What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-10 compared with 2025-02-24 · 397 added, 340 removed, 779 unchanged (49% of the section changed)

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Consolidated Balance Sheets as of December 31, 202 5 and 202 4

Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 , and 2022

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, 2024, and 2023

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024 , and 20 23

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We have audited the accompanying consolidated balance sheets of NETSTREIT Corp.

and subsidiaries (the Company) as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations and comprehensive (loss) income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations and comprehensive (loss) income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February 10, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Distributions in excess of retained earnings ( 251,926 ) ( 188,046 )

Accumulated other comprehensive income 10,206 8,943

Accumulated other comprehensive (loss) income ( 4,565 ) 10,206

Total stockholders’ equity 1,446,012 1,330,971

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

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Loss on debt extinguishment ( 46 ) — ( 128 )

Other (expense) income, net ( 1,944 ) 752 131

Other income (expense), net 444 ( 1,944 ) 752

Total other expense, net ( 43,218 ) ( 30,392 ) ( 17,259 )

Net (loss) income before income taxes ( 11,951 ) 6,841 8,601

Net income (loss) before income taxes 6,992 ( 11,951 ) 6,841

Income tax (expense) benefit ( 54 ) ( 49 ) 49

Net (loss) income ( 12,000 ) 6,890 8,205

Net (loss) income attributable to noncontrolling interests ( 63 ) 53 88

Net (loss) income attributable to common stockholders $ ( 11,937 ) $ 6,837 $ 8,117

Net income (loss) 6,938 ( 12,000 ) 6,890

Net income (loss) attributable to noncontrolling interests 37 ( 63 ) 53

Net income (loss) attributable to common stockholders $ 6,901 $ ( 11,937 ) $ 6,837

Amounts available to common stockholders per common share:

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Diluted 84,204,748 76,517,767 64,665,439

Other comprehensive (loss) income:

Net (loss) income $ ( 12,000 ) $ 6,890 $ 8,205

Other comprehensive loss:

Net income (loss) $ 6,938 $ ( 12,000 ) $ 6,890

Change in value on derivatives, net ( 14,851 ) 1,269 ( 14,822 )

Total comprehensive (loss) income $ ( 10,731 ) $ ( 7,932 ) $ 27,963

Comprehensive (loss) income attributable to noncontrolling interests ( 57 ) ( 39 ) 296

Comprehensive (loss) income attributable to common stockholders $ ( 10,674 ) $ ( 7,893 ) $ 27,667

Total comprehensive loss $ ( 7,913 ) $ ( 10,731 ) $ ( 7,932 )

Comprehensive loss attributable to noncontrolling interests ( 43 ) ( 57 ) ( 39 )

Comprehensive loss attributable to common stockholders $ ( 7,870 ) $ ( 10,674 ) $ ( 7,893 )

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

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Shares Par Value Additional

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

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

Balance at December 31, 2022

58,031,879 $ 580 $ 1,091,514 $ ( 66,937 ) $ 23,673 $ 1,048,830 $ 9,593 $ 1,058,423

Issuance of common stock in public offerings, net of issuance costs 15,038,397 151 280,757 — — 280,908 — 280,908

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Stock-based compensation, net — — 4,823 2 — 4,825 — 4,825

Other comprehensive income — — — — 19,550 19,550 208 19,758

Other comprehensive loss — — — — ( 14,730 ) ( 14,730 ) ( 92 ) ( 14,822 )

Net income — — — 6,837 — 6,837 53 6,890

Balance at December 31, 2023

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

Issuance of common stock in public offerings, net of issuance costs 8,183,711 83 138,249 — — 138,332 — 138,332

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Stock-based compensation, net — — 5,656 181 — 5,837 — 5,837

Other comprehensive loss — — — — ( 14,730 ) ( 14,730 ) ( 92 ) ( 14,822 )

Net income — — — 6,837 — 6,837 53 6,890

Other comprehensive income — — — — 1,263 1,263 6 1,269

Net loss — — — ( 11,937 ) — ( 11,937 ) ( 63 ) ( 12,000 )

Balance at December 31, 2024

81,602,232 $ 816 $ 1,507,995 $ ( 188,046 ) $ 10,206 $ 1,330,971 $ 7,161 $ 1,338,132

Issuance of common stock in public offerings, net of issuance costs 11,340,315 114 196,677 — — 196,791 — 196,791

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Stock-based compensation, net — — 5,898 169 — 6,067 — 6,067

Other comprehensive income — — — — 1,263 1,263 6 1,269

Net loss — — — ( 11,937 ) — ( 11,937 ) ( 63 ) ( 12,000 )

Other comprehensive loss — — — — ( 14,771 ) ( 14,771 ) ( 80 ) ( 14,851 )

Net income — — — 6,901 — 6,901 37 6,938

Balance at December 31, 2025

93,070,533 $ 931 $ 1,701,572 $ ( 251,926 ) $ ( 4,565 ) $ 1,446,012 $ 6,554 $ 1,452,566

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

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Cash flows from operating activities

Net (loss) income $ ( 12,000 ) $ 6,890 $ 8,205

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income (loss) $ 6,938 $ ( 12,000 ) $ 6,890

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 86,376 76,871 63,677

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Noncash revenue adjustments ( 5,119 ) ( 3,699 ) ( 1,632 )

Amortization of deferred gains on interest rate swaps ( 3,789 ) ( 2,124 ) —

Amortization of deferred losses (gains) on interest rate swaps 2,859 ( 3,789 ) ( 2,124 )

Stock-based compensation expense 5,898 5,656 4,823

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Investment in mortgage loans receivable ( 37,425 ) ( 29,543 ) ( 72,429 )

Principal collections on mortgage loans receivable 24,870 1,482 —

Earnest money deposits ( 6,273 ) ( 67 ) ( 265 )

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Proceeds from sale of real estate 160,631 90,843 38,465

Principal collections on mortgage loans receivable 31,251 24,870 1,482

Proceeds from sale of mortgage loans receivable

Proceeds from the settlement of property-related insurance claims 45 403 78

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Proceeds from term loans 518,675 100,000 150,000

Proceeds under property development incentives — — 755

Principal payments on term loans ( 43,675 ) — —

Repurchase of common stock for tax withholding obligations ( 753 ) ( 1,498 ) ( 688 )

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Refinancing of mortgage loan receivable $ — $ — $ 1,327

Assumption of tenant allowances, other liabilities, and settlement of receivables in acquisitions of real estate

$ 4,888 $ — $ —

Accrued capital expenditures and real estate development and improvement costs $ 3,007 $ 4,500 $ 5,686

Accrued lease incentives $ — $ 368 $ —

Mortgage note assumed at fair value $ — $ — $ 7,913

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

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federal income tax purposes.

The Company is structured as an umbrella partnership real estate investment trust (commonly referred to as an “UPREIT”) and is an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant, retail commercial real estate leased on a long-term basis to high credit quality tenants across the United States.

The Company is structured as an umbrella partnership real estate investment trust (commonly referred to as an “UPREIT”) and is an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant commercial retail properties, subject to long-term net leases with high-credit-quality tenants across the United States.

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

As of December 31, 2024, the Company owned or had investments in 687 properties, located in 45 states, excluding five property developments where rent has yet to commence.

As of December 31, 2025, the Company owned or had investments in 761 properties located in 45 states.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in accordance with U.S.

The accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of the Company and subsidiaries in which the Company has a controlling financial interest.

All intercompany accounts and transactions have been eliminated in consolidation and the Company’s net (loss) income is reduced by the portion of net (loss) income attributable to noncontrolling interests.

The accompanying consolidated financial statements include the accounts of the Company and subsidiaries in which the Company has a controlling financial interest.

