What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-08 compared with 2022-02-09 · 195 added, 228 removed, 934 unchanged (31% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Table of Content s

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer, President and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to give reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer, President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

8 unchanged sentences

Terreno Realty Corporation’s independent auditors have issued an audit report on the effectiveness of the company’s internal control over financial reporting, as stated in their report included in this Annual Report on Form 10-K (which expresses an unqualified opinion on the effectiveness of the company’s internal control over financial reporting as of December 31, 2022).

Table of Content s

Report of Independent Registered Public Accounting Firm

23 unchanged sentences

February 8, 2023

Table of Content s

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other Information.

On February 8, 2022, Gabriela F.

Parcella informed us that she would not stand for re-election at our 2022 Annual Meeting of Stockholders (the “Annual Meeting”) in order to focus on other commitments.

Parcella will continue to serve on our board of directors and maintain her committee memberships, including her position as chair of the nominating and corporate governance committee through the Annual Meeting.

Parcella’s decision not to stand for re-election was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

On February 7, 2023, David M.

Lee informed us that he would not stand for re-election at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) in order to focus on other commitments.

Lee will continue to serve on our board of directors and maintain his committee memberships through the Annual Meeting.

Lee’s decision not to stand for re-election was not the result of any disagreement with us on any matter relating to our operations, policies or practices.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

7 unchanged sentences

The information required by Item 13 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated herein by reference.

Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

The information required by Item 14 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2022 and is incorporated herein by reference.

Table of Content s

Exhibits and Financial Statement Schedules.

12 unchanged sentences

Form 10-K Summary.

Table of Content s

Report of Independent Registered Public Accounting Firm

20 unchanged sentences

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Table of Content s

Valuation of acquired properties

8 unchanged sentences

The fair value of the above and below-market leases is based on the present value of the difference between the contractual amounts to be received pursuant to the acquired leases (using a discount rate that reflects the risks associated with the acquired leases) and the Company’s estimate of the market lease rates measured over a period equal to the remaining term of the leases plus the term of any below-market fixed rate renewal options.

All of these assumptions are sensitive to and affected by expected future market or economic conditions, particularly those in the markets in which the Company’s acquisitions occur.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for real estate acquisitions relative to purchase accounting, including controls over the review of the valuation models and related significant assumptions underlying the valuation of the acquired assets and liabilities.

7 unchanged sentences

February 8, 2023

Table of Content s

Terreno Realty Corporation

9 unchanged sentences

Accumulated depreciation and amortization ( 323,631 ) ( 279,062 )

Net investments in real estate 2,667,764 1,993,155

Net investments in properties 3,075,143 2,667,764

Cash and cash equivalents 26,393 204,404

6 unchanged sentences

Senior unsecured notes, net 571,825 621,175

Mortgage loan payable, net — 11,264

Security deposits 27,454 23,914

1 unchanged sentence

Dividends payable 30,753 25,618

Performance share awards payable — 7,482

Accounts payable and other liabilities 49,692 45,025

3 unchanged sentences

Common stock:

$ 0.01 par value, 400,000,000 shares authorized, and 75,068,575 and 68,376,364 shares issued and outstanding at December 31, 2021 and 2020, respectively.

$ 0.01 par value, 400,000,000 shares authorized, and 76,463,482 75,068,575 shares issued and outstanding at December 31, 2022 and 2021, respectively.

Additional paid-in capital

3 unchanged sentences

Retained earnings 88,272 2,804

Accumulated other comprehensive loss — ( 183 )

Total stockholders’ equity 2,229,851 2,057,963

1 unchanged sentence

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

Table of Content s

Terreno Realty Corporation

9 unchanged sentences

General and administrative 31,192 26,964 23,489

Acquisition costs 172 271 45

Acquisition costs and other 1,465 172 271

Total costs and expenses 167,323 134,071 118,731

2 unchanged sentences

Interest expense, including amortization ( 23,850 ) ( 18,054 ) ( 15,997 )

Loss on extinguishment of debt — — ( 189 )

Gain on sales of real estate investments 112,166 16,627 26,766

9 unchanged sentences

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

Table of Content s

Terreno Realty Corporation

8 unchanged sentences

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

Table of Content s

Terreno Realty Corporation

10 unchanged sentences

1,344,281 13 70,638 — — — — 70,651

Forfeiture of common stock related to employee awards ( 5,146 ) — ( 265 ) — — — — ( 265 )

Repurchase of common stock related to employee awards ( 154,375 ) — ( 9,572 ) — — — — ( 9,572 )

3 unchanged sentences

— — — — — ( 76,490 ) — ( 76,490 )

Deposits to deferred compensation plan ( 139,224 ) — 7,546 139,224 ( 7,546 ) — — —

Other comprehensive income — — — — — — 254 254

4 unchanged sentences

Forfeiture of common stock related to employee awards ( 776 ) — — — — — — —

Repurchase of common stock related to employee awards ( 154,375 ) — ( 9,572 ) — — — — ( 9,572 )

Common shares acquired related to employee awards ( 6,534 ) — ( 582 ) — — — — ( 582 )

Issuance of restricted stock 99,569 — — — — — — —

9 unchanged sentences

Forfeiture of common stock related to employee awards ( 29,391 ) — — — — — — —

Repurchase of common stock related to employee awards ( 6,534 ) — ( 582 ) — — — — ( 582 )

Common shares acquired related to employee awards ( 14,823 ) — ( 1,045 ) — — — — ( 1,045 )

Issuance of restricted stock 136,903 — — — — — — —

2 unchanged sentences

— — — — — ( 112,546 ) — ( 112,546 )

Deposits to deferred compensation plan ( 136,503 ) — 7,651 136,503 ( 7,651 ) — — —

Deposits to deferred compensation plan, net of withdrawals ( 141,938 ) — 11,265 141,938 ( 11,265 ) — — —

Other comprehensive income — — — — — — — —

1 unchanged sentence

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

Table of Content s

Terreno Realty Corporation

9 unchanged sentences

Depreciation and amortization 65,763 50,687 45,875

Loss on extinguishment of debt — — 189

Gain on sales of real estate investments ( 112,166 ) ( 16,627 ) ( 26,766 )

19 unchanged sentences

Payments on credit facility ( 208,000 ) ( 75,000 ) —

Payments on term loans payable — — ( 50,000 )

Borrowings on term loans payable 100,000 — —

Borrowings on senior unsecured notes — 275,000 —

Payments on mortgage loans payable ( 11,271 ) ( 33,077 ) ( 1,514 )

Payments on senior unsecured notes ( 50,000 ) — —

Payments on mortgage loan payable — ( 11,271 ) ( 33,077 )

Payment of deferred financing costs ( 1,498 ) ( 4,027 ) —

Dividends paid to common stockholders ( 107,411 ) ( 84,628 ) ( 74,778 )

Net cash provided by (used in) financing activities 631,195 ( 53,865 ) 235,054

Net increase (decrease) in cash and cash equivalents and restricted cash 96,965 ( 4,903 ) 78,260

Net cash provided by financing activities 17,734 631,195 ( 53,865 )

Net (decrease) increase in cash and cash equivalents and restricted cash ( 176,718 ) 96,965 ( 4,903 )

Cash and cash equivalents and restricted cash at beginning of year

204,801 107,836 112,739

Cash and cash equivalents and restricted cash at end of year

$ 28,083 $ 204,801 $ 107,836

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

3 unchanged sentences

Non-cash issuance of common stock to the deferred compensation plan ( 11,265 ) ( 7,651 ) ( 7,546 )

Non-cash repayment of senior secured loan — — ( 39,085 )

Lease liability arising from recognition of right-of-use asset 1,192 3,287 —

4 unchanged sentences

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

Table of Content s

Terreno Realty Corporation

3 unchanged sentences

All square feet, acres, occupancy and number of properties disclosed in these notes to the consolidated financial statements are unaudited.

As of December 31, 2021, the Company owned 253 buildings aggregating approximately 15.1 million square feet, 36 improved land parcels consisting of approximately 127.1 acres and four properties under redevelopment that, upon completion, will consist of two properties aggregating approximately 0.2 million square feet and two improved land parcels aggregating approximately 12.1 acres.

As of December 31, 2022, the Company owned 252 buildings aggregating approximately 15.3 million square feet, 46 improved land parcels consisting of approximately 161.4 acres and three properties under redevelopment that, upon completion, will consist of one building of approximately 34,000 square feet and two improved land parcels aggregating approximately 12.1 acres.

The Company is an internally managed Maryland corporation and elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2010.

26 unchanged sentences

The estimation of expected future net cash flows is inherently uncertain and relies on assumptions, among other things, regarding current and future economic and market

Table of Content s

conditions and the availability of capital.

33 unchanged sentences

Total $ 27,907 $ ( 47,015 ) $ ( 19,108 ) $ 35,373 $ ( 48,244 ) $ ( 12,871 )

Table of Content s

Projected net amortization of the intangible assets and liabilities for the next five years and thereafter as of December 31, 2022 is as follows (dollars in thousands):

1 unchanged sentence

2024 ( 1,278 )

2025 ( 2,035 )

2026 ( 2,150 )

2027 ( 2,011 )

Thereafter ( 11,392 )

25 unchanged sentences

Cash and cash equivalents at beginning of year

$ 204,404 $ 107,180 $ 110,082

Restricted cash 397 656 2,657

1 unchanged sentence

Cash and cash equivalents at end of year

26,393 204,404 107,180

Restricted cash 1,690 397 656

Cash and cash equivalents and restricted cash 28,083 204,801 107,836

Net increase (decrease) in cash and cash equivalents and restricted cash $ 96,965 $ ( 4,903 ) $ 78,260

Table of Content s

Net (decrease) increase in cash and cash equivalents and restricted cash $ ( 176,718 ) $ 96,965 $ ( 4,903 )

Revenue Recognition.

30 unchanged sentences

In addition, the Company has awarded long-term incentive target awards (the “Performance Share awards”) under its Amended and Restated Long-Term Incentive Plan (as amended and restated, the “Amended LTIP”), which the Company amended and

Table of Content s

restated on January 8, 2019, to its executives that may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance measurement period, which is generally three years .

1 unchanged sentence

REIT Index (RMS) and the FTSE Nareit Equity Industrial Index over the pre-established performance measurement period.

Under the Amended LTIP, each participant’s Performance Share award granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of common stock.

Target awards were previously expressed as a dollar amount and settled in shares of common stock.

Commencing with Performance Share awards granted on or after January 1, 2019, the grant date fair value of the Performance Share awards will be determined under current accounting treatment using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period.

For Performance Share awards granted prior to January 1, 2019, the Company estimates the fair value of the Performance Share awards using a Monte Carlo simulation model on the date of grant and at each reporting period.

The Performance Share awards granted prior to January 1, 2019 are recognized as compensation expense over the requisite performance period based on the fair value of the Performance Share awards at the balance sheet date, which varies quarter to quarter based on the Company’s relative share price performance, and are included as a component of performance share awards payable in the accompanying consolidated balance sheets.

Under the Amended LTIP, each participant’s Performance Share award granted will be expressed as a number of shares of common stock and settled in shares of common stock.

The grant date fair value of the Performance Share awards will be determined using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period.

Use of Derivative Financial Instruments.

ASC 815, Derivatives and Hedging (See “Note 8 – Derivative Financial Instruments”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of:

(a) how and why the Company uses derivative instruments, (b) how the Company accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect the Company’s financial position, financial performance, and cash flows.

Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments.

The Company records all derivatives on the accompanying consolidated balance sheets at fair value.

The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.

The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

Fair Value of Financial Instruments .

11 unchanged sentences

However, the Company’s management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Table of Content s

As of December 31, 2022, the Company owned 43 buildings aggregating approximately 2.7 million square feet and 13 improved land parcels consisting of approximately 68.0 acres located in Northern New Jersey/New York City, which accounted for a combined percentage of approximately 24.9 % of its annualized base rent.

8 unchanged sentences

The following table sets forth the wholly-owned industrial properties the Company acquired during the year ended December 31, 2022:

Table of Content s

Property Name Location Acquisition Date Number of

2 unchanged sentences

(in thousands) 1

Improved Land Acreage

Countyline #29 & #30 Hialeah, FL February 9, 2022 2 407,000 $ 73,200 —

33rd Place Bellevue, WA February 23, 2022 2 29,000 13,040 1.2

NE 91st Redmond, WA April 8, 2022 2 32,000 9,780 —

87 Doremus Newark, NJ April 18, 2022 — — 17,300 9.7

3660 Thomas Road Santa Clara, CA May 4, 2022 1 135,000 54,600 —

127 Doremus Avenue Newark, NJ May 19, 2022 — — 11,900 2.4

3660 Fee Ana Anaheim, CA May 24, 2022 — — 15,000 2.1

332 Hindry Avenue Inglewood, CA May 25, 2022 1 19,000 9,280 —

8320-8400 Isis Avenue Los Angeles, CA May 25, 2022 1 40,000 17,902 —

Teagarden San Leandro, CA June 1, 2022 5 104,000 34,600 —

293 Roanoke Avenue Newark, NJ June 7, 2022 — — 13,000 1.8

8660 Willows Road Redmond, WA June 17, 2022 — — 19,900 3.5

8050 NW 90th St Medley, FL July 5, 2022 — — 20,000 6.7

4857 W 147th St Hawthorne, CA August 2, 2022 — — 6,500 1.3

19500 South Alameda St Rancho Dominguez, CA August 3, 2022 — — 32,075 3.0

3091 East Coronado St Anaheim, CA September 6, 2022 — — 7,325 1.2

7045 NW 46th St Miami, FL October 24, 2022 1 16,000 4,703 —

5401 West 104th St Los Angeles, CA November 1, 2022 1 26,000 17,000 —

629 Henry Elizabeth, NJ November 29, 2022 1 23,000 15,350 —

14805 S Maple Ave Rancho Dominguez, CA December 30, 2022 — — 22,358 2.8

Total/Weighted Average 17 831,000 $ 414,813 35.7

1 Excludes intangible liabilities and mortgage premiums, if any.

The total aggregate initial investment was approximately $ 422.3 million, including $ 13.0 million in capitalized closing costs and acquisition costs and $ 14.1 million in assumed intangible liabilities and $ 19.6 million in other credits related to near term capital expenditures at the Countyline #29 & #30 properties.

The Company recorded revenues and net income for the year ended December 31, 2022 of approximately $ 11.4 million and $ 3.2 million, respectively, related to the 2022 acquisitions.

During the year ended December 31, 2021, the Company acquired 34 industrial properties with a total initial investment, including acquisition costs, of approximately $ 682.0 million, of which $ 446.3 million was recorded to land, $ 206.8 million to buildings and improvements, and $ 28.9 million to intangible assets.

Additionally, the Company assumed $ 37.4 million in liabilities.

The following table sets forth the wholly-owned industrial properties the Company acquired during the year ended December 31, 2021:

Property Name Location Acquisition Date Number of

Buildings Square

Feet Purchase Price

(in thousands) 1

Improved Land Acreage

256 Paterson Plank Carlstadt, NJ January 13, 2021 1 16,159 $ 10,625 —

37 unchanged sentences

The Company recorded revenues and net income for the year ended December 31, 2021 of approximately $ 12.6 million and $ 4.0 million, respectively, related to the 2021 acquisitions.

During the year ended December 31, 2020, the Company acquired 11 industrial properties with a total initial investment, including acquisition costs, of approximately $ 100.4 million, of which $ 78.8 million was recorded to land, $ 17.0 million to

Table of Content s

buildings and improvements, and $ 4.6 million to intangible assets.

Additionally, the Company assumed $ 2.2 million in liabilities.

The following table sets forth the wholly-owned industrial properties the Company acquired during the year ended December 31, 2020:

Property Name Location Acquisition Date Number of

Buildings Square

Feet Purchase Price

(in thousands) 1

Old Bayshore San Jose, CA March 12, 2020 — — $ 11,784 2.7

Gladwick Rancho Dominguez, CA March 12, 2020 1 65,670 17,950 —

84th Kent Kent, WA April 17, 2020 — — 4,500 2.8

Hudson Seattle, WA May 31, 2020 1 13,000 5,611 —

Starlite Street South San Francisco, CA July 10, 2020 1 22,275 6,300 —

Aviation Blvd Inglewood, CA October 26, 2020 — — 10,000 1.9

Porter Street Los Angeles, CA November 5, 2020 1 12,618 4,400 —

SE 32nd Street Bellevue, WA November 6, 2020 1 38,883 11,737 —

Maple Street Rancho Dominguez, CA December 5, 2020 — — 9,750 2.5

Marginal Tukwila, WA December 30, 2020 — — 6,625 2.1

McLaren Irvine, CA December 30, 2020 1 11,348 8,000 —

Total/Weighted Average 6 163,794 $ 96,657 12.0

1 Excludes intangible liabilities and mortgage premiums, if any.

The total aggregate initial investment was approximately $ 100.4 million, including $ 1.6 million in capitalized closing costs and acquisition costs and $ 2.2 million in assumed intangible liabilities.

The Company recorded revenues and net income for the year ended December 31, 2020 of approximately $ 2.4 million and $ 1.1 million, respectively, related to the 2020 acquisitions.

The above assets and liabilities were recorded at fair value, which uses Level 3 inputs.

The properties were acquired from unrelated third parties using existing cash on hand, proceeds from property sales and the issuance of common stock and borrowings on the revolving credit facility.

As of December 31, 2021, the Company had four properties under redevelopment that, upon completion, will consist of two properties aggregating approximately 0.2 million square feet and two improved land parcels aggregating approximately 12.1 acres with a total expected investment of approximately $ 75.8 million, including redevelopment costs, capitalized interest and other costs.

During the fourth quarter of 2021, the Company completed redevelopment of its Sodo Row - North & South property in Seattle, Washington, an approximately 0.2 million square foot redevelopment property.

The total investment was approximately $ 62.8 million.

As of December 31, 2022, the Company had three properties under redevelopment that, upon completion, will consist of one building of approximately 34,000 square feet and two improved land parcels aggregating approximately 12.1 acres.

The following table summarizes certain information with respect to the properties under redevelopment as of December 31, 2022:

Property Name Location Total Expected

Investment (in

Estimated Post-Development Acreage Estimated Post-Development Square Feet

San Jose, CA $ 25,961 7.2 N/A

Paterson Plank III

Carlstadt, NJ 25,303 4.9 N/A

Hawthorne, CA 18,060 N/A 34,000

Total/Weighted Average $ 69,324 12.1 34,000

1 Total expected investment for the properties include the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

During 2022, the Company completed redevelopment of three properties aggregating approximately 0.6 million square feet.

The following table summarizes certain information with respect to the completed redevelopment properties as of December 31, 2022:

Property Name Location Total

Investment (in

Square Feet Completion Quarter

America's Gateway Miami, FL $ 7,500 51,800 Q1 2022

Countyline #29 & #30 Hialeah, FL 75,539 407,084 Q2/Q3 2022

73rd Street Miami, FL 20,200 128,844 Q3 2022

Total/Weighted Average $ 103,239 587,728

1 Total investment for the properties include the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

The Company capitalized interest associated with redevelopment and expansion activities of approximately $ 2.6 million, $ 0.7 million and $ 1.6 million during the years ended December 31, 2022, 2021 and 2020, respectively.

3 unchanged sentences

As of December 31, 2022 and 2021, the Company did not have any properties held for sale.

During the year ended December 31, 2021, the Company sold one property located in the Seattle market for a sales price of approximately $ 10.3 million, resulting in a gain of approximately $ 3.2 million, and one property located in the New York/New Jersey market for a sales price of approximately $ 32.7 million, resulting in a gain of approximately $ 13.4 million.

During the year ended December 31, 2022, the Company sold three properties located in the Northern New Jersey/New York City market for a total aggregate sales price of approximately $ 159.7 million, resulting in a gain of approximately $ 107.1 million, and one property located in the Seattle market for a sales price of approximately $ 8.6 million, resulting in a gain of approximately $ 5.1 million.

During the year ended December 31, 2021, the Company sold one property located in the Seattle market for a sales price of approximately $ 10.3 million, resulting in a gain of approximately $ 3.2 million, and one property located in the Northern New Jersey/New York City market for a sales price of approximately $ 32.7 million, resulting in a gain of approximately $ 13.4 million.

