What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-10-21 compared with 2026-07-22 · 154 added, 143 removed, 312 unchanged (49% of the section changed)

16 unchanged sentences

We also invest in property developments and mortgage loans secured by real estate.

As of June 30, 2026, we owned or had investments in 864 properties diversified by tenant, industry, and geography, comprising 156 different tenants across 28 retail sectors in 46 states.

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

As of September 30, 2026, we owned or had investments in 919 properties diversified by tenant, industry, and geography, comprising 158 different tenants across 28 retail sectors in 46 states.

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

We focus on tenants in industries where we believe a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including grocers, convenience stores, discount stores, home improvement, quick-service restaurants, general retail, and auto parts, all of which we refer to as defensive retail industries.

As of June 30, 2026, our investments generated ABR 1 of $231.4 million.

As of September 30, 2026, our investments generated ABR 1 of $246.3 million.

Approximately 40% of our ABR is from investment grade 2 credit rated tenants and an additional 18% of our ABR is derived from tenants with an investment grade profile 3 .

Our portfolio was 100.0% occupied (excluding five properties under development) and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 10.0 years.

1 Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for all executed mortgage loans as of June 30, 2026.

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

1 Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for all executed mortgage loans as of September 30, 2026.

2 We define “investment grade” tenants as tenants, or tenants that are subsidiaries of a parent entity, with a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s), or NAIC2 (National Association of Insurance Commissioners) or higher.

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

2032 Term Loan Draws

Subject to the terms of the term loan agreement agented by PNC Bank, National Association (as amended, the “PNC Term Loan Agreement”), we drew amounts under the $250.0 million senior unsecured term loan (the “2032 Term Loan”) equal to $50.0 million on January 2, 2026, $50.0 million on April 1, 2026, and $50.0 million on September 22, 2026.

September 2026 Debt Transactions

On September 28, 2026, we amended the PNC Term Loan Agreement to provide for:

(i) a $100.0 million increase under our existing $200.0 million senior unsecured term loan (the “2031 Term Loan”), bringing the aggregate size of the loan to $300.0 million, (ii) a $50.0 million increase under our 2032 Term Loan, bringing the aggregate size of the loan to $300.0 million, and (iii) a new $400.0 million senior unsecured delayed draw term loan facility (the “2033 Term Loan”).

The incremental borrowings under the 2031 Term Loan and 2032 Term Loan were fully funded on September 28, 2026.

The 2033 Term Loan is unfunded, and may be drawn incrementally or in full at our discretion until September 28, 2027.

The 2033 Term Loan matures on September 28, 2033.

Among other things, the amendment also reduced the applicable margin spread under the 2031 Term Loan.

We used the incremental borrowings under the 2031 Term Loan and 2032 Term Loan, in addition to the $50.0 million draw under the 2032 Term Loan that occurred on September 22, 2026, to pay off our $200.0 million senior unsecured term loan (the “2028 Term Loan”).

The underlying $200.0 million of interest rate swaps associated with the 2028 Term Loan were transferred to the 2031 Term Loan and 2032 Term Loan.

We also amended our Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (the “Wells Fargo Credit Agreement”), our 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”), and our 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”).

These amendments implemented certain conforming changes to each of the Wells Fargo Credit Agreement, the PNC Credit Agreement, and the Truist Credit Agreement, including reducing the applicable margin spread under the Wells Fargo Credit Agreement and the PNC Credit Agreement.

Truist Credit Agreement Amendment

On May 29, 2026, we amended the Truist Credit Agreement to, among other things, reduce the applicable margin spread related to our $250.0 million sustainability-linked senior unsecured term loan (the “2029 Term Loan”).

Additionally, we exercised our first extension option and extended the 2029 Term Loan one year through July 3, 2027.

On April 21, 2026, we entered into a $400.0 million at-the-market equity program (the “2026 ATM Program”) through which, from time to time, we may sell shares of our common stock in registered transactions.

Effective April 21, 2026, in connection with the establishment of the new at-the-market offering program, the existing $300.0 million at-the-market equity program established in August 2024 (the “2024 ATM Program”) was terminated.

During the six months ended June 30, 2026, we entered into forward sale agreements with respect to an aggregate 8,697,206 shares of common stock under the 2026 ATM Program at a weighted-average price of $20.51 per share.

Additionally, during the six months ended June 30, 2026, we entered into forward sale agreements with respect to an aggregate 4,264,015 shares of common stock under the 2024 ATM Program at a weighted-average price of $18.86 per share.

As of June 30, 2026, 21,475,108 shares remain unsettled under forward sale agreements associated with our existing $300.0 million at-the-market equity program (the “2023 ATM Program”), 2024 ATM Program, and 2026 ATM Program.

We may physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than the stated maturity dates ranging from September 2026 to June 2027, unless the parties mutually agree to extend such dates.

As of June 30, 2026, the remaining availability under the 2026 ATM Program was $221.6 million.

During the nine months ended September 30, 2026, we entered into forward sale agreements with respect to an aggregate of 9,688,981 shares of common stock under the 2026 ATM Program at a weighted-average price of $20.60 per share.

Additionally, during the nine months ended September 30, 2026, we entered into forward sale agreements with respect to an aggregate of 4,264,015 shares of common stock under the 2024 ATM Program at a weighted-average price of $18.86 per share.

The following table details information related to the issuance of shares (including through physical settlement under forward sale agreements) under the ATM Programs for the nine months ended September 30, 2026 (in thousands, except share and per share data).

Nine Months Ended September 30, 2026

Shares of common stock issued (1)

Weighted-average price per share

Gross proceeds $ 200,787

Sales commissions and offering costs $ 7,492

Net proceeds $ 193,295

(1) Includes 11,103,289 shares of common stock that were physically settled at a weighted-average price of $18.08 per share under forward sale agreements.

