What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 134 added, 93 removed, 466 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands – except share and per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Investments in real estate

25 unchanged sentences

Common stock:

$ 0.01 par value, 400,000,000 shares authorized, and 102,790,614 and 99,238,003 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively.

$ 0.01 par value, 400,000,000 shares authorized, and 102,799,526 and 99,238,003 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Additional paid-in capital

1 unchanged sentence

Common stock held in deferred compensation plan:

533,423 and 497,190 shares at March 31, 2025 and December 31, 2024, respectively.

533,423 and 497,190 shares at June 30, 2025 and December 31, 2024, respectively.

( 33,217 ) ( 31,097 )

6 unchanged sentences

(in thousands – except share and per share data)

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Rental revenues and tenant expense reimbursements $ 112,234 $ 94,247 $ 222,654 $ 179,277

10 unchanged sentences

Gain on sales of real estate investments 54,643 — 66,485 5,715

Total other income 5,138 3,368

Total other income (expense) 49,550 ( 1,188 ) 54,688 2,180

Net income 93,273 35,696 141,399 71,755

10 unchanged sentences

(in thousands – except share data)

Three months ended March 31, 2025:

Six months ended June 30, 2025:

Common Stock Additional

12 unchanged sentences

Balance as of March 31, 2025 102,790,614 1,030 3,834,924 533,423 ( 33,217 ) 92,788 $ 3,895,525

Three months ended March 31, 2024:

Net income — — — — — 93,273 93,273

Issuance of common stock, net of issuance costs of $ 0

14,195 — — — — — —

Forfeiture of common stock related to employee awards ( 5,713 ) — — — — — —

Common shares acquired related to employee awards ( 1,347 ) — ( 51 ) — — — ( 51 )

Issuance of restricted stock 1,777 — — — — — —

Stock-based compensation — — 4,870 — — — 4,870

Common stock dividends ($ 0.49 per share)

— — — — — ( 50,629 ) ( 50,629 )

Balance as of June 30, 2025 102,799,526 $ 1,030 $ 3,839,743 533,423 $ ( 33,217 ) $ 135,432 3,942,988

Six months ended June 30, 2024:

Common Stock Additional

12 unchanged sentences

Balance as of March 31, 2024 96,195,439 963 3,387,289 508,663 ( 31,788 ) 88,120 $ 3,444,584

Net income — — — — — 35,696 35,696

Issuance of common stock, net of issuance costs of $ 0

11,385 1 — — — — 1

Forfeiture of common stock related to employee awards ( 7,013 ) — — — — — —

Common shares acquired related to employee awards ( 874 ) — ( 55 ) — — — ( 55 )

Issuance of restricted stock 13,306 — — — — — —

Stock-based compensation — — 3,988 — — — 3,988

Common stock dividends ($ 0.45 per share)

— — — — — ( 43,529 ) ( 43,529 )

Balance as of June 30, 2024 96,212,243 $ 964 3,391,222 508,663 $ ( 31,788 ) $ 80,287 3,440,685

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

2 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

46 unchanged sentences

Terreno Realty Corporation

Notes to Consolidated Financial Statements

Condensed Notes to Consolidated Financial Statements

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

1 unchanged sentence

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

As of March 31, 2025, the Company owned 298 buildings aggregating approximately 19.3 million square feet, 47 improved land parcels consisting of approximately 150.6 acres, five properties under development or redevelopment and approximately 22.4 acres of land for future development.

As of June 30, 2025, the Company owned 297 buildings (including three properties consisting of eight buildings and one improved land parcel held for sale) aggregating approximately 18.9 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.

25 unchanged sentences

If an asset is intended to be held for the long-term, the recoverability is based on the undiscounted future cash flows.

If the asset carrying value is not supported on an undiscounted future cash flow basis, then the asset carrying value is measured against the lower of cost or the present value of expected cash flows over the expected hold period.

An impairment charge to earnings is recognized for the excess of the asset’s carrying value

over the lower of cost or the present values of expected cash flows over the expected hold period.

