Terreno Realty Corp 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “TRNO”. As of February 2, 2023, there were approximately 66,265 holders of record of shares of our common stock. This number does not include stockholders for which shares are held in “nominee” or “street” name. Distribution Policy We intend to pay regular quarterly distributions when, as and if authorized by our board of directors and declared by us. Our ability to make distributions to our stockholders also will depend on our levels of retained cash flows, which we intend to use as a source of investment capital. In order to qualify for taxation as a REIT, we must distribute to our stockholders an amount at least equal to: (i) 90% of our REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gain); plus (ii) 90% of the excess of our after-tax net income, if any, from foreclosure property over the tax imposed on such income by the Code; less (iii) the sum of certain items of non-cash income. Generally, we expect to distribute 100% of our REIT taxable income so as to avoid the income and excise tax on undistributed REIT taxable income. However, we cannot assure you as to our ability to sustain those distributions. The timing and frequency of distributions will be authorized by our board of directors and declared by us based upon a variety of factors, including: • actual results of operations; • our level of retained cash flows; • any debt service requirements; • capital expenditure requirements for our properties; • our property dispositions; • our taxable income; • the annual distribution requirement under the REIT provisions of the Code; • our operating expenses; • restrictions on the availability of funds under Maryland law; and • other factors that our board of directors may deem relevant. To the extent that, in respect of any calendar year, cash available for distribution is less than our REIT taxable income, we could be required to sell assets or borrow funds to make cash distributions or make a portion of the required distribution in the form of a taxable share distribution or distribution of debt securities. Income as computed for purposes of the tax rules described above will not necessarily correspond to our income as determined for financial reporting purposes. Distributions to our stockholders generally are taxable to our stockholders as ordinary income; however, because a significant portion of our investments are equity ownership interests in industrial properties, which generate depreciation and other non-cash charges against our income, a portion of our distributions may constitute a tax-free return of capital, although our current intention is to limit the level of such return of capital. Performance Graph The following graph compares the change in the cumulative total stockholder return on our common stock during the period from December 31, 2017 to December 31, 2022 with the cumulative total return of the Standard and Poor’s 500 Stock Index, the MSCI U.S. REIT Index (RMS) and the FTSE Nareit Equity Industrial Index. The return shown on the graph is not necessarily indicative of future performance. The comparison assumes that $100 was invested on December 31, 2017 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. 29 Table of Contents The performance graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing, except to the extent that the company specifically incorporates it by reference into such filing. Recent Sales of Unregistered Securities (a) Not Applicable. (b) Not Applicable. (c) Period (a) Total Number of Shares of Common Stock Purchased (b) Average Price Paid per Common Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plan or Program October 1, 2022 - October 31, 2022 108 $ 55.98 N/A N/A November 1, 2022 - November 30, 2022 — — N/A N/A December 1, 2022 - December 31, 2022 — — N/A N/A Total 108 1 $ 55.98 N/A N/A 1 Represents shares of common stock surrendered by employees to the Company to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted stock. Issuer Purchases of Equity Securities None. 30 Table of Contents Item 6. Reserved. Not applicable.