What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-04-28 compared with 2024-11-04 · 275 added, 365 removed, 531 unchanged (55% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Real estate, at cost:

22 unchanged sentences

Common stock, $ 0.01 par value, 400,000,000 shares authorized;

81,583,917 and 73,207,080 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

81,698,909 and 81,602,232 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,508,809 1,507,995

Distributions in excess of retained earnings ( 203,524 ) ( 188,046 )

Accumulated other comprehensive (loss) income ( 2,453 ) 8,943

Accumulated other comprehensive income 393 10,206

Total stockholders’ equity 1,306,495 1,330,971

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Rental revenue (including reimbursable) $ 42,590 $ 35,189

11 unchanged sentences

Interest expense, net ( 11,460 ) ( 6,180 )

(Loss) gain on sales of real estate, net ( 132 ) 373 874 669

Gain on sales of real estate, net 2,075 997

Loss on debt extinguishment ( 46 ) —

Other income (expense), net 416 367 ( 2,451 ) 586

Total other (expense) income, net ( 7,681 ) ( 3,206 ) ( 23,326 ) ( 12,285 )

Net (loss) income before income taxes ( 5,320 ) 4,254 ( 6,545 ) 4,868

Income tax (expense) benefit ( 2 ) ( 15 ) ( 31 ) 60

Net (loss) income ( 5,322 ) 4,239 ( 6,576 ) 4,928

Net (loss) income attributable to noncontrolling interests ( 27 ) 24 ( 35 ) 32

Net (loss) income attributable to common stockholders $ ( 5,295 ) $ 4,215 $ ( 6,541 ) $ 4,896

Other expense, net ( 205 ) ( 280 )

Total other expense, net ( 9,636 ) ( 5,463 )

Net income before income taxes 1,716 1,069

Income tax expense ( 16 ) ( 17 )

Net income 1,700 1,052

Net income attributable to noncontrolling interests 9 7

Net income attributable to common stockholders $ 1,691 $ 1,045

Amounts available to common stockholders per common share:

4 unchanged sentences

Diluted 82,132,524 74,565,790

Other comprehensive income:

Net (loss) income $ ( 5,322 ) $ 4,239 $ ( 6,576 ) $ 4,928

Other comprehensive (loss) income:

Net income $ 1,700 $ 1,052

Change in value on derivatives, net ( 9,864 ) 9,128

10 unchanged sentences

Balance at December 31, 2024 81,602,232 $ 816 $ 1,507,995 $ ( 188,046 ) $ 10,206 $ 1,330,971 $ 7,161 $ 1,338,132

OP Units converted to common stock 7,119 — 126 — — 126 ( 126 ) —

Dividends and distributions declared on common stock and OP Units — — — ( 17,157 ) — ( 17,157 ) ( 89 ) ( 17,246 )

3 unchanged sentences

Stock-based compensation, net — — 1,388 169 — 1,557 — 1,557

Other comprehensive income — — — — 9,077 9,077 51 9,128

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 4,000,000 40 65,284 — — 65,324 — 65,324

OP Units converted to common stock 35,121 — 611 — — 611 ( 611 ) —

Dividends and distributions declared on common stock and OP Units — — — ( 15,042 ) — ( 15,042 ) ( 90 ) ( 15,132 )

Dividends declared on restricted stock, net — — — ( 139 ) — ( 139 ) — ( 139 )

Vesting of restricted stock units 23,510 — — — — — — —

Repurchase of common stock for tax withholding obligations ( 9,363 ) — ( 160 ) — — ( 160 ) — ( 160 )

Stock-based compensation, net — — 1,530 8 — 1,538 — 1,538

Other comprehensive loss — — — — ( 420 ) ( 420 ) — ( 420 )

Net loss — — — ( 2,291 ) — ( 2,291 ) ( 15 ) ( 2,306 )

Balance at June 30, 2024 77,377,679 $ 773 $ 1,435,577 $ ( 143,734 ) $ 17,600 $ 1,310,216 $ 7,646 $ 1,317,862

Issuance of common stock in public offerings, net of issuance costs 4,183,711 43 70,109 — — 70,152 — 70,152

OP Units converted to common stock 12,102 — 204 — — 204 ( 204 ) —

Dividends and distributions declared on common stock and OP Units — — — ( 16,251 ) — ( 16,251 ) ( 92 ) ( 16,343 )

Dividends declared on restricted stock, net — — — ( 141 ) — ( 141 ) — ( 141 )

Vesting of restricted stock units 16,455 — — — — — — —

Repurchase of common stock for tax withholding obligations ( 6,030 ) — ( 96 ) — — ( 96 ) — ( 96 )

Stock-based compensation, net — — 1,376 — — 1,376 — 1,376

Other comprehensive loss — — — — ( 20,053 ) ( 20,053 ) ( 111 ) ( 20,164 )

Net loss — — — ( 5,295 ) — ( 5,295 ) ( 27 ) ( 5,322 )

Balance at September 30, 2024 81,583,917 $ 816 $ 1,507,170 $ ( 165,421 ) $ ( 2,453 ) $ 1,340,112 $ 7,212 $ 1,347,324

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

NETSTREIT CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share data)

Shares Par Value Additional

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Balance at December 31, 2023 73,207,080 $ 732 $ 1,367,505 $ ( 112,276 ) $ 8,943 $ 1,264,904 $ 8,528 $ 1,273,432

Issuance of common stock in public offerings, net of issuance costs 2,759,481 28 52,875 — — 52,903 — 52,903

OP Units converted to common stock 7,119 — 126 — — 126 ( 126 ) —

4 unchanged sentences

Stock-based compensation, net — — 1,751 135 — 1,886 — 1,886

Other comprehensive loss — — — — ( 5,930 ) ( 5,930 ) ( 49 ) ( 5,979 )

Net income — — — 1,472 — 1,472 9 1,481

Balance at March 31, 2023 60,862,466 $ 609 $ 1,145,160 $ ( 77,237 ) $ 17,743 $ 1,086,275 $ 9,347 $ 1,095,622

Issuance of common stock in public offerings, net of issuance costs 6,128,135 61 114,475 — — 114,536 — 114,536

Dividends and distributions declared on common stock and OP Units — — — ( 12,173 ) — ( 12,173 ) ( 102 ) ( 12,275 )

Dividends declared on restricted stock, net — — — ( 128 ) — ( 128 ) — ( 128 )

Vesting of restricted stock units 1,416 — — — — — — —

Repurchase of common stock for tax withholding obligations ( 420 ) — ( 8 ) — — ( 8 ) — ( 8 )

Stock-based compensation, net — — 1,252 — — 1,252 — 1,252

Other comprehensive income — — — — 9,077 9,077 51 9,128

Net loss — — — ( 791 ) — ( 791 ) ( 1 ) ( 792 )

Balance at June 30, 2023 66,991,597 $ 670 $ 1,260,879 $ ( 90,329 ) $ 24,082 $ 1,195,302 $ 9,293 $ 1,204,595

Issuance of common stock in public offering, net of issuance costs 1,672,242 17 27,401 — — 27,418 — 27,418

OP Units converted to common stock 19,932 — 362 — — 362 ( 362 ) —

Dividends and distributions declared on common stock and OP Units — — — ( 13,768 ) — ( 13,768 ) ( 104 ) ( 13,872 )

Dividends declared on restricted stock, net — — — ( 126 ) — ( 126 ) — ( 126 )

Vesting of restricted stock units 24,088 — — — — — — —

Repurchase of common stock for tax withholding obligations ( 6,636 ) — ( 112 ) — — ( 112 ) — ( 112 )

Stock-based compensation, net — — 1,280 2 — 1,282 — 1,282

Other comprehensive income — — — — 6,412 6,412 54 6,466

Net income — — — 1,045 — 1,045 7 1,052

Balance at September 30, 2023 68,701,223 $ 687 $ 1,289,810 $ ( 100,006 ) $ 30,494 $ 1,220,985 $ 8,905 $ 1,229,890

Balance at March 31, 2024 73,328,411 $ 733 $ 1,368,312 $ ( 126,270 ) $ 18,020 $ 1,260,795 $ 8,362 $ 1,269,157

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

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(In thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities

Net (loss) income $ ( 6,576 ) $ 4,928

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

Net income $ 1,700 $ 1,052

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 20,923 17,541

2 unchanged sentences

Noncash revenue adjustments ( 1,028 ) ( 583 )

Amortization of deferred gains on interest rate swaps ( 2,948 ) ( 1,134 )

Amortization of deferred losses (gains) on interest rate swaps 705 ( 979 )

Stock-based compensation expense 1,388 1,751

2 unchanged sentences

Loss on debt extinguishment 46 —

Loss (gain) on involuntary conversion of building and improvements 644 ( 47 )

Loss on involuntary conversion of buildings and improvements — 414

Changes in assets and liabilities, net of assets acquired and liabilities assumed:

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Proceeds from sale of real estate 38,563 20,466

Proceeds from the settlement of property-related insurance claims 261 47

Net cash used in investing activities ( 48,308 ) ( 97,202 )

Cash flows from financing activities

Issuance of common stock in public offerings, net 135,475 194,857

Payment of common stock dividends ( 17,157 ) ( 15,031 )

5 unchanged sentences

Proceeds from term loans 218,675 100,000

Principal payments on term loans ( 43,675 ) —

Repurchase of common stock for tax withholding obligations ( 573 ) ( 1,069 )

6 unchanged sentences

Supplemental disclosures of cash flow information:

Cash paid for interest, net $ 22,778 $ 12,779

Cash paid for income taxes, net $ 27 $ 575

Cash paid for interest $ 10,005 $ 6,536

Supplemental disclosures of non-cash investing and financing activities:

Dividends declared and unpaid on restricted stock $ 279 $ 375

Dividends declared and unpaid on restricted stock, net $ 12 $ 7

Deferred offering costs included in accounts payable, accrued expenses, and other liabilities $ 24 $ 107

Accrued loan origination fees on mortgage loans receivable $ 200 $ —

Mortgage loan receivable settled in exchange for acquisition of real estate $ — $ 4,673

Increase in mortgage loan receivable in exchange for disposition of real estate $ 12,714 $ 1,837

Refinancing of mortgage loan receivable $ — $ 1,327

Cash flow hedge change in fair value $ ( 10,569 ) $ 10,107

Accrued capital expenditures and real estate development and improvement costs $ 600 $ 1,110

Accrued lease incentives $ — $ 23

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

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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 and to qualify as a real estate investment trust (“REIT”) for U.S.

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.

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federal income tax purposes.

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

The Company is structured as an umbrella partnership real estate investment trust (commonly referred to as an “UPREIT”) and is an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant retail commercial 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, 2024, the Company owned or had investments in 671 properties, located in 45 states, excluding eight property developments where rent has yet to commence.

As of March 31, 2025, the Company owned or had investments in 695 properties located in 45 states, excluding four property developments where rent has not yet commenced.

Note 2 – Summary of Significant Accounting Policies

4 unchanged sentences

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 (loss) income is reduced by the portion of net (loss) income attributable to noncontrolling interests.

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

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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, 2024 and 2023 are not necessarily indicative of the results for the full year.

The results of operations for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results for the full year.

Use of Estimates

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Total provision for impairment $ 3,616 $ 3,662

2 unchanged sentences

Disposed within the period

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

Classified as held for investment

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

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

Of the total provision for impairment during the three months ended September 30, 2024, the Company recorded $ 0.4 million of additional impairment expense on two properties that were classified as held for sale in prior periods and $ 5.3 million of impairment expense on three properties held for investment.

Of the total provision for impairment during the nine months ended September 30, 2024, the Company recorded $ 1.5 million of additional impairment expense on five properties that were classified as held for sale in prior periods and $ 9.4 million of impairment expense on nine properties held for investment.

Of the total provision for impairment during the three months ended March 31, 2025, the Company recorded $ 0.3 million of impairment expense on one property held for investment.

Cash, Cash Equivalents, and Restricted Cash

2 unchanged sentences

Restricted cash is included in cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets.

The Company had $ 2.9 million of restricted cash as of September 30, 2024, and $ 11.5 million of restricted cash as of December 31, 2023.

The Company’s bank balances as of September 30, 2024 and December 31, 2023 included certain amounts over the Federal Deposit Insurance Corporation limits.

The Company had $ 10.8 million of restricted cash as of March 31, 2025, and $ 7.9 million of restricted cash as of December 31, 2024.

The Company’s bank balances as of March 31, 2025 and December 31, 2024 included certain amounts over the Federal Deposit Insurance Corporation limits.

Fair Value Measurement

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

The fair values of financial instruments are estimates based on market conditions and perceived risks as of September 30, 2024 and December 31, 2023.

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

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

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

Additionally, the Company believes the following financial instruments have carrying values that approximate their fair values as of September 30, 2024:

Additionally, the Company believes the following financial instruments have carrying values that approximate their fair values as of March 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.

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

Provisions for impairment recognized during the three and nine months ended September 30, 2024 partially related to assets held for sale where impairment was determined based on the estimated or negotiated selling price, less costs of disposal, compared to the carrying value of the property.

The Company also recorded $ 5.3 million and $ 9.4 million of impairment expense on three and nine properties held for investment, respectively, during the three and nine months ended September 30, 2024.

These properties were accounted for at fair value on a nonrecurring basis using a cash flow model (Level 3 inputs) with adjusted carrying values ranging from $ 0.2 million to $ 4.8 million.

The Company estimated the fair value using capitalization rates ranging from 5.9 % to 12.1 %, and a discount rate of 5.6 %, which it believes is reasonable based on current market rates.

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

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

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

September 30, 2024 December 31, 2023

Provisions for impairment recognized during the three months ended March 31, 2025 primarily related to assets held for sale where impairment was determined based on the estimated or negotiated selling price, less costs of disposal, compared to the carrying value of the property.

As of March 31, 2025, there were 10 properties held for investment accounted for at fair value.

These 10 properties were accounted for at fair value on a nonrecurring basis using a cash flow model (Level 3 inputs) with a total adjusted carrying value of $ 24.5 million.

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

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

The Company estimated the fair values as of March 31, 2025 and December 31, 2024 using capitalization rates ranging from 6.5 % to 12.1 %, which it believes is reasonable based on current market rates.

The following table discloses estimated fair value information for the Company’s 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, and 2030 Term Loan B (each as defined in “Note 6 – Debt”) which is derived based primarily on unobservable market inputs such as interest rates and discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads (in thousands):

March 31, 2025 December 31, 2024

Carrying Value (1)

3 unchanged sentences

2029 Term Loan $ 249,014 $ 250,428 $ 248,853 $ 250,526

2029 Term Loan 248,662 250,687 148,869 150,666

2030 Term Loan A $ 173,520 $ 175,830 $ 174,509 $ 175,245

2030 Term Loan B $ 173,693 $ 175,841 $ — $ —

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

Concentrations of Credit Risk

During the three months ended September 30, 2024, one tenant, Dollar General, accounted for 11.6 % of total revenues.

During the three months ended September 30, 2023, there were no tenants or borrowers with rental or interest income on loans receivable that exceeded 10% of total revenues.

During the nine months ended September 30, 2024, one tenant, Dollar General, accounted for 12.0 % of total revenues.

During the nine months ended September 30, 2023, there were no tenants or borrowers with rental or interest income on loans receivable that exceeded 10% of total revenues.

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

During the three months ended March 31, 2024, one tenant, Dollar General, accounted for 10.4 % 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.

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

Substantially all of the Company’s investments, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis or real estate that secures the Company's investment in mortgage loans receivable.

The Company allocates resources and assesses operating performance based on individual investment and property needs.

Therefore, the Company aggregates these investments for reporting purposes and operates in one reportable segment.

Recent Accounting Pronouncements Issued But Not Yet Adopted

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

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

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

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

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

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

The Company has one reportable segment and continues to evaluate additional disclosures that may be required for entities with a single reportable segment.

The Company is an internally managed real estate company that acquires, owns, invests in, and manages a diversified portfolio of single-tenant retail commercial 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 (loss) income 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”), capitalization rate, tenant credit quality, industry type, and geographic location.

Recent Accounting Pronouncements

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

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

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

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

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

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

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.

Note 3 – Leases

Tenant Leases

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

As of September 30, 2024, exclusive of mortgage loans receivable, the Company’s weighted average remaining lease term was 9.5 years.

As of March 31, 2025, exclusive of mortgage loans receivable, the Company’s weighted average remaining lease term was 9.7 years.

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

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The following table provides a disaggregation of lease income recognized under ASC 842 (in thousands):

Three Months Ended September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Rental revenue

2 unchanged sentences

Variable lease income (2)

2,657 3,047 8,864 9,299

Other rental revenue:

3 unchanged sentences

(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 lease termination fees, and reserves for uncollectible amounts.

There were no material reserves, write-offs, or recoveries of uncollectible amounts during the three and nine months ended September 30, 2024 and 2023.

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 non-cancelable term of the operating leases in place as of September 30, 2024 are as follows (in thousands):

(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 three months ended March 31, 2025 and 2024.

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 March 31, 2025 are as follows (in thousands):

Future Minimum Base

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Note 4 – Real Estate Investments

As of September 30, 2024, the Company owned or had investments in 671 properties, excluding eight property developments where rent has yet to commence.

As of March 31, 2025, the Company had investments in 695 properties, excluding four property developments where rent has yet to commence.

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

The investment portfolio is geographically dispersed throughout 45 states with gross real estate investments in Texas and Illinois representing 12.5 % and 10.7 %, respectively, of the total gross real estate investment of the Company’s investment portfolio.

During the three months ended September 30, 2024, the Company acquired 22 properties for a total purchase price of $ 111.5 million, inclusive of $ 1.1 million of capitalized acquisition costs.

During the three months ended September 30, 2023, the Company acquired 21 properties for a total purchase price of $ 95.3 million, inclusive of $ 0.8 million of capitalized acquisition costs.

During the nine months ended September 30, 2024, the Company acquired 68 properties for a total purchase price of $ 302.3 million, inclusive of $ 2.8 million of capitalized acquisition costs.

During the nine months ended September 30, 2023, the Company acquired 69 properties for a total purchase price of $ 259.2 million, inclusive of $ 2.4 million of capitalized acquisition costs.

During the three months ended March 31, 2025, the Company acquired 18 properties for a total purchase price of $ 77.5 million, inclusive of $ 0.9 million of capitalized acquisition costs.

During the three months ended March 31, 2024, the Company acquired 28 properties for a total purchase price of $ 95.2 million, inclusive of $ 1.2 million of capitalized acquisition costs.

The acquisitions were all accounted for as asset acquisitions.

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

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

2024 2023 2024 2023

Three Months Ended March 31,

Land $ 21,274 $ 16,608

3 unchanged sentences

In-place lease intangible assets 6,264 11,293

Above-market lease intangible assets — 479 — 2,022

77,474 95,153

Liabilities assumed

Accounts payable, accrued expense and other liabilities ( 1,007 ) — ( 1,007 ) —

Accounts payable, accrued expenses, and other liabilities ( 6 ) —

Purchase price (including acquisition costs) $ 77,468 $ 95,153

As of September 30, 2024, the Company had six property developments under construction.

During the three months ended September 30, 2024, the Company invested $ 5.0 million in property developments.

During the nine months ended September 30, 2024, the Company invested $ 27.9 million in property developments, including the land acquisition of four new developments with a combined initial purchase price of $ 2.0 million.

During the nine months ended September 30, 2024, the Company completed development on 16 projects and reclassified approximately $ 47.8 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying condensed consolidated balance sheets.

Rent commenced for 14 of the completed developments during the nine months ended September 30, 2024, while rent is expected to commence for the other two completed developments in the fourth quarter of 2024.

The remaining six developments are expected to be substantially completed with rent commencing at various points throughout the fourth quarter of 2024 and the first quarter of 2025.

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, 2024.

During the three months ended September 30, 2023, the Company invested $ 33.2 million in property developments, including the land acquisition of 14 new developments with an initial purchase price of $ 9.6 million.

During the nine months ended September 30, 2023, the Company invested $ 55.5 million in property developments, including the land acquisition of 34 new developments with an initial purchase price of $ 21.6 million.

During the nine months ended September 30, 2023, the Company completed development on 12 projects and reclassified approximately $ 38.8 million from property under development to land, buildings and improvements in the accompanying condensed consolidated balance sheets.

As of March 31, 2025, the Company had three property developments under construction.

During the three months ended March 31, 2025, the Company invested $ 0.7 million in property developments.

During the three months ended March 31, 2025, the Company completed development on one project and reclassified approximately $ 3.8 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying condensed consolidated balance sheets.

Rent is expected to commence for the completed development in the second quarter of 2025.

The remaining three developments are expected to be substantially completed with rent commencing at various points throughout 2025.

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

During the three months ended March 31, 2024, the Company invested $ 11.0 million in property developments, including the land acquisition of two new developments with a combined initial purchase price of $ 0.8 million.

During the three months ended March 31, 2024, the Company completed development on seven projects and reclassified approximately $ 18.4 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying condensed consolidated balance sheets.

Rent commenced for the completed developments at various points throughout 2024.

The purchase price, including acquisitions costs, and subsequent development are included in property under development in the accompanying condensed consolidated balance sheets as of September 30, 2023.

Additionally, during the three months ended September 30, 2024 and 2023, the Company capitalized approximately $ 0.1 million and $ 0.4 million, respectively, of interest expense associated with properties under development.

During both the nine months ended September 30, 2024 and 2023, the Company capitalized approximately $ 0.7 million of interest expense associated with properties under development.

During the three months ended September 30, 2024, the Company sold eight properties for a total sales price, net of disposal costs, of $ 23.0 million, recognizing a net loss of $ 0.1 million.

During the three months ended September 30, 2023, the Company sold four properties for a total sales price, net of disposal costs, of $ 7.2 million, recognizing a net gain of $ 0.4 million.

During the nine months ended September 30, 2024, the Company sold 26 properties for a total sales price, net of disposal costs, of $ 55.6 million, recognizing a net gain of $ 0.9 million.

During the nine months ended September 30, 2023, the Company sold 14 properties for a total sales price, net of disposal costs, of $ 26.5 million, recognizing a net gain of $ 0.7 million.

The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying condensed consolidated balance sheets as of March 31, 2024.

Additionally, during the three months ended March 31, 2025 and 2024, the Company capitalized approximately $ 0.1 million and $ 0.4 million, respectively, of interest expense associated with properties under development.

During the three months ended March 31, 2025, the Company sold 16 properties for a total sales price, net of disposal costs, of $ 38.6 million, recognizing a net gain of $ 2.1 million.

During the three months ended March 31, 2024, the Company sold 12 properties for a total sales price, net of disposal costs, of $ 20.5 million, recognizing a net gain of $ 1.0 million.

Investment in Mortgage Loans Receivable

The Company’s mortgage loans receivable portfolio as of September 30, 2024 and December 31, 2023 is summarized below (in thousands):

The Company’s mortgage loans receivable portfolio as of March 31, 2025, and December 31, 2024, is summarized below (in thousands):

Loan Type Monthly Payment (1)

Number of Secured Properties Effective Interest Rate (2)

Stated Interest Rate Maturity Date September 30, 2024 December 31, 2023

Stated Interest Rate Maturity Date March 31, 2025 December 31, 2024

Mortgage (3) (4)

7 unchanged sentences

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

P+I 1 7.87 % 7.50 % 1/8/2025 — 3,246

Mortgage (3) (4) (7)

15 unchanged sentences

Mortgage I/O 1 7.00 % 7.00 % 9/30/2029 636 636

Mortgage I/O 1 6.50 % 6.50 % 12/23/2029 3,284 3,284

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

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 1/24/2026 1,269 —

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 1/31/2026 1,063 —

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 2/7/2026 1,209 —

Mortgage (3) (4)

I/O 1 9.75 % 9.75 % 2/25/2026 1,010 —

Mortgage (3) (4)

I/O 1 9.75 % 9.75 % 3/12/2026 1,154 —

Mortgage (3) (4)

I/O 1 9.75 % 9.75 % 3/28/2026 1,063 —

Total 145,195 139,483

11 unchanged sentences

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

Maturity dates range from December 5, 2024 to June 18, 2025.

Maturity dates range from June 4, 2025 to August 22, 2025.

Assets Held for Sale

As of September 30, 2024 and December 31, 2023, there were 24 and 23 properties, respectively, classified as held for sale.

During the three months ended September 30, 2024, the Company determined that eight properties previously classified as held for sale no longer met the held for sale criteria as of September 30, 2024.

The Company reclassified the properties' combined carrying value of $ 23.9 million out of assets held for sale and recorded catch-up depreciation of approximately $ 1.5 million during the three months ended September 30, 2024.

As of March 31, 2025 and December 31, 2024, there were 32 and 23 properties, respectively, classified as held for sale.

Provisions for Impairment

The Company recorded provisions for impairment of $ 9.8 million and $ 1.5 million on 18 properties and seven properties for the three months ended September 30, 2024 and 2023, respectively.

The Company recorded provisions for impairment of $ 17.3 million and $ 4.4 million on 40 properties and 10 properties for the nine months ended September 30, 2024 and 2023, respectively.

The Company recorded provisions for impairment of $ 3.6 million on 13 properties for the three months ended March 31, 2025.

The Company recorded provisions for impairment of $ 3.7 million on 12 properties for the three months ended March 31, 2024.

Note 5 – Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Amount Accumulated Amortization Net Carrying Amount Gross

5 unchanged sentences

Below-market leases $ 29,729 $ ( 10,258 ) $ 19,471 $ 29,847 $ ( 9,670 ) $ 20,177

The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of September 30, 2024 and as of December 31, 2023 by category were as follows:

The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of March 31, 2025 and as of December 31, 2024 by category were as follows:

Years Remaining

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

In-place leases 8.5 8.6

4 unchanged sentences

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Amortization:

Amortization of in-place leases $ 5,556 $ 4,875

$ 5,556 $ 4,875

Net adjustment to rental revenue:

2 unchanged sentences

Lease incentives ( 192 ) ( 191 )

$ 170 $ 121 $ 363 $ 517

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, 2024, for the next five years and thereafter (in thousands):

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 March 31, 2025, for the next five years and thereafter (in thousands):

Remainder of 2025

8 unchanged sentences

Amounts Outstanding as of

Maturity Date Fully Extended Maturity Date (1)

September 30, 2024 December 31, 2023

2027 Term Loan (3)

January 15, 2026 January 15, 2027 3.12 % $ 175,000 $ 175,000

Contractual Maturity Date Fully Extended Maturity Date (1)

Interest Rate (2)

March 31, 2025 December 31, 2024

2028 Term Loan (3)

2 unchanged sentences

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

August 11, 2026 August 11, 2027 5.94 % 150,000 80,000

2030 Term Loan A (5)

January 15, 2029 January 15, 2030 3.65 % 175,000 175,000

2030 Term Loan B (6)

January 15, 2029 January 15, 2030 5.12 % 175,000 —

January 15, 2029 January 15, 2030 5.45 % 114,500 239,000

Mortgage Note November 1, 2027 — 4.53 % 8,164 8,205

5 unchanged sentences

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

( 2 ) Rate represents the effective interest rate as of September 30, 2024 and includes the effect of interest rate swap agreements, as described further in “Note 6 - Debt” and “Note 7 - Derivative Financial Instruments.”

(3) Loan is a floating-rate loan which resets daily at daily SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin which was 1.15 % as of September 30, 2024.

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

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

(4) Loan is a floating-rate loan which resets monthly at one-month term SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin which was 1.15 % as of September 30, 2024.

(2) Rate represents the effective interest rate as of March 31, 2025 and includes the effect of interest rate swap agreements, as described further in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments.”

(3) Loan is a floating-rate loan which resets daily at daily simple SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of March 31, 2025.

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

(5) Loan is a floating-rate loan which resets daily at daily SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin which was 1.15 % as of September 30, 2024.

(4) Loan is a floating-rate loan which resets daily at daily simple SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of March 31, 2025.

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

(6) The annual interest rate of the Revolver assumes daily SOFR as of September 30, 2024 of 4.84 % plus a SOFR adjustment of 0.10 % plus the applicable margin which was 1.00 % as of September 30, 2024.

(5) On January 15, 2025, the Company amended the 2027 Term Loan, providing for the 2030 Term Loan A (as described below).

Loan is a floating-rate loan which resets daily at daily simple SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of March 31, 2025.

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

(6) Loan is a floating-rate loan which resets daily at daily simple SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of March 31, 2025.

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

(7) The annual interest rate of the Revolver assumes daily simple SOFR as of March 31, 2025 of 4.35 % plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.00 % as of March 31, 2025.

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

The Company reclassed 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.

2029 Term Loan

On July 3, 2023, the Company entered into an agreement (the “2029 Term Loan 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 2029 Term Loan Agreement, be increased to an amount of up to $ 400.0 million at the Company’s request.

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.

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.

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

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

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

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

1 unchanged sentence

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

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

Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the 2029 Term Loan Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.

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

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

Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the Truist Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.

After the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 0.80 % to 1.60 % or (ii) Base Rate, plus a margin ranging from 0.00% to 0.60 %, in each case based on the Company’s Investment Grade Rating.

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

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

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

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

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

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

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

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

Credit Facility

On August 11, 2022, the Company entered into a sustainability-linked senior unsecured credit facility consisting of (i) a $ 200.0 million senior unsecured term loan (the “2028 Term Loan”) and (ii) a $ 400.0 million senior unsecured revolving credit facility (the “Revolver”, and together with the 2028 Term Loan, the “Credit Facility”).

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

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 under the existing PNC Credit Agreement);

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”).

The PNC Credit Facility may be increased in an amount of up to $ 1,400.0 million in the aggregate.

The 2028 Term Loan matures on February 11, 2028.

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

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

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

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

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

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

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

Prior to the date the Company obtains an Investment Grade Rating (as defined in the PNC Credit Agreement), interest rates are based on the Company’s consolidated total leverage ratio and are determined by (A) in the case of the 2028 Term Loan and the 2030 Term Loan B, either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.15 % to 1.60 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio;

and (B) in the case of the Revolver either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.00 % to 1.45 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.45 %, based on the Company’s consolidated total leverage ratio.

and (B) in the case of the Revolver either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 0.725 % to 1.40 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.00% to 0.40 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio.

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

1 unchanged sentence

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

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

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

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

The Company has fully hedged the 2028 Term Loan with an all-in interest rate of 3.88 %, and the 2030 Term Loan B with an all-in interest rate of 5.12 %.

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

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

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

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

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

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

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

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

2027 Term Loan

In December 2019, the Company entered into an agreement governing a $ 175.0 million senior unsecured term loan that was scheduled to mature in December 2024 (the “2024 Term Loan”).

On June 15, 2023, the Company amended and restated the agreement governing the 2024 Term Loan to provide for a $ 175.0 million senior unsecured term loan with a maturity date of January 15, 2026 that is subject to a one year extension option at the Company’s election (subject to certain conditions) (the “2027 Term Loan”).

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

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

Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the 2027 Term Loan), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.

Interest is payable monthly or at the end of the applicable interest period in arrears.

The Company has fully hedged the 2027 Term Loan.

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 “First Amended 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 First Amended Wells Fargo Credit Agreement (as amended, 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”).

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

The interest rate applicable to the 2030 Term Loan A is determined by the Company’s Investment Grade Rating (as defined in the Wells Fargo Credit Agreement).

Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the Wells Fargo Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.

The Company has fully hedged the 2030 Term Loan A with an all-in interest rate of 3.65 %.

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

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

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

Mortgage Note Payable

As of September 30, 2024, the Company had total gross mortgage indebtedness of $ 8.3 million, which was collateralized by related real estate and a tenant’s lease with an aggregate net book value of $ 12.3 million.

As of March 31, 2025, the Company had total gross mortgage indebtedness of $ 8.2 million, which was collateralized by related real estate and a tenant’s lease with an aggregate net book value of $ 12.0 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.

1 unchanged sentence

Debt Maturities

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

As of September 30, 2024, scheduled debt maturities, including balloon payments, are as follows (in thousands):

Scheduled Principal Balloon Payment (1)

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

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

Scheduled Principal Payment Balloon Payment (1)

Remainder of 2025 $ 133 $ — $ 133

7 unchanged sentences

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,

2024 2023 2024 2023

Three Months Ended March 31,

Revolving credit facilities (1)

1 unchanged sentence

Term loans (2)

6,528 4,428 18,728 9,597

Mortgage note payable 93 95

1 unchanged sentence

Amortization of debt discount and debt issuance costs, net 442 349

Amortization of deferred gains on interest rate swaps ( 990 ) ( 1,134 ) ( 2,949 ) ( 1,134 )

Amortization of deferred losses (gains) on interest rate swaps 705 ( 979 )

Capitalized interest ( 50 ) ( 353 )

Total interest expense, net $ 11,460 $ 6,180

(1) Includes facility fees and non-utilization fees of approximately $ 0.2 million for both the three months ended September 30, 2024 and 2023, and facility fees of $ 0.5 million for both the nine months ended September 30, 2024 and 2023.

(1) Includes facility fees and non-utilization fees of approximately $ 0.2 million for both the three months ended March 31, 2025 and 2024.

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

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

During the three months ended September 30, 2024 and 2023, term loans had a weighted average interest rate, exclusive of amortization of deferred financing costs and the effects of interest rate hedges, of 6.62 % and 6.53 %, respectively.

During the nine months ended September 30, 2024 and 2023, term loans had a weighted average interest rate, exclusive of amortization of deferred financing costs and the effects of interest rate hedges, of 6.67 % and 5.09 %, respectively.

During the three months ended September 30, 2024 and 2023, the Company incurred interest expense on revolving credit facilities with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 6.45 % and 7.05 %, respectively.

During the nine months ended September 30, 2024 and 2023, the Company incurred interest expense on revolving credit facilities with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 6.49 % and 5.98 %, respectively.

During the three months ended March 31, 2025 and 2024, term loans had a weighted average interest rate, exclusive of amortization of deferred financing costs and the effects of interest rate hedges, of 5.45 % and 6.69 %, respectively.

During the three months ended March 31, 2025 and 2024, the Company incurred interest expense on revolving credit facilities with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 5.36 % and 6.54 %, respectively.

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

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

The Company was in compliance with all of its debt covenants as of September 30, 2024 and expects to be in compliance for the twelve-month period ending December 31, 2024.

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

Note 7 – Derivative Financial Instruments

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

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

The interest rate for the variable rate 2029 Term Loan is based on the hedged fixed rate of 3.74 % compared to the variable 2029 Term Loan daily SOFR rate as of September 30, 2024 of 4.83 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

Effective July 3, 2023, interest rate derivative contracts were initiated to hedge the variable cash flows associated with the 2029 Term Loan.

The interest rate for the variable rate 2029 Term Loan is based on the hedged fixed rate of 3.74 % compared to the variable 2029 Term Loan daily simple SOFR rate as of March 31, 2025 of 4.36 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

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

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

The interest rate for the variable rate 2028 Term Loan is based on the hedged fixed rate of 2.63 % compared to the variable 2028 Term Loan one-month SOFR rate as of September 30, 2024 of 5.20 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

Effective September 1, 2022, interest rate derivative contracts were initiated to hedge the variable cash flows associated with the 2028 Term Loan.

The interest rate for the variable rate 2028 Term Loan is based on the hedged fixed rate of 2.63 % compared to the variable 2028 Term Loan daily simple SOFR rate as of March 31, 2025 of 4.32 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

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

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

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

The interest rate on the variable 2027 Term Loan includes a daily SOFR rate as of September 30, 2024 of 4.83 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

Effective November 27, 2023 and December 23, 2024, interest rate derivative contracts were initiated to hedge the variable cash flows associated with the 2027 Term Loan through its fully extended maturity date, at hedged fixed rates of 1.87 % and 2.40 %, respectively.

On January 15, 2025, the Company amended the 2027 Term Loan, providing for the 2030 Term Loan A, with a fully extended maturity date of January 15, 2030.

The interest rate on the variable rate 2030 Term Loan A includes a daily simple SOFR rate as of March 31, 2025 of 4.31 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

The maturity date of the interest rate swaps is January 23, 2027.

Effective February 3, 2025, interest rate derivative contracts were initiated to hedge the variable cash flows associated with the 2030 Term Loan B.

The interest rate for the variable rate 2030 Term Loan B is based on the hedged fixed rate of 3.87 % compared to the variable 2030 Term Loan B daily simple SOFR rate as of March 31, 2025 of 4.35 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.

The maturity dates of the interest rate swaps coincide with the fully extended maturity date of the 2030 Term Loan B.

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

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Number of Instruments Notional

Interest Rate Derivatives September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023

Interest Rate Derivatives March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024

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

The following table presents the fair value of the Company's derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 (in thousands):

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 (in thousands):

Derivative Assets

1 unchanged sentence

Derivatives Designated as Hedging Instruments:

Balance Sheet Location September 30, 2024 December 31, 2023

Balance Sheet Location March 31, 2025 December 31, 2024

Interest rate swaps Other assets, net $ 9,350 $ 16,426

2 unchanged sentences

Derivatives Designated as Hedging Instruments:

Balance Sheet Location September 30, 2024 December 31, 2023

Balance Sheet Location March 31, 2025 December 31, 2024

Interest rate swaps Accounts payable, accrued expenses, and other liabilities $ 3,493 $ —

The following table presents the effect of the Company's interest rate swaps on the condensed consolidated statements of operations and comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023 (in thousands):

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

The following table presents the effect of the Company’s interest rate swaps in the condensed consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2025 and 2024 (in thousands):

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

(Effective Portion)

Derivatives in Cash Flow Hedging Relationships 2025 2024 2025 2024

For the Three Months Ended September 30

Interest Rate Products $ ( 8,372 ) $ 13,761 Interest expense, net $ 1,492 $ 4,633

For the Nine Months Ended September 30

Interest Rate Products $ 2,933 $ 18,388 Interest expense, net $ 14,389 $ 11,513

The Company did not exclude any amounts from the assessment of hedge effectiveness for the three and nine months ended September 30, 2024 and 2023.

The Company did not exclude any amounts from the assessment of hedge effectiveness for the three months ended March 31, 2025 and 2024.

During the next twelve months, the Company estimates that an additional $ 2.8 million will be reclassified as a decrease to interest expense.

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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.

To comply with the provisions of ASC 820, Fair Value Measurement, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties.

However, as of September 30, 2024, 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.

However, as of March 31, 2025, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

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

The table below presents the Company’s derivative assets measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

The table below presents the Company’s derivative assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Fair Value Hierarchy Level

Description Level 1 Level 2 Level 3 Total Fair Value

September 30, 2024

March 31, 2025

Derivative assets $ — $ 9,350 $ — $ 9,350

2 unchanged sentences

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

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

Note 8 – Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets

Other assets, net consist of the following (in thousands):

September 30, 2024 December 31, 2023

Other assets, net consists of the following (in thousands):

March 31, 2025 December 31, 2024

Accounts receivable, net $ 10,375 $ 9,809

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$ 60,338 $ 58,227

Accounts payable, accrued expenses and other liabilities consists of the following (in thousands):

September 30, 2024 December 31, 2023

Accounts payable, accrued expenses, and other liabilities consist of the following (in thousands):

March 31, 2025 December 31, 2024

Accrued expenses $ 6,796 $ 4,961

8 unchanged sentences

$ 32,482 $ 29,664

Note 9 – Shareholders’ Equity, Partners’ Capital and Preferred Equity

Note 9 – Shareholders’ Equity

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

• In March 2023, the Company issued 146,745 shares of common stock under the 2021 ATM Program at a weighted average price of $ 20.22 per share for net proceeds of approximately $ 2.9 million, net of sales commissions and offering costs of less than $ 0.1 million.

The Company contributed the net proceeds to the Operating Partnership in exchange for 146,745 Class A units of limited partnership of the Operating Partnership (“Class A OP Units”).

• In June 2023, the Company issued 1,364,815 shares of common stock under the 2021 ATM Program at a weighted average price of $ 17.53 per share for net proceeds of approximately $ 23.4 million, net of sales commissions and offering costs of $ 0.3 million.

The Company contributed the net proceeds to the Operating Partnership in exchange for 1,364,815 Class A OP Units.

• In August 2023, the Company issued 109,725 shares of common stock at a weighted average price of $ 17.18 per share for net proceeds of approximately $ 1.8 million, net of sales commissions and offering costs of $ 0.1 million.

The Company contributed the net proceeds to the Operating Partnership in exchange for 109,725 Class A OP Units.

• In September 2023, the Company issued 46,228 shares of common stock at a weighted average price of $ 17.09 per share for net proceeds of approximately $ 0.8 million, net of sales commissions and offering costs of less than $ 0.1 million.

The Company contributed the net proceeds to the Operating Partnership in exchange for 46,228 Class A OP Units.

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

• On September 28, 2023, the Company partially physically settled 1,516,289 shares of common stock at a price of $ 16.49 per share under such forward sale agreement for net proceeds of approximately $ 24.8 million, net of sales commissions and offering costs of $ 0.2 million.

The Company contributed the net proceeds to the Operating Partnership in exchange for 1,516,289 Class A OP Units.

• On June 26, 2024, the Company partially physically settled 4,000,000 shares of common stock at a price of $ 16.43 per share under such forward sale agreement for net proceeds of approximately $ 65.3 million, net of sales commissions and offering costs of $ 0.7 million.

The Company contributed the net proceeds to the Operating Partnership in exchange for 4,000,000 Class A OP Units.

• On September 26, 2024, the Company physically settled 1,983,711 shares of common stock at a price of $ 16.41 per share under such forward sale agreement for net proceeds of approximately $ 32.3 million, net of sales commissions and offering costs of $ 0.4 million.

The Company contributed the net proceeds to the Operating Partnership in exchange for 1,983,711 Class A OP Units.

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

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

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

On March 28, 2024, the Company entered into a forward sale agreement with respect to 107,500 shares of its common stock under the 2023 ATM Program, at a public offering price of $ 18.29 per share.

As of September 30, 2024, 107,500 shares remain unsettled under the forward sale agreement.

The Company may physically settle this forward sale agreement (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 April 12, 2025.

During April 2024, the Company entered into forward sale agreements with respect to an aggregate 1,635,600 shares of its common stock under the 2023 ATM Program at a weighted average price of $ 17.63 per share.

As of September 30, 2024, 1,635,600 shares remain unsettled under the forward sale agreements.

The Company may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than April 12, 2025.

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

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

As of March 31, 2025, 1,743,100 shares remain unsettled under 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 may sell shares of its common stock in registered transactions.

Effective August 12, 2024, in connection with the establishment of the new at-the-market offering program, the 2023 ATM Program was terminated.

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

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

During August and September 2024, the Company entered into forward sale agreements with respect to 152,547 shares of its common stock under the 2024 ATM Program, at a public offering price of $ 17.13 per share.

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

As of March 31, 2025, 152,547 shares remain unsettled under the forward sale agreements.

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

Maximum Sales Authorization Gross Settlements through September 30, 2024 (1)

Maximum Sales Authorization Gross Settlements through March 31, 2025 (1)

Program Name Date Established Date Terminated

5 unchanged sentences

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

(2) As of September 30, 2024, 1,743,100 shares remain unsettled under the forward sale agreements at the available net settlement price of $ 17.53 .

(3) As of September 30, 2024, 152,547 shares remain unsettled under the forward sale agreements at the available net settlement price of $ 16.95 .

(2) As of March 31, 2025, 1,743,100 shares remain unsettled under the forward sale agreements at the available net settlement price of $ 17.44 .

(3) As of March 31, 2025, 152,547 shares remain unsettled under the forward sale agreements at the available net settlement price of $ 16.87 .

As of March 31, 2025, $ 300.0 million of remaining gross proceeds are available for future issuances of shares of common stock under the 2024 ATM Program, inclusive of unsettled shares under forward sale agreements.

January 2024 Follow-On Offering

2 unchanged sentences

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

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

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

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

As of September 30, 2024, 8,840,000 shares remain unsettled under the January 2024 forward sale agreements.

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

Surrendered Shares on Vested Stock Unit Awards

During the nine months ended September 30, 2024 and 2023, portions of restricted stock unit awards (“RSUs”) granted to certain of the Company’s officers, directors, and employees vested.

During the three months ended March 31, 2025 and 2024, 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.

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, 2024 and 2023, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender an approximate total of 77 thousand and 25 thousand RSUs, respectively, valued at approximately $ 1.3 million and $ 0.5 million, respectively, solely to pay the associated statutory tax withholding.

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.

During the nine months ended September 30, 2024, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Nine Months Ended September 30, 2024

During the three months ended March 31, 2025 and 2024, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender approximately 40 thousand and 62 thousand RSUs valued at approximately $ 0.6 million and $ 1.1 million, respectively, solely to pay the associated statutory tax withholding.

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.

During the three months ended March 31, 2025, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Three Months Ended March 31, 2025

Declaration Date Dividend Per Share Record Date Total Amount Payment Date

February 21, 2025 $ 0.210 March 14, 2025 $ 17,157 March 31, 2025

April 23, 2024 0.205 June 3, 2024 15,042 June 14, 2024

July 23, 2024 0.210 September 3, 2024 16,251 September 13, 2024

$ 0.620 $ 46,324

During the nine months ended September 30, 2023, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Nine Months Ended September 30, 2023

During the three months ended March 31, 2024, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Three Months Ended March 31, 2024

Declaration Date Dividend Per Share Record Date Total Amount Payment Date

February 13, 2024 $ 0.205 March 15, 2024 $ 15,031 March 28, 2024

April 25, 2023 0.200 June 1, 2023 12,173 June 15, 2023

July 24, 2023 0.205 September 1, 2023 13,768 September 15, 2023

$ 0.605 $ 37,591

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

Accordingly, during each of the nine months ended September 30, 2024 and 2023, the Operating Partnership paid distributions of $ 0.3 million to holders of OP Units.

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

Accordingly, during both of the three months ended March 31, 2025 and 2024, the Operating Partnership paid distributions of $ 0.1 million to holders of OP Units.

Noncontrolling Interests

1 unchanged sentence

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

As of September 30, 2024 and December 31, 2023, noncontrolling interests represented 0.5 % and 0.7 %, respectively, of OP Units.

During the three months ended September 30, 2024 and 2023, OP Unit holders redeemed 12,102 and 19,932 OP Units, respectively, into shares of common stock on a one -for-one basis.

During the nine months ended September 30, 2024 and 2023, OP Unit holders redeemed 54,342 and 25,626 OP Units, respectively, into shares of common stock on a one -for-one basis.

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

During the three months ended March 31, 2024, OP Unit holders redeemed 7,119 OP Units into shares of common stock on a one -for-one basis.

There were no OP Unit redemptions during the three months ended March 31, 2025.

Note 10 – Stock-Based Compensation

2 unchanged sentences

The Omnibus Incentive Plan is administered by the Compensation Committee of the Board of Directors.

As of September 30, 2024, the only stock-based compensation granted by the Company were RSUs.

The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive (loss) income was $ 1.4 million and $ 1.3 million for the three months ended

September 30, 2024 and 2023, respectively.

Stock-based compensation expense was $ 4.7 million and $ 3.6 million for the nine months ended September 30, 2024 and 2023, respectively.

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

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

Performance-Based RSUs (effectiveness of Initial Public Offering)

Pursuant to the Omnibus Incentive Plan, the Company made performance-based RSUs to certain employees and non-employee directors.

The performance condition required the Company to effectively file a resale registration statement.

Up until the point of filing the registration statement, performance was not deemed probable and accordingly, no RSUs had the capability of vesting and no stock-based compensation expense was recorded.

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

The vesting terms of these grants are specific to the individual grant and are expected to fully vest during the current year.

The following table summarizes performance-based RSU activity for the period ended September 30, 2024:

Shares Weighted Average Grant Date Fair Value per Share

Unvested RSU grants outstanding as of December 31, 2023 30,379 $ 19.75

Granted during the period — —

Forfeited during the period — —

Vested during the period — —

Unvested RSU grants outstanding as of September 30, 2024 30,379 $ 19.75

For both the three and nine months ended September 30, 2024, the Company recognized less than $ 0.1 million in stock-based compensation expense associated with performance-based RSUs.

As of September 30, 2024 and December 31, 2023, the remaining unamortized stock-based compensation expense totaled less than $ 0.1 million, and as of September 30, 2024, these awards are expected to be recognized over a remaining weighted average period of 0.2 years.

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

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

Service-Based RSUs

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

The following table summarizes service-based RSU activity for the period ended September 30, 2024:

The following table summarizes service-based RSU activity for the period ended March 31, 2025:

Shares Weighted Average Grant Date Fair Value per Share

3 unchanged sentences

Vested during the period ( 136,338 ) 18.73

Unvested RSU grants outstanding as of September 30, 2024 327,712 $ 18.40

For the three and nine months ended September 30, 2024, the Company recognized $ 0.8 million and $ 2.6 million, respectively, in stock-based compensation expense associated with service-based RSUs.

As of September 30, 2024 and December 31, 2023, the remaining unamortized stock-based compensation expense totaled $ 4.0 million and $ 3.4 million, respectively, and as of September 30, 2024, these awards are expected to be recognized over a remaining weighted average period of 1.9 years.

Unvested RSU grants outstanding as of March 31, 2025 468,448 $ 15.90

For the three months ended March 31, 2025, the Company recognized $ 0.8 million in stock-based compensation expense associated with service-based RSUs.

As of March 31, 2025 and December 31, 2024, the remaining unamortized stock-based compensation expense totaled $ 6.3 million and $ 3.3 million, respectively, and as of March 31, 2025, these awards are expected to be recognized over a remaining weighted average period of 2.3 years.

Stock-based compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award.

3 unchanged sentences

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

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

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

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

1 unchanged sentence

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

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

The following table summarizes market-based RSU activity for the period ended September 30, 2024:

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

The following table summarizes market-based RSU activity for the period ended March 31, 2025:

Shares Weighted Average Grant Date Fair Value per Share

2 unchanged sentences

Forfeited during the period ( 68,525 ) 22.38

Vested during the period ( 46,660 ) 20.36

Unvested RSU grants outstanding as of September 30, 2024 305,671 $ 18.76

For the three and nine months ended September 30, 2024, the Company recognized $ 0.5 million and $ 1.6 million, respectively, in stock-based compensation expense associated with market-based RSUs.

As of September 30, 2024 and December 31, 2023, the remaining unamortized stock-based compensation expense totaled $ 3.0 million and $ 2.1 million, respectively, and as of September 30, 2024, these awards are expected to be recognized over a remaining weighted average period of 2.0 years.

Unvested RSU grants outstanding as of March 31, 2025 392,130 $ 16.31

For the three months ended March 31, 2025, the Company recognized $ 0.5 million in stock-based compensation expense associated with market-based RSUs.

As of March 31, 2025, the remaining unamortized stock-based compensation expense totaled $ 4.4 million and as of March 31, 2025, these awards are expected to be recognized over a remaining weighted average period of 2.3 years.

Alignment of Interest Program

During March 2021, the Company adopted the Alignment of Interest Program (the “Program”), which allows employees to elect to receive a portion of their annual bonus in RSUs in the first quarter of the following year, that vests 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.

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

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 2024 under the Program was approximately $ 1.7 million.

The total estimated fair value of the elections made for 2025 under the Program was approximately $ 0.7 million as of March 31, 2025.

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

For the three and nine months ended September 30, 2024, the Company recognized approximately $ 0.1 million and $ 0.3 million, respectively, in stock-based compensation expense associated with these awards.

For the three months ended March 31, 2025, the Company recognized less than $ 0.1 million in stock-based compensation expense associated with these awards.

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

Note 11 – (Loss) Earnings Per Share

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

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

Note 11 – Earnings Per Share

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

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

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

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

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net (loss) income per common share for the three and nine months ended September 30, 2024 and 2023.

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

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per common share for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

(In thousands, except share and per share data) 2025 2024

Net (loss) income $ ( 5,322 ) $ 4,239 $ ( 6,576 ) $ 4,928

Net loss (income) attributable to noncontrolling interest 27 ( 24 ) 35 ( 32 )

Net (loss) income attributable to common shares, basic ( 5,295 ) 4,215 ( 6,541 ) 4,896

Net (loss) income attributable to noncontrolling interest ( 27 ) 24 ( 35 ) 32

Net (loss) income attributable to common shares, diluted $ ( 5,322 ) $ 4,239 $ ( 6,576 ) $ 4,928

Net income $ 1,700 $ 1,052

Net (income) attributable to noncontrolling interest ( 9 ) ( 7 )

Net income attributable to common shares, basic 1,691 1,045

Net income attributable to noncontrolling interest 9 7

Net income attributable to common shares, diluted $ 1,700 $ 1,052

Weighted average common shares outstanding, basic 81,644,492 73,248,804

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Weighted average common shares outstanding, diluted 82,132,524 74,565,790

Net (loss) income available to common stockholders per common share, basic $ ( 0.07 ) $ 0.06 $ ( 0.09 ) $ 0.08

Net (loss) income available to common stockholders per common share, diluted $ ( 0.07 ) $ 0.06 $ ( 0.09 ) $ 0.08

For the three months ended September 30, 2024, diluted net loss per common share does not assume the conversion of 433,942 OP Units, 115,703 unvested RSUs, or 10,219 unsettled shares under open forward equity contracts as such conversion would be antidilutive.

For the nine months ended September 30, 2024, diluted net loss per common share does not assume the conversion of 450,952 OP Units, 117,761 unvested RSUs, or 311,475 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.

As of September 30, 2024 and December 31, 2023, there were 424,956 and 479,298 of OP Units outstanding, respectively.

Net income available to common stockholders per common share, basic $ 0.02 $ 0.01

Net income available to common stockholders per common share, diluted $ 0.02 $ 0.01

As of March 31, 2025 and December 31, 2024, there were 424,956 OP Units outstanding.

Note 12 – Commitments and Contingencies

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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.

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 notes receivable.

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, 2024, the Company had tenant improvement allowance commitments totaling approximately $ 5.1 million, which is expected to be funded within the next two years .

Additionally, as of September 30, 2024, the Company had commitments to fund properties under development totaling $ 11.2 million, which is expected to be funded over the next nine months .

The Company also had commitments to extend funds under mortgage notes receivable of $ 13.5 million as of September 30, 2024, which is expected to occur over the next 12 months.

As of March 31, 2025, the Company had tenant improvement allowance commitments totaling approximately $ 4.1 million, which is expected to be funded within the next two years .

Additionally, as of March 31, 2025, the Company had commitments to fund three properties under development totaling $ 7.0 million, which is expected to be funded over the next nine months.

The Company also had commitments to extend funds under mortgage loans receivable of $ 10.9 million as of March 31, 2025, which is expected to occur over the next 12 months.

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

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Annual rent expense, excluding operating expenses, is approximately $ 0.5 million during the initial term.

As of September 30, 2024, 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.

As of March 31, 2025, the Company did not have any other material commitments for re-leasing costs, recurring capital expenditures, non-recurring building improvements, or similar types of costs.

Note 13 – Subsequent Events

The Company has evaluated all events that occurred subsequent to September 30, 2024 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.

The Company has evaluated all events that occurred subsequent to March 31, 2025 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 18, 2024, the Company's Board of Directors declared a cash dividend of $ 0.21 per share for the fourth quarter of 2024.

The dividend will be paid on December 13, 2024 to shareholders of record on December 2, 2024.

On April 25, 2025, the Company’s Board of Directors declared a cash dividend of $ 0.21 per share for the second quarter of 2025.

The dividend will be paid on June 16, 2025 to stockholders of record on June 2, 2025.

Revolver Activity

In October 2024, the Company paid $ 32.0 million on the Revolver.

In April 2025, the Company borrowed $ 21.5 million, net of repayments, under the Revolver which will be used for general corporate purposes, including the acquisition of properties in the Company’s pipeline.

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

What changed 10-Q

Item 1. Financial Statements