What changed in this filing

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Item 9A. Controls and Procedures

2025-02-05 compared with 2024-02-07 · 302 added, 182 removed, 923 unchanged (34% of the section changed)

16 unchanged sentences

In our opinion, Terreno Realty Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and schedule listed in the Index at Item 15 and our report dated February 7, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated February 5, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

20 unchanged sentences

Other Information.

On February 6, 2024, Linda Assante informed us that she would not stand for re-election at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”) in order to focus on other commitments.

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

Assante’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.

During the three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) .

2 unchanged sentences

Directors, Executive Officers and Corporate Governance.

The information required by Item 10 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, 2023 and is incorporated herein by reference.

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all of the Company's directors, officers, employees and other covered persons.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

It is also the policy of the Company to comply with all insider trading laws and regulations.

A copy of the Company's insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

The other information required by Item 10 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, 2024 and is incorporated herein by reference.

Executive Compensation.

12 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 and 202 2

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022

8 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Terreno Realty Corporation (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income , equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Terreno Realty Corporation (the Company) as of December 31, 2024 and 2023 the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

17 unchanged sentences

Valuation of acquired properties

Description of the Matter During the year ended December 31, 2023, the Company completed seven real estate acquisitions for a total purchase price of $484 million.

Description of the Matter During the year ended December 31, 2024, the Company completed nine real estate acquisitions for a total purchase price of $884 million.

The properties were acquired from unrelated third parties.

5 unchanged sentences

Building and improvement values are calculated as replacement cost less depreciation, or management’s estimates of the fair value of these assets using discounted cash flow analyses or similar methods.

Fair value of the mortgage loan assumed is based on current market interest rates for similar debt at the date of acquisition.

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.

1 unchanged sentence

To test the purchase price allocations to the assets and liabilities acquired, our audit procedures included, among others, review of the purchase agreements, assessing the methodologies and testing the significant assumptions discussed above used to value the components of the acquired properties.

We compared land comparative sales values, building replacement cost and depreciation estimates, market rental rates, discount rate and market rental growth rates with external market data, and the incorporation of these assumptions in the cash flow projections and overall valuation conclusions.

We compared, on a sample basis, land comparative sales values, building replacement cost and depreciation estimates, market rental rates, discount rate and market rental growth rates with external market data, and the incorporation of these assumptions in the cash flow projections and overall valuation conclusions.

We also tested the completeness and accuracy of the underlying data.

We involved our valuation specialists to assist in the assessment of the methodology utilized by the Company and to test certain of the assumptions used in the valuation of land, building and above and below market intangibles.

We involved our valuation specialists to assist in the assessment of the methodology utilized by the Company and to test on a sample basis certain of the assumptions used in the valuation of land, building, mortgage loan and above and below market intangibles.

/s/ Ernst & Young LLP

15 unchanged sentences

Net investments in properties 4,655,357 3,663,360

Properties held for sale, net 6,258 —

Net investments in real estate 4,661,615 3,663,360

Cash and cash equivalents 18,070 165,400

6 unchanged sentences

Senior unsecured notes, net 472,953 572,418

Mortgage loan payable, net 69,104 —

Security deposits 39,758 32,934

9 unchanged sentences

3,597,148 2,849,961

Common stock held in deferred compensation plan, 508,663 and 417,665 shares at December 31, 2023 and December 31, 2022, respectively.

Common stock held in deferred compensation plan:

497,190 and 508,663 shares at December 31, 2024 and December 31, 2023, respectively.

( 31,097 ) ( 31,788 )

20 unchanged sentences

Gain on sales of real estate investments 45,379 38,156 112,166

Total other income (expense) 18,324 89,125 ( 605 )

Total other income 36,541 18,324 89,125

Net income 184,497 151,457 198,014

8 unchanged sentences

Terreno Realty Corporation

Consolidated Statements of Comprehensive Income

(in thousands)

For the Year Ended December 31,

2023 2022 2021

Net income $ 151,457 $ 198,014 $ 87,254

Other comprehensive income:

Cash flow hedge adjustment — — 183

Comprehensive income $ 151,457 $ 198,014 $ 87,437

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

Terreno Realty Corporation

Consolidated Statements of Equity

2 unchanged sentences

in Capital Common Shares Held in Deferred Compensation Plan Deferred Compensation Plan Retained

Earnings Accumulated

Other Comprehensive

Shares Amount Total

9 unchanged sentences

— — — — — ( 112,546 ) ( 112,546 )

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

Other comprehensive income — — — — — — 183 183

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

Balance as of December 31, 2022 76,463,482 765 2,167,276 417,665 ( 26,462 ) 88,272 2,229,851

19 unchanged sentences

— — — — — ( 184,788 ) ( 184,788 )

Deposits to deferred compensation plan, net of withdrawals ( 90,998 ) — 5,326 90,998 ( 5,326 ) — — —

Withdrawals from deferred compensation plan 11,473 — ( 691 ) ( 11,473 ) 691 — —

Balance as of December 31, 2024 99,238,003 $ 994 $ 3,597,148 497,190 $ ( 31,097 ) $ 95,287 $ 3,662,332

12 unchanged sentences

Gain on sales of real estate investments ( 45,379 ) ( 38,156 ) ( 112,166 )

Deferred financing cost amortization 1,545 1,371 1,335

Deferred financing cost and mortgage fair value adjustment amortization 1,762 1,545 1,371

Stock-based compensation 14,926 13,466 10,171

18 unchanged sentences

Borrowings on term loans payable — — 100,000

Borrowings on senior unsecured notes — — 275,000

Payments on senior unsecured notes ( 100,000 ) — ( 50,000 )

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

Payment of deferred financing costs ( 5,805 ) ( 80 ) ( 1,498 )

2 unchanged sentences

534,906 528,864 17,734

Net increase (decrease) in cash and cash equivalents and restricted cash

Net decrease in cash and cash equivalents and restricted cash

( 147,884 ) 138,153 ( 176,718 )

11 unchanged sentences

Acquisition of properties $ 937,908 $ 512,531 $ 422,298

Assumption of mortgage loans payable ( 72,879 ) — —

Unamortized mortgage fair value adjustment 3,650 — —

Assumption of other assets and liabilities ( 54,164 ) ( 45,691 ) ( 14,740 )

4 unchanged sentences

Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, the “Company”) acquires, owns and operates industrial real estate in six major coastal U.S.

Los Angeles, Northern New Jersey/New York City, San Francisco Bay Area, Seattle, Miami, and Washington, D.C.

New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C.

