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Item 7. Management’s Discussion and Analysis

2026-02-10 compared with 2025-02-24 · 166 added, 157 removed, 250 unchanged (56% of the section changed)

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Business Overview

We are an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant, retail commercial real estate subject to long-term net leases with high credit quality tenants across the United States.

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 December 31, 2024, we owned or had investments in 687 properties that were diversified by tenant, industry, and geography, including 98 different tenants, across 26 retail sectors in 45 states.

This excludes five 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 December 31, 2025, we owned or had investments in 761 properties diversified by tenant, industry, and geography, comprising 129 different tenants across 28 retail sectors in 45 states.

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

We focus on tenants in industries where we believe 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 grocers, convenience stores, discount stores, home improvement, quick-service restaurants, general retail, and auto parts, all of which we refer to as defensive retail industries.

As of December 31, 2025, our investments generated ABR 1 of $198.3 million.

Approximately 44% of our ABR is from investment grade 2 credit rated tenants and an additional 14% of our ABR is derived from tenants with an investment grade profile 3 .

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

On September 1, 2021, October 25, 2023, and August 12, 2024, we entered into a $250.0 million at-the-market equity program (the “2021 ATM Program”), a $300.0 million at-the-market equity program (the “2023 ATM Program”), and a $300.0 million at-the-market equity program (the “2024 ATM Program”), respectively (collectively, the “ATM Programs”) from which, from time to time, we may sell shares of our common stock in registered transactions.

In connection with the establishment of the 2024 ATM Program, the 2023 ATM Program was terminated, and, in connection with the establishment of the 2023 ATM Program, the 2021 Program was terminated.

As a result of such terminations, we will not offer or sell any additional shares of common stock under the 2023 ATM Program or the 2021 ATM Program.

Additionally, as of December 31, 2024, we had $30.5 million and $2.6 million of unsettled forward equity under the 2023 ATM Program and 2024 ATM Program, respectively.

During 2024, we entered into forward sale agreements with respect to 1,743,100 shares of common stock under the 2023 ATM Program at a weighted average price of $17.67 per share that remain unsettled.

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 December 31, 2025.

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

The following table details information related to activity under the ATM Programs for the year ended December 31, 2024 (in thousands, except share and per share data):

Our portfolio was 99.9% occupied and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 10.1 years.

Reduced Margins on Debt

As a result of receiving an investment grade credit rating, the interest rate on our term loans and Revolver (as defined below), including our Revolver facility fee, is now determined by our credit rating and consolidated total leverage ratio.

For the 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, 2030 Term Loan B, and 2031 Term Loan (each as defined below), our applicable margin was reduced by 20 basis points from 1.15% to 0.95%.

For the 2032 Term Loan (as defined below), our applicable margin was reduced by 25 basis points from 1.50% to 1.25%.

For the Revolver, our applicable margin was reduced by 15 basis points from 1.00% to 0.85%, and the facility fee increased by five basis points from 0.15% to 0.20%.

See Note 6 – “Debt” for further discussion on our debt and interest rates.

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, $50.0 million was funded on January 2, 2026, and the remaining $100.0 million is 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 4.39% through March 2031.

We have partially hedged $200.0 million of the 2032 Term Loan at an all-in fixed interest rate of 4.67% 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.

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 underwriters’ 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.

On December 30, 2025, we physically settled 8,155,053 shares of common stock at a weighted-average price of $16.81 per share in accordance with the forward sale agreements.

We received net proceeds from the settlement of $137.0 million, net of underwriting discounts and offering costs of $7.6 million.

As of December 31, 2025, 4,264,947 shares remain unsettled under the July 2025 forward sale agreements.

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.

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 December 31, 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 investment grade credit metrics (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.

During 2025, we entered into forward sale agreements with respect to an aggregate 9,068,486 shares of common stock under the existing $300.0 million at-the-market equity program established in August 2024 (the “2024 ATM Program”) at a weighted-average price of $17.75 per share.

The following table details information related to activity under the 2024 ATM Program, excluding unsettled shares under forward sale agreements (in thousands, except share and per share data):

Year Ended December 31, 2025

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Net proceeds $ 51,562

(1) Represented shares of common stock physically settled under the forward sale agreement with respect to the 2021 ATM Program.