All intercompany accounts and transactions have been eliminated in consolidation and the Company’s net income (loss) is reduced by the portion of net income (loss) attributable to noncontrolling interests.

Noncontrolling Interests

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The election to pay cash or issue common stock is solely within the control of the Company to satisfy a noncontrolling interest holder’s redemption request.

Net (loss) income of the Operating Partnership is allocated to its noncontrolling interests based on the noncontrolling interests’ ownership percentages in the Operating Partnership throughout the period.

Net income (loss) of the Operating Partnership is allocated to its noncontrolling interests based on the noncontrolling interests’ ownership percentages in the Operating Partnership throughout the period.

Ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units outstanding.

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Real Estate Held for Investment

Real estate is recorded and stated at cost less any provision for impairment.

Real estate is recorded and stated at cost less any provisions for impairment.

At acquisition date, the purchase price of an acquired property is allocated to tangible and identifiable intangible assets or liabilities based on their relative fair values.

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Acquired in-place leases or leasing commissions Remaining terms of the respective leases

Assembled workforce 3 years

Computer equipment and other corporate assets 3 – 5 years

Depreciation and amortization amounts for the years ended December 31, 2024, 2023, and 2022 are as follows (in thousands):

The following table summarizes depreciation and amortization amounts during the periods indicated below (in thousands):

Year Ended December 31,

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Depreciation on real estate held for investment and computer equipment and other corporate assets $ 63,177 $ 55,066 $ 44,402

Amortization on acquired in-place lease and assembled workforce intangible assets and leasing commission costs 21,805 19,275 16,192

Amortization on acquired in-place lease assets and leasing commission costs

23,199 21,805 19,275

Total depreciation and amortization expense $ 86,376 $ 76,871 $ 63,677

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Real estate assets held for sale are expected to be sold within twelve months.

Properties classified as held for sale, including the related intangibles, in the consolidated balance sheets include only those properties available for immediate sale in their present condition, which are actively being marketed, and for which management believes that it is probable that a sale of the property will be completed within one year.

Properties classified as held for sale, including the related intangibles, in the consolidated balance sheets generally include properties available for immediate sale in their present condition for which purchase agreements have been executed, there are no known contingencies relating to the sale, and management believes that it is probable that the sale will be completed within one year.

Properties held for sale are carried at the lower of cost or fair value, less estimated selling costs.

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Accordingly, the Company has not reclassified results of operations for properties disposed during the years ended December 31, 2025, 2024, and 2023 or held for sale as discontinued operations as of December 31, 2025 or December 31, 2024, as these events are a normal part of the Company’s operations and do not represent strategic shifts in the Company’s operations.

There were 23 properties classified as held for sale for both of the years ended December 31, 2024 and December 31, 2023.

Impairment of Long-Lived Assets

There were 21 properties classified as held for sale as of December 31, 2025 and 23 properties classified as held for sale as of December 31, 2024.

Provisions for Impairment

Long-Lived Assets

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

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

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

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

Year Ended December 31,

2024 2023 2022

Total provision for impairment $ 29,969 $ 7,083 $ 1,114

Number of properties:

Classified as held for sale 13 14 —

Disposed within the period 35 4 1

Classified as held for investment 11 2 —

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

Excludes properties that did not have impairment recorded during the year.

Of the total provision for impairment during the year ended December 31, 2024, the Company recorded $ 1.4 million of additional impairment expense on four properties that were classified as held for sale in prior periods and remained as held for sale as of period-end, and $ 14.6 million of impairment expense on properties held for investment.

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

The Company recorded provisions for impairment on long-lived assets of $ 15.9 million, $ 30.0 million, and $ 7.1 million during the years ended December 31, 2025, 2024, and 2023, respectively.

Mortgage Loans Receivable, Net

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

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

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

The Company recorded non-credit related provisions for impairment of $ 1.4 million on three mortgage loans receivable that were disposed at a discount during the year ended December 31, 2025.

No provisions for impairment on mortgage loans receivable were recorded during the years ended December 31, 2024 and 2023.

Cash, Cash Equivalents, and Restricted Cash

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Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.

The Company recognized variable lease revenue related to tenant reimbursements and lease termination fees for the periods presented.

Capitalized above-market and below-market lease values are amortized on a straight-line basis as a reduction or increase of rental revenue as appropriate over the remaining non-cancellable terms of the respective leases.

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Loans receivable are carried at amortized cost.

As of December 31, 2024, the Company held 18 senior secured first-lien mortgage loans receivable.

As of December 31, 2025 and December 31, 2024, the Company held 81 and 76 investments that secure mortgage loans receivable, respectively.

The Company recognizes interest income on loans receivable using the effective interest method.

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A loan receivable is placed on a nonaccrual status when management determines that full recovery of the contractually specified payments of principal and interest is doubtful.

As of December 31, 2025 and December 31, 2024, the Company had no reserve for uncollectible amounts specific to credit losses.

Stock-Based Compensation

The Company has a share-based compensation award program for its employees and directors.

Stock-based compensation expense associated with these awards is recognized in general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income.

Stock-based compensation expense associated with these awards is recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The Company classifies stock-based payment awards either as equity awards or liability awards based upon an analysis of ASC 718, Compensation - Stock Compensation, and ASC 480, Distinguishing Liabilities from Equity.

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In general, NETSTREIT 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.

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

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

All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to NETSTREIT TRS.

Deferred income tax expense and its related deferred tax assets and liabilities were immaterial for the years presented.

The Company has elected to record related interest and penalties, if any, as general and administrative expense or as income tax expense based on the nature of the tax in the consolidated statements of operations and comprehensive (loss) income.

The Company had no material interest or penalties relating to income, franchise, and other state and local taxes for the years presented.

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Earnings per common share has been computed pursuant to the guidance in FASB ASC Topic 260, Earnings per Share.

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

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

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

No effect is shown for any securities that are anti-dilutive.

Net (loss) income allocated to common stockholders represents net (loss) income less (loss) income allocated to participating securities and noncontrolling interests.

Net income (loss) allocated to common stockholders represents net income (loss) less income (loss) allocated to participating securities and noncontrolling interests.

None of the Company’s equity awards are participating securities.

Fair Value Measurement

Fair Value Measurements

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

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

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

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

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

or Level 3 inputs, which are unobservable inputs.

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

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

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

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

See “Note 4 - Real Estate Investments.”

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

The fair values of financial instruments are estimates based on market conditions and perceived risks as of December 31, 2024 and December 31, 2023.

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

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

Additionally, the Company believes the following financial instruments have carrying values that approximate their fair values as of December 31, 2024:

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

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

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

Provisions for impairment recognized during the years ended December 31, 2024, 2023, and 2022 primarily related to assets held for sale where impairment was determined based on the estimated or negotiated selling price, less costs of disposal, compared to the carrying value of the property.

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

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

The Company estimated the fair value using capitalization rates ranging from 6.5 % to 12.1 %, and a discount rate of 5.6 %, which it believes is reasonable based on current market rates.

As of December 31, 2023, there were two real estate assets held for investment accounted for at fair value.

Of these properties, one was accounted for at fair value on a nonrecurring basis using a cash flow model (Level 3 inputs) with an adjusted carrying value of $ 1.5 million.

The following table discloses estimated fair value information for the Company’s 2027 Term Loan, 2028 Term Loan, and 2029 Term Loan (each as defined in “Note 6 - Debt”) which is derived based primarily on unobservable market inputs such as interest rates and discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads (in thousands):

December 31, 2024 December 31, 2023

Carrying Value (1)

Estimated Fair Value Carrying Value (1)

Estimated Fair Value

2027 Term Loan $ 174,509 $ 175,245 $ 174,037 $ 175,641

2028 Term Loan $ 199,246 $ 200,858 $ 199,006 $ 201,396

2029 Term Loan $ 248,853 $ 250,526 $ 148,869 $ 150,666

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

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

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

Level 3 — Unobservable inputs for the asset or liability.