If the asset carrying value is not supported on an undiscounted

future cash flow basis, then the asset carrying value is measured against the lower of cost or the present value of expected cash flows over the expected hold period.

An impairment charge to earnings is recognized for the excess of the asset’s carrying value over the lower of cost or the present values of expected cash flows over the expected hold period.

If an asset is intended to be sold, impairment is determined using the estimated fair value less costs to sell.

6 unchanged sentences

The discount rates used in the fair value estimates represent a rate commensurate with the indicated holding period with a premium layered on for risk.

There were no impairment charges recorded to the carrying values of the Company’s properties during the three months ended March 31, 2025 or 2024.

There were no impairment charges recorded to the carrying values of the Company’s properties during the three or six months ended June 30, 2025 or 2024.

Property Acquisitions.

12 unchanged sentences

The above and below-market lease values are amortized to rental revenues over the remaining initial term plus the term of any below-market fixed rate renewal options that are considered bargain renewal options of the respective leases.

The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $ 5.0 million and $ 3.4 million for the three months ended March 31, 2025 and 2024, respectively.

The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $ 5.3 million and $ 4.5 million for the three months ended June 30, 2025 and 2024, respectively, and approximately $ 10.3 million and $ 7.8 million for the six months ended June 30, 2025 and 2024, respectively.

The origination value of in-place leases is based on costs to execute similar leases, including commissions and other related costs.

The origination value of in-place leases also includes real estate taxes, insurance and an estimate of lost rental revenue at market rates during the estimated time required to lease up the property from vacant to the occupancy level at the date of acquisition.

The remaining weighted average lease term related to these intangible assets and liabilities as of March 31, 2025 was 6.9 years.

As of March 31, 2025 and December 31, 2024, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):

March 31, 2025 December 31, 2024

The remaining weighted average lease term related to these intangible assets and liabilities as of June 30, 2025 was 8.0 years.

As of June 30, 2025 and December 31, 2024, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):

June 30, 2025 December 31, 2024

Gross Accumulated

8 unchanged sentences

The following table reflects the standard depreciable lives typically used to compute depreciation and amortization.

However, such depreciable lives may be different

based on the estimated useful life of such assets or liabilities.

However, such depreciable lives may be different based on the estimated useful life of such assets or liabilities.

Description Standard Depreciable Life

16 unchanged sentences

The following summarizes the reconciliation of cash and cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash flows (dollars in thousands):

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash and cash equivalents at beginning of period

15 unchanged sentences

Tenant expense reimbursement income includes payments and amounts due from tenants pursuant to their leases for real estate taxes, insurance and other recoverable property operating expenses and is recognized as revenues during the same period the related expenses are incurred.

As of March 31, 2025 and December 31, 2024, approximately $ 67.5 million and $ 62.9 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $ 4.8 million and $ 3.4 million as of March 31, 2025 and

December 31, 2024, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, approximately $ 68.6 million and $ 62.9 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $ 5.8 million and $ 3.4 million as of June 30, 2025 and December 31, 2024, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.

Deferred Financing Costs.

1 unchanged sentence

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 deferred financing costs and net of accumulated amortization in the aggregate of approximately $ 15.7 million and $ 15.2 million as of March 31, 2025 and December 31, 2024, 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 $ 16.3 million and $ 15.2 million as of June 30, 2025 and December 31, 2024, respectively.

Mortgage Fair Value Adjustment.

1 unchanged sentence

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

The net unamortized fair value mortgage adjustment as of March 31, 2025 and December 31, 2024 was approximately $ 3.3 million and $ 3.6 million, respectively, and was included as a component of mortgage loans payable in the accompanying consolidated balance sheets.

The net unamortized fair value mortgage adjustment as of June 30, 2025 and December 31, 2024 was approximately $ 3.0 million and $ 3.6 million, respectively, and was included as a component of mortgage loans payable in the accompanying consolidated balance sheets.

Income Taxes.

The Company elected to be taxed as a REIT under the Code and operates as such beginning with its taxable year ended December 31, 2010.

In addition, certain properties are held indirectly through subsidiaries that intend to qualify as REITs for federal income tax purposes.

