Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
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Reports of Independent Registered Public Accounting Firm
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Consolidated Balance Sheets as of December 31, 202 5 and 202 4
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Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025, 2024, and 2023
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Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024 , and 20 23
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Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
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Notes to the Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
NETSTREIT Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of NETSTREIT Corp. 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. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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, and our report dated February 10, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of indicators for potential impairment of long-lived asset groups
As discussed in Note 2 to the consolidated financial statements, the Company evaluates its long-lived asset groups for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group is no longer recoverable. As of December 31, 2025 the Company has $2,179.8 million of real estate held for investment, net. The evaluation of the indicators of potential impairment relies upon certain management assumptions, including the anticipated holding period for a real estate investment property.
We identified the evaluation of indicators for potential impairment of long-lived asset groups as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the reasonableness of the Company’s intent and ability to hold long-lived asset groups for particular periods of time. A shortening of the anticipated holding period could indicate a potential impairment.
The following are primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal control related the Company’s long-lived asset impairment process, including a control related to the identification of indicators of potential impairment. We inquired of and obtained representations from Company officials and inspected documents, such as meeting minutes of the investment committee and the board of trustees and its sub-committees, to evaluate the Company’s intent and ability to hold long-lived asset groups for particular periods of time. We read external communications with investors to identify information regarding potential sales of the Company’s long-lived asset groups.
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Evaluation of the fair value of land and building in certain real estate asset acquisitions
As discussed in Notes 2 and 4 to the consolidated financial statements, the Company acquired real estate properties in asset acquisitions during 2025 for a total purchase price of $603.0 million, of which $246.0 million and $281.4 million were allocated to land and buildings, respectively. The purchase price of an asset acquisition is allocated to tangible and identifiable intangible assets or liabilities based on their relative fair values. In estimating fair values of land and building, the Company utilizes a number of sources, including real estate valuations prepared by an independent valuation firm.
We identified the evaluation of the fair value of land and building in certain real estate asset acquisitions as a critical audit matter. Subjective auditor judgment was required to evaluate the assumptions used in the Company’s estimates of fair value of land and building, including comparable land sales and estimated replacement cost of the building for certain real estate asset acquisitions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s asset acquisition valuation process, including controls related to the assumptions noted above. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the relevance of the comparable land sales and replacement cost of the building used by the Company to estimate fair values, by comparing them to our independently developed ranges of comparable land sales and estimated replacement cost of the building for a selection of real estate asset acquisitions.
/s/ KPMG LLP
We have served as the Company’s auditor since 2019.
Chicago, Illinois
February 10, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
NETSTREIT Corp.:
Opinion on Internal Control Over Financial Reporting
We have audited NETSTREIT Corp. and subsidiaries' (the Company) 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. 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, 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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Chicago, Illinois
February 10, 2026
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NETSTREIT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
2025 2024
Assets
Real estate, at cost:
Land $ 772,417 $ 571,272
Buildings and improvements 1,590,714 1,400,393
Total real estate, at cost 2,363,131 1,971,665
Less accumulated depreciation ( 188,858 ) ( 143,422 )
Property under development 5,500 6,118
Real estate held for investment, net 2,179,773 1,834,361
Assets held for sale 40,976 48,637
Mortgage loans receivable, net 142,464 139,409
Cash, cash equivalents, and restricted cash 14,467 14,320
Lease intangible assets, net 173,440 164,392
Other assets, net 63,076 58,227
Total assets $ 2,614,196 $ 2,259,346
Liabilities and equity
Liabilities:
Term loans, net $ 1,093,331 $ 622,608
Revolving credit facility — 239,000
Mortgage note payable, net 7,814 7,853
Lease intangible liabilities, net 16,910 20,177
Liabilities related to assets held for sale 1,016 1,912
Accounts payable, accrued expenses, and other liabilities 42,559 29,664
Total liabilities 1,161,630 921,214
Commitments and contingencies (Note 13)
Equity:
Stockholders’ equity
Common stock, $ 0.01 par value, 400,000,000 shares authorized; 93,070,533 and 81,602,232 shares issued and outstanding as of December 31, 2025 and 2024, respectively
931 816
Additional paid-in capital 1,701,572 1,507,995
Distributions in excess of retained earnings ( 251,926 ) ( 188,046 )
Accumulated other comprehensive (loss) income ( 4,565 ) 10,206
Total stockholders’ equity 1,446,012 1,330,971
Noncontrolling interests 6,554 7,161
Total equity 1,452,566 1,338,132
Total liabilities and equity $ 2,614,196 $ 2,259,346
The accompanying notes are an integral part of these consolidated financial statements.