Concentrations of Credit Risk

During the year ended December 31, 2025, there were no tenants or borrowers with rental revenue or interest income on loans receivable that exceeded 10% of total revenues.

During the year ended December 31, 2024, one tenant, Dollar General, accounted for 11.5 % of total revenues.

During the years ended December 31, 2023 and 2022, there were no tenants or borrowers with rental revenue or interest income on loans receivable that exceeded 10% of total rental revenues.

During the year ended December 31, 2023, there were no tenants or borrowers with rental revenue or interest income on loans receivable that exceeded 10% of total rental revenues.

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

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ASC Topic 280, Segment Reporting, establishes standards for the manner in which companies report information about operating segments.

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

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

The Company primarily engages in leasing activities that generate revenues and incur operating expenses in addition to investing in property developments and mortgage loans secured by real estate.

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

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

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

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

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The measure of segment assets is reported on the Company’s consolidated balance sheets as total assets.

The CODM also reviews characteristics of potential future investments such as weighted average remaining lease term (“WALT”), capitalization rate, tenant credit quality, industry type, and geographic location.

The CODM also reviews characteristics of potential future investments such as weighted average remaining lease term (“WALT”), cash yield, tenant credit quality, industry type, and geographic location.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 is intended to improve reportable segment disclosures by requiring disclosure of incremental segment information on an annual and interim basis such as, annual and interim disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, interim disclosure of a reportable segment’s profit or loss and assets, and the requirement that a public entity that has a single reportable segment provide all the disclosures required by ASU 2023-07 and all existing segment disclosures in Topic 280.

The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The disclosures are applied retrospectively to all periods presented, and early adoption is permitted.

The Company adopted the provisions of ASU 2023-07 for the annual period ending December 31, 2024, which did not materially impact the Company’s consolidated financial statements.

The amendments for interim periods will be adopted for the Company’s fiscal year ending December 31, 2025.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires annual disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold within the rate reconciliation.

In addition, the amendments require annual disclosure of income taxes paid disaggregated by federal, state and foreign jurisdictions as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid.

ASU 2023-09 requires annual disclosure of specific categories in the rate reconciliation and provides additional information for reconciling items that meet a quantitative threshold within the rate reconciliation.

In addition, the amendments require annual disclosure of income taxes paid disaggregated by federal, state, and foreign jurisdictions as well as individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid.

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

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

The Company adopted the provisions of ASU 2023-09 for the annual period ending December 31, 2025, which did not materially impact the Company’s consolidated financial statements.

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

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

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (“ASU 2025-09”).

ASU 2025-09 expands eligibility of risk components for hedge designation, clarifies the presentation and disclosure requirements for hedging relationships, and simplifies the assessment of hedge effectiveness.

ASU 2025-09 is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years.

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

ASU 2025-11 is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026.

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

Note 3 – Leases

Tenant Leases

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

As of December 31, 2024, exclusive of mortgage loans receivable, the Company’s weighted average remaining lease term was 9.8 years.

The Company’s property leases have been classified as operating leases and some have scheduled rent increases throughout the lease term.

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

As of December 31, 2025, exclusive of mortgage loans receivable, the Company’s WALT was 10.1 years.

The Company’s property leases have been classified as operating leases, with approximately half having scheduled rent increases throughout the lease term.

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

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

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

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

15 unchanged sentences

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

There were no material reserves, write-offs, or recoveries of uncollectible amounts during the years ended December 31, 2024, 2023, and 2022.

There were no material reserves, write-offs, or recoveries of uncollectible amounts during the periods indicated above.

Scheduled future minimum base rental payments (excluding base rental payments from properties classified as held for sale and straight-line rent adjustments for all properties) due to be received under the remaining noncancellable term of the operating leases in place as of December 31, 2025 are as follows (in thousands):

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The Company elected to use the component practical expedient, which permits the Company to not separate non-lease components from lease components if timing and pattern of transfer is the same.

The following table presents the lease expense components for the years ended December 31, 2024, 2023, and 2022 (in thousands):

The following table presents the Company’s lease expense components (in thousands):

Year Ended December 31,

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Note 4 – Real Estate Investments

As of December 31, 2024, the Company had investments in 687 properties, excluding 5 property developments where rent has yet to commence.

The gross real estate investment portfolio, including properties under development, totaled approximately $ 2.2 billion and consisted of the gross acquisition cost of land, buildings, improvements, lease intangible assets and liabilities, and property development costs.

As of December 31, 2025, the Company owned or had investments in 761 properties.

The gross real estate investment portfolio, including properties under development and mortgage loans receivable, totaled approximately $ 2.8 billion and consisted of the gross acquisition cost of land, buildings, improvements, lease intangible assets and liabilities, mortgage loans receivable, and property development costs.

The investment portfolio is geographically dispersed throughout 45 states with gross real estate investments in Texas and Illinois representing 16.2 % and 8.3 %, respectively, of the total gross real estate investment of the Company’s investment portfolio.

During the year ended December 31, 2024, the Company acquired 115 properties for a total purchase price of $ 479.0 million, inclusive of $ 4.6 million of capitalized acquisition costs.

During the year ended December 31, 2023, the Company acquired 103 properties for a total purchase price of $ 345.1 million, inclusive of $ 3.5 million of capitalized acquisition costs.

The acquisitions were all accounted for as asset acquisitions.

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

The Company’s gross investment portfolio is summarized below (dollars in thousands):

Number of Investments Amount of Investment

December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

Properties held for investment (1)

656 589 $ 2,585,707 $ 2,164,566

Properties held for sale

21 23 39,960 46,725

Mortgage loans receivable 81 76 142,555 139,483

Properties under development (2)

3 4 5,500 6,118

Total gross investment

761 692 $ 2,773,722 $ 2,356,892

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

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

The Company’s acquisitions during the years ended December 31, 2025 and 2024 were all accounted for as asset acquisitions.

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

Year Ended December 31,

Number of properties acquired 140 115

Purchase price allocation:

Land $ 245,948 $ 141,074

4 unchanged sentences

Above-market lease intangible assets 3,815 —

Below-market lease intangible liabilities ( 71 ) —

$ 602,961 $ 480,057

Liabilities assumed

Accounts payable, accrued expenses, and other liabilities ( 1,018 ) —

Purchase price (including acquisition costs) $ 479,039 $ 345,124

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

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

During 2024, the Company 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.

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, 2024.

During 2023, the Company invested $ 81.0 million in property developments, including the land acquisition of 40 new developments with a combined initial purchase price of $ 27.3 million.

During 2023, the Company completed development on 27 projects and reclassified approximately $ 68.6 million from property under development to land, buildings and improvements in the accompanying consolidated balance sheets.

Rent commenced for the completed developments at various points throughout 2023 and the first quarter of 2024.

(1) During the years ended December 31, 2025 and 2024, the Company capitalized $ 7.0 million and $ 4.6 million of acquisition costs, respectively.

The Company’s property dispositions are summarized below (dollars in thousands):

Year Ended December 31,

Number of properties sold 78 56 19

Sales price, net of disposal costs $ 169,081 $ 110,945 $ 40,259

Gain on sales of real estate, net $ 7,686 $ 1,876 $ 1,175

(1) Includes the disposal of one property under development.