As of September 30, 2026, 11,363,594 shares remain unsettled under forward sale agreements associated with our 2024 ATM Program and 2026 ATM Program.

We may physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than the stated maturity dates ranging from March 2027 to January 2028, unless the parties mutually agree to extend such dates.

As of September 30, 2026, the remaining availability under the 2026 ATM Program was $200.4 million.

Settlement of Forward Shares Under the July 2025 Follow-On Offering

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We received net proceeds from the settlement of $70.7 million, net of underwriting discounts and offering costs of $4.8 million.

As of June 30, 2026, we had fully settled the July 2025 forward sale agreements.

As of September 30, 2026, we had fully settled the July 2025 forward sale agreements.

Settlement of Forward Shares Under the January 2024 Follow-On Offering

4 unchanged sentences

We received net proceeds from the settlement of $67.8 million, net of underwriting discounts and offering costs of $4.2 million.

As of June 30, 2026, 4,840,000 shares remain unsettled under the January 2024 forward sale agreements.

We expect to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than December 31, 2026, unless the parties mutually agree to extend such dates.

February 2026 Follow-On Offering

On September 25, 2026, we physically settled 4,840,000 shares of common stock at a weighted-average price of $16.68 per share in accordance with the forward sale agreements.

We received net proceeds from the settlement of $80.6 million, net of underwriting discounts and offering costs of $6.5 million.

As of September 30, 2026, we had fully settled the January 2024 forward sale agreements.

Settlement of Forward Shares Under the February 2026 Follow-On Offering

In February 2026, we completed a registered public offering of 12,627,000 shares of our common stock at a public offering price of $19.00 per share, including the full exercise of the underwriters’ option to purchase additional shares.

1 unchanged sentence

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

As of June 30, 2026, 12,627,000 shares remain unsettled under the February 2026 forward sale agreements.

On September 25, 2026, we physically settled 8,056,711 shares of common stock at a weighted-average price of $17.90 per share in accordance with the forward sale agreements.

We received net proceeds from the settlement of $143.8 million, net of underwriting discounts and offering costs of $9.3 million.

As of September 30, 2026, 4,570,289 shares remain unsettled under the February 2026 forward sale agreements.

We expect to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than February 2027, unless the parties mutually agree to extend such dates.

2032 Term Loan Draws

Subject to the terms of the term loan agreement agented by PNC Bank, National Association (the “PNC Term Loan Agreement”), we drew $50.0 million under the $250.0 million senior unsecured term loan (the “2032 Term Loan”) on January 2, 2026, and an additional $50.0 million on April 1, 2026, bringing the total outstanding principal amount to $200.0 million.

The $200.0 million outstanding under the 2032 Term Loan is hedged with an all-in fixed interest rate of 4.67%.

We have $50.0 million remaining under the PNC Term Loan Agreement delayed draw term loan commitment.

Truist Credit Agreement Amendment

On May 29, 2026, we amended our existing Credit Agreement, dated as of July 3, 2023, by and among the Operating Partnership, the Company, the financial institutions party thereto, as lenders, and Truist Bank, as Administrative Agent to, among other things, reduce the applicable margin spread related to our $250.0 million sustainability-linked senior unsecured term loan (the “2029 Term Loan”).

Additionally, we exercised our first extension option and extended the 2029 Term Loan one year through July 3, 2027.

Results of Operations

We continued to grow our assets held for investment during the six months ended June 30, 2026 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average cash yield of approximately 7.4%.

This growth was financed through the two $50.0 million draws under the 2032 Term Loan, settlement of shares of common stock through our July 2025 and January 2024 follow-on offering forward sale agreements of $70.7 million and $67.8 million, respectively, borrowings on our senior unsecured revolving credit facility (the “Revolver”), the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the six months ended June 30, 2026.

During the three months ended June 30, 2026, we acquired 79 properties for a total purchase price of $252.7 million, inclusive of $3.5 million of capitalized acquisition costs.

We continued to grow our assets held for investment during the nine months ended September 30, 2026 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average cash yield of approximately 7.4%.

This growth was financed through the draws under the 2032 Term Loan, borrowings on our senior unsecured revolving credit facility (the “Revolver”), net proceeds from the settlement of shares of common stock through our forward sale agreements of $556.1 million, the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the nine months ended September 30, 2026.

During the three months ended September 30, 2026, we acquired 79 properties for a total purchase price of $264.0 million, inclusive of $3.5 million of capitalized acquisition costs.

The acquisitions were all accounted for as asset acquisitions.

These properties are located in 25 states with a WALT of approximately 13.0 years.

During the six months ended June 30, 2026, we acquired 135 properties for a total purchase price of $486.7 million, inclusive of $6.6 million of capitalized acquisition costs.

During the nine months ended September 30, 2026, we acquired 214 properties for a total purchase price of $750.6 million, inclusive of $10.0 million of capitalized acquisition costs.

The acquisitions were all accounted for as asset acquisitions.

These properties are located in 34 states with a WALT of approximately 12.3 years.

As of June 30, 2026, we had five property developments under construction.

During the three months ended June 30, 2026, we invested $7.6 million in property developments, including the land acquisition of two new developments with an initial purchase price of $1.1 million.

During the six months ended June 30, 2026, we invested $13.0 million in property developments, including the land acquisition of three new developments with an initial purchase price of $3.4 million.

During the six months ended June 30, 2026, we completed development on one project and reclassified approximately $5.0 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying condensed consolidated balance sheets.

As of September 30, 2026, we had six property developments under construction.

During the three months ended September 30, 2026, we invested $14.9 million in property developments, including the land acquisition of one new development with an initial purchase price of $3.8 million.