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NETSTREIT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
Year Ended December 31,
2025 2024 2023
Revenues
Rental revenue (including reimbursable) $ 182,136 $ 150,823 $ 123,967
Interest income on loans receivable 12,625 11,561 7,388
Other revenue 245 400 550
Total revenues 195,006 162,784 131,905
Operating expenses
Property 19,211 17,422 16,413
General and administrative 21,723 19,722 20,176
Depreciation and amortization 86,376 76,871 63,677
Provisions for impairment 17,268 29,969 7,083
Transaction costs 218 359 456
Total operating expenses 144,796 144,343 107,805
Other (expense) income
Interest expense, net ( 51,302 ) ( 30,324 ) ( 19,058 )
Gain on sales of real estate, net 7,686 1,876 1,175
Loss on debt extinguishment ( 46 ) — ( 128 )
Other income (expense), net 444 ( 1,944 ) 752
Total other expense, net ( 43,218 ) ( 30,392 ) ( 17,259 )
Net income (loss) before income taxes 6,992 ( 11,951 ) 6,841
Income tax (expense) benefit ( 54 ) ( 49 ) 49
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:
Basic $ 0.08 $ ( 0.16 ) $ 0.11
Diluted $ 0.08 $ ( 0.16 ) $ 0.11
Weighted average common shares:
Basic 82,702,387 76,517,767 63,922,973
Diluted 84,204,748 76,517,767 64,665,439
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 $ ( 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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NETSTREIT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
Common stock
Shares Par Value Additional
Paid-in Capital Distributions in Excess of Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Noncontrolling Interests Total Equity
Balance at December 31, 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
Offering and related costs of common stock — — ( 9,519 ) — — ( 9,519 ) — ( 9,519 )
OP Units converted to common stock 34,169 — 619 — — 619 ( 619 ) —
Dividends and distributions declared on common stock and OP Units — — — ( 51,675 ) — ( 51,675 ) ( 407 ) ( 52,082 )
Dividends declared on restricted stock, net — — — ( 503 ) — ( 503 ) — ( 503 )
Vesting of restricted stock units 139,527 1 ( 1 ) — — — — —
Repurchase of common stock for tax withholding obligations ( 36,892 ) — ( 688 ) — — ( 688 ) — ( 688 )
Stock-based compensation, net — — 4,823 2 — 4,825 — 4,825
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
Offering and related costs of common stock — — ( 2,856 ) — — ( 2,856 ) — ( 2,856 )
OP Units converted to common stock 54,342 — 941 — — 941 ( 941 ) —
Dividends and distributions declared on common stock and OP Units — — — ( 63,457 ) — ( 63,457 ) ( 369 ) ( 63,826 )
Dividends declared on restricted stock, net — — — ( 557 ) — ( 557 ) — ( 557 )
Vesting of restricted stock units 246,755 2 ( 2 ) — — — — —
Repurchase of common stock for tax withholding obligations ( 89,656 ) ( 1 ) ( 1,498 ) — — ( 1,499 ) — ( 1,499 )
Stock-based compensation, net — — 5,656 181 — 5,837 — 5,837
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
Offering and related costs of common stock — — ( 8,450 ) — — ( 8,450 ) — ( 8,450 )
OP Units converted to common stock 12,813 — 206 — — 206 ( 206 ) —
Dividends and distributions declared on common stock and OP Units — — — ( 70,230 ) — ( 70,230 ) ( 358 ) ( 70,588 )
Dividends declared on restricted stock, net — — — ( 720 ) — ( 720 ) — ( 720 )
Vesting of restricted stock units 165,445 1 ( 1 ) — — — — —
Repurchase of common stock for tax withholding obligations ( 50,272 ) — ( 753 ) — — ( 753 ) — ( 753 )
Stock-based compensation, net — — 5,898 169 — 6,067 — 6,067
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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NETSTREIT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2025 2024 2023
Cash flows from 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
Amortization of deferred financing costs 3,136 2,230 1,730
Amortization of above/below-market assumed debt 114 114 114
Noncash revenue adjustments ( 5,119 ) ( 3,699 ) ( 1,632 )
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
Gain on sales of real estate, net ( 7,686 ) ( 1,876 ) ( 1,175 )
Provisions for impairment 17,268 29,969 7,083
Loss on debt extinguishment 46 — 128
(Gain) loss on involuntary conversion of building and improvements ( 45 ) 502 ( 78 )
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Other assets, net ( 102 ) ( 1,200 ) ( 1,237 )
Accounts payable, accrued expenses, and other liabilities 494 ( 946 ) 3,696
Lease incentive payments ( 667 ) ( 1,668 ) ( 1,740 )
Net cash provided by operating activities 109,510 90,164 80,155
Cash flows from investing activities
Acquisitions of real estate ( 598,073 ) ( 479,039 ) ( 340,451 )
Real estate development and improvements ( 9,426 ) ( 40,334 ) ( 78,798 )
Investment in mortgage loans receivable ( 37,425 ) ( 29,543 ) ( 72,429 )
Earnest money deposits ( 6,273 ) ( 67 ) ( 265 )
Purchase of computer equipment and other corporate assets ( 52 ) ( 8 ) ( 35 )
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
10,480 — —
Proceeds from the settlement of property-related insurance claims 45 403 78
Net cash used in investing activities ( 448,842 ) ( 432,875 ) ( 451,953 )
Cash flows from financing activities
Issuance of common stock in public offerings, net 188,341 135,475 271,389
Payment of common stock dividends ( 70,230 ) ( 63,457 ) ( 51,675 )
Payment of OP unit distributions ( 358 ) ( 369 ) ( 407 )
Payment of restricted stock dividends ( 277 ) ( 599 ) ( 148 )
Principal payments on mortgages payable ( 164 ) ( 155 ) ( 138 )
Proceeds under revolving credit facilities 349,000 392,000 361,000
Repayments under revolving credit facilities ( 588,000 ) ( 233,000 ) ( 394,000 )
Proceeds from term loans 518,675 100,000 150,000
Principal payments on term loans ( 43,675 ) — —
Repurchase of common stock for tax withholding obligations ( 753 ) ( 1,498 ) ( 688 )
Payment of deferred offering costs ( 1,036 ) ( 1,295 ) ( 878 )
Payment of deferred financing costs ( 12,044 ) — ( 3,271 )
Net cash provided by financing activities 339,479 327,102 331,184
Net change in cash, cash equivalents, and restricted cash 147 ( 15,609 ) ( 40,614 )
Cash, cash equivalents, and restricted cash at beginning of the period 14,320 29,929 70,543
Cash, cash equivalents, and restricted cash at end of the period $ 14,467 $ 14,320 $ 29,929
Supplemental disclosures of cash flow information:
Cash paid for interest, net of amounts capitalized $ 44,028 $ 30,295 $ 18,336
Cash (received) paid for income taxes, net $ ( 64 ) $ ( 31 ) $ 628
Supplemental disclosures of non-cash investing and financing activities:
Dividends declared and unpaid on restricted stock $ 550 $ 376 $ 501
Deferred offering costs included in accounts payable, accrued expenses, and other liabilities $ — $ 35 $ 7
Accrued loan origination fees on mortgage loans receivable $ 230 $ 200 $ —
Cash flow hedge change in fair value $ ( 17,709 ) $ 5,058 $ ( 12,698 )
Mortgage loan receivable settled in exchange for acquisition of real estate $ — $ — $ 4,673
Increase in mortgage loan receivable in exchange for disposition of real estate $ 8,450 $ 20,102 $ 1,837
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 $ —
The accompanying notes are an integral part of these consolidated financial statements.
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NETSTREIT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and Description of Business
NETSTREIT Corp. (the “Company”) was incorporated on October 11, 2019 as a Maryland corporation and commenced operations on December 23, 2019. The Company conducts its operations through NETSTREIT, L.P., a Delaware limited partnership (the “Operating Partnership”). NETSTREIT GP, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership.
The Company elected to be treated as and to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with its short taxable year ended December 31, 2019. Additionally, the Operating Partnership formed NETSTREIT Management TRS, LLC (“NETSTREIT TRS”), which together with the Company jointly elected to be treated as a taxable REIT subsidiary under Section 856(a) of the Internal Revenue Code of 1986, as amended, (the “Code”) for U.S. federal income tax purposes.