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

As of December 31, 2023, the Company owned 259 buildings aggregating approximately 16.0 million square feet, 45 improved land parcels consisting of approximately 152.4 acres, seven properties under development or redevelopment and approximately 62.7 acres of land entitled for future development.

As of December 31, 2024, the Company owned 299 buildings (including one building held for sale) aggregating approximately 19.3 million square feet, 47 improved land parcels consisting of approximately 150.6 acres, six properties under development or redevelopment and approximately 22.4 acres of land for future development.

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 conditions and the availability of capital.

The Company determines the estimated fair values based on its assumptions regarding rental rates, lease-up and holding periods, as well as sales prices.

When available, current market information is used to

determine capitalization and rental growth rates.

The Company determines the estimated fair values based on its assumptions regarding

rental rates, lease-up and holding periods, as well as sales prices.

When available, current market information is used to determine capitalization and rental growth rates.

If available, current comparative sales values may also be used to establish fair value.

34 unchanged sentences

2029 ( 2,947 )

2028 ( 3,015 )

Thereafter ( 22,251 )

32 unchanged sentences

Cash and cash equivalents and restricted cash 18,352 166,236 28,083

Net increase (decrease) in cash and cash equivalents and restricted cash $ 138,153 $ ( 176,718 ) $ 96,965

Net (decrease) increase in cash and cash equivalents and restricted cash $ ( 147,884 ) $ 138,153 $ ( 176,718 )

Revenue Recognition.

The Company records rental revenue from operating leases on a straight-line basis over the term of the leases and maintains an allowance for estimated losses that may result from the inability of its tenants to make required payments.

If tenants fail to make contractual lease payments that are greater than the Company’s allowance for doubtful accounts, security deposits and letters of credit, then the Company may have to recognize additional doubtful account charges in future periods.

If tenants fail to make contractual lease payments that are greater than the Company’s allowance for doubtful

accounts, security deposits and letters of credit, then the Company may have to recognize additional doubtful account charges in future periods.

The Company monitors the liquidity and creditworthiness of its tenants on an ongoing basis by reviewing their financial condition periodically as appropriate.

7 unchanged sentences

Deferred financing costs associated with the Company’s revolving credit facility are classified as an asset, as a component of other assets in the accompanying consolidated balance sheets, and deferred financing costs associated with debt liabilities are reported as a direct deduction from the carrying amount of the debt liability in the accompanying consolidated balance sheets.

Deferred financing costs related to the revolving credit facility and debt liabilities are carried at cost, net of accumulated amortization in the aggregate of approximately $ 13.5 million and $ 11.9 million as of December 31, 2023 and 2022, respectively.

Deferred financing costs related to the revolving credit facility and debt liabilities are carried at cost, net of deferred financing costs and net of accumulated amortization in the aggregate of approximately $ 15.2 million and $ 13.5 million as of December 31, 2024 and 2023, respectively.

Mortgage Fair Value Adjustment.

Mortgage fair value adjustment represents the excess of the principal debt assumed over the fair value of debt assumed in connection with property acquisitions.

The adjustment is being amortized to interest expense over the term of the related debt instrument using the effective interest method.

As of December 31, 2024, the net unamortized fair value mortgage adjustment was approximately $ 3.6 million and were included as a component of mortgage loans payable in the accompanying consolidated balance sheets.

Income Taxes.

16 unchanged sentences

The amount of the expense may be subject to adjustment in future periods depending on the specific characteristics of the stock-based award.

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 .

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 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 .

The amount that may be earned is variable depending on the relative total shareholder return of the Company’s common stock as compared to the total shareholder return of the MSCI U.S.

9 unchanged sentences

The Company has determined that it has one reportable segment, with activities related to investing in real estate.

The Company’s investments in real estate are geographically diversified and the chief operating decision makers evaluate operating performance on an individual asset level.

The Company acquires, owns and operates industrial real estate in six major coastal U.S.

The Company invests in several types of industrial real estate, including warehouse/distribution, flex, transshipment, and improved land.

The Company’s assets engage in leasing activities that generate revenues and incur operating expenses.

Lease terms typically range from three to ten years .

As each of the Company’s assets has similar economic characteristics, the assets have been aggregated into one reportable segment.

The accounting policies for the reportable segment are the same as those described above.

The Chief Operating Decision Maker (“CODM”) assesses segment performance and decides how to allocate resources based on net income, which is reported on the Consolidated Statements of Operations.

The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

The CODM is the CEO and President.

The CODM reviews net income on an individual asset level and on a consolidated level.

The CODM uses this information to monitor budget versus actual results, to evaluate returns on assets and to determine how to reinvest profits.

The revenue, costs and expenses, and net income for the reportable segment are the same as those presented on the Consolidated Statements of Operations.

New Accounting Standards.

In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topics 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 improves current segment disclosures and requires additional disclosures of segment expenses.

The Company adopted the provisions of ASU 2023-07 as of December 31, 2024 which did not materially impact the Company’s consolidated financial statements, and the required segment disclosures are included above.

Concentration of Credit Risk

2 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.

As of December 31, 2023, the Company owned 43 buildings aggregating approximately 2.6 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 24.6 % of its annualized base rent.

As of December 31, 2024, the Company owned 65 buildings aggregating approximately 3.8 million square feet and 13 improved land parcels consisting of approximately 62.3 acres located in New York City/Northern New Jersey, which accounted for a combined percentage of approximately 27.9 % of its annualized base rent.

Such annualized base rent is based on contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements as of December 31, 2024, multiplied by 12.

4 unchanged sentences

Investments in Real Estate

During the year ended December 31, 2024, the Company acquired eight industrial properties and one portfolio of industrial properties.

This included the assumption of a mortgage loan with a total contractual principal amount of approximately $ 72.9 million which bears interest at a contractual fixed interest rate of 3.9 % and matures in March 2028.

Upon acquisition, this mortgage loan was recorded at fair value in the amount of $ 69.2 million using an effective interest rate of 5.6 %.

The unamortized fair value adjustment was approximately $ 3.6 million as of December 31, 2024.

The mortgage loan payable is secured by a property and requires a monthly interest payment until maturity and is generally non-recourse.

The total aggregate initial investment, including acquisition costs, was approximately $ 937.9 million, of which $ 523.2 million was recorded to land, $ 356.3 million to buildings and improvements, and $ 58.4 million to intangible assets.

Additionally, the Company assumed $ 54.3 million in liabilities.

