What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-04 compared with 2025-02-05 · 189 added, 173 removed, 1052 unchanged (26% of the section changed)

92 unchanged sentences

Valuation of acquired properties

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

Description of the Matter During the year ended December 31, 2025, the Company completed 13 real estate acquisitions for a total purchase price of $683.5 million.

The properties were acquired from unrelated third parties.

5 unchanged sentences

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

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

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

3 unchanged sentences

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

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

/s/ Ernst & Young LLP

98 unchanged sentences

— — — — — ( 184,788 ) ( 184,788 )

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

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

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

8 unchanged sentences

— — — — — ( 209,155 ) ( 209,155 )

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

Deposits to deferred compensation plan, net of withdrawals ( 30,357 ) — 1,750 30,357 ( 1,750 ) — —

Balance as of December 31, 2025 103,571,992 $ 1,037 $ 3,888,964 527,547 $ ( 32,847 ) $ 289,124 $ 4,146,278

32 unchanged sentences

Payments on credit facility ( 304,500 ) ( 28,000 ) ( 82,000 )

Borrowings on term loans payable — — 100,000

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

3 unchanged sentences

187,762 534,906 528,864

Net decrease in cash and cash equivalents and restricted cash

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

7,236 ( 147,884 ) 138,153

20 unchanged sentences

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

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

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

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

As of December 31, 2025, the Company owned 309 buildings (including one building held for sale) aggregating approximately 19.8 million square feet, 46 improved land parcels consisting of approximately 147.0 acres and six properties under development or redevelopment.

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.

1 unchanged sentence

Basis of Presentation.

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principals generally accepted in the United States of America (“GAAP”).

The accompanying consolidated financial statements include all of the Company’s accounts and its subsidiaries and all intercompany balances and transactions have been eliminated in consolidation.

22 unchanged sentences

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

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

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

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

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

When available, current market information is used to

determine capitalization and rental growth rates.

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

33 unchanged sentences

2030 ( 3,182 )

2029 ( 2,947 )

Thereafter ( 30,380 )

32 unchanged sentences

Cash and cash equivalents and restricted cash 25,588 18,352 166,236

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

Net increase (decrease) in cash and cash equivalents and restricted cash $ 7,236 $ ( 147,884 ) $ 138,153

Revenue Recognition.

15 unchanged sentences

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

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

The net unamortized fair value mortgage adjustment as of December 31, 2025 and 2024 was approximately $ 2.5 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 also elected to qualify as REITs under the Code and operate as such 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).

10 unchanged sentences

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.

The Company estimates the forfeiture rate based on historical experience as well as expected behavior.

The Company estimates the forfeiture rate based on historical experience as well

as expected behavior.

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.

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.

14 unchanged sentences

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

The CODM is the CEO and President.

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

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

The CODM is comprised of the CEO and the President.

The CODM reviews net income on an individual asset level and on a consolidated level and uses this information to monitor budget versus actual results, to evaluate returns on assets and to determine how to reinvest profits.

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

New Accounting Standards.

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

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

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

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

In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

ASU 2024-03 requires public business entities to disaggregate certain expense captions on the income statement into specific categories in a tabular format in the notes to the financial statements.

This standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

The Company is currently evaluating ASU 2024-03 and expects to provide additional information related to its income statement in the footnotes as required.

Concentration of Credit Risk

3 unchanged sentences

As of December 31, 2025, the Company owned 68 buildings aggregating approximately 3.5 million square feet and 14 improved land parcels consisting of approximately 62.8 acres located in New York City/Northern New Jersey, which accounted for a combined percentage of approximately 26.6 % 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 December 31, 2024, multiplied by 12.

Such annualized base rent is based on

contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements as of December 31, 2025, multiplied by 12.

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

3 unchanged sentences

Investments in Real Estate

During the year ended December 31, 2025, the Company acquired 12 industrial properties and one portfolio of industrial properties.

The total aggregate initial investment, including acquisition costs, was approximately $ 728.5 million, of which $ 486.5 million was recorded to land, $ 211.5 million to buildings and improvements, and $ 30.5 million to intangible assets.

Additionally, the Company assumed $ 35.4 million in liabilities.