The Company’s investment in property developments is summarized below (dollars in thousands):

Year Ended December 31,

Number of developments acquired 2 4

Purchase price of acquired developments $ 3,085 $ 2,010

Total investment in properties under development (1)

$ 6,901 $ 29,788

Number of developments completed (2)

Amounts placed into service (3)

$ 6,545 $ 52,887

(1) During the years ended December 31, 2025 and 2024, the Company capitalized $ 0.2 million and $ 0.8 million, respectively, of interest expense associated with properties under development.

(2) For the two developments completed during the year ended December 31, 2025, rent commenced in the second quarter of 2025.

For the 18 developments completed during the year ended December 31, 2024, rent commenced at various points throughout 2024, with one rent commencement in the first quarter of 2025.

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

As of December 31, 2025, the Company had three property developments under construction, which are expected to be substantially completed with rent commencing at various points throughout 2026.

The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying consolidated balance sheets as of December 31, 2025.

Additionally, during 2024 and 2023, the Company capitalized approximately $ 0.8 million and $ 1.1 million, respectively, of interest expense associated with properties under development.

During 2024, the Company 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 2023, the Company sold 19 properties for a total sales price, net of disposal costs, of $ 40.3 million, recognizing a net gain of $ 1.2 million.

During 2022, the Company sold seven properties for a total sales price, net of disposal costs, of $ 25.5 million, recognizing a net gain of $ 4.1 million.

Investment in Mortgage Loans Receivable

The Company’s mortgage loans receivable portfolio as of December 31, 2024 and December 31, 2023 is summarized below (in thousands):

The Company’s mortgage loans receivable portfolio is summarized below (dollars in thousands):

Loan Type Monthly Payment (1)

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1 7.00 % 7.00 % 1/31/2026 825 825

P+I 1 8.65 % 7.50 % 1/8/2025 — 3,246

Mortgage (3) (4) (7)

2 unchanged sentences

I/O 3 10.25 % 10.25 % 2/27/2026 5,883 8,853

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 4/26/2025 2,095 —

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 5/15/2025 1,894 —

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 7/26/2025 2,029 —

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 8/27/2025 1,539 —

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

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

P+I 1 7.25 % 7.25 % 7/17/2027 — 4,076

P+I 1 7.25 % 7.25 % 7/17/2027 — 5,221

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

3 unchanged sentences

Mortgage I/O 1 6.50 % 6.50 % 12/23/2029 4,105 4,105

Mortgage (3) (4)

I/O 1 9.75 % 9.75 % 3/12/2026 1,829 —

Mortgage (3) (10)

13 9.75 % 9.75 % 1/30/2027 21,644 —

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

I/O 1 9.75 % 9.75 % 12/5/2026 1,068 —

Total 142,555 139,483

8 unchanged sentences

Any remaining principal balance will be repaid at or before the maturity date.

(5) The $ 43.6 million mortgage note receivable was scheduled to mature on January 8, 2025, however, the Company executed an amendment in January 2025 that extended the maturity date to August 31, 2025.

(5) The stated interest rate is variable up to 15.0 % and is calculated based on contractual rent for existing collateralized properties subject to the loan agreement.

2 unchanged sentences

Maturity dates range from January 30, 2026 to June 5, 2026.

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

Maturity dates range from January 24, 2026 to February 27, 2026.

(9) Loans were disposed during the year ended December 31, 2025.

The table also excludes one loan that was entered into and disposed during the year ended December 31, 2025.

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

Maturity dates range from March 28, 2026 to January 30, 2027.

Note 5 – Intangible Assets and Liabilities

8 unchanged sentences

Below-market leases $ 28,627 $ ( 11,717 ) $ 16,910 $ 29,847 $ ( 9,670 ) $ 20,177

The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of December 31, 2024 and 2023 by category were as follows:

Years Remaining

The remaining weighted average amortization period for the Company’s intangible assets and liabilities by category were as follows:

Years Remaining as of

December 31, 2025 December 31, 2024

In-place leases 8.7 8.6

3 unchanged sentences

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

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

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

Year Ended December 31,

2 unchanged sentences

Amortization of in-place leases $ 22,766 $ 21,302 $ 19,203

Amortization of assembled workforce — — 281

$ 21,302 $ 19,203 $ 16,153

Net adjustment to rental revenue:

13 unchanged sentences

Amounts Outstanding as of

Maturity Date Fully Extended

Maturity Date (1)

Contractual Maturity Date Fully Extended Maturity Date (1)

Interest Rate (2)

Hedged Interest Rate (3)

December 31, 2025 December 31, 2024

2027 Term Loan (3)

January 15, 2026 January 15, 2027 3.65 % $ 175,000 $ 175,000

2028 Term Loan (4)

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

2029 Term Loan (5)

July 3, 2026 January 3, 2029 4.99 % 250,000 150,000

August 11, 2026 August 11, 2027 5.63 % 239,000 80,000

2028 Term Loan February 11, 2028 — 4.82 % 3.58 % $ 200,000 $ 200,000

2029 Term Loan July 3, 2026 January 3, 2029 4.72 % 4.69 % 250,000 250,000

2030 Term Loan A January 15, 2029 January 15, 2030 4.61 % 3.35 % 175,000 175,000

2030 Term Loan B January 15, 2029 January 15, 2030 4.71 % 4.82 % 175,000 —

2031 Term Loan March 25, 2031 — 4.71 % 4.39 % 200,000 —

2032 Term Loan September 24, 2032 — 5.01 % 4.70 % 100,000 —

Revolver January 15, 2029 January 15, 2030 4.61 % — — 239,000

Mortgage Note November 1, 2027 — 4.53 % — 8,042 8,205

5 unchanged sentences

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

(2) Rate represents the effective interest rate as of December 31, 2024 and includes the effect of interest rate swap agreements, as described further in “Note 6 - Debt” and “Note 7 - Derivative Financial Instruments.”

(3) Loan is a floating-rate loan which resets daily at daily SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of December 31, 2024.

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

The hedged fixed rate reset to 1.87 % effective November 27, 2023, and to 2.40 % effective December 23, 2024.

(4) Loan is a floating-rate loan which resets monthly at one-month term SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of December 31, 2024.

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

(5) Loan is a floating-rate loan which resets daily at daily SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of December 31, 2024.

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

(6) The annual interest rate of the Revolver assumes daily SOFR as of December 31, 2024 of 4.53 % plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.00 % as of December 31, 2024.

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

(2) Represents the stated interest rate within the respective debt agreement as of December 31, 2025.

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

(3) Represents the weighted-average hedged fixed rate plus the applicable margin as of December 31, 2025, as described further in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments.”

(4) The Company records deferred financing costs associated with the Revolver and loan commitment fees associated with the 2032 Term Loan in other assets, net in the consolidated balance sheets.

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

PNC Term Loan Agreement

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

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

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

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

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

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

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

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

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

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

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

The Company has fully hedged the 2031 Term Loan with an all-in fixed interest rate of 4.39 % and has partially hedged $ 200.0 million of the 2032 Term Loan at an all-in fixed interest rate of 4.67 %.

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

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

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

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

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

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

Truist Credit Agreement

On July 3, 2023, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the financial institutions party thereto, as lenders, and Truist Bank, as Administrative Agent (the “Truist Credit Agreement”), related to a $ 250.0 million sustainability-linked senior unsecured term loan (the “2029 Term Loan”), which may, subject to the terms of the Truist Credit Agreement, be increased to an amount of up to $ 400.0 million at the Company’s request.

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

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

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

Subject to the terms of the Truist Credit Agreement, the Company drew an additional $ 100.0 million under the 2029 Term Loan on March 1, 2024.

The Company drew an additional $ 100.0 million under the 2029 Term Loan on March 1, 2024.