1 Annualized base rent (“ABR”) is annualized base rent as of December 31, 2024, for all leases that commenced, and annualized cash interest on mortgage loans receivable in place as of that date.

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

January 2024 Follow-On Offering

In January 2024, we completed a registered public offering of 11,040,000 shares of our common stock at a public offering price of $18.00 per share.

In connection with the offering, we entered into forward sale agreements for 11,040,000 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 the 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, 2025.

On September 26, 2024, we 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.

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

As of December 31, 2024, 8,840,000 shares remain unsettled under the January 2024 forward sale agreements.

January 2025 Debt Transaction

On January 15, 2025, the Company amended its 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”).

(1) Includes 2,450,246 shares of common stock that were physically settled at a weighted-average price of $16.47 per share under forward sale agreements.

As of December 31, 2025, 8,513,887 shares remain unsettled under forward sale agreements associated with our existing $300.0 million at-the-market equity program (the “2023 ATM Program”) and the 2024 ATM Program.

We may physically settle the forward sale agreements (by 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 ranging from September 2026 to December 2026.

As of December 31, 2025, the remaining availability under the 2024 ATM Program was $124.3 million.

January 2025 Debt Transactions

On January 15, 2025, we amended our existing PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement.

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

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

The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at the Company’s 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 the Company has hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 5.12% through January 2030.

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

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 4.82% through January 2030.

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

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

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

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

Results of Operations

We continued to grow our assets held for investment during the year ended December 31, 2024 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average capitalization rate of approximately 7.5%.

This growth was financed through a $100.0 million draw on our $250.0 million 2029 Term Loan, settlement of shares of common stock through our forward sale agreements in an amount of $135.4 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 year ended December 31, 2024.

We continued to grow our assets held for investment during the year ended December 31, 2025 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average cash yield of approximately 7.5%.

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 of $175.0 million under the 2030 Term Loan B, settlement of shares of common stock through our forward sale agreements in an amount of $136.8 million, the issuance of common stock under the 2024 ATM Program in an amount of $51.6 million, including settlement of forward shares, 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 year ended December 31, 2025.

During 2025, we acquired 140 properties for a total purchase price of $603.0 million, inclusive of $7.0 million of capitalized acquisition costs.

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These properties are located in 31 states with a WALT of approximately 13.9 years.

As of December 31, 2024, we had four property developments under construction.

During 2024, we invested $29.8 million in our property developments, including the land acquisition of four new developments with a combined initial purchase price of $2.0 million.

During 2024, we completed development on 18 projects and reclassified approximately $52.9 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying consolidated balance sheets.

Rent commenced for 17 of the 18 completed developments in 2024, while rent is expected to commence for the other completed development in the first quarter of 2025.

The remaining four developments are expected to be substantially completed with rent commencing at various points throughout the next twelve months.

As of December 31, 2025, we had three property developments under construction.

During 2025, we invested $6.9 million in property developments, including the land acquisition of two new developments with a combined initial purchase price of $3.1 million.

During 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 consolidated balance sheets.

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

The remaining three 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 consolidated balance sheets as of December 31, 2025.

During 2024, we sold 56 properties for a total sales price, net of disposal costs, of $110.9 million, recognizing a net gain of $1.9 million.

During 2025, we sold 78 properties, including one property under development, for a total sales price, net of disposal costs, of $169.1 million, recognizing a net gain of $7.7 million.

Investment in Mortgage Loans Receivable

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In addition, during the year ended December 31, 2025, we collected $31.3 million in principal on our mortgage loans receivable.

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

The funds provided under the loans, in addition to discount and loan origination costs, net of loan origination fees of $0.1 million, are included in mortgage loans receivable, net in the accompanying consolidated balance sheets as of December 31, 2024.

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 year ended December 31, 2025.

See discussion of our mortgage loans receivable portfolio included in “Note 4 – Real Estate Investments” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

Economic and Financial Environment

The annual inflation rate for the twelve months ended December 31, 2024 and 2023 was 2.9% and 3.4%, respectively.