The Company is structured as an umbrella partnership real estate investment trust (commonly referred to as an “UPREIT”) and is an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant commercial retail properties, subject to long-term net leases with high-credit-quality tenants across the United States. The Company also invests in property developments and mortgage loans secured by real estate. As of 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 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 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
The Company presents noncontrolling interests, which represent limited partnership units in the Operating Partnership (the “OP Units”) not owned by the Company, as a component of permanent equity, separate from the Company’s stockholders’ equity. Noncontrolling interests were created as part of an asset acquisition and were recognized at fair value as of the date of the transaction. Effective with the Company’s initial public offering, each limited partner of the Operating Partnership has the right to require the Operating Partnership to redeem part or all of its OP Units for cash, based upon the value of an equivalent number of shares of the Company’s common stock at the time of the redemption, or, at the Company’s election, shares of the Company’s common stock on a one -for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of the Company’s common stock. 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 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.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant assumptions and estimates relate to the useful lives of real estate assets, lease accounting, real estate impairment assessments, and allocation of fair value of purchase consideration. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.
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Real Estate Held for Investment
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. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes, and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed.
The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business and therefore accounted for as a business combination or if the acquisition transaction should be accounted for as an asset acquisition. Under Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), an acquisition does not qualify as a business when substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort, or delay. Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred.
The Company allocates the purchase price of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may include land, buildings, site improvements, and tenant improvements. Intangible assets include the value of in-place leases and above-market leases, and intangible liabilities include below-market leases. The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases based on the specific characteristics of each tenant’s lease. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal, and other related expenses. The fair value of above-market or below-market leases is recorded based on the net present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company’s estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining non-cancelable term of the lease, including any below-market fixed rate renewal options for below-market leases. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including real estate valuations prepared by an independent valuation firm. The Company also considers information and other factors, including market conditions, the industry that the tenant operates in, characteristics of the real estate; e.g., location, size, demographics, value and comparative rental rates; tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business. Additionally, the Company considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets and liabilities acquired. Based on these inputs for measuring and allocating the fair value of real estate acquisitions, the Company utilizes both observable market data (categorized as level 2 on the three-level valuation hierarchy of Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement), and unobservable inputs that reflect the Company’s own internal assumptions (categorized as level 3 under ASC Topic 820).
Depreciation and Amortization
Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets:
Buildings 13 – 35 years
Building improvements 15 years
Tenant improvements Shorter of the term of the related lease or useful life
Acquired in-place leases or leasing commissions Remaining terms of the respective leases
Computer equipment and other corporate assets 3 – 5 years
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The following table summarizes depreciation and amortization amounts during the periods indicated below (in thousands):
Year Ended December 31,
2025 2024 2023
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 assets and leasing commission costs
23,199 21,805 19,275
Total depreciation and amortization expense $ 86,376 $ 76,871 $ 63,677
Repairs and maintenance are charged to operations as incurred; major renewals and betterments that extend the useful life or improve the operating capacity of the asset are capitalized. Upon the sale or disposition of a property, the asset and the related accumulated depreciation and amortization are removed from the consolidated balance sheets with the difference between the proceeds received, net of sales costs, and the carrying value of the asset group recorded as a gain or loss on sale, subject to impairment considerations.
Assets Held for Sale
The Company is continually evaluating the portfolio of real estate assets and may elect to dispose of assets considering criteria including, but not limited to, tenant concentration, tenant credit quality, unit financial performance, local market conditions and lease rates, asset location and tenant operation type (e.g., tenant or retail sector). 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 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. No depreciation expense or amortization expense is recognized on properties held for sale and the related intangible assets or liabilities once they have been classified as such. Only disposals representing a strategic shift in operations are presented as discontinued operations. 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 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. An example of an event or changed circumstance is a reduction in the expected holding period of a property. If indicators are present, the Company will prepare a projection of the undiscounted future cash flows of the property, excluding interest charges, and determine if the carrying amount of the asset group is recoverable. When a carrying amount is not recoverable, an impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair market value. The Company estimates fair value using data such as operating income, estimated capitalization rates or multiples, leasing prospects, local market information, and discount rates, and with regard to assets held for sale, based on the estimated or negotiated selling price, less estimated costs of disposal. Based on these unobservable inputs, the Company determined that its valuations of impaired real estate and intangible assets fall within Level 3 of the fair value hierarchy under 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.
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Cash, Cash Equivalents, and Restricted Cash
The Company considers all cash balances, money market accounts, and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Restricted cash includes cash restricted for property tenant improvements and cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Code. Restricted cash is included in cash, cash equivalents, and restricted cash in the consolidated balance sheets. The Company had $ 0.1 million of restricted cash as of December 31, 2025 and $ 7.9 million of restricted cash as of December 31, 2024.
The Company’s bank balances as of December 31, 2025 and 2024 included certain amounts over the Federal Deposit Insurance Corporation limits.
Revenue Recognition and Related Matters
The Company’s rental revenue is primarily related to rent received from tenants under leases accounted for as operating leases. Rent from leases that have fixed and determinable rent increases is recognized on a straight-line basis over the non-cancellable initial term of the lease and reasonably certain renewal periods, from the later of the date of the commencement of the lease or the date of acquisition of the property subject to the lease. The difference between rental revenue recognized and the cash rent due under the provisions of the lease is recorded as deferred rent receivable and included as a component of other assets in the consolidated balance sheets.
Variable lease revenues include tenant reimbursements, reserves for uncollectible amounts, changes in the index or market-based indices after the inception of the lease, or percentage rents. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.
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.
Reserves for uncollectible amounts are provided against the portion of accounts receivable, net, including straight-line rents, which is estimated to be uncollectible, which includes a portfolio-based reserve and reserves for specifically disputed amounts. Such reserves are reviewed each period based upon recovery experience and the specific facts of each outstanding amount. As of December 31, 2025 and December 31, 2024, the Company had an immaterial reserve for uncollectible amounts specific to reimbursable expenses.
Mortgage Loans Receivable
The Company holds loans receivable, which are mortgage loans secured by real estate, for short and long-term investment. Loans receivable are carried at amortized cost. 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. Direct costs associated with originating loans, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective interest method. The Company evaluates its loan receivable balances, including accrued interest, for potential credit losses by analyzing the credit of the borrower, the remaining time to maturity of the loan, collateral value and quality (if any), and other relevant factors. 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. 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. Equity classified awards are measured based on the fair value on the date of grant. Liability classified awards are remeasured to fair value each reporting period. Stock-based compensation expense is recognized over the requisite service or performance period. The Company recognizes forfeitures as they occur.