The 2029 Term Loan is prepayable at the Company’s option in whole or in part without premium or penalty.

1 unchanged sentence

The extension options are at the Company’s election and are subject to certain conditions.

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

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

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

The Company has hedged the entire $ 250.0 million of the 2029 Term Loan at an all-in fixed interest rate of 4.99 %, through January 2029, which consists of a fixed SOFR rate of 3.74 %, plus a credit spread adjustment of 0.10 % and, at current leverage levels, a borrowing spread of 1.15 %.

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

The interest rate hedge is further described in “Note 7 – Derivative Financial Instruments.”

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

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

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

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

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

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

The Company has fully hedged the 2029 Term Loan at an all-in fixed interest rate of 4.69 % through January 2029.

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

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

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

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

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

PNC Credit Agreement

On August 11, 2022, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and PNC Bank, National Association, as Administrative Agent (the “PNC Credit Agreement”), related to sustainability-linked senior unsecured credit facility consisting of (i) a $ 200.0 million senior unsecured term loan (the “2028 Term Loan”) and (ii) a $ 400.0 million senior unsecured revolving credit facility (the “Revolver”, and together with the 2028 Term Loan, the “PNC Credit Facility”).

The PNC Credit Facility may be increased by $ 400.0 million in the aggregate for total availability of up to $ 1.0 billion.

On January 15, 2025, the Company amended and restated the existing PNC Credit Agreement to provide for:

the existing $ 200.0 million 2028 Term Loan;

an upsized $ 500.0 million Revolver (increased from $ 400.0 million);

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

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

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

The 2028 Term Loan matures on February 11, 2028.

The Revolver matures on August 11, 2026, subject to a one year extension option at the Company’s election (subject to certain conditions) to August 11, 2027.

The 2030 Term Loan B and the upsized Revolver initially mature on January 15, 2029 and include, at the Company’s election, a one-year option to extend the maturity to January 15, 2030, subject to certain conditions.

Borrowings under the PNC Credit Facility are repayable at the Company’s option in whole or in part without premium or penalty.

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

Prior to the date the Company obtains an Investment Grade Rating (as defined in the PNC Credit Agreement), interest rates are based on the Company’s consolidated total leverage ratio, and are determined by (A) in the case of the 2028 Term Loan either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.15 % to 1.60 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio and (B) in the case of the Revolver either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.00 % to 1.45 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.45 %, based on the Company’s consolidated total leverage ratio.

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

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

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

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

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

Prior to the date the Company obtains an Investment Grade Rating, the applicable facility fee will range from 0.15 % to 0.30 % based on the Company’s consolidated total leverage ratio.

After the date the Company obtains an Investment Grade Rating, the applicable facility fee will range from 0.125 % to 0.30 % based on the Company’s Investment Grade Rating.

Prior to the date the Company obtained an Investment Grade Rating, the applicable facility fee ranged from 0.15 % to 0.30 % based on the Company’s consolidated total leverage ratio.

After the date the Company obtained an Investment Grade Rating, the applicable facility fee ranges from 0.125 % to 0.30 % based on the Company’s credit rating.

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

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

The Company has fully hedged the 2028 Term Loan with an all-in fixed interest rate of 3.58 %, and the 2030 Term Loan B with an all-in fixed interest rate of 4.82 %.

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

The interest rate hedge is further described in “Note 7 – Derivative Financial Instruments.”

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

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

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

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

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

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

Wells Fargo Credit Agreement

In December 2019, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (the “Original Wells Fargo Credit Agreement”) governing a $ 175.0 million senior unsecured term loan that was scheduled to mature in December 2024 (the “2024 Term Loan”).

On June 15, 2023, the Company amended and restated the Original Wells Fargo Credit Agreement (as amended, the “Wells Fargo Credit Agreement”) to provide for a $ 175.0 million senior unsecured term loan with a maturity date of January 15, 2026, subject to a one year extension option at the Company’s election (subject to certain conditions) (the “2027 Term Loan”).

The 2027 Term Loan is repayable at the Company’s option in whole or in part without premium or penalty.

The interest rate applicable to the 2027 Term Loan is determined by the Company’s Investment Grade Rating (as defined in the Wells Fargo Credit Agreement).

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

The Company has fully hedged the 2027 Term Loan with an all-in interest rate of 3.65 %.

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

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

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

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

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

The Company has fully hedged the 2030 Term Loan A with an all-in fixed interest rate of 3.35 %.

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

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

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

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

Reduced Margins on Debt

As a result of receiving an investment grade credit rating, the interest rates on the Company’s term loans and revolving credit facility, including the revolving credit facility fee, are now determined by the Company’s credit rating and consolidated total leverage ratio.

Mortgage Note Payable

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Debt Maturities

Payments on the 2027 Term Loan, 2028 Term Loan, and 2029 Term Loan are interest-only through maturity.

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

As of December 31, 2025, scheduled debt maturities, including balloon payments, are as follows (in thousands):

Scheduled Principal Balloon Payment (1)

Scheduled Principal Payment

Balloon Payment (1)

2026 $ 178 $ 250,000 $ 250,178

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2029 — 350,000 350,000

Thereafter — 300,000 300,000

Total $ 348 $ 1,107,694 $ 1,108,042

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Amortization of debt discount and debt issuance costs, net 2,019 1,551 947

Amortization of deferred gains on interest rate swaps ( 3,789 ) ( 2,124 ) —

Amortization of deferred losses (gains) on interest rate swaps

2,859 ( 3,789 ) ( 2,124 )

Capitalized interest ( 154 ) ( 806 ) ( 1,060 )

Total interest expense, net $ 51,302 $ 30,324 $ 19,058

(1) Includes facility fees and non-utilization fees of approximately $ 0.6 million, $ 0.6 million, and $ 0.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.

(2) Includes the effects of interest rate hedges in place as of such date.

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

(1) Includes facility fees of approximately $ 0.8 million, $ 0.6 million, and $ 0.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

(2) Includes the effects of interest rate hedges.

During the years ended December 31, 2025, 2024, and 2023, the term loans had a weighted average interest rate, exclusive of amortization of deferred financing costs and the effects of interest rate hedges, of 5.44 %, 6.50 %, and 5.51 %, respectively.

During the years ended December 31, 2024, 2023, and 2022, the Company incurred interest expense on revolving credit facilities with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 6.24 %, 5.92 %, and 2.59 %, respectively.

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

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

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

During the years ended December 31, 2025, 2024, and 2023, the Company incurred interest expense on the Revolver with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 5.45 %, 6.24 %, and 5.92 %, respectively.

The Company was in compliance with all of its debt covenants as of December 31, 2025 and expects to be in compliance for the twelve-month period ending December 31, 2026.

See “Note 13 – Subsequent Events” for additional disclosure on the Company’s January 2025 Debt Transactions (as defined in “Note 13 – Subsequent Events”) which include amendments to its existing PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement.

Note 7 – Derivative Financial Instruments

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

Effective July 3, 2023, such derivatives were initiated to hedge the variable cash flows associated with the 2029 Term Loan.

The interest rate for the variable rate 2029 Term Loan is based on the 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 %.

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

Effective September 1, 2022, such derivatives were initiated to hedge the variable cash flows associated with the 2028 Term Loan.

The interest rate for the variable rate 2028 Term Loan is based on the 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 %.

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

Effective January 27, 2023, the Company converted its four existing LIBOR swap agreements associated with the 2024 Term Loan into four new SOFR swaps that convert the SOFR variable rate to a fixed rate of 0.12 % and on June 15, 2023, the Company amended and restated its 2024 Term Loan, providing for the $ 175.0 million 2027 Term Loan.