While the Federal Reserve raised interest rates in an effort to lower inflation throughout 2022 and the first half of 2023, rates had remained unchanged for nearly a year until the first rate cut occurred in September 2024.

This initial rate cut was followed by two additional cuts during the fourth quarter of 2024.

There continues to be uncertainty entering into 2025 as to whether rates will be maintained or further cut, and the timing of potential cuts, leading to uncertainties in the financing market and broader economy.

In the commercial real estate market, property prices generally continue to fluctuate, which may impact our investment capitalization rates and operating costs.

Likewise, during certain periods, including the current market, the credit markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital.

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

Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024

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Loss on debt extinguishment (46) —

Other (expense) income, net (1,944) 752

Other income (expense), net 444 (1,944)

Total other expense, net (43,218) (30,392)

Net (loss) income before income taxes (11,951) 6,841

Income tax (expense) benefit (49) 49

Net (loss) income $ (12,000) $ 6,890

Revenue for the year ended December 31, 2024 increased by $30.9 million to $162.8 million from $131.9 million for the year ended December 31, 2023, 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 $26.1 million, an increase of $4.2 million related to interest income on mortgage loans receivable, and an increase of $1.7 million in straight-line rental revenue.

The increase is partially offset by a $0.8 million increase in reserves for uncollectible amounts.

Net income (loss) before income taxes 6,992 (11,951)

Income tax expense

Net income (loss) $ 6,938 $ (12,000)

Revenue for the year ended December 31, 2025 increased by $32.2 million to $195.0 million from $162.8 million for the year ended December 31, 2024, which is primarily attributed to an increase in the number of our operating leases and properties securing mortgage loans.

The increase includes additional cash rental receipts of $26.6 million, an increase of $1.8 million in straight-line rental revenue, an increase of $1.1 million related to interest income on mortgage loans receivable, an increase of $2.1 million related to reimbursable property expenses, and a net decrease of $0.9 million in reserves for uncollectible amounts.

This increase is partially offset by a decrease of $0.3 million related to intangible lease-related adjustments.

Total operating expenses.

Total expenses increased by $0.5 million to $144.8 million for the year ended December 31, 2025 as compared to $144.3 million for the year ended December 31, 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 and provisions for impairment.

The increase is primarily attributed to an increase in the number of operating properties, with the most significant increases being depreciation and amortization expense, partially offset by a decrease in provisions for impairment.

Total operating expenses include the following:

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Property expenses increased $1.8 million to $19.2 million for the year ended December 31, 2025 from $17.4 million for the year ended December 31, 2024.

The increase is primarily attributed to an increase in the number of operating properties, including combined net increases of reimbursable property expenses of $0.5 million, of which $0.9 million and $0.3 million were related to reimbursable property taxes and reimbursable insurance costs, respectively, partially offset by a decrease of $0.6 million of common area maintenance costs, and combined net increases of non-reimbursable property expenses of $0.5 million, of which $0.3 million, $0.1 million, and $0.1 million were related to common area maintenance costs, property insurance, and property taxes, respectively.

The increase is primarily attributed to an increase in the number of operating properties, including combined net increases of reimbursable property expenses of $1.5 million, substantially all of which were related to reimbursable property taxes, and combined net increases of non-reimbursable property expenses of $0.3 million, most of which were related to property insurance.

• General and administrative expenses.

General and administrative expenses decreased $0.5 million to $19.7 million for the year ended December 31, 2024 from $20.2 million for the year ended December 31, 2023.

The decrease is primarily related to a decrease of $1.0 million of payroll expense and $1.4 million of bonus expense, and a decrease of $0.3 million of corporate insurance premiums.

The decrease is partially offset by increases in employee severance of $1.4 million, including cash severance of $0.9 million and the expense associated with the accelerated vesting of stock-based compensation of $0.5 million, an increase of $0.3 million of stock-based compensation, an increase of $0.3 million in accounting outsourcing fees, and a net increase of $0.2 million in other general and administrative expenses.

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

General and administrative expenses increased $2.0 million to $21.7 million for the year ended December 31, 2025 from $19.7 million for the year ended December 31, 2024.

