STAG Industrial, Inc. 10-Q

Item 1. Financial Statements STAG Industrial, Inc. Consolidated Balance Sheets (unaudited, in thousands, except share data) March 31, 2025 December 31, 2024 Assets Rental Property: Land $ 776,387 $ 771,794 Buildings and improvements, net of accumulated depreciation of $ 1,129,346 and $ 1,085,866 , respectively 5,311,777 5,295,120 Deferred leasing intangibles, net of accumulated amortization of $ 386,560 and $ 386,627 , respectively 412,441 428,865 Total rental property, net 6,500,605 6,495,779 Cash and cash equivalents 9,327 36,284 Restricted cash 38,726 1,109 Tenant accounts receivable 141,919 136,357 Prepaid expenses and other assets 100,387 96,189 Interest rate swaps 26,261 36,466 Operating lease right-of-use assets 30,634 31,151 Total assets $ 6,847,859 $ 6,833,335 Liabilities and Equity Liabilities: Unsecured credit facility $ 512,000 $ 409,000 Unsecured term loans, net 1,022,185 1,021,848 Unsecured notes, net 1,494,303 1,594,092 Mortgage note, net 4,142 4,195 Accounts payable, accrued expenses and other liabilities 120,744 126,811 Interest rate swaps 783 — Tenant prepaid rent and security deposits 60,320 56,173 Dividends and distributions payable 23,668 23,469 Deferred leasing intangibles, net of accumulated amortization of $ 31,692 and $ 31,368 , respectively 31,229 33,335 Operating lease liabilities 34,833 35,304 Total liabilities 3,304,207 3,304,227 Commitments and contingencies (Note 11) Equity: Preferred stock, par value $ 0.01 per share, 20,000,000 shares authorized at March 31, 2025 and December 31, 2024; none issued or outstanding — — Common stock, par value $ 0.01 per share, 300,000,000 shares authorized at March 31, 2025 and December 31, 2024, 186,612,226 and 186,517,523 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 1,866 1,865 Additional paid-in capital 4,448,147 4,449,964 Cumulative dividends in excess of earnings ( 1,007,891 ) ( 1,029,757 ) Accumulated other comprehensive income 24,829 35,579 Total stockholders’ equity 3,466,951 3,457,651 Noncontrolling interest in operating partnership 74,302 69,932 Noncontrolling interest in joint ventures 2,399 1,525 Total equity 3,543,652 3,529,108 Total liabilities and equity $ 6,847,859 $ 6,833,335 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 March 31, 2025 2024 Revenue Rental income $ 205,362 $ 187,402 Other income 212 141 Total revenue 205,574 187,543 Expenses Property 43,678 39,071 General and administrative 13,306 12,952 Depreciation and amortization 73,900 71,427 Other expenses 572 563 Total expenses 131,456 124,013 Other income (expense) Interest and other income 5 11 Interest expense ( 32,529 ) ( 25,421 ) Debt extinguishment and modification expenses — ( 667 ) Gain on involuntary conversion 1,855 — Gain on the sale of rental property, net 49,913 — Total other income (expense) 19,244 ( 26,077 ) Net income 93,362 37,453 Less: income attributable to noncontrolling interest in operating partnership 1,964 826 Net income attributable to STAG Industrial, Inc. 91,398 36,627 Less: amount allocated to participating securities 58 47 Net income attributable to common stockholders $ 91,340 $ 36,580 Weighted average common shares outstanding — basic 186,468 181,708 Weighted average common shares outstanding — diluted 186,758 181,991 Net income per share — basic and diluted Net income per share attributable to common stockholders — basic $ 0.49 $ 0.20 Net income per share attributable to common stockholders — diluted $ 0.49 $ 0.20 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 March 31, 2025 2024 Net income $ 93,362 $ 37,453 Other comprehensive income (loss): Income (loss) on interest rate swaps ( 10,981 ) 7,076 Other comprehensive income (loss) ( 10,981 ) 7,076 Comprehensive income 82,381 44,529 Income attributable to noncontrolling interest ( 1,964 ) ( 826 ) Other comprehensive (income) loss attributable to noncontrolling interest 231 ( 156 ) Comprehensive income attributable to STAG Industrial, Inc. $ 80,648 $ 43,547 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 in Operating Partnership Noncontrolling Interest in Joint Ventures Total Equity Shares Par Amount Three months ended March 31, 2025 Balance, December 31, 2024 $ — 186,517,523 $ 1,865 $ 4,449,964 $ ( 1,029,757 ) $ 35,579 $ 3,457,651 $ 69,932 $ 1,525 $ 3,529,108 Proceeds from sales of common stock, net — — — ( 165 ) — — ( 165 ) — — ( 165 ) Dividends and distributions, net ($ 0.37 per