During the nine months ended September 30, 2026, we invested $27.8 million in property developments, including the land acquisition of four new developments with an initial purchase price of $7.3 million.

During the nine months ended September 30, 2026, we completed development on one project and reclassified approximately $5.0 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying condensed consolidated balance sheets.

Rent commenced for the completed development in the second quarter of 2026.

The remaining five developments are expected to be substantially completed with rent commencing at various points throughout 2026 and early 2027.

The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying condensed consolidated balance sheets as of June 30, 2026.

During the three months ended June 30, 2026, we sold 16 properties for a total sales price, net of disposal costs, of $45.1 million, recognizing a net gain of $1.7 million on the sales.

During the six months ended June 30, 2026, we sold 21 properties for a total sales price, net of disposal costs, of $55.5 million, recognizing a net gain of $1.8 million on the sales.

The remaining six developments are expected to be substantially completed with rent commencement occurring in the fourth quarter of 2026 or the first quarter of 2027.

The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying condensed consolidated balance sheets as of September 30, 2026.

During the three months ended September 30, 2026, we sold 15 properties for a total sales price, net of disposal costs, of $38.3 million, recognizing a net gain of $1.4 million on the sales.

During the nine months ended September 30, 2026, we sold 36 properties for a total sales price, net of disposal costs, of $93.8 million, recognizing a net gain of $3.1 million on the sales.

Investment in Mortgage Loans Receivable

During the three and six months ended June 30, 2026, we invested an additional $40.8 million and $45.9 million, respectively, in fully collateralized mortgage loans receivable with stated interest rates ranging from 8.21% to 9.75%.

This is inclusive of $6.0 million provided through seller financing transactions during the six months ended June 30, 2026.

In addition, during the three and six months ended June 30, 2026, we collected $20.1 million and $31.3 million, respectively, in principal on our mortgage loans receivable.

This is inclusive of $17.3 million of mortgage loans receivable settled in exchange for acquisition of real estate during the six months ended June 30, 2026.

In addition, we sold one mortgage loan receivable at a discount in an effort to manage tenant exposure, recognizing non-credit related provisions for impairment of $0.6 million for the six months ended June 30, 2026.

During the three and nine months ended September 30, 2026, we invested an additional $9.2 million and $55.1 million, respectively, in fully collateralized mortgage loans receivable with stated interest rates ranging from 8.21% to 9.75%.

This is inclusive of $6.0 million provided through seller financing transactions during the nine months ended September 30, 2026.

In addition, during the three and nine months ended September 30, 2026, we collected $28.3 million and $59.6 million, respectively, in principal on our mortgage loans receivable.

This is inclusive of $17.3 million of mortgage loans receivable settled in exchange for acquisition of real estate during the nine months ended September 30, 2026.

See discussion of our mortgage loans receivable portfolio included in “Note 4 – Real Estate Investments” of our condensed consolidated financial statements, included in “Item 1 – Financial Statements (unaudited)”.

Three Months Ended June 30, 2026 Compared with the Three Months Ended June 30, 2025

Three Months Ended September 30, 2026 Compared with the Three Months Ended September 30, 2025

The following table sets forth our operating results for the periods indicated (in thousands):

Three Months Ended June 30,

Three Months Ended September 30,

Rental revenue (including reimbursable) $ 63,215 $ 45,026

Interest income on loans receivable 3,047 3,282

Other revenue 556 —

Total revenues 66,262 48,308

9 unchanged sentences

Gain on sales of real estate, net 1,361 1,122

Loss on debt extinguishment (48) —

Other income, net 1,658 170

3 unchanged sentences

Net income $ 8,507 $ 621

Revenue for the three months ended June 30, 2026 increased by $13.0 million to $61.3 million from $48.3 million for the three months ended June 30, 2025, which is primarily attributed to an increase in the number of our operating leases.

The increase includes additional cash rental receipts of $11.2 million, an increase of $1.1 million in straight-line rental revenue, combined net increases of property expense reimbursements of $0.9 million, and an increase in other revenue of $0.6 million related to lease termination fees, offset by a net increase of $0.2 million in reserves for uncollectible amounts, a decrease in interest income on mortgage loans receivable of $0.2 million and other combined net decreases of $0.4 million.

Revenue for the three months ended September 30, 2026 increased by $18.0 million to $66.3 million from $48.3 million for the three months ended September 30, 2025, which is primarily attributed to an increase in the number of our operating leases.

The increase includes additional cash rental receipts of $15.5 million, an increase of $1.4 million in straight-line rental revenue, combined net increases of property expense reimbursements of $1.4 million, and other combined net increases of $0.2 million, offset by a decrease in interest income on mortgage loans receivable of $0.2 million, and a net increase of $0.3 million in reserves for uncollectible amounts.

Total operating expenses.

Total operating expenses increased by $5.6 million to $41.6 million for the three months ended June 30, 2026 as compared to $36.0 million for the three months ended June 30, 2025.

The increase is primarily attributed to an increase in the number of operating properties, with the most significant increases being depreciation and amortization expense and property expenses.

Total operating expenses increased by $6.6 million to $42.9 million for the three months ended September 30, 2026 as compared to $36.3 million for the three months ended September 30, 2025.

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

Total operating expenses include the following:

• Property expenses.

Property expenses increased by $1.2 million to $5.7 million for the three months ended June 30, 2026 from $4.5 million for the three months ended June 30, 2025.

Property expenses increased by $1.6 million to $5.9 million for the three months ended September 30, 2026 from $4.3 million for the three months ended September 30, 2025.