In anticipation of the amendment and restatement of the 2024 Term Loan, additional derivatives, effective November 27, 2023 and December 23, 2024 at hedged fixed rates of 1.87 % and 2.40 %, respectively, were initiated to hedge the variable cash flows associated with the 2027 Term Loan through the fully extended maturity date.

The interest rate on the variable 2027 Term Loan includes a daily SOFR rate as of December 31, 2024 of 4.31 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

During the fourth quarter of 2024, such derivatives were also initiated to hedge the variable cash flows associated with future debt issuances.

Specifically, the Company entered into seven swap agreements with effective and maturity dates of February 3, 2025 and January 2, 2030, respectively, for an aggregate notional amount of $ 175.0 million at a hedged fixed rate of 3.87 %.

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

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

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

Number of Instruments Notional

Interest Rate Derivatives December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023

Interest rate swaps 18 12 $ 800,000 $ 650,000

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification in the consolidated balance sheets as of December 31, 2024 and December 31, 2023 (in thousands):

Derivative Assets

Fair Value as of December 31,

Derivatives Designated as Hedging Instruments:

Balance Sheet Location 2024 2023

Interest rate swaps Other assets, net $ 16,426 $ 14,442

Derivative Liabilities

Fair Value as of December 31,

Derivatives Designated as Hedging Instruments:

Balance Sheet Location 2024 2023

Interest rate swaps Accounts payable, accrued expenses, and other liabilities $ — $ 3,073

The following table presents the effect of the Company’s interest rate swaps in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2024, 2023, and 2022 (in thousands):

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

Number of Instruments

Aggregate Notional Value

Fair Value of Asset (Liability) (2)

Associated Debt Instrument

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

Maturity Dates

December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

2028 Term Loan

3 3 2.63 % February 11, 2028 $ 200,000 $ 200,000 $ 2,620 $ 7,971

2029 Term Loan

4 4 3.74 % January 3, 2029 250,000 250,000 ( 3,198 ) 2,165

2030 Term Loan A

4 4 2.40 % January 23, 2027 175,000 175,000 1,806 5,629

2030 Term Loan B

7 7 3.87 % January 2, 2030 175,000 175,000 ( 3,467 ) 661

2031 Term Loan 8 — 3.44 % March 1, 2031 200,000 — ( 185 ) —

2032 Term Loan 8 — 3.42 % September 1, 2032 200,000 — 1,140 —

34 18 $ 1,200,000 $ 800,000 $ ( 1,284 ) $ 16,426

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

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

The following table presents the effect of the Company’s interest rate swaps in the consolidated statements of operations and comprehensive loss (in thousands):

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

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The Company did not exclude any amounts from the assessment of hedge effectiveness for the years ended December 31, 2025, 2024, and 2023.

During the next twelve months, the Company estimates that an additional $ 3.8 million will be reclassified as a decrease to interest expense.

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

During the next twelve months, the Company estimates that an additional $ 1.6 million will be reclassified as an increase to interest expense.

Note 8 – Fair Value Measurements

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

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

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

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

Financial Assets and Liabilities

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

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

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

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

Additionally, the Company believes that the following financial instruments have carrying values that approximate their fair values as of December 31, 2025 and 2024:

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

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

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

Fair Value Hierarchy Level

Description Carrying Value

Level 1 Level 2 Level 3

December 31, 2025

Derivative assets $ 5,566 $ 5,566 $ — $ 5,566 $ —

Derivative liabilities $ 6,850 $ 6,850 $ — $ 6,850 $ —

Term loans (1)

$ 1,093,331 $ 1,103,089 $ — $ — $ 1,103,089

December 31, 2024

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

Term loans (1)

$ 622,608 $ 626,629 $ — $ — $ 626,629

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

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

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

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

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

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

The table below presents the Company’s derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Fair Value Hierarchy Level

Description Level 1 Level 2 Level 3 Total Fair Value

December 31, 2024

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

December 31, 2023

Derivative assets $ — $ 14,442 $ — $ 14,442

Derivative liabilities $ — $ 3,073 $ — $ 3,073

Nonfinancial Assets and Liabilities

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

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

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

Year Ended December 31,

2025 2024 2023

Carrying value prior to impairment $ 91,857 $ 164,778 $ 58,667

total provisions for impairment ( 15,909 ) ( 29,969 ) ( 7,083 )

Carrying value after impairment $ 75,948 $ 134,809 $ 51,584

Number of properties:

Classified as held for sale 7 13 16

Disposed within the period 24 35 4

Classified as held for investment 5 15 2

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

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

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

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

During the year ended December 31, 2025, the Company accounted for held for investment assets at fair value using a cash flow model (Level 3 inputs) with capitalization rates ranging from 6.2 % to 7.5 %, which the Company believes is reasonable based on current market rates.

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

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Fair value of interest rate swaps 6,850 —

Tenant improvement allowances

Other liabilities 2,643 1,864

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Note 10 – Shareholders’ Equity

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

On September 14, 2023, the Company entered into a forward sale agreement with respect to 7,500,000 shares of its common stock under the 2021 ATM Program.

As of September 30, 2024, the Company had fully settled the forward sale agreement.

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

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

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

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

As of December 31, 2024, 1,743,100 shares remain unsettled under the forward sale agreements.

The Company may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than December 31, 2025.

The Company 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 December 31, 2026.

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

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

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

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

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

As of December 31, 2024, 152,547 shares remain unsettled under the forward sale agreements.

As of December 31, 2025, the Company had fully settled the forward sale agreements.

During 2025, the Company entered into forward sale agreements with respect to an aggregate 9,068,486 shares of its common stock under the 2024 ATM Program at a weighted-average price of $ 17.75 per share.

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

Maximum Sales Authorization Gross Settlements through December 31, 2024 (1)

Program Name Date Established Date Terminated

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

As of December 31, 2025

Program Name Date Established Date Terminated Maximum Sales Authorization Value of Gross Proceeds

Value of Gross Proceeds of Unsettled Forward Equity Value of Gross Proceeds Available for Issuance (2)

2023 ATM Program (3)

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August 2024 — $ 300,000 $ 52,446 $ 123,229 $ 124,325

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

(2) As of December 31, 2024, 1,743,100 shares remain unsettled under the forward sale agreements at the available net settlement price of $ 17.50 .

(3) As of December 31, 2024, 152,547 shares remain unsettled under the forward sale agreements at the available net settlement price of $ 16.93 .

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

(2) Represents gross proceeds available for future issuances of shares of common stock under the ATM Programs.

(3) As of December 31, 2025, 1,743,100 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 17.25 .

(4) As of December 31, 2025, 6,770,787 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 17.94 .

The following table details information related to activity under the ATM Programs for each period presented (in thousands, except share and per share data):

Year Ended December 31,

2024 2023 2022

Shares of common stock issued

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$ 51,562 $ 97,661 $ 130,274

(1) Included in the years ended December 31, 2024 and 2023, were 5,983,711 and 1,516,289 shares of common stock that were physically settled at a price of $ 16.50 and $ 16.49 per share under the forward sale agreement with respect to the 2021 ATM Program.

(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.

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

(3) Includes 1,516,289 shares of common stock that were physically settled at a weighted-average price of $ 16.49 per share under forward sale agreements.

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

As of December 31, 2024, $ 300.0 million of remaining gross proceeds are available for future issuances of shares of common stock under the 2024 ATM Program, inclusive of unsettled shares under forward sale agreements.

January 2024 Follow-On Offering

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

July 2025 Follow-On Offering

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

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

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

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

On December 30, 2025, the Company 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.

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

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

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

August 2022 Follow-On Offering

In August 2022, the Company completed a registered public offering of 10,350,000 shares of its common stock at a public offering price of $ 20.20 per share.

In connection with the offering, the Company entered into forward sale agreements for 10,350,000 shares of its common stock.

As of June 30, 2023, the Company had fully physically settled the forward sale agreements (by the delivery of shares of common stock).

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

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

January 2024 Follow-On Offering

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In connection with the offering, the Company entered into forward sale agreements for 11,040,000 shares of its common stock.

As of September 30, 2022, the Company had fully physically settled the forward sale agreements (by the delivery of shares of common stock).

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

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

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

As of December 31, 2025, 8,840,000 shares remain unsettled under the January 2024 forward sale agreements.

The following table presents information about the Company’s follow-on offerings (in thousands, except share data):

As of December 31, 2025

Follow-On Offering Shares Sold Shares Settled Shares Unsettled Value of Gross Proceeds of Unsettled Forward Equity

January 2024 11,040,000 2,200,000 8,840,000 $ 159,120

July 2025 12,420,000 8,155,053 4,264,947 $ 75,490

Surrendered Shares on Vested Stock Unit Awards

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

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

During the years ended December 31, 2024, 2023, and 2022, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender approximately 90 thousand, 37 thousand, and 75 thousand RSUs, respectively, valued at approximately $ 1.5 million, $ 0.7 million, and $ 1.5 million, respectively, solely to pay the associated statutory tax withholding.

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

During the years ended December 31, 2025, 2024, and 2023, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender approximately 50 thousand, 90 thousand, and 37 thousand RSUs, respectively, valued at approximately $ 0.8 million, $ 1.5 million, and $ 0.7 million, respectively, solely to pay the associated statutory withholding tax.

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

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$ 0.830 $ 63,457

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

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

Accordingly, during both of the years ended December 31, 2025 and 2024, the Operating Partnership paid distributions of $ 0.4 million to holders of OP Units.

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stockholders’ basis (but not below zero) in their shares.

The following table shows the character of the Company’s common stock distributions paid per share for the years ended December 31, 2024, 2023, and 2022:

The following table shows the character of the Company’s common stock distributions paid per share:

Year Ended December 31,

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Noncontrolling interests represent noncontrolling holders of OP Units in the Operating Partnership.

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

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

As of December 31, 2025 and 2024, noncontrolling interests represented 0.4 % and 0.5 %, respectively, of OP Units.

During the years ended December 31, 2024 and 2023, OP Unit holders redeemed 54,342 and 34,169 OP units, respectively, into shares of common stock on a one -for-one basis.

During the years ended December 31, 2025 and 2024, OP Unit holders redeemed 12,813 and 54,342 OP Units, respectively, for shares of common stock on a one -for-one basis.

Note 11 – Stock-Based Compensation

Under the Omnibus Incentive Plan, 2,094,976 shares of common stock are reserved for issuance.

Under the Omnibus Incentive Plan, 4,294,976 shares of common stock are reserved for issuance and, as of December 31, 2025, 3,389,881 shares of common stock were available for future issuance under the Omnibus Incentive Plan.

The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted shares, RSUs, long-term incentive plan units, dividend equivalent rights, and other share-based, share-related, or cash-based awards, including performance-based awards, to employees, directors, and consultants, with each grant evidenced by an award agreement providing the terms of the award.

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As of December 31, 2025, the only stock-based compensation granted by the Company were RSUs.

The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying consolidated statements of operations and comprehensive (loss) income was $ 5.7 million for the year ended 2024, and $ 4.8 million for the years ended 2023 and 2022.

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

The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss was $ 5.9 million, $ 5.7 million, and $ 4.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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

Performance-Based RSUs (effectiveness of Initial Public Offering)

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As a result of the Company’s initial public offering in August 2020, the performance condition was satisfied, and the Company recorded a stock-based compensation expense catch-up adjustment of $ 1.4 million.

The vesting terms of these grants are specific to the individual grant and were fully vested as of December 31, 2024.

The following table summarizes performance-based RSU activity for the years ended December 31, 2024, 2023, and 2022:

2024 2023 2022

Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share

The vesting terms of these grants were specific to the individual grant and were fully vested as of December 31, 2024.

The following table summarizes performance-based RSU activity for the periods indicated below.

There was no activity during the year ended December 31, 2025 as the awards were fully vested as of December 31, 2024.

Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share

Unvested RSU grants outstanding, beginning of year

30,379 $ 19.75 61,391 $ 19.75

Vested during the period ( 30,379 ) 19.75 ( 31,012 ) 19.75

Unvested RSU grants outstanding, end of year

For the years ended 2024, 2023, and 2022, the Company recognized $ 0.1 million, $ 0.3 million, and $ 0.9 million, respectively, in stock-based compensation expense associated with performance-based RSUs.

— $ — 30,379 $ 19.75

For the years ended December 31, 2024 and 2023, the Company recognized $ 0.1 million and $ 0.3 million, respectively, in stock-based compensation expense associated with performance-based RSUs.

As of December 31, 2024, there was no remaining unamortized stock-based compensation expense.

As of December 31, 2023, the remaining unamortized stock-based compensation expense totaled less than $ 0.1 million.

These units are subject to graded vesting and stock-based compensation expense is recognized ratably over the requisite service period for each vesting tranche in the award.

The grant date fair value of unvested RSUs is calculated as the per share price in the private offering that closed on December 23, 2019.

These units were subject to graded vesting and stock-based compensation expense was recognized ratably over the requisite service period for each vesting tranche in the award.

The grant date fair value of unvested RSUs was calculated as the per share price in the private offering that closed on December 23, 2019.

Service-Based RSUs

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

The following table summarizes service-based RSU activity for the years ended December 31, 2024, 2023, and 2022:

The following table summarizes service-based RSU activity for the periods indicated below:

2025 2024 2023

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Unvested RSU grants outstanding, beginning of year

326,987 $ 18.25 298,108 $ 19.79 247,079 $ 19.86

Granted during the period 294,067 14.76 210,733 17.17 161,757 19.79

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Unvested RSU grants outstanding, end of year

For the year ended December 31, 2024, the Company recognized $ 3.3 million in stock-based compensation expense associated with service-based RSUs.

For the years ended December 31, 2023 and 2022, the Company recognized $ 2.8 million in stock-based compensation expense associated with service-based RSUs.

452,646 $ 15.85 326,987 $ 18.25 298,108 $ 19.79

For the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 3.4 million, $ 3.3 million and $ 2.8 million, respectively, in stock-based compensation expense associated with service-based RSUs.

As of December 31, 2025 and December 31, 2024, the remaining unamortized stock-based compensation expense totaled $ 3.9 million and $ 3.3 million, respectively, and as of December 31, 2025, these awards are expected to be recognized over a remaining weighted average period of 2.0 years.

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Performance-Based RSUs (total shareholder return)

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

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

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

The performance period of these grants runs through February 28, 2025, February 28, 2026, and December 31, 2026.

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

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

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

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

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

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

The following table summarizes market-based RSU activity for the years ended December 31, 2024, 2023, and 2022:

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

The following table summarizes performance-based RSU activity for the periods indicated below:

2025 2024 2023

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Unvested RSU grants outstanding, beginning of year

290,442 $ 18.75 258,558 $ 20.38 177,350 $ 19.83

Granted during the period 170,213 14.91 169,002 16.05 81,751 21.57

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Unvested RSU grants outstanding, end of year

For the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 1.9 million, $ 1.7 million, and $ 0.9 million, respectively, in stock-based compensation expense associated with market-based RSUs.

392,130 $ 16.45 290,442 $ 18.75 258,558 $ 20.38

For the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 2.1 million, $ 1.9 million, and $ 1.7 million, respectively, in stock-based compensation expense associated with performance-based RSUs.

As of December 31, 2025 and December 31, 2024, the remaining unamortized stock-based compensation expense totaled $ 2.8 million and $ 2.4 million, respectively, and as of December 31, 2025, these awards are expected to be recognized over a remaining weighted average period of 1.7 years.

Alignment of Interest Program

During March 2021, the Company adopted the Alignment of Interest Program (the “Program”), which allows employees to elect to receive a portion of their annual bonus in RSUs in the first quarter of the following year, that vest from one to four years based on the terms of the grant agreement.

Under the Alignment of Interest Program (the “Program”), the Company allows employees to elect to receive a portion of their annual bonus in RSUs in the first quarter of the following year, that vest from one to four years based on the terms of the grant agreement.

Stock-based compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award, which begins in the period the bonus relates to.

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

For the years ended December 31, 2024, 2023, and 2022, the Company recognized approximately $ 0.3 million, $ 0.1 million, and $ 0.1 million, respectively, in stock-based compensation expense associated with these awards.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized approximately $ 0.3 million, $ 0.3 million, and $ 0.1 million, respectively, of stock-based compensation expense associated with these awards.

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

Note 11 – (Loss) Earnings Per Share

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

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

Note 12 – Earnings Per Share

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

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

Diluted earnings per share is similarly calculated except that the denominator is increased by using the treasury stock method to determine the potential dilutive effect of the Company’s outstanding unvested RSUs and unsettled shares under open forward equity contracts and using the if-converted method to determine the potential dilutive effect of the OP Units.

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

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net (loss) income per common share for the years ended December 31, 2024, 2023, and 2022.

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income (loss) per common share:

Year Ended December 31,

(in thousands, except share and per share data) 2025 2024 2023

Net (loss) income $ ( 12,000 ) $ 6,890 $ 8,205

Net loss (income) attributable to noncontrolling interest 63 ( 53 ) ( 88 )

Net (loss) income attributable to common shares, basic ( 11,937 ) 6,837 8,117

Net (loss) income attributable to noncontrolling interest ( 63 ) 53 88

Net (loss) income attributable to common shares, diluted $ ( 12,000 ) $ 6,890 $ 8,205

Net income (loss) $ 6,938 $ ( 12,000 ) $ 6,890

Net (income) loss attributable to noncontrolling interest ( 37 ) 63 ( 53 )

Net income (loss) attributable to common shares, basic 6,901 ( 11,937 ) 6,837

Net income (loss) attributable to noncontrolling interest 37 ( 63 ) 53

Net income (loss) attributable to common shares, diluted $ 6,938 $ ( 12,000 ) $ 6,890

Weighted average common shares outstanding, basic 82,702,387 76,517,767 63,922,973

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Weighted average common shares outstanding, diluted 84,204,748 76,517,767 64,665,439

Net (loss) income available to common stockholders per common share, basic $ ( 0.16 ) $ 0.11 $ 0.16

Net (loss) income available to common stockholders per common share, diluted $ ( 0.16 ) $ 0.11 $ 0.16

Net income (loss) available to common stockholders per common share, basic $ 0.08 $ ( 0.16 ) $ 0.11

Net income (loss) available to common stockholders per common share, diluted $ 0.08 $ ( 0.16 ) $ 0.11

For the year ended December 31, 2024, diluted net loss per common share does not assume the conversion of 444,435 OP Units, 123,992 unvested RSUs, or 233,606 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.

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Litigation and Regulatory Matters

In the ordinary course of business, from time to time, the Company may be subject to litigation, claims and regulatory matters, none of which are currently outstanding, which the Company believes could have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations, liquidity or cash flows.

In the ordinary course of business, the Company may, from time to time, be subject to litigation, claims, and regulatory matters.

There are none currently outstanding that the Company believes could have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations, liquidity, or cash flows.

Environmental Matters

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

As of December 31, 2024, the Company had tenant improvement allowance commitments totaling approximately $ 4.1 million, which is expected to be funded within the next two years .

Additionally, as of December 31, 2024, the Company had commitments to fund properties under development totaling $ 7.3 million, which is expected to be funded over the next 12 months.

The Company also had commitments to extend funds under mortgage loans receivable of $ 9.5 million as of December 31, 2024, which is expected to occur over the next 12 months.

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

The Company began operating out of the new office in February 2022.

As of December 31, 2025, the Company 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 .

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

The Company 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 the Company’s option for two additional periods of five years .

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The Company has evaluated all events that occurred subsequent to December 31, 2025 through the date on which these consolidated financial statements were issued to determine whether any of these events required disclosure in the financial statements.

2032 Term Loan Draw

Subject to the terms of the PNC Term Loan Agreement, the Company drew an additional $ 50.0 million under the 2032 Term Loan on January 2, 2026, bringing the total outstanding principal amount to $ 150.0 million.

Effective January 2, 2026, the $ 150.0 million outstanding under the 2032 Term Loan is hedged with an all-in fixed interest rate of 4.66 %.

The Company has $ 100.0 million remaining under the PNC Term Loan Agreement delayed draw term loan commitment.

Common Stock Dividend

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Revolver Activity

The Company borrowed $ 5.0 million, net of repayments, under the Revolver which will be used for general corporate purposes, including the acquisition of properties in the Company’s pipeline.

January 2025 Debt Transactions

On January 15, 2025, the Company amended its existing PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement.

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

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

the existing $ 200.0 million 2028 Term Loan;

and an upsized $ 500.0 million Revolver (increased from $ 400 million under the existing PNC Credit Agreement).

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 $ 175.0 million 2027 Term Loan from January 2027 to January 2029 with an option, at the Company’s election, to extend the maturity to January 2030.

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.

The interest rates under each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement are determined by the Company’s Investment Grade Rating status and consolidated total leverage ratio.

Prior to the date the Company obtains an Investment Grade Rating, interest rates are based solely on the Company’s consolidated total leverage ratio, and are determined by (A) in the case of the 2028 Term Loan, the 2030 Term Loan A, and the 2030 Term Loan B, either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio and (B) in the case of the Revolver either (i) SOFR, plus a margin ranging from 1.00 % to 1.45 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.45 %, based on the Company’s consolidated total leverage ratio.

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

Each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement contain customary representations and warranties, which include customary materiality, material adverse effect, and knowledge qualifiers.

Each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement contain customary affirmative and negative covenants, including, among other requirements, negative covenants that restrict the Company’s and its subsidiaries’ ability to create liens, and that restrict the Company’s subsidiaries’ ability to incur certain indebtedness.

Further, each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement contain a number of financial covenants, including, among others, the maintenance of a maximum leverage ratio, a fixed charge coverage ratio, a secured leverage ratio and a minimum tangible net worth.

Each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement contain events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events with respect to the Company and certain of its subsidiaries, material judgments, and events constituting a change of control.

Upon the occurrence and during the continuance of an event of default, the lenders under each such credit agreement may accelerate the obligations under the applicable credit agreement; however, under each credit agreement, acceleration will be automatic in the case of bankruptcy and insolvency events of default involving the Company.

The Company borrowed and repaid $ 10.0 million under the Revolver, which was used for general corporate purposes, including the acquisition of properties in the Company’s pipeline.

Forward Equity Sales

In January 2026, the Company entered into forward sale agreements with respect to an aggregate 2,589,402 shares of its common stock under the 2024 ATM Program at a weighted-average price of $ 18.06 per share.

Forward Equity Settlements

On February 6, 2026, the Company physically settled 4,000,000 shares of common stock under its January 2024 Follow-On Offering at a price of $ 16.98 per share in accordance with its forward sale agreements.

The Company received net proceeds of approximately $ 67.9 million.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data