Item 1. Financial Statements
Item 1. Financial Statements (unaudited)
NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
September 30, 2026 December 31, 2025
Assets
Real estate, at cost:
Land $ 1,001,153 $ 772,417
Buildings and improvements 1,953,370 1,590,714
Total real estate, at cost 2,954,523 2,363,131
Less accumulated depreciation ( 241,350 ) ( 188,858 )
Property under development 28,349 5,500
Real estate held for investment, net 2,741,522 2,179,773
Assets held for sale 52,783 40,976
Mortgage loans receivable, net 132,356 142,464
Cash, cash equivalents, and restricted cash 42,305 14,467
Lease intangible assets, net 206,404 173,440
Other assets, net 104,372 63,076
Total assets $ 3,279,742 $ 2,614,196
Liabilities and equity
Liabilities:
Term loans, net $ 1,191,813 $ 1,093,331
Mortgage note payable, net 7,780 7,814
Lease intangible liabilities, net 15,066 16,910
Liabilities related to assets held for sale 1,027 1,016
Accounts payable, accrued expenses, and other liabilities 55,255 42,559
Total liabilities 1,270,941 1,161,630
Commitments and contingencies (Note 13)
Equity:
Stockholders’ equity
Common stock, $ 0.01 par value, 400,000,000 shares authorized; 125,632,968 and 93,070,533 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively
1,257 931
Additional paid-in capital 2,262,541 1,701,572
Distributions in excess of retained earnings ( 297,529 ) ( 251,926 )
Accumulated other comprehensive income (loss) 36,967 ( 4,565 )
Total stockholders’ equity 2,003,236 1,446,012
Noncontrolling interests 5,565 6,554
Total equity 2,008,801 1,452,566
Total liabilities and equity $ 3,279,742 $ 2,614,196
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2026 2025 2026 2025
Revenues
Rental revenue (including reimbursable) $ 63,215 $ 45,026 $ 175,064 $ 132,774
Interest income on loans receivable 3,047 3,282 8,988 9,485
Other revenue — — 556 245
Total revenues 66,262 48,308 184,608 142,504
Operating expenses
Property 5,944 4,302 17,065 13,589
General and administrative 6,543 5,128 18,139 15,772
Depreciation and amortization 28,569 21,389 78,839 63,818
Provisions for impairment 1,878 5,493 8,139 13,531
Transaction costs, net 5 19 ( 49 ) 139
Total operating expenses 42,939 36,331 122,133 106,849
Other (expense) income
Interest expense, net ( 17,705 ) ( 12,636 ) ( 47,525 ) ( 36,734 )
Gain on sales of real estate, net 1,361 1,122 3,142 6,730
Loss on debt extinguishment ( 48 ) — ( 48 ) ( 46 )
Other income, net 1,658 170 2,659 46
Total other expense, net ( 14,734 ) ( 11,344 ) ( 41,772 ) ( 30,004 )
Net income before income taxes 8,589 633 20,703 5,651
Income tax expense ( 82 ) ( 12 ) ( 174 ) ( 41 )
Net income 8,507 621 20,529 5,610
Less: net income attributable to noncontrolling interests 30 3 80 29
Net income attributable to common stockholders $ 8,477 $ 618 $ 20,449 $ 5,581
Amounts available to common stockholders per common share:
Basic $ 0.08 $ 0.01 $ 0.21 $ 0.07
Diluted $ 0.08 $ 0.01 $ 0.20 $ 0.07
Weighted average common shares:
Basic 103,148,396 83,472,089 98,710,054 82,344,168
Diluted 108,174,030 85,641,948 103,384,685 83,429,550
Other comprehensive income (loss):
Net income $ 8,507 $ 621 $ 20,529 $ 5,610
Change in value on derivatives, net 24,395 ( 1,404 ) 41,680 ( 16,912 )
Total comprehensive income (loss) 32,902 ( 783 ) 62,209 ( 11,302 )
Less: comprehensive income (loss) attributable to noncontrolling interests 106 ( 4 ) 228 ( 58 )
Comprehensive income (loss) attributable to common stockholders $ 32,796 $ ( 779 ) $ 61,981 $ ( 11,244 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents
NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
(Unaudited)
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, 2025 93,070,533 $ 931 $ 1,701,572 $ ( 251,926 ) $ ( 4,565 ) $ 1,446,012 $ 6,554 $ 1,452,566
Issuance of common stock in public offerings, net of issuance costs 4,000,000 40 67,753 — — 67,793 — 67,793
OP Units converted to common stock 9,965 — 158 — — 158 ( 158 ) —
Dividends and distributions declared on common stock and OP Units — — — ( 21,396 ) — ( 21,396 ) ( 117 ) ( 21,513 )
Dividends declared on restricted stock, net — — — ( 150 ) — ( 150 ) — ( 150 )
Vesting of restricted stock units 255,868 3 ( 3 ) — — — — —
Repurchase of common stock for tax withholding obligations ( 82,843 ) ( 1 ) ( 1,696 ) — — ( 1,697 ) — ( 1,697 )
Stock-based compensation, net — — 1,689 44 — 1,733 — 1,733
Other comprehensive income — — — — 6,949 6,949 29 6,978
Net income — — — 5,687 — 5,687 24 5,711
Balance at March 31, 2026 97,253,523 $ 973 $ 1,769,473 $ ( 267,741 ) $ 2,384 $ 1,505,089 $ 6,332 $ 1,511,421
Issuance of common stock in public offerings, net of issuance costs 4,264,947 43 70,633 — — 70,676 — 70,676
Issuance of OP Units — — — — — — 911 911
Dividends and distributions declared on common stock and OP Units — — — ( 21,398 ) — ( 21,398 ) ( 143 ) ( 21,541 )
Dividends declared on restricted stock, net — — — ( 147 ) — ( 147 ) — ( 147 )
Vesting of restricted stock units 13,097 — — — — — — —
Repurchase of common stock for tax withholding obligations ( 4,992 ) — ( 101 ) — — ( 101 ) — ( 101 )
Stock-based compensation, net — — 1,749 3 — 1,752 3 1,755
Other comprehensive income — — — — 10,264 10,264 43 10,307
Net income — — — 6,285 — 6,285 26 6,311
Balance at June 30, 2026 101,526,575 $ 1,016 $ 1,841,754 $ ( 282,998 ) $ 12,648 $ 1,572,420 $ 7,172 $ 1,579,592
Issuance of common stock in public offerings, net of issuance costs 24,000,000 240 417,414 — — 417,654 — 417,654
OP Units converted to common stock 98,722 1 1,576 — — 1,577 ( 1,577 ) —
Dividends and distributions declared on common stock and OP Units — — — ( 22,860 ) — ( 22,860 ) ( 137 ) ( 22,997 )
Dividends declared on restricted stock, net — — — ( 148 ) — ( 148 ) — ( 148 )
Vesting of restricted stock units 12,649 — — — — — — —
Repurchase of common stock for tax withholding obligations ( 4,978 ) — ( 102 ) — — ( 102 ) — ( 102 )
Stock-based compensation, net — — 1,899 — — 1,899 1 1,900
Other comprehensive income — — — — 24,319 24,319 76 24,395
Net income — — — 8,477 — 8,477 30 8,507
Balance at September 30, 2026 125,632,968 $ 1,257 $ 2,262,541 $ ( 297,529 ) $ 36,967 $ 2,003,236 $ 5,565 $ 2,008,801
5
Table of Contents
NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share data)
(Unaudited)
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, 2024 81,602,232 $ 816 $ 1,507,995 $ ( 188,046 ) $ 10,206 $ 1,330,971 $ 7,161 $ 1,338,132
Dividends and distributions declared on common stock and OP Units — — — ( 17,157 ) — ( 17,157 ) ( 89 ) ( 17,246 )
Dividends declared on restricted stock, net — — — ( 181 ) — ( 181 ) — ( 181 )
Vesting of restricted stock units 136,338 1 ( 1 ) — — — — —
Repurchase of common stock for tax withholding obligations ( 39,661 ) — ( 573 ) — — ( 573 ) — ( 573 )
Stock-based compensation, net — — 1,388 169 — 1,557 — 1,557
Other comprehensive loss — — — — ( 9,813 ) ( 9,813 ) ( 51 ) ( 9,864 )
Net income — — — 1,691 — 1,691 9 1,700
Balance at March 31, 2025 81,698,909 $ 817 $ 1,508,809 $ ( 203,524 ) $ 393 $ 1,306,495 $ 7,030 $ 1,313,525
Issuance of common stock in public offerings, net of issuance costs 1,757,815 18 28,334 — — 28,352 — 28,352
Dividends and distributions declared on common stock and OP Units — — — ( 17,159 ) — ( 17,159 ) ( 89 ) ( 17,248 )
Dividends declared on restricted stock, net — — — ( 178 ) — ( 178 ) — ( 178 )
Vesting of restricted stock units 13,096 — — — — — — —
Repurchase of common stock for tax withholding obligations ( 4,769 ) — ( 72 ) — — ( 72 ) — ( 72 )
Stock-based compensation, net — — 1,521 — — 1,521 — 1,521
Other comprehensive loss — — — — ( 5,615 ) ( 5,615 ) ( 29 ) ( 5,644 )
Net income — — — 3,272 — 3,272 17 3,289
Balance at June 30, 2025 83,465,051 $ 835 $ 1,538,592 $ ( 217,589 ) $ ( 5,222 ) $ 1,316,616 $ 6,929 $ 1,323,545
OP Units converted to common stock 5,694 — 92 — — 92 ( 92 ) —
Dividends and distributions declared on common stock and OP Units — — — ( 17,947 ) — ( 17,947 ) ( 91 ) ( 18,038 )
Dividends declared on restricted stock, net — — — ( 179 ) — ( 179 ) — ( 179 )
Vesting of restricted stock units 13,678 — — — — — — —
Repurchase of common stock for tax withholding obligations ( 5,247 ) — ( 98 ) — — ( 98 ) — ( 98 )
Stock-based compensation, net — — 1,484 — — 1,484 — 1,484
Other comprehensive loss — — — — ( 1,397 ) ( 1,397 ) ( 7 ) ( 1,404 )
Net income — — — 618 — 618 3 621
Balance at September 30, 2025 83,479,176 $ 835 $ 1,540,070 $ ( 235,097 ) $ ( 6,619 ) $ 1,299,189 $ 6,742 $ 1,305,931
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
NETSTREIT CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
2026 2025
Cash flows from operating activities
Net income $ 20,529 $ 5,610
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 78,839 63,818
Amortization of deferred financing costs 2,795 2,164
Amortization of above/below-market assumed debt 86 86
Noncash revenue adjustments ( 6,719 ) ( 3,473 )
Noncash other income ( 375 ) —
Amortization of deferred losses on interest rate swaps 2,138 2,138
Stock-based compensation expense 5,341 4,393
Gain on sales of real estate, net ( 3,142 ) ( 6,730 )
Provisions for impairment 8,139 13,531
Loss on debt extinguishment 48 46
Gain on involuntary conversion of building and improvements ( 1,604 ) ( 45 )
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Other assets, net ( 3,580 ) ( 775 )
Accounts payable, accrued expenses, and other liabilities
3,607 402
Lease incentive payments ( 1,283 ) ( 464 )
Net cash provided by operating activities 104,819 80,701
Cash flows from investing activities
Acquisitions of real estate ( 723,494 ) ( 365,223 )
Real estate development and improvements ( 26,246 ) ( 4,041 )
Investment in mortgage loans receivable ( 49,017 ) ( 26,726 )
Earnest money deposits 5,640 ( 382 )
Purchase of computer equipment and other corporate assets ( 12 ) ( 35 )
Proceeds from sale of real estate 87,773 121,719
Principal collections on mortgage loans receivable 42,245 24,655
Proceeds from sale of mortgage loans receivable
5,587 10,480
Proceeds from the settlement of property-related insurance claims 1,604 45
Net cash used in investing activities ( 655,920 ) ( 239,508 )
Cash flows from financing activities
Issuance of common stock in public offerings, net 556,123 28,352
Payment of common stock dividends ( 65,654 ) ( 52,263 )
Payment of OP unit distributions ( 344 ) ( 269 )
Payment of restricted stock dividends ( 446 ) ( 274 )
Principal payments on mortgages payable ( 127 ) ( 122 )
Proceeds under revolving credit facility 518,500 199,000
Repayments under revolving credit facility ( 518,500 ) ( 438,000 )
Proceeds from term loans 250,000 518,675
Principal payments on term loans ( 150,000 ) ( 43,675 )
Repayment of property development incentives ( 375 ) —
Repurchase of common stock for tax withholding obligations ( 1,900 ) ( 743 )
Payment of deferred offering costs ( 1,275 ) ( 835 )
Payment of deferred financing costs ( 7,063 ) ( 12,035 )
Net cash provided by financing activities 578,939 197,811
Net change in cash, cash equivalents, and restricted cash 27,838 39,004
Cash, cash equivalents, and restricted cash at beginning of the period 14,467 14,320
Cash, cash equivalents, and restricted cash at end of the period $ 42,305 $ 53,324
Supplemental disclosures of cash flow information:
Cash paid for interest, net of amounts capitalized $ 42,315 $ 31,894
Cash paid (received) for income taxes, net $ 89 $ ( 3 )
Supplemental disclosures of non-cash investing and financing activities:
Dividends declared and unpaid, net $ 451 $ 368
Deferred offering costs included in accounts payable, accrued expenses, and other liabilities $ 85 $ 16
Accrued loan origination fees on mortgage loans receivable $ 21 $ 188
Cash flow hedge change in fair value $ 39,542 $ ( 19,050 )
Increase in noncontrolling interests from property acquisitions $ 911 $ —
Mortgage loan receivable settled in exchange for acquisition of real estate $ 17,342 $ —
Extinguishment and reissuance of mortgage loan receivable $ 27,942 $ —
Increase in mortgage loan receivable in exchange for disposition of real estate $ 6,027 $ 8,450
Assumption of tenant allowances, other liabilities, and settlement of receivables in acquisitions of real estate
$ 8,880 $ 3,068
Accrued capital expenditures and real estate development and improvement costs $ 8,055 $ 2,025
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
NETSTREIT CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 September 30, 2026, the Company owned or had investments in 919 properties located in 46 states.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed 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 condensed 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 is reduced by the portion of net income attributable to noncontrolling interests.
Interim Unaudited Financial Information
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. These unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto on the Annual Report on Form 10-K as of and for the year ended December 31, 2025, which provide a more complete understanding of the Company’s accounting policies, financial position, operating results, business properties, and other matters. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results for the full year.
Use of Estimates
The preparation of the condensed 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 condensed 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.
8
Table of Contents
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 Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”). The Company recorded provisions for impairment on long-lived assets of $ 1.9 million and $ 4.1 million during the three months ended September 30, 2026 and 2025, respectively, and $ 7.6 million and $ 12.2 million during the nine months ended September 30, 2026 and 2025, 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. No provisions for impairment on mortgage loans receivable were recorded during the three months ended September 30, 2026. The Company recorded non-credit related provisions for impairment of $ 0.6 million on one mortgage loan receivable that was disposed at a discount during the nine months ended September 30, 2026. The Company recorded non-credit related provisions for impairment of $ 1.4 million on three mortgage loans receivable that were disposed at discounts during the three and nine months ended September 30, 2025.
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 condensed consolidated balance sheets. The Company had $ 2.5 million of restricted cash as of September 30, 2026 and $ 0.1 million of restricted cash as of December 31, 2025.
The Company’s bank balances as of September 30, 2026 and December 31, 2025 included certain amounts over the Federal Deposit Insurance Corporation limits.
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 820. 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.
9
Table of Contents
Level 3 — Unobservable inputs for the asset or liability.
Concentrations of Credit Risk
During the three and nine months ended September 30, 2026 and 2025, there were no tenants or borrowers with rental revenue or interest income on loans receivable that exceeded 10% of total 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.
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, as reported on the condensed consolidated statements of operations and comprehensive income (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 condensed 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 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, 2027. 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 September 30, 2026, exclusive of mortgage loans receivable, the Company’s WALT was 10.1 years.
10
Table of Contents
The Company’s property leases have been classified as operating leases, most of which have 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 condensed consolidated statements of operations and comprehensive income (loss) and is presented net of any reserves, write-offs, or recoveries for uncollectible amounts.
Fixed lease income includes stated amounts per the lease contract, which include base rent, fixed common area maintenance charges, and straight-line lease adjustments.
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 Topic 842, Leases (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Rental revenue
Fixed lease income (1)
$ 58,458 $ 41,587 $ 161,754 $ 121,854
Variable lease income (2)
4,865 3,404 13,577 10,809
Other rental revenue:
Above/below market lease amortization, net 119 247 429 766
Lease incentives ( 227 ) ( 212 ) ( 696 ) ( 655 )
Rental revenue (including reimbursable) $ 63,215 $ 45,026 $ 175,064 $ 132,774
(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 September 30, 2026 are as follows (in thousands):
Future Minimum Base Rental Receipts
Remainder of 2026 $ 57,613
2027 232,738
2028 228,256
2029 220,135
2030 209,145
Thereafter 1,579,162
Total $ 2,527,049
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.
11
Table of Contents
Note 4 – Real Estate Investments
As of September 30, 2026, the Company owned or had investments in 919 properties. The gross real estate investment portfolio, including properties under development and mortgage loans receivable, totaled approximately $ 3.4 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 46 states with gross real estate investments in Texas and Illinois representing 17.6 % and 8.5 %, 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
September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Properties held for investment (1)
831 656 $ 3,229,049 $ 2,585,707
Properties held for sale
25 21 51,756 39,960
Mortgage loans receivable 57 81 132,356 142,555
Properties under development (2)
6 3 28,349 5,500
Total gross investment
919 761 $ 3,441,510 $ 2,773,722
(1) Includes one vacant property as of September 30, 2026 and December 31, 2025.
(2) Rent has not commenced for properties under development.
Acquisitions
The Company’s acquisitions during the three and nine months ended September 30, 2026 and 2025 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):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Number of properties acquired 79 46 214 87
Purchase price allocation:
Land $ 75,762 $ 76,421 $ 255,085 $ 151,504
Buildings 133,513 93,726 354,810 173,046
Site improvements 17,539 9,363 41,647 16,444
Tenant improvements 1,952 1,263 5,351 2,112
In-place lease intangible assets 18,023 12,619 56,852 24,288
Above-market lease intangible assets — 968 1,497 968
Assets held for sale 17,184 — 35,385 —
Below-market lease intangible liabilities — ( 71 ) — ( 71 )
Total (1)
$ 263,973 $ 194,289 $ 750,627 $ 368,291
(1) During the three months ended September 30, 2026 and 2025, the Company capitalized $ 3.5 million and $ 2.3 million of acquisition costs, respectively. During the nine months ended September 30, 2026 and 2025, the Company capitalized $ 10.0 million and $ 4.2 million of acquisition costs, respectively.
12
Table of Contents
Dispositions
The Company’s property dispositions during the three and nine months ended September 30, 2026 and 2025 are summarized below (dollars in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Number of properties sold 15 24 36 60
Sales price, net of disposal costs $ 38,300 $ 35,993 $ 93,800 $ 130,169
Gain on sales of real estate, net $ 1,361 $ 1,122 $ 3,142 $ 6,730
Development
The Company’s investment in property developments during the three and nine months ended September 30, 2026 and 2025 is summarized below (dollars in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Number of developments acquired 1 — 4 —
Purchase price of acquired developments $ 3,844 $ — $ 7,260 $ —
Total investment in properties under development (1)
$ 14,850 $ 14 $ 27,826 $ 2,214
Number of developments completed (2)
— — 1 2
Amounts placed into service (3)
$ — $ — $ 4,977 $ 6,545
(1) During the three months ended September 30, 2026 and 2025, the Company capitalized $ 0.2 million and less than $0.1 million, respectively, of interest expense associated with properties under development. During the nine months ended September 30, 2026 and 2025, the Company capitalized $ 0.4 million and $ 0.1 million, respectively, of interest expense associated with properties under development.
(2) For the one development completed during the nine months ended September 30, 2026, rent commenced in the second quarter of 2026. For the two developments completed during the nine months ended September 30, 2025, rent commenced in the second quarter of 2025.
(3) Amounts reclassified 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, the Company had six property developments under construction, which 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.
13
Table of Contents
Investment in Mortgage Loans Receivable
The Company’s mortgage loans receivable portfolio as of September 30, 2026 and December 31, 2025 is summarized below (dollars in thousands):
Loan Type Monthly Payment (1)
Number of Secured Properties Effective Interest Rate (2)
Stated Interest Rate Maturity Date September 30, 2026 December 31, 2025
Mortgage (3) (4)
I/O 1 6.00 % 6.00 % 8/31/2027 $ 38,229 $ 38,162
Mortgage (4) (10)
I/O — 9.55 % 9.55 % 6/30/2026 — 41,940
Mortgage (4) (5) (10)
I/O — 9.17 % 8.48 % 6/30/2026 — 4,132
Mortgage (3) (4) (5)
I/O — 16.34 % 10.09 % 7/31/2026 — 2,230
Mortgage P/O 1 7.00 % 7.00 % 5/1/2028 1,075 825
Mortgage (3) (4)
I/O 5 12.57 % 10.25 % 10/30/2026 9,542 9,356
Mortgage (3) (4)
I/O — 12.21 % 10.25 % 7/24/2026 — 5,883
Mortgage P+I 1 7.25 % 7.25 % 9/19/2027 1,393 1,411
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 — 9.75 % 9.75 % 3/12/2026 — 1,829
Mortgage (3) (6)
None (7)
5 10.31 % 9.75 % 1/30/2027 9,989 21,644
Mortgage (8)
I/O — 7.25 % 7.25 % 5/18/2027 — 6,050
Mortgage (3) (4)
I/O 1 9.75 % 9.75 % 6/15/2027 1,013 1,068
Mortgage (3) (4) (9)
I/O 12 9.50 % 9.50 % 3/18/2028 16,780 —
Mortgage (3) (4) (10)
I/O 28 9.50 % 9.50 % 7/10/2029 46,310 —
Total 132,356 142,555
Unamortized loan origination costs and fees, net 218 81
Unamortized discount ( 218 ) ( 172 )
Total mortgage loans receivable, net $ 132,356 $ 142,464
(1) I/O: Interest Only; P/O: Principal Only; P+I: Principal and Interest.
(2) Includes amortization of discount, loan origination costs and fees, and extension 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) The collateralized properties are in process developments with varying maturity dates dependent upon initial funding. Maturity dates range from October 16, 2026 to January 30, 2027. In October 2026, the borrower exercised its first extension option on the loan with an original maturity date of October 16, 2026, extending the maturity date by three months to January 16, 2027.
(7) Payments of both interest and principal are due at maturity.
(8) Loan was disposed during the nine months ended September 30, 2026.
(9) The collateralized properties are in process developments with varying maturity dates dependent upon initial funding. Maturity dates range from August 13, 2027 to March 18, 2028.
(10) Effective June 30, 2026, the Company completed a restructuring of its mortgage loan receivable. Pursuant to the restructuring, the Company acquired 20 properties in exchange for partial satisfaction of the outstanding loan balance, cash consideration of $ 9.9 million, of which $ 8.7 million was used to extinguish existing mezzanine debt encumbering the acquired properties to obtain clear title, and OP Units (as defined in “Note 10 - Shareholders’ Equity”) valued at $ 0.9 million. Concurrently, the parties executed a new $ 46.3 million mortgage note, secured by the borrower's remaining properties, which included an additional advance of $ 18.4 million funded by the Company.
The Company regularly evaluates the credit quality of its mortgage loans receivable portfolio by monitoring payment history, underlying collateral performance, and borrower creditworthiness. As of September 30, 2026, all remaining mortgage loans receivable are performing in accordance with their contractual terms, are current, and no allowance for credit losses was deemed necessary.
14
Table of Contents
Note 5 – Intangible Assets and Liabilities
Intangible assets and liabilities consisted of the following (in thousands):
September 30, 2026 December 31, 2025
Gross
Carrying
Amount Accumulated Amortization Net Carrying Amount Gross
Carrying
Amount Accumulated Amortization Net Carrying Amount
Assets:
In-place leases $ 279,772 $ ( 96,016 ) $ 183,756 $ 228,508 $ ( 77,628 ) $ 150,880
Above-market leases 23,246 ( 7,522 ) 15,724 22,696 ( 6,567 ) 16,129
Lease incentives 9,860 ( 2,936 ) 6,924 8,678 ( 2,247 ) 6,431
Total intangible assets $ 312,878 $ ( 106,474 ) $ 206,404 $ 259,882 $ ( 86,442 ) $ 173,440
Liabilities:
Below-market leases $ 28,492 $ ( 13,426 ) $ 15,066 $ 28,627 $ ( 11,717 ) $ 16,910
The remaining weighted average amortization period for the Company’s intangible assets and liabilities by category were as follows:
Years Remaining as of
September 30, 2026 December 31, 2025
In-place leases 8.6 8.7
Above-market leases 11.0 11.9
Below-market leases 9.0 9.5
Lease incentives 9.1 8.9
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 condensed consolidated statements of operations and comprehensive income (loss) related to the amortization of intangible assets and liabilities for all property and ground leases (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Amortization:
Amortization of in-place leases $ 7,207 $ 5,658 $ 20,085 $ 16,875
Net adjustment to rental revenue:
Above-market lease assets ( 469 ) ( 371 ) ( 1,346 ) ( 1,122 )
Below-market lease liabilities 588 618 1,775 1,887
Lease incentives ( 227 ) ( 212 ) ( 696 ) ( 655 )
$ ( 108 ) $ 35 $ ( 267 ) $ 110
15
Table of Contents
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 September 30, 2026, for the next five years and thereafter (in thousands):
Remainder of 2026 2027 2028 2029 2030 Thereafter Total
In-place leases $ 7,591 $ 28,667 $ 25,801 $ 23,254 $ 20,052 $ 78,391 $ 183,756
Above-market lease assets ( 462 ) ( 1,833 ) ( 1,802 ) ( 1,632 ) ( 1,402 ) ( 8,593 ) ( 15,724 )
Below-market lease liabilities 585 2,286 2,159 1,979 1,808 6,249 15,066
Lease incentives ( 298 ) ( 886 ) ( 856 ) ( 818 ) ( 814 ) ( 3,252 ) ( 6,924 )
Net adjustment to rental revenue $ ( 175 ) $ ( 433 ) $ ( 499 ) $ ( 471 ) $ ( 408 ) $ ( 5,596 ) $ ( 7,582 )
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)
September 30, 2026 December 31, 2025
Debt:
2028 Term Loan (4)
February 11, 2028 — — — $ — $ 200,000
2029 Term Loan July 3, 2027 January 3, 2029 4.80 % 4.64 % 250,000 250,000
2030 Term Loan A January 15, 2029 January 15, 2030 4.77 % 3.30 % 175,000 175,000
2030 Term Loan B January 15, 2029 January 15, 2030 4.80 % 4.77 % 175,000 175,000
2031 Term Loan March 25, 2031 — 4.80 % 4.07 % 300,000 200,000
2032 Term Loan September 24, 2032 — 5.15 % 4.41 % 300,000 100,000
2033 Term Loan (5)
September 28, 2033 — 5.15 % — — —
Revolver January 15, 2029 January 15, 2030 4.70 % — — —
Mortgage Note November 1, 2027 — 4.53 % — 7,915 8,042
Total debt 1,207,915 1,108,042
Unamortized discount and debt issuance costs ( 8,322 ) ( 6,897 )
Unamortized deferred financing costs, net (6)
( 8,367 ) ( 5,657 )
Total debt, net $ 1,191,226 $ 1,095,488
(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 September 30, 2026. 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 September 30, 2026, as described further in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments.”
(4) The Company fully paid off the 2028 Term Loan on September 28, 2026.
(5) The 2033 Term Loan was undrawn as of September 30, 2026.
(6) The Company records deferred financing costs associated with the Revolver and loan commitment fees associated with the 2033 Term Loan in other assets, net in the condensed 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. The Company reclassified the net amount of loan commitment fees associated with the 2032 Term Loan from other assets, net to debt issuance costs upon the three $ 50.0 million draws under the 2032 Term Loan.
16
Table of Contents
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 (as amended, 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”). 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, $ 50.0 million in term loans were funded on January 2, 2026, $ 50.0 million in term loans were funded on April 1, 2026, and $ 50.0 million in term loans were funded on September 22, 2026.
On September 28, 2026, the Company amended the existing PNC Term Loan Agreement to provide for: (i) a $ 100.0 million increase under the 2031 Term Loan, increasing the aggregate size of the 2031 Term Loan to $ 300.0 million, (ii) a $ 50.0 million increase under the 2032 Term Loan, increasing the aggregate size of the 2032 Term Loan to $ 300.0 million, and (iii) a new $ 400.0 million senior unsecured delayed draw term loan facility (the “2033 Term Loan”, and together with the 2031 Term Loan and 2032 Term Loan, the “PNC Term Loans”). The $ 100.0 million and $ 50.0 million increases under the 2031 Term Loan and 2032 Term Loan, respectively, were fully funded on September 28, 2026. The 2033 Term Loan was unfunded as of September 30, 2026, and may be drawn incrementally or in full at the Company’s discretion until September 28, 2027. Among other things, the amendment also reduced the applicable margin spread under the 2031 Term Loan. Subject to the terms of the PNC Term Loan Agreement, the PNC Term Loans may be increased to an amount of up to $ 1.5 billion at the Company’s request.
The 2031 Term Loan, 2032 Term Loan, and 2033 Term Loan mature on March 25, 2031, September 24, 2032, and September 28, 2033, respectively. The 2031 Term Loan is repayable at the Company’s option in whole or in part without premium or penalty. The 2032 Term Loan and 2033 Term Loan are 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 applicable term, and (ii) 1.0 % of any amount repaid during the second year of the applicable term.
Interest rates are determined by (A) in the case of the 2031 Term Loan, either (i) SOFR, plus a margin ranging from 0.75 % to 1.55 %, or (ii) a Base Rate, plus a margin ranging from 0.00 % to 0.55 %, and (B) in the case of the 2032 Term Loan and 2033 Term Loan, either (i) SOFR, plus a margin ranging from 1.15 % to 2.20 %, or (ii) a Base Rate, plus a margin ranging from 0.15 % to 1.20 %, in each case 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 2033 Term Loan. The ticking fee of 0.20 % per annum will accrue from December 28, 2026 until September 28, 2027.
The Company has fully hedged the 2031 Term Loan and 2032 Term Loan with all-in fixed interest rates of 4.07 % and 4.41 %, respectively. The 2033 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. The Company incurred $ 2.1 million of loan commitment fees associated with the 2032 Term Loan, which were initially capitalized to other assets, net in the condensed consolidated balance sheets, and subsequently reclassified to debt issuance costs upon the three $ 50.0 million draws under the 2032 Term Loan. In connection with the September 28, 2026 amendment to the PNC Term Loan Agreement, the Company incurred approximately $ 1.2 million of deferred financing costs, which were allocated between the 2031 Term Loan and 2032 Term Loan in the amounts of $ 0.5 million and $ 0.7 million, respectively. The Company incurred $ 5.6 million of loan commitment fees associated with the 2033 Term Loan, which were capitalized to other assets, net in the condensed consolidated balance sheets. Additionally, $ 0.3 million of unamortized deferred financing costs associated with the 2028 Term Loan (as defined below) were reclassified to the 2031 Term Loan and 2032 Term Loan in the amounts of $ 0.1 million and $ 0.2 million, respectively. The deferred financing costs are amortized over the term of the loans, and are included in interest expense, net in the Company’s condensed consolidated statements of operations and comprehensive income (loss).
17
Table of Contents
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. On May 29, 2026, the Truist Credit Agreement was further amended to, among other things, reduce the applicable margin spread. On September 28, 2026, the Truist Credit Agreement was further amended to implement certain conforming changes in connection with the amendment to the PNC Term Loan Agreement.
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 was scheduled to mature 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. On May 29, 2026, the Company exercised its first extension option and extended the loan one year through July 3, 2027. The additional extension options are at the Company’s election and are subject to certain conditions.
Interest accrues at either (i) SOFR, plus a margin ranging from 0.75 % to 1.55 % or (ii) Base Rate, plus a margin ranging from 0.00 % to 0.55 %, in each case based on the Company’s credit rating and consolidated total leverage ratio.
The 2029 Term Loan 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 Science Based Targets initiative (“SBTi”).
The Company has fully hedged the 2029 Term Loan at an all-in fixed interest rate of 4.64 % 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 Truist Credit Agreement, 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 condensed consolidated balance sheets and subsequently reclassified to debt issuance costs upon the $ 100.0 million draw under the 2029 Term Loan. In connection with the first extension of the 2029 Term Loan, the Company incurred an extension fee of $ 0.3 million. Deferred financing costs are amortized over the term of the loan and are included in interest expense, net in the Company’s condensed consolidated statements of operations and comprehensive income (loss).
PNC Credit Agreement
On August 11, 2022, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and PNC Bank, National Association, as Administrative Agent (the “PNC Credit Agreement”), related to sustainability-linked senior unsecured credit facility consisting of (i) a $ 200.0 million senior unsecured term loan (the “2028 Term Loan”) and (ii) a $ 400.0 million senior unsecured revolving credit facility (the “Revolver”).
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. On September 28, 2026, the PNC Credit Agreement was further amended to, among other things, reduce the applicable margin spread under 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.
On September 28, 2026, the Company fully paid off the 2028 Term Loan using proceeds from the 2031 Term Loan and 2032 Term Loan. The 2028 Term Loan had an original maturity date of February 11, 2028.
18
Table of Contents
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.
Interest rates are determined by (A) in the case of the 2030 Term Loan B, either (i) SOFR, plus a margin ranging from 0.75 % to 1.55 %, or (ii) a Base Rate, plus a margin ranging from 0.00 % to 0.55 %, and (B) in the case of the Revolver either (i) SOFR, plus a margin ranging from 0.675 % to 1.35 %, or (ii) a Base Rate, plus a margin ranging from 0.00 % to 0.35 %, in each case based on the Company’s credit rating and consolidated total leverage ratio.
Additionally, the Company incurs a facility fee based on the total commitment amount of $ 500.0 million under the Revolver. The applicable facility fee ranges from 0.125 % to 0.30 % based on the Company’s credit rating and consolidated total leverage ratio.
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 2030 Term Loan B with an all-in fixed interest rate of 4.77 %. 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 debt issuance and 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 January 15, 2025 amendment to the PNC Credit Agreement, the Company incurred approximately $ 5.1 million of debt issuance and 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. Debt issuance costs and deferred financing costs are amortized over the remaining terms of each respective borrowing and are included in interest expense, net in the Company’s condensed consolidated statements of operations and comprehensive income (loss).
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. On September 28, 2026, the Wells Fargo Credit Agreement was further amended to, among other things, reduce the applicable margin spread under 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.
Interest accrues at either (i) SOFR, plus a margin ranging from 0.75 % to 1.55 % or (ii) Base Rate, plus a margin ranging from 0.00 % to 0.55 %, in each case based on the Company’s credit rating and consolidated total leverage ratio.
The Company has fully hedged the 2030 Term Loan A with an all-in fixed interest rate of 3.30 %. 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 debt issuance costs. Debt issuance costs are amortized over the term of the loan and are included in interest expense, net in the Company’s condensed consolidated statements of operations and comprehensive income (loss).
19
Table of Contents
Mortgage Note Payable
As of September 30, 2026, the Company had total gross mortgage indebtedness of $ 7.9 million, which was collateralized by related real estate and a tenant’s lease with an aggregate net book value of $ 11.2 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 condensed 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 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 September 30, 2026, scheduled debt maturities, including balloon payments, are as follows (in thousands):
Scheduled Principal Payment
Balloon Payment (1)
Total
Remainder of 2026 $ 45 $ — $ 45
2027 170 257,700 257,870
2028 — — —
2029 — 350,000 350,000
2030 — — —
Thereafter — 600,000 600,000
Total $ 215 $ 1,207,700 $ 1,207,915
(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):
Three Months Ended
September 30, Nine Months Ended
September 30,
2026 2025 2026 2025
Revolving credit facilities (1)
$ 3,000 $ 1,758 $ 4,158 $ 5,324
Term loans (2)
13,173 9,303 38,426 26,854
Mortgage note payable 92 94 274 280
Non-cash:
Amortization of deferred financing costs 326 305 1,001 856
Amortization of debt discount and debt issuance costs, net 556 480 1,880 1,394
Amortization of deferred losses on interest rate swaps 720 720 2,138 2,138
Capitalized interest ( 162 ) ( 24 ) ( 352 ) ( 112 )
Total interest expense, net $ 17,705 $ 12,636 $ 47,525 $ 36,734
(1) Includes facility fees of approximately $ 0.3 million and $ 0.2 million for the three months ended September 30, 2026 and 2025, respectively, and facility fees of $ 0.8 million and $ 0.6 million for the nine months ended September 30, 2026 and 2025, 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 condensed consolidated statements of operations and comprehensive income (loss).
The Company was in compliance with all of its debt covenants as of September 30, 2026 and expects to remain in compliance for the next twelve months.
20
Table of Contents
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 condensed 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.
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
September 30, 2026 December 31, 2025 Hedge Fixed Rate (1)
Maturity Dates
September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
2028 Term Loan
— 3 — — $ — $ 200,000 $ — $ 2,620
2029 Term Loan
4 4 3.74 % January 3, 2029 250,000 250,000 4,885 ( 3,198 )
2030 Term Loan A
4 4 2.40 % January 23, 2027 175,000 175,000 915 1,806
2030 Term Loan B
7 7 3.87 % January 2, 2030 175,000 175,000 4,238 ( 3,467 )
2031 Term Loan 9 8 3.17 % March 1, 2031 (3)
300,000 200,000 12,509 ( 185 )
2032 Term Loan 10 8 3.16 % September 1, 2032 (3)
300,000 200,000 15,712 1,140
Total
34 34 $ 1,200,000 $ 1,200,000 $ 38,259 $ ( 1,284 )
(1) Represents the weighted-average hedge fixed rate of the derivative contracts for each associated debt instrument as of September 30, 2026. 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 condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025.
(3) In connection with the repayment of the 2028 Term Loan in September 2026, the interest rate swaps with an aggregate notional amount of $ 200.0 million that previously hedged the variable interest payments on the 2028 Term Loan were reallocated to the 2031 Term Loan and 2032 Term Loan, with $ 100.0 million allocated to each. The reallocation was consistent with the Company’s original hedge designation, under which the hedged transactions are defined as variable-rate interest payments on the Company’s borrowings rather than on a specific debt instrument. The swaps continue to be designated as cash flow hedges and mature on February 11, 2028.
The following table presents the effect of the Company’s interest rate swaps in the condensed consolidated statements of operations and comprehensive income (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 2026 2025 2026 2025
For the Three Months Ended September 30
Interest Rate Products $ 24,860 $ 201 Interest expense, net $ 465 $ 1,605
For the Nine Months Ended September 30
Interest Rate Products $ 42,932 $ ( 12,251 ) Interest expense, net $ 1,252 $ 4,660
21
Table of Contents
The Company did not exclude any amounts from the assessment of hedge effectiveness for the three and nine months ended September 30, 2026 and 2025. During the next twelve months, the Company estimates that an additional $ 10.1 million will be reclassified as a decrease 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 September 30, 2026 and December 31, 2025. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.
The carrying values of the Company’s cash, cash equivalents, and restricted cash (including money market accounts), other assets, and accounts payable, accrued expenses, and other liabilities approximate their fair values due to the short-term nature of these instruments. Additionally, the Company believes that the following financial instruments have carrying values that approximate their fair values as of September 30, 2026 and December 31, 2025:
• 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
September 30, 2026
Assets
Derivative assets $ 38,259 $ 38,259 $ — $ 38,259 $ —
Liabilities
Term loans (1)
$ 1,191,813 $ 1,204,074 $ — $ — $ 1,204,074
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
(1) Recorded at carrying value in the condensed 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).
22
Table of Contents
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, 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 September 30, 2026, 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.
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):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Carrying value prior to impairment $ 15,455 $ 37,870 $ 51,724 $ 80,992
Less: total provisions for impairment ( 1,878 ) ( 4,134 ) ( 7,565 ) ( 12,173 )
Carrying value after impairment $ 13,577 $ 33,736 $ 44,159 $ 68,819
Number of properties: (1)
Classified as held for sale 5 5 9 11
Disposed within the period 2 7 15 21
Classified as held for investment — 1 1 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 nine months ended September 30, 2026, the Company accounted for held for investment assets at fair value using purchase offers from third parties, which the Company believes is reasonable.
23
Table of Contents
Note 9 – Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets
Other assets, net consists of the following (in thousands):
September 30, 2026 December 31, 2025
Accounts receivable, net $ 11,107 $ 9,679
Deferred rent receivable 23,503 16,588
Prepaid assets 6,703 2,975
Earnest money deposits 1,150 6,790
Fair value of interest rate swaps 38,259 5,566
Deferred offering costs 1,261 2,171
Deferred financing costs, net 8,367 5,657
Right-of-use asset 2,776 3,086
Leasehold improvements and other corporate assets, net 969 1,183
Interest receivable 4,980 3,958
Other assets, net 5,297 5,423
$ 104,372 $ 63,076
Accounts payable, accrued expenses, and other liabilities consists of the following (in thousands):
September 30, 2026 December 31, 2025
Accrued expenses $ 17,901 $ 4,249
Accrued bonus 2,095 3,068
Prepaid rent 6,562 6,526
Operating lease liability 3,765 4,155
Accrued interest 4,833 4,642
Deferred rent 6,134 5,233
Accounts payable 790 1,218
Fair value of interest rate swaps — 6,850
Tenant improvement allowances 10,912 3,975
Other liabilities 2,263 2,643
$ 55,255 $ 42,559
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 could sell shares of its common stock in registered transactions.
During 2024, the Company entered into forward sale agreements with respect to an aggregate of 1,743,100 shares of its common stock under the 2023 ATM Program at a weighted-average price of $ 17.67 per share. As of September 30, 2026, the Company had fully settled the forward sale agreements.
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 could sell shares of its common stock in registered transactions. Effective August 12, 2024, in connection with the establishment of the 2024 ATM 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.
During the nine months ended September 30, 2026, the Company entered into forward sale agreements with respect to an aggregate of 4,264,015 shares of its common stock under the 2024 ATM Program at a weighted-average price of $ 18.86 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 January 2027 to April 2027, unless the parties mutually agree to extend such dates.
24
Table of Contents
During 2025, the Company entered into forward sale agreements with respect to an aggregate of 9,068,486 shares of its common stock under the 2024 ATM Program at a weighted-average price of $ 17.75 per share. As of September 30, 2026, the Company had fully settled the forward sale agreements.
On April 21, 2026, the Company entered into a $ 400.0 million at-the-market equity program (the “2026 ATM Program”) through which, from time to time, it may sell shares of its common stock in registered transactions. Effective April 21, 2026, in connection with the establishment of the 2026 ATM Program, the 2024 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 2024 ATM Program. As context requires, the 2023 ATM Program, the 2024 ATM Program, and the 2026 ATM Program are referred to herein as the “ATM Programs.”
During the nine months ended September 30, 2026, the Company entered into forward sale agreements with respect to an aggregate of 9,688,981 shares of its common stock under the 2026 ATM Program at a weighted-average price of $ 20.60 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 April 2027 to January 2028, unless the parties mutually agree to extend such dates.
The following table presents information about the ATM Programs (in thousands):
As of September 30, 2026
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 October 2023 August 2024 $ 300,000 $ 108,129 $ — $ —
2024 ATM Program (3)
August 2024 April 2026 $ 300,000 $ 222,428 $ 33,660 $ —
2026 ATM Program (4)
April 2026 — $ 400,000 $ — $ 199,633 $ 200,367
(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 September 30, 2026, 1,674,613 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 19.80 .
(4) As of September 30, 2026, 9,688,981 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 20.32 .
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 three and nine months ended September 30, 2026 and 2025 (in thousands, except share and per share data).
Three Months Ended September 30, Nine Months Ended September 30,
2026 (1)
2025 2026 (1)
2025 (2)
Shares of common stock issued 11,103,289 — 11,103,289 1,757,815
Weighted-average price per share
$ 18.08 $ — $ 18.08 $ 16.32
Gross proceeds $ 200,787 $ — $ 200,787 $ 28,694
Sales commissions and offering costs $ 7,492 $ — $ 7,492 $ 342
Net proceeds (3)
$ 193,295 $ — $ 193,295 $ 28,352
(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.
(2) Includes 1,105,299 shares of common stock that were physically settled at a weighted-average price of $ 16.37 per share under forward sale agreements.
(3) The net proceeds were contributed to the Operating Partnership in exchange for an equivalent number of OP Units.
25
Table of Contents
February 2026 Follow-On Offering
In February 2026, the Company completed a registered public offering of 12,627,000 shares of its common stock at a public offering price of $ 19.00 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 12,627,000 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 25, 2026, the Company 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. The Company received net proceeds from the settlement of $ 143.8 million, net of underwriting discounts and offering costs of $ 9.3 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 8,056,711 OP Units (as defined below).
As of September 30, 2026, 4,570,289 shares remain unsettled under the February 2026 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 February 2027, unless the parties mutually agree to extend such dates.
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 June 29, 2026, the Company physically settled 4,264,947 shares of common stock at a weighted-average price of $ 16.60 per share in accordance with the forward sale agreements. The Company received net proceeds from the settlement of $ 70.7 million, net of underwriting discounts and offering costs of $ 4.8 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 4,264,947 OP Units.
As of September 30, 2026, the Company had fully settled the July 2025 forward sale agreements.
January 2024 Follow-On Offering
In January 2024, the Company completed a registered public offering of 11,040,000 shares of its common stock at a public offering price of $ 18.00 per share. 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 February 6, 2026, the Company physically settled 4,000,000 shares of common stock at a weighted-average price of $ 16.98 per share in accordance with the forward sale agreements. The Company received net proceeds from the settlement of $ 67.8 million, net of underwriting discounts and offering costs of $ 4.2 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 4,000,000 OP Units.
On September 25, 2026, the Company 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. The Company received net proceeds from the settlement of $ 80.6 million, net of underwriting discounts and offering costs of $ 6.5 million. The Company contributed the net proceeds to the Operating Partnership in exchange for 4,840,000 OP Units.
As of September 30, 2026, the Company had fully settled the January 2024 forward sale agreements.
The following table presents information about the Company’s January 2024, July 2025, and February 2026 follow-on offerings (in thousands, except share data):
As of September 30, 2026
Follow-On Offering Shares Sold Shares Settled Shares Unsettled Value of Gross Proceeds of Unsettled Forward Equity
January 2024 11,040,000 11,040,000 — $ —
July 2025 12,420,000 12,420,000 — $ —
February 2026 12,627,000 8,056,711 4,570,289 $ 86,835
26
Table of Contents
Surrendered Shares on Vested Stock Unit Awards
During the nine months ended September 30, 2026 and 2025, 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 nine months ended September 30, 2026 and 2025, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender approximately 93 thousand and 50 thousand RSUs valued at approximately $ 1.9 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 condensed consolidated statements of cash flows and condensed consolidated statements of changes in equity.
Dividends
During the nine months ended September 30, 2026, the Company declared and paid the following common stock dividends (in thousands, except per share data):
Nine Months Ended September 30, 2026
Declaration Date Dividend Per Share Record Date Total Amount Payment Date
February 5, 2026 $ 0.220 March 16, 2026 $ 21,396 March 31, 2026
April 16, 2026 0.220 June 1, 2026 21,398 June 15, 2026
July 16, 2026 0.225 September 1, 2026 22,860 September 15, 2026
$ 0.665 $ 65,654
During the nine months ended September 30, 2025, the Company declared and paid the following common stock dividends (in thousands, except per share data):
Nine Months Ended September 30, 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
$ 0.635 $ 52,263
Noncontrolling Interests
NETSTREIT GP, LLC, a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership and holds a 1.0 % general partner interest in the Operating Partnership. The Company contributes net proceeds from issuing shares of common stock to the Operating Partnership in exchange for common units of limited partnership interest in the Operating Partnership (the “OP Units”) equal to the number of shares of common stock issued.
As of September 30, 2026, the Company held 125,632,968 OP Units and external parties (the “Noncontrolling OP Unit Holders”) held 346,817 OP Units, representing 99.7 % and 0.3 %, respectively, of OP Units. As of December 31, 2025, the Company held 93,070,533 OP Units and Noncontrolling OP Unit Holders held 412,143 OP Units, representing 99.6 % and 0.4 %, respectively, of OP Units. The OP Units held by Noncontrolling OP Unit Holders are presented as noncontrolling interests in the Company’s condensed consolidated financial statements.
The holders of OP Units are entitled to receive an equal distribution for each OP Unit held as of each record date. During each of the nine months ended September 30, 2026 and 2025, the Operating Partnership paid distributions of $ 0.3 million to Noncontrolling OP Unit Holders.
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. During the three and nine months ended September 30, 2026, Noncontrolling OP Unit Holders redeemed 98,722 and 108,687 OP Units, respectively, for shares of common stock on a one -for-one basis. During the three and nine months ended September 30, 2025, Noncontrolling OP Unit Holders redeemed 5,694 OP Units for shares of common stock on a one -for-one basis.
27
Table of Contents
Note 11 – Stock-Based Compensation
Under the Omnibus Incentive Plan, 4,294,976 shares of common stock are reserved for issuance and, as of September 30, 2026, 3,103,223 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, LTIP Units (as defined below), 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 September 30, 2026, the only stock-based compensation awards granted by the Company were RSUs and LTIP Units. The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss) was $ 1.9 million and $ 1.5 million for the three months ended September 30, 2026 and 2025, respectively. Stock-based compensation expense was $ 5.3 million and $ 4.4 million for the nine months ended September 30, 2026 and 2025, respectively. All awards of unvested RSUs and LTIP Units are expected to fully vest within the next five years .
The following table summarizes RSU and LTIP Unit activity for the period indicated below:
Restricted Stock Units LTIP Units
Service-Based Performance Service-Based Performance
Units Weighted Average Grant Date Fair Value per Unit Units Weighted Average Grant Date Fair Value per Unit Units Weighted Average Grant Date Fair Value per Unit Units (1)
Weighted Average Grant Date Fair Value per Unit
Unvested grants outstanding as of December 31, 2025 452,646 $ 15.85 392,130 $ 16.45 — $ — — $ —
Granted during the period 112,480 19.85 — — 125,559 19.85 121,691 20.74
Forfeited during the period ( 2,413 ) 16.99 ( 17,609 ) 20.86 — — ( 3,206 ) 20.74
Vested during the period (2)
( 228,441 ) 16.13 ( 53,173 ) 21.81 ( 4,125 ) 19.85 ( 919 ) 20.74
Unvested grants outstanding as of September 30, 2026 334,272 $ 16.99 321,348 $ 15.32 121,434 $ 19.85 117,566 $ 20.74
(1) The number of Performance LTIP Units (as defined below) disclosed is based on the target level of awards being achieved, with the ultimate number earned subject to the achievement of specified performance metrics over a three-year performance period, ranging from 0 % to 200 % of target. The actual number of Performance LTIP Units issued on the grant date assumes maximum performance is achieved.
(2) Includes LTIP Units that vested on an accelerated basis in connection with a termination during the period. These units have not been converted into OP Units as of September 30, 2026.
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 within the next one to five years .
For each of the three months ended September 30, 2026 and 2025, the Company recognized $ 0.9 million in stock-based compensation expense associated with service-based RSUs. For each of the nine months ended September 30, 2026 and 2025, the Company recognized $ 2.6 million in stock-based compensation expense associated with service-based RSUs. As of September 30, 2026 and December 31, 2025, the remaining unamortized stock-based compensation expense totaled $ 3.3 million and $ 3.9 million, respectively, and as of September 30, 2026, these awards are expected to be recognized over a remaining weighted average period of 1.8 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 unvested service-based RSUs is the per share price of the Company’s stock on the date of grant.
28
Table of Contents
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 periods of these grants run through 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. 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 .
For the three months ended September 30, 2026 and 2025, the Company recognized $ 0.4 million and $ 0.6 million, respectively, in stock-based compensation expense associated with performance-based RSUs. For the nine months ended September 30, 2026 and 2025, the Company recognized $ 1.4 million and $ 1.6 million, respectively, in stock-based compensation expense associated with performance-based RSUs. As of September 30, 2026 and December 31, 2025, the remaining unamortized stock-based compensation expense totaled $ 1.3 million and $ 2.8 million, respectively, and as of September 30, 2026, these awards are expected to be recognized over a remaining weighted average period of 1.1 years.
LTIP Units
On February 11, 2026, the Company entered into the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership to, among other things, designate and set forth the terms of a new class of units of limited partnership interest in the Operating Partnership (the “LTIP Units”), including Basic LTIP Units, which have service-based vesting conditions (“Basic LTIP Units”), and Performance LTIP Units, which have performance-based vesting conditions (“Performance LTIP Units”). Each LTIP Unit awarded is deemed equivalent to an award of one share of stock under the Omnibus Incentive Plan, reducing the availability for other equity awards on a one -for-one basis. LTIP Units are automatically converted into OP Units upon satisfaction of the applicable vesting conditions, which are determined at the time of issuance. Following the second anniversary of the grant date of the applicable LTIP Unit, each OP Unit issued upon conversion of an LTIP Unit is redeemable for cash equal to the then-current market value of one share of the Company’s common stock or, at the election of the Company, one share of the Company’s common stock. From their applicable grant dates, unvested Basic LTIP Units are entitled to receive the same distributions as OP Units, and unvested Performance LTIP Units are entitled to receive 10 % of distributions made on OP Units and catch-up distributions are made upon vesting.
Basic LTIP Units
Pursuant to the Omnibus Incentive Plan, the Company has granted Basic LTIP Units to certain employees. The awards vest in equal annual installments over three years on each anniversary of the grant date, subject to continued service to the Company and certain exceptions.
For the three and nine months ended September 30, 2026, the Company recognized $ 0.3 million and $ 0.6 million, respectively, in stock-based compensation expense associated with Basic LTIP Units. As of September 30, 2026, the remaining unamortized stock-based compensation expense totaled $ 1.9 million, and as of September 30, 2026, these awards are expected to be recognized over a remaining weighted average period of 2.4 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 Basic LTIP Units is calculated as the per share price of the Company’s common stock on the date of grant.
Performance LTIP Units
Pursuant to the Omnibus Incentive Plan, the Company has granted Performance LTIP Units to the Company’s executives and senior management team. 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 growth rate of Adjusted FFO (“AFFO”) per diluted share over a three-year performance period, and 60 % of the award based on the Company’s TSR as compared to the TSR of identified peer companies over the cumulative three-year period. The payout schedule can produce vesting percentages ranging from 0 % to 200 % of target. The actual number of Performance LTIP Units issued on the grant date assumes maximum performance is achieved. The performance period of these grants runs through December 31, 2028.
29
Table of Contents
The grant date fair value of the AFFO component is the per share price of the Company’s stock on the date of grant. The grant date fair value of the TSR component 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 22.4 % and expected volatility of the Company’s peers, ranging from 17.6 % to 38.8 %, with an average volatility of 22.3 %, and a risk-free interest rate of 3.5 %. The fair value per share on the grant date specific to the target TSR relative to the Company’s peers was $ 21.34 .
For the three and nine months ended September 30, 2026, the Company recognized $ 0.2 million and $ 0.5 million, respectively, in stock-based compensation expense associated with Performance LTIP Units. As of September 30, 2026, the remaining unamortized stock-based compensation expense totaled $ 1.9 million, and as of September 30, 2026, these awards are expected to be recognized over a remaining weighted average period of 2.3 years. Stock-based compensation expense associated with unvested Performance LTIP Units is recognized on a straight-line basis over the minimum required service period of three 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 2026 under the Program was approximately $ 1.1 million as of September 30, 2026. The award will be remeasured to fair value each reporting period until the unvested RSUs are granted. For each of the three months ended September 30, 2026 and 2025, the Company recognized approximately $ 0.1 million of stock-based compensation expense associated with these awards. For each of the nine months ended September 30, 2026 and 2025, the Company recognized approximately $ 0.2 million 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 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 attributable to common stockholders by the weighted-average number of common shares outstanding for the period. The guidance requires the classification of the Company’s unvested LTIP Units, which contain rights to receive non-forfeitable dividends or dividend equivalents, as participating securities requiring the two-class method of computing earnings per share. Diluted earnings per share is similarly calculated; however, the denominator is increased to reflect the potential dilutive effect of the Company’s outstanding unvested RSUs, LTIP Units, and unsettled shares under open forward equity contracts, determined using the treasury stock method, as well as OP Units, determined using the if-converted method. 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.
30
Table of Contents
The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per common share (in thousands, except share data and per share data):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Numerator:
Net income $ 8,507 $ 621 $ 20,529 $ 5,610
Less: net income attributable to noncontrolling interest ( 30 ) ( 3 ) ( 80 ) ( 29 )
Less: net income allocated to unvested LTIP Units ( 54 ) — ( 137 ) —
Net income attributable to common shares, basic 8,423 618 20,312 5,581
Net income attributable to noncontrolling interest 30 3 80 29
Net income attributable to common shares, diluted $ 8,453 $ 621 $ 20,392 $ 5,610
Denominator:
Weighted average common shares outstanding, basic 103,148,396 83,472,089 98,710,054 82,344,168
Effect of dilutive shares for diluted net income per common share:
OP Units 391,510 421,954 400,567 423,944
Unvested RSUs and LTIP Units 563,951 420,132 543,115 218,847
Unsettled shares under open forward equity contracts 4,070,173 1,327,773 3,730,949 442,591
Weighted average common shares outstanding, diluted 108,174,030 85,641,948 103,384,685 83,429,550
Net income available to common stockholders per common share, basic $ 0.08 $ 0.01 $ 0.21 $ 0.07
Net income available to common stockholders per common share, diluted $ 0.08 $ 0.01 $ 0.20 $ 0.07
The three months ended September 30, 2026 exclude the impact of 36,217 unsettled shares under open forward equity contracts, and the three months ended September 30, 2025 exclude the impact of 75,160 unvested RSUs and 678 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.
The nine months ended September 30, 2026 exclude the impact of 41,868 unvested RSUs and LTIP Units and 17,405 unsettled shares under open forward equity contracts, and the nine months ended September 30, 2025 exclude the impact of 201,124 unvested RSUs and 879,665 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.
As of September 30, 2026 and December 31, 2025, there were 346,817 and 412,143 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.
31
Table of Contents
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 condensed 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 September 30, 2026, the Company 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.
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 5.8 years that expires on July 31, 2032 and is renewable at the Company’s option for two additional periods of five years . Annual rent expense, excluding operating expenses, is approximately $ 0.5 million during the initial term.
As of September 30, 2026, 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 September 30, 2026 through the date on which these condensed consolidated financial statements were issued to determine whether any of these events required disclosure in the financial statements.
Common Stock Dividend
On October 15, 2026, the Company’s Board of Directors declared a cash dividend of $ 0.225 per share for the fourth quarter of 2026. The dividend will be paid on December 15, 2026 to stockholders of record on December 1, 2026.
32
Table of Contents
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.