To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP).

6 unchanged sentences

Tax benefits of positions not deemed to meet the more-likely-than-not threshold are recorded as a tax expense in the current year.

As of March 31, 2025 and December 31, 2024, the Company did not have any unrecognized tax benefits and does not believe that there will be any material changes in unrecognized tax positions over the next 12 months.

The Company’s tax returns are subject to examination by federal, state and local tax jurisdictions, which as of March 31, 2025, include years 2021 to 2024 for federal purposes.

As of June 30, 2025 and December 31, 2024, the Company did not have any unrecognized tax benefits and does not believe that there will be any material changes in unrecognized tax positions over the next 12 months.

The Company’s tax returns are subject to examination by federal, state and local tax jurisdictions, which as of June 30, 2025, include years 2021 to 2024 for federal purposes.

Stock-Based Compensation and Other Long-Term Incentive Compensation.

The Company follows the provisions of ASC 718, Compensation-Stock Compensation, to account for its stock-based compensation plan, which requires that the compensation cost relating to stock-based payment transactions be recognized in the financial statements and that the cost be measured on the fair value of the equity or liability instruments issued.

The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) provides for the grant of restricted stock awards, performance share awards, unrestricted shares or any combination of the foregoing.

The Company’s 2025 Equity Incentive Plan (the “2025 Plan”) provides, and the 2019 Equity Incentive Plan (the “2019 Plan”) previously provided for the grant of restricted stock awards, performance share awards, unrestricted shares or any combination of the foregoing.

Stock-based compensation is recognized as a general and administrative expense in the accompanying consolidated statements of operations and measured at the fair value of the award on the date of grant.

1 unchanged sentence

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

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 .

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

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 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.

Under the 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.

Fair Value of Financial Instruments .

26 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 March 31, 2025, 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 28.6 % 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 March 31, 2025, multiplied by 12.

As of June 30, 2025, the Company owned 67 buildings aggregating approximately 3.9 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 29.1 % of its annualized base rent.

Other real estate companies compete with the Company in its real estate markets.

1 unchanged sentence

The existence of competing properties could have a material impact on the Company’s ability to lease space and on the level of rent that can be achieved.

The Company had no tenant that accounted for greater than 10% of the Company's annualized base rent as of March 31, 2025.

The Company had no tenant that accounted for greater than 10% of the Company's annualized base rent as of June 30, 2025.

Investments in Real Estate

During the three months ended March 31, 2025, the Company did not acquire any properties.

During the three months ended March 31, 2024, the Company acquired two industrial properties with a total initial investment,

including acquisition costs, of approximately $ 18.7 million, of which $ 15.1 million was recorded to land and $ 3.6 million to buildings and improvements.

The Company did not record any revenues or net income for the three months ended March 31, 2024 related to the 2024 acquisitions.

During both the three and six months ended June 30, 2025, the Company acquired six industrial properties with a total initial investment, including acquisition costs, of approximately $ 152.8 million, of which $ 119.7 million was recorded to land, $ 24.9 million to buildings and improvements, and $ 8.2 million to intangible assets.

Additionally, the Company assumed $ 26.9 million in liabilities.

Redevelopment of one property commenced upon acquisition with a total expected investment of approximately $ 40.2 million.

The Company recorded revenues and net income for both the three and six months ended June 30, 2025 of approximately $ 0.5 million and $ 0.2 million, respectively, related to the 2025 acquisitions.

During the three months ended June 30, 2024, the Company acquired one industrial property and one portfolio of industrial properties, with a total initial investment, including acquisition costs, of approximately $ 472.8 million, of which $ 297.9 million was recorded to land, $ 143.5 million to buildings and improvements, and $ 31.4 million to intangible assets.

Additionally, the Company assumed $ 22.4 million in liabilities.

During the six months ended June 30, 2024, the Company acquired three industrial properties and one portfolio of industrial properties, with a total initial investment, including acquisition costs, of approximately $ 491.5 million, of which $ 313.0 million was recorded to land, $ 147.1 million to buildings and improvements, and $ 31.4 million to intangible assets.

Additionally, the Company assumed $ 22.4 million in liabilities.

The Company recorded revenues and net income for both the three and six months ended June 30, 2024 of approximately $ 6.5 million and $ 2.8 million, respectively, related to the 2024 acquisitions.

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

1 unchanged sentence

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

As of March 31, 2025, the Company had five properties under development or redevelopment that, upon completion, will consist of eight buildings aggregating approximately 0.8 million square feet.

As of June 30, 2025, 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 March 31, 2025:

The following table summarizes certain information with respect to the properties under development or redevelopment and the land for future development as of June 30, 2025:

Property Name Location Total Expected

11 unchanged sentences

Carlstadt, NJ 35,200 47,300

Queens, NY 40,200 47,500

139th Street 3

15 unchanged sentences

During the first quarter of 2025, the Company completed the redevelopment of one property.

The following table summarizes certain information with respect to the redevelopment property completed during the three months ended March 31, 2025:

The following table summarizes certain information with respect to the redevelopment property completed during the six months ended June 30, 2025:

Property Name Location Total Expected

3 unchanged sentences

1 Total investment for the property includes 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 development, redevelopment, renovation or expansion activities of approximately $ 1.3 million and $ 3.1 million during the three months ended March 31, 2025 and 2024, respectively.

The Company capitalized interest associated with development, redevelopment, renovation or expansion activities of approximately $ 1.1 million and $ 2.8 million during the three months ended June 30, 2025 and 2024, respectively, and approximately $ 2.4 million and $ 5.9 million during the six months ended June 30, 2025 and 2024, respectively.

Held for Sale/Disposed Assets

1 unchanged sentence

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 March 31, 2025, the Company did not have any properties held for sale.

The following table summarizes the properties sold by the Company during the three months ended March 31, 2025 (dollars in thousands):

As of June 30, 2025, the Company had three properties held for sale.

These properties included one improved land parcel located in the Seattle market (net book value of approximately $ 6.7 million and net liabilities of approximately $ 0.2 million), which sold on July 28, 2025 for a sales price of approximately $ 9.5 million, one property consisting of six buildings located in the Miami market (net book value of approximately $ 24.5 million and net liabilities of approximately $ 1.3 million), which sold on July 28, 2025 for a sales price of approximately $ 82.3 million, and one property consisting of two buildings located in the New York City/Northern New Jersey market (net book value of approximately $ 30.3 million and net liabilities of approximately $ 0.2 million).

The following table summarizes the properties sold by the Company during the six months ended June 30, 2025 (dollars in thousands):

Market Number of Properties Total Sales Price Total Gain

Los Angeles 1 $ 97,000 $ 49,523

San Francisco Bay Area 2 24,880 11,842

The following table summarizes the properties sold by the Company during the three months ended March 31, 2024 (dollars in thousands):

Seattle 1 17,500 5,120

Total 4 $ 139,380 $ 66,485

The following table summarizes the properties sold by the Company during the six months ended June 30, 2024 (dollars in thousands):

Market Number of Properties Total Sales Price Total Gain

Seattle 1 $ 11,000 $ 5,715

The following table summarizes the components of the Company’s indebtedness as of March 31, 2025 and December 31, 2024 (dollars in thousands):

March 31, 2025 December 31, 2024

The following table summarizes the components of the Company’s indebtedness as of June 30, 2025 and December 31, 2024 (dollars in thousands):

June 30, 2025 December 31, 2024

Margin Above SOFR Interest Rate 1

2 unchanged sentences

Credit Facility $ — $ 82,000 1.1 % 2

— % 1/15/2029

n/a 1/15/2029

5 -Year Term Loan

23 unchanged sentences

Total $ 742,386 $ 823,437

1 Reflects the contractual interest rate under the terms of each loan as of March 31, 2025.

1 Reflects the contractual interest rate under the terms of each loan as of June 30, 2025.

Excludes the effects of unamortized debt issuance costs.

2 The interest rates on these loans are 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 March 31, 2025) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of March 31, 2025) 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 SOFR margins will range from 1.10 % to 1.55 % ( 1.10 % as of June 30, 2025) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of June 30, 2025) 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”.