The increase is primarily attributed to an increase in the number of operating properties, including combined net increases of reimbursable property expenses of $1.3 million, of which $1.0 million were related to reimbursable property taxes and $0.2 million were related to reimbursable common area maintenance, and an increase of $0.3 million of non-reimbursable property expenses.

• General and administrative expenses.

General and administrative expenses increased by $0.3 million to $5.8 million for the three months ended June 30, 2026 from $5.5 million for the three months ended June 30, 2025.

The increases within general and administrative expense were primarily related to an increase of $0.2 million of stock-based compensation and an increase of $0.2 million of payroll expense.

General and administrative expenses increased by $1.4 million to $6.5 million for the three months ended September 30, 2026 from $5.1 million for the three months ended September 30, 2025.

The increases within general and administrative expenses were primarily related to an increase of $0.5 million of employee severance, an increase of $0.3 million of stock-based compensation, and other combined net increases of $0.5 million.

• Depreciation and amortization.

Depreciation and amortization expense increased by $4.3 million to $25.8 million for the three months ended June 30, 2026 from $21.5 million for the three months ended June 30, 2025.

Depreciation and amortization expense increased by $7.2 million to $28.6 million for the three months ended September 30, 2026 from $21.4 million for the three months ended September 30, 2025.

The increase in depreciation and amortization is proportionate to the increase in the size of the portfolio over the comparable period with associated increases primarily in building depreciation expense of $4.0 million, building improvements depreciation expense of $1.6 million, and in-place lease amortization expense of $1.5 million.

• Provisions for impairment.

For the three months ended June 30, 2026, we recorded provisions for impairment of $4.2 million on ten properties, all of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed during the three months ended June 30, 2026.

For the three months ended June 30, 2025, we recorded provisions for impairment of $4.4 million on nine properties, all of which were classified as held-for-sale or disposed during the three months ended June 30, 2025.

For the three months ended September 30, 2026, we recorded provisions for impairment of $1.9 million on seven properties, all of which were either previously classified as held for sale, newly classified as held for sale, or disposed during the three months ended September 30, 2026.

For the three months ended September 30, 2025, we recorded provisions for impairment of $5.5 million on 13 properties and three mortgage loans receivable, the majority of which were either previously classified as held for sale, newly classified as held for sale, or disposed during the three months ended September 30, 2025.

One of the properties was held for investment as of September 30, 2025.

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

Interest expense, net.

Interest expense increased by $3.0 million to $15.6 million for the three months ended June 30, 2026 from $12.6 million for the three months ended June 30, 2025.

The increase is primarily attributed to an increase of $2.4 million of interest incurred on our 2032 Term Loan, an increase of $2.2 million of interest incurred on our $200.0 million senior unsecured term loan (the “2031 Term Loan”), and in increase of $0.2 million in loan fee amortization related to the 2031 Term Loan and 2032 Term Loan.

The increase was partially offset by $1.3 million of reduced interest incurred on our Revolver, primarily due to a decrease in average borrowings outstanding during the respective periods, and collectively, $0.6 million of reduced interest incurred on our $200.0 million senior unsecured term loan (the “2028 Term Loan”), our 2029 Term Loan, our $175.0 million senior unsecured term loan (the “2030 Term Loan A”), and our $175.0 million senior unsecured term loan (the “2030 Term Loan B”), primarily related to the interest rate reduction as a result of receiving a credit rating at the end of 2025.

Interest expense increased by $5.1 million to $17.7 million for the three months ended September 30, 2026 from $12.6 million for the three months ended September 30, 2025.

The increase is primarily attributed to an increase of $2.4 million of interest incurred on our 2032 Term Loan, an increase of $2.1 million of interest incurred on our 2031 Term Loan, and an increase of $1.2 million of interest incurred on our Revolver, primarily due to an increase in average borrowings outstanding during the respective periods.

The increase was partially offset by a collective $0.7 million of reduced interest incurred on our 2028 Term Loan, our 2029 Term Loan, our $175.0 million senior unsecured term loan (the “2030 Term Loan A”), and our $175.0 million senior unsecured term loan (the “2030 Term Loan B”), primarily related to the interest rate reduction as a result of receiving a credit rating at the end of 2025.

Gain on sales of real estate, net.

Net gain on sales of real estate decreased by $1.8 million to $1.7 million for the three months ended June 30, 2026 from $3.5 million for the three months ended June 30, 2025.

For the three months ended June 30, 2026, 16 properties were sold for a sales price, net of disposal costs, of $45.1 million.

For the three months ended June 30, 2025, 20 properties were sold for a sales price, net of disposal costs, of $55.6 million.

Net gain on sales of real estate increased by $0.3 million to $1.4 million for the three months ended September 30, 2026 from $1.1 million for the three months ended September 30, 2025.

For the three months ended September 30, 2026, 15 properties were sold for a sales price, net of disposal costs, of $38.3 million.

For the three months ended September 30, 2025, 24 properties were sold for a sales price, net of disposal costs, of $36.0 million.

Other income, net.

Other income, net increased by $0.5 million to $0.6 million for the three months ended June 30, 2026 from $0.1 million for the three months ended June 30, 2025.

The increase is primarily attributed to a $0.4 million non-cash increase in our mortgage loans receivable related to the recovery of development incentive funds and $0.1 million of easement income associated with third-party construction projects.

Net income increased by $3.0 million to $6.3 million for the three months ended June 30, 2026 from $3.3 million for the three months ended June 30, 2025.

Net income increased primarily due to increases in additional rental revenues, primarily due to the growth in the size of our real estate investment portfolio.

The increase in net income is partially offset by increases in depreciation and amortization expense, interest expense, property expense, and a decrease in gain on sales of real estate.

Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025

Other income, net increased by $1.5 million to $1.7 million for the three months ended September 30, 2026 from $0.2 million for the three months ended September 30, 2025.