The increase is primarily related to an increase of $1.9 million of bonus expense, an increase of $0.8 million of stock-based compensation, an increase of $0.5 million of payroll expense, and a net increase of $0.4 million of other general and administrative expenses.

The increase is partially offset by a decrease in employee severance of $1.4 million, including cash severance of $0.9 million and the expense associated with the accelerated vesting of stock-based compensation of $0.5 million, and a decrease of $0.2 million of legal expenses.

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

• Depreciation and amortization.

Depreciation and amortization expense increased by $9.5 million to $86.4 million for the year ended December 31, 2025 from $76.9 million for the year ended December 31, 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 $7.4 million, building improvements depreciation expense of $2.9 million, in-place lease amortization expense of $2.1 million, leasehold improvements depreciation expense of $0.4 million, and amortization of leasing commissions of $0.4 million.

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 $5.7 million, building improvements depreciation expense of $2.3 million, and in-place lease amortization expense of $1.5 million.

• Provisions for impairment.

For the year ended December 31, 2024, we recorded provisions for impairment of $30.0 million on 63 properties, the majority of which were either previously classified as held-for sale, newly classified as held-for-sale, or disposed of during the year ended December 31, 2024.

Of those properties impaired, 11 are held for investment as of December 31, 2024.

For the year ended December 31, 2025, we recorded provisions for impairment of $17.3 million on 36 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 of during the year ended December 31, 2025.

Of those properties impaired, five were held for investment as of December 31, 2025.

For the year ended December 31, 2024, we recorded provisions for impairment of $30.0 million on 63 properties, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed of during the year ended December 31, 2024.

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

Of those properties impaired, 15 were held for investment as of December 31, 2024.

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

Interest expense.

Interest expense increased by $21.0 million to $51.3 million for the year ended December 31, 2025 from $30.3 million for the year ended December 31, 2024.

The increase is primarily attributed to an increase of $8.0 million of interest incurred under our 2029 Term Loan, an increase of $3.1 million of interest incurred under our 2027 Term Loan, an increase of $1.4 million of interest incurred under our Revolver primarily due to an increase in average borrowings outstanding during the respective periods, and an increase of $0.5 million of loan fee amortization.

This is offset by a $1.7 million increase in amortization of deferred gains on interest rate swaps.

The increase is primarily attributable to an increase of $13.9 million of interest related to our term loans, of which $8.7 million, $2.5 million, and $1.3 million is related to our new 2030 Term Loan B, our new 2031 Term Loan, and our new 2032 Term Loan, respectively, $0.8 million is related to our 2030 Term Loan A due to an increase in our fixed hedged interest rate effective December 2024, and $0.7 million is related to our 2029 Term Loan due to additional interest on the $100.0 million draw in March 2024.

Additional increases are related to an increase of $6.6 million in amortization of deferred losses on interest rate swaps, an increase of $0.9 million in amortization of loan fees associated with the January 2025 and September 2025 debt transactions, and an increase of $0.6 million related to less capitalized interest on our property developments, partially offset by a decrease of $1.3 million of interest incurred under our Revolver, primarily due to a decrease in average borrowings outstanding.

Gain on sales of real estate, net.

Net gain on sales of real estate increased by $5.8 million to $7.7 million for the year ended December 31, 2025 from $1.9 million for the year ended December 31, 2024.

The table below summarizes the properties sold for the periods indicated (in thousands):

Year Ended December 31,

Number of properties sold 56 19

Sales price, net of disposal costs $ 110,945 $ 40,259

Gain on sales of real estate, net $ 1,876 $ 1,175

Other (expense) income, net.

Other (expense) income, net increased by $2.7 million to $1.9 million for the year ended December 31, 2024 from $0.8 million for the year ended December 31, 2023.

The net increase to expense is primarily related to a transfer fraud loss of $2.8 million, net of insurance recoveries, $0.9 million of losses associated with property damages related to flooding and foundation issues, partially offset by $0.5 million of proceeds received from the settlement of a lease escrow agreement and an increase in property insurance proceeds of $0.3 million.

Net (loss) income.