The following table sets forth the wholly-owned industrial properties the Company acquired during the year ended December 31, 2024:

Property Name Location Acquisition Date Number of

Buildings Square

Feet Purchase Price

(in thousands) 1

13045 SE 32nd Street

Bellevue, WA January 5, 2024 1 16,000 $ 6,500

181 Lombardy Brooklyn, NY March 22, 2024 1 24,000 12,000

Fleet Alexandria, VA April 15, 2024 4 357,000 84,300

Multi-market portfolio of industrial properties 3

Various May 2, 2024 28 1,237,600 364,500

3000 V Street NE

Washington, D.C.

August 1, 2024 1 26,000 7,600

48-29 31st Pl Queens, NY December 5, 2024 1 17,000 7,600

280 Richards Street 2

Brooklyn, NY December 11, 2024 1 312,000 156,300

Doral Air Logistics Doral, FL December 27, 2024 3 495,000 195,600

49-15 Maspeth Avenue Queens, NY December 27, 2024 1 33,000 50,100

Total/Weighted Average 41 2,517,600 $ 884,500

1 Excludes intangible liabilities and unamortized mortgage fair value adjustments, if any.

The total aggregate initial investment was approximately $ 937.9 million, including $ 11.2 million in capitalized closing costs and acquisition costs and $ 49.5 million in assumed intangible liabilities, $ 3.7 million in assumed unamortized fair value adjustment and $ 3.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties.

2 280 Richards Street is encumbered by a mortgage loan payable with a total contractual principal amount of approximately $ 72.9 million which bears interest at a contractual fixed interest rate of 3.9 % and matures in March 2028.

The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $ 69.2 million using an effective interest rate of 5.6 %.

The unamortized fair value adjustment as of December 31, 2024 was approximately $ 3.6 million.

3 Includes 28 properties, including 12 buildings located in New York City aggregating approximately 481,500 square feet, 6 buildings located in Northern New Jersey aggregating approximately 343,200 square feet, 3 buildings located in the San Francisco Bay Area aggregating approximately 237,900 square feet and 7 buildings located in Los Angeles aggregating approximately 175,000 square feet.

The Company recorded revenues and net income for the year ended December 31, 2024 of approximately $ 26.0 million and $ 8.2 million, respectively, related to the 2024 acquisitions.

During the year ended December 31, 2023, the Company acquired seven industrial properties with a total initial investment, including acquisition costs, of approximately $ 512.5 million, of which $ 325.8 million was recorded to land, $ 156.6 million to buildings and improvements, and $ 30.1 million to intangible assets.

22 unchanged sentences

The Company recorded revenues and net income for the year ended December 31, 2023 of approximately $ 14.8 million and $ 4.9 million, respectively, related to the 2023 acquisitions.

During the year ended December 31, 2022, the Company acquired 20 industrial properties with a total initial investment, including acquisition costs, of approximately $ 422.3 million, of which $ 316.0 million was recorded to land, $ 94.4 million to buildings and improvements, and $ 11.9 million to intangible assets.

Additionally, the Company assumed $ 17.1 million in liabilities.

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

Property Name Location Acquisition Date Number of

Buildings Square

Feet Improved Land Acreage Purchase Price

(in thousands) 1

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

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

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

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

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

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

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

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 — — 1.8 13,000

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

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

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

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

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

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 — — 2.8 22,358

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

1 Excludes intangible liabilities.

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.

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, 2023, the Company had seven properties under redevelopment that, upon completion, will consist of six buildings aggregating approximately 1.0 million square feet and one approximately 2.8 -acre improved land parcel.

Additionally, the Company owned approximately 62.7 acres of land entitled for future development that, upon completion, will consist of six buildings aggregating approximately 1.1 million square feet.

The following table summarizes certain information with respect to the properties under development or redevelopment and the land entitled for future development as of December 31, 2023:

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

As of December 31, 2024, the Company had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet.

Additionally, the Company owned approximately 22.4 acres of land for future development that, upon completion, will consist of two buildings aggregating approximately 0.4 million square feet.

The following table summarizes certain information with respect to the properties under development or redevelopment and the land for future development as of December 31, 2024:

Property Name Location Total Expected

(in thousands) 1

Estimated Post-Development Square Feet Estimated Post-Development Acreage

Estimated Post-Development Square Feet

Properties under development or redevelopment:

Countyline Phase IV 2

Countyline Building 38 2

Hialeah, FL $ 88,800 506,215 —

Countyline Building 39 2

Hialeah, FL 43,802 178,201 —

Countyline Building 40 2

Hialeah, FL 41,968 186,107 —

Rancho Dominguez, CA 28,071 — 2.8

Hawthorne, CA 18,095 31,378 —

East Garry Avenue

Santa Ana, CA 40,553 91,500 —

Paterson Plank III

Carlstadt, NJ 35,042 47,316 —

Countyline Building 32 Hialeah, FL $ 40,100 164,300

Countyline Building 33 Hialeah, FL 39,000 158,000

Countyline Building 34 Hialeah, FL 55,900 219,900

Paterson Plank III Carlstadt, NJ 35,200 47,300

East Garry Avenue Santa Ana, CA 41,000 91,500

139th Street 3

Gardena, CA 104,600 223,000

Total $ 315,800 904,000

1 unchanged sentence

Countyline Phase IV 2

Countyline Phase IV Land 2

Hialeah, FL 295,700 1,137,121 —

Countyline Phase IV Land Hialeah, FL 117,100 433,200

Total $ 117,100 433,200

3 unchanged sentences

Countyline Phase IV, a landfill redevelopment adjacent to Florida’s Turnpike and the southern terminus of I-75, is expected to contain ten LEED-certified industrial distribution buildings at completion.

During 2023, the Company completed development and redevelopment activities for two properties.

The following table summarizes certain information with respect to the completed redevelopment properties as of December 31, 2023:

Property Name Location Total

3 This redevelopment property was initially acquired in 2017 for a total initial investment, including closing costs and acquisition costs, of approximately $ 39.9 million.

The property was in the operating portfolio until January 2024 when redevelopment commenced.

The amount spent to date includes the total initial investment and capital expenditures incurred prior to redevelopment and excludes accumulated depreciation recorded since acquisition.

The Company expects a total incremental investment of approximately $ 64.0 million.

During 2024, the Company completed development or redevelopment of six properties.

The following table summarizes certain information with respect to the completed development or redevelopment properties as of December 31, 2024:

Property Name Location Total Expected

(in thousands) 1

1 unchanged sentence

Square Feet Post-Development Acreage Completion Quarter

Berryessa San Jose, CA $ 26,296 — 6.3 Q2 2023

Countyline Building 31 Hialeah, FL $ 42,100 161,787 — Q4 2024

Countyline Building 38 Hialeah, FL 88,500 506,215 — Q2 2024

Countyline Building 39 Hialeah, FL 43,800 178,201 — Q3 2024

Countyline Building 40 Hialeah, FL 43,800 186,107 — Q2 2024

147th Street Hawthorne, CA 15,600 31,378 — Q4 2024

Maple III Rancho Dominguez, CA 28,300 — 2.8 Q4 2024

Total/Weighted Average $ 262,100 1,063,688 2.8

2 unchanged sentences

Held for Sale/Disposed Assets

The Company considers a property to be held for sale when it meets the criteria established under ASC 360, Property, Plant, and Equipment .

Properties held for sale are reported at the lower of the carrying amount or fair value less estimated costs to sell and are not depreciated while they are held for sale.

As of December 31, 2023, the Company did not have any properties held for sale.

During the year ended December 31, 2023, the Company sold two properties located in the Northern New Jersey/New York City market for a total aggregate sales price of approximately $ 43.2 million, resulting in a gain of approximately $ 21.9 million, one property located in the Washington, D.C.

market for a sales price of approximately $ 18.0 million, resulting in a gain of approximately $ 9.7 million and one property located in the Los Angeles market for a sales price of approximately $ 15.9 million, resulting in a gain of approximately $ 6.6 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.

As of both December 31, 2023 and December 31, 2022, the Company had $ 775.0 million of unsecured debt and no secured debt.

As of December 31, 2024, the Company had entered into an agreement with a third-party purchaser to sell one building located in the San Francisco Bay Area market for a sales price of approximately $ 16.9 million (net book value of approximately $ 6.3 million).

The sale of the property was subject to various closing conditions.

During the year ended December 31, 2024, the Company sold four properties for a total aggregate sales price of approximately $ 74.4 million, resulting in a total aggregate gain of approximately $ 45.4 million.

The following table sets forth the markets in which the industrial properties were sold during 2024:

Market Number of Properties Total Sales Price Total Gain

New York City/Northern New Jersey 1 $ 29,800 $ 17,200

Miami 1 20,600 14,500

San Francisco Bay Area 1 13,000 8,000

Seattle 1 11,000 5,700

Total 4 $ 74,400 $ 45,400

During the year ended December 31, 2023, the Company sold four properties for a total aggregate sales price of approximately $ 77.1 million, resulting in a total aggregate gain of approximately $ 38.2 million.

The following table sets forth the markets in which the industrial properties were sold during 2023:

Market Number of Properties Total Sales Price Total Gain

New York City/Northern New Jersey 2 $ 43,200 $ 21,900

Los Angeles 1 15,900 6,600

Washington, D.C.

1 18,000 9,700

Total 4 $ 77,100 $ 38,200

During the year ended December 31, 2022, the Company sold four properties for a total aggregate sales price of approximately $ 168.3 million, resulting in a total aggregate gain of approximately $ 112.2 million.

The following table sets forth the markets in which the industrial properties were sold during 2022:

Market Number of Properties Total Sales Price Total Gain

New York City/Northern New Jersey 3 $ 159,700 $ 107,100

Seattle 1 8,600 5,100

Total 4 $ 168,300 $ 112,200

The following table summarizes the components of the Company’s indebtedness as of December 31, 2024 and 2023 (dollars in thousands):

Margin Above SOFR Interest Rate 1

December 31, 2024 December 31, 2023 Margin Above SOFR Interest Rate 1

Contractual Maturity Date

1 unchanged sentence

Credit Facility $ 82,000 $ — 1.1 % 2

n/a 8/20/2025

5.4 % 1/15/2029

5 -Year Term Loan

19 unchanged sentences

Total Unsecured Debt 757,000 775,000

Unamortized debt issuance costs ( 3,437 ) ( 4,182 )

Secured Debt:

280 Richards Street 72,879 — n/a 3.9 % 3/1/2028

Total Secured Debt 72,879 —

Total Unsecured and Secured Debt 829,879 775,000

Unamortized fair value adjustment and debt issuance costs ( 6,442 ) ( 3,437 )

Total $ 823,437 $ 771,563

4 unchanged sentences

3 Collectively, the “Senior Unsecured Notes”.

The Company’s Sixth Amended and Restated Senior Credit Agreement (as amended, 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 both December 31, 2023 and December 31, 2022, there were no borrowings outstanding on the revolving credit facility and $ 200.0 million 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.

4 In July 2024, the Company repaid the $ 100.0 million tranche of its 7 -year Senior Unsecured Notes using existing cash on hand.

The notes bore interest at 3.8 % and had an original maturity date of July 14, 2024.

On September 24, 2024, the Company entered into the Third Amendment to the Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) in order to, among other things, (i) increase the borrowing capacity of the revolving credit facility by $ 200.0 million to $ 600.0 million and (ii) extend the maturity date of the revolving credit facility from August 2025 to January 2029.

The Amended Facility consists of a $ 600.0 million revolving credit facility that matures in January 2029, 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, 2024, there were $ 82.0 million of borrowings outstanding on the revolving credit facility and $ 200.0 million of borrowings outstanding on the term loans.

As of December 31, 2023, there were no borrowings outstanding on the revolving credit facility and $ 200.0 million of borrowings outstanding on the term loans.

The aggregate amount of the Amended Facility may be increased by up to an additional $ 450.0 million to a maximum aggregate amount not to exceed $ 1.25 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 $ 600.0 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, 2023) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of December 31, 2023) 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 applicable SOFR margin will range from 1.10 % to 1.55 % ( 1.10 % as of December 31, 2024) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of December 31, 2024) 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, 2024 and 2023.

As of December 31, 2024, the Company had one mortgage loan payable totaling approximately $ 69.1 million, net of deferred financing costs of $ 0.2 million and unamortized fair value adjustment of approximately $ 3.6 million, which bore interest at a weighted average fixed annual rate of 3.9 %.

The mortgage loan payable is collateralized by one property, is non-recourse and requires monthly interest payments until it matures in March 2028.

As of December 31, 2024 the total gross book value of the property securing the debt was approximately $ 179.3 million.

As of December 31, 2023, the Company had no mortgage loans.

The scheduled principal payments of the Company’s debt as of December 31, 2024 were as follows (dollars in thousands):

Facility Term Loan Senior

Notes Total Debt

Notes Mortgage

Payable Total Debt

2025 $ — $ — $ —

2 unchanged sentences

2028 — 100,000 100,000 72,879 272,879

2029 82,000 — 100,000 — 182,000

Thereafter — — 175,000 — 175,000

Subtotal 82,000 200,000 475,000 72,879 829,879

Unamortized fair value adjustment — — — ( 3,590 ) ( 3,590 )

Total Debt 82,000 200,000 475,000 69,289 826,289

1 unchanged sentence

Total Debt, net $ 82,000 $ 199,380 $ 472,953 $ 69,104 $ 823,437

Weighted average interest rate n/a 6.6 % 3.1 % 4.0 %

Weighted average interest rate 5.4 % 5.7 % 3.0 % 3.9 % 4.0 %

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of December 31, 2024.

7 unchanged sentences

As of December 31, 2024 and 2023, 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 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 mortgage loan 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 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.

11 unchanged sentences

The Company’s authorized capital stock consists of 400,000,000 shares of common stock, $ 0.01 par value per share, and 100,000,000 shares of preferred stock, $ 0.01 par value per share.

The Company has an at-the-market equity offering program (the "$ 500 Million ATM Program") pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 500.0 million ($ 305.8 million remaining as of December 31, 2023) in amounts and at times to be determined by the Company from time to time.

Prior to the implementation of the $ 500 Million ATM Program, the Company had two previous at-the-market equity offering programs (the "$ 300 Million ATM Program", and the "Previous $ 300 Million ATM Program"), which were substantially utilized as of September 5, 2023 and June 10, 2021, respectively, and are no longer active.

The Company has an at-the-market equity offering program (the "$ 500 Million ATM Program") pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 500.0 million (approximately $ 438.3 million remaining as of December 31, 2024) in amounts and at times to be determined by the Company from time to time.

Prior to the implementation of the $ 500 Million ATM Program, the Company had two previous at-the-market equity offering programs (the "Previous $ 500 Million ATM Program" and the "$ 300 Million ATM Program"), which were substantially utilized as of August 27, 2024 and September 5, 2023, respectively, and are no longer active.

Actual sales under the $ 500 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, 2023, the Company issued an aggregate of 5,152,279 shares of common stock at a weighted average offering price of $ 61.15 per share under the $ 300 Million ATM Program and the $ 500 Million ATM Program, resulting in net proceeds of approximately $ 310.5 million and paying total compensation to the applicable sales agents of approximately $ 4.6 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.

During the year ended December 31, 2024, the Company issued an aggregate of 5,329,544 shares of common stock at a weighted average offering price of $ 66.62 per share under the $ 500 Million ATM Program and the Previous $ 500 Million ATM Program, resulting in net proceeds of approximately $ 349.9 million and paying total compensation to the applicable sales agents of approximately $ 5.1 million.

During the year ended December 31, 2023, the Company issued an aggregate of 5,152,279 shares of common stock at a weighted average offering price of $ 61.15 per share under the Previous $ 500 Million ATM Program and the $ 300 Million ATM Program, resulting in net proceeds of approximately $ 310.5 million and paying total compensation to the applicable sales agents of approximately $ 4.6 million.

On February 13, 2023, the Company completed a public offering of 5,750,000 shares of common stock at a price per share of $ 62.50 , which included the underwriters’ full exercise of their option to purchase an additional 750,000 shares.

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.

On March 27, 2024, the Company completed a public offering of 6,325,000 shares of common stock at a price per share of $ 62.00 , which included the underwriters’ full exercise of their option to purchase an additional 825,000 shares.

The net proceeds of the offering were approximately $ 387.1 million after deducting the underwriting discount and offering costs of approximately $ 5.0 million.

The Company used the net proceeds for acquisitions.

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 .

On November 10, 2021, the Company sold an additional 525,000 shares upon the exercise by the underwriters of their option to purchase additional shares.

The net proceeds of the offering were approximately $ 355.9 million after deducting the underwriting discount and offering costs of approximately $ 3.5 million.

The Company used the net proceeds for general corporate purposes, which included, without limitation, working capital, repayment of indebtedness, future acquisitions and redevelopments.

The Company used the net proceeds for acquisitions.

In connection with the Annual Meeting of Stockholders on May 7, 2024, the Company granted a total of 11,385 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 $ 54.90 .

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.

The Company recognized approximately $ 0.6 million in compensation costs for the year ended December 31, 2024 related to this issuance.

The Company has a share repurchase program authorizing the Company to repurchase up to 3,000,000 shares of its outstanding common stock from time to time through December 31, 2026.

3 unchanged sentences

As of December 31, 2024, 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 2, 2023, the Company granted a total of 12,480 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 $ 60.10 .

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.

The Company recognized approximately $ 0.8 million in compensation costs for the year ended December 31, 2023 related to this issuance.

The Company has a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which certain of their cash and equity-based compensation may be deposited.

32 unchanged sentences

January 1, 2022 to December 31, 2024, January 1, 2023 to December 31, 2025, and January 1, 2024 to December 31, 2026.

During the year ended December 31, 2023, the Company issued 97,825 shares of common stock at a price of $ 58.56 per share related to the Performance Share awards for the performance period from January 1, 2020 to December 31, 2022.

During the year ended December 31, 2024, the Company did not issue any shares of common stock related to the Performance Share awards for the performance period from January 1, 2022 to December 31, 2024.

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 2024 (dollars in thousands):

9 unchanged sentences

1 Reflects the fair value on date of grant for all performance shares outstanding at December 31, 2024.

The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2023 and 2022:

The following tables set forth the cash dividends paid or payable per share during the years ended December 31, 2024 and 2023:

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

2 unchanged sentences

September 30, 2024 Common Stock $ 0.49 August 6, 2024 September 30, 2024 October 11, 2024

December 31, 2023 Common Stock $ 0.45 October 31, 2023 December 15, 2023 January 5, 2024

December 31, 2024 Common Stock $ 0.49 November 5, 2024 December 13, 2024 January 7, 2025

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

2 unchanged sentences

September 30, 2023 Common Stock $ 0.45 August 1, 2023 September 29, 2023 October 13, 2023

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

December 31, 2023 Common Stock $ 0.45 October 31, 2023 December 15, 2023 January 5, 2024

Net Income (Loss) Per Share

3 unchanged sentences

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, 2023, 2022 and 2021.

The Company had no antidilutive securities or dilutive restricted stock awards outstanding for the three months and years ended December 31, 2024, 2023, and 2022.

In accordance with the Company’s policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the net income (loss) per common share is adjusted for earnings distributed through declared dividends (if any) and allocated to all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method.

Under this method, allocations were made to 393,059 , 322,866 and 245,075 of weighted average unvested restricted shares outstanding for the years ended December 31, 2023, 2022 and 2021, respectively.

Under this method, allocations were made 429,748 , 393,059 and 322,866 of weighted average unvested restricted shares outstanding for the years ended December 31, 2024, 2023 and 2022, respectively.

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.

5 unchanged sentences

Contractual Commitments.

As of February 6, 2024, the Company had one outstanding contract with a third-party seller to acquire one industrial property for a total purchase price of approximately $ 12.0 million.

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

As of February 4, 2025, the Company did not have any outstanding contracts or non-binding letters of intent to acquire industrial properties.

Subsequent Events

On January 5, 2024, the Company acquired one industrial property in Bellevue, WA, for a total purchase price of approximately $ 6.5 million.

The property was acquired from an unrelated third party using existing cash on hand.

On January 7, 2025, the Company sold one industrial property in Union City, CA, which was held for sale as of December 31, 2024, for a total sales price of approximately $ 16.9 million (net book value of approximately $ 6.3 million).

On January 16, 2025, the Company sold one industrial property in South San Francisco, CA for a total sales price of approximately $ 8.0 million (net book value of approximately $ 6.0 million).

On February 4, 2025, the Company’s board of directors declared a cash dividend in the amount of $ 0.49 per share of its common stock payable on April 4, 2025 to the stockholders of record as of the close of business on March 27, 2025.

3 unchanged sentences

(in thousands)

Gross Amount Carried

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

1 unchanged sentence

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

104th Street 1 Los Angeles, CA $ — $ 3,701 $ 976 $ 175 $ 3,701 $ 1,151 $ 4,852 $ 215 2017 1951

7 unchanged sentences

13025 Cerise 1 Hawthorne, CA — 6,864 1,330 103 6,864 1,433 8,297 125 2021 1955

1201 Foothill Boulevard 1 Azusa, CA — 3,091 941 1 3,091 942 4,033 17 2024 1987

1335 Foothill Boulevard 1 Azusa, CA — 3,368 2,774 139 3,368 2,913 6,281 46 2024 1987

1355-1365 Foothill Boulevard 1 Azusa, CA — 5,145 2,729 151 5,145 2,880 8,025 47 2024 1987

16009-16019 Foothill Boulevard 1 Irwindale, CA — 4,983 2,512 59 4,983 2,571 7,554 43 2024 1985

16033-16037 Foothill Boulevard 1 Irwindale, CA — 4,075 2,567 59 4,075 2,626 6,701 44 2024 1985

16057-16059 Foothill Boulevard 1 Irwindale, CA — 3,982 2,297 59 3,982 2,356 6,338 39 2024 1985

14611 Broadway 1 Gardena, CA — 4,757 1,243 1,612 4,757 2,855 7,612 1,595 2013 1962

4857 W 147th St 1 Hawthorne, CA — 6,185 8,817 846 6,185 9,663 15,848 31 2022 1967

3660 Fee Ana — Anaheim, CA — 14,213 1,147 1,211 14,213 2,358 16,571 236 2022 1966/1993

19601 Hamilton 1 Torrance, CA — 7,409 4,072 1,882 7,409 5,954 13,363 2,394 2011 1985

735-751 Todd Avenue 1 Azusa, CA — 6,176 1,478 76 6,176 1,554 7,730 25 2024 1987

8320-8400 Isis Avenue 1 Los Angeles, CA — 14,963 3,429 230 14,963 3,659 18,622 264 2022 1979

7 unchanged sentences

3091 East Coronado St — Anaheim, CA — 7,140 464 239 7,140 703 7,843 109 2022 2017

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

Property Name No.

Location Encumbrances Land Buildings &

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

Garfield 5 Commerce, CA — 27,539 22,694 7,507 27,539 30,201 57,740 12,284 2012 2002

8 unchanged sentences

Maple II — Rancho Dominguez, CA — 14,102 183 495 14,102 678 14,780 273 2021

Gross Amount Carried

at December 31, 2023

Property Name No.

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Depreciation Year

Maple III — Rancho Dominguez, CA — 24,728 1,637 2,016 24,728 3,653 28,381 4 2022

Porter 1 Los Angeles, CA — 3,791 399 85 3,791 484 4,275 47 2020 1911 & 1968

9 unchanged sentences

Walnut II 1 Compton, CA — 6,097 5,069 986 6,097 6,055 12,152 1,366 2018 1969

Northern New Jersey/

New York City

New York City/Northern New Jersey

17 Madison 1 Fairfield, NJ — 974 1,647 802 974 2,449 3,423 1,011 2013 1979

144-02 158th Street 1 Jamaica, Queens, NY — 11,175 4,533 199 11,175 4,732 15,907 72 2024 1981

145-07 156th Street 1 Jamaica, Queens, NY — 1,408 730 6 1,408 736 2,144 11 2024 1963

145-20 157th Street 1 Jamaica, Queens, NY — 14,598 7,707 83 14,598 7,790 22,388 121 2024 1969

145-45 156th Street 1 Jamaica, Queens, NY — 7,909 3,968 — 7,909 3,968 11,877 62 2024 1981

149-39 Guy R.

Brewer Boulevard 1 Jamaica, Queens, NY — 3,603 2,127 1 3,603 2,128 5,731 33 2024 1966

149-40 182nd Street 1 Jamaica, Queens, NY — 4,066 1,450 10 4,066 1,460 5,526 23 2024 1989

154-09 146th Avenue 1 Jamaica, Queens, NY — 9,478 1,782 19 9,478 1,801 11,279 29 2024 1994

156-15 146th Avenue 1 Jamaica, Queens, NY — 1,675 226 93 1,675 319 1,994 7 2024 1983

179-02 150th Avenue 1 Jamaica, Queens, NY — 17,837 8,625 9 17,837 8,634 26,471 135 2024 1970

179-15 149th Road 1 Jamaica, Queens, NY — 3,894 1,382 1 3,894 1,383 5,277 22 2024 1969

182-09 149th Road 1 Jamaica, Queens, NY — 10,350 4,042 30 10,350 4,072 14,422 64 2024 1982

182-17 150th Avenue 1 Jamaica, Queens, NY — 25,274 2,841 275 25,274 3,116 28,390 48 2024 1984

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

Property Name No.

Location Encumbrances Land Buildings &

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

181 Lombardy 1 Brooklyn, NY — 9,124 2,986 435 9,124 3,421 12,545 64 2024 1940

195 Anderson Avenue 1 Moonachie, NJ — 3,577 1,336 — 3,577 1,336 4,913 22 2024 1968

1C Terminal Way 1 Avenel, NJ — 8,671 2,619 252 8,671 2,871 11,542 43 2024 1966

2AB Terminal Way 1 Avenel, NJ — 11,778 10,531 17 11,778 10,548 22,326 168 2024 1970

2C Terminal Way 1 Avenel, NJ — 6,466 5,208 10 6,466 5,218 11,684 83 2024 1966

22 Madison 1 Fairfield, NJ — 1,365 1,607 1,209 1,365 2,816 4,181 799 2015 1979

280 Richards Street 1 Red Hook, Brooklyn, NY 72,879 86,446 79,653 — 86,446 79,653 166,099 83 2024 2021

48th 3rd and 286 Central 1 Kearny, NJ — 12,061 1,664 1,768 12,061 3,432 15,493 529 2019 1978/1983

48-29 31st Pl 1 Long Island City, Queens, NY — 5,750 1,946 81 5,750 2,027 7,777 2 2024 1965

49-15 Maspeth Ave 1 Maspeth, Queens, NY — 42,560 7,258 — 42,560 7,258 49,818 7 2024 1966

4AB Engelhard 1 Avenel, NJ — 13,164 8,894 16 13,164 8,910 22,074 142 2024 1966

8AB Engelhard 1 Avenel, NJ — 11,688 10,763 900 11,688 11,663 23,351 181 2024 1966

9th Street 1 Long Island City, NY — 18,410 5,116 5,271 18,410 10,387 28,797 734 2023 1939

20 unchanged sentences

293 Roanoke Avenue — Newark, NJ — 11,395 2,217 398 11,395 2,615 14,010 313 2022 N/A

Gross Amount Carried

Avenue A 4 Carlstadt, NJ — 7,516 4,660 1,642 7,516 6,302 13,818 1,887 2017 1951/1957

Belleville 1 Kearny, NJ — 12,845 18,041 1,847 12,845 19,888 32,733 6,984 2011 2006

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

1 unchanged sentence

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Avenue A 4 Carlstadt, NJ — 7,516 4,660 1,455 7,516 6,115 13,631 1,578 2017 1951/1957

Belleville 1 Kearny, NJ — 12,845 18,041 1,847 12,845 19,888 32,733 6,358 2011 2006

Acquired Year

Commerce 1 Carlstadt, NJ — 1,656 1,544 443 1,656 1,987 3,643 360 2018 1969

14 unchanged sentences

San Francisco Bay Area

1200-1220 San Mateo Avenue 1 South San Francisco, CA — 24,488 7,126 1,615 24,488 8,741 33,229 128 2024 1972

20th Street 1 Oakland, CA — 18,092 6,730 2,011 18,092 8,741 26,833 1,600 2019 1970 & 2003

20269-20281 Mack Street 1 Hayward, CA — 8,758 2,395 9 8,758 2,404 11,162 43 2024 1977

238/242 Lawrence 2 South San Francisco, CA — 6,674 2,655 2,534 6,674 5,189 11,863 2,466 2010 1986

1 unchanged sentence

299 Lawrence 1 South San Francisco, CA — 1,352 1,198 600 1,352 1,798 3,150 840 2010 1968

3528 Arden Road 1 Hayward, CA — 15,272 10,100 26 15,272 10,126 25,398 168 2024 1999

631 Brennan 1 San Jose, CA — 1,932 2,245 1,060 1,932 3,305 5,237 1,311 2012 1975

1 unchanged sentence

Ahern 2 Union City, CA — 3,246 2,749 2,220 3,246 4,969 8,215 2,095 2010 1986

Ahern II 1 Union City, CA — 2,467 4,527 844 2,467 5,371 7,838 1,430 2015 1997

Berryessa — San Jose, CA — 23,057 2,574 827 23,057 3,401 26,458 233 2021

6 unchanged sentences

Foley Street 2 Hayward, CA — 5,023 3,281 677 5,023 3,958 8,981 451 2021 1976 & 1972

Hotchkiss 1 Fremont, CA — 4,163 3,152 1,401 4,163 4,553 8,716 963 2017 1997

Hotchkiss II 1 Fremont, CA — 3,042 3,081 355 3,042 3,436 6,478 569 2018 1997

Gross Amount Carried

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

1 unchanged sentence

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

Hotchkiss 1 Fremont, CA — 4,163 3,152 1,259 4,163 4,411 8,574 792 2017 1997

Hotchkiss II 1 Fremont, CA — 3,042 3,081 586 3,042 3,667 6,709 694 2018 1997

Merced 4 San Leandro, CA — 25,621 9,318 7,597 25,621 16,915 42,536 3,177 2018 1958

12 unchanged sentences

1st Ave 2 Seattle, WA — 29,441 30,537 8,942 29,441 39,479 68,920 5,497 2018 1937 & 1967

13045 SE 32nd Street 1 Bellevue, WA — 5,982 536 886 5,982 1,422 7,404 51 2024 1979

33rd Place 2 Bellevue, WA — 10,655 3,930 144 10,655 4,074 14,729 355 2022 1968-2009

12 unchanged sentences

Dawson 1 Seattle, WA — 3,902 278 654 3,902 932 4,834 330 2017 1964

Denver 1 Seattle, WA — 3,203 1,345 666 3,203 2,011 5,214 694 2016 1953

East Valley 1 Renton, WA — 2,693 2,959 381 2,693 3,340 6,033 621 2018 1991

1 unchanged sentence

Hudson 1 Seattle, WA — 4,471 912 323 4,471 1,235 5,706 204 2020 2006

Kent 188 1 Kent, WA — 3,251 4,719 2,340 3,251 7,059 10,310 2,668 2010 1979

Kent 190 1 Kent, WA — 4,560 5,561 1,522 4,560 7,083 11,643 1,811 2015 1992/1999

Gross Amount Carried

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

1 unchanged sentence

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

Kent 188 1 Kent, WA — 3,251 4,719 3,065 3,251 7,784 11,035 2,970 2010 1979

1 unchanged sentence

Kent 192 1 Kent, WA — 12,752 20,642 533 12,752 21,175 33,927 3,290 2020

Kent 202 1 Kent, WA — 5,761 9,114 4,528 5,761 13,642 19,403 4,190 2015 1981

Kent 216 1 Kent, WA — 3,672 5,408 1,145 3,672 6,553 10,225 2,198 2014 1996

Kent Corporate Park 4 Kent, WA — 5,032 6,916 2,677 5,032 9,593 14,625 3,493 2015 1980/1981

25 unchanged sentences

74th Avenue 1 Miami, FL — 2,327 3,538 965 2,327 4,503 6,830 1,219 2016 1986

78th Avenue 1 Doral, FL — 2,445 1,755 3,015 2,445 4,770 7,215 1,808 2012 1977

81st Street 2 Medley, FL — 2,938 5,242 2,077 2,938 7,319 10,257 2,400 2015 1996/2003

2 unchanged sentences

101st Road 1 Medley, FL — 2,647 3,258 1,074 2,647 4,332 6,979 1,642 2013 2012

131st Street 1 Medley, FL — 2,903 5,729 1,285 2,903 7,014 9,917 1,932 2014 1999

Gross Amount Carried

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

1 unchanged sentence

Location Encumbrances Land Buildings &

Land Buildings &

Total Accumulated

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

131st Street 1 Medley, FL — 2,903 5,729 1,408 2,903 7,137 10,040 2,176 2014 1999

7045 NW 46th St 1 Miami, FL — 2,517 2,261 210 2,517 2,471 4,988 193 2022 1986

8 unchanged sentences

Countyline 31 1 Hialeah, FL — 13,425 28,576 870 13,425 29,446 42,871 145 2023 2024

Countyline 38 1 Hialeah, FL — 36,898 67,304 — 36,898 67,304 104,202 1,623 2023 2024

Countyline 39 1 Hialeah, FL — 14,647 29,337 — 14,647 29,337 43,984 316 2023 2024

Countyline 40 1 Hialeah, FL — 12,151 28,265 — 12,151 28,265 40,416 650 2023 2024

Countyline 41 1 Hialeah, FL — 14,044 31,261 469 14,044 31,730 45,774 1,118 2023 2023

Doral Air Logistics Center 3 Doral, FL — 70,197 117,640 — 70,197 117,640 187,837 124 2024 2022

Miami International Trade Center 4 Medley, FL — 5,063 10,958 3,671 5,063 14,629 19,692 3,942 2015 1996

5 unchanged sentences

— 2,248 1,670 1,600 2,248 3,270 5,518 775 2017 1958

3000 V Street NE 1 Washington, D.C.

— 5,171 2,745 594 5,171 3,339 8,510 27 2024 1960

3601 Pennsy 1 Landover, MD — 2,331 4,375 1,757 2,331 6,132 8,463 2,300 2013 1996

3 unchanged sentences

Eisenhower 3 Alexandria, VA — 36,755 23,768 2,506 36,755 26,274 63,029 2,241 2021 1974

Fleet 4 Alexandria, VA — 52,000 29,858 383 52,000 30,241 82,241 576 2024 1977

Hampton Overlook 3 Capitol Heights, MD — 4,602 7,521 2,579 4,602 10,100 14,702 2,585 2016 1989/1990

1 unchanged sentence

Tuxedo — Hyattsville, MD — 6,867 1,266 1,104 6,867 2,370 9,237 280 2021 1962

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

Property Name No.

Location Encumbrances Land Buildings &

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

V Street 6 Washington, D.C.

1 unchanged sentence

Subtotal 298 72,879 2,586,471 1,720,864 386,448 2,586,471 2,107,312 4,693,783 350,903

Unamortized net premiums

Unamortized fair value adjustment ( 3,590 )

Unamortized net deferred financing costs ( 185 )

1 unchanged sentence

Total 298 — — $ 69,104 — $ 2,586,471 — $ 1,720,864 — $ 386,448 — $ 2,586,471 — $ 2,107,312 — $ 4,902,258 — $ 466,553

Assets held for sale 1 — 2,467 4,527 721 2,467 5,248 7,715 1,457

Terreno Realty Corporation

8 unchanged sentences

Construction in progress 129,564 139,974

Properties held for sale ( 7,715 ) —

Improvements, net of write-offs 46,068 40,415

4 unchanged sentences

Depreciation expense 71,704 56,765

Accumulated depreciation on properties held for sale ( 1,457 ) —

Disposition of properties and write-offs ( 8,542 ) ( 10,924 )

35 unchanged sentences

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).

10.17 Third Amendment, dated as of September 24, 2024, 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”, KeyBanc Capital Markets, PNC Capital Markets LLC, Regions Capital Markets, U.S.

Bank National Association, The Huntington National Bank and Citizens National Bank, N.A., as joint lead arrangers for the Revolving Loans, PNC Bank, National Association, Regions Bank, U.S.

Bank National Association, The Huntington National Bank and Citizens National Bank, N.A., as co-syndication agents for the Revolving Loans, KeyBanc Capital Markets, PNC Capital Markets LLC, Regions Capital Markets and U.S.

Bank National Association, as joint lead arrangers for the Term A Loans, PNC Bank, National Association, Regions Bank and U.S.

Bank National Association, as co-syndication agents for the Term A Loans, KeyBanc Capital Markets, PNC Capital Markets LLC and Regions Capital Markets, as joint lead arrangers for the Term B Loans, PNC Bank, National Association and Regions Bank as co-syndication agents for the Term B Loans, 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 30, 2024 and incorporated herein by reference).

10.18 Note Purchase Agreement, dated as of June 2, 2016, 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 7, 2016 and incorporated herein by reference).

6 unchanged sentences

10.24 Note Purchase Agreement, dated as of August 17, 2021, 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 August 23, 2021 and incorporated herein by reference).

19* Terreno Realty Corporation Insider Trading Policy, including Special Trading Procedures for Insiders.

21* Subsidiaries of Registrant.

10 unchanged sentences

§ 1350 Certification dated February 5, 2025.

97* Terreno Realty Corporation Compensation Recovery Policy

97 Terreno Realty Corporation Compensation Recovery Policy (previously filed as Exhibit 97 to the Registrant's Annual Report on Form 10-K on February 7, 2024 and incorporated herein by reference).

101.SCH* Inline XBRL Taxonomy Extension Schema Document

18 unchanged sentences

Blake Baird Chairman, Chief Executive Officer

(principal executive officer)

February 7, 2024

(Principal Executive Officer) February 5, 2025

/s/ Michael A.

2 unchanged sentences

Financial Officer

(principal financial officer) February 7, 2024

/s/ Melinda Weston Chief Accounting Officer

(principal accounting officer) February 7, 2024

Melinda Weston

/s/ Linda Assante Director February 7, 2024

Linda Assante

(Principal Financial and Accounting Officer) February 5, 2025

Boston Director February 5, 2025

Carlson Director February 5, 2025

/s/ Constance von Muehlen Director February 5, 2025

Constance von Muehlen

Oh Director February 5, 2025

3 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