The increase is primarily attributed to a $1.6 million property-related insurance recovery received during the three months ended September 30, 2026.

Net income increased by $7.9 million to $8.5 million for the three months ended September 30, 2026 from $0.6 million for the three months ended September 30, 2025.

Net income increased primarily due to increases in additional rental revenues, primarily due to the growth in the size of our real estate investment portfolio, an increase in other income, net and a decrease in provisions for impairment.

The increase in net income is partially offset by increases in depreciation and amortization expense, interest expense, property expense, and general and administrative expenses.

Nine Months Ended September 30, 2026 Compared with the Nine Months Ended September 30, 2025

The following table sets forth our operating results for the periods indicated (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Rental revenue (including reimbursable) $ 175,064 $ 132,774

7 unchanged sentences

Provisions for impairment 8,139 13,531

Transaction costs (54) 120

Transaction costs, net (49) 139

Total operating expenses 122,133 106,849

3 unchanged sentences

Loss on debt extinguishment (48) (46)

Other income (expense), net 1,001 (124)

Other income, net 2,659 46

Total other expense, net (41,772) (30,004)

2 unchanged sentences

Net income $ 20,529 $ 5,610

Revenue for the six months ended June 30, 2026 increased by $24.1 million to $118.3 million from $94.2 million for the six months ended June 30, 2025, which is primarily attributed to an increase in the number of our operating leases and properties securing mortgage loans.

The increase includes additional cash rental receipts of $20.8 million, an increase of $2.3 million in straight-line rental revenue, combined net increases of property expense reimbursements of $1.4 million, an increase in other revenue of $0.3 million related to additional lease termination fees, and of a net decrease of $0.1 million in reserves for uncollectible amounts, offset by a decrease in interest income on mortgage loans receivable of $0.3 million, a decrease of $0.2 million related to intangible lease-related adjustments, and other combined net decreases of $0.2 million.

Revenue for the nine months ended September 30, 2026 increased by $42.1 million to $184.6 million from $142.5 million for the nine months ended September 30, 2025, which is primarily attributed to an increase in the number of our operating leases.

The increase includes additional cash rental receipts of $36.2 million, an increase of $3.7 million in straight-line rental revenue, combined net increases of property expense reimbursements of $2.8 million, and an increase in other revenue of $0.3 million related to additional lease termination fees, offset by a decrease in interest income on mortgage loans receivable of $0.5 million and a decrease of $0.4 million related to intangible lease-related adjustments.

Total operating expenses.

Total expenses increased by $8.7 million to $79.2 million for the six months ended June 30, 2026 as compared to $70.5 million for the six months ended June 30, 2025.

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

Total operating expenses increased by $15.3 million to $122.1 million for the nine months ended September 30, 2026 as compared to $106.8 million for the nine months ended September 30, 2025.

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

Total operating expenses include the following:

• Property expenses.

Property expenses increased $1.8 million to $11.1 million for the six months ended June 30, 2026 from $9.3 million for the six months ended June 30, 2025.

The increase is primarily attributed to an increase in the number of operating properties, including combined net increases of reimbursable property expenses of $1.5 million, of which $1.2 million were related to reimbursable property taxes and $0.3 million were related to reimbursable insurance, and an increase of $0.4 million of non-reimbursable property expenses, of which $0.3 million were related to common area maintenance and $0.1 million were related to property taxes.

Property expenses increased $3.5 million to $17.1 million for the nine months ended September 30, 2026 from $13.6 million for the nine months ended September 30, 2025.

The increase is primarily attributed to an increase in the number of operating properties, including combined net increases of reimbursable property expenses of $2.8 million, of which $2.2 million were related to reimbursable property taxes and $0.4 million were related to reimbursable insurance, and an increase of $0.6 million of non-reimbursable property expenses, of which $0.3 million were related to common area maintenance.

• General and administrative expenses.

General and administrative expenses increased $1.0 million to $11.6 million for the six months ended June 30, 2026 from $10.6 million for the six months ended June 30, 2025.

The increase is primarily related to an increase of $0.5 million of payroll expense and an increase of $0.5 million of stock-based compensation.

General and administrative expenses increased $2.3 million to $18.1 million for the nine months ended September 30, 2026 from $15.8 million for the nine months ended September 30, 2025.

The increase is primarily related to an increase of $0.8 million of stock-based compensation, an increase of $0.7 million of payroll expense, an increase of $0.4 million of employee severance, and other combined net increases of $0.4 million.

• Depreciation and amortization.

Depreciation and amortization expense increased by $7.9 million to $50.3 million for the six months ended June 30, 2026 from $42.4 million for the six months ended June 30, 2025.

Depreciation and amortization expense increased by $15.0 million to $78.8 million for the nine months ended September 30, 2026 from $63.8 million for the nine months ended September 30, 2025.

The increase in depreciation and amortization is proportionate to the increase in the size of the portfolio over the comparable period with associated increases primarily in building depreciation expense of $8.6 million, in-place lease amortization expense of $3.2 million, and building improvements depreciation expense of $3.1 million.

• Provisions for impairment.

For the six months ended June 30, 2026, we recorded provisions for impairment of $6.3 million on 18 properties and one mortgage loan receivable, the majority of which were either previously classified as held-for sale, newly classified as held-for-sale, or disposed of during the six months ended June 30, 2026.

Of those properties impaired, one property was held for investment as of June 30, 2026.

For the six months ended June 30, 2025, we recorded provisions for impairment of $8.0 million on 21 properties, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed of during the six months ended June 30, 2025.

Of those properties impaired, one property was held for investment as of June 30, 2025.