Net (loss) income decreased by $18.9 million to a net loss of $12.0 million for the year ended December 31, 2024 from net income of $6.9 million for the year ended December 31, 2023.

Net (loss) income decreased primarily due to increases in interest expense, depreciation and amortization expense, provisions for impairment, and net expense associated with the transfer fraud loss, as set forth above.

These decreases are partially offset by increases in additional rental revenues, primarily due to the growth in the size of our real estate investment portfolio, in addition to increased interest income associated with our mortgage loans receivable.

For the year ended December 31, 2025, 78 properties were sold, including one property under development, for a sales price, net of disposal costs, of $169.1 million.

For the year ended December 31, 2024, 56 properties were sold for a sales price, net of disposal costs, of $110.9 million.

Other income (expense), net.

Other income (expense), net increased by $2.3 million to $0.4 million of other income, net for the year ended December 31, 2025 from $1.9 million of other expense, net for the year ended December 31, 2024.

The net increase to income is primarily related to events that occurred during the year ended December 31, 2024, including a transfer fraud loss of $2.8 million, net of insurance recoveries, and $0.9 million of losses associated with property damages, partially offset by $0.5 million of proceeds received from the settlement of a lease escrow agreement.

The net increase is further offset by an decrease in property insurance proceeds of $0.4 million and an increase in third-party debt issuance costs of $0.4 million and $0.1 million that were expensed as a result of the January 2025 and September 2025 debt transactions, respectively.

Net income (loss).

Net income (loss) increased by $18.9 million to net income of $6.9 million for the year ended December 31, 2025 from net loss of $12.0 million for the year ended December 31, 2024.

Net income increased primarily due to increases in additional rental revenues, primarily due to the growth in the size 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, depreciation and amortization expense, and bonus expense.

Liquidity and Capital Resources

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

Our primary capital requirements include funding property acquisitions and developments, investing in mortgage loans receivable, making required debt interest payments, and covering 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 December 31, 2024, we had $175.0 million outstanding principal amount under the 2027 Term Loan, $200.0 million outstanding principal amount under the 2028 Term Loan, $250.0 million outstanding principal amount under the 2029 Term Loan, and $239.0 million of borrowings outstanding under the Revolver.

Additionally, as of December 31, 2024, we had $30.5 million and $2.6 million of unsettled forward equity under the 2023 ATM Program and 2024 ATM Program, respectively.

As of December 31, 2024, $300.0 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 $152.0 million of unsettled forward equity under the January 2024 follow-on offering forward sale agreements as of December 31, 2024.

As of December 31, 2025, we had total outstanding debt of $1.1 billion, including $200.0 million outstanding principal amount under the 2028 Term Loan, $250.0 million outstanding principal amount under the 2029 Term Loan, $175.0 million outstanding principal amount under the 2030 Term Loan A, $175.0 million outstanding principal amount under the 2030 Term Loan B, $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 December 31, 2025, we had $121.5 million and $0.0 million of unsettled forward equity under our 2024 ATM Program and prior at-the-market equity program, respectively.

As of December 31, 2025, $124.3 million of shares of our common stock were available for future issuances under the 2024 ATM Program.

Lastly, we had $149.9 million and $71.7 million of unsettled forward equity under the January 2024 and July 2025 follow-on offering forward sale agreements, respectively, as of December 31, 2025.

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

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

The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at the Company’s 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 the Company has hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 5.12% through January 2030.

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

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

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

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 4.82% 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 the 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 is 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 4.39% through March 2031.

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

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

Contractual Obligations and Commitments

As of December 31, 2024, our contractual debt obligations primarily include the maturity of our 2027 Term Loan with the scheduled principal payment due on January 15, 2026, 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, and the repayment of borrowings on our Revolver with a contractual maturity of August 11, 2026.

As of December 31, 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 year ended December 31, 2025, we borrowed $349.0 million at a weighted average interest rate of 5.45% and also repaid $588.0 million on our Revolver.

