are obligated to purchase or extend funding. As of September 30, 2025, we had commitments to fund property developments and extend funds under mortgage loans receivable totaling $6.3 million and $11.4 million, respectively, which is expected to be funded through the end of 2026. Debt See discussion of our debt and interest rate hedges included in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments” in “Item 1 – Financial Statements (unaudited).” 39 Table of Contents Historical Cash Flow Information Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2025 2024 (In thousands) (Unaudited) Net cash provided by (used in): Operating activities $ 80,701 $ 62,128 Investing activities (239,508) (319,379) Financing activities 197,811 256,072 Cash Flows Provided By Operating Activities. Net cash provided by operating activities increased by $18.6 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was largely attributed to the increase in the size of our real estate investment portfolio with an increase in rental receipts of $19.3 million, additional interest received under our mortgage loans receivable, and changes in working capital accounts, partially offset by an increase in cash paid for interest of $9.1 million, and an increase in operating expenses paid associated with our larger portfolio. Cash Flows Used In Investing Activities. Net cash used in investing activities decreased by $79.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily due to an increase of $78.9 million and $10.5 million of proceeds received from the sale of real estate and mortgage loans receivable, respectively, a decrease of $33.3 million in real estate development and improvements, an increase of $13.4 million in principal collections on mortgage loans receivable, and a decrease of $7.5 million in earnest money deposits, partially offset by an increase of $62.9 million in acquisitions of real estate and an increase in cash invested in mortgage loans receivable of $0.5 million. Cash Flows Provided By Financing Activities. Net cash provided by financing activities decreased by $58.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily attributed to an increase in net repayments of $309.0 million under our Revolver and $107.1 million of less proceeds received due to fewer issuances of common stock in connection with our ATM Programs and forward sale agreements. Additional items contributing to the decrease are an increase of $12.0 million in deferred financing costs and an increase in payments of common stock dividends of $6.0 million. The decrease is partially offset by an increase in net term loan proceeds of $375.0 million, and a decrease in the repurchase of common stock for tax withholding obligations of $0.6 million. Income Taxes We have elected to be treated and qualify as a REIT for U.S. federal income tax purposes. To qualify as a REIT, we must meet certain organizational, income, asset, and distribution tests. Accordingly, we will generally not be subject to corporate U.S. federal or state income tax to the extent that we make qualifying distributions of all of our taxable income to our stockholders and provided we satisfy on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution, and share ownership tests. We intend to make sufficient distributions during 2025 to receive a full dividends paid deduction. We maintain a taxable REIT subsidiary (“TRS”) which may be subject to U.S. federal, state, and local income taxes on its taxable income. In general, our TRS may perform services for our tenants, hold assets that we cannot hold directly, and may engage in any real estate or non-real estate-related business. Recent Accounting Pronouncements A discussion of recent accounting pronouncements and their possible effects on our condensed consolidated financial statements is included in “Note 2 – Summary of Significant Accounting Policies” in “Item 1 – Financial Statements (unaudited).” 40 Table of Contents Critical Accounting Policies and Estimates Our accounting policies have been established to conform with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. A summary of our critical accounting policies is included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to these policies during the periods covered by this quarterly report. Non-GAAP Financial Measures Our reported results are presented in accordance with GAAP. We also disclose the following non-GAAP financial measures: Funds From Operations (“FFO”), Core FFO, Adjusted FFO (“AFFO”), earnings before interest expense, income tax expense, and depreciation and amortization (“EBITDA”), EBITDA further adjusted to exclude gains (or losses) from the sales of depreciable property and real estate impairment losses (“EBITDA re ”), Adjusted EBITDA re , Annualized Adjusted EBITDA re , Net Debt, Adjusted Net Debt, property-level net operating income (“Property-Level NOI”), property-level cash net operating income (“Property-Level Cash NOI”), and property-level cash net operating income estimated run rate (“Property-Level Cash NOI - Estimated Run Rate”), all of which are detailed below. We believe these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, and AFFO The National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as FFO. Our FFO is net income in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property. Core FFO is a non-GAAP financial measure defined as FFO adjusted to remove the effect of unusual and non-recurring items that are not expected to impact our operating performance or operations on an ongoing basis. These include non-recurring executive transition costs, severance and related charges, other non-recurring losses (gains), and debt related transaction costs. AFFO is a non-GAAP financial measure defined as Core FFO adjusted for GAAP net income related to non-cash revenues and expenses, such as straight-line rent, amortization of above- and below-market lease-related intangibles, amortization of lease incentives, capitalized interest expense and earned development interest, non-cash interest expense, non-cash compensation expense, amortization of deferred financing costs, amortization of above/below-market assumed debt, and amortization of loan origination costs. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. In fact, real estate values historically have risen or fallen with market conditions. FFO is intended to be a standard supplemental measure of operating performance that excludes historical cost depreciation and valuation adjustments from net income. We consider FFO to be useful in evaluating potential property acquisitions and measuring operating performance. We further consider FFO, Core FFO, and AFFO to be useful in determining funds available for payment of distributions. FFO, Core FFO, and AFFO do not represent net income or cash flows from operations as defined by GAAP. You should not consider FFO, Core FFO, and AFFO to be alternatives to net income as a reliable measure of our operating performance nor should you consider FFO, Core FFO, and AFFO to be alternatives to cash flows from operating, investing, or financing activities (as defined by GAAP) as measures of liquidity. FFO, Core FFO, and AFFO do not measure whether cash flow is sufficient to fund our cash needs, including principal amortization, capital improvements, and distributions to stockholders. FFO, Core FFO, and AFFO do not represent cash flows 41 Table of Contents from operating, investing, or financing activities as defined by GAAP. Further, FFO, Core FFO, and AFFO as disclosed by other REITs might not be comparable to our calculations of FFO, Core FFO, and AFFO. The following table sets forth a reconciliation of FFO, Core FFO, and AFFO for the periods presented to net income (loss) before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (Unaudited) (Unaudited) Net income (loss) $ 621 $ (5,322) $ 5,610 $ (6,576) Depreciation and amortization of real estate 21,315 20,360 63,598 56,286 Provisions for impairment 4,134 9,838 12,173 17,336 (Gain) loss on sales of real estate, net (1,122) 132 (6,730) (874) FFO 24,948 25,008 74,651 66,172 Adjustments: Non-recurring executive transition costs, severance, and related charges 1 14 80 1,495 Debt related transaction costs 92 — 495 — Other non-recurring loss (gain), net 1,314 (115) 1,314 3,077 Core FFO 26,355 24,907 76,540 70,744 Adjustments: Straight-line rent adjustments (1,126) (749) (3,263) (1,829) Amortization of deferred financing costs 756 558 2,164 1,673 Amortization of above/below-market assumed debt 29 29 86 86 Amortization of loan origination costs and discounts (147) (265) (197) (242) Amortization of lease-related intangibles (35) (170) (110) (363) Earned development interest 36 259 118 962 Capitalized interest expense (24) (130) (112) (709) Non-cash interest expense (income) 721 (990) 2,138 (2,948) Non-cash compensation expense 1,484 1,376 4,393 4,128 AFFO $ 28,049 $ 24,825 $ 81,757 $ 71,502 EBITDA, EBITDAre, Adjusted EBITDAre, and Annualized Adjusted EBITDAre We compute EBITDA as earnings before interest expense, income tax expense, and depreciation and amortization. In 2017, NAREIT issued a white paper recommending that companies that report EBITDA also report EBITDA re . We compute EBITDA re in accordance with the definition adopted by NAREIT. NAREIT defines EBITDA re as EBITDA (as defined above) excluding gains (or losses) from the sales of depreciable property and impairment charges on depreciable real property. Adjusted EBITDA re is a non-GAAP financial measure defined as EBITDA re further adjusted to exclude straight-line rent, non-cash compensation expense, non-recurring executive transition costs, severance and related charges, debt related transaction costs, transaction costs, other non-recurring loss (gain), net, other non-recurring expenses (income) including lease termination fees, as well as adjustments for construction in process and for intraquarter activities. Annualized Adjusted EBITDA re is Adjusted EBITDA re multiplied by four. We present EBITDA, EBITDA re , Adjusted EBITDA re , and Annualized Adjusted EBITDA re as they are measures commonly used in our industry. We believe that these measures are useful to investors and analysts because they provide supplemental information concerning our operating performance, exclusive of certain non-cash items and other costs. We use EBITDA, EBITDA re , Adjusted EBITDA re , and Annualized Adjusted EBITDA re as measures of our operating performance and not as measures of liquidity. 42 Table of Contents EBITDA, EBITDA re , Adjusted EBITDA re , and Annualized Adjusted EBITDA re do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Additionally, our computation of EBITDA, EBITDA re , Adjusted EBITDA re , and Annualized Adjusted EBITDA re may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs. The following table sets forth a reconciliation of EBITDA and EBITDA re for the periods presented to net income (loss) before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (Unaudited) (Unaudited) Net income (loss) $ 621 $ (5,322) $ 5,610 $ (6,576) Depreciation and amortization of real estate 21,315 20,360 63,598 56,286 Amortization of lease-related intangibles (35) (170) (110) (363) Non-real estate depreciation and amortization 74 78 220 236 Interest expense, net 12,636 7,965 36,734 21,749 Income tax expense 12 2 41 31 Amortization of loan origination costs and discounts (147) (265) (197) (242) EBITDA 34,476 22,648 105,896 71,121 Adjustments: Provisions for impairment 4,134 9,838 12,173 17,336 (Gain) loss on sales of real estate, net (1,122) 132 (6,730) (874) EBITDA re $ 37,488 $ 32,618 $ 111,339 $ 87,583 43 Table of Contents The following table sets forth a reconciliation of EBITDA, EBITDA re , Adjusted EBITDA re , and Annualized Adjusted EBITDA re for the period presented to net income before allocation to noncontrolling interests, as computed in accordance with