For the nine months ended September 30, 2026, we recorded provisions for impairment of $8.1 million on 25 properties and one mortgage loan receivable, the majority of which were either previously classified as held for sale, newly classified as held for sale, or disposed during the nine months ended September 30, 2026.

Of those properties impaired, one property was held for investment as of September 30, 2026.

For the nine months ended September 30, 2025, we recorded provisions for impairment of $13.5 million on 34 properties and three mortgage loans receivable, the majority of which were either previously classified as held for sale, newly classified as held for sale, or disposed during the nine months ended September 30, 2025.

Of those properties impaired, two properties were held for investment as of September 30, 2025.

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

Interest expense, net.

Interest expense increased by $5.7 million to $29.8 million for the six months ended June 30, 2026 from $24.1 million for the six months ended June 30, 2025.

Interest expense increased by $10.8 million to $47.5 million for the nine months ended September 30, 2026 from $36.7 million for the nine months ended September 30, 2025.

The increase is primarily attributed to an increase of $6.5 million of interest incurred on our 2031 Term Loan, an increase of $6.5 million of interest incurred on our 2032 Term Loan, and an increase of $0.6 million in loan fee amortization, most of which is related to the 2031 Term Loan and 2032 Term Loan.

The increase was partially offset by $2.4 million of reduced interest incurred on our Revolver, primarily due to a decrease in average borrowings outstanding during the respective periods, collectively $0.9 million of reduced interest incurred on our 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, and 2030 Term Loan B, primarily related to the interest rate reduction as a result of receiving a credit rating at the end of 2025, and $0.1 million related to additional capitalized interest on our property developments.

The increase was partially offset by a collective $1.6 million of reduced interest incurred on our 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, and 2030 Term Loan B, primarily related to the interest rate reduction as a result of receiving a credit rating at the end of 2025, and $1.2 million of reduced interest incurred on our Revolver, primarily due to a decrease in average borrowings outstanding during the respective periods.

Gain on sales of real estate, net.

Net gain on sales of real estate decreased by $3.8 million to $1.8 million for the six months ended June 30, 2026 from $5.6 million for the six months ended June 30, 2025.

For the six months ended June 30, 2026, 21 properties were sold for a sales price, net of disposal costs, of $55.5 million.

For the six months ended June 30, 2025, 36 properties were sold for a sales price, net of disposal costs, of $94.2 million.

Other income (expense), net.

Other income (expense), net increased by $1.1 million to $1.0 million of other income, net for the six months ended June 30, 2026 from $0.1 million of other expense, net for the six months ended June 30, 2025.

The increase is primarily attributed to a $0.4 million non-cash increase in our mortgage loans receivable related to the recovery of development incentive funds, a $0.4 million decrease in third-party debt issuance costs that were expensed during the six months ended June 30, 2025 as a result of the January 2025 debt transaction, and a $0.3 million increase in interest income on bank accounts.

Net income increased by $7.0 million to $12.0 million for the six months ended June 30, 2026 from $5.0 million for the six months ended June 30, 2025.

Net income increased primarily due to increases in additional rental revenues, primarily due to the growth in the size of our real estate investment portfolio, a decrease in provisions for impairment, and an increase in other income (expense), net.

Net gain on sales of real estate decreased by $3.6 million to $3.1 million for the nine months ended September 30, 2026 from $6.7 million for the nine months ended September 30, 2025.

For the nine months ended September 30, 2026, 36 properties were sold for a sales price, net of disposal costs, of $93.8 million.

For the nine months ended September 30, 2025, 60 properties were sold for a sales price, net of disposal costs, of $130.2 million.

Other income, net.

Other income, net increased by $2.7 million to $2.7 million for the nine months ended September 30, 2026 from less than $0.1 million for the nine months ended September 30, 2025.

The increase is primarily attributed to a $1.6 million property-related insurance recovery received during the nine months ended September 30, 2026, a $0.4 million non-cash increase in our mortgage loans receivable related to the recovery of development incentive funds, $0.1 million of easement income associated with third-party construction projects, a $0.3 million decrease in third-party debt issuance costs, and a $0.3 million increase in interest income on bank accounts.

Net income increased by $14.9 million to $20.5 million for the nine months ended September 30, 2026 from $5.6 million for the nine months ended September 30, 2025.

The increase in net income is partially offset by increases in depreciation and amortization expense, interest expense, property expense, general and administrative expenses, and a decrease in gain on sales of real estate.

Liquidity and Capital Resources

Our primary capital requirements include funding property acquisitions and developments, investing in mortgage loans receivable, making required debt interest payments, and covering working capital needs, operating expenses, and capital expenditures.

Our primary capital requirements include funding property acquisitions and developments, investing in mortgage loans receivable, making required debt service payments, and covering working capital needs, operating expenses, and capital expenditures.

Our capital resources primarily consist of cash from operations, sales of equity securities, and available borrowing facilities.

As of June 30, 2026, we had total outstanding debt of $1.4 billion, including $200.0 million outstanding principal amount under the 2028 Term Loan, $250.0 million outstanding principal amount under the 2029 Term Loan, $175.0 million outstanding principal amount under the 2030 Term Loan A, $175.0 million outstanding principal amount under the 2030 Term Loan B, $200.0 million outstanding principal amount under the 2031 Term Loan, $200.0 million outstanding principal amount under the 2032 Term Loan, and $198.5 million outstanding on the Revolver.

Additionally, as of June 30, 2026, we had $176.6 million and $229.1 million of unsettled forward equity under our 2026 ATM Program and prior at-the-market equity programs, respectively.

As of June 30, 2026, $221.6 million of shares of our common stock were available for future issuances under the 2026 ATM Program.

Lastly, we had $81.2 million and $227.3 million of unsettled forward equity under the January 2024 and February 2026 follow-on offering forward sale agreements, respectively, as of June 30, 2026.