share/unit) — — — — ( 69,508 ) — ( 69,508 ) ( 1,651 ) — ( 71,159 ) Non-cash compensation activity, net — 41,343 — ( 3,578 ) ( 24 ) — ( 3,602 ) 6,215 — 2,613 Redemption of common units to common stock — 53,360 1 988 — — 989 ( 989 ) — — Rebalancing of noncontrolling interest in operating partnership — — — 938 — — 938 ( 938 ) — — Contributions from noncontrolling interest in joint ventures — — — — — — — — 874 874 Other comprehensive loss — — — — — ( 10,750 ) ( 10,750 ) ( 231 ) — ( 10,981 ) Net income — — — — 91,398 — 91,398 1,964 — 93,362 Balance, March 31, 2025 $ — 186,612,226 $ 1,866 $ 4,448,147 $ ( 1,007,891 ) $ 24,829 $ 3,466,951 $ 74,302 $ 2,399 $ 3,543,652 Three months ended March 31, 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 — — — ( 170 ) — — ( 170 ) — — ( 170 ) Dividends and distributions, net ($ 0.37 per share/unit) — — — — ( 67,302 ) — ( 67,302 ) ( 1,570 ) — ( 68,872 ) Non-cash compensation activity, net — 68,927 1 ( 2,492 ) ( 234 ) — ( 2,725 ) 4,647 — 1,922 Redemption of common units to common stock — 314,982 3 5,850 — — 5,853 ( 5,853 ) — — Rebalancing of noncontrolling interest in operating partnership — — — ( 2,381 ) — — ( 2,381 ) 2,381 — — Other comprehensive income — — — — — 6,920 6,920 156 — 7,076 Net income — — — — 36,627 — 36,627 826 — 37,453 Balance, March 31, 2024 $ — 182,074,776 $ 1,821 $ 4,273,183 $ ( 979,629 ) $ 56,127 $ 3,351,502 $ 71,718 $ — $ 3,423,220 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) Three months ended March 31, 2025 2024 Cash flows from operating activities: Net income $ 93,362 $ 37,453 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 73,900 71,427 Gain on involuntary conversion ( 1,855 ) — Non-cash portion of interest expense 1,301 984 Amortization of above and below market leases, net ( 584 ) ( 303 ) Straight-line rent adjustments, net ( 4,190 ) ( 2,762 ) Gain on the sale of rental property, net ( 49,913 ) — Non-cash compensation expense 3,192 2,909 Change in assets and liabilities: Tenant accounts receivable ( 1,943 ) 2,204 Prepaid expenses and other assets ( 9,230 ) ( 8,787 ) Accounts payable, accrued expenses and other liabilities ( 4,647 ) 480 Tenant prepaid rent and security deposits 4,147 1,557 Total adjustments 10,178 67,709 Net cash provided by operating activities 103,540 105,162 Cash flows from investing activities: Additions of land and buildings and improvements ( 46,325 ) ( 24,622 ) Acquisitions of land and buildings and improvements ( 36,745 ) ( 43,599 ) Proceeds from sale of rental property, net 63,834 — Acquisition deposits, net 450 ( 2,324 ) Acquisitions of deferred leasing intangibles ( 6,140 ) ( 5,715 ) Net cash used in investing activities ( 24,926 ) ( 76,260 ) Cash flows from financing activities: Proceeds from unsecured credit facility 489,000 264,000 Repayment of unsecured credit facility ( 386,000 ) ( 231,000 ) Repayment of unsecured notes ( 100,000 ) — Repayment of mortgage notes ( 55 ) ( 53 ) Payment of loan fees and costs ( 5 ) ( 822 ) Proceeds from sales of common stock, net ( 159 ) ( 137 ) Dividends and distributions ( 70,960 ) ( 68,654 ) Repurchase and retirement of share-based compensation ( 649 ) ( 1,014 ) Contributions from noncontrolling interest in joint ventures 874 — Net cash used in financing activities ( 67,954 ) ( 37,680 ) Increase (decrease) in cash and cash equivalents and restricted cash 10,660 ( 8,778 ) Cash and cash equivalents and restricted cash—beginning of period 37,393 21,868 Cash and cash equivalents and restricted cash—end of period $ 48,053 $ 13,090 Supplemental disclosure: Cash paid for interest, net of amounts capitalized of $ 781 and $ 802 for 2025 and 2024, respectively $ 19,875 $ 22,165 Supplemental schedule of non-cash investing and financing activities Acquisitions of land and buildings and improvements $ ( 342 ) $ ( 671 ) Acquisitions of deferred leasing intangibles $ ( 58 ) $ ( 88 ) Additions to building and other capital improvements from involuntary conversion $ ( 1,855 ) $ ( 2,968 ) 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 $ 1,255 $ 4,443 Additions to building and other capital improvements from non-cash compensation $ ( 70 ) $ ( 39 ) Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses and other liabilities $ ( 58 ) $ ( 592 ) Dividends and distributions accrued $ 23,668 $ 22,936 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, development, 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 March 31, 2025 and December 31, 2024, the Company owned 97.9 % and 98.0 %, 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 March 31, 2025, the Company owned 597 industrial buildings in 41 states with approximately 117.6 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, 2024. 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 majority-owned subsidiaries and joint ventures over which the Company has a controlling financial interest are included in the consolidated financial statements. 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) March 31, 2025 December 31, 2024 Cash and cash equivalents $ 9,327 $ 36,284 Restricted cash 38,726 1,109 Total cash and cash equivalents and restricted cash $ 48,053 $ 37,393 Uncertain Tax Positions As of March 31, 2025 and December 31, 2024, there were no liabilities for uncertain tax positions. 8 Table of Contents Segment Reporting The Company manages its operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions and, accordingly, has only one reporting and operating segment. This single segment of real estate operations derives its revenues from rental income from the tenants who occupy its buildings. Substantially all revenues, expenses, and assets are attributable to this single segment and are consistent with the amounts presented in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations. Total expenditures for additions to segment long-lived assets are consistent with the amounts presented in the accompanying Consolidated Statements of Cash Flows as additions of land and buildings and improvements. The chief operating decision maker ("CODM") of the Company, which is its Chief Executive Officer, assesses performance of the segment and decides how to allocate resources based on net income that is reported on the accompanying Consolidated Statements of Operations. The CODM also assesses the performance of the segment based on funds from operations (“FFO”) and net operating income (“NOI”). FFO is calculated in accordance with the standards established by the National Association of Real Estate Investment Trusts. FFO represents GAAP net income (loss), excluding gains (or losses) from sales of depreciable operating buildings, impairment write-downs of depreciable real estate, real estate related depreciation and amortization (excluding amortization of deferred financing costs and fair market value of debt adjustment) and after adjustments for unconsolidated partnerships and joint ventures. NOI is defined as rental income, which includes billings for common area maintenance, real estate taxes and insurance, less property expenses, real estate tax expense and insurance expense. 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 March 31, 2025 and December 31, 2024. Rental Property (in thousands) March 31, 2025 December 31, 2024 Land $ 776,387 $ 771,794 Buildings, net of accumulated depreciation of $ 769,777 and $ 738,348 , respectively 4,639,358 4,634,634 Tenant improvements, net of accumulated depreciation of $ 42,056 and $ 42,092 , respectively 43,702 44,987 Building and land improvements, net of accumulated depreciation of $ 317,513 and $ 305,426 , respectively 488,122 396,883 Construction in progress 140,595 218,616 Deferred leasing intangibles, net of accumulated amortization of $ 386,560 and $ 386,627 , respectively 412,441 428,865 Total rental property, net $ 6,500,605 $ 6,495,779 Acquisitions The following table summarizes the Company’s acquisitions during the three months ended March 31, 2025. The Company accounted for all of its acquisitions as asset acquisitions. Market (1) Date Acquired Square Feet Number of Buildings Purchase Price (in thousands) Minneapolis, MN January 9, 2025 161,600 1 $ 16,537 Chicago, IL February 27, 2025 231,964 2 26,748 Three months ended March 31, 2025 393,564 3 $ 43,285 (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. 9 Table of Contents The following table summarizes the allocation of the consideration paid at the date of acquisition during the three months ended March 31, 2025 for the acquired assets and liabilities in connection with the acquisitions identified in the table above. Three Months Ended March 31, 2025 Acquired Assets and Liabilities Purchase Price (in thousands) Weighted Average Amortization Period (years) of Intangibles at Acquisition Land $ 6,025 N/A Buildings 29,635 N/A Tenant improvements 109 N/A Building and land improvements 1,318 N/A Deferred leasing intangibles - in-place leases 3,619 3.3 Deferred leasing intangibles - tenant relationships 2,713 7.3 Deferred leasing intangibles - below market leases ( 134 ) 2.5 Total purchase price $ 43,285 Disposition The following table summarizes the Company’s disposition during the three months ended March 31, 2025. The disposition was sold to a third party and was accounted for under the full accrual method. Sale of rental property, net (dollars in thousands) Three months ended March 31, 2025 Number of buildings 1 Building square feet (in millions) 0.3 Proceeds from sale of rental property, net $ 63,834 Net book value $ 13,921 Gain on the sale of rental property, net $ 49,913 The following table summarizes the results of operations for the three months ended March 31, 2025 and 2024 for the building sold during the three months ended March 31, 2025, which is included in the Company’s Consolidated Statements of Operations prior to the date of sale. Three months ended March 31, Sale of rental property, net (dollars in thousands) 2025 2024 Sold building contribution to net income (loss) (1) $ ( 144 ) $ 321 (1) Exclusive of gain on the sale of rental property, net. Involuntary Conversion During the three months ended March 31, 2025, the Company recognized a gain on involuntary conversion of approximately $ 1.9 million related to tornado damage to one of the Company’s buildings in December 2023. The Company did not recognize a gain or loss on involuntary conversion during the three months ended March 31, 2024. Deferred Leasing Intangibles The following table summarizes the deferred leasing intangibles, net on the accompanying Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024. March 31, 2025 December 31, 2024 Deferred Leasing Intangibles (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Above market leases $ 74,053 $ ( 38,817 ) $ 35,236 $ 76,232 $ ( 39,335 ) $ 36,897 Other intangible lease assets 724,948 ( 347,743 ) 377,205 739,260 ( 347,292 ) 391,968 Total deferred leasing intangible assets $ 799,001 $ ( 386,560 ) $ 412,441 $ 815,492 $ ( 386,627 ) $ 428,865 Below market leases $ 62,921 $ ( 31,692 ) $ 31,229 $ 64,703 $ ( 31,368 ) $ 33,335 Total deferred leasing intangible liabilities $ 62,921 $ ( 31,692 ) $ 31,229 $ 64,703 $ ( 31,368 ) $ 33,335 10 Table of Contents The following table summarizes the net increase to rental income and amortization expense for the amortization of deferred leasing intangibles during the three months ended March 31, 2025 and 2024. Three months ended March 31, Deferred Leasing Intangibles Amortization (in thousands) 2025 2024 Net increase to rental income related to above and below market lease amortization $ 578 $ 297 Amortization expense related to other intangible lease assets $ 21,094 $ 22,074 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 note as of March 31, 2025 and December 31, 2024. Indebtedness (dollars in thousands) March 31, 2025 December 31, 2024 Interest Rate (1)(2) Maturity Date Prepayment Terms (3) Unsecured credit facility: Unsecured Credit Facility (4) $ 512,000 $ 409,000 Term SOFR + 0.875 % September 7, 2029 i Total unsecured credit facility 512,000 409,000 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 4.83 % March 23, 2029 i Total unsecured term loans 1,025,000 1,025,000 Total unamortized deferred financing fees and debt issuance costs ( 2,815 ) ( 3,152 ) Total carrying value unsecured term loans, net 1,022,185 1,021,848 Unsecured notes: Series D Unsecured Notes — 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 175,000 175,000 6.05 % May 28, 2029 ii Series M Unsecured Notes 125,000 125,000 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 150,000 150,000 6.30 % May 28, 2034 ii Total unsecured notes 1,500,000 1,600,000 Total unamortized deferred financing fees and debt issuance costs ( 5,697 ) ( 5,908 ) Total carrying value unsecured notes, net 1,494,303 1,594,092 Mortgage note (secured debt): United of Omaha Life Insurance Company 4,267 4,322 3.71 % October 1, 2039 ii Total mortgage note 4,267 4,322 Net unamortized fair market value discount ( 125 ) ( 127 ) Total carrying value mortgage note, net 4,142 4,195 Total / weighted average interest rate (6) $ 3,032,630 $ 3,029,135 4.13 % (1) Interest rate as of March 31, 2025. At March 31, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Simple Secured Overnight Financing Rate (“Daily SOFR”) was 4.3194 % and 4.3223 %, respectively. 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 11 Table of Contents 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 March 31, 2025, one-month Term SOFR for the Unsecured Term Loans A, G, H, and I was swapped to a fixed rate of 1.31 %, 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 SOFR, and effective January 15, 2025, Daily SOFR was swapped to a fixed rate of 3.98 % (including the 0.10% adjustment). (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 $ 9.4 million and $ 10.1 million are included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, respectively. The initial maturity date is September 8, 2028, 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 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 of the Unsecured Term Loan F 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 March 31, 2025 was approximately $ 483.8 million, including issued letters of credit. The Company’s actual borrowing capacity at any given point in time may be less or restricted to a maximum amount based on the Company’s debt covenant compliance. Total accrued interest for the Company’s indebtedness was approximately $ 24.5 million and $ 13.7 million as of March 31, 2025 and December 31, 2024, 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 months ended March 31, 2025 and 2024. Three months ended March 31, Costs Included in Interest Expense (in thousands) 2025 2024 Amortization of deferred financing fees and debt issuance costs and fair market value discount $ 1,301 $ 984 Facility, unused, and other fees $ 435 $ 439 Debt Activity On February 20, 2025, the Company redeemed in full at maturity the $ 100.0 million in aggregate principal amount of the Series D Unsecured Notes with a fixed interest rate of 4.32%. Financial Covenant Considerations The Company was in compliance with all such applicable restrictions and financial and other covenants as of March 31, 2025 and December 31, 2024 related to its unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note. The real estate net book value of the property that is collateral for the Company’s debt arrangements was approximately $ 7.2 million and $ 7.3 million at March 31, 2025 and December 31, 2024, respectively, and is limited to senior, property-level secured debt financing arrangements. 12 Table of Contents 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 March 31, 2025 and December 31, 2024. March 31, 2025 December 31, 2024 Indebtedness (in thousands) Principal Outstanding Fair Value Principal Outstanding Fair Value Unsecured credit facility $ 512,000 $ 512,000 $ 409,000 $ 409,000 Unsecured term loans 1,025,000 1,025,000 1,025,000 1,025,000 Unsecured notes 1,500,000 1,423,658 1,600,000 1,490,667 Mortgage note 4,267 3,340 4,322 3,366 Total principal amount 3,041,267 $ 2,963,998 3,038,322 $ 2,928,033 Net unamortized fair market value discount ( 125 ) ( 127 ) Total unamortized deferred financing fees and debt issuance costs ( 8,512 ) ( 9,060 ) Total carrying value $ 3,032,630 $ 3,029,135 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. As of March 31, 2025, the Company had 17 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 March 31, 2025 and December 31, 2024. Balance Sheet Line Item (in thousands) Effective Notional Amount March 31, 2025 Fair Value March 31, 2025 Effective Notional Amount December 31, 2024 Fair Value December 31, 2024 Interest rate swaps-gross asset $ 825,000 $ 26,261 $ 1,025,000 $ 36,466 Interest rate swaps-gross liability $ 200,000 $ ( 783 ) $ — $ — 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 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 $ 17.3 million will be reclassified from accumulated other comprehensive income as a decrease to interest expense over the next 12 months. 13 Table of Contents The following table summarizes the effect of cash flow hedge accounting and the location of amounts related to the Company’s derivatives in the consolidated financial statements for the three months ended March 31, 2025 and 2024. Three months ended March 31, Effect of Cash Flow Hedge Accounting (in thousands) 2025 2024 Income (loss) recognized in accumulated other comprehensive income on interest rate swaps $ ( 5,104 ) $ 16,405 Income reclassified from accumulated other comprehensive income into income as interest expense $ 5,877 $ 9,329 Total interest expense presented in the Consolidated Statements of Operations in which the effect of cash flow hedges are recorded $ 32,529 $ 25,421 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 March 31, 2025, 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 fair values of interest rate swaps are determined by using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market 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. 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 March 31, 2025 and December 31, 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. 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 March 31, 2025 and December 31, 2024. Fair Value Measurements as of March 31, 2025 Using Balance Sheet Line Item (in thousands) Fair Value March 31, 2025 Level 1 Level 2 Level 3 Interest rate swaps-gross asset $ 26,261 $ — $ 26,261 $ — Interest rate swaps-gross liability $ ( 783 ) $ — $ ( 783 ) $ — Fair Value Measurements as of December 31, 2024 Using Balance Sheet Line Item (in thousands) Fair Value December 31, 2024 Level 1 Level 2 Level 3 Interest rate swaps-gross asset $ 36,466 $ — $ 36,466 $ — 14 Table of Contents 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 March 31, 2025 and December 31, 2024, 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 March 31, 2025. There was no activity for the ATM common stock offering program during the three months ended March 31, 2025, except for the shares sold on a forward basis, as discussed below. ATM Common Stock Offering Program (1) Date Maximum Aggregate Offering Price (in thousands) Aggregate Available as of March 31, 2025 (in thousands) 2025 $750 million ATM February 13, 2025 $ 750,000 $ 749,821 (1) The 2022 $750 million ATM program was terminated on February 12, 2025. The following table summarizes the activity for shares sold on a forward basis under the ATM common stock offering program and shares settled during the three months ended March 31, 2025. The Company initially does not receive any proceeds from the sales of shares on a forward basis. The Company may fully physically settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, 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 agreements at any time through the respective scheduled maturity dates. Forward Sale Agreements Shares Gross Sales (in thousands) Weighted Average Gross Sales Price Per Share Weighted Average Net Sales Price Per Share Sales Commissions Per Share (1) Forward Sale Agreements Outstanding at December 31, 2024 — $ — New forward sale agreements 4,830 179 $ 37.02 $ 36.65 $ 0.37 Forward sale agreements settled — — Forward Sale Agreements Outstanding at March 31, 2025 4,830 $ 179 (1) Upon a forward sale, the equity distribution agent typically earns a sales commission of 1% of the gross sales price. Restricted Stock-Based Compensation The Company granted restricted shares of common stock under the 2011 Plan on January 7, 2025 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, 2026, 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 three months ended March 31, 2025. Unvested Restricted Shares of Common Stock Shares Weighted Average Grant Date Fair Value per Share Balance at December 31, 2024 118,667 $ 37.30 Granted 52,352 $ 33.14 Vested (1) ( 51,100 ) $ 36.11 Forfeited ( 5,904 ) $ 35.99 Balance at March 31, 2025 114,015 $ 35.99 (1) The Company repurchased and retired 18,456 restricted shares of common stock that vested during the three months ended March 31, 2025. The unrecognized compensation expense associated with the Company’s restricted shares of common stock at March 31, 2025 was approximately $ 3.4 million and is expected to be recognized over a weighted average period of approximately 2.6 years. 15 Table of Contents The following table summarizes the fair value at vesting for the restricted shares of common stock that vested during the three months ended March 31, 2025 and 2024. Three months ended March 31, Vested Restricted Shares of Common Stock 2025 2024 Vested restricted shares of common stock 51,100 59,232 Fair value of vested restricted shares of common stock (in thousands) $ 1,728 $ 2,325 7. Noncontrolling Interest Noncontrolling Interest in Operating Partnership The following table summarizes the activity for noncontrolling interest in the Operating Partnership during the three months ended March 31, 2025. Noncontrolling Interest LTIP Units Other Common Units Total Noncontrolling Common Units Noncontrolling Interest Balance at December 31, 2024 2,307,662 1,464,718 3,772,380 2.0 % Granted/Issued 280,334 — 280,334 N/A Forfeited — — — N/A Conversions from LTIP units to Other Common Units ( 53,360 ) 53,360 — N/A Redemptions from Other Common Units to common stock — ( 53,360 ) ( 53,360 ) N/A Balance at March 31, 2025 2,534,636 1,464,718 3,999,354 2.1 % LTIP Units The Company granted LTIP units under the 2011 Plan on January 7, 2025 to non-employee, independent directors, which vest in equal quarterly installments over one year, with the first vesting date having been March 31, 2025, subject to the recipient’s continued service. The Company granted LTIP units under the 2011 Plan on January 7, 2025 to certain executive officers and senior employees of the Company, which will vest in equal quarterly installments over four years , with the first vesting date having been March 31, 2025, subject to the recipient’s continued employment. Refer to Note 8 for a discussion of the LTIP units granted on January 7, 2025 pursuant to the 2022 performance units. 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 three months ended March 31, 2025 (excluding the LTIP units granted pursuant to the 2022 performance units discussed in Note 8). LTIP Units Grant date January 7, 2025 Expected term (years) 10 Expected stock price volatility 25.0 % Expected dividend yield 4.0 % Risk-free interest rate 4.33 % Fair value of LTIP units at issuance (in thousands) $ 4,848 LTIP units at issuance 154,001 Fair value unit price per LTIP unit at issuance $ 31.48 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. 16 Table of Contents The following table summarizes activity related to the Company’s unvested LTIP units during the three months ended March 31, 2025. Unvested LTIP Units LTIP Units Weighted Average Grant Date Fair Value per Unit Balance at December 31, 2024 182,382 $ 36.10 Granted 280,334 $ 31.48 Vested ( 192,086 ) $ 32.81 Forfeited — $ — Balance at March 31, 2025 270,630 $ 33.65 The unrecognized compensation expense associated with the Company’s LTIP units at March 31, 2025 was approximately $ 8.1 million and is expected to be recognized over a weighted average period of approximately 2.6 years. Noncontrolling Interest in Joint Ventures At March 31, 2025, the Company held a 90.0 % interest in a joint venture located in Concord, North Carolina, and a 95.3 % interest in a joint venture located in Reno, Nevada. The third-party equity interest in these joint ventures, totaling approximately $ 2.4 million at March 31, 2025, is included in noncontrolling interest in joint ventures on the accompanying Consolidated Balance Sheets. 8. Equity Incentive Plan On January 7, 2025, 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 7, 2025 are substantially the same as the terms of the performance units granted in January 2024, except that the measuring period commenced on January 1, 2025 and ends on December 31, 2027. 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 three months ended March 31, 2025. Performance Units Grant date January 7, 2025 Expected stock price volatility 24.6 % Expected dividend yield 4.0 % Risk-free interest rate 4.3294 % Fair value of performance units grant (in thousands) $ 6,858 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. 17 Table of Contents On December 31, 2024, the measuring period for the 2022 performance units concluded, and it was determined that the Company’s total stockholder return 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 2022 performance units at the conclusion of the applicable measuring period during the three months ended March 31, 2025. Settlement of Performance Units in LTIP Units or Shares of Common Stock 2022 Performance Units Measuring period conclusion date December 31, 2024 Issuance date January 7, 2025 Vested LTIP units 126,333 Vested shares of common stock 8,246 Shares of common stock repurchased and retired 751 The unrecognized compensation expense associated with the Company’s performance units at March 31, 2025 was approximately $ 11.4 million and is expected to be recognized over a weighted average period of approximately 2.2 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 months ended March 31, 2025 and 2024. Three months ended March 31, Non-Cash Compensation Expense (in thousands) 2025 2024 Restricted shares of common stock $ 394 $ 475 LTIP units 1,108 899 Performance units 1,482 1,357 Director compensation (1) 198 177 Total non-cash compensation expense $ 3,182 $ 2,908 (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 months ended March 31, 2025 and 2024. The number of shares of common stock granted was calculated based on the trailing ten day average common stock price on the third business day preceding the grant date. 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 months ended March 31, 2025 and 2024. Three months ended March 31, Rental Income (in thousands) 2025 2024 Fixed lease payments $ 156,782 $ 142,111 Variable lease payments 43,759 42,189 Straight-line rental income 4,243 2,805 Net increase to rental income related to above and below market lease amortization 578 297 Total rental income $ 205,362 $ 187,402 As of March 31, 2025 and December 31, 2024, the Company had accrued rental income of approximately $ 122.2 million and $ 118.6 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets. 18 Table of Contents As of March 31, 2025 and December 31, 2024, the Company’s total liability associated with lease security deposits was approximately $ 23.8 million and $ 23.9 million, respectively, which is included in tenant prepaid rent and security deposits on the accompanying Consolidated Balance Sheets. 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 1.1 years to 57.5 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 March 31, 2025 and December 31, 2024. Operating Lease Term and Discount Rate March 31, 2025 December 31, 2024 Weighted average remaining lease term (years) 35.1 34.9 Weighted average discount rate 6.9 % 6.9 % The following table summarizes the operating lease cost included in the Company’s Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024. Three months ended March 31, Operating Lease Cost (in thousands) 2025 2024 Operating lease cost included in property expense attributable to ground leases $ 697 $ 616 Operating lease cost included in general and administrative expense attributable to corporate office leases 430 430 Total operating lease cost $ 1,127 $ 1,046 The following table summarizes supplemental cash flow information related to operating leases in the Company’s Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024. Three months ended March 31, Operating Leases (in thousands) 2025 2024 Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 1,057 $ 989 The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office leases as of March 31, 2025. Year Maturity of Operating Lease Liabilities (1) (in thousands) Remainder of 2025 $ 3,196 2026 3,245 2027 2,265 2028 2,306 2029 2,312 Thereafter 94,551 Total lease payments 107,875 Less: Imputed interest ( 73,042 ) Present value of operating lease liabilities $ 34,833 (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 months ended March 31, 2025 and 2024, there were 115,160 and 123,595 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. 19 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 months ended March 31, 2025 and 2024. Three months ended March 31, Earnings Per Share (in thousands, except per share data) 2025 2024 Numerator Net income attributable to common stockholders $ 91,340 $ 36,580 Denominator Weighted average common shares outstanding — basic 186,468 181,708 Effect of dilutive securities (1) Share-based compensation 290 281 Shares issuable under forward sale agreements — 2 Weighted average common shares outstanding — diluted 186,758 181,991 Net income per share — basic and diluted Net income per share attributable to common stockholders — basic $ 0.49 $ 0.20 Net income per share attributable to common stockholders — diluted $ 0.49 $ 0.20 (1) During the three months ended March 31, 2025 and 2024, there were approximately 115 and 124 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 $ 4.2 million as of March 31, 2025 related to construction projects and certain other agreements. 12. Subsequent Events The following non-recognized subsequent event was noted. On April 15, 2025, the Company entered into a note purchase agreement for the future private placement by the Operating Partnership of $ 350.0 million senior unsecured notes maturing June 25, 2030 with a fixed annual interest rate of 5.50 %, $ 100.0 million senior unsecured notes maturing June 25, 2033 with a fixed annual interest rate of 5.82 %, and $ 100.0 million senior unsecured notes maturing June 25, 2035 with a fixed annual interest rate of 5.99 %. The notes are expected to be issued on or around June 25, 2025, subject to conditions. 20