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5,905 5,905 — — —

2030 Term Loan A – Principal 175,000 — — 175,000 —

2030 Term Loan A – Variable interest (1)

17,809 5,856 11,712 241 —

2030 Term Loan B – Principal 175,000 — — 175,000 —

2030 Term Loan B – Variable interest (1)

25,673 8,442 16,884 347 —

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

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45,892 8,775 17,549 17,549 2,019

Revolver – Borrowings 239,000 — 239,000 — —

Revolver – Variable interest 21,677 13,456 8,221 — —

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

2032 Term Loan – Variable interest (1)

31,611 4,695 9,391 9,391 8,134

Ticking Fee (2)

220 220 — — —

Facility Fee (3)

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Corporate office lease obligations

4,635 653 1,359 1,434 1,189

Total $ 1,290,833 $ 320,961 $ 279,527 $ 379,003 $ 311,342

(1) We entered into five interest rate hedges to fix the base interest rate (daily SOFR) on our 2027 Term Loan.

Accordingly, the projected interest rate obligations for the variable rate 2027 Term Loan are based on the hedged fixed rate of 2.40% compared to the variable 2027 Term Loan daily SOFR rate of 4.31% as of December 31, 2024, plus a SOFR adjustment of 0.10%, and applicable margin of 1.15% based on the $175.0 million 2027 Term Loan outstanding through the contractual maturity date of January 15, 2026.

(2) We entered into three interest rate hedges to fix the base interest rate (one-month SOFR) on our 2028 Term Loan.

Accordingly, the projected interest rate obligations for the variable rate 2028 Term Loan are based on the hedged fixed rate of 2.63% compared to the variable 2028 Term Loan one-month SOFR rate as of December 31, 2024 of 4.55%, plus a SOFR adjustment of 0.10% and applicable margin of 1.15% based on the $200.0 million 2028 Term Loan outstanding through the maturity date of February 11, 2028.

(3) We entered into four interest rate hedges to fix the base interest rate (daily SOFR) on our 2029 Term Loan.

Accordingly, the projected interest rate obligations for the variable rate 2029 Term Loan are based on the hedged fixed rate of 3.74% compared to the variable 2029 Term Loan daily SOFR rate as of December 31, 2024 of 4.46%, plus a SOFR adjustment of 0.10% and applicable margin of 1.15% based on the $250.0 million of the 2029 Term Loan outstanding through the contractual maturity date of July 3, 2026.

(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 0.20% on our Revolver.

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

We began operating out of the new office in February 2022.

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 6.6 years that expires on July 31, 2032 and is renewable at our option for two additional periods of five years.

Future minimum base rental payments under the lease are outlined in “Note 3 – Leases.” Annual rent expense, excluding operating expenses, is approximately $0.5 million during the initial term.

Future minimum base rental payments under the lease are outlined in “Note 3 – Leases” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

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 December 31, 2024, we had commitments to fund properties under development and extend funds under mortgage loans receivable totaling $7.3 million and $9.5 million, respectively, which is expected to be funded over the next 12 months.

See discussion of our debt and interest rate hedges included in “Note 6 – Debt,” “Note 7 – Derivative Financial Instruments” and “Note 13 – Subsequent Events” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

As of December 31, 2025, we had commitments to fund property developments, extend funds under mortgage loans receivable, and commitments to fund tenant improvement allowances totaling $15.8 million, $8.4 million, and $8.1 million, respectively.

Commitments to fund property developments are expected to occur over the next 12 months, while commitments to fund mortgage loans receivable and tenant improvement allowances are expected to occur over the next two years.

See discussion of our debt and interest rate hedges included in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

Historical Cash Flow Information

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Net cash provided by operating activities increased by $19.3 million for the year ended December 31, 2025 compared to the year ended December 31, 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 $26.1 million, additional interest received under our mortgage loans receivable, partially offset by an increase in cash interest paid of $12.0 million, increases in operating and general and administrative expenses paid associated with our larger portfolio and changes in working capital accounts.

The increase was largely attributed to the increase in the size of our real estate investment portfolio with an increase in rental receipts of $26.6 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 $13.7 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 $19.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was primarily due to a decrease in cash invested in mortgage loans receivable of $42.9 million, an increase of $52.4 million from proceeds from the sale of real estate, an increase of $23.4 million in principal collections on mortgage loans receivable, and a decrease of $38.5 million in real estate development and improvements, partially offset by an increase of $138.6 million in acquisitions of real estate.