The Company’s Sixth Amended and Restated Senior Credit Agreement (as amended, 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 March 31, 2025, there were no borrowings outstanding on the revolving credit facility and $ 200.0 million of borrowings outstanding on the term loans.

As of June 30, 2025, there were no borrowings outstanding on the revolving credit facility and $ 200.0 million of borrowings outstanding on the term loans.

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.

2 unchanged sentences

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 March 31, 2025) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of March 31, 2025) 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 June 30, 2025) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of June 30, 2025) 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.

2 unchanged sentences

The Amended Facility and the Senior Unsecured Notes include a series of financial and other covenants with which the Company must comply.

The Company was in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of March 31, 2025 and December 31, 2024.

As of March 31, 2025, the Company had one mortgage loan payable totaling approximately $ 69.4 million, net of deferred financing costs of $ 0.2 million and unamortized fair value adjustment of approximately $ 3.3 million, which bore interest at a weighted average fixed annual rate of 3.9 %.

The Company was in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of June 30, 2025 and December 31, 2024.

As of June 30, 2025, the Company had one mortgage loan payable totaling approximately $ 69.7 million, net of deferred financing costs of $ 0.2 million and unamortized fair value adjustment of approximately $ 3.0 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 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.

The scheduled principal payments of the Company’s debt as of March 31, 2025 were as follows (dollars in thousands):

The scheduled principal payments of the Company’s debt as of June 30, 2025 were as follows (dollars in thousands):

Facility Term Loan Senior

1 unchanged sentence

Payable Total Debt

2025 (9 months) $ — $ — $ —

Remainder of 2025 $ — $ — $ —

2026 — — 50,000 — 50,000

9 unchanged sentences

Weighted average interest rate n/a 5.6 % 3.0 % 3.9 % 3.8 %

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of March 31, 2025.

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of June 30, 2025.

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):

2025 (9 months) $ 239,331

Remainder of 2025 $ 159,640

Thereafter 423,759

3 unchanged sentences

Financial Instruments Disclosed at Fair Value.

As of March 31, 2025 and December 31, 2024, 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.

As of June 30, 2025 and December 31, 2024, 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 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.

The following table sets forth the carrying value and the estimated fair value of the Company’s debt as of March 31, 2025 and December 31, 2024 (dollars in thousands):

The following table sets forth the carrying value and the estimated fair value of the Company’s debt as of June 30, 2025 and December 31, 2024 (dollars in thousands):

Fair Value Measurement Using

5 unchanged sentences

(Level 3) Carrying Value

March 31, 2025 $ 706,720 $ — $ 706,720 $ — $ 741,912

June 30, 2025 $ 708,928 $ — $ 708,928 $ — $ 742,386

December 31, 2024 $ 773,456 $ — $ 773,456 $ — $ 823,437

1 unchanged sentence

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 (approximately $ 200.8 million remaining as of March 31, 2025) in amounts and at times to be determined by the Company from time to time.

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 $ 200.8 million remaining as of June 30, 2025) 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 a previous at-the-market equity offering program (the “Previous $ 500 Million ATM Program”), which was substantially utilized as of August 27, 2024 and is 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 three months ended March 31, 2025, the Company issued an aggregate of 3,506,371 shares of common stock at a weighted average offering price of $ 67.71 per share under the $ 500 Million ATM Program, resulting in net proceeds of approximately $ 234.0 million and paying total compensation to the applicable sales agents of approximately $ 3.4 million.

During the three months ended March 31, 2024, the Company issued an aggregate of 2,353,278 shares of common stock at a weighted average offering price of $ 64.00 per share under the Previous $ 500 Million ATM Program, resulting in net proceeds of approximately $ 148.4 million and paying total compensation to the applicable sales agents of approximately $ 2.2 million.

During the three months ended June 30, 2025, the Company did not issue any common stock under the $ 500 Million ATM Program.

During the six months ended June 30, 2025, the Company issued an aggregate of 3,506,371 shares of common stock at a weighted average offering price of $ 67.71 per share under the $ 500 Million ATM Program, resulting in net proceeds of approximately $ 234.0 million and paying total compensation to the applicable sales agents of approximately $ 3.4 million.

During the three months ended June 30, 2024, the Company did not issue any common stock under the Previous $ 500 Million ATM Program.

During the six months ended June 30, 2024, the Company issued an aggregate of 2,353,278 shares of common stock at a weighted average offering price of $ 64.00 per share under the Previous $ 500 Million ATM Program, resulting in net proceeds of approximately $ 148.4 million and paying total compensation to the applicable sales agents of approximately $ 2.2 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.

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The Company used the net proceeds for acquisitions.

In connection with the Annual Meeting of Stockholders on May 6, 2025, the Company granted a total of 14,195 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 $ 56.36 .

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 both the three and six months ended June 30, 2025 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.

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The program may be suspended or discontinued at any time.

As of March 31, 2025, the Company had not repurchased any shares of common stock pursuant to its share repurchase program.

As of June 30, 2025, the Company had not repurchased any shares of common stock pursuant to its share repurchase program.

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.

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Subsequent changes in the fair value of the shares are not recognized.

During the three months ended March 31, 2025 and 2024, 36,233 and 0 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.

During both the three months ended March 31, 2025 and 2024, there were no shares of common stock withdrawn from the Deferred Compensation Plan.

As of March 31, 2025, 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 258,368 were remaining and available for issuance.

The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to March 31, 2025 ranged from $ 14.20 to $ 78.33 .

The fair value of the restricted stock that was

granted during the three months ended March 31, 2025 was approximately $ 4.2 million and the vesting period for the restricted stock is typically between three and five years .

As of March 31, 2025, the Company had approximately $ 17.7 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 2.9 years.

The Company recognized compensation costs of approximately $ 1.9 million and $ 1.4 million for the three months ended March 31, 2025 and 2024, respectively, related to the restricted stock issuances.

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 three months ended March 31, 2025:

During both the three months ended June 30, 2025 and 2024, no shares of common stock were deposited into the Deferred Compensation Plan.

During the six months ended June 30, 2025 and 2024, 36,233 and 0 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.

During each of the three and six months ended June 30, 2025 and 2024, no shares of common stock were withdrawn from the Deferred Compensation Plan.

On May 6, 2025, the Company’s stockholders approved the 2025 Plan, which replaces the 2019 Plan.

As of June 30, 2025, there were 2,258,368 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the 2025 Plan, of which 2,248,109 were remaining and available for issuance.

The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to June 30, 2025 ranged from $ 14.20 to $ 78.33 .

The fair value of the restricted stock that was granted during the three and six months ended June 30, 2025 was approximately $ 0.1 million and $ 4.3 million, respectively, and the vesting period for the restricted stock is typically between three and five years .

As of June 30, 2025, the Company had approximately $ 15.7 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 2.7 years.

The Company recognized compensation costs of approximately $ 1.8 million and $ 1.7 million for the three months ended June 30, 2025 and 2024, respectively, and approximately $ 3.7 million and $ 3.1 million for the six months ended June 30, 2025 and 2024, respectively, related to the restricted stock issuances.

Restricted Stock Activity:

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Vested ( 48,411 ) 62.56

Non-vested shares outstanding as of March 31, 2025 446,411 $ 63.55

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of March 31, 2025:

Non-vested shares outstanding as of June 30, 2025 438,507 $ 63.50

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of June 30, 2025:

Non-vested Shares Vesting Schedule Number of Shares

2025 (9 months) 53,288

Remainder of 2025 49,320

Total Non-vested Shares 438,507

Long-Term Incentive Plan:

As of March 31, 2025, there were three open performance measurement periods for the Performance Share awards:

As of June 30, 2025, there were three open performance measurement periods for the Performance Share awards:

January 1, 2023 to December 31, 2025, January 1, 2024 to December 31, 2026, and January 1, 2025 to December 31, 2027.

During the three months ended March 31, 2025, the Company issued 41,192 shares of common stock at a price of $ 58.51 per share related to the Performance Share awards for the performance period from January 1, 2022 to December 31, 2024.

During the six months ended June 30, 2025, the Company issued 41,192 shares of common stock at a price of $ 58.51 per share 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, 2022 and includes the forfeiture of certain of the Performance Share awards during 2024 (dollars in thousands):

Performance Share Period Fair Value on Date of Grant 1

Expense for the Three Months Ended March 31,

Expense for the Three Months Ended June 30,

Expense for the Six Months Ended June 30,

2025 2024 2025 2024

January 1, 2022 - December 31, 2024 $ 5,618 $ — $ 326 $ — $ 808

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Total $ 33,286 $ 2,306 $ 1,663 $ 4,612 $ 3,574

1 Reflects the fair value on date of grant for all performance shares outstanding at March 31, 2025.

The following table sets forth the cash dividends paid or payable per share during the three months ended March 31, 2025:

1 Reflects the fair value on date of grant for all performance shares outstanding at June 30, 2025.

The following table sets forth the cash dividends paid or payable per share during the six months ended June 30, 2025:

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

March 31, 2025 Common Stock $ 0.49 February 4, 2025 March 27, 2025 April 4, 2025

June 30, 2025 Common Stock $ 0.49 May 6, 2025 June 27, 2025 July 11, 2025

Net Income (Loss) Per Share

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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 three months ended March 31, 2025 and 2024.

The Company had no antidilutive securities or dilutive restricted stock awards outstanding for the three and six months ended June 30, 2025 and 2024.

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 445,765 and 429,583 of weighted average unvested restricted shares outstanding for the three months ended March 31, 2025 and 2024, respectively.

Under this method, allocations were made to 439,918 and 439,993 of weighted average unvested restricted shares outstanding for the three months ended June 30, 2025 and 2024, respectively, and 442,825 and 434,788 of weighted average unvested restricted shares outstanding for the six months ended June 30, 2025 and 2024, 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.

Diluted shares related to the Performance Share awards were 279,089 and 562,278 for the three months ended March 31, 2025 and 2024, respectively.

Diluted shares related to the Performance Share awards were 123,785 and 116,384 for the three months ended June 30, 2025 and 2024, respectively, and 229,870 and 368,202 for the six months ended June 30, 2025 and 2024, respectively.

Commitments and Contingencies

Contractual Commitments.

As of May 6, 2025, the Company had two outstanding contracts with third-party sellers to acquire two industrial properties for a total purchase price of approximately $ 49.0 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 May 6, 2025, the Company had three non-binding letters of intent with third-party sellers to acquire three industrial properties for a total anticipated purchase price of approximately $ 75.8 million.

As of August 5, 2025, the Company had three outstanding contracts with third-party sellers to acquire two industrial properties and one portfolio of industrial properties for a total purchase price of $ 472.5 million.

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

As of August 5, 2025, the Company had executed two non-binding letters of intent with third-party sellers to acquire two industrial properties for a total anticipated purchase price of approximately $ 26.7 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.

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Subsequent Events

On April 9, 2025, the Company acquired one industrial property in Redmond, Washington for a total purchase price of approximately $ 9.3 million.

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

On April 24, 2025, the Company acquired one industrial property in Long Island City, New York for a total purchase price of approximately $ 7.6 million.

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

On May 6, 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 July 11, 2025 to the stockholders of record as of the close of business on June 27, 2025.

On August 5, 2025, the Company’s board of directors declared a cash dividend in the amount of $ 0.52 per share of its common stock payable on October 10, 2025 to the stockholders of record as of the close of business on September 29, 2025.

On July 28, 2025, the Company sold one industrial property in Doral, FL, for a total sales price of approximately $ 82.3 million (net book value of approximately $ 24.5 million).

The property was held for sale as of June 30, 2025.

On July 28, 2025, the Company sold one industrial property in Tukwila, WA, for a total sales price of approximately $ 9.5 million (net book value of approximately $ 6.7 million).

The property was held for sale as of June 30, 2025.

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-Q

Item 1. Financial Statements