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Forward Equity Sales
The Company sells shares of common stock through forward sale agreements from time to time to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments), while delaying the issuance of such shares and the receipt of the net proceeds by the Company.
To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives. To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase its shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock.
The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. Prior to settlement, a forward sale agreement will be reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of the Company’s common stock used in diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of the Company’s common stock that would be issued upon full physical settlement of such forward sale agreement over the number of shares of the Company’s common stock that could be purchased by the Company in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). Consequently, prior to settlement of a forward sale agreement, there will be no dilutive effect on the Company’s earnings per share except during periods when the average market price of the Company’s common stock is above the adjusted forward sale price. However, upon settlement of a forward sale agreement, if the Company elects to physically settle or net share settle such forward sale agreement, delivery of the Company’s shares will result in dilution to the Company’s earnings per share.
Transaction Costs
Transaction costs represent non-capitalizable acquisition related expenses and costs associated with abandoned acquisitions. Acquisition and dead deal related expenses were $ 0.2 million, $ 0.4 million, and $ 0.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Income Taxes
The Company elected to be treated and qualify as a REIT for U.S. federal income tax purposes beginning with its short taxable year ended December 31, 2019. To qualify as a REIT, the Company must meet certain organizational, income, asset, and distribution tests. Accordingly, the Company will generally not be subject to corporate U.S. federal or state income tax to the extent that it makes qualifying distributions of all of its taxable income to its stockholders and provided it satisfies, on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution, and share ownership tests. The Company expects the distributions made during 2025 are sufficient to receive a full dividends paid deduction.
NETSTREIT TRS is treated as a taxable REIT subsidiary which may be subject to U.S. federal, state, and local income taxes on its taxable income. 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) 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. The Company had no material interest or penalties relating to income, franchise, and other state and local taxes for the years presented. Additionally, there were no material accruals for interest or penalties as of December 31, 2025 and 2024.
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The Company files federal, state, and local income tax returns. The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in its financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded in the consolidated financial statements.
All federal tax returns for years prior to 2022 are no longer subject to examination. Additionally, state tax returns for years prior to 2020 are generally no longer subject to examination.
Earnings Per Share
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 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 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 Measurements
The Company estimates fair value of financial and nonfinancial assets and liabilities based on the framework established in the fair value accounting guidance, ASC Topic 820, Fair Value Measurement. Fair value measurements are utilized in the accounting of the Company’s assets acquired and liabilities assumed in an asset acquisition and also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 — Unobservable inputs for the asset or liability.
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 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. These credit risk exposures are spread among a diversified group of investment grade financial institutions.
Segment Reporting
ASC Topic 280, Segment Reporting, establishes standards for the manner in which companies report information about operating segments. The Company is an internally managed real estate company that acquires, owns, invests in, and manages a diversified portfolio of single-tenant commercial retail properties, subject to long-term net leases with high-credit-quality tenants across the United States. The Company primarily engages in leasing activities that generate revenues and incur operating expenses in addition to investing in property developments and mortgage loans secured by real estate. The Company aggregates these investments for reporting purposes and operates in one reportable segment.
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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 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. Significant segment expenses include property, general and administrative, depreciation and amortization, provisions for impairment, and interest expense. The measure of segment assets is reported on the Company’s consolidated balance sheets as total assets. 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires annual disclosure of specific categories in the rate reconciliation and provides additional information for reconciling items that meet a quantitative threshold within the rate reconciliation. In addition, the amendments require annual disclosure of income taxes paid disaggregated by federal, state, and foreign jurisdictions as well as individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis, however early adoption and retrospective application is permitted. The Company 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): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses and a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.
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 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 and is presented net of any reserves, write-offs, or recoveries for uncollectible amounts.
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Fixed lease income includes stated amounts per the lease contract, which include base rent, fixed common area maintenance charges, and straight-line lease adjustments.
Variable lease income primarily includes recoveries from tenants, which represent amounts that tenants are contractually obligated to reimburse the Company for, specific to their portion of actual recoverable costs incurred. Variable lease income also includes percentage rent, which represents amounts billable to tenants based on their actual sales volume in excess of levels specified in the lease contract.
The following table provides a disaggregation of lease income recognized under ASC 842 (in thousands):
Year Ended December 31,
2025 2024 2023
Rental revenue
Fixed lease income (1)
$ 166,769 $ 138,101 $ 110,177
Variable lease income (2)
15,210 12,263 13,179
Other rental revenue:
Above/below market lease amortization, net 1,006 1,219 1,400
Lease incentives ( 849 ) ( 760 ) ( 789 )
Rental revenue (including reimbursable) $ 182,136 $ 150,823 $ 123,967
(1) Fixed lease income includes contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term.
(2) Variable lease income primarily includes tenant reimbursements for real estate taxes, insurance, common area maintenance, and reserves for uncollectible amounts. There were no material reserves, write-offs, or recoveries of uncollectible amounts during the 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):
Future Minimum Base
Rental Receipts
2026 $ 184,082
2027 182,925
2028 177,987
2029 169,441
2030 158,813
Thereafter 1,140,063
Total $ 2,013,311
Future minimum rentals exclude amounts that may be received from tenants for reimbursements of operating costs and property taxes. In addition, the future minimum rents do not include any contingent rents based on a percentage of the lessees’ gross sales or lease escalations based on future changes in the Consumer Price Index or other stipulated reference rate.
Corporate Office Lease
In August 2021, the Company entered into a lease agreement on a new corporate office space, which commenced in October 2021 and is classified as an operating lease. The Company began operating out of the new office in February 2022. The lease has a remaining noncancellable lease term of 6.6 years that expires on July 31, 2032, with a one-time option to terminate in 2029 exercisable by the Company. The lease is also renewable at the Company’s option for two additional periods of five years . No renewals were incorporated in the calculation of the corporate lease right-of-use asset and liability as it is not reasonably certain that the Company will exercise the options. Further, the lease agreement does not contain any material residual value guarantees or material restrictive covenants. The corporate office lease contains variable lease costs related to the lease of parking spaces and non-lease components related to the reimbursement of property operating expenses and certain common area maintenance expenses, all of which are recognized as incurred. 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.