Net cash used in investing activities increased by $16.0 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The increase was primarily due to an increase of $119.0 million in acquisitions of real estate, an increase in cash invested in mortgage loans receivable of $7.9 million, and an increase of $6.2 million in earnest money deposits, partially offset by an increase of $69.8 million of proceeds received from the sale of real estate, an increase of $10.5 million of proceeds received from the sale of mortgage loans receivable, an increase of $6.4 million in principal collections on mortgage loans receivable, and a decrease of $30.9 million in real estate development and improvements.

Cash Flows Provided By Financing Activities.

Net cash provided by financing activities decreased by $4.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was primarily attributed to $135.9 million of less proceeds received in 2024 due to fewer issuances of common stock, which was the net effect of less proceeds received in connection with our 2023 ATM Program and our August 2022 follow-on offering and respective settlements of common stock under forward sale agreements, and more proceeds received in connection with our 2021 ATM Program and January 2024 follow-on offering and respective settlements of common stock under forward sale agreements.

The decrease was also attributed to a reduction in term loan proceeds of $50.0 million, an increase in payments of common stock dividends of $11.8 million, and an increase in the repurchase of common stock for tax withholding obligations and deferred offering costs of $0.8 million and $0.4 million, respectively.

This decrease is partially offset by an increase in net borrowings of $192.0 million under our revolving credit facilities and a decrease in deferred financing costs of $3.3 million.

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

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

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

Accordingly, the Company will generally not be subject to corporate U.S.

federal or state income tax to the extent that it makes qualifying distributions of all of its taxable income to its stockholders and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution, and share ownership tests.

The Company expects the distributions made during 2024 are sufficient to receive a full dividends paid deduction.

Net cash provided by financing activities increased by $12.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The increase was primarily attributed to an increase in net term loan proceeds of $375.0 million related to our 2030 Term Loan B, 2031 Term Loan, and 2032 Term Loan, an increase in proceeds received from issuances of common stock of $52.9 million, which includes $99.0 million more proceeds received from our follow-on offerings and $46.1 million less proceeds received in connection with our ATM Programs (as defined in “Note 10 - Shareholders’ Equity”), a decrease in the repurchase of common stock for tax withholding obligations of $0.7 million, a decrease in payments of restricted stock dividends of $0.3 million, and a decrease in deferred offering costs $0.3 million.

This increase is partially offset by an increase in payments of common stock dividends of $6.8 million, an increase in net repayments of $398.0 million under our Revolver, and an increase in deferred financing costs of $12.0 million.

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

federal income tax purposes.

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

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 expect the distributions made during the year ended December 31, 2025 are sufficient 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 tenants of the Company, hold assets that the Company cannot hold directly, and may engage in any real estate or non-real estate-related business.

During the years ended 2024 and 2023, we recognized franchise and other state and local tax expenses in general and administrative expenses and federal income tax in income tax (expense) benefit in the accompanying consolidated statements of operations and comprehensive (loss) 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.

We recognize franchise and other state and local tax expenses in general and administrative expenses and federal income tax in income tax (expense) benefit in the accompanying consolidated statements of operations and comprehensive loss.

Recent Accounting Pronouncements

A discussion of new accounting standards and the possible effects of these standards on our consolidated financial statements is included in “Note 2 - Summary of Significant Accounting Policies” of our consolidated financial statements, included in Part II, “Item 8 - Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

A discussion of recent accounting pronouncements and their possible effects on our consolidated financial statements is included in “Note 2 – Summary of Significant Accounting Policies” of our consolidated financial statements, included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our accounting policies have been established to conform with U.S.

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.

Our accounting policies have been established to conform with GAAP.

The preparation of financial statements in conformity with 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.

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Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses.

This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in “Note 2 - Summary of Significant Accounting Policies” of our consolidated financial statements.

