STAG Industrial, Inc. 10-Q

Item 1. Financial Statements STAG Industrial, Inc. Consolidated Balance Sheets (unaudited, in thousands, except share data) June 30, 2024 December 31, 2023 Assets Rental Property: Land $ 716,613 $ 698,633 Buildings and improvements, net of accumulated depreciation of $ 998,633 and $ 921,846 , respectively 4,982,291 4,838,522 Deferred leasing intangibles, net of accumulated amortization of $ 364,564 and $ 360,094 , respectively 421,560 435,722 Total rental property, net 6,120,464 5,972,877 Cash and cash equivalents 33,273 20,741 Restricted cash 1,247 1,127 Tenant accounts receivable 125,172 128,274 Prepaid expenses and other assets 80,855 80,455 Interest rate swaps 54,510 50,418 Operating lease right-of-use assets 28,598 29,566 Total assets $ 6,444,119 $ 6,283,458 Liabilities and Equity Liabilities: Unsecured credit facility $ 127,000 $ 402,000 Unsecured term loans, net 1,021,175 1,021,773 Unsecured notes, net 1,643,538 1,195,872 Mortgage notes, net 4,299 4,401 Accounts payable, accrued expenses and other liabilities 98,828 83,152 Tenant prepaid rent and security deposits 44,876 44,238 Dividends and distributions payable 22,936 22,726 Deferred leasing intangibles, net of accumulated amortization of $ 26,796 and $ 26,613 , respectively 33,454 29,908 Operating lease liabilities 32,683 33,577 Total liabilities 3,028,789 2,837,647 Commitments and contingencies (Note 11) Equity: Preferred stock, par value $ 0.01 per share, 20,000,000 shares authorized at June 30, 2024 and December 31, 2023; none issued or outstanding — — Common stock, par value $ 0.01 per share, 300,000,000 shares authorized at June 30, 2024 and December 31, 2023, 182,105,303 and 181,690,867 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 1,821 1,817 Additional paid-in capital 4,276,498 4,272,376 Cumulative dividends in excess of earnings ( 987,218 ) ( 948,720 ) Accumulated other comprehensive income 53,228 49,207 Total stockholders’ equity 3,344,329 3,374,680 Noncontrolling interest 71,001 71,131 Total equity 3,415,330 3,445,811 Total liabilities and equity $ 6,444,119 $ 6,283,458 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Contents STAG Industrial, Inc. Consolidated Statements of Operations (unaudited, in thousands, except per share data) Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Revenue Rental income $ 186,467 $ 171,439 $ 373,869 $ 344,707 Other income 3,310 255 3,451 540 Total revenue 189,777 171,694 377,320 345,247 Expenses Property 37,478 32,675 76,549 68,556 General and administrative 11,828 12,060 24,780 24,736 Depreciation and amortization 75,280 68,494 146,707 137,438 Loss on impairment 4,967 — 4,967 — Other expenses 595 357 1,158 3,336 Total expenses 130,148 113,586 254,161 234,066 Other income (expense) Interest and other income 14 17 25 36 Interest expense ( 27,372 ) ( 22,860 ) ( 52,793 ) ( 45,472 ) Debt extinguishment and modification expenses — — ( 667 ) — Gain on involuntary conversion 5,717 — 5,717 — Gain on the sales of rental property, net 23,086 17,532 23,086 37,660 Total other income (expense) 1,445 ( 5,311 ) ( 24,632 ) ( 7,776 ) Net income $ 61,074 $ 52,797 $ 98,527 $ 103,405 Less: income attributable to noncontrolling interest 1,291 1,191 2,117 2,333 Net income attributable to STAG Industrial, Inc. $ 59,783 $ 51,606 $ 96,410 $ 101,072 Less: amount allocated to participating securities 46 53 93 106 Net income attributable to common stockholders $ 59,737 $ 51,553 $ 96,317 $ 100,966 Weighted average common shares outstanding — basic 181,961 179,413 181,834 179,305 Weighted average common shares outstanding — diluted 182,185 179,738 182,088 179,518 Net income per share — basic and diluted Net income per share attributable to common stockholders — basic $ 0.33 $ 0.29 $ 0.53 $ 0.56 Net income per share attributable to common stockholders — diluted $ 0.33 $ 0.29 $ 0.53 $ 0.56 The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents STAG Industrial, Inc. Consolidated Statements of Comprehensive Income (unaudited, in thousands) Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Net income $ 61,074 $ 52,797 $ 98,527 $ 103,405 Other comprehensive income (loss): Income (loss) on interest rate swaps ( 2,967 ) 15,821 4,109 ( 191 ) Other comprehensive income (loss) ( 2,967 ) 15,821 4,109 ( 191 ) Comprehensive income 58,107 68,618 102,636 103,214 Income attributable to noncontrolling interest ( 1,291 ) ( 1,191 ) ( 2,117 ) ( 2,333 ) Other comprehensive (income) loss attributable to noncontrolling interest 68 ( 357 ) ( 88 ) 4 Comprehensive income attributable to STAG Industrial, Inc. $ 56,884 $ 67,070 $ 100,431 $ 100,885 The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents STAG Industrial, Inc. Consolidated Statements of Equity (unaudited, in thousands, except share data) Preferred Stock Common Stock Additional Paid-in Capital Cumulative Dividends in Excess of Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Noncontrolling Interest - Unit Holders in Operating Partnership Total Equity Shares Amount Three months ended June 30, 2024 Balance, March 31, 2024 $ — 182,074,776 $ 1,821 $ 4,273,183 $ ( 979,629 ) $ 56,127 $ 3,351,502 $ 71,718 $ 3,423,220 Proceeds from sales of common stock, net — — — ( 89 ) — — ( 89 ) — ( 89 ) Dividends and distributions, net ($ 0.37 per share/unit) — — — — ( 67,372 ) — ( 67,372 ) ( 1,543 ) ( 68,915 ) Non-cash compensation activity, net — 527 — 2,085 — — 2,085 922 3,007 Redemption of common units to common stock — 30,000 — 552 — — 552 ( 552 ) — Rebalancing of noncontrolling interest — — — 767 — — 767 ( 767 ) — Other comprehensive loss — — — — — ( 2,899 ) ( 2,899 ) ( 68 ) ( 2,967 ) Net income — — — — 59,783 — 59,783 1,291 61,074 Balance, June 30, 2024 $ — 182,105,303 $ 1,821 $ 4,276,498 $ ( 987,218 ) $ 53,228 $ 3,344,329 $ 71,001 $ 3,415,330 Three months ended June 30, 2023 Balance, March 31, 2023 $ — 179,372,871 $ 1,794 $ 4,188,960 $ ( 892,676 ) $ 54,849 $ 3,352,927 $ 77,893 $ 3,430,820 Proceeds from sales of common stock, net — 249,016 3 8,644 — — 8,647 — 8,647 Dividends and distributions, net ($ 0.37 per share/unit) — — — — ( 65,991 ) — ( 65,991 ) ( 1,564 ) ( 67,555 ) Non-cash compensation activity, net — 3,884 — 1,896 — — 1,896 1,433 3,329 Redemption of common units to common stock — 35,000 — 654 — — 654 ( 654 ) — Rebalancing of noncontrolling interest — — — 1,397 — — 1,397 ( 1,397 ) — Other comprehensive income — — — — — 15,464 15,464 357 15,821 Net income — — — — 51,606 — 51,606 1,191 52,797 Balance, June 30, 2023 $ — 179,660,771 $ 1,797 $ 4,201,551 $ ( 907,061 ) $ 70,313 $ 3,366,600 $ 77,259 $ 3,443,859 Six months ended June 30, 2024 Balance, December 31, 2023 $ — $ 181,690,867 $ 1,817 $ 4,272,376 $ ( 948,720 ) $ 49,207 $ 3,374,680 $ 71,131 $ 3,445,811 Proceeds from sales of common stock, net — — — ( 259 ) — — ( 259 ) — ( 259 ) Dividends and distributions, net ($ 0.74 per share/unit) — — — — ( 134,674 ) — ( 134,674 ) ( 3,113 ) ( 137,787 ) Non-cash compensation activity, net — 69,454 1 ( 407 ) ( 234 ) — ( 640 ) 5,569 4,929 Redemption of common units to common stock — 344,982 3 6,402 — — 6,405 ( 6,405 ) — Rebalancing of noncontrolling interest — — — ( 1,614 ) — — ( 1,614 ) 1,614 — Other comprehensive income — — — — — 4,021 4,021 88 4,109 Net income — — — — 96,410 — 96,410 2,117 98,527 Balance, June 30, 2024 $ — 182,105,303 $ 1,821 $ 4,276,498 $ ( 987,218 ) $ 53,228 $ 3,344,329 $ 71,001 $ 3,415,330 Six months ended June 30, 2023 Balance, December 31, 2022 $ — 179,248,980 $ 1,792 $ 4,188,677 $ ( 876,145 ) $ 70,500 $ 3,384,824 $ 73,357 $ 3,458,181 Proceeds from sales of common stock, net — 249,016 3 8,492 — — 8,495 — 8,495 Dividends and distributions, net ($ 0.74 per share/unit) — — — — ( 131,905 ) — ( 131,905 ) 252 ( 131,653 ) Non-cash compensation activity, net — 83,941 1 ( 1,935 ) ( 83 ) — ( 2,017 ) 7,639 5,622 Redemption of common units to common stock — 78,834 1 1,482 — — 1,483 ( 1,483 ) — Rebalancing of noncontrolling interest — — — 4,835 — — 4,835 ( 4,835 ) — Other comprehensive loss — — — — — ( 187 ) ( 187 ) ( 4 ) ( 191 ) Net income — — — — 101,072 — 101,072 2,333 103,405 Balance, June 30, 2023 $ — 179,660,771 $ 1,797 $ 4,201,551 $ ( 907,061 ) $ 70,313 $ 3,366,600 $ 77,259 $ 3,443,859 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents STAG Industrial, Inc . Consolidated Statements of Cash Flows (unaudited, in thousands) Six months ended June 30, 2024 2023 Cash flows from operating activities: Net income $ 98,527 $ 103,405 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 146,707 137,438 Loss on impairment 4,967 — Gain on involuntary conversion ( 5,717 ) — Non-cash portion of interest expense 2,036 1,948 Amortization of above and below market leases, net 532 ( 192 ) Straight-line rent adjustments, net ( 7,531 ) ( 9,466 ) Gain on the sales of rental property, net ( 23,086 ) ( 37,660 ) Non-cash compensation expense 5,871 6,404 Change in assets and liabilities: Tenant accounts receivable 9,232 10,719 Prepaid expenses and other assets ( 11,732 ) ( 13,081 ) Accounts payable, accrued expenses and other liabilities 6,953 ( 6,288 ) Tenant prepaid rent and security deposits 638 2,996 Total adjustments 128,870 92,818 Net cash provided by operating activities 227,397 196,223 Cash flows from investing activities: Additions of land and buildings and improvements ( 41,857 ) ( 55,382 ) Acquisitions of land and buildings and improvements ( 250,202 ) ( 37,425 ) Acquisitions of other assets ( 196 ) — Acquisitions of tenant prepaid rent — 511 Proceeds from sales of rental property, net 75,706 69,320 Acquisition deposits, net ( 400 ) 1,120 Acquisitions of deferred leasing intangibles ( 30,662 ) ( 3,750 ) Net cash used in investing activities ( 247,611 ) ( 25,606 ) Cash flows from financing activities: Proceeds from unsecured credit facility 630,000 337,000 Repayment of unsecured credit facility ( 905,000 ) ( 296,000 ) Proceeds from unsecured notes 450,000 — Repayment of unsecured notes — ( 100,000 ) Repayment of mortgage notes ( 107 ) ( 172 ) Payment of loan fees and costs ( 3,197 ) — Proceeds from sales of common stock, net ( 244 ) 8,532 Dividends and distributions ( 137,572 ) ( 131,420 ) Repurchase and retirement of share-based compensation ( 1,014 ) ( 812 ) Net cash provided by (used in) financing activities 32,866 ( 182,872 ) Increase (decrease) in cash and cash equivalents and restricted cash 12,652 ( 12,255 ) Cash and cash equivalents and restricted cash—beginning of period 21,868 26,789 Cash and cash equivalents and restricted cash—end of period $ 34,520 $ 14,534 Supplemental disclosure: Cash paid for interest, net of amounts capitalized of $ 1,259 and $ 1,000 for 2024 and 2023, respectively $ 49,130 $ 44,842 Supplemental schedule of non-cash investing and financing activities Acquisitions of land and buildings and improvements $ ( 2,456 ) $ — Acquisitions of deferred leasing intangibles $ ( 357 ) $ — Additions to building and other capital improvements from involuntary conversion $ ( 8,685 ) $ — Investing other receivables due to involuntary conversion of building $ 2,968 $ — Change in additions of land, building, and improvements included in accounts payable, accrued expenses and other liabilities $ ( 6,499 ) $ ( 3,018 ) Additions to building and other capital improvements from non-cash compensation $ ( 80 ) $ ( 26 ) Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses and other liabilities $ ( 849 ) $ ( 37 ) Dividends and distributions accrued $ 22,936 $ 22,515 The accompanying notes are an integral part of these consolidated financial statements. 7 Table of Contents STAG Industrial, Inc. Notes to Consolidated Financial Statements (unaudited) 1. Organization and Description of Business STAG Industrial, Inc. (the “Company”) is an industrial real estate operating company focused on the acquisition and operation of industrial properties throughout the United States. The Company was formed as a Maryland corporation and has elected to be treated and intends to continue to qualify as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. The Company is structured as an umbrella partnership REIT, commonly called an UPREIT, and owns all of its properties and conducts substantially all of its business through its operating partnership, STAG Industrial Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). As of June 30, 2024 and December 31, 2023, the Company owned 97.9 % and 97.9 %, respectively, of the common units of the limited partnership interests in the Operating Partnership. The Company, through its wholly owned subsidiary, is the sole general partner of the Operating Partnership. As used herein, the “Company” refers to STAG Industrial, Inc. and its consolidated subsidiaries, including the Operating Partnership, except where context otherwise requires. As of June 30, 2024, the Company owned 573 industrial buildings in 41 states with approximately 114.1 million rentable square feet. 2. Summary of Significant Accounting Policies Interim Financial Information The accompanying interim financial statements have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements include all adjustments, consisting of normal recurring items, necessary for their fair statement in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Basis of Presentation The Company’s consolidated financial statements include the accounts of the Company, the Operating Partnership, and their consolidated subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as “Noncontrolling Common Units.” These Noncontrolling Common Units are held by other limited partners in the form of common units (“Other Common Units”) and long term incentive plan units (“LTIP units”) issued pursuant to the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”). All significant intercompany balances and transactions have been eliminated in the consolidation of entities. The financial statements of the Company are presented on a consolidated basis for all periods presented. Restricted Cash The following table presents a reconciliation of cash and cash equivalents and restricted cash reported on the accompanying Consolidated Balance Sheets to amounts reported on the accompanying Consolidated Statements of Cash Flows. Reconciliation of Cash and Cash Equivalents and Restricted Cash (in thousands) June 30, 2024 December 31, 2023 Cash and cash equivalents $ 33,273 $ 20,741 Restricted cash 1,247 1,127 Total cash and cash equivalents and restricted cash $ 34,520 $ 21,868 Uncertain Tax Positions As of June 30, 2024 and December 31, 2023, there were no liabilities for uncertain tax positions. 8 Table of Contents Concentrations of Credit Risk Management believes the current credit risk of the Company’s portfolio is reasonably well diversified and does not contain any unusual concentration of credit risk. 3. Rental Property The following table summarizes the components of rental property, net as of June 30, 2024 and December 31, 2023. Rental Property (in thousands) June 30, 2024 December 31, 2023 Land $ 716,613 $ 698,633 Buildings, net of accumulated depreciation of $ 677,979 and $ 622,941 , respectively 4,438,474 4,330,799 Tenant improvements, net of accumulated depreciation of $ 38,127 and $ 36,920 , respectively 41,210 39,145 Building and land improvements, net of accumulated depreciation of $ 282,527 and $ 261,985 , respectively 365,204 369,724 Construction in progress 137,403 98,854 Deferred leasing intangibles, net of accumulated amortization of $ 364,564 and $ 360,094 , respectively 421,560 435,722 Total rental property, net $ 6,120,464 $ 5,972,877 Acquisitions The following table summarizes the Company’s acquisitions during the three and six months ended June 30, 2024. The Company accounted for all of its acquisitions as asset acquisitions. Market (1) Date Acquired Square Feet Number of Buildings Purchase Price (in thousands) Cincinnati, OH March 18, 2024 697,500 1 $ 50,073 Three months ended March 31, 2024 697,500 1 50,073 Milwaukee, WI April 8, 2024 150,002 1 16,062 Portland, OR April 15, 2024 99,136 1 17,058 Louisville, IN April 16, 2024 592,800 1 52,352 Portland, OR (2) June 6, 2024 — — 8,178 El Paso, TX June 10, 2024 254,103 1 32,182 Chicago, IL June 24, 2024 947,436 5 87,560 Columbus, OH June 26, 2024 150,207 1 20,408 Three Months ended June 30, 2024 2,193,684 10 233,800 Six months ended June 30, 2024 2,891,184 11 $ 283,873 (1) As defined by CBRE-EA industrial market geographies. If the building is located outside of a CBRE-EA defined market, the city and state is reflected. (2) The Company acquired a vacant land parcel. The following table summarizes the allocation of the consideration paid at the date of acquisition during the six months ended June 30, 2024 for the acquired assets and liabilities in connection with the acquisitions identified in the table above. Six Months Ended June 30, 2024 Acquired Assets and Liabilities Purchase Price (in thousands) Weighted Average Amortization Period (years) of Intangibles at Acquisition Land $ 25,628 N/A Buildings 211,995 N/A Tenant improvements 2,997 N/A Building and land improvements 10,255 N/A Construction in progress 1,783 N/A Other assets 196 N/A Deferred leasing intangibles - In-place leases 23,919 5.3 Deferred leasing intangibles - Tenant relationships 14,934 9.2 Deferred leasing intangibles - Above market leases 51 1.7 Deferred leasing intangibles - Below market leases ( 7,885 ) 6.1 Total purchase price $ 283,873 9 Table of Contents Dispositions The following table summarizes the Company’s dispositions during the six months ended June 30, 2024. All of the dispositions were sold to third parties and were accounted for under the full accrual method. Sales of rental property, net (dollars in thousands) Six months ended June 30, 2024 Number of buildings 7 Building square feet (in millions) 1.1 Proceeds from sales of rental property, net $ 75,706 Net book value $ 52,620 Gain on the sales of rental property, net (1) $ 23,086 (1) Inclusive of a loss on the sale of rental property, net, of approximately $ 2.0 million. The following table summarizes the results of operations for the three and six months ended June 30, 2024 and 2023 for the buildings sold during the six months ended June 30, 2024, which are included in the Company’s Consolidated Statements of Operations prior to the date of sale. Three months ended June 30, Six months ended June 30, Sales of rental property, net (dollars in thousands) 2024 2023 2024 2023 Sold buildings contribution to net income (loss) (1) $ ( 93 ) $ 1,111 $ 319 $ 1,664 (1) Exclusive of gain on the sales of rental property, net. Loss on Impairment The following table summarizes the Company’s loss on impairment for assets held and used during the three and six months ended June 30, 2024. The Company did not recognize a loss on impairment during the three and six months ended June 30, 2023. Market (1) Buildings Event or Change in Circumstance Leading to Impairment Evaluation (2) Valuation Technique Utilized to Estimate Fair Value Fair Value (3) Loss on Impairment (in thousands) Salt Lake City, UT 1 Change in estimated hold period Discounted cash flows (4) $ 21,827 $ 4,967 Three and six months ended June 30, 2024 $ 4,967 (1) As defined by CBRE-EA industrial market geographies. If the building is located outside of a CBRE-EA defined market, the city and state is reflected. (2) The Company tested the asset group for impairment utilizing a probability weighted recovery analysis of certain scenarios, and it was determined that the carrying value of the property and intangibles were not recoverable from the estimated future undiscounted cash flows. (3) The estimated fair value of the property is based on Level 3 inputs and is a non-recurring fair value measurement. Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. (4) Level 3 inputs used to determine fair value for the property impaired: discount rate of 9.3 % and exit capitalization rate of 6.3 %. Involuntary Conversion During the six months ended June 30, 2024, the approximately $ 3.0 million receivable at December 31, 2023 from the insurance coverage related to the involuntary conversion event that occurred in December 2023 was relieved and exchanged for improvements made to the building and included as non-cash investing activity on the accompanying Consolidated Statements of Cash Flows. During the three and six months ended June 30, 2024, the Company recognized a gain on involuntary conversion of approximately $ 5.7 million. 10 Table of Contents Deferred Leasing Intangibles The following table summarizes the deferred leasing intangibles, net on the accompanying Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023. June 30, 2024 December 31, 2023 Deferred Leasing Intangibles (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Above market leases $ 76,670 $ ( 37,203 ) $ 39,467 $ 79,946 $ ( 35,698 ) $ 44,248 Other intangible lease assets 709,454 ( 327,361 ) 382,093 715,870 ( 324,396 ) 391,474 Total deferred leasing intangible assets $ 786,124 $ ( 364,564 ) $ 421,560 $ 795,816 $ ( 360,094 ) $ 435,722 Below market leases $ 60,250 $ ( 26,796 ) $ 33,454 $ 56,521 $ ( 26,613 ) $ 29,908 Total deferred leasing intangible liabilities $ 60,250 $ ( 26,796 ) $ 33,454 $ 56,521 $ ( 26,613 ) $ 29,908 The following table summarizes the net increase to rental income and amortization expense for the amortization of deferred leasing intangibles during the three and six months ended June 30, 2024 and 2023. Three months ended June 30, Six months ended June 30, Deferred Leasing Intangibles Amortization (in thousands) 2024 2023 2024 2023 Net increase (decrease) to rental income related to above and below market lease amortization $ ( 840 ) $ 57 $ ( 543 ) $ 181 Amortization expense related to other intangible lease assets $ 25,142 $ 21,858 $ 47,216 $ 44,303 11 Table of Contents 4. Debt The following table summarizes the Company’s outstanding indebtedness, including borrowings under the Company’s unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes as of June 30, 2024 and December 31, 2023. Indebtedness (dollars in thousands) June 30, 2024 December 31, 2023 Interest Rate (1)(2) Maturity Date Prepayment Terms (3) Unsecured credit facility: Unsecured Credit Facility (4) $ 127,000 $ 402,000 Term SOFR + 0.875 % October 23, 2026 i Total unsecured credit facility 127,000 402,000 Unsecured term loans: Unsecured Term Loan G 300,000 300,000 1.80 % February 5, 2026 i Unsecured Term Loan A 150,000 150,000 2.16 % March 15, 2027 i Unsecured Term Loan H 187,500 187,500 3.35 % January 25, 2028 i Unsecured Term Loan I 187,500 187,500 3.51 % January 25, 2028 i Unsecured Term Loan F (5) 200,000 200,000 2.96 % March 23, 2029 i Total unsecured term loans 1,025,000 1,025,000 Total unamortized deferred financing fees and debt issuance costs ( 3,825 ) ( 3,227 ) Total carrying value unsecured term loans, net 1,021,175 1,021,773 Unsecured notes: Series A Unsecured Notes 50,000 50,000 4.98 % October 1, 2024 ii Series D Unsecured Notes 100,000 100,000 4.32 % February 20, 2025 ii Series G Unsecured Notes 75,000 75,000 4.10 % June 13, 2025 ii Series B Unsecured Notes 50,000 50,000 4.98 % July 1, 2026 ii Series C Unsecured Notes 80,000 80,000 4.42 % December 30, 2026 ii Series E Unsecured Notes 20,000 20,000 4.42 % February 20, 2027 ii Series H Unsecured Notes 100,000 100,000 4.27 % June 13, 2028 ii Series L Unsecured Notes 175,000 — 6.05 % May 28, 2029 ii Series M Unsecured Notes 125,000 — 6.17 % May 28, 2031 ii Series I Unsecured Notes 275,000 275,000 2.80 % September 29, 2031 ii Series K Unsecured Notes 400,000 400,000 4.12 % June 28, 2032 ii Series J Unsecured Notes 50,000 50,000 2.95 % September 28, 2033 ii Series N Unsecured Notes 150,000 — 6.30 % May 28, 2034 ii Total unsecured notes 1,650,000 1,200,000 Total unamortized deferred financing fees and debt issuance costs ( 6,462 ) ( 4,128 ) Total carrying value unsecured notes, net 1,643,538 1,195,872 Mortgage notes (secured debt): United of Omaha Life Insurance Company 4,430 4,537 3.71 % October 1, 2039 ii Total mortgage notes 4,430 4,537 Net unamortized fair market value discount ( 131 ) ( 136 ) Total carrying value mortgage notes, net 4,299 4,401 Total / weighted average interest rate (6) $ 2,796,012 $ 2,624,046 3.92 % (1) Interest rate as of June 30, 2024. At June 30, 2024, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) was 5.33717 %. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts. The spread over the applicable rate for the Company’s unsecured credit facility and unsecured term loans is based on the Company’s debt rating and leverage ratio, as defined in the respective loan agreements. (2) The unsecured credit facility has a stated interest rate of one-month Term SOFR plus a 0.10 % adjustment and a spread of 0.775 %. The unsecured term loans have a stated interest rate of one-month Term SOFR plus a 0.10 % adjustment and a spread of 0.85 %. As of June 30, 2024, one-month Term SOFR for the Unsecured Term Loans A, F, G, H, and I was swapped to a fixed rate of 1.31 %, 2.11 %, 0.95 %, 2.50 %, and 2.66 %, respectively (which includes the 0.10% adjustment). The Unsecured Term Loan F provides for the election of Daily Simple Secured Overnight Financing Rate (“Daily SOFR”), and effective January 15, 2025, Daily SOFR will be swapped to a fixed rate of 3.98 %. (3) Prepayment terms consist of (i) pre-payable with no penalty; and (ii) pre-payable with penalty. (4) The capacity of the unsecured credit facility is $ 1.0 billion. Deferred financing fees and debt issuance costs, net of accumulated amortization related to the unsecured credit facility of approximately $ 2.4 million and $ 3.3 million are included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, respectively. The initial maturity date is October 24, 2025, or such later date which may be extended pursuant to two six-month extension options exercisable by the Company in its discretion upon advance written notice. Exercise of each six-month option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension; (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if 12 Table of Contents made on the extension date; and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions. The Company is required to pay a facility fee on the aggregate commitment amount (currently $1.0 billion) at a rate per annum of 0.1 % to 0.3 %, depending on the Company’s debt rating, as defined in the credit agreement. The facility fee is due and payable quarterly. (5) The initial maturity date is March 25, 2027, or such later date which may be extended pursuant to two one -year extension options exercisable by the Company in its discretion upon advance written notice. Exercise of each one-year option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension; (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date; and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions. (6) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $ 1,025.0 million of debt and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts. The aggregate undrawn nominal commitment on the unsecured credit facility as of June 30, 2024 was approximately $ 869.6 million, including issued letters of credit. The Company’s actual borrowing capacity at any given point in time may be restricted to a maximum amount based on the Company’s debt covenant compliance. Total accrued interest for the Company’s indebtedness was approximately $ 16.0 million and $ 14.6 million as of June 30, 2024 and December 31, 2023, respectively, and is included in accounts payable, accrued expenses and other liabilities on the accompanying Consolidated Balance Sheets. The following table summarizes the costs included in interest expense related to the Company’s debt arrangements on the accompanying Consolidated Statement of Operations for the three and six months ended June 30, 2024 and 2023. Three months ended June 30, Six months ended June 30, Costs Included in Interest Expense (in thousands) 2024 2023 2024 2023 Amortization of deferred financing fees and debt issuance costs and fair market value discounts $ 1,052 $ 972 $ 2,036 $ 1,948 Facility, unused, and other fees $ 439 $ 437 $ 878 $ 872 Debt Activity On June 29, 2024, the sustainability-related interest rate reduction of 0.02% on the Company’s unsecured credit facility and each of the unsecured term loans ended in accordance with the respective loan agreements. On March 25, 2024, the Company entered into a second amended and restated term loan agreement for the Unsecured Term Loan F to (i) extend the maturity date to March 25, 2027, with two one-year extension options, subject to certain conditions (discussed below), that would extend the maturity date to March 23, 2029 if both exercised, and (ii) provide that borrowings under the Unsecured Term Loan F will, at the Company’s election, bear interest based on a Base Rate, Adjusted Term SOFR, or Adjusted Daily Simple SOFR (each as defined in the loan agreement), which interest rate will be increased by 0.10 % for any SOFR Loan (as defined in the loan agreement), plus an applicable spread based on the Company’s debt rating and leverage ratio (each as defined in the loan agreement), less a sustainability-related adjustment. As of March 25, 2024, the Unsecured Term Loan F had a stated annual interest rate equal to the one-month Term SOFR, which includes an adjustment of 0.10 %, plus a spread of 0.85 %, less a sustainability-related adjustment of 0.02 %. Other than the maturity and interest rate provisions described above, the material terms remain unchanged. The initial maturity date is March 25, 2027, or such later date which may be extended pursuant to two one-year extension options exercisable by the Company in its discretion upon advance written notice. Exercise of each one-year option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension; (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date; and (iii) payment of a fee equal to 0.125 % of the outstanding amount on the effective day of each extension period. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions. Upon execution of the amended loan agreement for the Unsecured Term Loan F, the Company intended to exercise both extension options. In connection with the amended loan agreement, the Company incurred approximately $ 1.2 million in costs which are being deferred, including approximately $ 0.5 million of accrued extension fees, and are being amortized through the extended maturity date of March 23, 2029. The Company also incurred approximately $ 0.7 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. 13 Table of Contents On March 13, 2024, the Company entered into a note purchase agreement (the “March 2024 NPA”) for the private placement by the Operating Partnership of $ 175.0 million senior unsecured notes maturing May 28, 2029, with a fixed annual interest rate of 6.05 %, $ 125.0 million senior unsecured notes maturing May 28, 2031, with a fixed annual interest rate of 6.17 %, and $ 150.0 million senior unsecured notes maturing May 28, 2034, with a fixed annual interest rate of 6.30 %. The March 2024 NPA contains a number of financial covenants substantially similar to the financial covenants contained in the Company’s unsecured credit facility and other unsecured notes, plus a financial covenant that requires the Company to maintain a minimum interest coverage ratio of not less than 1.50 :1.00. The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes. On May 28, 2024, the Operating Partnership issued all of the notes under the March 2024 NPA. Financial Covenant Considerations The Company was in compliance with all such applicable restrictions and financial and other covenants as of June 30, 2024 and December 31, 2023 related to its unsecured credit facility, unsecured term loans, unsecured notes, and mortgage notes. The real estate net book value of the properties that are collateral for the Company’s debt arrangements was approximately $ 7.4 million and $ 7.5 million at June 30, 2024 and December 31, 2023, respectively, and is limited to senior, property-level secured debt financing arrangements. Fair Value of Debt The following table summarizes the aggregate principal amount outstanding under the Company’s debt arrangements and the corresponding estimate of fair value as of June 30, 2024 and December 31, 2023. June 30, 2024 December 31, 2023 Indebtedness (in thousands) Principal Outstanding Fair Value Principal Outstanding Fair Value Unsecured credit facility $ 127,000 $ 127,000 $ 402,000 $ 402,000 Unsecured term loans 1,025,000 1,025,000 1,025,000 1,025,000 Unsecured notes 1,650,000 1,524,610 1,200,000 1,074,003 Mortgage notes 4,430 3,290 4,537 3,535 Total principal amount 2,806,430 $ 2,679,900 2,631,537 $ 2,504,538 Net unamortized fair market value discount ( 131 ) ( 136 ) Total unamortized deferred financing fees and debt issuance costs ( 10,287 ) ( 7,355 ) Total carrying value $ 2,796,012 $ 2,624,046 The applicable fair value guidance establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair value of the Company’s debt is based on Level 3 inputs. 5. Derivative Financial Instruments Risk Management Objective of Using Derivatives The Company’s use of derivative instruments is limited to the utilization of interest rate swaps to manage interest rate risk exposure on existing and future liabilities and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and related costs associated with the Company’s operating and financial structure. During the six months ended June 30, 2024, the Company entered into four interest rate swaps with an aggregate notional value of $ 200.0 million which fix Daily SOFR at 3.98 %, effective January 15, 2025 and mature on March 25, 2027 and were designated as cash flow hedges. 14 Table of Contents As of June 30, 2024, the Company had 21 interest rate swaps, all of which are used to hedge the variable cash flows associated with unsecured loans. All of the Company’s interest rate swaps convert the related loans’ Term SOFR or Daily SOFR components, as applicable, to effectively fixed interest rates, and the Company has concluded that each of the hedging relationships are highly effective. The following table summarizes the fair value of the interest rate swaps as of June 30, 2024 and December 31, 2023. Balance Sheet Line Item (in thousands) Cuurent Notional Amount June 30, 2024 Fair Value June 30, 2024 Current Notional Amount December 31, 2023 Fair Value December 31, 2023 Interest rate swaps-gross asset $ 1,025,000 $ 54,510 $ 1,025,000 $ 50,418 Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) and subsequently reclassified to interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives designated as qualifying cash flow hedges will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. The Company estimates that approximately $ 30.5 million will be reclassified from accumulated other comprehensive income as a decrease to interest expense over the next 12 months. The following table summarizes the effect of cash flow hedge accounting and the location of amounts related to Company’s derivatives in the consolidated financial statements for the three and six months ended June 30, 2024 and 2023. Three months ended June 30, Six months ended June 30, Effect of Cash Flow Hedge Accounting (in thousands) 2024 2023 2024 2023 Income recognized in accumulated other comprehensive income on interest rate swaps $ 6,351 $ 24,168 $ 22,756 $ 15,626 Income reclassified from accumulated other comprehensive income into income as interest expense $ 9,318 $ 8,347 $ 18,647 $ 15,817 Total interest expense presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded $ 27,372 $ 22,860 $ 52,793 $ 45,472 Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. As of June 30, 2024, the Company had not breached the provisions of these agreements and had not posted any collateral related to these agreements. If the Company had breached any of these provisions, it would be required to settle its obligations under the agreements at their termination value. Fair Value of Interest Rate Swaps The Company’s valuation of the interest rate swaps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs including interest rate curves. 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. 15 Table of Contents 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 the Company or its counterparties. However, as of June 30, 2024 and December 31, 2023, 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 following table summarizes the Company’s financial instruments that were recorded at fair value on a recurring basis as of June 30, 2024 and December 31, 2023. Fair Value Measurements as of June 30, 2024 Using Balance Sheet Line Item (in thousands) Fair Value June 30, 2024 Level 1 Level 2 Level 3 Interest rate swaps-gross asset $ 54,510 $ — $ 54,510 $ — Fair Value Measurements as of December 31, 2023 Using Balance Sheet Line Item (in thousands) Fair Value December 31, 2023 Level 1 Level 2 Level 3 Interest rate swaps-gross asset $ 50,418 $ — $ 50,418 $ — 6. Equity Preferred Stock The Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $ 0.01 per share. As of June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue up to 300,000,000 shares of common stock, par value $ 0.01 per share. The following table summarizes the terms of the Company’s at-the market (“ATM”) common stock offering program as of June 30, 2024. ATM Common Stock Offering Program Date Maximum Aggregate Offering Price (in thousands) Aggregate Available as of June 30, 2024 (in thousands) 2022 $750 million ATM February 17, 2022 $ 750,000 $ 606,831 On April 1, 2024, the Company sold 227,146 shares on a forward basis under the ATM common stock offering program at a sale price of $ 39.1020 per share (an aggregate of approximately $ 8.9 million gross sale price), or $ 38.6621 per share net of commissions. The Company did not receive any proceeds from the sale of such shares on a forward basis. The Company expects to fully physically settle the applicable forward sale agreement on one or more dates prior to the scheduled maturity date of March 31, 2025, at which point the Company would receive the proceeds net of certain costs; provided, however, the Company may elect to cash settle or net share settle such forward sale agreement at any time through the scheduled maturity date. On January 9, 2024, the Company sold 567,112 shares on a forward basis under the ATM common stock offering program at a sale price of $ 38.8818 per share (an aggregate of approximately $ 22.1 million gross sale price), or $ 38.5058 per share net of commissions. The Company did not receive any proceeds from the sale of such shares on a forward basis. The Company expects to fully physically settle the applicable forward sale agreement on one or more dates prior to the scheduled maturity date of January 9, 2025, at which point the Company would receive the proceeds net of certain costs; provided, however, the Company may elect to cash settle or net share settle such forward sale agreement at any time through the scheduled maturity date. 16 Table of Contents Restricted Stock-Based Compensation The Company granted restricted shares of common stock under the 2011 Plan on January 8, 2024 to certain employees of the Company, which will vest over four years in equal installments on January 1 of each year beginning on January 1, 2025, subject to the recipient’s continued employment. The following table summarizes activity related to the Company’s unvested restricted shares of common stock during the six months ended June 30, 2024. Unvested Restricted Shares of Common Stock Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2023 144,032 $ 35.73 Granted 41,911 $ 38.92 Vested (1) ( 59,232 ) $ 34.51 Forfeited ( 4,448 ) $ 38.51 Balance at June 30, 2024 122,263 $ 37.31 (1) The Company repurchased and retired 21,151 restricted shares of common stock that vested during the six months ended June 30, 2024. The unrecognized compensation expense associated with the Company’s restricted shares of common stock at June 30, 2024 was approximately $ 3.4 million and is expected to be recognized over a weighted average period of approximately 2.4 years. The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three and six months ended June 30, 2024 and 2023. Three months ended June 30, Six months ended June 30, Vested Restricted Shares of Common Stock 2024 2023 2024 2023 Vested restricted shares of common stock — — 59,232 68,625 Fair value of vested restricted shares of common stock (in thousands) $ — $ — $ 2,325 $ 2,217 7. Noncontrolling Interest The following table summarizes the activity for noncontrolling interest in the Company during the six months ended June 30, 2024. Noncontrolling Interest LTIP Units Other Common Units Total Noncontrolling Common Units Noncontrolling Interest Balance at December 31, 2023 2,361,920 1,467,718 3,829,638 2.1 % Granted/Issued 381,517 — 381,517 N/A Forfeited — — — N/A Conversions from LTIP units to Other Common Units ( 344,982 ) 344,982 — N/A Redemptions from Other Common Units to common stock — ( 344,982 ) ( 344,982 ) N/A Balance at June 30, 2024 2,398,455 1,467,718 3,866,173 2.1 % LTIP Units The Company granted LTIP units under the 2011 Plan on January 8, 2024 to non-employee, independent directors, which will vest on January 1, 2025, subject to the recipient’s continued service. The Company granted LTIP units under the 2011 Plan on January 8, 2024 to certain executive officers and senior employees of the Company, which will vest in equal installments on a quarterly basis over four years , with the first vesting date having been March 31, 2024, subject to the recipient’s continued employment. Refer to Note 8 for a discussion of the LTIP units granted on January 8, 2024 pursuant to the 2021 performance units. 17 Table of Contents The fair value of the LTIP units as of the grant date was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The fair value of the LTIP units are based on Level 3 inputs and non-recurring fair value measurements. The following table summarizes the assumptions used in valuing such LTIP units granted during the six months ended June 30, 2024 (excluding the LTIP units granted pursuant to the 2021 performance units discussed in Note 8). LTIP Units Grant date January 8, 2024 Expected term (years) 10 Expected stock price volatility 25.0 % Expected dividend yield 4.0 % Risk-free interest rate 4.11 % Fair value of LTIP units at issuance (in thousands) $ 4,597 LTIP units at issuance 124,235 Fair value unit price per LTIP unit at issuance $ 37.00 The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer group companies. The expected dividend yield is based on the Company’s average historical dividend yield and the dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching a three-year time period. The following table summarizes activity related to the Company’s unvested LTIP units during the six months ended June 30, 2024. Unvested LTIP Units LTIP Units Weighted Average Grant Date Fair Value per Unit Balance at December 31, 2023 176,926 $ 34.25 Granted 381,517 $ 37.00 Vested ( 318,868 ) $ 36.33 Forfeited — $ — Balance at June 30, 2024 239,575 $ 35.86 The unrecognized compensation expense associated with the Company’s LTIP units at June 30, 2024 was approximately $ 6.1 million and is expected to be recognized over a weighted average period of approximately 2.6 years. The following table summarizes the fair value at vesting for the LTIP units that vested during the three and six months ended June 30, 2024 and 2023. Three months ended June 30, Six months ended June 30, Vested LTIP units 2024 2023 2024 2023 Vested LTIP units 17,599 23,472 318,868 235,702 Fair value of vested LTIP units (in thousands) $ 635 $ 839 $ 12,255 $ 7,862 8. Equity Incentive Plan On January 8, 2024, the compensation committee of the board of directors approved and the Company granted performance units under the 2011 Plan to the executive officers and certain key employees of the Company. The terms of the performance units granted on January 8, 2024 are substantially the same as the terms of the performance units granted in January 2023, except that the measuring period commenced on January 1, 2024 and ends on December 31, 2026. 18 Table of Contents The fair value of the performance units as of the grant date was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The fair value of the performance units is based on Level 3 inputs and non-recurring fair value measurements. The performance unit equity compensation expense is recognized ratably from the grant date into earnings over the vesting period. The following table summarizes the assumptions used in valuing the performance units granted during the six months ended June 30, 2024. Performance Units Grant date January 8, 2024 Expected stock price volatility 24.5 % Expected dividend yield 4.0 % Risk-free interest rate 4.113 % Fair value of performance units grant (in thousands) $ 6,502 The expected stock price volatility is based on a mix of the historical and implied volatilities of the Company and certain peer group companies. The expected dividend yield is based on the Company’s average historical dividend yield and the dividend yield as of the valuation date for each award. The risk-free interest rate is based on U.S. Treasury note yields matching the three-year performance period. On December 31, 2023, the measuring period for the 2021 performance units concluded, and it was determined that the Company’s TSR exceeded the threshold percentage and return hurdle. The following table summarizes the issuances of LTIP units and shares of common stock approved by the compensation committee of the board of directors and issued upon the settlement of the 2021 performance units at the conclusion of the applicable measuring period during the six months ended June 30, 2024. Settlement of Performance Units in LTIP Units or Shares of Common Stock 2021 Performance Units Measuring period conclusion date December 31, 2023 Issuance date January 8, 2024 Vested LTIP units 257,282 Vested shares of common stock 49,106 Shares of common stock repurchased and retired 4,716 The unrecognized compensation expense associated with the Company’s performance units at June 30, 2024 was approximately $ 8.9 million and is expected to be recognized over a weighted average period of approximately 2.0 years. Non-cash Compensation Expense The following table summarizes the amount recorded in general and administrative expenses in the accompanying Consolidated Statements of Operations for the amortization of restricted shares of common stock, LTIP units, performance units, and the Company’s director compensation for the three and six months ended June 30, 2024 and 2023. Three months ended June 30, Six months ended June 30, Non-Cash Compensation Expense (in thousands) 2024 2023 2024 2023 Restricted shares of common stock $ 457 $ 516 $ 932 $ 1,025 LTIP units 923 1,414 1,822 2,742 Performance units 1,399 1,235 2,756 2,354 Director compensation (1) 174 128 351 264 Total non-cash compensation expense $ 2,953 $ 3,293 $ 5,861 $ 6,385 (1) All of the Company’s independent directors elected to receive shares of common stock in lieu of cash for their service during the three and six months ended June 30, 2024 and 2023. The number of shares of common stock granted was calculated based on the trailing 10 day average common stock price on the third business day preceding the grant date. 19 Table of Contents 9. Leases Lessor Leases The Company has operating leases in which it is the lessor for its rental property. Certain leases contain variable lease payments based upon changes in the Consumer Price Index (“CPI”). Billings for real estate taxes and other expenses are also considered to be variable lease payments. Certain leases contain options to renew or terminate the lease, and options for the lessee to purchase the rental property, all of which are predominately at the sole discretion of the lessee. The following table summarizes the components of rental income included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023. Three months ended June 30, Six months ended June 30, Rental Income (in thousands) 2024 2023 2024 2023 Fixed lease payments $ 144,278 $ 133,164 $ 286,389 $ 264,250 Variable lease payments 38,218 33,723 80,407 70,669 Straight-line rental income 4,811 4,495 7,616 9,607 Net increase (decrease) to rental income related to above and below market lease amortization ( 840 ) 57 ( 543 ) 181 Total rental income $ 186,467 $ 171,439 $ 373,869 $ 344,707 As of June 30, 2024 and December 31, 2023, the Company had accrued rental income of approximately $ 112.0 million and $ 105.9 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets. As of June 30, 2024 and December 31, 2023, the Company’s total liability associated with lease security deposits was approximately $ 22.2 million and $ 21.8 million, respectively, which is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets. The following table summarizes the maturity of fixed lease payments under the Company’s leases as of June 30, 2024. Year Maturity of Fixed Lease Payments (in thousands) Remainder of 2024 $ 294,666 2025 $ 563,989 2026 $ 487,155 2027 $ 399,884 2028 $ 328,734 Thereafter $ 788,004 Lessee Leases The Company has operating leases in which it is the lessee for its ground leases and corporate office leases. These leases have remaining lease terms of approximately 1.8 years to 46.2 years. Certain ground leases contain options to extend the leases for ten years to 20 years, all of which are reasonably certain to be exercised, and are included in the computation of the Company’s right-of-use assets and operating lease liabilities. The following table summarizes supplemental information related to operating lease right-of-use assets and operating lease liabilities recognized in the Company’s Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023. Operating Lease Term and Discount Rate June 30, 2024 December 31, 2023 Weighted average remaining lease term (years) 31.9 31.6 Weighted average discount rate 6.8 % 6.8 % 20 Table of Contents The following table summarizes the operating lease cost included in the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023. Three months ended June 30, Six months ended June 30, Operating Lease Cost (in thousands) 2024 2023 2024 2023 Operating lease cost included in property expense attributable to ground leases $ 616 $ 618 $ 1,232 $ 1,236 Operating lease cost included in general and administrative expense attributable to corporate office leases 431 434 861 871 Total operating lease cost $ 1,047 $ 1,052 $ 2,093 $ 2,107 The following table summarizes supplemental cash flow information related to operating leases in the Company’s Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023. Six months ended June 30, Operating Leases (in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 1,978 $ 1,933 Right-of-use assets obtained in exchange for new lease liabilities $ — $ 141 The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office leases as of June 30, 2024. Year Maturity of Operating Lease Liabilities (1) (in thousands) Remainder of 2024 $ 1,997 2025 4,022 2026 3,014 2027 2,023 2028 2,064 Thereafter 79,898 Total lease payments 93,018 Less: Imputed interest ( 60,335 ) Present value of operating lease liabilities $ 32,683 (1) Operating lease liabilities do not include estimates of CPI rent changes required by certain ground lease agreements. Therefore, actual payments may differ from those presented. 10. Earnings Per Share During the three and six months ended June 30, 2024 and 2023, there were 125,389 , 144,032 , 124,492 and 141,699 of unvested restricted shares of common stock (on a weighted average basis), respectively, that were considered participating securities for the purposes of computing earnings per share. 21 Table of Contents The following table reconciles the numerators and denominators in the computation of basic and diluted earnings per share of common stock for the three and six months ended June 30, 2024 and 2023. Three months ended June 30, Six months ended June 30, Earnings Per Share (in thousands, except per share data) 2024 2023 2024 2023 Numerator Net income attributable to common stockholders $ 59,737 $ 51,553 $ 96,317 $ 100,966 Denominator Weighted average common shares outstanding — basic 181,961 179,413 181,834 179,305 Effect of dilutive securities (1) Share-based compensation 224 318 253 210 Shares issuable under forward sales agreements — 7 1 3 Weighted average common shares outstanding — diluted 182,185 179,738 182,088 179,518 Net income per share — basic and diluted Net income per share attributable to common stockholders — basic $ 0.33 $ 0.29 $ 0.53 $ 0.56 Net income per share attributable to common stockholders — diluted $ 0.33 $ 0.29 $ 0.53 $ 0.56 (1) During the three and six months ended June 30, 2024 and 2023, there were approximately 125 , 144 , 124 and 142 unvested restricted shares of common stock (on a weighted average basis), respectively, that were not included in the computation of diluted earnings per share because the allocation of income under the two-class method was more dilutive. 11. Commitments and Contingencies The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance subject to deductible requirements. Management believes that the ultimate settlement of these actions will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company has letters of credit of approximately $ 3.4 million as of June 30, 2024 related to construction projects and certain other agreements. 12. Subsequent Events There were no recognized or non-recognized subsequent events. 22