As of June 30, 2026, we had an aggregate of 38,942,108 unsettled shares under forward sale agreements with a weighted-average net settlement price of $18.34.

As of September 30, 2026, we had total outstanding debt of $1.2 billion, including $250.0 million outstanding principal amount under the 2029 Term Loan, $175.0 million outstanding principal amount under the 2030 Term Loan A, $175.0 million outstanding principal amount under the 2030 Term Loan B, $300.0 million outstanding principal amount under the 2031 Term Loan, and $300.0 million outstanding principal amount under the 2032 Term Loan.

Additionally, as of September 30, 2026, we had $196.9 million and $33.2 million of unsettled forward equity under our 2026 ATM Program and 2024 ATM Program, respectively.

As of September 30, 2026, $200.4 million of shares of our common stock were available for future issuances under the 2026 ATM Program.

Lastly, we had $81.8 million of unsettled forward equity under the February 2026 follow-on offering forward sale agreements as of September 30, 2026.

As of September 30, 2026, we had an aggregate of 15,933,883 unsettled shares under forward sale agreements with a weighted-average net settlement price of $19.57.

We believe the availability of proceeds from our debt, proceeds from the settlement of unsettled outstanding forward sale agreements, future issuances of shares of our common stock under our 2026 ATM Program, or subsequent at-the-market sale programs, as well as our cash flows from operations and available borrowing capacity under the Revolver, will be adequate to support our ongoing operations and to fund our debt service requirements, capital expenditures, and working capital requirements for at least the next 12 months.

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Contractual Obligations and Commitments

As of June 30, 2026, our contractual debt obligations primarily include the maturity of our 2028 Term Loan with the scheduled principal payment due on February 11, 2028, the maturity of our 2029 Term Loan with the scheduled principal payment due on July 3, 2027, the maturities of our 2030 Term Loan A, 2030 Term Loan B, and Revolver with the scheduled principal payments due on January 15, 2029, the maturity of our 2031 Term Loan with the scheduled principal payment due on March 25, 2031, and the maturity of our 2032 Term Loan with the scheduled principal payment due on September 24, 2032.

During the six months ended June 30, 2026, we borrowed $340.0 million and repaid $141.5 million on our Revolver.

The following table provides information with respect to our commitments as of June 30, 2026 (in thousands):

As of September 30, 2026, our contractual debt obligations primarily include the maturity of our 2029 Term Loan with the scheduled principal payment due on July 3, 2027, the maturities of our 2030 Term Loan A and 2030 Term Loan B with the scheduled principal payments due on January 15, 2029, the maturity of our 2031 Term Loan with the scheduled principal payment due on March 25, 2031, and the maturity of our 2032 Term Loan with the scheduled principal payment due on September 24, 2032.

During the nine months ended September 30, 2026, we borrowed $518.5 million and repaid $518.5 million on our Revolver.

The following table provides information with respect to our commitments as of September 30, 2026 (in thousands):

Payment Due by Period

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8,763 2,921 5,842 — —

2029 Term Loan – Principal 250,000 — 250,000 — —

2029 Term Loan – Variable interest (1)

11,684 5,842 5,842 — —

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

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85,033 3,332 27,564 28,978 25,159

Ticking Fee (2)

Revolver – Borrowings

198,500 — — 198,500 —

Revolver – Variable interest

22,684 4,493 17,825 366 —

Facility Fee (2)

2,293 252 2,000 41 —

Ticking Fee (3)

603 9 594 — —

Mortgage Note – Principal 7,915 45 7,870 — —

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See “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments” for further discussion on our debt and interest rate hedges.

(2) We are subject to a ticking fee of 0.20% on the undrawn amount under our 2032 Term Loan.

(2) We are subject to a facility fee of 0.20% on our Revolver.

(3) We are subject to a ticking fee of 0.20% on the undrawn amount under our 2033 Term Loan.

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

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

As of June 30, 2026, we had commitments to fund property developments, extend funds under mortgage loans receivable, and fund tenant improvement allowances totaling $25.1 million, $11.3 million, and $7.9 million, respectively.

Commitments to fund property developments are expected to occur over the next nine months, while commitments to fund mortgage loans receivable and tenant improvement allowances are expected to occur over the next 18 months.

As of September 30, 2026, we had commitments to fund property developments, extend funds under mortgage loans receivable, and fund tenant improvement allowances totaling $24.3 million, $12.5 million, and $15.0 million, respectively.

Commitments to fund property developments are expected to occur over the next six months, commitments to fund mortgage loans receivable are expected to occur over the next 18 months, and commitments to fund tenant improvement allowances are expected to occur over the next 12 months.

See discussion of our debt and interest rate hedges included in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments” of our condensed consolidated financial statements, included in “Item 1 – Financial Statements (unaudited)”.

Historical Cash Flow Information

Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025

Six Months Ended June 30,

Nine Months Ended September 30, 2026 Compared with the Nine Months Ended September 30, 2025

Nine Months Ended September 30,

(In thousands) 2026 2025

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Cash Flows Provided By Operating Activities.

Net cash provided by operating activities increased by $10.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The increase was largely attributed to the increase in the size of our real estate investment portfolio with an increase in rental receipts of $20.7 million, partially offset by an increase in cash paid for interest of $5.2 million, and an increase in operating expenses paid associated with our larger portfolio, and changes in working capital accounts.

Net cash provided by operating activities increased by $24.1 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

The increase was largely attributed to the increase in the size of our real estate investment portfolio with an increase in rental receipts of $36.2 million, partially offset by an increase in cash paid for interest of $10.4 million, changes in working capital accounts, and an increase in operating expenses paid associated with our larger portfolio.

Cash Flows Used In Investing Activities.