During the year ended December 31, 2020, the Company sold three properties located in the Washington, D.C.

market for a total aggregate sales price of approximately $ 51.3 million, resulting in a gain of approximately $ 17.8 million, and one property located in the Miami market for a sales price of approximately $ 22.2 million, resulting in a gain of approximately $ 9.0 million.

Table of Content s

During the year ended December 31, 2019, the Company sold one property in the Los Angeles market for a sales price of approximately $ 12.4 million, resulting in a gain of approximately $ 4.5 million, one redevelopment property in the Miami market for a sales price of approximately $ 14.0 million, resulting in a gain of approximately $ 1.8 million, and two properties located in the Washington, D.C.

market for an aggregate sales price of approximately $ 22.5 million, resulting in an aggregate gain of approximately $ 3.1 million.

As of December 31, 2022 and 2021, the Company had $ 775.0 million and $ 725.0 million, respectively, of unsecured debt and no secured debt.

The following table summarizes the components of the Company’s indebtedness as of December 31, 2022 and 2021 (dollars in thousands):

Margin Above LIBOR Interest Rate 1

Margin Above SOFR Interest Rate 1

Contractual Maturity Date

Unsecured and Secured Debt:

Unsecured Debt:

1 unchanged sentence

N/A 8/20/2025

5-Year Term Loan B

5 -Year Term Loan

100,000 100,000 1.3 % 2

5.6 % 1/15/2027

5 -Year Term Loan

100,000 — 1.3 % 2

5.4 % 1/15/2028

$ 50 M 7 -Year Unsecured 3, 4

15 unchanged sentences

Total Unsecured Debt 775,000 725,000

Secured Debt:

— 11,271 n/a 5.5 % 4/1/2021

Total Secured Debt — 11,271

Total Unsecured and Secured Debt 725,000 461,271

Unamortized premium/discount and debt issuance costs ( 4,182 ) ( 4,330 )

1 unchanged sentence

1 Reflects the contractual interest rate under the terms of each loan as of December 31, 2022.

See footnote (3) below.

Excludes the effects of unamortized debt issuance costs and unamortized fair market value premiums, if any.

2 The interest rates on these loans are comprised of LIBOR plus a LIBOR margin.

The LIBOR margins will range from 1.00 % to 1.45 % ( 1.00 % as of December 31, 2021) for the revolving credit facility and 1.15 % to 1.65 % ( 1.15 % as of December 31, 2021) for the $ 100.0 million term loan, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value.

3 As of December 31, 2020, interest on $ 50.0 million of the $ 100.0 million term loan was effectively capped through the use of an interest rate cap that expired on May 4, 2021.

See “Note 8 - Derivative Financial Instruments” for more information regarding the Company’s prior interest rate cap.

4 Loan was collateralized by one property as of December 31, 2020.

2 The interest rates on these loans are comprised of the Secured Overnight Financing Rate (“SOFR”) plus a SOFR margin.

The SOFR margins will range from 1.10 % to 1.55 % ( 1.10 % as of December 31, 2022) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of December 31, 2022) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

3 Collectively, the “Senior Unsecured Notes”.

On August 20, 2021, a subsidiary of the Company entered into a Sixth Amended and Restated Senior Credit Agreement (the “Amended Facility”) which consists of a $ 250.0 million revolving credit facility that matures in August 2025 and a $ 100.0 million term loan that matures in January 2027.

Among other things, the Amended Facility extended the maturity date of the revolving credit facility and the $ 100.0 million term loan.

As of both December 31, 2021 and 2020, there were no

Table of Content s

borrowings outstanding on the revolving credit facility and $ 100.0 million of borrowings outstanding on the term loan.

As of December 31, 2021, the Company had no interest rate caps.

As of December 31, 2020, the Company had one interest rate cap to hedge the variable cash flows associated with $ 50.0 million of its $ 100.0 variable-rate term loan, which expired on May 4, 2021.

See “Note 8 - Derivative Financial Instruments” for more information regarding the Company’s prior interest rate cap.

The aggregate amount of the Amended Facility may be increased to a total of up to $ 650.0 million, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.

Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $ 100.0 million term loan and the $ 250.0 million revolving credit facility, or (ii) 60.0 % of the value of the unencumbered properties.

Interest on the Amended Facility, including the term loan, is generally to be paid based upon, at the Company’s option, either (i) LIBOR plus the applicable LIBOR margin or (ii) the applicable base rate which is the greatest of the administrative agent’s prime rate, 0.50 % above the federal funds effective rate, or thirty-day LIBOR plus the applicable LIBOR margin for LIBOR rate loans under the Amended Facility plus 1.25 %.

The applicable LIBOR margin will range from 1.00 % to 1.45 % ( 1.00 % as of December 31, 2021) for the revolving credit facility and 1.15 % to 1.65 % ( 1.15 % as of December 31, 2021) for the $ 100.0 million term loan, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value.

4 On August 1, 2022, the Company prepaid a $ 50 million tranche of 7-year senior unsecured notes using borrowings from the Company’s revolving credit facility.

On September 2, 2022, the Company entered into the Second Amendment (the “Second Amendment”) to the Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) to add an additional $ 100.0 million term loan that matures in January 2028.

The Company drew the full amount available under the term loan upon entry into the Second Amendment.

The Amended Facility consists of a $ 400.0 million revolving credit facility that matures in August 2025, a $ 100.0 million term loan that matures in January 2027 and a $ 100.0 million term loan that matures in January 2028.

As of December 31, 2022 and 2021, there were no borrowings outstanding on the revolving credit facility and $ 200.0 million and $ 100.0 million, respectively, of borrowings outstanding on the term loans.

The aggregate amount of the Amended Facility may be increased by up to an additional $ 500.0 million to a maximum amount not to exceed $ 1.1 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.

Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $ 400.0 million revolving credit facility, the $ 100.0 million term loan maturing in January 2027 and the $ 100.0 million term loan maturing in January 2028, or (ii) 60.0 % of the value of the unencumbered properties.

Interest on the Amended Facility, including the term loans, is generally to be paid based upon, at the Company’s option, either (i) SOFR plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50 % above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25 %, or 1.25 % per annum.

The applicable SOFR margin will range from 1.10 % to 1.55 % ( 1.10 % as of December 31, 2022) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of December 31, 2022) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

The Amended Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15 % to 0.30 %, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value.

3 unchanged sentences

The Company was in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of December 31, 2022 and 2021.

During the year ended December 31, 2021, the Company fully repaid its $ 11.3 million mortgage loan payable.

As of December 31, 2020, this mortgage loan payable, net of deferred financing costs, totaled approximately $ 11.3 million, and bore interest at a weighted average fixed annual rate of 5.5 %.

The mortgage loan payable was collateralized by one property.

As of December 31, 2020, the total gross book value of the property securing the debt was approximately $ 32.7 million.

As of December 31, 2021, the Company did not have any encumbered properties.