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The following table presents the Company’s lease expense components (in thousands):
Year Ended December 31,
2025 2024 2023
Operating lease cost $ 542 $ 542 $ 542
Variable lease cost $ 317 $ 316 $ 306
The Company recorded a right-of-use asset and operating lease liability of approximately $ 4.5 million at lease commencement. As of December 31, 2025, the right-of-use asset and operating lease liability were $ 3.1 million and $ 4.2 million, respectively.
The right-of-use asset is included in other assets, net and the operating lease liability is included in accounts payable, accrued expenses, and other liabilities in the accompanying consolidated balance sheets.
The following table reflects the maturity analysis of payments due from the Company over the next five years and thereafter for the corporate office lease obligation as of December 31, 2025 (in thousands):
Future Minimum Lease Payments
2026 $ 653
2027 670
2028 689
2029 707
2030 727
Thereafter 1,189
Total lease payments 4,635
Less: Amount representing interest (1)
( 480 )
Present value of operating lease liabilities $ 4,155
(1) Imputed interest was calculated using a discount rate of 3.25 %. The discount rate is based on the estimated incremental borrowing rate, calculated as the treasury rate for the same period as the underlying lease term, plus a spread determined using various factors, including REIT industry performance.
Note 4 – Real Estate Investments
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.
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.
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Acquisitions
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,
2025 2024
Number of properties acquired 140 115
Purchase price allocation:
Land $ 245,948 $ 141,074
Buildings 281,376 266,644
Site improvements 26,272 31,825
Tenant improvements 3,396 3,934
In-place lease intangible assets 42,225 36,580
Above-market lease intangible assets 3,815 —
Below-market lease intangible liabilities ( 71 ) —
Total (1)
$ 602,961 $ 480,057
(1) During the years ended December 31, 2025 and 2024, the Company capitalized $ 7.0 million and $ 4.6 million of acquisition costs, respectively.
Dispositions
The Company’s property dispositions are summarized below (dollars in thousands):
Year Ended December 31,
2025 (1)
2024 2023
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.
Development
The Company’s investment in property developments is summarized below (dollars in thousands):
Year Ended December 31,
2025 2024
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)
2 18
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.
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Investment in Mortgage Loans Receivable
The Company’s mortgage loans receivable portfolio is summarized below (dollars in thousands):
Loan Type Monthly Payment (1)
Number of Secured Properties Effective Interest Rate (2)
Stated Interest Rate Maturity Date December 31, 2025 December 31, 2024
Mortgage (3) (4)
I/O 1 6.71 % 6.00 % 8/31/2027 $ 38,162 $ 43,612
Mortgage (4)
I/O 46 9.55 % 9.55 % 3/10/2026 41,940 41,940
Mortgage (4) (5)
I/O 3 8.10 % 6.89 % 4/10/2026 4,132 4,132
Mortgage (3) (4) (5)
I/O 2 9.52 % 10.09 % 6/10/2026 2,230 8,408
Mortgage None (6)
1 7.00 % 7.00 % 1/31/2026 825 825
Mortgage (3) (4) (7)
I/O 5 10.26 % 10.25 % 6/5/2026 9,356 11,658
Mortgage (3) (4) (8)
I/O 3 10.25 % 10.25 % 2/27/2026 5,883 8,853
Mortgage (9)
P+I 1 7.25 % 7.25 % 7/17/2027 — 4,076
Mortgage (9)
P+I 1 7.25 % 7.25 % 7/17/2027 — 5,221
Mortgage I/O 1 14.68 % 13.09 % 1/17/2025 — 1,299
Mortgage P+I 1 7.25 % 7.25 % 9/19/2027 1,411 1,434
Mortgage I/O 1 7.00 % 7.00 % 9/30/2029 636 636
Mortgage I/O 1 6.50 % 6.50 % 12/23/2029 3,284 3,284
Mortgage I/O 1 6.50 % 6.50 % 12/23/2029 4,105 4,105
Mortgage (3) (4)
I/O 1 9.75 % 9.75 % 3/12/2026 1,829 —
Mortgage (3) (10)
None (6)
13 9.75 % 9.75 % 1/30/2027 21,644 —
Mortgage I/O 1 7.25 % 7.25 % 5/18/2027 6,050 —
Mortgage (3)
I/O 1 9.75 % 9.75 % 12/5/2026 1,068 —
Total 142,555 139,483
Unamortized loan origination costs and fees, net 81 74
Unamortized discount ( 172 ) ( 148 )
Total mortgage loans receivable, net $ 142,464 $ 139,409
(1) I/O: Interest Only; P+I: Principal and Interest.
(2) Includes amortization of discount, loan origination costs and fees, as applicable.
(3) The Company has the right, subject to certain terms and conditions, to acquire all or a portion of the underlying collateralized properties.
(4) Loans require monthly payments of interest only with principal payments occurring as borrower disposes of underlying properties, limited to the Company’s allocated investment by property. Any remaining principal balance will be repaid at or before the maturity date.
(5) The stated interest rate is variable up to 15.0 % and is calculated based on contractual rent for existing collateralized properties subject to the loan agreement.
(6) Payments of both interest and principal are due at maturity.
(7) The collateralized properties are in process developments with varying maturity dates dependent upon initial funding. Maturity dates range from 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.
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Note 5 – Intangible Assets and Liabilities
Intangible assets and liabilities consisted of the following (in thousands):
December 31, 2025 December 31, 2024
Gross
Carrying
Amount Accumulated Amortization Net Carrying Amount Gross
Carrying
Amount Accumulated Amortization Net Carrying Amount
Assets:
In-place leases $ 228,508 $ ( 77,628 ) $ 150,880 $ 203,104 $ ( 60,729 ) $ 142,375
Above-market leases 22,696 ( 6,567 ) 16,129 19,644 ( 5,500 ) 14,144
Lease incentives 8,678 ( 2,247 ) 6,431 9,529 ( 1,656 ) 7,873
Total intangible assets $ 259,882 $ ( 86,442 ) $ 173,440 $ 232,277 $ ( 67,885 ) $ 164,392
Liabilities:
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 by category were as follows:
Years Remaining as of
December 31, 2025 December 31, 2024
In-place leases 8.7 8.6
Above-market leases 11.9 11.4
Below-market leases 9.5 10.1
Lease incentives 8.9 10.1
The Company records amortization of in-place lease assets to amortization expense, and records net amortization of above-market and below-market lease intangibles as well as amortization of lease incentives to rental revenue. The following amounts in the accompanying 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,
2025 2024 2023
Amortization:
Amortization of in-place leases $ 22,766 $ 21,302 $ 19,203
Net adjustment to rental revenue:
Above-market lease assets ( 1,493 ) ( 1,621 ) ( 1,575 )
Below-market lease liabilities 2,499 2,839 2,975
Lease incentives ( 849 ) ( 760 ) ( 789 )
$ 157 $ 458 $ 611
The following table provides the projected amortization of in-place lease assets to amortization expense and the net amortization of above-market, below-market, and lease incentive lease intangible assets and liabilities to rental revenue as of December 31, 2025, for the next five years and thereafter (in thousands):
2026 2027 2028 2029 2030 Thereafter Total
In-place leases $ 24,052 $ 22,313 $ 19,594 $ 17,191 $ 14,273 $ 53,457 $ 150,880
Above-market lease assets ( 1,687 ) ( 1,635 ) ( 1,604 ) ( 1,455 ) ( 1,359 ) ( 8,389 ) ( 16,129 )
Below-market lease liabilities 2,368 2,298 2,171 1,990 1,818 6,265 16,910
Lease incentives ( 859 ) ( 804 ) ( 774 ) ( 735 ) ( 732 ) ( 2,527 ) ( 6,431 )
Net adjustment to rental revenue $ ( 178 ) $ ( 141 ) $ ( 207 ) $ ( 200 ) $ ( 273 ) $ ( 4,651 ) $ ( 5,650 )
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Note 6 – Debt
Debt consists of the following (in thousands):
Amounts Outstanding as of
Contractual Maturity Date Fully Extended Maturity Date (1)
Interest Rate (2)
Hedged Interest Rate (3)
December 31, 2025 December 31, 2024
Debt:
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
Total debt 1,108,042 872,205
Unamortized discount and debt issuance costs ( 6,897 ) ( 2,744 )
Unamortized deferred financing costs, net (4)
( 5,657 ) ( 1,200 )
Total debt, net $ 1,095,488 $ 868,261
(1) Date represents the fully extended maturity date available to the Company, subject to certain conditions, under each related debt instrument.
(2) Represents the stated interest rate within the respective debt agreement as of 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.
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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. The Company drew an additional $ 100.0 million under the 2029 Term Loan on March 1, 2024. The 2029 Term Loan is prepayable at the Company’s option in whole or in part without premium or penalty. The 2029 Term Loan matures on July 3, 2026, subject to two one-year extension options and one six-month extension option with a final, extended maturity date of January 3, 2029. The extension options are at the Company’s election and are subject to certain conditions.
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”).
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.
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PNC Credit Agreement
On August 11, 2022, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and PNC Bank, National Association, as Administrative Agent (the “PNC Credit Agreement”), related to sustainability-linked senior unsecured credit facility consisting of (i) a $ 200.0 million senior unsecured term loan (the “2028 Term Loan”) and (ii) a $ 400.0 million senior unsecured revolving credit facility (the “Revolver”).
On January 15, 2025, the Company amended and restated the existing PNC Credit Agreement to provide for: the existing $ 200.0 million 2028 Term Loan; an upsized $ 500.0 million Revolver (increased from $ 400.0 million); 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 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 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 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 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 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.
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Wells Fargo Credit Agreement
In December 2019, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent, which was subsequently amended and restated on June 15, 2023 (as amended, the “Wells Fargo Credit Agreement”), governing a $ 175.0 million senior unsecured term loan that was scheduled to mature on January 15, 2026, subject to a one-year extension option at the Company’s election (subject to certain conditions) (the “2027 Term Loan”).
On January 15, 2025, the Company amended and restated the Wells Fargo Credit Agreement to extend the maturity date of the 2027 Term Loan to January 15, 2029, subject to a one-year extension option at the Company’s election (subject to certain conditions) (as amended, the “2030 Term Loan A”). On September 25, 2025, the Wells Fargo Credit Agreement was further amended to, among other things, remove the SOFR credit spread adjustment from the 2030 Term Loan A. The 2030 Term Loan A is repayable at the Company’s option in whole or in part without premium or penalty.
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. 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 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
As of December 31, 2025, the Company had total gross mortgage indebtedness of $ 8.0 million, which was collateralized by related real estate and a tenant’s lease with an aggregate net book value of $ 11.6 million. The Company incurred debt issuance costs of less than $ 0.1 million and recorded a debt discount of $ 0.6 million, both of which are recorded as a reduction of the principal balance in mortgage note payable, net in the Company’s consolidated balance sheets. The mortgage note matures on November 1, 2027, but may be repaid in full beginning August 2027.
Debt Maturities
Payments on the 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, 2030 Term Loan B, 2031 Term Loan, and 2032 Term Loan are interest-only through maturity. As of December 31, 2025, scheduled debt maturities, including balloon payments, are as follows (in thousands):
Scheduled Principal Payment
Balloon Payment (1)
Total
2026 $ 178 $ 250,000 $ 250,178
2027 170 7,694 7,864
2028 — 200,000 200,000
2029 — 350,000 350,000
2030 — — —
Thereafter — 300,000 300,000
Total $ 348 $ 1,107,694 $ 1,108,042
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(1) Does not assume the exercise of any extension options available to the Company.
Interest Expense
The following table is a summary of the components of interest expense related to the Company’s borrowings (in thousands):
Year Ended December 31,
2025 2024 2023
Revolving credit facilities (1)
$ 5,628 $ 6,879 $ 5,492
Term loans (2)
39,346 25,315 14,518
Mortgage note payable 373 380 387
Non-cash:
Amortization of deferred financing costs 1,231 794 898
Amortization of debt discount and debt issuance costs, net 2,019 1,551 947
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 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.
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.
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, 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.
Note 7 – Derivative Financial Instruments
The Company uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using either a qualitative or quantitative approach. The Company recognizes the entire change in the fair value in Accumulated Other Comprehensive Income (“AOCI”) and the change is reflected as cash flow hedge changes in fair value in the supplemental disclosures of non-cash investing and financing activities in the consolidated statements of cash flows.
Amounts will subsequently be reclassified to earnings when the hedged item affects earnings. The Company does not enter into derivative contracts for speculative or trading purposes and does not have derivative netting arrangements.
The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. To mitigate credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings.
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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 —
Total
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)
Derivatives in Cash Flow Hedging Relationships 2025 2024 2023 2025 2024 2023
Interest Rate Products $ ( 8,823 ) $ 19,408 $ 1,729 Interest expense, net $ 6,028 $ 18,139 $ 16,551
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 $ 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.
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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.
• Carrying value of the Company’s mortgage note payable approximates fair value based on a discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads.
The table below presents the carrying values and estimated fair values of certain financial assets and liabilities, aggregated by their level in the fair value hierarchy within which those measurements fall (in thousands):
Fair Value Hierarchy Level
Description Carrying Value
Fair Value
Level 1 Level 2 Level 3
December 31, 2025
Assets
Derivative assets $ 5,566 $ 5,566 $ — $ 5,566 $ —
Liabilities
Derivative liabilities $ 6,850 $ 6,850 $ — $ 6,850 $ —
Term loans (1)
$ 1,093,331 $ 1,103,089 $ — $ — $ 1,103,089
December 31, 2024
Assets
Derivative assets $ 16,426 $ 16,426 $ — $ 16,426 $ —
Liabilities
Term loans (1)
$ 622,608 $ 626,629 $ — $ — $ 626,629
(1) Recorded at carrying value in the 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.
To comply with the provisions of ASC 820, Fair Value Measurement, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2025, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
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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
Less: total provisions for impairment ( 15,909 ) ( 29,969 ) ( 7,083 )
Carrying value after impairment $ 75,948 $ 134,809 $ 51,584
Number of properties: (1)
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
Other assets, net consists of the following (in thousands):
December 31,
2025 2024
Accounts receivable, net $ 9,679 $ 9,809
Deferred rent receivable 16,588 11,790
Prepaid assets 2,975 2,143
Earnest money deposits 6,790 517
Fair value of interest rate swaps 5,566 16,426
Deferred offering costs 2,171 1,641
Deferred financing costs, net 5,657 1,200
Right-of-use asset 3,086 3,484
Leasehold improvements and other corporate assets, net 1,183 1,425
Interest receivable 3,958 3,034
Other assets, net 5,423 6,758
$ 63,076 $ 58,227
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Accounts payable, accrued expenses, and other liabilities consists of the following (in thousands):
December 31,
2025 2024
Accrued expenses $ 4,249 $ 4,961
Accrued bonus 3,068 1,271
Prepaid rent 6,526 5,655
Operating lease liability 4,155 4,646
Accrued interest 4,642 3,476
Deferred rent 5,233 4,738
Accounts payable 1,218 3,053
Fair value of interest rate swaps 6,850 —
Tenant improvement allowances
3,975 —
Other liabilities 2,643 1,864
$ 42,559 $ 29,664
Note 10 – Shareholders’ Equity
ATM Programs
On October 25, 2023, the Company entered into a $ 300.0 million at-the-market equity program (the “2023 ATM Program”) through which, from time to time, it may sell shares of its common stock in registered transactions.
During 2024, the Company entered into forward sale agreements with respect to an aggregate 1,743,100 shares of its common stock under the 2023 ATM Program at a weighted-average price of $ 17.67 per share. 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. Effective August 12, 2024, in connection with the establishment of the new at-the-market offering program, the 2023 ATM Program was terminated. As a result of the termination, the Company will not offer or sell any additional shares of common stock under the 2023 ATM Program. As context requires, the 2024 ATM Program and the 2023 ATM Program are referred to herein as the “ATM Programs.”
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, 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 Company may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than the stated maturity dates ranging from September 2026 to November 2026.
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The following table presents information about the ATM Programs (in thousands):
As of December 31, 2025
Program Name Date Established Date Terminated Maximum Sales Authorization Value of Gross Proceeds
Settled (1)
Value of Gross Proceeds of Unsettled Forward Equity Value of Gross Proceeds Available for Issuance (2)
2023 ATM Program (3)
October 2023 August 2024 $ 300,000 $ 77,323 $ 30,806 $ —
2024 ATM Program (4)
August 2024 — $ 300,000 $ 52,446 $ 123,229 $ 124,325
(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,
2025 (1)
2024 (2)
2023 (3)
Shares of common stock issued
3,185,262 5,983,711 7,662,341
Weighted-average price per share $ 16.47 $ 16.50 $ 17.22
Gross proceeds $ 52,446 $ 98,731 $ 131,911
Sales commissions and offering costs $ 884 $ 1,070 $ 1,638
Net proceeds (4)
$ 51,562 $ 97,661 $ 130,274
(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.
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 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.
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
In January 2024, the Company completed a registered public offering of 11,040,000 shares of its common stock at a public offering price of $ 18.00 per share. In connection with the offering, the Company entered into forward sale agreements for 11,040,000 shares of its common stock. The Company did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers. On September 26, 2024, the Company 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.
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As of December 31, 2025, 8,840,000 shares remain unsettled under the January 2024 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 December 31, 2026.
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
During the years presented, portions of restricted stock unit awards (“RSUs”) granted to certain of the Company’s officers, directors, and employees vested. The vesting of these awards, granted pursuant to the NETSTREIT Corp. Amended and Restated 2019 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), resulted in federal and state income tax liabilities for the recipients. During the 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.
Dividends
During the year ended December 31, 2025, the Company declared and paid the following common stock dividends (in thousands, except per share data):
Year Ended December 31, 2025
Declaration Date Dividend Per Share Record Date Total Amount Payment Date
February 21, 2025 $ 0.210 March 14, 2025 $ 17,157 March 31, 2025
April 25, 2025 0.210 June 2, 2025 17,159 June 16, 2025
July 21, 2025 0.215 September 2, 2025 17,947 September 15, 2025
October 24, 2025 0.215 December 1, 2025 17,967 December 15, 2025
$ 0.850 $ 70,230
During the year ended December 31, 2024, the Company declared and paid the following common stock dividends (in thousands, except per share data):
Year Ended December 31, 2024
Declaration Date Dividend Per Share Record Date Total Amount Payment Date
February 13, 2024 $ 0.205 March 15, 2024 $ 15,031 March 28, 2024
April 23, 2024 0.205 June 3, 2024 15,042 June 14, 2024
July 23, 2024 0.210 September 3, 2024 16,251 September 13, 2024
October 18, 2024 0.210 December 2, 2024 17,133 December 13, 2024
$ 0.830 $ 63,457
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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For federal income tax purposes, distributions to stockholders are characterized as ordinary income dividends, capital gain distributions, or non-dividend distributions. Non-dividend distributions will reduce U.S. 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:
Year Ended December 31,
2025 2024 2023
Ordinary income dividends $ 0.7342 $ 0.7680 $ 0.7488
Non-dividend distributions 0.1158 0.0620 0.0502
Capital gain distributions 0.0000 0.0000 0.0110
Total $ 0.8500 $ 0.8300 $ 0.8100
Noncontrolling Interests
Noncontrolling interests represent noncontrolling holders of OP Units in the Operating Partnership. 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, 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, 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. The Omnibus Incentive Plan is administered by the Compensation Committee of the Board of Directors.