This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in “Note 2 – Summary of Significant Accounting Policies” of our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Purchase Price Allocation of Acquired Properties

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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 (“EBITDAre”), Adjusted EBITDAre, Annualized Adjusted EBITDAre, Net Debt, Adjusted Net Debt, property-level net operating income (“Property-Level NOI”), property-level cash net operating income (“Property-Level Cash NOI”), property-level cash net operating income estimated run rate (“Property-Level Cash NOI Estimated Run Rate”), and total property-level cash net operating income estimated run rate (“Total Property-Level Cash NOI Estimated Run Rate”), all of which are detailed below.

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.

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

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

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

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

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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 measure whether cash flow is sufficient to fund our cash needs, including debt service obligations, capital improvements, and distributions to stockholders.

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

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 (loss) income before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands):

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):

Year Ended December 31,

Net (loss) income $ (12,000) $ 6,890

Net income (loss) $ 6,938 $ (12,000)

Depreciation and amortization of real estate 86,081 76,560

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Loss on debt extinguishment and other related costs 495 —

Other non-recurring loss (gain), net 2,934 (78)

Other non-recurring loss, net 1,314 2,934

Core FFO 103,175 97,230

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Capitalized interest expense (154) (806)

Non-cash interest expense (3,789) (2,124)

Non-cash interest expense (income) 2,859 (3,789)

Non-cash compensation expense 5,898 5,126

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

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

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

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

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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 before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands):

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):

Year Ended December 31,

Net (loss) income $ (12,000) $ 6,890

Net income (loss) $ 6,938 $ (12,000)

Depreciation and amortization of real estate 86,081 76,560

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Interest expense, net 51,302 30,324

Income tax expense (benefit) 49 (49)

Income tax expense 54 49

Amortization of loan origination costs and discounts (342) (365)

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$ 152,394 $ 122,514

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 (loss) income before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands):

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 (in thousands):

Three Months Ended December 31, 2025

Net (loss) income $ (5,424)

Net income $ 1,328

Depreciation and amortization of real estate 22,484

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Non-recurring executive transition costs, severance, and related charges 44

Other non-recurring gain, net (142)

Other non-recurring expenses, net 320

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Non-cash compensation expense 1,505

Lease termination fees (400)

Adjustment for construction in process (1)

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Annualized Adjusted EBITDA re (3)

Net Debt / Annualized Adjusted EBITDA re

Adjusted Net Debt / Annualized Adjusted EBITDA re

Pro Forma Adjusted Net Debt / Annualized Adjusted EBITDA re

(1) Adjustment reflects the estimated cash yield on developments in process as of December 31, 2025.

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

Net Debt and Adjusted Net Debt

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

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

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

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

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

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

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

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

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

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Adjusted Net Debt 720,480

Subsequent ATM sales (2)

Pro Forma Adjusted Net Debt $ 674,098

(1) There were 21,618,834 unsettled shares under forward sale agreements as of December 31, 2025 at the available weighted-average net settlement price of $17.26.

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

Property-Level NOI, Property-Level Cash NOI, Property-Level Cash NOI - Estimated Run Rate, and Total 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 (or income), 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, loss on debt extinguishment, lease termination fees and other expense (income), net.

(2) There were 2,589,402 unsettled shares under new forward equity contracts executed subsequent to the period at the available weighted-average net settlement price of $17.91.

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 further adjust Property-Level Cash NOI - Estimated Run Rate for interest income on mortgage loans receivable and intraquarter mortgage loan activity to derive Total Cash NOI - Estimated Run Rate.

We believe Property-Level NOI, Property-Level Cash NOI, Property-Level Cash NOI - Estimated Run Rate, and Total 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, Property-Level Cash NOI - Estimated Run Rate, and Total 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.

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.

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

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 December 31, 2025

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Interest income on mortgage loans receivable (3,140)

Lease termination fees (400)

Other expense, net 103

Other income, net (295)

Property-Level NOI 43,698

4 unchanged sentences

Property-Level Cash NOI Estimated Run Rate $ 45,001

Interest income on mortgage loans receivable 3,103

Adjustments for intraquarter mortgage loan activity (2)

Total Cash NOI - Estimated Run Rate $ 40,039

(1) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended December 31, 2025, had occurred on October 1, 2025.

(2) Adjustment assumes all loan activity completed during the three months ended December 31, 2024 had occurred on October 1, 2024.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis