STAG Industrial, Inc. 10-Q

Item 1. Financial Statements STAG Industrial, Inc. Consolidated Balance Sheets (unaudited, in thousands, except share data) September 30, 2025 December 31, 2024 Assets Rental Property: Land $ 793,164 $ 771,794 Buildings and improvements, net of accumulated depreciation of $ 1,221,545 and $ 1,085,866 , respectively 5,396,280 5,295,120 Deferred leasing intangibles, net of accumulated amortization of $ 426,813 and $ 386,627 , respectively 381,714 428,865 Total rental property, net 6,571,158 6,495,779 Cash and cash equivalents 17,319 36,284 Restricted cash 1,110 1,109 Tenant accounts receivable 144,996 136,357 Prepaid expenses and other assets 109,705 96,189 Interest rate swaps 16,945 36,466 Operating lease right-of-use assets 29,756 31,151 Assets held for sale, net 6,091 — Total assets $ 6,897,080 $ 6,833,335 Liabilities and Equity Liabilities: Unsecured credit facility $ 110,000 $ 409,000 Unsecured term loans, net 1,021,045 1,021,848 Unsecured notes, net 1,966,606 1,594,092 Mortgage note, net 4,035 4,195 Accounts payable, accrued expenses and other liabilities 154,515 126,811 Interest rate swaps 1,271 — Tenant prepaid rent and security deposits 55,065 56,173 Dividends and distributions payable 23,669 23,469 Deferred leasing intangibles, net of accumulated amortization of $ 35,569 and $ 31,368 , respectively 26,879 33,335 Operating lease liabilities 34,039 35,304 Total liabilities 3,397,124 3,304,227 Commitments and contingencies (Note 11) Equity: Preferred stock, par value $ 0.01 per share, 20,000,000 shares authorized at September 30, 2025 and December 31, 2024; none issued or outstanding — — Common stock, par value $ 0.01 per share, 300,000,000 shares authorized at September 30, 2025 and December 31, 2024, 186,744,593 and 186,517,523 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 1,867 1,865 Additional paid-in capital 4,456,453 4,449,964 Cumulative dividends in excess of earnings ( 1,048,331 ) ( 1,029,757 ) Accumulated other comprehensive income 15,236 35,579 Total stockholders’ equity 3,425,225 3,457,651 Noncontrolling interest in operating partnership 71,078 69,932 Noncontrolling interest in joint ventures 3,653 1,525 Total equity 3,499,956 3,529,108 Total liabilities and equity $ 6,897,080 $ 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 September 30, Nine months ended September 30, 2025 2024 2025 2024 Revenue Rental income $ 209,995 $ 190,286 $ 622,795 $ 564,155 Other income 1,126 453 1,493 3,904 Total revenue 211,121 190,739 624,288 568,059 Expenses Property 42,168 38,015 126,249 114,564 General and administrative 12,173 11,978 38,380 36,758 Depreciation and amortization 75,963 72,506 224,336 219,213 Loss on impairment — — 888 4,967 Other expenses 563 545 1,077 1,703 Total expenses 130,867 123,044 390,930 377,205 Other income (expense) Interest and other income 372 14 380 39 Interest expense ( 31,670 ) ( 28,705 ) ( 97,817 ) ( 81,498 ) Debt extinguishment and modification expenses ( 1,503 ) ( 36 ) ( 1,503 ) ( 703 ) Gain on involuntary conversion — 3,568 1,855 9,285 Gain on the sales of rental property, net 2,196 195 57,801 23,281 Total other income (expense) ( 30,605 ) ( 24,964 ) ( 39,284 ) ( 49,596 ) Net income 49,649 42,731 194,074 141,258 Less: income attributable to noncontrolling interest in operating partnership 1,013 875 4,035 2,992 Net income attributable to STAG Industrial, Inc. 48,636 41,856 190,039 138,266 Less: amount allocated to participating securities 42 45 128 138 Net income attributable to common stockholders $ 48,594 $ 41,811 $ 189,911 $ 138,128 Weighted average common shares outstanding — basic 186,593 182,027 186,533 181,899 Weighted average common shares outstanding — diluted 186,840 182,297 186,837 182,173 Net income per share — basic and diluted Net income per share attributable to common stockholders — basic $ 0.26 $ 0.23 $ 1.02 $ 0.76 Net income per share attributable to common stockholders — diluted $ 0.26 $ 0.23 $ 1.02 $ 0.76 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 September 30, Nine months ended September 30, 2025 2024 2025 2024 Net income $ 49,649 $ 42,731 $ 194,074 $ 141,258 Other comprehensive loss: Loss on interest rate swaps ( 2,773 ) ( 28,513 ) ( 20,775 ) ( 24,404 ) Other comprehensive loss ( 2,773 ) ( 28,513 ) ( 20,775 ) ( 24,404 ) Comprehensive income 46,876 14,218 173,299 116,854 Income attributable to noncontrolling interest ( 1,013 ) ( 875 ) ( 4,035 ) ( 2,992 ) Other comprehensive loss attributable to noncontrolling interest 55 605 432 517 Comprehensive income attributable to STAG Industrial, Inc. $ 45,918 $ 13,948 $ 169,696 $ 114,379 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 September 30, 2025 Balance, June 30, 2025 $ — 186,691,274 $ 1,867 $ 4,452,472 $ ( 1,027,416 ) $ 17,954 $ 3,444,877 $ 72,447 $ 3,335 $ 3,520,659 Proceeds from sales of common stock, net — — — ( 96 ) — — ( 96 ) — — ( 96 ) Dividends and distributions, net ($ 0.37 per share/unit) — — — — ( 69,551 ) — ( 69,551 ) ( 1,456 ) — ( 71,007 ) Non-cash compensation activity, net — 2,370 — 2,145 — — 2,145 1,061 — 3,206 Redemption of common units to common stock — 50,949 — 940 — — 940 ( 940 ) — — Rebalancing of noncontrolling interest in operating partnership — — — 992 — — 992 ( 992 ) — — Contributions from noncontrolling interest in joint ventures — — — — — — — — 318 318 Other comprehensive loss — — — — — ( 2,718 ) ( 2,718 ) ( 55 ) — ( 2,773 ) Net income — — — — 48,636 — 48,636 1,013 — 49,649 Balance, September 30, 2025 $ — 186,744,593 $ 1,867 $ 4,456,453 $ ( 1,048,331 ) $ 15,236 $ 3,425,225 $ 71,078 $ 3,653 $ 3,499,956 Three months ended September 30, 2024 Balance, June 30, 2024 $ — 182,105,303 $ 1,821 $ 4,276,498 $ ( 987,218 ) $ 53,228 $ 3,344,329 $ 71,001 $ — $ 3,415,330 Proceeds from sales of common stock, net — — — ( 103 ) — — ( 103 ) — — ( 103 ) Dividends and distributions, net ($ 0.37 per share/unit) — — — — ( 67,398 ) — ( 67,398 ) ( 1,135 ) — ( 68,533 ) Non-cash compensation activity, net — 4,769 — 2,084 — — 2,084 909 — 2,993 Redemption of common units to common stock — 95,568 1 1,755 — — 1,756 ( 1,756 ) — — Rebalancing of noncontrolling interest in operating partnership — — — 1,056 — — 1,056 ( 1,056 ) — — Contributions from noncontrolling interest in joint ventures — — — — — — — — 435 435 Other comprehensive loss — — — — — ( 27,908 ) ( 27,908 ) ( 605 ) — ( 28,513 ) Net income — — — — 41,856 — 41,856 875 — 42,731 Balance, September 30, 2024 $ — 182,205,640 $ 1,822 $ 4,281,290 $ ( 1,012,760 ) $ 25,320 $ 3,295,672 $ 68,233 $ 435 $ 3,364,340 Nine months ended September 30, 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 — — — ( 515 ) — — ( 515 ) — — ( 515 ) Dividends and distributions, net ($ 1.12 per share/unit) — — — — ( 208,589 ) — ( 208,589 ) ( 4,609 ) — ( 213,198 ) Non-cash compensation activity, net — 49,567 — 774 ( 24 ) — 750 8,384 — 9,134 Redemption of common units to common stock — 177,503 2 3,287 — — 3,289 ( 3,289 ) — — Rebalancing of noncontrolling interest in operating partnership — — — 2,943 — — 2,943 ( 2,943 ) — — Contributions from noncontrolling interest in joint ventures — — — — — — — — 2,128 2,128 Other comprehensive loss — — — — — ( 20,343 ) ( 20,343 ) ( 432 ) — ( 20,775 ) Net income — — — — 190,039 — 190,039 4,035 — 194,074 Balance, September 30, 2025 $ — 186,744,593 $ 1,867 $ 4,456,453 $ ( 1,048,331 ) $ 15,236 $ 3,425,225 $ 71,078 $ 3,653 $ 3,499,956 Nine months ended September 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 — — — ( 362 ) — — ( 362 ) — — ( 362 ) Dividends and distributions, net ($ 1.11 per share/unit) — — — — ( 202,072 ) — ( 202,072 ) ( 4,248 ) — ( 206,320 ) Non-cash compensation activity, net — 74,223 1 1,677 ( 234 ) — 1,444 6,478 — 7,922 Redemption of common units to common stock — 440,550 4 8,157 — — 8,161 ( 8,161 ) — — Rebalancing of noncontrolling interest in operating partnership — — — ( 558 ) — — ( 558 ) 558 — — Contributions from controlling interest in joint ventures — — — — — — — — 435 435 Other comprehensive loss — — — — — ( 23,887 ) ( 23,887 ) ( 517 ) — ( 24,404 ) Net income — — — — 138,266 — 138,266 2,992 — 141,258 Balance, September 30, 2024 $ — 182,205,640 $ 1,822 $ 4,281,290 $ ( 1,012,760 ) $ 25,320 $ 3,295,672 $ 68,233 $ 435 $ 3,364,340 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) Nine months ended September 30, 2025 2024 Cash flows from operating activities: Net income $ 194,074 $ 141,258 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 224,336 219,213 Loss on impairment 888 4,967 Gain on involuntary conversion ( 1,855 ) ( 9,285 ) Non-cash portion of interest expense 4,044 3,201 Amortization of above and below market leases, net ( 1,894 ) 2 Straight-line rent adjustments, net ( 15,244 ) ( 11,384 ) Debt extinguishment and modification expenses 30 36 Gain on the sales of rental property, net ( 57,801 ) ( 23,281 ) Non-cash compensation expense 9,581 8,824 Change in assets and liabilities: Tenant accounts receivable 7,062 9,273 Prepaid expenses and other assets ( 28,199 ) ( 28,596 ) Accounts payable, accrued expenses and other liabilities 25,007 38,317 Tenant prepaid rent and security deposits ( 1,108 ) 2,818 Total adjustments 164,847 214,105 Net cash provided by operating activities 358,921 355,363 Cash flows from investing activities: Additions of land and buildings and improvements ( 143,893 ) ( 83,082 ) Acquisitions of land and buildings and improvements ( 150,415 ) ( 358,146 ) Acquisitions of other assets — ( 196 ) Proceeds from sale of rental property, net 78,319 97,718 Acquisition deposits, net ( 30 ) ( 245 ) Acquisitions of deferred leasing intangibles ( 20,838 ) ( 46,570 ) Net cash used in investing activities ( 236,857 ) ( 390,521 ) Cash flows from financing activities: Proceeds from unsecured credit facility 873,000 1,043,000 Repayment of unsecured credit facility ( 1,172,000 ) ( 1,189,000 ) Proceeds from unsecured term loans 55,000 — Repayment of unsecured term loans ( 55,000 ) — Proceeds from unsecured notes 550,000 450,000 Repayment of unsecured notes ( 175,000 ) — Repayment of mortgage notes ( 166 ) ( 161 ) Payment of loan fees and costs ( 4,747 ) ( 12,379 ) Proceeds from sales of common stock, net ( 595 ) ( 342 ) Dividends and distributions ( 212,999 ) ( 206,105 ) Repurchase and retirement of share-based compensation ( 649 ) ( 1,014 ) Contributions from noncontrolling interest in joint ventures 2,128 435 Net cash provided by (used in) financing activities ( 141,028 ) 84,434 Increase (decrease) in cash and cash equivalents and restricted cash ( 18,964 ) 49,276 Cash and cash equivalents and restricted cash—beginning of period 37,393 21,868 Cash and cash equivalents and restricted cash—end of period $ 18,429 $ 71,144 Supplemental disclosure: Cash paid for interest, net of amounts capitalized of $ 2,605 and $ 1,770 for 2025 and 2024, respectively $ 76,375 $ 66,339 Supplemental schedule of non-cash investing and financing activities Acquisitions of land and buildings and improvements $ ( 342 ) $ ( 2,456 ) Acquisitions of deferred leasing intangibles $ ( 58 ) $ ( 357 ) Additions to building and other capital improvements from involuntary conversion $ ( 1,855 ) $ ( 12,253 ) 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 $ ( 1,493 ) $ ( 17,110 ) Additions to building and other capital improvements from non-cash compensation $ ( 203 ) $ ( 137 ) Change in loan fees, costs, and offering costs included in accounts payable, accrued expenses and other liabilities $ ( 452 ) $ ( 559 ) Dividends and distributions accrued $ 23,669 $ 22,937 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 “Code”). 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 September 30, 2025 and December 31, 2024, the Company owned 98.0 % 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 September 30, 2025, the Company owned 601 industrial buildings in 41 states with approximately 119.2 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) September 30, 2025 December 31, 2024 Cash and cash equivalents $ 17,319 $ 36,284 Restricted cash 1,110 1,109 Total cash and cash equivalents and restricted cash $ 18,429 $ 37,393 Uncertain Tax Positions As of September 30, 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 September 30, 2025 and December 31, 2024. Rental Property (in thousands) September 30, 2025 December 31, 2024 Land $ 793,164 $ 771,794 Buildings, net of accumulated depreciation of $ 832,200 and $ 738,348 , respectively 4,651,997 4,634,634 Tenant improvements, net of accumulated depreciation of $ 46,633 and $ 42,092 , respectively 42,664 44,987 Building and land improvements, net of accumulated depreciation of $ 342,712 and $ 305,426 , respectively 559,744 396,883 Construction in progress 141,875 218,616 Deferred leasing intangibles, net of accumulated amortization of $ 426,813 and $ 386,627 , respectively 381,714 428,865 Total rental property, net $ 6,571,158 $ 6,495,779 9 Table of Contents Acquisitions The following table summarizes the Company’s acquisitions during the three and nine months ended September 30, 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 Louisville, KY (2) May 7, 2025 — — 5,497 Chicago, IL June 12, 2025 183,200 1 18,399 Three months ended June 30, 2025 183,200 1 23,896 Houston, TX (3) September 15, 2025 462,250 1 47,485 Dayton, OH (2) September 23, 2025 — — 2,944 Dayton, OH (3) September 23, 2025 524,160 1 54,043 Three months ended September 30, 2025 986,410 2 104,472 Nine months ended September 30, 2025 1,563,174 6 $ 171,653 (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. (3) These buildings were acquired through reverse like-kind exchange agreements pursuant to Section 1031 of the Code (“Reverse 1031 Exchanges”) with a third-party intermediary. See below under “Variable Interest Entities” for additional information. On May 7, 2025, the Company formed a joint venture with a third party, and the venture is primarily engaged in the development and eventual operation of an industrial real estate property located in Shepherdsville, Kentucky. The Company accounts for its investment in the joint venture under the voting interest model of consolidation. See Note 7 for further discussion of the third party’s noncontrolling interest in the joint venture. The following table summarizes the allocation of the consideration paid at the date of acquisition during the nine months ended September 30, 2025 for the acquired assets and liabilities in connection with the acquisitions identified in the table above. Nine Months Ended September 30, 2025 Acquired Assets and Liabilities Purchase Price (in thousands) Weighted Average Amortization Period (years) of Intangibles at Acquisition Land $ 24,563 N/A Buildings 112,301 N/A Tenant improvements 1,518 N/A Building and land improvements 10,806 N/A Construction in progress 1,569 N/A Deferred leasing intangibles - in-place leases 13,821 5.8 Deferred leasing intangibles - tenant relationships 7,209 9.4 Deferred leasing intangibles - below market leases ( 134 ) 2.5 Total purchase price $ 171,653 Dispositions The following table summarizes the Company’s dispositions during the nine months ended September 30, 2025. The dispositions were sold to third parties and were accounted for under the full accrual method. Sales of rental property, net (dollars in thousands) Nine months ended September 30, 2025 Number of buildings 3 Building square feet (in millions) 0.6 Proceeds from sale of rental property, net $ 78,319 Net book value $ 20,518 Gain on the sales of rental property, net $ 57,801 10 Table of Contents The following table summarizes the results of operations for the three and nine months ended September 30, 2025 and 2024 for the buildings sold during the nine months ended September 30, 2025, which is included in the Company’s Consolidated Statements of Operations prior to the date of sale. Three months ended September 30, Nine months ended September 30, Sales of rental property, net (dollars in thousands) 2025 2024 2025 2024 Sold buildings contribution to net income (1) $ 22 $ 401 $ 376 $ 1,362 (1) Exclusive of gain on the sales of rental property, net. Assets Held for Sale As of September 30, 2025, the related land, building and improvements, net, and deferred leasing intangibles, net, of approximately $ 0.5 million, $ 5.6 million, and $ 0 , respectively, for three buildings were classified as assets held for sale, net on the accompanying Consolidated Balance Sheets. Two of the buildings were sold subsequent to September 30, 2025 to a third-party. The remaining building is anticipated to be sold to a third-party within one year. Variable Interest Entities In conjunction with the acquisition of the Houston, Texas and Dayton, Ohio buildings noted above, the Company entered into Reverse 1031 Exchanges with a third-party intermediary, which, for a maximum of 180 days, allows the Company to defer for tax purposes gains on the sale of other properties identified and sold within this period. Until the earlier of the termination of the exchange agreements or 180 days after the acquisition dates, the third-party intermediary is the legal owner of the entities that own these properties. The agreements that govern the operations of these entities provide the Company with the power to direct the activities that most significantly impact the entities’ economic performance. These entities are deemed a variable interest entity (“VIE”) as of September 30, 2025 because it does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties. The Company has determined that it is the primary beneficiary of these VIEs as a result of having the power to direct the activities that most significantly impact its economic performance and the obligation to absorb losses, as well as the right to receive benefits that could be potentially significant to the VIEs. Accordingly, the Company has consolidated the entities and its operations as of the acquisition date. As of September 30, 2025, the VIEs had total assets, primarily consisting of real estate, and liabilities of approximately $ 101.8 million and $ 2.0 million, respectively. Loss on Impairment The following table summarizes the Company’s loss on impairment for assets held and used during the nine months ended September 30, 2025. 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) Lewiston, ME 1 Change in estimated hold period Discounted cash flows (4) $ 2,831 $ 888 Nine months ended September 30, 2025 $ 888 (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 12.0 % and exit capitalization rate of 10.0 %. Involuntary Conversion During the three and nine months ended September 30, 2025 and 2024, the Company recognized a gain on involuntary conversion of approximately $ 0 , $ 3.6 million, $ 1.9 million, and $ 9.3 million, respectively, related to tornado damage to one of the Company’s buildings in December 2023. 11 Table of Contents Deferred Leasing Intangibles The following table summarizes the deferred leasing intangibles, net on the accompanying Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024. September 30, 2025 December 31, 2024 Deferred Leasing Intangibles (in thousands) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Above market leases $ 73,789 $ ( 41,605 ) $ 32,184 $ 76,232 $ ( 39,335 ) $ 36,897 Other intangible lease assets 734,738 ( 385,208 ) 349,530 739,260 ( 347,292 ) 391,968 Total deferred leasing intangible assets $ 808,527 $ ( 426,813 ) $ 381,714 $ 815,492 $ ( 386,627 ) $ 428,865 Below market leases $ 62,448 $ ( 35,569 ) $ 26,879 $ 64,703 $ ( 31,368 ) $ 33,335 Total deferred leasing intangible liabilities $ 62,448 $ ( 35,569 ) $ 26,879 $ 64,703 $ ( 31,368 ) $ 33,335 The following table summarizes the net increase (decrease) to rental income and amortization expense for the amortization of deferred leasing intangibles during the three and nine months ended September 30, 2025 and 2024. Three months ended September 30, Nine months ended September 30, Deferred Leasing Intangibles Amortization (in thousands) 2025 2024 2025 2024 Net increase (decrease) to rental income related to above and below market lease amortization $ 663 $ 524 $ 1,878 $ ( 19 ) Amortization expense related to other intangible lease assets $ 21,438 $ 22,225 $ 63,469 $ 69,441 12 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 note as of September 30, 2025 and December 31, 2024. Indebtedness (dollars in thousands) September 30, 2025 December 31, 2024 Interest Rate (1)(2) Maturity Date Prepayment Terms (3) Unsecured credit facility: Unsecured Credit Facility (4) $ 110,000 $ 409,000 Term SOFR + 0.775 % September 7, 2029 i Total unsecured credit facility 110,000 409,000 Unsecured term loans: Unsecured Term Loan A 150,000 150,000 2.06 % March 15, 2027 i Unsecured Term Loan H 187,500 187,500 3.25 % January 25, 2028 i Unsecured Term Loan I 187,500 187,500 3.41 % January 25, 2028 i Unsecured Term Loan F (5) 200,000 200,000 4.73 % March 23, 2029 i Unsecured Term Loan G (6) 300,000 300,000 1.70 % March 14, 2031 i Total unsecured term loans 1,025,000 1,025,000 Total unamortized deferred financing fees and debt issuance costs ( 3,955 ) ( 3,152 ) Total carrying value unsecured term loans, net 1,021,045 1,021,848 Unsecured notes: Series D Unsecured Notes — 100,000 4.32 % February 20, 2025 ii Series G Unsecured Notes — 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 O Unsecured Notes 350,000 — 5.50 % June 25, 2030 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 P Unsecured Notes 100,000 — 5.82 % June 25, 2033 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 Series Q Unsecured Notes 100,000 — 5.99 % June 25, 2035 ii Total unsecured notes 1,975,000 1,600,000 Total unamortized deferred financing fees and debt issuance costs ( 8,394 ) ( 5,908 ) Total carrying value unsecured notes, net 1,966,606 1,594,092 Mortgage note (secured debt): United of Omaha Life Insurance Company 4,156 4,322 3.71 % October 1, 2039 ii Total mortgage note 4,156 4,322 Unamortized fair market value discount ( 121 ) ( 127 ) Total carrying value mortgage note, net 4,035 4,195 Total / weighted average interest rate (7) $ 3,101,686 $ 3,029,135 4.22 % (1) Interest rate as of September 30, 2025. At September 30, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Secured Overnight Financing Rate (“Daily SOFR”) was 4.1292 % and 4.2400 %, 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 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 spread of 0.775 %. The Unsecured Term Loans A, G, H, and I have a stated interest rate of one-month Term SOFR plus a spread of 0.85 %. The Unsecured Term Loan F has a stated interest rate of Daily SOFR plus a spread of 0.85 %. All of the unsecured term loans have been swapped to a fixed rate, and such fixed rates inclusive of the spreads are presented in the table above. Effective February 5, 2026, the Unsecured Term Loan G will be swapped to a fixed rate inclusive of the spread of 3.94 %. (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 $ 8.0 million and $ 10.1 million are included in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets as of September 30, 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. 13 Table of Contents 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 initial maturity date of the Unsecured Term Loan G is March 15, 2030, or such later date which may be extended pursuant to a one-year extension option exercisable by the Company in its discretion upon advance written notice. Exercise of the 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. The extension option is not subject to lender consent, assuming proper notice and satisfaction of the conditions. (7) 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 September 30, 2025 was approximately $ 886.8 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 $ 30.5 million and $ 13.7 million as of September 30, 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 and nine months ended September 30, 2025 and 2024. Three months ended September 30, Nine months ended September 30, Costs Included in Interest Expense (in thousands) 2025 2024 2025 2024 Amortization of deferred financing fees and debt issuance costs and fair market value discount $ 1,406 $ 1,165 $ 4,044 $ 3,201 Facility, unused, and other fees $ 440 $ 444 $ 1,314 $ 1,322 Debt Activity On September 15, 2025, the Company entered into a second amended and restated term loan agreement for the Unsecured Term Loan G to (i) extend the maturity date to March 15, 2030, with a one-year extension option, subject to certain conditions (discussed below), that would extend the maturity date to March 14, 2031 if exercised, (ii) remove the 0.10 % interest rate adjustment for SOFR loans, and (iii) provide that borrowings under the Unsecured Term Loan G will, at the Company’s election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each 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). Other than the maturity date and interest rate provisions described above, the material terms of the Unsecured Term Loan G remain unchanged. The Unsecured Term Loan G’s initial maturity date is March 15, 2030, or such later date which may be extended pursuant to a one-year extension option exercisable by the Company in its discretion upon advance written notice. Exercise of the 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. The extension option is not subject to lender consent, assuming proper notice and satisfaction of the conditions. Upon execution of the amended loan agreement for the Unsecured Term Loan G, the Company intended to exercise the extension option. In connection with the amended loan agreement, the Company incurred approximately $ 1.8 million in costs, which have been deferred, including the approximately $ 0.4 million accrued extension fee, and will amortize through the extended maturity date of March 14, 2031. The Company also incurred approximately $ 1.5 million of modification expenses which were recognized in debt extinguishment and modification expenses in the accompanying Consolidated Statements of Operations. On September 15, 2025, the Company entered into amendments to the Unsecured Credit Facility, Unsecured Term Loan A, Unsecured Term Loan F, Unsecured Term Loan H, and Unsecured Term Loan I to remove the 0.10 % interest rate adjustment 14 Table of Contents for SOFR loans, and in the case of the Unsecured Term Loans A, H, and I, provide that borrowings under the respective term loans will, at the Company’s election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the respective loan agreement). Other than the interest rate provisions described above, the material terms of the Unsecured Credit Facility and the Unsecured Term Loans A, F, H, and I remain unchanged. On June 13, 2025, the Company redeemed in full at maturity the $ 75.0 million in aggregate principal amount of the Series G Unsecured Notes with a fixed interest rate of 4.10 %. On April 15, 2025, the Company entered into a note purchase agreement for the private placement by the Operating Partnership of $ 350.0 million of senior unsecured notes (the “Series O Unsecured Notes”) maturing June 25, 2030 with a fixed annual interest rate of 5.50 %, $ 100.0 million of senior unsecured notes (the “Series P Unsecured Notes”) maturing June 25, 2033 with a fixed annual interest rate of 5.82 %, and $ 100.0 million of senior unsecured notes (the “Series Q Unsecured Notes”) maturing June 25, 2035 with a fixed annual interest rate of 5.99 %. On June 25, 2025, the Operating Partnership issued the Series O Unsecured Notes, Series P Unsecured Notes, and Series Q Unsecured Notes and received the proceeds therefrom. The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes. 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 September 30, 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 $ 7.1 million and $ 7.3 million at September 30, 2025 and December 31, 2024, 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 September 30, 2025 and December 31, 2024. September 30, 2025 December 31, 2024 Indebtedness (in thousands) Principal Outstanding Fair Value Principal Outstanding Fair Value Unsecured credit facility $ 110,000 $ 110,000 $ 409,000 $ 409,000 Unsecured term loans 1,025,000 1,025,000 1,025,000 1,025,000 Unsecured notes 1,975,000 1,933,247 1,600,000 1,490,667 Mortgage note 4,156 3,345 4,322 3,366 Total principal amount 3,114,156 $ 3,071,592 3,038,322 $ 2,928,033 Unamortized fair market value discount ( 121 ) ( 127 ) Total unamortized deferred financing fees and debt issuance costs ( 12,349 ) ( 9,060 ) Total carrying value $ 3,101,686 $ 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. 15 Table of Contents During the nine months ended September 30, 2025, the Company entered into four interest rate swaps with an aggregate notional value of $ 300.0 million which fix Daily SOFR at 3.09 % effective February 5, 2026 and mature on March 15, 2030, and were designated as cash flow hedges. As of September 30, 2025, 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 September 30, 2025 and December 31, 2024. September 30, 2025 December 31, 2024 Balance Sheet Line Item (in thousands) Effective Notional Amount Fair Value Effective Notional Amount Fair Value Interest rate swaps-gross asset $ 825,000 $ 16,945 $ 1,025,000 $ 36,466 Interest rate swaps-gross liability $ 200,000 $ ( 1,271 ) $ — $ — 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 $ 10.9 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 the Company’s derivatives in the consolidated financial statements for the three and nine months ended September 30, 2025 and 2024. Three months ended September 30, Nine months ended September 30, Effect of Cash Flow Hedge Accounting (in thousands) 2025 2024 2025 2024 Income (loss) recognized in accumulated other comprehensive income on interest rate swaps $ 3,085 $ ( 19,153 ) $ ( 3,254 ) $ 3,603 Income reclassified from accumulated other comprehensive income into income as interest expense $ 5,858 $ 9,360 $ 17,521 $ 28,007 Total interest expense presented in the Consolidated Statements of Operations in which the effect of cash flow hedges are recorded $ 31,670 $ 28,705 $ 97,817 $ 81,498 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 September 30, 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 16 Table of Contents 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 September 30, 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 September 30, 2025 and December 31, 2024. Fair Value Measurements as of September 30, 2025 Using Balance Sheet Line Item (in thousands) Fair Value September 30, 2025 Level 1 Level 2 Level 3 Interest rate swaps-gross asset $ 16,945 $ — $ 16,945 $ — Interest rate swaps-gross liability $ ( 1,271 ) $ — $ ( 1,271 ) $ — 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 $ — 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 September 30, 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 September 30, 2025. There was no activity for the ATM common stock offering program during the nine months ended September 30, 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 September 30, 2025 (in thousands) 2025 $750 million ATM February 13, 2025 $ 750,000 $ 702,229 (1) The 2022 $ 750 million ATM program was terminated on February 12, 2025. 17 Table of Contents 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 and nine months ended September 30, 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, which is typically one year from the respective trade 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 New forward sale agreements 7,228 267 $ 37.00 $ 36.63 $ 0.37 Forward sale agreements settled — — Forward Sale Agreements Outstanding at June 30, 2025 12,058 446 New forward sale agreements 1,288,667 47,325 $ 36.72 $ 36.35 $ 0.37 Forward sale agreements settled — — Forward Sale Agreements Outstanding at September 30, 2025 1,300,725 $ 47,771 (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 nine months ended September 30, 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 ( 8,951 ) $ 35.88 Balance at September 30, 2025 110,968 $ 36.00 (1) The Company repurchased and retired 18,456 restricted shares of common stock that vested during the nine months ended September 30, 2025. The unrecognized compensation expense associated with the Company’s restricted shares of common stock at September 30, 2025 was approximately $ 2.5 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 nine months ended September 30, 2025 and 2024. Three months ended September 30, Nine months ended September 30, Vested Restricted Shares of Common Stock 2025 2024 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 18 Table of Contents 7. Noncontrolling Interest Noncontrolling Interest in Operating Partnership The following table summarizes the activity for noncontrolling interest in the Operating Partnership during the nine months ended September 30, 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 ( 133,152 ) 133,152 — N/A Redemptions from Other Common Units to common stock — ( 177,503 ) ( 177,503 ) N/A Balance at September 30, 2025 2,454,844 1,420,367 3,875,211 2.0 % 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 nine months ended September 30, 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. The following table summarizes activity related to the Company’s unvested LTIP units during the nine months ended September 30, 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 ( 261,668 ) $ 33.15 Forfeited — $ — Balance at September 30, 2025 201,048 $ 33.51 19 Table of Contents The unrecognized compensation expense associated with the Company’s LTIP units at September 30, 2025 was approximately $ 5.9 million and is expected to be recognized over a weighted average period of approximately 2.4 years. Noncontrolling Interest in Joint Ventures At September 30, 2025, the Company held a 97.2 % interest in a joint venture located in Reno, Nevada, a 93.9 % interest in a joint venture located in Concord, North Carolina, and a 95.0 % interest in a joint venture located in Shepherdsville, Kentucky. The third-parties’ equity interest in these joint ventures, totaling approximately $ 3.7 million at September 30, 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 nine months ended September 30, 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. 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 nine months ended September 30, 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 September 30, 2025 was approximately $ 8.3 million and is expected to be recognized over a weighted average period of approximately 1.8 years. 20 Table of Contents 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 nine months ended September 30, 2025 and 2024. Three months ended September 30, Nine months ended September 30, Non-Cash Compensation Expense (in thousands) 2025 2024 2025 2024 Restricted shares of common stock $ 328 $ 420 $ 1,134 $ 1,352 LTIP units 1,061 908 3,278 2,730 Performance units 1,554 1,415 4,573 4,171 Director compensation (1) 193 209 581 560 Total non-cash compensation expense $ 3,136 $ 2,952 $ 9,566 $ 8,813 (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 nine months ended September 30, 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 and nine months ended September 30, 2025 and 2024. Three months ended September 30, Nine months ended September 30, Rental Income (in thousands) 2025 2024 2025 2024 Fixed lease payments $ 159,934 $ 147,075 $ 474,336 $ 433,464 Variable lease payments 43,238 38,800 131,190 119,207 Straight-line rental income 6,160 3,887 15,391 11,503 Net increase (decrease) to rental income related to above and below market lease amortization 663 524 1,878 ( 19 ) Total rental income $ 209,995 $ 190,286 $ 622,795 $ 564,155 As of September 30, 2025 and December 31, 2024, the Company had accrued rental income of approximately $ 134.3 million and $ 118.6 million, respectively, included in tenant accounts receivable on the accompanying Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, the Company’s total liability associated with lease security deposits was approximately $ 25.1 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 0.7 years to 57.0 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. On June 10, 2025, the Company entered into a new lease agreement for its headquarters. The property subject to the lease is located in Boston, Massachusetts, and consists of approximately 28,041 square feet of rentable space. The lease term is estimated to commence on July 1, 2026, and expire on April 30, 2037, with one option to extend the lease for an additional five years at prevailing market rental rates. The total base rent is approximately $ 23.0 million over the approximately 10.8 year term and the Company will recognize the related right-of-use assets and corresponding operating lease liabilities upon lease commencement. 21 Table of Contents 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 September 30, 2025 and December 31, 2024. Operating Lease Term and Discount Rate September 30, 2025 December 31, 2024 Weighted average remaining lease term (years) 35.5 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 and nine months ended September 30, 2025 and 2024. Three months ended September 30, Nine months ended September 30, Operating Lease Cost (in thousands) 2025 2024 2025 2024 Operating lease cost included in property expense attributable to ground leases $ 695 $ 619 $ 2,090 $ 1,851 Operating lease cost included in general and administrative expense attributable to corporate office leases 432 430 1,293 1,291 Total operating lease cost $ 1,127 $ 1,049 $ 3,383 $ 3,142 The following table summarizes supplemental cash flow information related to operating leases in the Company’s Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024. Nine months ended September 30, Operating Leases (in thousands) 2025 2024 Cash paid for amounts included in the measurement of lease liabilities (operating cash flows) $ 3,182 $ 2,976 Right-of-use assets obtained in exchange for new lease liabilities $ 175 $ — The following table summarizes the maturity of operating lease liabilities under the Company’s ground leases and corporate office leases as of September 30, 2025. Year Maturity of Operating Lease Liabilities (1) (in thousands) Remainder of 2025 $ 1,070 2026 3,288 2027 2,331 2028 2,374 2029 2,340 Thereafter 94,551 Total lease payments 105,954 Less: Imputed interest ( 71,915 ) Present value of operating lease liabilities $ 34,039 (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 nine months ended September 30, 2025 and 2024, there were 112,766 , 122,137 , 113,971 and 123,701 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. 22 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 nine months ended September 30, 2025 and 2024. Three months ended September 30, Nine months ended September 30, Earnings Per Share (in thousands, except per share data) 2025 2024 2025 2024 Numerator Net income attributable to common stockholders $ 48,594 $ 41,811 $ 189,911 $ 138,128 Denominator Weighted average common shares outstanding — basic 186,593 182,027 186,533 181,899 Effect of dilutive securities (1) Share-based compensation 247 207 304 253 Shares issuable under forward sale agreements — 63 — 21 Weighted average common shares outstanding — diluted 186,840 182,297 186,837 182,173 Net income per share — basic and diluted Net income per share attributable to common stockholders — basic $ 0.26 $ 0.23 $ 1.02 $ 0.76 Net income per share attributable to common stockholders — diluted $ 0.26 $ 0.23 $ 1.02 $ 0.76 (1) During the three and nine months ended September 30, 2025 and 2024, there were approximately 113 , 122 , 114 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 $ 3.2 million as of September 30, 2025 related to construction projects and certain other agreements. 12. Subsequent Events There were no recognized or non-recognized subsequent events. 23