What changed in this filing

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Item 1. Financial Statements

2025-07-23 compared with 2025-04-28 · 283 added, 196 removed, 610 unchanged (44% of the section changed)

4 unchanged sentences

(In thousands, except share and per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Real estate, at cost:

22 unchanged sentences

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

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

83,465,051 and 81,602,232 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,538,592 1,507,995

Distributions in excess of retained earnings ( 217,589 ) ( 188,046 )

Accumulated other comprehensive income 393 10,206

Accumulated other comprehensive (loss) income ( 5,222 ) 10,206

Total stockholders’ equity 1,316,616 1,330,971

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Rental revenue (including reimbursable) $ 45,158 $ 36,864 $ 87,748 $ 72,053

13 unchanged sentences

Loss on debt extinguishment — — ( 46 ) —

Other expense, net ( 205 ) ( 280 )

Other income (expense), net 81 ( 2,588 ) ( 124 ) ( 2,868 )

Total other expense, net ( 9,024 ) ( 10,184 ) ( 18,660 ) ( 15,646 )

Net income before income taxes 1,716 1,069

Net income (loss) before income taxes 3,302 ( 2,294 ) 5,018 ( 1,225 )

Income tax expense ( 13 ) ( 12 ) ( 29 ) ( 29 )

Net income 1,700 1,052

Net income attributable to noncontrolling interests 9 7

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

Net income (loss) 3,289 ( 2,306 ) 4,989 ( 1,254 )

Net income (loss) attributable to noncontrolling interests 17 ( 15 ) 26 ( 8 )

Net income (loss) income attributable to common stockholders $ 3,272 $ ( 2,291 ) $ 4,963 $ ( 1,246 )

Amounts available to common stockholders per common share:

5 unchanged sentences

Other comprehensive (loss) income:

Net income $ 1,700 $ 1,052

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

Net income (loss) $ 3,289 $ ( 2,306 ) $ 4,989 $ ( 1,254 )

Change in value of derivatives, net ( 5,644 ) ( 420 ) ( 15,508 ) 8,708

Total comprehensive (loss) income $ ( 2,355 ) $ ( 2,726 ) $ ( 10,519 ) $ 7,454

7 unchanged sentences

Shares Par Value Additional

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

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

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

7 unchanged sentences

Balance at March 31, 2025 81,698,909 $ 817 $ 1,508,809 $ ( 203,524 ) $ 393 $ 1,306,495 $ 7,030 $ 1,313,525

Issuance of common stock in public offerings, net of issuance costs 1,757,815 18 28,334 — — 28,352 — 28,352

Dividends and distributions declared on common stock and OP Units — — — ( 17,159 ) — ( 17,159 ) ( 89 ) ( 17,248 )

Dividends declared on restricted stock, net — — — ( 178 ) — ( 178 ) — ( 178 )

Vesting of restricted stock units 13,096 — — — — — — —

Repurchase of common stock for tax withholding obligations ( 4,769 ) — ( 72 ) — — ( 72 ) — ( 72 )

Stock-based compensation, net — — 1,521 — — 1,521 — 1,521

Other comprehensive loss — — — — ( 5,615 ) ( 5,615 ) ( 29 ) ( 5,644 )

Net income — — — 3,272 — 3,272 17 3,289

Balance at June 30, 2025 83,465,051 $ 835 $ 1,538,592 $ ( 217,589 ) $ ( 5,222 ) $ 1,316,616 $ 6,929 $ 1,323,545

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

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

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

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(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

Net income $ 1,700 $ 1,052

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

Net income (loss) $ 4,989 $ ( 1,254 )

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

Depreciation and amortization 42,429 36,084

7 unchanged sentences

Loss on debt extinguishment 46 —

Loss on involuntary conversion of buildings and improvements — 414

Loss on involuntary conversion of building and improvements — 905

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

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Cash flows from financing activities

Issuance of common stock in public offerings, net 28,352 65,324

Payment of common stock dividends ( 34,316 ) ( 30,073 )

7 unchanged sentences

Repurchase of common stock for tax withholding obligations ( 645 ) ( 1,229 )

Deferred offering costs ( 60 ) ( 423 )

Deferred financing costs ( 6,279 ) —

Payment of deferred offering costs ( 233 ) ( 614 )

Payment of deferred financing costs ( 6,279 ) —

Net cash provided by financing activities 49,398 150,702

3 unchanged sentences

Supplemental disclosures of cash flow information:

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

Cash paid for interest, net of amounts capitalized $ 20,812 $ 13,437

Cash received for income taxes, net $ ( 3 ) $ ( 8 )

Supplemental disclosures of non-cash investing and financing activities:

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

Dividends declared and unpaid on restricted stock $ 190 $ 139

Deferred offering costs included in accounts payable, accrued expenses, and other liabilities $ 73 $ 22

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

Cash flow hedge change in fair value $ ( 16,925 ) $ 10,666

Increase in mortgage loan receivable in exchange for disposition of real estate $ 8,450 $ —

Accrued capital expenditures and real estate development and improvement costs $ 1,950 $ 2,657

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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 properties, subject to long-term net leases with high-credit-quality tenants across the United States.

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

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

As of 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.

As of June 30, 2025, the Company owned or had investments in 707 properties located in 45 states.

Note 2 – Summary of Significant Accounting Policies

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

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

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

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

The results of operations for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results for the full year.

Use of Estimates

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

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

Three Months Ended March 31,

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

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

2025 2024 2025 2024

Total provision for impairment $ 4,422 $ 3,836 $ 8,038 $ 7,498

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Classified as held for investment — 2 1 6

(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 March 31, 2025, the Company recorded $ 0.3 million of impairment expense on one property held for investment.

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

Cash, Cash Equivalents, and Restricted Cash

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

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.

The Company had $ 16.7 million of restricted cash as of June 30, 2025, and $ 7.9 million of restricted cash as of December 31, 2024.

The Company’s bank balances as of June 30, 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 March 31, 2025 and December 31, 2024.

The fair values of financial instruments are estimates based on market conditions and perceived risks as of June 30, 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 March 31, 2025:

Additionally, the Company believes the following financial instruments have carrying values that approximate their fair values as of June 30, 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 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.

Provisions for impairment recognized during the three and six months ended June 30, 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 June 30, 2025, there were eight properties held for investment accounted for at fair value.

These eight 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 $ 16.8 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 Company estimated the fair values as of June 30, 2025 using capitalization rates ranging from 7.4 % 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

June 30, 2025 December 31, 2024

Carrying Value (1)

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Concentrations of Credit Risk

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.

During the three and six months ended June 30, 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 and six months ended June, 30, 2024, one tenant, Dollar General, accounted for 11.3 % and 11.5 % of total revenues, respectively.

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

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

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

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

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

1 unchanged sentence

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.

The CODM uses net income (loss), 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.

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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.

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

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

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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 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.

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

As of June 30, 2025, exclusive of mortgage loans receivable, the Company’s weighted average remaining lease term was 9.8 years.

The Company’s property leases have been classified as operating leases, most of which have scheduled rent increases throughout the lease term.

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

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

Three Months Ended March 31,

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

2025 2024 2025 2024

Rental revenue

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Variable lease income (2)

3,977 2,978 7,405 6,207

Other rental revenue:

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(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):

There were no material reserves, write-offs, or recoveries of uncollectible amounts during the three and six months ended June 30, 2025 and 2024.

Future Minimum Base

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Note 4 – Real Estate Investments

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.

As of June 30, 2025, the Company had investments in 707 properties.

The gross real estate investment portfolio, including properties under development and mortgage loans receivable, totaled approximately $ 2.4 billion and consisted of the gross acquisition cost of land, buildings, improvements, lease intangible assets and liabilities, mortgage loans receivable, and property development costs.

The investment portfolio is geographically dispersed throughout 45 states with gross real estate investments in Texas and Illinois representing 13.1 % and 9.1 %, respectively, of the total gross real estate investment of the Company’s investment portfolio.

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 March 31,

The Company’s gross investment portfolio as of June 30, 2025 and December 31, 2024 is summarized below (dollars in thousands):

Number of Properties Amount of Investment

June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Properties held for investment (1)

589 589 $ 2,229,339 $ 2,164,566

Properties held for sale

30 23 55,979 46,725

Mortgage loans receivable 86 76 152,977 139,483

Properties under development (2)

2 4 1,782 6,118

Total gross investment

707 692 $ 2,440,077 $ 2,356,892

(1) Includes one vacant property for the periods ended June 30, 2025 and December 31, 2024, and one completed development where rent had not commenced as of December 31, 2024.

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

The Company’s acquisitions during the three and six months ended June 30, 2025 and 2024 were all accounted for as asset acquisitions.

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

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

2025 2024 2025 2024

Number of properties acquired 23 18 41 46

Assets acquired

Land $ 53,809 $ 28,264 $ 75,083 $ 44,872

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

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

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 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.

Purchase price (1)

$ 96,528 $ 95,611 $ 173,996 $ 190,764

(1) During the three months ended June 30, 2025 and 2024, the Company capitalized $ 1.0 million and $ 0.6 million of acquisition costs, respectively.

During the six months ended June 30, 2025 and 2024, the Company capitalized $ 1.9 million and $ 1.8 million of acquisition costs, respectively.

The Company’s dispositions during the three and six months ended June 30, 2025 and 2024 are summarized below (dollars in thousands):

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

2025 2024 2025 2024

Number of properties sold 20 6 36 18

Sales price, net of disposal costs $ 55,613 $ 12,064 $ 94,176 $ 32,542

Gain on sales of real estate, net $ 3,533 $ 8 $ 5,608 $ 1,006

The Company’s investment in property developments during the three and six months ended June 30, 2025 and 2024 are summarized below (dollars in thousands):

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

2025 2024 2025 2024

Number of developments acquired — 2 — 4

Purchase price of acquired developments $ — $ 1,221 $ — $ 2,010

Total investment in properties under development (1)

$ 1,412 $ 11,993 $ 2,200 $ 22,961

Number of developments completed (2)

Amounts placed into service (3)

$ 2,740 $ 16,906 $ 6,545 $ 35,243

(1) During the three months ended June 30, 2025 and 2024, the Company capitalized approximately $0.1 million and $ 0.2 million, respectively, of interest expense associated with properties under development.

During the six months ended June 30, 2025 and 2024, the Company capitalized approximately $ 0.1 million and $ 0.6 million, respectively, of interest expense associated with properties under development.

(2) For the two developments completed during the six months ended June 30, 2025, rent commenced in the second quarter of 2025.

For the 14 developments completed during the six months ended June 30, 2024, rent commenced at various points throughout 2024.

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

As of June 30, 2025, the Company had two property developments under construction, which 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 June 30, 2025.

Investment in Mortgage Loans Receivable

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

The Company’s mortgage loans receivable portfolio as of June 30, 2025 and December 31, 2024 is summarized below (dollars in thousands):

Loan Type Monthly Payment (1)

Number of Secured Properties Effective Interest Rate (2)

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

Stated Interest Rate Maturity Date June 30, 2025 December 31, 2024

Mortgage (3) (4)

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I/O 7 10.25 % 10.25 % 2/7/2026 13,086 8,853

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 4/26/2025 2,508 2,095

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 5/15/2025 2,680 1,894

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 7/26/2025 2,063 2,029

Mortgage (3) (4)

I/O 1 10.25 % 10.25 % 8/27/2025 2,764 1,539

Mortgage P+I 1 7.25 % 7.25 % 7/17/2027 4,040 4,076

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Mortgage (3) (4) (9)

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 —

6 9.75 % 9.75 % 9/9/2026 6,091 —

Mortgage I/O 1 7.00 % 7.00 % 5/27/2027 2,400 —

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

Total $ 152,977 $ 139,483

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

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

Assets Held for Sale

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 $ 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.

Maturity dates range from July 30, 2025 to December 18, 2025.

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

Maturity dates range from July 14, 2025 to February 7, 2026.

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

Maturity dates range from March 28, 2026 to September 9, 2026.

Note 5 – Intangible Assets and Liabilities

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Amount Accumulated Amortization Net Carrying Amount Gross

5 unchanged sentences

Below-market leases $ 28,996 $ ( 10,702 ) $ 18,294 $ 29,847 $ ( 9,670 ) $ 20,177

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:

The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of June 30, 2025 and as of December 31, 2024 by category were as follows:

Years Remaining

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

In-place leases 8.5 8.6

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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 March 31,

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

2025 2024 2025 2024

Amortization:

Amortization of in-place leases $ 5,661 $ 5,196 $ 11,217 $ 10,071

$ 5,556 $ 4,875

Net adjustment to rental revenue:

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Lease incentives ( 251 ) ( 189 ) ( 443 ) ( 380 )

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):

$ 6 $ 98 $ 76 $ 193

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 June 30, 2025, for the next five years and thereafter (in thousands):

Remainder of 2025

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Interest Rate (2)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

2028 Term Loan (3)

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(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 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.

(2) Rate represents the effective interest rate as of June 30, 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 June 30, 2025.

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

(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.

(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 June 30, 2025.

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

(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.

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 June 30, 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.

(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 June 30, 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.

(7) The annual interest rate of the Revolver assumes daily simple SOFR as of June 30, 2025 of 4.36 % plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.00 % as of June 30, 2025.

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

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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 %.

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.

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.”

The interest rate hedges are 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 reclassified 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 in 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.

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

The 2028 Term Loan matures on February 11, 2028.

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.

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

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

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

Prior to the date the Company obtains an Investment Grade Rating (as defined in the PNC Credit Agreement), interest rates are based on the Company’s consolidated total leverage ratio and are determined by (A) in the case of the 2028 Term Loan 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;

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 PNC Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio;

and (B) in the case of the Revolver either (i) SOFR, plus a 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.

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 and the 2030 Term Loan B, 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 and consolidated total leverage ratio, or (ii) a Base Rate (as defined in the PNC Credit Agreement), plus a margin ranging from 0.00 % to 0.60 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio and (B) in the case of the Revolver either (i) SOFR, plus a 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, 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.

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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 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.

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

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

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

7 unchanged sentences

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

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

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

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Mortgage Note Payable

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.

As of June 30, 2025, the Company had total gross mortgage indebtedness of $ 8.1 million, which was collateralized by related real estate and a tenant’s lease with an aggregate net book value of $ 11.9 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.

2 unchanged sentences

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):

As of June 30, 2025, scheduled debt maturities, including balloon payments, are as follows (in thousands):

Scheduled Principal Payment Balloon Payment (1)

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The following table is a summary of the components of interest expense related to the Company’s borrowings (in thousands):

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Revolving credit facilities (1)

1 unchanged sentence

Term loans (2)

8,993 6,491 17,551 12,200

Mortgage note payable 93 95 186 190

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Total interest expense, net $ 12,638 $ 7,604 $ 24,098 $ 13,784

(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.

(1) Includes facility fees of approximately $ 0.2 million for the three months ended June 30, 2025 and 2024, and facility fees of $ 0.4 million and $ 0.3 million for the six months ended June 30, 2025 and 2024, respectively.

(2) Includes the effects of interest rate hedges.

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

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.

During the three months ended June 30, 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 5.65 % and 6.66 %, respectively.

During the six months ended June 30, 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 5.55 % and 6.69 %, respectively.

During the three months ended June 30, 2025 and 2024, the Company incurred interest expense on the Revolver with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 5.47 % and 6.49 %, respectively.

During the six months ended June 30, 2025 and 2024, the Company incurred interest expense on the Revolver with a weighted average interest rate, exclusive of amortization of deferred financing costs and facility fees, of 5.42 % and 6.51 %, 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 March 31, 2025 and expects to be in compliance for the twelve month period ending December 31, 2025.

The Company was in compliance with all of its debt covenants as of June 30, 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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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 interest rate for the variable rate 2029 Term Loan is based on the weighted-average hedged fixed rate of 3.74 % compared to the variable 2029 Term Loan daily simple SOFR rate as of June 30, 2025 of 4.40 %, 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, 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 interest rate for the variable rate 2028 Term Loan is based on the weighted-average hedged fixed rate of 2.63 % compared to the variable 2028 Term Loan daily simple SOFR rate as of June 30, 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 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.

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 weighted-average 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 interest rate for the variable rate 2030 Term Loan A includes a daily simple SOFR rate as of June 30, 2025 of 4.29 %, 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 interest rate for the variable rate 2030 Term Loan B is based on the weighted-average hedged fixed rate of 3.87 % compared to the variable 2030 Term Loan B daily simple SOFR rate as of June 30, 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 2030 Term Loan B.

During the three months ended June 30, 2025, the Company entered into three interest rate swap agreements with effective and maturity dates of October 1, 2025 and March 1, 2031, respectively, for an aggregate notional amount of $ 75.0 million at a weighted-average hedged fixed rate of 3.46 %.

The interest rate swap agreements are intended to hedge the variability associated with future floating-rate debt issuances.

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

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

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

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

Number of Instruments Notional

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

Interest Rate Derivatives June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Interest rate swaps 21 18 $ 875,000 $ 800,000

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):

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 June 30, 2025 and December 31, 2024 (in thousands):

Derivative Assets

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Derivatives Designated as Hedging Instruments:

Balance Sheet Location March 31, 2025 December 31, 2024

Balance Sheet Location June 30, 2025 December 31, 2024

Interest rate swaps Other assets, net $ 6,831 $ 16,426

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Derivatives Designated as Hedging Instruments:

Balance Sheet Location March 31, 2025 December 31, 2024

Balance Sheet Location June 30, 2025 December 31, 2024

Interest rate swaps Accounts payable, accrued expenses, and other liabilities $ 7,331 $ —

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)

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 and six months ended June 30, 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 June 30

Interest Rate Products $ ( 4,081 ) $ 4,446 Interest expense, net $ 1,563 $ 4,866

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

For the Six Months Ended June 30

Interest Rate Products $ ( 12,453 ) $ 18,207 Interest expense, net $ 3,055 $ 9,499

The Company did not exclude any amounts from the assessment of hedge effectiveness for the three and six months ended June 30, 2025 and 2024.

During the next twelve months, the Company estimates that an additional $ 2.1 million will be reclassified as a decrease to interest expense.

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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 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.

However, as of June 30, 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 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):

The table below presents the Company’s derivative assets and liabilities measured at fair value on a recurring basis as of June 30, 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

March 31, 2025

June 30, 2025

Derivative assets $ — $ 6,831 $ — $ 6,831

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accounts receivable, net $ 8,861 $ 9,809

11 unchanged sentences

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accrued expenses $ 8,022 $ 4,961

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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.

As of June 30, 2025, 1,743,100 shares remain unsettled under the forward sale agreements.

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

2 unchanged sentences

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

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

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

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

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

As of June 30, 2025, 152,547 shares remain unsettled under the forward sale agreements.

During 2025, the Company entered into forward sale agreements with respect to an aggregate 2,190,299 shares of its common stock under the 2024 ATM Program at a weighted average price of $ 16.40 per share.

As of June 30, 2025, 1,085,000 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 March 31, 2025 (1)

Maximum Sales Authorization Gross Settlements through June 30, 2025 (1)

Program Name Date Established Date Terminated

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

(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.

(2) As of June 30, 2025, 1,743,100 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 17.39 .

(3) As of June 30, 2025, 1,237,547 shares remain unsettled under the forward sale agreements at a weighted-average available net settlement price of $ 16.70 .

The following table details information related to activity under the ATM Programs for the three and six months ended June 30, 2025 and 2024 (in thousands, except share and per share data).

There was no activity during the three months ended March 31, 2025 and 2024;

therefore, the amounts presented are the same for the three- and six-month periods.

Three and Six Months Ended June 30,

Shares of common stock issued

1,757,815 4,000,000

Weighted average price per share $ 16.32 $ 16.50

Gross proceeds $ 28,694 $ 66,000

Sales commissions and offering costs $ 342 $ 676

Net proceeds (3)

$ 28,352 $ 65,324

(1) Includes 1,105,299 shares of common stock that were physically settled at a weighted-average price of $ 16.37 per share under the forward sale agreements with respect to the 2024 ATM Program.

(2) Includes 4,000,000 shares of common stock that were physically settled at a price of $ 16.50 per share under the forward sale agreements with respect to the 2021 ATM Program.

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

As of June 30, 2025, $ 271.3 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

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

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

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

As of June 30, 2025, 8,840,000 shares remain unsettled under the January 2024 forward sale agreements.

Surrendered Shares on Vested Stock Unit Awards

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.

During the six months ended June 30, 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 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.

During the six months ended June 30, 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 44 thousand and 71 thousand RSUs valued at approximately $ 0.6 million and $ 1.2 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

During the six months ended June 30, 2025, the Company declared and paid the following common stock dividends (in thousands, except per share data):

Six Months Ended June 30, 2025

Declaration Date Dividend Per Share Record Date Total Amount Payment Date

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

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

April 25, 2025 0.210 June 2, 2025 17,159 June 16, 2025

$ 0.420 $ 34,316

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

Six Months Ended June 30, 2024

Declaration Date Dividend Per Share Record Date Total Amount Payment Date

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

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

$ 0.410 $ 30,073

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.

Accordingly, during both the six months ended June 30, 2025 and 2024, the Operating Partnership paid distributions of $ 0.2 million to holders of OP Units.

Noncontrolling Interests

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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 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.

As of June 30, 2025 and December 31, 2024, noncontrolling interests represented 0.5 % of OP Units.

During the three and six months ended June, 30, 2024, OP Unit holders redeemed 35,121 and 42,240 OP Units, respectively, into shares of common stock on a one -for-one basis.

There were no OP Unit redemptions during the three and six months ended June 30, 2025.

Note 10 – Stock-Based Compensation

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

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

The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive (loss) income was $ 1.4 million and $ 1.8 million for the three months ended March 31, 2025 and 2024, respectively.

As of June 30, 2025, the only stock-based compensation granted by the Company were RSUs.

The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive (loss) income was $ 1.5 million for both the three months ended June 30, 2025 and 2024.

Stock-based compensation expense was $ 2.9 million and $ 3.3 million for the six months ended June 30, 2025 and 2024, respectively.

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

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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 March 31, 2025:

The following table summarizes service-based RSU activity for the period ended June 30, 2025:

Shares Weighted Average Grant Date Fair Value per Share

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Vested during the period ( 149,434 ) 18.74

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.

Unvested RSU grants outstanding as of June 30, 2025 455,352 $ 15.82

For both the three months ended June 30, 2025 and 2024, the Company recognized $ 0.9 million in stock-based compensation expense associated with service-based RSUs.

For the six months ended June 30, 2025 and 2024, the Company recognized $ 1.7 million and $ 1.9 million, respectively, in stock-based compensation expense associated with service-based RSUs.

As of June 30, 2025 and December 31, 2024, the remaining unamortized stock-based compensation expense totaled $ 5.4 million and $ 3.3 million, respectively, and as of June 30, 2025, these awards are expected to be recognized over a remaining weighted average period of 2.1 years.

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

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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:

The following table summarizes market-based RSU activity for the period ended June 30, 2025:

Shares Weighted Average Grant Date Fair Value per Share

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Forfeited during the period ( 68,525 ) 22.38

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.

Unvested RSU grants outstanding as of June 30, 2025 392,130 $ 16.45

For both the three months ended June 30, 2025 and 2024, the Company recognized $ 0.5 million in stock-based compensation expense associated with market-based RSUs.

For the six months ended June 30, 2025 and 2024, the Company recognized $ 1.0 million and $ 1.1 million, respectively, in stock-based compensation expense associated with market-based RSUs.

As of June 30, 2025 and December 31, 2024, the remaining unamortized stock-based compensation expense totaled $ 3.9 million and $ 2.4 million, respectively, and as of June 30, 2025, these awards are expected to be recognized over a remaining weighted average period of 2.1 years.

Alignment of Interest Program

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The Program is deemed to be a liability-classified award (accounted for as an equity-classified award as the service date precedes the grant date and the award would otherwise be classified as equity on grant date), which will be fair-valued and accrued over the applicable service period.

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

The total estimated fair value of the elections made for 2025 under the Program was approximately $ 1.0 million as of June 30, 2025.

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

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.

For both the three and six months ended June 30, 2025, the Company recognized approximately $ 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 – 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.

Net income (loss) 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 (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

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

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

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

Three Months Ended March 31,

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income (loss) per common share for the three and six months ended June 30, 2025 and 2024.

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

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

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

Net income (loss) $ 3,289 $ ( 2,306 ) $ 4,989 $ ( 1,254 )

Net (income) loss attributable to noncontrolling interest ( 17 ) 15 ( 26 ) 8

Net income (loss) attributable to common shares, basic 3,272 ( 2,291 ) 4,963 ( 1,246 )

Net income (loss) attributable to noncontrolling interest 17 ( 15 ) 26 ( 8 )

Net income (loss) attributable to common shares, diluted $ 3,289 $ ( 2,306 ) $ 4,989 $ ( 1,254 )

Weighted average common shares outstanding, basic 81,895,840 73,588,605 81,770,860 73,419,198

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Unvested RSUs 173,333 — 118,205 —

Unsettled shares under open forward equity contracts — 669,906

Weighted average common shares outstanding, diluted 82,494,129 73,588,605 82,314,021 73,419,198

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.

Net income (loss) available to common stockholders per common share, basic $ 0.04 $ ( 0.03 ) $ 0.06 $ ( 0.02 )

Net income (loss) available to common stockholders per common share, diluted $ 0.04 $ ( 0.03 ) $ 0.06 $ ( 0.02 )

For the three months ended June 30, 2024, diluted net loss per common share does not assume the conversion of 440,654 OP Units, 69,023 unvested RSUs, or 254,299 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.

For the six months ended June 30, 2024, diluted net loss per common share does not assume the conversion of 459,520 OP Units, 118,790 unvested RSUs, or 462,103 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.

As of June 30, 2025 and December 31, 2024, there were 424,956 OP Units outstanding.

Note 12 – Commitments and Contingencies

Litigation and Regulatory Matters

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

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

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

Environmental Matters

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

As of 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.

As of June 30, 2025, the Company had tenant improvement allowance commitments totaling approximately $ 4.1 million, which is expected to be funded within the next 18 months.

Additionally, as of June 30, 2025, the Company had commitments to fund property developments totaling $ 6.6 million, which is expected to be funded over the next 12 months.

The Company also had commitments to extend funds under mortgage loans receivable of $ 14.0 million as of June 30, 2025, which is expected to occur over the next 18 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 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.

As of June 30, 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 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.

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

On July 21, 2025, the Company’s Board of Directors declared a cash dividend of $ 0.215 per share for the third quarter of 2025.

The dividend will be paid on September 15, 2025 to stockholders of record on September 2, 2025.

Forward Equity Sales

In July 2025, the Company entered into forward sale agreements with respect to an aggregate 107,400 shares of its common stock under the 2024 ATM Program at a weighted average price of $ 16.94 per share.

Revolver Activity

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.

In July 2025, the Company repaid $ 4.5 million, net of borrowings, on the Revolver.

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