The following table sets forth the wholly-owned industrial properties the Company acquired during the year ended December 31, 2025:

Property Name Location Acquisition Date Number of

Buildings Square

Feet Improved Land Acreage Purchase Price

(in thousands) 1

9660 153rd Avenue NE

Redmond, WA April 9, 2025 1 33,000 — $ 9,300

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

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

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

3500 West MacArthur Boulevard

Santa Ana, CA June 20, 2025 1 134,000 — 49,500

49-10 27th Street Long Island City, Queens, NY June 30, 2025 1 48,000 — 31,100

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

Multi-market portfolio

Various August 12, 2025;

September 9, 2025 12 1,200,000 — 426,900

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

250 S Maple Avenue South San Francisco, CA October 15, 2025 1 18,000 — 5,600

4-28 33rd Street Long Island City, Queens, NY November 17, 2025 — — 0.5 4,700

Craftsman Circle 2

Hyattsville, MD December 4, 2025 1 180,000 — 50,000

510 Andover Park West Tukwila, WA December 12, 2025 1 121,000 — 27,100

Total/Weighted Average 24 1,956,000 0.5 $ 683,500

1 Excludes intangible liabilities, if any.

The total aggregate initial investment was approximately $ 728.5 million, including $ 13.7 million in capitalized closing costs and acquisition costs and $ 32.9 million in assumed intangible liabilities and $ 1.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties.

2 Redevelopment of this property commenced upon acquisition.

The Company recorded revenues and net income for the year ended December 31, 2025 of approximately $ 14.0 million and $ 5.5 million, respectively, related to the 2025 acquisitions.

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

1 unchanged sentence

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

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

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

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

28 unchanged sentences

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

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

Additionally, the Company assumed $ 46.3 million in liabilities.

The following table sets forth the wholly-owned industrial properties the Company acquired during the year ended December 31, 2023:

Property Name Location Acquisition Date Number of

Buildings Square

Feet Improved Land Acreage Purchase Price

(in thousands) 1

Countyline Phase IV 2

Hialeah, FL February 23, 2023 — — 121.0 $ 173,600

9th Street Long Island City, NY March 6, 2023 1 45,000 — 23,000

Morton Newark, CA March 30, 2023 4 603,000 — 186,000

25th Place NE Washington DC May 23, 2023 1 33,000 — 13,400

East Garry Avenue 3

Santa Ana, CA September 6, 2023 — — 4.9 14,800

Santa Fe Redondo Beach, CA October 10, 2023 2 112,000 — 45,700

Van Dyke Red Hook, Brooklyn, NY October 11, 2023 1 96,000 — 27,500

Total/Weighted Average 9 889,000 125.9 $ 484,000

1 Excludes intangible liabilities.

The total aggregate initial investment was approximately $ 512.5 million, including $ 6.1 million in capitalized closing costs and acquisition costs and $ 42.9 million in assumed intangible liabilities and $ 20.5 million in other credits related to near term capital expenditures, free rent and tenant improvements at various properties.

2 Countyline Phase IV is a 121 -acre project entitled for 2.2 million square feet of industrial distribution buildings located in Miami’s Countyline Corporate Park (“Countyline”), immediately adjacent to the Company’s seven buildings within Countyline.

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

3 East Garry Avenue is a 4.9 -acre property that was placed into redevelopment upon acquisition.

The property is expected to contain one approximately 92,000 square foot LEED-certified industrial distribution building at completion.

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

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

1 unchanged sentence

As of December 31, 2025, the Company had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 1.2 million square feet.

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

The following table summarizes certain information with respect to the properties under development or redevelopment and the land for future development as of December 31, 2025:

7 unchanged sentences

Countyline Building 35 Hialeah, FL 55,500 219,900

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

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

Countyline Building 36 Hialeah, FL 56,200 213,600

Craftsman Circle Hyattsville, MD 57,600 180,300

139th Street 3

1 unchanged sentence

Total $ 372,500 1,221,500

Land entitled for future development:

Countyline Phase IV 2

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

Total $ 117,100 433,200

1 Excludes below-market lease adjustments recorded at acquisition.

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

2 Collectively, “Countyline Phase IV”, a 121 -acre project entitled for 2.2 million square feet of industrial distribution buildings located in Countyline, immediately adjacent to the Company’s seven buildings within Countyline.

2 “Countyline Phase IV” is a 121 -acre project entitled for 2.2 million square feet of industrial distribution buildings located in Miami’s Countyline Corporate Park (“Countyline”), immediately adjacent to the Company’s seven buildings within Countyline.

3 unchanged sentences

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

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

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

4 The Countyline Phase IV project has incurred approximately $ 1.1 million in additional costs related to infrastructure to be completed alongside the remaining buildings.

During 2025, the Company completed development and redevelopment of three properties.

Additionally, the Company moved the Paterson Plank III redevelopment property to the operating portfolio as it had been vacant for one year after completion.

The total expected investment of Paterson Plank III was $ 35.2 million (unaudited).

The following table summarizes certain information with respect to the completed development and redevelopment properties during the year ended December 31, 2025:

Property Name Location Total Expected

1 unchanged sentence

Post-Development

Square Feet Post-Development Acreage Completion Quarter

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

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

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

Square Feet Completion Quarter

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

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

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

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

49-10 27th Street Long Island City, Queens, NY 35,800 48,000 Q4 2025

Total/Weighted Average $ 117,000 297,500

2 unchanged sentences

Held for Sale/Disposed Assets

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

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

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

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

Market Number of Properties Total Sales Price Total Gain

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

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

As of December 31, 2025, the Company had one property held for sale, consisting of one building located in the New York City/Northern New Jersey market (net book value of approximately $ 2.3 million and net liabilities of approximately $ 0.1 million).

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

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

New York City/Northern New Jersey 1 1 $ 144,200 $ 109,538

Los Angeles 2 5 108,000 54,169

Miami 1 6 82,300 55,534

2 unchanged sentences

Total 8 15 $ 386,380 $ 238,434

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

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

Market Number of Properties Total Sales Price Total Gain

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

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

New York City/Northern New Jersey 1 — $ 29,800 $ 17,235

Miami 1 1 20,600 14,498

San Francisco Bay Area 1 2 13,000 7,931

Seattle 1 1 11,000 5,715

Total 4 4 $ 74,400 $ 45,379

The following table summarizes the properties sold by the Company during the year ended December 31, 2023 (dollars in thousands):

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

New York City/Northern New Jersey 2 2 $ 43,200 $ 21,823

Los Angeles 1 1 15,900 6,604

2 unchanged sentences

Total 4 4 $ 77,100 $ 38,156

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

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

Market Number of Properties Total Sales Price Total Gain

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

Seattle 1 8,600 5,100

Total 4 $ 168,300 $ 112,200

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

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

December 31, 2025 December 31, 2024

Margin Above SOFR Interest Rate 1

Contractual Maturity Date

20 unchanged sentences

50,000 50,000 n/a 2.8 % 7/15/2031

$ 50 M 10 -Year Unsecured 3

50,000 50,000 n/a 2.8 % 7/15/2031

Total Unsecured Debt 875,000 757,000

7 unchanged sentences

Excludes the effects of unamortized debt issuance costs.

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

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

3 Collectively, the “Senior Unsecured Notes”.

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

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

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

The Amended Facility consists of a $ 600.0 million revolving credit facility that matures in January 2029, a $ 100.0 million term loan that matures in January 2027 and a $ 100.0 million term loan that matures in January 2028.

As of December 31, 2025, 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 December 31, 2025, there were $ 200.0 million of borrowings outstanding on the revolving credit facility and $ 200.0 million of borrowings outstanding on the term loans.

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

The aggregate amount of the Amended Facility may be increased by up to an additional $ 450.0 million to a maximum aggregate amount not to exceed $ 1.25 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.

Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $ 600.0 million revolving credit facility, the $ 100.0 million term loan maturing in January 2027 and the $ 100.0 million term loan maturing in January 2028, or (ii) 60.0 % of the value of the unencumbered properties.

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

The applicable SOFR margin will range from 1.10 % to 1.55 % ( 1.10 % as of December 31, 2024) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of December 31, 2024) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s

consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

As of December 31, 2024, there were $ 82.0 million of borrowings outstanding on the revolving credit facility and $ 200.0 million of borrowings outstanding on the term loans.

As of December 31, interest on the Amended Facility, including the term loans, is generally to be paid based upon, at the Company’s option, either (i) SOFR plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50 % above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25 %, or 1.25 % per annum.

The applicable SOFR margin will range from 1.10 % to 1.55 % ( 1.10 % as of December 31, 2025) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of December 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 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.

On January 7, 2026, the Company entered into the Fourth Amendment to the Amended Facility (the “Fourth Amendment”) adding a $ 200.0 million term loan maturing on January 15, 2031.

Following the Fourth Amendment, 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, a $ 100.0 million term loan that matures in January 2028, and a $ 200.0 million term loan that matures in January 2031.

Additionally, the Amended Facility includes an accordion feature pursuant to which the aggregate amount of the Amended Facility may be increased by up to an additional $ 1.0 billion to a maximum aggregate amount not to exceed

$ 2.0 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.

Outstanding borrowings under the Fourth Amendment 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, the $ 100.0 million term loan maturing in January 2028, and the $ 200.0 million term loan maturing in January 2031 or (ii) 60.0 % of the value of the unencumbered properties.

See also, “ Note 12.

Subsequent Events ” below.

The Amended Facility and the Senior Unsecured Notes are guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the Company that own an unencumbered property.

2 unchanged sentences

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

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

As of December 31, 2025 and 2024, the Company had one mortgage loan payable totaling approximately $ 70.3 million and $ 69.1 million, respectively, net of deferred financing costs of $ 0.1 million and $ 0.2 million, respectively, and unamortized fair value adjustment of approximately $ 2.5 million and $ 3.6 million, respectively, which bore interest at a weighted average fixed annual rate of 3.9 %.

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

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

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

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

40 unchanged sentences

Actual sales under the $ 500 Million ATM Program, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company’s common stock, determinations by the Company of the appropriate sources of funding for the Company and potential uses of funding available to the Company.

During the year ended December 31, 2025, the Company issued an aggregate of 4,206,371 shares of common stock at a weighted average offering price of $ 66.81 per share under the $ 500 Million ATM Program resulting in net proceeds of approximately $ 276.9 million and paying total compensation to the applicable sales agents of approximately $ 4.1 million.

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

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

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

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

2 unchanged sentences

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

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

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

The Company used the net proceeds for acquisitions.

13 unchanged sentences

During the years ended December 31, 2025, 2024 and 2023, 5,876 , 11,473 and 5,876 shares of common stock, respectively, were withdrawn from the Deferred Compensation Plan.

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

As of December 31, 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 2,159,073 were remaining and available for issuance.

26 unchanged sentences

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

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

During the year ended December 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, 2023 to December 31, 2025.

During 2024 the Company did no t issue any shares of common stock related to the Performance Share awards.

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

The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2023 and includes the forfeiture of certain of the Performance Share awards during 2025 (dollars in thousands):

9 unchanged sentences

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

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

The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2025 and 2024:

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

7 unchanged sentences

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

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

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

Net Income (Loss) Per Share

5 unchanged sentences

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

Under this method, allocations were made to 455,244 , 429,748 and 393,059 of weighted average unvested restricted shares outstanding for the years ended December 31, 2025, 2024 and 2023, respectively.

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

5 unchanged sentences

Contractual Commitments.

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

As of February 3, 2026, the Company had three outstanding contracts with third-party sellers to acquire three industrial properties for a total purchase price of approximately $ 113.2 million.

Additionally, the Company has approximately $ 8.8 million of dispositions under contract where due diligence has been completed and $ 11.1 million of dispositions under contract where due diligence has commenced.

There is no assurance that the Company will acquire or dispose of the properties under contract because the proposed acquisitions and dispositions are subject to the completion of satisfactory due diligence.

Subsequent Events

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

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

On January 7, 2026, the Company entered into the Fourth Amendment adding a $ 200.0 million term loan maturing on January 15, 2031.

Interest on the term loan, is generally to be paid based upon, at our 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 1.15 % to 1.65 % 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.

Additionally, the ten basis point SOFR credit spread adjustment premium was eliminated on all credit facility borrowings, including term loans.

Proceeds from the $ 200.0 million term loan were used to reduce borrowings under the $ 600.0 million revolving credit facility and for general corporate purposes.

On February 3, 2026, the Company’s Board of Directors declared a cash dividend in the amount of $ 0.52 per share of its common stock payable on April 10, 2026 to the stockholders of record as of the close of business on March 27, 2026.

35 unchanged sentences

709 Hindry 1 Inglewood, CA — 2,105 2,972 700 2,105 3,672 5,777 1,016 2016 1984

11100 Hindry Avenue 1 Los Angeles, CA — 6,809 2,778 46 6,809 2,824 9,633 39 2025 1955

Acacia 1 Compton, CA — 5,143 1,985 1,593 5,143 3,578 8,721 750 2017 1972

3 unchanged sentences

Dominguez — Los Angeles, CA — 11,370 1,535 3,597 11,370 5,132 16,502 1,790 2017

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

to Company Costs

7 unchanged sentences

Acquired Year

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

3091 East Coronado St — Anaheim, CA — 7,140 464 255 7,140 719 7,859 170 2022 2017

East Garry Avenue 1 Santa Ana, CA — 13,716 25,703 1 13,716 25,704 39,420 718 2023 2024

Gladwick 1 Rancho Dominguez, CA — 11,636 5,998 341 11,636 6,339 17,975 1,198 2020 2009

9 unchanged sentences

Porter 1 Los Angeles, CA — 3,791 399 294 3,791 693 4,484 64 2020 1911 & 1968

3700 & 3730 Redondo Beach Ave 2 Redondo Beach, CA — 27,867 7,034 — 27,867 7,034 34,901 69 2025 1962

San Pedro — Gardena, CA — 7,598 1,523 317 7,598 1,840 9,438 177 2021

Santa Fe 2 Redondo Beach, CA — 37,049 5,560 87 37,049 5,647 42,696 357 2023 1968

Shoemaker — Santa Fe Springs, CA — 4,759 1,099 281 4,759 1,380 6,139 355 2018 1986/1997

Slauson — Santa Fe Springs, CA — 4,679 697 957 4,679 1,654 6,333 455 2019 1967/1973

5 unchanged sentences

Walnut II 1 Compton, CA — 6,097 5,069 1,077 6,097 6,146 12,243 1,552 2018 1969

3500 West MacArthur Boulevard 1 Santa Ana, CA — 56,221 13,426 — 56,221 13,426 69,647 201 2025 1983

New York City/Northern New Jersey

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

49-10 27th Street 1 Long Island City, Queens, NY — 30,459 5,713 — 30,459 5,713 36,172 3 2025 1950

144-02 158th Street 1 Jamaica, Queens, NY — 11,175 4,533 786 11,175 5,319 16,494 193 2024 1981

7 unchanged sentences

156-15 146th Avenue 1 Jamaica, Queens, NY — 1,675 226 198 1,675 424 2,099 30 2024 1983

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

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

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

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

to Company Costs

7 unchanged sentences

Acquired Year

179-02 150th Avenue 1 Jamaica, Queens, NY — 17,837 8,625 17 17,837 8,642 26,479 351 2024 1970

179-15 149th Road 1 Jamaica, Queens, NY — 3,894 1,382 3 3,894 1,385 5,279 56 2024 1969

182-09 149th Road 1 Jamaica, Queens, NY — 10,350 4,042 89 10,350 4,131 14,481 170 2024 1982

182-17 150th Avenue 1 Jamaica, Queens, NY — 25,274 2,841 196 25,274 3,037 28,311 133 2024 1984

181 Lombardy 1 Brooklyn, NY — 9,124 2,986 920 9,124 3,906 13,030 190 2024 1940

7 unchanged sentences

48-29 31st Pl 1 Long Island City, Queens, NY — 5,750 1,946 432 5,750 2,378 8,128 106 2024 1965

4-28 33rd Street — Long Island City, Queens, NY — 4,692 43 140 4,692 183 4,875 — 2025 1979

43-27 33rd Street 1 Long Island City, Queens, NY — 6,337 1,140 40 6,337 1,180 7,517 27 2025 1926

49-15 Maspeth Ave 1 Maspeth, Queens, NY — 42,560 7,258 — 42,560 7,258 49,818 199 2024 1966

18 unchanged sentences

629 Henry 1 Elizabeth, NJ — 13,734 1,690 778 13,734 2,468 16,202 286 2022 2004

900 Hart 1 Piscataway, NJ — 3,202 3,866 1,951 3,202 5,817 9,019 2,094 2014 1983

901 North — Elizabeth, NJ — 8,035 913 1,100 8,035 2,013 10,048 872 2016 2016

228 North Ave 1 Elizabeth, NJ — 40,671 5,218 1,683 40,671 6,901 47,572 884 2021 1975

256 Patterson Plank 1 Carlstadt, NJ — 9,478 1,284 1,766 9,478 3,050 12,528 468 2021 1960

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

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

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

to Company Costs

7 unchanged sentences

Acquired Year

900 Hart 1 Piscataway, NJ — 3,202 3,866 2,057 3,202 5,923 9,125 2,349 2014 1983

901 North 1 Elizabeth, NJ — 8,035 913 1,157 8,035 2,070 10,105 986 2016 2016

228 North Ave 1 Elizabeth, NJ — 40,671 5,218 1,683 40,671 6,901 47,572 1,266 2021 1975

256 Patterson Plank 1 Carlstadt, NJ — 9,478 1,284 1,766 9,478 3,050 12,528 601 2021 1960

293 Roanoke Avenue — Newark, NJ — 11,395 2,217 529 11,395 2,746 14,141 446 2022 N/A

Avenue A 4 Carlstadt, NJ — 7,516 4,660 1,988 7,516 6,648 14,164 2,192 2017 1951/1957

Belleville 1 Kearny, NJ — 12,845 18,041 1,847 12,845 19,888 32,733 7,608 2011 2006

11-40 Borden Avenue 1 Long Island City, Queens, NY — 13,991 2,420 22 13,991 2,442 16,433 34 2025 1960

Commerce 1 Carlstadt, NJ — 1,656 1,544 443 1,656 1,987 3,643 462 2018 1969

1 unchanged sentence

Ethel 2 Piscataway, NJ — 2,748 3,801 2,896 2,748 6,697 9,445 2,503 2013 1981/1984

Interstate 2 South Brunswick, NJ — 13,686 12,135 13,923 13,686 26,058 39,744 10,105 2010/2013 1999/2014

JFK Airgate 4 Queens, NY — 18,282 32,933 9,768 18,282 42,701 60,983 17,517 2013 1986/1991

100-140 Lincoln Highway 1 Kearny, NJ — 35,678 28,308 658 35,678 28,966 64,644 218 2025 2024

Manor 1 East Rutherford, NJ — 4,076 5,262 3,757 4,076 9,019 13,095 2,767 2015 1968

2 unchanged sentences

Paterson Plank 1 Carlstadt, NJ — 4,127 455 1,472 4,127 1,927 6,054 491 2016 1998

Paterson Plank III 1 Carlstadt, NJ — 15,975 18,192 — 15,975 18,192 34,167 66 2021 1950

Stockton — Newark, NJ — 12,327 1,282 536 12,327 1,818 14,145 963 2017

10 unchanged sentences

240 Littlefield 1 South San Francisco, CA — 5,107 3,293 2,862 5,107 6,155 11,262 2,167 2013 2013

258 Littlefield Ave 1 South San Francisco, CA — 8,885 1,327 744 8,885 2,071 10,956 12 2025 1965

299 Lawrence 1 South San Francisco, CA — 1,352 1,198 747 1,352 1,945 3,297 901 2010 1968

3528 Arden Road 1 Hayward, CA — 15,272 10,100 609 15,272 10,709 25,981 439 2024 1999

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2025

Property Name No.

Location Encumbrances Land Buildings &

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

631 Brennan 1 San Jose, CA — 1,932 2,245 1,786 1,932 4,031 5,963 1,441 2012 1975

9 unchanged sentences

Foley Street 2 Hayward, CA — 5,023 3,281 711 5,023 3,992 9,015 568 2021 1976 & 1972

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

Property Name No.

Location Encumbrances Land Buildings &

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

Hotchkiss 1 Fremont, CA — 4,163 3,152 1,438 4,163 4,590 8,753 998 2017 1997

Hotchkiss II 1 Fremont, CA — 3,042 3,081 618 3,042 3,699 6,741 828 2018 1997

250 S Maple Avenue 1 South San Francisco, CA — 4,695 769 200 4,695 969 5,664 5 2025 1977

Merced 4 San Leandro, CA — 25,621 9,318 8,547 25,621 17,865 43,486 3,929 2018 1958

5 unchanged sentences

Teagarden 5 San Leandro, CA — 19,172 15,221 914 19,172 16,135 35,307 1,645 2022 1970/1972

Starlite 1 South San Francisco, CA — 3,738 144 2,373 3,738 2,517 6,255 238 2020 1966 & 1972

West 140th 2 San Leandro, CA — 9,578 6,297 4,757 9,578 11,054 20,632 3,083 2016 1959

10 unchanged sentences

117th Place NE 1 Kirkland, WA — 23,846 9,842 1,509 23,846 11,351 35,197 1,652 2021 1978

9660 153rd Avenue NE 1 Redmond, WA — 5,875 3,498 1,842 5,875 5,340 11,215 73 2025 1980

917 Valley 1 Puyallup, WA — 2,203 4,551 373 2,203 4,924 7,127 960 2019 2006

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2025

Property Name No.

Location Encumbrances Land Buildings &

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

3401 Lind 1 Renton, WA — 2,999 6,707 1,517 2,999 8,224 11,223 2,696 2014 1984/2012

1 unchanged sentence

4930 3rd Avenue South 1 Seattle, WA — 3,984 2,424 1,202 3,984 3,626 7,610 1,254 2016 1964

12119 East Marginal — Tukwila, WA — 4,950 1,740 — 4,950 1,740 6,690 198 2020 1996

17600 West Valley Highway 1 Tukwila, WA — 3,361 5,260 2,135 3,361 7,395 10,756 3,210 2012 1986

510 Andover Park West 1 Tukwila, WA — 20,004 6,426 — 20,004 6,426 26,430 7 2025 1976

Auburn 400 1 Auburn, WA — 4,415 5,234 1,179 4,415 6,413 10,828 1,178 2019 2000

4 unchanged sentences

Hudson 1 Seattle, WA — 4,471 912 323 4,471 1,235 5,706 262 2020 2006

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

Property Name No.

Location Encumbrances Land Buildings &

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

Kent 188 1 Kent, WA — 3,251 4,719 3,411 3,251 8,130 11,381 3,310 2010 1979

13 unchanged sentences

SeaTac 8th Avenue 1 Burien, WA — 2,501 4,020 2,454 2,501 6,474 8,975 2,617 2013 1988

SE 32nd Street 1 Bellevue, WA — 9,059 2,081 1,549 9,059 3,630 12,689 910 2020 1982

SW 16th Street — Renton, WA — 6,251 2,001 1,579 6,251 3,580 9,831 338 2021 1962

3 unchanged sentences

Woodinville II 2 Woodinville, WA — 20,941 12,949 954 20,941 13,903 34,844 1,452 2021 1999

Woodinville III 9 Woodinville, WA — 193,056 37,620 1,825 193,056 39,445 232,501 400 2025 1979-1996

Willows — Redmond, WA — 3,067 581 287 3,067 868 3,935 99 2021 1970

2 unchanged sentences

48th Avenue 2 Miami Gardens, FL — 4,322 2,187 1,053 4,322 3,240 7,562 1,145 2011 1987

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2025

Property Name No.

Location Encumbrances Land Buildings &

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

70th Avenue 1 Miami, FL — 1,434 2,333 469 1,434 2,802 4,236 1,125 2011 1999

9 unchanged sentences

101st Road 1 Medley, FL — 2,647 3,258 1,074 2,647 4,332 6,979 1,836 2013 2012

to Company Costs

Acquisition Gross Amount Carried

at December 31, 2024

Property Name No.

Location Encumbrances Land Buildings &

Improvements Land Buildings &

Improvements Total Accumulated

Depreciation Year

Acquired Year

131st Street 1 Medley, FL — 2,903 5,729 1,595 2,903 7,324 10,227 2,432 2014 1999

2 unchanged sentences

12950 SW South River 1 Medley, FL — 1,971 4,029 1,520 1,971 5,549 7,520 1,455 2016 2000

Americas Gateway 5 Doral, FL — 9,088 9,552 5,529 9,088 15,081 24,169 5,796 2013 1978/1982

Americas Gateway 5 1 Doral, FL — 2,064 4,326 355 2,064 4,681 6,745 445 2013 2022

Countyline #24 & #25 2 Hialeah, FL — 15,552 27,898 6,643 15,552 34,541 50,093 5,668 2021 2021 & 2021

7 unchanged sentences

Countyline 40 1 Hialeah, FL — 12,151 28,265 304 12,151 28,569 40,720 1,806 2023 2024

Countyline #41 1 Hialeah, FL — 14,044 31,261 500 14,044 31,761 45,805 2,187 2023 2023

Doral Air Logistics Center 3 Doral, FL — 70,197 117,640 4,724 70,197 122,364 192,561 3,222 2024 2022

Miami International Trade Center 4 Medley, FL — 5,063 10,958 3,944 5,063 14,902 19,965 4,516 2015 1996

Royal Palm 2 Doral, FL — 53,552 72,133 724 53,552 72,857 126,409 565 2025 2024

Washington, D.C.

9 unchanged sentences

4501 46th Street — Bladensburg, MD — 9,576 1,984 1,154 9,576 3,138 12,714 382 2021 1955

Business Parkway 1 Lanham, MD — 3,038 3,007 210 3,038 3,217 6,255 726 2016 2002

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

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

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

Pickett 1 Alexandria, VA — 6,256 2,850 702 6,256 3,552 9,808 429 2021 1963

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

to Company Costs

7 unchanged sentences

Acquired Year

Business Parkway 1 Lanham, MD — 3,038 3,007 223 3,038 3,230 6,268 822 2016 2002

Eisenhower 3 Alexandria, VA — 36,755 23,768 2,920 36,755 26,688 63,443 3,100 2021 1974

Fleet 4 Alexandria, VA — 51,999 29,859 1,154 51,999 31,013 83,012 1,441 2024 1977

Hampton Overlook 3 Capitol Heights, MD — 4,602 7,521 3,046 4,602 10,567 15,169 3,123 2016 1989/1990

Pickett 1 Alexandria, VA — 6,256 2,850 700 6,256 3,550 9,806 608 2021 1963

Tuxedo — Hyattsville, MD — 6,867 1,266 1,365 6,867 2,631 9,498 409 2021 1962

V Street 6 Washington, D.C.

1 unchanged sentence

Subtotal 308 72,879 3,020,445 1,920,193 408,697 3,020,445 2,328,890 5,349,335 400,226

Unamortized fair value adjustment ( 3,590 )

Unamortized fair market value adjustment ( 2,456 )

Unamortized net deferred financing costs ( 125 )

2 unchanged sentences

Assets held for sale 1 $ — $ 974 $ 1,647 $ 817 $ 974 $ 2,464 $ 3,438 $ 1,094

Intangible assets related to assets held for sale 220 220

Total Assets held for sale 1 $ — $ 974 $ 1,647 $ 817 $ 974 $ 2,464 $ 3,658 $ 1,314

Terreno Realty Corporation

36 unchanged sentences

Cannon dated as of February 18, 2014 (previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated herein by reference).

10.4+ Amended and Restated 2010 Equity Incentive Plan of Registrant (previously filed as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A on March 19, 2014 and incorporated herein by reference).

10.5+ Form of Restricted Stock Award Agreement for Executive Officers and Employees (previously filed as Exhibit 10.4 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference).

10.4+ Form of Restricted Stock Award Agreement for Executive Officers and Employees (previously filed as Exhibit 10.

2 to the Registrant’s Registration Statement on Form S- 8 on August 1 , 20 25 and incorporated herein by reference).

10.5+ Form of Restricted Stock Award Agreement for Non-Employee Directors (previously filed as Exhibit 10.5 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference).

10.7+ 2019 Equity Incentive Plan of Registrant (previously filed as Exhibit 4.7 to the Registrant’s Registration Statement on Form S-8 on April 30, 2019 and incorporated herein by reference).

10.6+ Terreno Realty Corporation 2025 Equity Incentive Plan (previously filed as Appendix A to Terreno Realty Corporation's Proxy Statement on Schedule 14A dated March 21, 2025 and incorporated herein by reference).

10.7+ Form of Restricted Stock Award Agreement for Executive Officers and Employees (previously filed as Exhibit 4.8 to the Registrant’s Registration Statement on Form S-8 on April 30, 2019 and incorporated herein by reference).

3 unchanged sentences

10.10+ Form of Award Notice under the Amended and Restated Long-Term Incentive Plan of Registrant (previously filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K on February 6, 2019 and incorporated by reference herein).

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

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

2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated by reference herein).

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

6 unchanged sentences

Bank National Association, as co-syndication agents for the Term A Loans, KeyBanc Capital Markets, PNC Capital Markets LLC and Regions Capital Markets, as joint lead arrangers for the Term B Loans, PNC Bank, National Association and Regions Bank as co-syndication agents for the Term B Loans, and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 30, 2024 and incorporated herein by reference).

10.15 Fourth Amendment, dated as of January 7, 2026, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC and the several lenders identified therein (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on January 8, 2026 and incorporated herein by reference).

10.16 Note Purchase Agreement, dated as of June 2, 2016, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on June 7, 2016 and incorporated herein by reference).

6 unchanged sentences

10.22 Note Purchase Agreement, dated as of August 17, 2021, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on August 23, 2021 and incorporated herein by reference).

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

19 Terreno Realty Corporation Insider Trading Policy, including Special Trading Procedures for Insiders (previously as filed as Exhibit 19 to the Annual Report on Form 10-K filed wi th the SEC on February 5, 2025 and incorporated herein by reference) .

21* Subsidiaries of Registrant.

39 unchanged sentences

Carlson Director February 4, 2026

Director February 4, 2026

/s/ Constance von Muehlen Director February 4, 2026

3 unchanged sentences

Pasquale Director February 4, 2026

/s/ Dennis Polk Director February 5, 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-K

Item 9A. Controls and Procedures