GAAP (dollars in thousands): Three Months Ended September 30, 2025 (Unaudited) Net income $ 621 Depreciation and amortization of real estate 21,315 Amortization of lease-related intangibles (35) Non-real estate depreciation and amortization 74 Interest expense, net 12,636 Income tax expense 12 Amortization of loan origination costs and discounts (147) EBITDA 34,476 Adjustments: Provisions for impairment 4,134 Gain on sales of real estate, net (1,122) EBITDA re 37,488 Adjustments: Straight-line rent adjustments (1,126) Debt related transaction costs 92 Non-recurring executive transition costs, severance, and related charges 1 Other non-recurring loss, net 1,314 Transaction costs 19 Non-cash compensation expense 1,484 Adjustment for construction in process (1) 32 Adjustment for intraquarter investment activities (2) 2,474 Adjusted EBITDA re 41,778 Annualized Adjusted EBITDA re (3) $ 167,112 Net Debt / Annualized Adjusted EBITDAre 6.3x Adjusted Net Debt / Annualized Adjusted EBITDA re 3.7x Pro Forma Adjusted Net Debt / Annualized Adjusted EBITDA re 3.6x (1) Adjustment reflects the estimated cash yield on developments in process as of September 30, 2025. (2) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended September 30, 2025 had occurred on July 1, 2025. (3) We calculate Annualized Adjusted EBITDA re by multiplying Adjusted EBITDA re by four. Net Debt, Adjusted Net Debt, and Pro Forma Adjusted Net Debt We calculate Net Debt as the principal amount of our total debt outstanding, excluding deferred financing costs, net discounts, and debt issuance costs, less cash, cash equivalents, and restricted cash available for future investment. We then adjust Net Debt by the net value of unsettled forward equity as of period end to derive Adjusted Net Debt. Further, we adjust Adjusted Net Debt by the value of any unsettled forward equity and at-the-market sales occurring subsequent to the period to derive Pro Forma Adjusted Net Debt. We believe excluding cash, cash equivalents, and restricted cash available for future investment from the principal amount of our total debt outstanding, together with the exclusion of the net value of unsettled forward equity as of period end and the net value of unsettled forward equity and at-the-market sales subsequent to the period, all of which could be used to repay debt, provides a useful estimate of the net contractual amount of borrowed capital to be repaid. We believe these adjustments are additional beneficial disclosures to investors and analysts. 44 Table of Contents The following table reconciles the principal amount of total debt to Net Debt, Adjusted Net Debt, and Pro Forma Adjusted Net Debt (in thousands): As of September 30, 2025 Principal amount of total debt $ 1,108,084 Less: Cash, cash equivalents, and restricted cash (53,324) Net Debt 1,054,760 Less: Net value of unsettled forward equity (1) (431,246) Adjusted Net Debt 623,514 Less: Subsequent ATM sales (2) (29,682) Pro Forma Adjusted Net Debt $ 593,832 (1) There were 25,393,242 unsettled shares under forward equity contracts as of September 30, 2025 at the available weighted-average net settlement price of $16.98. (2) There were 1,556,592 unsettled shares under new forward equity contracts executed subsequent to the period at the available weighted-average net settlement price of $18.12. Additionally, there were 82,500 shares of common stock issued under the ATM program at a net settlement price of $17.96 per share. Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate are non-GAAP financial measures which we use to assess our operating results. We compute Property-Level NOI as net income (computed in accordance with GAAP), excluding general and administrative expenses, interest expense, net, income tax expense, amortization of loan origination costs and discounts, transaction costs, depreciation and amortization, gains (or losses) on sales of depreciable property, real estate impairment losses, interest income on mortgage loans receivable, debt related transaction costs, and other expense (income), net, including lease termination fees. We further adjust Property-Level NOI for non-cash revenue components of straight-line rent and amortization of lease-intangibles to derive Property-Level Cash NOI. We further adjust Property-Level Cash NOI for intraquarter acquisitions, dispositions, and completed development to derive Property-Level Cash NOI - Estimated Run Rate. We believe Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate provide useful and relevant information because they reflect only those income and expense items that are incurred at the property level and present such items on an unlevered basis. Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate are not measurements of financial performance under GAAP and may not be comparable to similarly titled measures of other companies. You should not consider our measures as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. 45 Table of Contents The following table sets forth a reconciliation of Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate for the period presented (in thousands): Three Months Ended September 30, 2025 (Unaudited) Net income $ 621 General and administrative expense 5,128 Depreciation and amortization 21,389 Provisions for impairment 5,493 Transaction costs 19 Interest expense, net 12,636 Gain on sales of real estate, net (1,122) Income tax expense 12 Amortization of loan origination costs and discounts (147) Interest income on mortgage loans receivable (3,282) Other income, net (170) Property-Level NOI 40,577 Straight-line rent adjustments (1,126) Amortization of lease-related intangibles (35) Property-Level Cash NOI $ 39,416 Adjustment for intraquarter acquisitions, dispositions, and completed development (1) 2,691 Property-Level Cash NOI - Estimated Run Rate $ 42,107 (1) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended September 30, 2025 had occurred on July 1, 2025.