Net cash used in investing activities increased by $350.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The increase was primarily due to an increase in acquisitions of real estate of $294.1 million, a decrease in proceeds received from the sale of real estate of $36.3 million, an increase in cash invested in mortgage loans receivable of $22.8 million, and an increase in real estate development and improvements of $9.9 million.

The increase was partially offset by an increase in proceeds received from the sale of mortgage loans receivable of $5.6 million, a decrease in earnest money deposits of $5.0 million, and an increase in principal collections on mortgage loans receivable of $1.9 million.

Net cash used in investing activities increased by $416.4 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

The increase was primarily due to an increase in acquisitions of real estate of $358.3 million, a decrease in proceeds received from the sale of real estate of $33.9 million, an increase in real estate development and improvements of $22.2 million, an increase in cash invested in mortgage loans receivable of $22.3 million, and a decrease in proceeds received from the sale of mortgage loans receivable of $4.9 million.

The increase was partially offset by an increase in principal collections on mortgage loans receivable of $17.6 million, a decrease in earnest money deposits of $6.0 million, and an increase of proceeds from the settlement of property-related insurance claims of $1.6 million.

Cash Flows Provided By Financing Activities.

Net cash provided by financing activities increased by $340.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The increase was primarily attributed to an increase in net borrowings of $310.5 million under our Revolver, an increase in proceeds received from the issuance of common stock of $110.1 million, which includes $138.5 million more proceeds received from our follow-on offerings and $28.4 million less proceeds received in connection with our ATM Programs (as defined in “Note 10 - Shareholders’ Equity”), and a decrease in deferred financing costs of $6.0 million.

Net cash provided by financing activities increased by $381.1 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

The increase was primarily attributed to an increase in proceeds received from the issuance of common stock of $527.8 million, which includes $362.8 million more proceeds received from our follow-on offerings and $165.0 million more proceeds received in connection with our ATM Programs (as defined in “Note 10 - Shareholders’ Equity”), an increase in net borrowings of $239.0 million under our Revolver, and a decrease in deferred financing costs of $5.0 million.

The increase is partially offset by a decrease in net term loan proceeds of $375.0 million, an increase in payments of common stock dividends of $13.4 million, an increase in the repurchase of common stock for tax withholding obligations of $1.2 million, an increase in deferred offering costs of $0.4 million, an increase in the repayment of property development incentives of $0.4 million, and an increase in payments of restricted stock dividends of $0.2 million.

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Core FFO is a non-GAAP financial measure defined as FFO adjusted to exclude infrequent and unusual items not expected to impact our operating performance on an ongoing basis.

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

These include executive transition costs, severance, and related charges, insurance proceeds, debt-related transaction costs, and other non-core losses (gains) as they occur.

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

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The following table sets forth a reconciliation of FFO, Core FFO, and AFFO for the periods presented to net income before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

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Other non-recurring gain — — (375) —

Other loss — — 574 —

Other (gain) loss, net (1,605) 1,314 (1,031) 1,314

Core FFO 36,602 26,355 102,861 76,540

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

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

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

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

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The following table sets forth a reconciliation of EBITDA and EBITDA re for the periods presented to net income before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

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Three Months Ended

June 30, 2026

September 30, 2026

Net income $ 8,507

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Gain on sales of real estate, net (1,361)

Straight-line rent adjustments (2,281)

Debt-related transaction costs 177

Other non-recurring gain (375)

Non-recurring executive transition costs, severance, and related charges 511

Other gain, net (1,605)

Other income, net (115)

Transaction costs, net 5

Non-cash compensation expense 1,752

Adjustment for construction in process (1)

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Adjusted Net Debt / Annualized Adjusted EBITDA re

Pro Forma Adjusted Net Debt / Annualized Adjusted EBITDA re

(1) Adjustment reflects the estimated cash yield on developments in process as of June 30, 2026.

(2) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended June 30, 2026 had occurred on April 1, 2026.

(1) Adjustment reflects the estimated cash yield on developments in process as of September 30, 2026.

(2) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended September 30, 2026 had occurred on July 1, 2026.

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

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

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

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

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

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

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

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

Further, we reduce Adjusted Net Debt by the net value of any at-the-market sales, including forward equity sales, executed subsequent to the period to derive Pro Forma Adjusted Net Debt.

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

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

The following table reconciles the principal amount of total debt to Net Debt, Adjusted Net Debt, and Pro Forma Adjusted Net Debt (in thousands):

June 30, 2026

The following table reconciles the principal amount of total debt to Net Debt and Adjusted Net Debt (in thousands):

September 30, 2026

Principal amount of total debt $ 1,207,915

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Adjusted Net Debt $ 853,731

Subsequent ATM sales (2)

Pro Forma Adjusted Net Debt $ 667,753

(1) There were 38,942,108 unsettled shares under forward sale agreements as of June 30, 2026 with a weighted-average net settlement price of $18.34.

(2) There were 210,670 unsettled shares under new forward equity contracts executed subsequent to the period with a weighted-average net settlement price of $21.27.

(1) There were 15,933,883 unsettled shares under forward sale agreements as of September 30, 2026 with a weighted-average net settlement price of $19.57.

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

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Three Months Ended

June 30, 2026

September 30, 2026

Net income $ 8,507

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Amortization of loan origination costs and discounts (81)

Loss on debt extinguishment 48

Interest income on mortgage loans receivable (3,047)

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Property-Level Cash NOI Estimated Run Rate $ 57,802

(1) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended June 30, 2026, had occurred on April 1, 2026.

(1) Adjustment assumes all re-leasing activity, investments in and dispositions of real estate, including developments completed during the three months ended September 30, 2026, had occurred on July 1, 2026.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis