What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-06 · 177 added, 172 removed, 533 unchanged (40% of the section changed)

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Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

• the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 5, 2025, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which was filed with the Securities and Exchange Commission on May 7, 2025, in this Quarterly Report on Form 10-Q, and in our other public filings;

• the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 5, 2025, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which was filed with the Securities and Exchange Commission on May 7, 2025, in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which was filed with the Securities and Exchange Commission on August 6, 2025, in this Quarterly Report on Form 10-Q, and in our other public filings;

• our ability to identify and acquire industrial properties on terms favorable to us;

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

We invest in several types of industrial real estate, including warehouse/distribution (approximately 78.7% of our total annualized base rent as of June 30, 2025), flex (including light industrial and research and development, or R&D) (approximately 3.5%), transshipment (approximately 6.6%) and improved land (approximately 11.2%).

We invest in several types of industrial real estate, including warehouse/distribution (approximately 80.4% of our total annualized base rent as of September 30, 2025), flex (including light industrial and research and development, or R&D) (approximately 3.4%), transshipment (approximately 6.2%) and improved land (approximately 10.0%).

We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate.

Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings.

As of June 30, 2025, we owned a total of 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.

As of June 30, 2025, our buildings and improved land parcels were approximately 97.7% and 95.1% leased, respectively, to 662 customers, the largest of which accounted for approximately 5.3% of our total annualized base rent.

As of September 30, 2025, we owned a total of 307 buildings (including one property consisting of two buildings held for sale) aggregating approximately 20.2 million square feet, 44 improved land parcels consisting of approximately 146.4 acres, six properties under development or redevelopment and approximately 10.7 acres of land for future development.

As of September 30, 2025, our buildings and improved land parcels were approximately 96.2% and 93.6% leased, respectively, to 676 customers, the largest of which accounted for approximately 5.0% of our total annualized base rent.

See “Item 1 – Our Investment Strategy – Industrial Facility General Characteristics” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a general description of these types of industrial real estate.

We are an internally managed Maryland corporation and elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with our taxable year ended December 31, 2010.

The following table summarizes by type our investments in real estate as of June 30, 2025:

The following table summarizes by type our investments in real estate as of September 30, 2025:

Type Number of Buildings or Improved Land Parcels Annualized Base Rent (in thousands) 1

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Total 351 $ 350,507 100.0 %

1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of June 30, 2025, multiplied by 12.

The following table summarizes by market our investments in real estate as of June 30, 2025:

1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of September 30, 2025, multiplied by 12.

The following table summarizes by market our investments in real estate as of September 30, 2025:

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

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% of Total 20.2 % 13.0 % 23.2 % 15.8 % 17.0 % 10.8 % 100.0 %

Occupancy % as of June 30, 2025

Occupancy % as of September 30, 2025

95.4 % 98.7 % 93.3 % 98.8 % 96.8 % 96.4 % 96.2 %

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% of Total 42.5 % 19.6 % 6.8 % 9.8 % 16.3 % 5.0 % 100.0 %

Occupancy % as of June 30, 2025

Occupancy % as of September 30, 2025

100.0 % 89.1 % 100.0 % 100.0 % 73.5 % 100.0 % 93.6 %

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% of Total Gross Book Value 25.5 % 15.6 % 21.5 % 14.8 % 15.0 % 7.6 % 100.0 %

1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of June 30, 2025, multiplied by 12.

2 Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of June 30, 2025, weighted by the respective square footage.

3 Includes six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet and approximately 22.4 acres of land for future development and three properties consisting of eight buildings and one improved land parcel held for sale with a gross book value of approximately $81.3 million.

As of June 30, 2025, we owned six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet and approximately 22.4 acres of land for future development, with a total expected investment of approximately $436.4 million, including redevelopment costs, capitalized interest and other

The following table summarizes our capital expenditures incurred during the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

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

1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of September 30, 2025, multiplied by 12.

2 Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of September 30, 2025, weighted by the respective square footage.

3 Includes six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet and approximately 10.7 acres of land for future development and one property consisting of two buildings held for sale with a gross book value of approximately $42.6 million.

As of September 30, 2025, we owned six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet and approximately 10.7 acres of land for future development, with a total expected investment of approximately $391.2 million, including redevelopment costs, capitalized interest and other costs.

The following table summarizes our capital expenditures incurred during the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

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1 Consists of costs incurred related to leasing acquired vacancy, renovation, and expansion projects (stabilization capital).

2 Includes a net increase in accrued capital expenditures for the operating portfolio of approximately $2.7 million during the three months ended June 30, 2025 and a net increase of approximately $6.2 million during the three months ended June 30, 2024.

3 Includes a net decrease in accrued capital expenditures for the operating portfolio of approximately $5.5 million during the six months ended June 30, 2025 and a net increase of approximately $5.9 million during the six months ended June 30, 2024.

2 Includes a net increase in accrued capital expenditures for the operating portfolio of approximately $0.3 million during the three months ended September 30, 2025 and a net increase of approximately $0.9 million during the three months ended September 30, 2024.

3 Includes a net decrease in accrued capital expenditures for the operating portfolio of approximately $5.2 million during the nine months ended September 30, 2025 and a net increase of approximately $6.7 million during the nine months ended September 30, 2024.

4 Consists of capitalized interest associated with development, redevelopment, renovation and expansion activities.

We do not capitalize any general and administrative costs associated with these activities.

5 Includes a net increase in accrued capital expenditures for properties under development and redevelopment of approximately $3.2 million during the three months ended June 30, 2025 and a net decrease of approximately $1.0 million during the three months ended June 30, 2024.

6 Includes a net decrease in accrued capital expenditures for properties under development and redevelopment of approximately $4.1 million during the six months ended June 30, 2025 and a net increase of approximately $1.6 million during the six months ended June 30, 2024.

5 Includes a net decrease in accrued capital expenditures for properties under development and redevelopment of approximately $2.8 million during the three months ended September 30, 2025 and a net increase of approximately $0.9 million during the three months ended September 30, 2024.

6 Includes a net decrease in accrued capital expenditures for properties under development and redevelopment of approximately $6.9 million during the nine months ended September 30, 2025 and a net increase of approximately $2.5 million during the nine months ended September 30, 2024.

Our industrial properties are typically subject to leases on a “triple net basis,” in which tenants pay their proportionate share of real estate taxes, insurance and operating costs, or are subject to leases on a “modified gross basis,” in which tenants pay expenses over certain threshold levels.

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As needed, we hold discussions with the tenant’s management about their business and we conduct site visits of the tenant’s operations.

Our top 20 customers based on annualized base rent as of June 30, 2025 are as follows:

Our top 20 customers based on annualized base rent as of September 30, 2025 are as follows:

Customer Leases Rentable

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1 505,729 2.5 % — 4,729 1.3 %

5 O'Neill Logistics

2 429,692 2.3 % — 4,626 1.4 %

5 United States Government

8 316,796 1.6 % — 4,627 1.3 %

6 O'Neill Logistics

2 429,692 2.1 % — 4,626 1.3 %

7 Meta Platforms, Inc.

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1 134,400 0.7 % — 2,905 0.8 %

14 Sentury Tire USA Inc.

14 Costco-Innovel Solutions LLC

2 219,910 1.1 % 2.8 2,760 0.8 %

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1 161,680 0.8 % 2,756 0.8 %

16 Northrop Grumman Systems Corporation

16 Sentury Tire USA Inc.

1 161,787 0.8 % — 2,710 0.8 %

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Total 52 4,590,596 22.8 % 34.6 $ 86,950 24.8 %

1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of June 30, 2025, multiplied by 12.

2 Total annualized base rent is calculated as contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements, as of June 30, 2025, multiplied by 12.

The following tables summarize the anticipated lease expirations for leases in place as of June 30, 2025, without giving effect to the exercise of unexercised renewal options or termination rights, if any, at or prior to the scheduled expirations:

1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of September 30, 2025, multiplied by 12.

The following tables summarize the anticipated lease expirations for leases in place as of September 30, 2025, without giving effect to the exercise of unexercised renewal options or termination rights, if any, at or prior to the scheduled expirations:

Year Rentable Square Feet % of Total Rentable

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Total $ 397,168 100.0 %

1 Includes leases that expire on or after June 30, 2025 and month-to-month leases totaling approximately 57,333 square feet.

Approximately 0.5 million square feet of the space expiring during 2025 has either been renewed or pre-leased as of June 30, 2025.

2 Annualized base rent is calculated as contractual monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of June 30, 2025, multiplied by 12.

3 Total annualized base rent is calculated as contractual monthly base rent per the leases at expiration, for all buildings and/or improved land parcels, excluding any partial or full rent abatements, as of June 30, 2025, multiplied by 12.

4 Includes leases that expire on or after June 30, 2025 and month-to-month leases totaling approximately 5.2 acres.

Approximately 5.2 acres of the parcels expiring during 2025 has either been renewed or pre-leased as of June 30, 2025.

5 Includes leases that expire on or after June 30, 2025 and month-to-month leases disclosed in footnotes 1 and 4 of the table.

1 Includes leases that expire on or after September 30, 2025 and month-to-month leases totaling approximately 89,554 square feet.

Approximately 0.3 million square feet of the space expiring during 2025 has either been renewed or pre-leased as of September 30, 2025.

2 Annualized base rent is calculated as contractual monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of September 30, 2025, multiplied by 12.

4 Includes leases that expire on or after September 30, 2025 and month-to-month leases totaling approximately 2.4 acres.

5 Includes leases that expire on or after September 30, 2025 and month-to-month leases disclosed in footnotes 1 and 4 of the table.

Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations.

As of June 30, 2025, leases representing approximately 5.7% of the total annualized base rent of our portfolio are scheduled to expire during the remainder of the year ending December 31, 2025.

As of September 30, 2025, leases representing approximately 3.0% of the total annualized base rent of our portfolio are scheduled to expire during the remainder of the year ending December 31, 2025.

We currently expect that, on average, the rental rates we are likely to achieve on new (re-leased) or renewed leases for our remaining 2025 expirations will be above the rates currently being paid for the same space.

Cash rent changes on new and renewed leases totaling approximately 0.8 million square feet and 9.2 acres of improved land commencing during the three months ended June 30, 2025 were approximately 22.6% higher as compared to the previous rental rates for that same space, and cash rent changes on new and renewed leases totaling approximately 1.4 million square feet and 13.5 acres commencing during the six months ended June 30, 2025 were approximately 26.8% higher as compared to the previous rental rates for that same space.

We had a tenant retention ratio for the operating portfolio of 71.1% and 71.4%, respectively, for the three and six months ended June 30, 2025.

We had a tenant retention ratio for the improved land portfolio of 100.0% and 56.1%, respectively, for the three and six months ended June 30, 2025.

Cash rent changes on new and renewed leases totaling approximately 0.6 million square feet and 8.0 acres of improved land commencing during the three months ended September 30, 2025 were approximately 17.2% higher as compared to the previous rental rates for that same space, and cash rent changes on new and renewed leases totaling approximately 2.0 million square feet and 21.5 acres commencing during the nine months ended September 30, 2025 were approximately 23.8% higher as compared to the previous rental rates for that same space.

We had a tenant retention ratio for the operating portfolio of 68.7% and 70.8%, respectively, for the three and nine months ended September 30, 2025.

We had a tenant retention ratio for the improved land portfolio of 100.0% and 74.1%, respectively, for the three and nine months ended September 30, 2025.

We define tenant retention ratio as the square footage or acreage of all leases commenced during the period that are rented by existing tenants divided by the square footage or acreage of all expiring leases during the reporting period.

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Acquisition Activity

During the three months ended June 30, 2025, we acquired six industrial properties, for a total purchase price of approximately $123.5 million.

The properties were acquired from unrelated third parties using existing cash on hand and net proceeds from the issuance of common stock.

The following table sets forth the industrial properties we acquired during the three months ended June 30, 2025:

During the three months ended September 30, 2025, we acquired two industrial properties and one portfolio of industrial properties, for a total purchase price of approximately $472.6 million.

The properties were acquired from unrelated third parties using existing cash on hand and proceeds from dispositions.

The following table sets forth the industrial properties we acquired during the three months ended September 30, 2025:

Property Name Location Acquisition Date Number of

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(in thousands) 1

9660 153rd Avenue NE Redmond, WA April 9, 2025 1 33,000 $ 9,300 5.5 %

43-27 33rd Street Long Island City, Queens, NY April 24, 2025 1 20,000 7,600 4.6 %

11100 Hindry Avenue Los Angeles, CA June 6, 2025 1 34,000 10,000 6.4 %

11-40 Borden Avenue Long Island City, Queens, NY June 18, 2025 1 36,000 16,000 3.9 %

3500 West MacArthur Boulevard Santa Ana, CA June 20, 2025 1 134,000 49,500 5.7 %

49-10 27th Street 3

Long Island City, Queens, NY June 30, 2025 1 48,000 31,100 5.5 %

3700 & 3730 Redondo Beach Ave Redondo Beach, CA August 8, 2025 2 100,000 $ 35,500 5.8 %

Multi-market portfolio Various August 12, 2025;

September 9, 2025 12 1,200,000 426,900 5.0 %

258 Littlefield Ave South San Francisco, CA September 5, 2025 1 32,000 10,200 5.8 %

Total/Weighted Average 15 1,332,000 $ 472,600 5.1 %

1 Excludes intangible liabilities.

The total aggregate initial investment was approximately $152.8 million, including $2.6 million in capitalized closing costs and acquisition costs, and $26.7 million in assumed intangible liabilities.

The total aggregate initial investment was approximately $485.5 million, including $9.3 million in capitalized closing costs and acquisition costs, $5.2 million in assumed intangible liabilities and $1.6 million in other credits related to near term capital expenditures and tenant improvements at multiple properties.

2 Stabilized capitalization rates, referred to herein as stabilized cap rates, are calculated, at the time of acquisition, as annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property.

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These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other public filings.

3 Redevelopment of this property commenced upon acquisition.

Development and Redevelopment Activity

As of June 30, 2025, we had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet.

Additionally, we 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 June 30, 2025:

As of September 30, 2025, we had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet.

Additionally, we owned approximately 10.7 acres of land for future development that, upon completion, will consist of one building of approximately 0.2 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 September 30, 2025:

Property Name Total Expected

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Stabilization

Quarter % Pre-leased June 30, 2025

Quarter % Pre-leased September 30, 2025

Properties under development or redevelopment:

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We expect a total incremental investment of approximately $64.0 million.

During the six months ended June 30, 2025, we completed the redevelopment of one property.

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

During the nine months ended September 30, 2025, we completed the development and redevelopment of two properties.

The following table summarizes certain information with respect to those development and redevelopment properties completed during the nine months ended September 30, 2025:

Property Name Location Total Expected

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Stabilized Cap

Post-Development Square Feet Post-Development Acreage Completion Quarter

Post-Development Square Feet Completion Quarter

East Garry Avenue Santa Ana, CA $ 41,300 5.1 % 91,500 Q1 2025

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.

Countyline Building 33 Hialeah, FL 39,900 5.9 % 158,000 Q3 2025

Total/Weighted Average $ 81,200 5.5 % 249,500

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

2 Estimated stabilized cap rates are calculated as estimated annualized cash basis net operating income for the properties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property.

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We capitalized interest associated with development, redevelopment and 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.

We capitalized interest associated with development, redevelopment and expansion activities of approximately $1.4 million and $2.7 million during the three months ended September 30, 2025 and 2024, respectively, and approximately $3.8 million and $8.7 million during the nine months ended September 30, 2025 and 2024, respectively.

Disposition Activity

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

Market Number of Properties Total Sales Price Total Gain

The following table summarizes the properties we sold during the nine months ended September 30, 2025 (dollars in thousands):

Market Number of Properties Number of Buildings Total Sales Price Total Gain

Los Angeles 2 5 108,000 54,170

Miami 1 6 82,300 55,534

San Francisco Bay Area 2 2 24,880 11,842

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Total 7 14 $ 242,180 $ 128,897

The following summarizes the condensed results of operations of the properties sold during the three and six months ended June 30, 2025 (dollars in thousands):

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

The following summarizes the condensed results of operations of the properties sold during the three and nine months ended September 30, 2025 (dollars in thousands):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

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Income from operations $ 435 $ 2,876 $ 4,554 $ 7,956

We have an at-the-market equity offering program (the “$500 Million ATM Program”) pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million ($200.8 million remaining as of June 30, 2025) in amounts and at times as we determine from time to time.

We have an at-the-market equity offering program (the “$500 Million ATM Program”) pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million ($200.8 million remaining as of September 30, 2025) in amounts and at times as we determine from time to time.

We intend to use the net proceeds from the offering of the shares under the $500 Million ATM Program, if any, for general corporate purposes, which may include future acquisitions, redevelopments and repayment of indebtedness, including borrowings under our revolving credit facility.

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

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

During the nine months ended September 30, 2025, we 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.

Share Repurchase Program

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The program may be suspended or discontinued at any time.

As of June 30, 2025, we had not repurchased any shares of our common stock pursuant to our share repurchase program.

As of September 30, 2025, we had not repurchased any shares of our common stock pursuant to our share repurchase program.

Dividend and Distribution Activity

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

On November 4, 2025, our Board of Directors declared a cash dividend in the amount of $0.52 per share of our common stock payable on January 9, 2026 to the stockholders of record as of the close of business on December 15, 2025.

Contractual Commitments

As of August 5, 2025, we 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.

As of November 4, 2025, we had three outstanding contracts with third-party sellers to acquire three industrial properties for a total purchase price of approximately $82.3 million.

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

As of August 5, 2025, we 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.

As of November 4, 2025, we had executed one non-binding letter of intent with a third-party seller to acquire one industrial property for a total anticipated purchase price of approximately $11.4 million.

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

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

There can be no assurance that we will enter into a purchase and sale agreement with respect to this property or otherwise complete any such prospective purchases on the terms described or at all.

economy experienced a significant increase in inflation rates in recent years.

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These developments, or the perception that certain potential developments could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between certain foreign countries and the United States.

Any of these impacts could depress economic activity, including consumption, and have a material adverse effect on the businesses of our current and future tenants as well as on our business, financial condition and results of operations.

“Risk Factors” in this Quarterly Report on Form 10-Q for additional disclosure regarding trade policies, tariffs and related government actions.

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The results of operations of any acquired property are included in our financial statements as of the date of its acquisition.

The analysis of our results below for the three and six months ended June 30, 2025 and 2024 includes the changes attributable to same store properties.

The same store pool for the comparison of the three and six months ended June 30, 2025 and 2024 includes all properties that were owned and in operation as of June 30, 2025 and since January 1, 2024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of June 30, 2025.

As of June 30, 2025, the same store pool consisted of 237 buildings aggregating approximately 14.1 million square feet representing approximately 74.4% of our total square feet owned and 44 improved land parcels consisting of approximately 144.6 acres representing approximately 96.0% of our total acreage owned.

As of June 30, 2025, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2025 and 2024 or were held for sale or in development or redevelopment as of June 30, 2025, consisted of 60 buildings aggregating approximately 4.8 million square feet, three improved land parcels consisting of approximately 6.0 acres, six properties under development or redevelopment and approximately 22.4 acres of land for future development.

As of June 30, 2025 and 2024, our consolidated same store pool occupancy was approximately 98.5% and 96.1%, respectively.

The analysis of our results below for the three and nine months ended September 30, 2025 and 2024 includes the changes attributable to same store properties.

The same store pool for the comparison of the three and nine months ended September 30, 2025 and 2024 includes all properties that were owned and in operation as of September 30, 2025 and since January 1, 2024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of September 30, 2025.

As of September 30, 2025, the same store pool consisted of 237 buildings aggregating approximately 14.1 million square feet representing approximately 70.0% of our total square feet owned and 42 improved land parcels consisting of approximately 142.5 acres representing approximately 97.3% of our total acreage owned.

As of September 30, 2025, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2025 and 2024 or were held for sale or in development or redevelopment as of September 30, 2025, consisted of 70 buildings aggregating approximately 6.0 million square feet, two improved land parcels consisting of approximately 3.9 acres, six properties under development or redevelopment and approximately 10.7 acres of land for future development.

As of September 30, 2025 and 2024, our consolidated same store pool occupancy was approximately 98.6% and 97.1%, respectively.

Our future financial condition and results of operations, including rental revenues, straight-line rents and amortization of lease intangibles, may be impacted by the acquisitions of additional properties, and expenses may vary materially from historical results.

Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024:

For the Three Months Ended June 30,

Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024:

For the Three Months Ended September 30,

2025 2024 $ Change % Change

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Gain on sales of real estate investments 62,412 — 62,412 n/a

Total other (expense) income 49,550 (1,188) 50,738 n/a

Total other income (expense) 55,414 (2,553) 57,967 n/a

Net income $ 103,376 $ 36,639 $ 66,737 182.1 %

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See “Note 2 - Significant Accounting Policies” in our condensed notes to consolidated financial statements for more information regarding our adoption of this standard.

2 Includes 2025 and 2024 acquisitions and dispositions, three improved land parcels, six properties under development or redevelopment and approximately 22.4 acres of land for future development and three properties consisting of eight buildings and one improved land parcel held for sale as of June 30, 2025.

2 Includes 2025 and 2024 acquisitions and dispositions, two improved land parcels, six properties under development or redevelopment and approximately 10.7 acres of land for future development and one property consisting of two buildings held for sale as of September 30, 2025.

3 Includes straight-line rents and amortization of lease intangibles.

See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and same store net operating income are useful supplemental measures of our operating performance.

Total revenues increased approximately $18.0 million for the three months ended June 30, 2025 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases during 2025 and 2024, property acquisitions during 2025 and 2024 and increased occupancy in the same store pool.

Cash rents on new and renewed leases totaling approximately 0.8 million square feet and 9.2 acres of improved land commencing during the three months ended June 30, 2025 increased approximately 22.6% compared to the previous rental rates.

For the three months ended June 30, 2025 and 2024, approximately $3.0 million and $2.1 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.5 million and $0.4 million, respectively, was recorded in lease termination revenue.

Additionally, total revenues for the three months ended June 30, 2025 and 2024 were partially offset by approximately $1.6 million and $1.5 million, respectively, of bad debt expense.

Total revenues increased approximately $16.6 million for the three months ended September 30, 2025 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases during 2025 and 2024, property acquisitions during 2025 and 2024 and increased occupancy in the same store pool.

The increase in total revenues was partially offset by property dispositions during 2025.

Cash rents on new and renewed leases totaling approximately 0.6 million square feet and 8.0 acres of improved land commencing during the three months ended September 30, 2025 increased approximately 17.2% compared to the previous rental rates.

For the three months ended September 30, 2025 and 2024, approximately $3.5 million and $2.1 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.1 million and $10,000, respectively, was recorded in lease termination revenue.

Additionally, total revenues for the three months ended September 30, 2025 were partially offset by approximately $0.8 million of bad debt expense.

Property operating expenses.

Total property operating expenses increased approximately $4.1 million during the three months ended June 30, 2025 compared to the same period from the prior year.

Total property operating expenses increased approximately $2.6 million during the three months ended September 30, 2025 compared to the same period from the prior year.

The increase in total property operating expenses was primarily due to an increase of approximately $2.5 million attributable to property acquisitions during 2025 and 2024 as well as increases in real estate taxes.

The increase in total property operating expenses was partially offset by property dispositions during 2025.

Depreciation and amortization.

Depreciation and amortization increased approximately $5.0 million during the three months ended June 30, 2025 compared to the same period from the prior year primarily due to property acquisitions during 2025 and 2024.

Depreciation and amortization increased approximately $4.3 million during the three months ended September 30, 2025 compared to the same period from the prior year primarily due to property acquisitions during 2025 and 2024, partially offset by property dispositions during 2025.

General and administrative expenses.

General and administrative expenses increased approximately $1.8 million during the three months ended June 30, 2025 compared to the same period from the prior year primarily due to increased compensation expenses, including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in the number of employees and salaries compared to the same period from the prior year.

General and administrative expenses increased approximately $0.8 million during the three months ended September 30, 2025 compared to the same period from the prior year primarily due to increased compensation expenses, including increased restricted stock amortization and LTIP expense, and an increase in the number of employees and salaries compared to the same period from the prior year.

Interest and other income.

Interest and other income decreased approximately $2.4 million for the three months ended June 30, 2025 compared to the same period from the prior year primarily due to lower cash and cash equivalent balances and lower interest rates on those balances.

Interest and other income decreased approximately $1.0 million for the three months ended September 30, 2025 compared to the same period from the prior year primarily due to lower cash and cash equivalent balances and lower interest rates on those balances.

Interest expense, including amortization.

Interest expense increased approximately $1.5 million for the three months ended June 30, 2025 compared to the same period from the prior year.

This was primarily due to a decrease in capitalized interest for the development and redevelopment properties.

Interest expense increased approximately $3.5 million for the three months ended September 30, 2025 compared to the same period from the prior year.

This was primarily due to higher outstanding debt during the three months ended September 30, 2025 compared to the same period from the prior year, as well as a decrease in capitalized interest for the development and redevelopment properties.

Gain on sales of real estate investments.

Gain on sales of real estate investments increased approximately $54.6 million for the three months ended June 30, 2025 compared to the same period from the prior year.

We recognized an aggregate gain of approximately $54.6 million from the sale of two properties during the three months ended June 30, 2025.

We did not sell any properties during the three months ended June 30, 2024.

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024:

For the Six Months Ended June 30,

Gain on sales of real estate investments increased approximately $62.4 million for the three months ended September 30, 2025 compared to the same period from the prior year.

We recognized an aggregate gain of approximately $62.4 million from the sale of three properties during the three months ended September 30, 2025.

We did not sell any properties during the three months ended September 30, 2024.

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024:

For the Nine Months Ended September 30,

2025 2024 $ Change % Change

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Gain on sales of real estate investments 128,897 5,715 123,182 2155.4 %

Total other (expense) income 54,688 2,180 52,508 2408.6 %

Total other income (expense) 110,102 (373) 110,475 n/a

Net income $ 244,775 $ 108,394 $ 136,381 125.8 %

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See “Note 2 - Significant Accounting Policies” in our notes to consolidated financial statements for more information regarding our adoption of this standard.

2 Includes 2025 and 2024 acquisitions and dispositions, three improved land parcels, six properties under development or redevelopment, approximately 22.4 acres of land for future development and three properties consisting of eight buildings and one improved land parcel held for sale as of June 30, 2025.

2 Includes 2025 and 2024 acquisitions and dispositions, two improved land parcels, six properties under development or redevelopment, approximately 10.7 acres of land for future development and one property consisting of two buildings held for sale as of September 30, 2025.

3 Includes straight-line rents and amortization of lease intangibles.

Total revenues increased approximately $43.4 million for the six months ended June 30, 2025 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases, property acquisitions during 2025 and 2024 and increased occupancy in the same store pool.

Cash rents on new and renewed leases totaling approximately 1.4 million square feet and 13.5 acres commencing during the six months ended June 30, 2025 increased approximately 26.8% compared to the previous rental rates.

For the six months ended June 30, 2025 and 2024, approximately $6.5 million and $3.3 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.7 million and $0.5 million, respectively, was recorded in lease termination revenue.

The increase in total revenues for the six months ended June 30, 2025 and 2024 were partially offset by approximately $3.3 million and $1.8 million, respectively, of bad debt expense.

Total revenues increased approximately $60.0 million for the nine months ended September 30, 2025 compared to the same period from the prior year primarily due to property acquisitions during 2025 and 2024, increased revenue on new and renewed leases, and increased occupancy in the same store pool.

The increase in total revenues was partially offset by property dispositions during 2025.

Cash rents on new and renewed leases totaling approximately 2.0 million square feet and 21.5 acres commencing during the nine months ended September 30, 2025 increased approximately 23.8% compared to the previous rental rates.

For the nine months ended September 30, 2025 and 2024, approximately $10.0 million and $5.4 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.7 million and $0.5 million, respectively, was recorded in lease termination revenue.

Total revenues for the nine months ended September 30, 2025 and 2024 were partially offset by approximately $4.0 million and $1.7 million, respectively, of bad debt expense.

Property operating expenses.

Total property operating expenses increased approximately $12.0 million during the six months ended June 30, 2025 compared to the same period from the prior year.

Total property operating expenses increased approximately $14.6 million during the nine months ended September 30, 2025 compared to the same period from the prior year.

The increase in total property operating expenses was primarily due to property acquisitions during 2025 and 2024 as well as increases in real estate taxes.

The increase in total property operating expenses was partially offset by property dispositions during 2025.

Depreciation and amortization.

Depreciation and amortization increased approximately $11.0 million during the six months ended June 30, 2025 compared to the same period from the prior year primarily due to property acquisitions during 2025 and 2024.

Depreciation and amortization increased approximately $15.3 million during the nine months ended September 30, 2025 compared to the same period from the prior year primarily due to property acquisitions during 2025 and 2024, partially offset by property dispositions during 2025.

General and administrative expenses.

General and administrative expenses increased approximately $3.0 million for the six months ended June 30, 2025 compared to the same period from the prior year primarily due to increased compensation expenses, including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in the number of employees and salaries compared to the same period from the prior year.

General and administrative expenses increased approximately $3.8 million for the nine months ended September 30, 2025 compared to the same period from the prior year primarily due to increased compensation expenses, including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in the number of employees and salaries compared to the same period from the prior year.

Interest and other income.

Interest and other income decreased approximately $4.1 million during the six months ended June 30, 2025 compared to the same period from the prior year primarily due to lower cash and cash equivalent balances throughout 2025.

Interest and other income decreased approximately $5.0 million during the nine months ended September 30, 2025 compared to the same period from the prior year primarily due to lower cash and cash equivalent balances throughout 2025.

Interest expense, including amortization.

Interest expense increased approximately $4.2 million for the six months ended June 30, 2025 compared to the same period from the prior year.

This was primarily due to a decrease in capitalized interest for the development and redevelopment properties during the six months ended June 30, 2025.

Interest expense increased approximately $7.7 million for the nine months ended September 30, 2025 compared to the same period from the prior year.

This was primarily due to higher outstanding debt during the nine months ended September 30, 2025, as well as a decrease in capitalized interest for the development and redevelopment properties.

Gain on sales of real estate investments.

Gain on sales of real estate investments increased approximately $60.8 million for the six months ended June 30, 2025 compared to the same period from the prior year.

We recognized an aggregate gain of approximately $66.5 million from the sale of four properties during the six months ended June 30, 2025, as compared to an aggregate gain of approximately $5.7 million from the sale of one property during the same period from the prior year.

Gain on sales of real estate investments increased approximately $123.2 million for the nine months ended September 30, 2025 compared to the same period from the prior year.

We recognized an aggregate gain of approximately $128.9 million from the sale of seven properties during the nine months ended September 30, 2025, as compared to an aggregate gain of approximately $5.7 million from the sale of one property during the same period from the prior year.

Liquidity and Capital Resources

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We expect to meet our short-term liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under our revolving credit facility.

We believe that our net cash provided by operations will be adequate to fund operating requirements, pay interest on any borrowings and fund distributions in accordance

with the REIT requirements of the federal income tax laws.

We believe that our net cash provided by operations will be adequate to fund operating requirements, pay interest on any borrowings and fund distributions in accordance with the REIT requirements of the federal income tax laws.

In the near-term, we intend to fund future investments in properties, property developments and redevelopments and scheduled debt maturities with cash on hand, term loans, senior unsecured notes, borrowings under our revolving credit facility, perpetual preferred and common stock issuances and, from time to time, property dispositions.

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Equity Sources of Liquidity

The following sets forth certain information regarding our current at-the-market common stock offering program as of June 30, 2025:

The following sets forth certain information regarding our current at-the-market common stock offering program as of September 30, 2025:

ATM Stock Offering Program Date Implemented Maximum Aggregate Offering Price (in thousands) Aggregate Common Stock Available (in thousands)

$500 Million ATM Program August 28, 2024 $ 500,000 $ 200,836

The tables below set forth the activity under our at-the-market common stock offering programs during the three and six months ended June 30, 2025 and 2024, respectively:

The tables below set forth the activity under our at-the-market common stock offering programs during the three and nine months ended September 30, 2025 and 2024, respectively:

For the Three Months Ended Shares Sold Weighted Average Price Per Share Net Proceeds

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(in thousands)

June 30, 2025 — $ — $ — $ —

June 30, 2024 — $ — $ — $ —

For the Six Months Ended

September 30, 2025 — $ — $ — $ —

September 30, 2024 2,976,266 $ 68.70 $ 201,495 $ 2,964

For the Nine Months Ended

Shares Sold Weighted Average

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(in thousands)

June 30, 2025 3,506,371 $ 67.71 $ 233,980 $ 3,443

June 30, 2024 2,353,278 $ 64.00 $ 148,424 $ 2,184

September 30, 2025 3,506,371 $ 67.71 $ 233,980 $ 3,443

September 30, 2024 5,329,544 $ 66.62 $ 349,919 $ 5,148

Debt Sources of Liquidity

As of June 30, 2025, we had $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027, $100.0 million of senior unsecured notes that mature in July 2028, $100.0 million of senior unsecured notes that mature in December 2029, $125.0 million of senior unsecured notes that mature in August 2030, and $50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).

As of September 30, 2025, we had $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027, $100.0 million of senior unsecured notes that mature in July 2028, $100.0 million of senior unsecured notes that mature in December 2029, $125.0 million of senior unsecured notes that mature in August 2030, and $50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).

The 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 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 September 30, 2025, there were $280.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.

As of December 31, 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.

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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 our option, either (i) the Secured Overnight Financing Rate (“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 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 our outstanding consolidated indebtedness to the value of our consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

Interest on the Amended Facility, including the term loans, is generally to be paid based upon, at our option, either (i) the Secured

Overnight Financing Rate (“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 September 30, 2025) for the revolving credit facility and 1.25% to 1.75% (1.25% as of September 30, 2025) for the term loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our 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 our outstanding consolidated indebtedness to the value of our consolidated gross asset value.

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

We were 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 and December 31, 2024, we had 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.

We were in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of September 30, 2025 and December 31, 2024.

As of September 30, 2025 and December 31, 2024, we had 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 June 30, 2025 and December 31, 2024 was approximately $3.0 million and $3.6 million, respectively.

As of June 30, 2025 and December 31, 2024, we held cash and cash equivalents totaling approximately $128.4 million and $18.1 million, respectively.

The following tables summarize our debt maturities and principal payments as of June 30, 2025 and our market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the six months ended June 30, 2025 and 2024 (dollars in thousands, except per share data):

The unamortized fair value adjustment as of September 30, 2025 and December 31, 2024 was approximately $2.7 million and $3.6 million, respectively.

As of September 30, 2025 and December 31, 2024, we held cash and cash equivalents totaling approximately $26.2 million and $18.1 million, respectively.

The following tables summarize our debt maturities and principal payments as of September 30, 2025 and our market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the nine months ended September 30, 2025 and 2024 (dollars in thousands, except per share data):

Facility Term Loan Senior

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2029 280,000 1

— 100,000 — 380,000

Thereafter — — 175,000 — 175,000

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Total Debt, net $ 280,000 $ 199,557 $ 473,304 $ 70,000 $ 1,022,861

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

As of June 30, 2025 As of June 30, 2024

Weighted average interest rate 5.3% 5.5% 3.0% 3.9% 4.2%

1 As of November 4, 2025, there were $192.5 million of borrowings outstanding on the revolving credit facility.

As of September 30, 2025 As of September 30, 2024

Total Debt, net $ 1,022,861 $ 672,157

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Weighted Average Maturity of Total Debt (years) 3.1 4.1

1 Includes 438,507 and 426,404 shares of unvested restricted stock outstanding as of June 30, 2025 and 2024, respectively.

Also includes 533,423 and 508,663 shares held in the Deferred Compensation Plan as of June 30, 2025 and 2024, respectively.

2 Closing price of a share of our common stock on the New York Stock Exchange on June 30, 2025 and June 28, 2024, respectively, in dollars per share.

3 Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties, including three properties consisting of eight buildings and one improved land parcel held for sale as of June 30, 2025.

1 Includes 473,905 and 426,887 shares of unvested restricted stock outstanding as of September 30, 2025 and 2024, respectively.

Also includes 533,423 and 508,663 shares held in the Deferred Compensation Plan as of September 30, 2025 and 2024, respectively.

2 Closing price of a share of our common stock on the New York Stock Exchange on September 30, 2025 and 2024, respectively, in dollars per share.

3 Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties, including one property consisting of two buildings held for sale as of September 30, 2025.

4 Total debt-to-total market capitalization is calculated as total debt, net of deferred financing costs, divided by total market capitalization.

5 Floating rate debt as a percentage of total debt is calculated as floating rate debt, net of deferred financing costs, divided by total debt, net of deferred financing costs.

6 Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the six months ended June 30, 2025 and 2024, respectively.

6 Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the nine months ended September 30, 2025 and 2024, respectively.

See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.

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9 Net debt-to-Adjusted EBITDA is calculated as net debt divided by annualized Adjusted EBITDA for the three months ended June 30, 2025 and 2024, respectively.

9 Net debt-to-Adjusted EBITDA is calculated as net debt divided by annualized Adjusted EBITDA for the three months ended September 30, 2025 and 2024, respectively.

See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for the definitions of Adjusted EBITDA and net debt, a reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA and net debt are useful supplemental measures of our operating performance.

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

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

For the Three

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

September 30, 2025 Common Stock $ 0.52 August 5, 2025 September 29, 2025 October 10, 2025

Sources and Uses of Cash

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Cash From Operating Activities.

Net cash provided by operating activities totaled approximately $122.1 million for the six months ended June 30, 2025 compared to approximately $111.4 million for the six months ended June 30, 2024.

This increase in cash provided by operating activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is primarily attributable to additional cash flows generated from the properties acquired during 2025 and 2024 and increased rents on new, renewed leases at our same store properties and increased occupancy in the same store pool.

Net cash provided by operating activities totaled approximately $201.6 million for the nine months ended September 30, 2025 compared to approximately $181.4 million for the nine months ended September 30, 2024.

This increase in cash provided by operating activities for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily attributable to additional cash flows generated from the properties acquired during 2025 and 2024 and increased rents on new, renewed leases at our same store properties and increased occupancy in the same store pool.

Cash From Investing Activities.

Net cash used in investing activities was approximately $62.1 million and $547.1 million for the six months ended June 30, 2025 and 2024, respectively.

Such amounts consisted primarily of cash paid for property acquisitions of approximately $126.1 million and $468.9 million, respectively, and additions to capital improvements of approximately $71.7 million and $88.4 million during the six months ended June 30, 2025 and 2024, respectively.

Such amounts were partially offset by proceeds from sales of real estate investments during the six months ended June 30, 2025 and 2024 of approximately $135.7 million and $10.2 million, respectively.

Net cash used in investing activities was approximately $471.8 million and $605.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Such amounts consisted primarily of cash paid for property acquisitions of approximately $604.2 million and $476.8 million, respectively, and additions to capital improvements of approximately $101.6 million and $138.8 million during the nine months ended September 30, 2025 and 2024, respectively.

Such amounts were partially offset by proceeds from sales of real estate investments during the nine months ended September 30, 2025 and 2024 of approximately $234.1 million and $10.2 million, respectively.

Cash From Financing Activities.

Net cash provided by financing activities was approximately $50.5 million for the six months ended June 30, 2025, which consisted primarily of approximately $234.0 million in net proceeds from the issuance of common stock, and $50.0 million in revolving credit facility borrowings, partially offset by approximately $99.5 million in equity dividend payments, and repayment of $132.0 million of borrowings on the revolving credit facility.

Net cash provided by financing activities was approximately $452.0 million for the six months ended June 30, 2024, which consisted primarily of approximately $535.6 million in net proceeds from the issuance of common stock, partially offset by approximately $82.6 million in equity dividend payments.

Net cash provided by financing activities was approximately $278.6 million for the nine months ended September 30, 2025, which consisted primarily of approximately $234.0 million in net proceeds from the issuance of common stock, and $360.0 million in revolving credit facility borrowings, partially offset by approximately $150.1 million in equity dividend payments, and repayment of $162.0 million of borrowings on the revolving credit facility.

Net cash provided by financing activities was approximately $501.8 million for the nine months ended September 30, 2024, which consisted primarily of approximately $737.0 million in net proceeds from the issuance of common stock, partially offset by approximately $126.1 million in equity dividend payments and payment of a $100.0 million tranche of the Senior Unsecured Notes.

Critical Accounting Policies And Estimates

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Material Cash Commitments

As of November 4, 2025, we had three outstanding contracts with third-party sellers to acquire three industrial properties for a total purchase price of approximately $82.3 million.

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

The following table summarizes our material cash commitments due by period as of June 30, 2025 (dollars in thousands):

The following table summarizes our material cash commitments due by period as of September 30, 2025 (dollars in thousands):

Material Cash Commitments Less than 1

Year 1-3 Years 3-5 Years More than 5

Debt $ 50,000

$ 422,879 $ 505,000 $ 50,000 $ 1,027,879

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Total $ 153,951 $ 452,061 $ 519,220 $ 51,420 $ 1,176,652

1 As of August 5, 2025.

1 As of November 4, 2025.

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

There can be no assurance that we will enter into a purchase and sale agreement with respect to this property or otherwise complete any such prospective purchases on the terms described or at all.

Non-GAAP Financial Measures

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As a result, we believe that the use of FFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance.

The following table reflects the calculation of FFO reconciled from net income for the three and six months ended June 30, 2025 and 2024 (dollars in thousands except per share data):

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

The following table reflects the calculation of FFO reconciled from net income for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands except per share data):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

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1 To be consistent with our policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the FFO per common share is adjusted for FFO 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 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.

FFO increased by approximately $7.9 million and $19.8 million for the three and six months ended June 30, 2025, respectively, compared to the same periods from the prior year due primarily to property acquisitions during 2024 and 2025 as well as same store NOI growth of approximately $3.6 million and $5.5 million for the three and six months ended June 30, 2025, respectively, compared to the same periods from the prior year.

The FFO increase was partially offset by increased weighted average common shares outstanding and increased general and administrative expenses due to increased restricted stock amortization and other compensation expenses, including an increase in LTIP expense, bonus expense and an increase in the number of employees and salaries for the three and six months ended June 30, 2025 compared to the same period from the prior year.

The increase in FFO for the three months ended June 30, 2025 and 2024 was also partially offset by approximately $1.6 million and $1.5 million, respectively, of bad debt expense.

Under this method, allocations were made to 461,977 and 422,856 of weighted average unvested restricted shares outstanding for the three months ended September 30, 2025 and 2024, respectively, and 449,279 and 430,782 of weighted average unvested restricted shares outstanding for the nine months ended September 30, 2025 and 2024, respectively.

FFO increased by approximately $8.6 million and $28.4 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods from the prior year due primarily to property acquisitions during 2024 and 2025 as well as same store NOI growth of approximately $3.9 million and $9.3 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods from the prior year.

The FFO increase was partially offset by increased weighted average common shares outstanding and increased general and administrative expenses due to increased restricted stock amortization and other compensation expenses, including an increase in LTIP expense and an increase in the number of employees and salaries for the three and nine months ended September 30, 2025 compared to the same period from the prior year.

The increase in FFO was partially offset by approximately $0.8 million and $4.0 million of bad expense for the three and nine months ended September 30, 2025, respectively, and by property dispositions during 2025.

We compute Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sales of real estate investments, acquisition costs and stock-based compensation.

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As we are currently in a growth phase, acquisition costs are excluded from Adjusted EBITDA to allow for the comparison of our operating performance to that of stabilized companies.

The following table reflects the calculation of Adjusted EBITDA reconciled from net income for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

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

The following table reflects the calculation of Adjusted EBITDA reconciled from net income for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

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We compute cash-basis same store NOI as same store NOI excluding straight-line rents and amortization of lease intangibles.

The same store pool includes all properties that were owned and in operation as of June 30, 2025 and since January 1, 2024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of June 30, 2025.

As of June 30, 2025, the same store pool consisted of 237 buildings aggregating approximately 14.1 million square feet representing approximately 74.4% of our total square feet owned and 44 improved land parcels containing approximately 144.6 acres representing approximately 96.0% of our total acreage owned.

The same store pool includes all properties that were owned and in operation as of September 30, 2025 and since January 1, 2024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of September 30, 2025.

As of September 30, 2025, the same store pool consisted of 237 buildings aggregating approximately 14.1 million square feet representing approximately 70.0% of our total square feet owned and 42 improved land parcels containing approximately 142.5 acres representing approximately 97.3% of our total acreage owned.

We believe that presenting NOI, same store NOI and cash-basis same store NOI provides useful information to investors regarding the operating performance of our properties because NOI excludes certain items that are not considered to be controllable in connection with the management of the properties, such as depreciation, amortization, general and administrative expenses, acquisition costs and interest expense.

By presenting same store NOI and cash-basis same store NOI, the operating results on a same store basis are directly comparable from period to period.

The following table reflects the calculation of NOI, same store NOI and cash-basis same store NOI reconciled from net income for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

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

The following table reflects the calculation of NOI, same store NOI and cash-basis same store NOI reconciled from net income for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

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Acquisition costs and other 97 11 86 781.8 % 328 47 281 597.9 %

Total other income and expenses (49,550) 1,188 (50,738) n/a (54,688) (2,180) (52,508) 2,408.6 %

Total other income and expenses (55,414) 2,553 (57,967) n/a (110,102) 373 (110,475) n/a

Net operating income 88,016 74,036 13,980 18.9 % 253,995 208,651 45,344 21.7 %

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Cash-basis same store NOI excluding termination fees $ 59,269 $ 55,469 $ 3,800 6.9 % $ 174,929 $ 163,213 $ 11,716 7.2 %

1 Includes approximately $0.5 million and $0.4 million of lease termination income for the three months ended June 30, 2025 and 2024, respectively, and approximately $0.7 million and $0.5 million of lease termination income for the six months ended June 30, 2025 and 2024, respectively.

1 Includes approximately $0.1 million and $10,000 of lease termination income for the three months ended September 30, 2025 and 2024, respectively, and approximately $0.7 million and $0.5 million of lease termination income for the nine months ended September 30, 2025 and 2024, respectively.

3 Includes straight-line rents and amortization of lease intangibles for the same store pool only.

Cash-basis same store NOI increased by approximately $4.0 million for the three months ended June 30, 2025 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases and contractual rent increases on pre-existing leases and increased occupancy in the same store pool.

For the three months ended June 30, 2025 and 2024, total contractual rent abatements of approximately $0.6 million and $0.7 million, respectively, were given to certain tenants in the same store pool and approximately $0.3 million and $0.4 million, respectively, in lease termination income was received from certain tenants in the same store pool.

In addition, approximately $0.1 million of the increase in cash-basis same store NOI for the three months ended June 30, 2025 related to properties that were acquired vacant or with near term expirations in 2024.

Cash-basis same store NOI increased by approximately $7.8 million for the six months ended June 30, 2025 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases as well as an increase in same store occupancy for the six months ended compared to the same period from the prior year.

For both the six months ended June 30, 2025 and 2024, total contractual rent abatements of approximately $1.8 million were given to certain tenants in the same-store pool.

For the six months ended June 30, 2025 and 2024, approximately $0.4 million and $0.5 million, respectively, in lease termination income was received from certain tenants in the same store pool.

In addition, approximately $0.6 million of the increase in cash-basis same store NOI for the six months ended June 30, 2025 related to properties that were acquired vacant or with near term expirations in 2024.

Cash-basis same store NOI increased by approximately $3.9 million for the three months ended September 30, 2025 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases, contractual rent increases on pre-existing leases and increased occupancy in the same store pool.

For the three months ended September 30, 2025 and 2024, total contractual rent abatements of approximately $1.7 million and $0.7 million, respectively, were given to certain tenants in the same store pool and approximately $0.1 million and $10,000, respectively, in lease termination income was received from certain tenants in the same store pool.

In addition, approximately $0.3 million of the increase in cash-basis same store NOI for the three months ended September 30, 2025 related to properties that were acquired vacant or with near term expirations in 2024.

Cash-basis same store NOI increased by approximately $11.7 million for the nine months ended September 30, 2025 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases as well as an increase in same store occupancy for the nine months ended compared to the same period from the prior year.

For the nine months ended September 30, 2025 and 2024, total contractual rent abatements of approximately $3.5 million and $2.5 million, respectively, were given to certain tenants in the same-store pool.

For both the nine months ended September 30, 2025 and 2024, approximately $0.5 million in lease termination income was received from certain tenants in the same store pool.

In addition, approximately $0.9 million of the increase in cash-basis same store NOI for the nine months ended September 30, 2025 related to properties that were acquired vacant or with near term expirations in 2024.

We compute net debt as total debt, less deferred financing costs and cash and cash equivalents.

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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 2. Management’s Discussion and Analysis