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 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)
Pursuant to the Omnibus Incentive Plan, the Company made performance-based RSUs to certain employees and non-employee directors. The performance condition required the Company to effectively file a resale registration statement. Up until the point of filing the registration statement, performance was not deemed probable and accordingly, no RSUs had the capability of vesting and no stock-based compensation expense was recorded. 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 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.
2024 2023
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
— $ — 30,379 $ 19.75
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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. 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
Pursuant to the Omnibus Incentive Plan, the Company has made service-based RSU grants to certain employees and non-employee directors. The vesting terms of these grants are specific to the individual grant and vest in equal annual installments over the next one to five years .
The following table summarizes service-based RSU activity for the periods indicated below:
2025 2024 2023
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
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
Forfeited during the period ( 2,963 ) 17.01 ( 12,138 ) 18.67 ( 2,213 ) 20.18
Vested during the period ( 165,445 ) 18.65 ( 169,716 ) 19.58 ( 108,515 ) 19.93
Unvested RSU grants outstanding, end of year
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. Stock-based compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award.
The grant date fair value of service-based unvested RSUs is calculated as the per share price determined in the initial public offering for awards granted in 2020, and as the per share price of the Company’s stock on the date of grant for those granted in years subsequent to 2020.
Performance-Based RSUs (total shareholder return)
Pursuant to the Omnibus Incentive Plan, the Company has made performance-based RSU grants to certain employees. These grants are subject to the participant’s continued service over a three year period with 40 % of the award based on the Company’s total shareholder return (“TSR”) as compared to the TSR of identified peer companies and 60 % of the award based on total absolute TSR over the cumulative three year period. The performance period of these grants runs through February 28, 2026, December 31, 2026, and December 31, 2027. Grant date fair value of the performance-based share awards was calculated using the Monte Carlo simulation model, which incorporated stock price volatility of the Company and each of the Company’s peers and other variables over the performance period. Significant inputs for the current period calculation were expected volatility of the Company of 24.4 % and expected volatility of the Company’s peers, ranging from 19.5 % to 98.2 %, with an average volatility of 29.9 %, and a risk-free interest rate of 4.00 %. The fair value per share on the grant date specific to the target TSR relative to the Company’s peers was $ 15.86 and the target absolute TSR was $ 14.28 for a weighted average grant date fair value of $ 14.91 per share. Stock-based compensation expense associated with unvested performance-based share awards is recognized on a straight-line basis over the minimum required service period of three years .
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The following table summarizes performance-based RSU activity for the periods indicated below:
2025 2024 2023
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
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
Forfeited during the period ( 68,525 ) 22.38 ( 90,458 ) 17.55 ( 543 ) 19.36
Vested during the period — — ( 46,660 ) 20.36 — —
Unvested RSU grants outstanding, end of year
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
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. The Program is deemed to be a liability-classified award (accounted for as an equity-classified award as the service date precedes the grant date and the award would otherwise be classified as equity on grant date), which will be fair-valued and accrued over the applicable service period. The total estimated fair value of the elections made for 2025 under the Program was approximately $ 1.2 million as of December 31, 2025. The award will be remeasured to fair value each reporting period until the unvested RSUs are granted. 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 12 – Earnings Per Share
Net income (loss) per common share has been computed pursuant to the guidance in the ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is similarly calculated except that the denominator is increased by using the treasury stock method to determine the potential dilutive effect of the Company’s outstanding unvested RSUs and unsettled shares under open forward equity contracts and using the if-converted method to determine the potential dilutive effect of the OP Units. The Company has noncontrolling interests in the form of OP Units which are convertible into common stock and represent potentially dilutive securities, as the OP Units may be redeemed for cash or, at the Company’s election, exchanged for shares of the Company’s common stock on a one -for-one basis.
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The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income (loss) per common share:
Year Ended December 31,
(in thousands, except share and per share data) 2025 2024 2023
Numerator:
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
Denominator:
Weighted average common shares outstanding, basic 82,702,387 76,517,767 63,922,973
Effect of dilutive shares for diluted net income per common share:
OP Units 421,516 — 501,751
Unvested RSUs 285,694 — 165,420
Unsettled shares under open forward equity contracts 795,151 — 75,295
Weighted average common shares outstanding, diluted 84,204,748 76,517,767 64,665,439
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.
As of December 31, 2025 and 2024, there were 412,143 and 424,956 of OP Units outstanding, respectively.
Note 13 – Commitments and Contingencies
Litigation and Regulatory Matters
In the ordinary course of business, the Company may, from time to time, be subject to litigation, claims, and regulatory matters. There are none currently outstanding that the Company believes could have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations, liquidity, or cash flows.
Environmental Matters
The Company is subject to environmental regulations related to the ownership of real estate. The cost of complying with the environmental regulations was not material to the Company’s results of operations for any of the periods presented. The Company is not aware of any environmental condition on any of its properties that is likely to have a material adverse effect on the consolidated financial statements when the fair value of such liability can be reasonably estimated and is required to be recognized.
Commitments
In the normal course of business, the Company enters into various types of commitments to purchase real estate properties, fund development projects, or extend funds under mortgage loans receivable. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase or extend funding. As of 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 .
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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 . Future minimum base rental payments under the lease are outlined in “Note 3 – Leases.” Annual rent expense, excluding operating expenses, is approximately $ 0.5 million during the initial term.
As of December 31, 2025, the Company did not have any other material commitments for re-leasing costs, recurring capital expenditures, non-recurring building improvements, or similar types of costs.
Note 14 – Subsequent Events
The Company has evaluated all events that occurred subsequent to 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
On February 5, 2026, the Company’s Board of Directors declared a cash dividend of $ 0.22 per share for the first quarter of 2026. The dividend will be paid on March 31, 2026 to stockholders of record on March 16, 2026.
Revolver Activity
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. 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 January 2027.
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.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.