The scheduled principal payments of the Company’s debt as of December 31, 2022 were as follows (dollars in thousands):

4 unchanged sentences

2026 — — 50,000 50,000

2027 — 100,000 50,000 150,000

Thereafter — 100,000 375,000 475,000

4 unchanged sentences

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of December 31, 2022.

The schedule does not reflect future rental revenues from the renewal or replacement of existing leases and excludes property

Table of Content s

operating expense reimbursements (dollars in thousands):

The schedule does not reflect future rental revenues from the renewal or replacement of existing leases and excludes property operating expense reimbursements (dollars in thousands):

2023 $ 213,038

2 unchanged sentences

Derivative Financial Instruments

Risk Management Objective of Using Derivatives

The Company is exposed to certain risk arising from both its business operations and economic conditions.

The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities.

The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments.

Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

The Company’s derivative financial instruments may be used to manage differences in the amount, timing, and duration of its known or expected cash payments principally related to its borrowings.

Derivative Instruments

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to interest rate movements.

To accomplish this objective, the Company has historically used interest rate caps as part of its interest rate risk management strategy.

Interest rate caps involve the receipt of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price.

The Company does not use derivatives for trading or speculative purposes.

The Company requires that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge.

As a result, there is no significant ineffectiveness from any of its derivative activities.

The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.

Derivatives that are not designated as hedges must be adjusted to fair value through earnings.

For a derivative that is designated and that qualifies as a cash flow hedge, the effective portion of the change in fair value of the derivative is initially recorded in accumulated other comprehensive income (loss) (“AOCI”).

Amounts recorded in AOCI are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.

As of December 31, 2020, the Company had one interest rate cap to hedge the variable cash flows associated with $ 50.0 million of its existing $ 100.0 million variable-rate term loan, that expired on May 4, 2021.

The cap had a notional value of $ 50.0 million and effectively capped the annual interest rate payable at 4.0 % plus 1.20 % to 1.70 %, depending on leverage, with respect to $ 50.0 million for the period from December 1, 2014 (effective date) to May 4, 2021.

The Company previously had an additional interest rate cap with a notional value of $ 50.0 million (which expired on February 3, 2020) to hedge the variable cash flows associated with $ 50.0 million of its existing $ 100.0 million variable-rate term loan.

Under each interest rate cap, the Company was required to make certain monthly variable rate payments on the term loan, while the applicable counterparty was obligated to make certain monthly floating rate payments based on LIBOR to the Company in the event LIBOR was greater than 4.0 %, referencing the same notional amount.

The effective portion of changes in the fair value of derivatives designated and qualified as cash flow hedges is recorded in AOCI and will be reclassified to interest expense in the period that the hedged forecasted transaction affects earnings on the Company’s variable rate debt.

The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings into interest expense.

Table of Content s

The Company had no interest rate caps as of December 31, 2022 or 2021.

The following table presents the effect of the Company’s derivative financial instruments on its accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):

2 unchanged sentences

Interest rate caps in cash flow hedging relationships:

Amount of gain recognized in AOCI on derivatives (effective portion) $ — $ — $ ( 26 )

Amount of gain recognized in accumulated other comprehensive income (loss) (“AOCI”) on derivatives (effective portion) $ — $ — $ —

Amount of gain reclassified from AOCI into interest expense (effective portion) $ — $ 183 $ 254

3 unchanged sentences

As of December 31, 2022 and 2021, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these investments or liabilities based on Level 1 inputs.

The fair values of the Company’s mortgage loan payable and Senior Unsecured Notes were estimated by calculating the present value of principal and interest payments, based on borrowing rates available to the Company, which are Level 2 inputs, adjusted with a credit spread, as applicable, and assuming the loans are outstanding through maturity.

The fair values of the Company’s Senior Unsecured Notes were estimated by calculating the present value of principal and interest payments, based on borrowing rates available to the Company, which are Level 2 inputs, adjusted with a credit spread, as applicable, and assuming the loans are outstanding through maturity.

The fair value of the Company’s Amended Facility approximated its carrying value because the variable interest rates approximate market borrowing rates available to the Company, which are Level 2 inputs.

14 unchanged sentences

Actual sales under the $ 300 Million ATM Program, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company’s common stock, determinations by the Company of the appropriate sources of funding for the Company and potential uses of funding available to the Company.

During the year ended December 31, 2021, the Company issued an aggregate of 2,569,771 shares of common stock at a weighted average offering price of $ 63.23 per share under the Previous $300 Million ATM Program and the $ 300 Million ATM Program, resulting in net proceeds of approximately $ 160.1 million and paying total compensation to the applicable sales agents of approximately $ 2.4 million.

During the year ended December 31, 2020, the Company issued an aggregate of 1,197,597 shares of common stock at a

Table of Content s

weighted average offering price of $ 54.08 per share under the Previous $300 Million ATM Program, resulting in net proceeds of approximately $ 63.8 million, and paying total compensation to the applicable sales agents of approximately $ 0.9 million.

During the year ended December 31, 2022, the Company issued an aggregate of 1,286,125 shares of common stock at a weighted average offering price of $ 61.31 per share under the $ 300 Million ATM Program resulting in net proceeds of approximately $ 77.7 million and paying total compensation to the applicable sales agents of approximately $ 1.1 million.

approximately $ 160.1 million and paying total compensation to the applicable sales agents of approximately $ 2.4 million.

During the year ended December 31, 2020, the Company issued an aggregate of 1,197,597 shares of common stock at a weighted average offering price of $ 54.08 per share under the Previous $ 300 million ATM Program, resulting in net proceeds of approximately $ 63.8 million, and paying total compensation to the applicable sales agents of approximately $ 0.9 million.

On November 8, 2021, the Company completed a public offering of 3,500,000 shares of common stock at a price per share of $ 74.50 .

6 unchanged sentences

The program may be suspended or discontinued at any time.

As of December 31, 2021, the Company had not repurchased any shares of stock pursuant to its share repurchase program.

In connection with the Annual Meeting of Stockholders on May 4, 2021, the Company granted a total of 10,362 shares of the Company's common unrestricted stock to its independent directors under the 2019 Plan with a grant date fair value per share of $ 63.70 .

As of December 31, 2022, the Company had not repurchased any shares of common stock pursuant to its share repurchase program.

In connection with the Annual Meeting of Stockholders on May 3, 2022, the Company granted a total of 10,746 unrestricted shares of the Company's common stock to its independent directors under the 2019 Plan with a grant date fair value per share of $ 69.82 .

The grant date fair value of the common stock was determined using the closing price of the Company’s common stock on the date of the grant.

5 unchanged sentences

During the years ended December 31, 2022, 2021 and 2020, 150,867 , 136,503 and 139,224 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.

During the years ended December 31, 2022, 2021 and 2020, 8,929 , 0 and 0 shares of common stock, respectively, were withdrawn from the Deferred Compensation Plan.

As of December 31, 2022, there were 1,898,961 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the 2019 Plan, of which 735,392 were remaining and available for issuance.

3 unchanged sentences

The Company recognized compensation costs of approximately $ 4.9 million, $ 3.6 million and $ 2.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to the restricted stock issuances.

Table of Content s

The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date fair value share prices for the years ended December 31, 2022, 2021 and 2020:

19 unchanged sentences

Long-Term Incentive Plan:

As of December 31, 2021, there are three open performance measurement periods for the Performance Share awards:

As of December 31, 2022, there were three open performance measurement periods for the Performance Share awards:

January 1, 2020 to December 31, 2022, January 1, 2021 to December 31, 2023, and January 1, 2022 to December 31, 2024.

During the year ended December 31, 2021, the Company issued 131,322 shares of common stock at a price of $ 55.75 per share related to the Performance Share awards for the performance period from January 1, 2018 to December 31, 2020.

The expense related to the open Performance Share awards granted prior to January 1, 2020 varies quarter to quarter based on the Company’s relative share price performance.

Table of Content s

The following table summarizes certain information with respect to the Performance Share awards granted prior to January 1, 2020 (dollars in thousands):

Fair Value Performance Share Period Maximum Potential Payout Fair Value December 31, 2021 Accrual December 31, 2021 Expense for the Year Ended December 31,

Fair Value Performance Share Period Maximum Potential Payout Fair Value December 31, 2022

Accrual December 31, 2022

Expense for the Year Ended December 31,

2022 2021 2020

January 1, 2018 - December 31, 2020 $ — $ — $ — $ — $ — $ 3,138

January 1, 2017 - December 31, 2019 — — — — — 3,217

Total $ — $ — $ — $ — $ 3,138 $ 6,425

Under the Amended LTIP, each participant’s Performance Share target award for target awards granted on or after January 1, 2019 will be expressed as a number of shares of common stock and settled in shares of common stock.

1 unchanged sentence

The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 (dollars in thousands):

Performance Share Period Fair Value on Date of Grant Expense for the Year Ended December 31,

The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 and includes the forfeiture of certain of the Performance Share awards during the years ended December 31, 2022, 2021 and 2020 (dollars in thousands):

Performance Share Period Fair Value on Date of Grant 1

Expense for the Year Ended December 31,

2022 2021 2020

2 unchanged sentences

January 1, 2021 - December 31, 2023 4,820 1,393 1,822 —

January 1, 2022 - December 31, 2024 5,789 1,929 — —

Total $ 20,320 $ 4,490 $ 5,289 $ 3,467

1 Reflects the fair value on date of grant for all performance shares outstanding at December 31, 2022.

The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2022 and 2021:

For the Three Months Ended Security Dividend per

Share Declaration Date Record Date Date Paid

For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid

March 31, 2022 Common stock $ 0.34 February 8, 2022 March 25, 2022 April 8, 2022

June 30, 2022 Common stock $ 0.34 May 3, 2022 June 30, 2022 July 14, 2022

September 30, 2021 Common stock $ 0.34 August 3, 2021 October 1, 2021 October 15, 2021

September 30, 2022 Common stock $ 0.40 August 2, 2022 September 30, 2022 October 14, 2022

December 31, 2022 Common stock $ 0.40 November 1, 2022 December 30, 2022 January 13, 2023

For the Three

Months Ended Security Dividend

per Share Declaration Date Record Date Date Paid

For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid

March 31, 2021 Common stock $ 0.29 February 9, 2021 March 26, 2021 April 9, 2021

6 unchanged sentences

Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period.

The Company’s non-vested shares of restricted stock are considered participating securities since these share-based

Table of Content s

awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire.

The Company’s non-vested shares of restricted stock are considered participating securities since these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire.

The Company had no antidilutive securities or dilutive restricted stock awards outstanding for the years ended December 31, 2022, 2021 and 2020.

2 unchanged sentences

Performance Share awards which may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance measurement period are included as contingently issuable shares in the calculation of diluted weighted average common shares of stock outstanding assuming the reporting period is the end of the measurement period, and the effect is dilutive.

Diluted shares related to the Performance Share awards were 259,468 , 407,139 and 294,570 for the years ended December 31, 2021, 2020 and 2019, respectively.

Diluted shares related to the Performance Share awards were 88,373 , 259,468 and 407,139 for the years ended December 31, 2022, 2021 and 2020.

Commitments and Contingencies

3 unchanged sentences

Contractual Commitments.

As of February 8, 2022, the Company has five outstanding contracts with third-party sellers to acquire five industrial properties for a total purchase price of approximately $ 125.8 million.

As of February 7, 2023, the Company had four outstanding contracts with third-party sellers to acquire four industrial properties for a total purchase price of approximately $ 259.5 million.

There is no assurance that the Company will acquire the properties under contract because the proposed acquisitions are subject to due diligence and various closing conditions.

As of February 8, 2022, the Company has four non-binding letters of intent with third-party sellers to acquire four industrial properties for a total anticipated purchase price of approximately $ 94.9 million.

In the normal course of its business, the Company enters into non-binding letters of intent to purchase properties from third parties that may obligate the Company to make payments or perform other obligations upon the occurrence of certain events, including the execution of a purchase and sale agreement and satisfactory completion of various due diligence matters.

There can be no assurance that the Company will enter into purchase and sale agreements with respect to these properties or otherwise complete any such prospective purchases on the terms described or at all.

One of the purchase contracts is for the acquisition, for a total purchase price of approximately $ 173.6 million, of a 121 -acre project entitled for 2.2 million square feet of industrial distribution buildings in Miami’s Countyline Corporate Park (“Countyline”), immediately adjacent to the Company’s seven fully-leased buildings within Countyline.

The project, a landfill redevelopment adjacent to Florida’s Turnpike and the southern terminus of I-75, is 29.8 %% pre-leased with one 191,000 square foot rear-load industrial distribution building and one 506,000 square foot cross-dock industrial distribution building under construction.

At expected completion in 2025 the project is expected to contain ten LEED-certified industrial distribution buildings totaling approximately 2.2 million square feet for a total expected investment of approximately $ 491.1 million.

Subsequent Events

On February 7, 2023, the Company’s board of directors declared a cash dividend in the amount of $ 0.40 per share of its common stock payable on April 6, 2023 to the stockholders of record as of the close of business on March 31, 2023.

Table of Content s

Terreno Realty Corporation

10 unchanged sentences

104th Street 1 Los Angeles, CA $ — $ 3,701 $ 976 $ 206 $ 3,701 $ 1,182 $ 4,883 $ 181 2017 1951

5401 West 104th St 1 Los Angeles, CA — 15,721 1,463 — 15,721 1,463 17,184 5 2022 1951

139th Street 2 Carson, CA — 21,236 15,783 600 21,236 16,383 37,619 2,158 2017 1965/2003

6 unchanged sentences

14611 Broadway 1 Gardena, CA — 4,757 1,243 1,584 4,757 2,827 7,584 1,254 2013 1962

3660 Fee Ana — Anaheim, CA — 14,213 1,147 446 14,213 1,594 15,807 23 2022 1966/1993

19601 Hamilton 1 Torrance, CA — 7,409 4,072 1,881 7,409 5,953 13,362 1,794 2011 1985

8320-8400 Isis Avenue 1 Los Angeles, CA 14,963 3,429 41 14,963 3,470 18,433 56 2022 1979

332 Hindry Avenue 1 Inglewood, CA — 6,977 2,800 133 6,977 2,933 9,910 50 2022 1983

709 Hindry 1 Inglewood, CA — 2,105 2,972 460 2,105 3,432 5,537 581 2016 1984

4 unchanged sentences

Dominguez — Los Angeles, CA — 11,370 1,535 3,235 11,370 4,770 16,140 832 2017

3091 East Coronado St — Anaheim, CA — 7,140 464 134 7,140 598 7,738 11 2022 2,017

Garfield 5 Commerce, CA — 27,539 22,694 6,523 27,539 29,217 56,756 10,248 2012 2002

8 unchanged sentences

Maple II — Rancho Dominguez, CA — 14,102 183 495 14,102 678 14,780 70 2021

Porter 1 Los Angeles, CA — 3,791 399 — 3,791 399 4,190 12 2020 1911 & 1968

San Pedro — Gardena, CA — 7,598 1,523 268 7,598 1,791 9,389 17 2021

Shoemaker — Santa Fe Springs, CA — 4,759 1,099 25 4,759 1,124 5,883 119 2018 1986/1997

Slauson — Santa Fe Springs, CA — 4,679 697 957 4,679 1,654 6,333 112 2019 1967/1973

Table of Content s

Gross Amount Carried

5 unchanged sentences

Depreciation Year

14805 S Maple Ave — Rancho Dominguez, CA — 22,419 682 — 22,419 682 23,102 1 2022 1963/1983

Porter 1 Los Angeles, CA — 3,791 399 — 3,791 399 4,190 23 2020 1911 & 1968

San Pedro — Gardena, CA — 7,598 1,523 296 7,598 1,819 9,417 112 2021

Shoemaker — Santa Fe Springs, CA — 4,759 1,099 234 4,759 1,333 6,092 176 2018 1986/1997

Slauson — Santa Fe Springs, CA — 4,679 697 957 4,679 1,654 6,333 176 2019 1967/1973

19500 South Alameda St — Rancho Dominguez, CA — 30,176 2,364 — 30,176 2,364 32,540 26 2022 1982/1985

South Main 2 Carson, CA — 16,371 7,045 17,464 16,371 24,508 40,879 8,122 2012/2014 2016

8 unchanged sentences

17 Madison 1 Fairfield, NJ — 974 1,647 673 974 2,320 3,294 835 2013 1979

20 Pulaski 1 Bayonne, NJ — 4,003 4,946 1,864 4,003 6,810 10,813 1,726 2014 1965

22 Madison 1 Fairfield, NJ — 1,365 1,607 1,140 1,365 2,747 4,112 545 2015 1979

6 unchanged sentences

85 Doremus — Newark, NJ — 5,918 513 26 5,918 539 6,457 83 2018

87 Doremus — Newark, NJ — 21,595 550 — 21,595 550 22,146 12 2022 N/A

127 Doremus — Newark, NJ — 12,111 430 318 12,111 749 12,859 10 2022 N/A

97 Third Street — Kearny, NJ — 25,580 1,566 1,663 25,580 3,228 28,809 194 2021 1970

5 unchanged sentences

620 Division 1 Elizabeth, NJ — 6,491 3,568 6,268 6,491 9,836 16,327 3,789 2011 1980

629 Henry 1 Elizabeth, NJ — 13,734 1,690 — 13,734 1,690 15,425 6 2022 2004

7777 West Side 1 North Bergen, NJ — 4,525 8,856 — 4,525 8,856 13,381 1,299 2017 1967

2 unchanged sentences

228 North Ave 1 Elizabeth, NJ — 40,671 5,218 1,234 40,671 6,451 47,123 175 2021 1975

Gross Amount Carried

at December 31, 2022

Property Name No.

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Depreciation Year

256 Patterson Plank 1 Carlstadt, NJ — 9,478 1,284 1,754 9,478 3,038 12,516 202 2021 1960

293 Roanoke Avenue — Newark, NJ — 11,395 2,217 512 11,395 2,729 14,124 55 2022 N/A

Avenue A 4 Carlstadt, NJ — 7,516 4,660 1,422 7,516 6,082 13,598 1,271 2017 1951/1957

5 unchanged sentences

JFK Airgate 4 Queens, NY — 18,282 32,933 6,636 18,282 39,569 57,851 11,896 2013 1986/1991

Table of Content s

Gross Amount Carried

at December 31, 2021

Property Name No.

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Depreciation Year

Manor 1 East Rutherford, NJ — 4,076 5,262 3,713 4,076 8,975 13,051 1,681 2015 1968

Middlebrook 18 Bound Brook, NJ — 16,442 10,241 14,058 16,442 24,299 40,741 9,999 2010 1958/1976

Morgan 2 Brooklyn, NY — 71,051 10,888 6,014 71,051 16,902 87,953 1,581 2019 1960/1980 & 1967

1 unchanged sentence

Paterson Plank 1 Carlstadt, NJ — 4,127 455 761 4,127 1,216 5,343 229 2016 1998

Schoolhouse 1 Somerset, NJ — 2,375 5,705 425 2,375 6,130 8,505 1,021 2016 2009

Stockton — Newark, NJ — 12,327 1,282 882 12,327 2,164 14,491 597 2017

9 unchanged sentences

631 Brennan 1 San Jose, CA — 1,932 2,245 959 1,932 3,204 5,136 1,053 2012 1975

3660 Thomas Road 1 Santa Clara, CA — 43,053 13,887 617 43,053 14,503 57,557 234 2022 1973

Ahern 2 Union City, CA — 3,246 2,749 1,518 3,246 4,267 7,513 1,663 2010 1986

9 unchanged sentences

Hotchkiss II 1 Fremont, CA — 3,042 3,081 355 3,042 3,436 6,478 447 2018 1997

Gross Amount Carried

at December 31, 2022

Property Name No.

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Depreciation Year

Merced 4 San Leandro, CA — 25,621 9,318 3,497 25,621 12,815 38,436 1,896 2018 1958

3 unchanged sentences

San Clemente 1 Hayward, CA — 5,126 3,938 315 5,126 4,253 9,379 565 2018 1982

Teagarden 5 San Leandro, CA — 19,172 15,221 399 19,172 15,620 34,792 221 2022 1970/1972

Starlite 1 South San Francisco, CA — 3,738 144 2,185 3,738 2,329 6,067 86 2020 1966 & 1972

1 unchanged sentence

Whitney 3 San Leandro, CA — 13,821 9,016 2,242 13,821 11,258 25,079 1,834 2018 1974

Table of Content s

Gross Amount Carried

at December 31, 2021

Property Name No.

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Depreciation Year

Wicks 1 San Leandro, CA — 2,224 298 86 2,224 384 2,608 56 2018 1976

2 unchanged sentences

1st Ave 1 Seattle, WA — 29,441 30,537 7,755 29,441 38,292 67,733 1,907 2018 1937 & 1967

33rd Place 2 Bellevue, WA — 10,655 3,930 85 10,655 4,015 14,671 95 2022 1968-2009

6th Ave South 1 Seattle, WA — 7,215 8,670 94 7,215 8,764 15,979 775 2020 1960

79 Ave South 1 Kent, WA — 1,267 1,503 796 1,267 2,299 3,566 625 2014 2000

68th Kent 2 Kent, WA — 7,465 2,263 139 7,465 2,401 9,866 114 2021 1976

17 unchanged sentences

Kent 192 1 Kent, WA — 12,752 20,642 533 12,752 21,175 33,927 1,732 2020

Gross Amount Carried

at December 31, 2022

Property Name No.

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Depreciation Year

Kent 202 1 Kent, WA — 5,761 9,114 2,810 5,761 11,924 17,685 3,261 2015 1981

8 unchanged sentences

MLK 9600 — Seattle, WA — 20,849 1,395 653 20,077 2,048 22,125 213 2021 1957

Table of Content s

Gross Amount Carried

at December 31, 2021

Property Name No.

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Depreciation Year

NE 91st 2 Redmond, WA — 7,944 1,866 — 7,944 1,866 9,810 35 2022 1986/1987

SeaTac 8th Avenue 1 Burien, WA — 2,501 4,020 1,957 2,501 5,977 8,478 1,843 2013 1988

6 unchanged sentences

Willows — Redmond, WA — 3,067 581 148 3,067 729 3,796 17 2021 1970

8660 Willows Road — Redmond, WA — 18,034 2,180 211 18,034 2,391 20,425 35 2022 1987

26th Street 1 Miami, FL — 3,444 4,558 1,272 3,444 5,830 9,274 1,620 2012 1973

5 unchanged sentences

70th Avenue V 1 Miami, FL — 5,036 3,419 2,295 5,036 5,714 10,750 704 2017 1974

73rd Street 2 Miami, FL — 6,130 13,932 276 6,130 14,208 20,338 165 2021 2022

74th Avenue 1 Miami, FL — 2,327 3,538 692 2,327 4,230 6,557 870 2016 1986

5 unchanged sentences

131st Street 1 Medley, FL — 2,903 5,729 735 2,903 6,464 9,367 1,703 2014 1999

7045 NW 46th St 1 Miami, FL — 2,517 2,261 206 2,517 2,467 4,984 12 2022 1986

Gross Amount Carried

at December 31, 2022

Property Name No.

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Depreciation Year

8050 NW 90th St — Medley, FL — 18,612 2,067 1,690 18,612 3,757 22,369 31 2022 N/A

12950 SW South River 1 Medley, FL — 1,971 4,029 804 1,971 4,833 6,804 917 2016 2000

Americas Gateway 5 Doral, FL — 9,088 9,552 5,157 9,088 14,709 23,797 4,511 2013 1978/1982

Americas Gateway 5 1 Doral, FL — 2,064 4,326 390 2,064 4,716 6,780 143 2013 2022

Countyline #24 & #25 2 Hialeah, FL — 15,552 27,898 6,636 15,552 34,534 50,086 2,055 2021 2021 & 2021

1 unchanged sentence

Countyline #27 & #28 2 Hialeah, FL — 18,595 49,052 9,764 18,595 58,816 77,411 2,110 2021 2021 & 2021

Countyline #29 & #30 2 Hialeah, FL — 19,370 52,925 6,227 19,370 59,152 78,522 722 2022 2022

Miami International Trade Center 4 Medley, FL — 5,063 10,958 2,623 5,063 13,581 18,644 3,019 2015 1996

8 unchanged sentences

Eisenhower 3 Alexandria, VA — 36,755 23,768 2,089 36,755 25,857 62,612 645 2021 1974

Table of Content s

Gross Amount Carried

at December 31, 2021

Property Name No.

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Depreciation Year

Hampton Overlook 3 Capitol Heights, MD — 4,602 7,521 2,123 4,602 9,644 14,246 1,637 2016 1989/1990

5 unchanged sentences

Subtotal 252 — 1,850,860 1,060,256 312,218 1,850,860 1,372,473 3,223,333 236,851

Unamortized net premiums

Unamortized net deferred financing costs

1 unchanged sentence

Total 252 $ — $ 1,850,860 $ 1,060,256 $ 312,218 $ 1,850,860 $ 1,372,473 $ 3,346,878 $ 323,631

Table of Content s

Terreno Realty Corporation

16 unchanged sentences

Balance at end of year $ 323,631 $ 279,062

Table of Content s

Exhibit Index

28 unchanged sentences

10.12+ Amended and Restated Long-Term Incentive Plan of Registrant, effective as of January 1, 2014 (previously filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated by reference herein).

Table of Content s

10.13+ Form of Award Notice under the Long-Term Incentive Plan of Registrant (previously filed as Exhibit 10.8 to Amendment No.

1 unchanged sentence

10.14 Sixth Amended and Restated Senior Credit Agreement, dated as of August 20, 2021, among Terreno Realty LLC, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on August 26, 2021 and incorporated herein by reference).

10.15 First Amendment, dated as of June 29, 2022, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on July 5, 2022 and incorporated herein by reference).

10.16 Second Amendment, dated as of September 2, 2022, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on September 6, 2022 and incorporated herein by reference).

10.17 Note Purchase Agreement, dated as of June 7, 2017, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on June 12, 2017 and incorporated herein by reference).

2 unchanged sentences

10.20 Note Purchase Agreement, dated as of September 12, 2019, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 18, 2019 and incorporated herein by reference).

10.19+ Severance Agreement between the Registrant and Andrew T.

Burke, dated as of February 18, 2014 (previously filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K on February 8, 2017 and incorporated herein by reference).

10.21+ Severance Agreement between the Registrant and John T.

19 unchanged sentences

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

Table of Content s

101.DEF* Inline XBRL Taxonomy Definition Linkbase Document

4 unchanged sentences

+ Exhibit is a management contract or compensatory plan or arrangement.

Table of Content s

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 8, 2023.

6 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Table of Content s

Signature Title Date

6 unchanged sentences

Financial Officer

(principal financial and accounting

February 9, 2022

(principal financial officer) February 8, 2023

/s/ Melinda Weston Chief Accounting Officer

(principal accounting officer) February 8, 2023

Melinda Weston

/s/ Linda Assante Director February 8, 2023

Linda Assante

Boston Director February 8, 2023

Carlson Director February 8, 2023

Lee Director February 8, 2023

/s/ Gabriela F.

Parcella Director February 9, 2022

Oh Director February 8, 2023

/s/ Douglas M.

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures