Item 9A. Controls and Procedures
Item 9A. Controls And Procedures.
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer, President and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to give reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer, President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
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Management’s Annual Report on Internal Control Over Financial Reporting
Terreno Realty Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system was designed to provide reasonable assurance to the company’s management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Terreno Realty Corporation’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework). Based on its assessment, management of Terreno Realty Corporation determined that, as of December 31, 2025, the company’s internal control over financial reporting is effective based on those criteria. Terreno Realty Corporation’s independent auditors have issued an audit report on the effectiveness of the company’s internal control over financial reporting, as stated in their report included in this Annual Report on Form 10-K (which expresses an unqualified opinion on the effectiveness of the company’s internal control over financial reporting as of December 31, 2025).
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Terreno Realty Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Terreno Realty Corporation’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Terreno Realty Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated February 4, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Seattle, Washington
February 4, 2026
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all of the Company's directors, officers, employees and other covered persons. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. It is also the policy of the Company to comply with all insider trading laws and regulations. A copy of the Company's insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
The other information required by Item 10 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2025 and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by Item 11 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2025 and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by Item 12 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2025 and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2025 and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by Item 14 will be contained in a definitive proxy statement for our Annual Meeting of Stockholders, which we anticipate will be filed no later than 120 days after the end of our fiscal year ended December 31, 2025 and is incorporated herein by reference.
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Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a)
1. and 2. Financial Statements and Schedules
The following consolidated financial information is included as a separate section of this Annual Report on Form 10-K beginning on page F-1 as follows:
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
58
Consolidated Balance Sheets as of December 31, 2025 and 2024
60
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
61
Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023
62
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
63
Notes to Consolidated Financial Statements
64
Schedule III – Real Estate Investments and Accumulated Depreciation
1
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted, or the required information is included in the consolidated financial statements and notes thereto.
3. Exhibits
The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index at the end of this Annual Report on Form 10-K immediately preceding the signature page, which is incorporated by reference herein.
Item 16. Form 10-K Summary.
None.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Terreno Realty Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Terreno Realty Corporation (the Company) as of December 31, 2025 and 2024 the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 4, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Valuation of acquired properties
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. As further discussed in Notes 2 and 4 of the consolidated financial statements, the transactions were accounted for as asset acquisitions. The purchase price for each acquisition was allocated to the individual acquired assets and liabilities based on their relative fair values.
Auditing the Company’s real estate acquisitions is complex and required the involvement of a valuation specialist due to the judgments and estimates in determining the fair value of the components of each acquisition. The fair value of the tangible assets is determined by valuing the property as if it were vacant. Land values are derived from current comparative sales values, when available, or management’s estimates of the fair value based on market conditions and the experience of the Company’s management team. 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. 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.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for real estate acquisitions relative to purchase accounting, including controls over the review of the valuation models and related significant assumptions underlying the valuation of the acquired assets and liabilities.
To test the purchase price allocations to the assets and liabilities acquired, our audit procedures included, among others, review of the purchase agreements, assessing the methodologies and testing the significant assumptions discussed above used to value the components of the acquired properties. We compared, on a sample basis, land comparative sales values, building replacement cost and depreciation estimates, market rental rates, discount rate and market rental growth rates with external market data, and the incorporation of these assumptions in the cash flow projections and overall valuation conclusions. We also tested the completeness and accuracy of the underlying data. We involved our valuation specialists to assist in the assessment of the methodology utilized by the Company and to test on a sample basis certain of the assumptions used in the valuation of land, building and above and below market intangibles.
/s/ Ernst & Young LLP
We have served as the Company‘s auditor since 2012.
Seattle, Washington
February 4, 2026
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Item 1. Financial Statements of Terreno Realty Corporation
Terreno Realty Corporation
Consolidated Balance Sheets
(in thousands – except share and per share data)
December 31, 2025 December 31, 2024
ASSETS
Investments in real estate
Land $ 3,020,445 $ 2,586,471
Buildings and improvements 2,328,890 2,107,312
Construction in progress 217,355 219,652
Intangible assets 223,546 208,475
Total investments in properties 5,790,236 5,121,910
Accumulated depreciation and amortization ( 531,839 ) ( 466,553 )
Net investments in properties 5,258,397 4,655,357
Properties held for sale, net 2,344 6,258
Net investments in real estate 5,260,741 4,661,615
Cash and cash equivalents 25,020 18,070
Restricted cash 568 282
Other assets, net 101,754 90,189
Total assets $ 5,388,083 $ 4,770,156
LIABILITIES AND EQUITY
Liabilities
Credit facility $ 200,000 $ 82,000
Term loans payable, net 199,616 199,380
Senior unsecured notes, net 473,422 472,953
Mortgage loan payable, net 70,298 69,104
Security deposits 47,570 39,758
Intangible liabilities, net 119,439 116,542
Dividends payable 54,133 48,871
Accounts payable and other liabilities 77,327 79,216
Total liabilities 1,241,805 1,107,824
Commitments and contingencies (Note 11)
Equity
Stockholders’ equity
Common stock: $ 0.01 par value, 400,000,000 shares authorized, and 103,571,992 and 99,238,003 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively.
1,037 994
Additional paid-in capital
3,888,964 3,597,148
Common stock held in deferred compensation plan: 527,547 and 497,190 shares at December 31, 2025 and December 31, 2024, respectively.
( 32,847 ) ( 31,097 )
Retained earnings 289,124 95,287
Total stockholders’ equity 4,146,278 3,662,332
Total liabilities and equity $ 5,388,083 $ 4,770,156
The accompanying notes are an integral part of these consolidated financial statements.
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Terreno Realty Corporation
Consolidated Statements of Operations
(in thousands – except share and per share data)
For the Year Ended December 31,
2025 2024 2023
REVENUES
Rental revenues and tenant expense reimbursements $ 476,383 $ 382,621 $ 323,590
Total revenues 476,383 382,621 323,590
COSTS AND EXPENSES
Property operating expenses 115,100 98,090 79,085
Depreciation and amortization 121,580 93,916 73,219
General and administrative 47,269 42,587 37,935
Acquisition costs and other 347 72 218
Total costs and expenses 284,296 234,665 190,457
OTHER INCOME (EXPENSE)
Interest and other income 5,328 12,083 4,964
Interest expense, including amortization ( 32,857 ) ( 20,921 ) ( 24,796 )
Gain on sales of real estate investments 238,434 45,379 38,156
Total other income 210,905 36,541 18,324
Net income 402,992 184,497 151,457
Allocation to participating securities ( 1,799 ) ( 791 ) ( 712 )
Net income available to common stockholders $ 401,193 $ 183,706 $ 150,745
EARNINGS PER COMMON SHARE - BASIC AND DILUTED:
Net income available to common stockholders - basic $ 3.92 $ 1.92 $ 1.81
Net income available to common stockholders - diluted $ 3.91 $ 1.92 $ 1.81
BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 102,459,881 95,524,549 83,169,028
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 102,723,758 95,842,137 83,371,099
The accompanying notes are an integral part of these consolidated financial statements.
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Terreno Realty Corporation
Consolidated Statements of Equity
(in thousands – except share data)
Common Stock Additional
Paid-
in Capital Common Shares Held in Deferred Compensation Plan Deferred Compensation Plan Retained
Earnings
Number of
Shares Amount Total
Balance as of December 31, 2022 76,463,482 $ 765 $ 2,167,276 417,665 $ ( 26,462 ) $ 88,272 $ 2,229,851
Net income — — — — — 151,457 151,457
Issuance of common stock, net of issuance costs of $ 5,830
11,012,883 111 665,406 — — — 665,517
Forfeiture of common stock related to employee awards ( 6,989 ) — — — — — —
Common shares acquired related to employee awards ( 23,854 ) — ( 1,513 ) — — — ( 1,513 )
Issuance of restricted stock 132,574 — — — — — —
Stock-based compensation — — 13,466 — — — 13,466
Common stock dividends ($ 1.70 per share)
— — — — — ( 144,151 ) ( 144,151 )
Deposits to deferred compensation plan, net of withdrawals ( 90,998 ) — 5,326 90,998 ( 5,326 ) — —
Balance as of December 31, 2023 87,487,098 876 2,849,961 508,663 ( 31,788 ) 95,578 2,914,627
Net income — — — — — 184,497 184,497
Issuance of common stock, net of issuance costs of $ 6,314
11,665,929 118 736,296 — — — 736,414
Forfeiture of common stock related to employee awards ( 16,836 ) — — — — — —
Common shares acquired related to employee awards ( 48,041 ) — ( 3,344 ) — — — ( 3,344 )
Issuance of restricted stock 138,380 — — — — — —
Stock-based compensation — — 14,926 — — — 14,926
Common stock dividends ($ 1.88 per share)
— — — — — ( 184,788 ) ( 184,788 )
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
Net income — — — — — 402,992 402,992
Issuance of common stock, net of issuance costs of $ 5,341
4,261,758 43 275,630 — — — 275,673
Forfeiture of common stock related to employee awards ( 5,713 ) — — — — — —
Common shares acquired related to employee awards ( 46,978 ) — ( 3,286 ) — — — ( 3,286 )
Issuance of restricted stock 155,279 — — — — — —
Stock-based compensation — — 17,722 — — — 17,722
Common stock dividends ($ 2.02 per share)
— — — — — ( 209,155 ) ( 209,155 )
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
The accompanying notes are an integral part of these consolidated financial statements.
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Terreno Realty Corporation
Consolidated Statements of Cash Flows
(in thousands)
For the Year Ended December 31,
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 402,992 $ 184,497 $ 151,457
Adjustments to reconcile net income to net cash provided by operating activities
Straight-line rents ( 15,408 ) ( 9,306 ) ( 8,469 )
Amortization of lease intangibles ( 29,301 ) ( 17,284 ) ( 13,922 )
Depreciation and amortization 121,580 93,916 73,219
Gain on sales of real estate investments ( 238,434 ) ( 45,379 ) ( 38,156 )
Deferred financing cost and mortgage fair value adjustment amortization 3,397 1,762 1,545
Stock-based compensation 17,722 14,926 13,466
Changes in assets and liabilities
Other assets ( 981 ) ( 2,331 ) ( 6,599 )
Accounts payable and other liabilities 10,295 11,886 7,136
Net cash provided by operating activities
271,862 232,687 179,677
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for property acquisitions ( 693,633 ) ( 814,515 ) ( 466,840 )
Proceeds from sales of real estate investments, net 374,623 71,899 73,077
Additions to construction in progress ( 69,971 ) ( 126,428 ) ( 123,570 )
Additions to buildings, improvements and leasing costs ( 63,407 ) ( 46,433 ) ( 53,055 )
Net cash used in investing activities
( 452,388 ) ( 915,477 ) ( 570,388 )
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 281,015 742,728 671,347
Issuance costs on issuance of common stock ( 4,075 ) ( 5,704 ) ( 5,038 )
Repurchase of common stock related to employee awards ( 3,286 ) ( 3,344 ) ( 1,513 )
Borrowings on credit facility 422,500 110,000 82,000
Payments on credit facility ( 304,500 ) ( 28,000 ) ( 82,000 )
Payments on senior unsecured notes — ( 100,000 ) —
Payment of deferred financing costs — ( 5,805 ) ( 80 )
Dividends paid to common stockholders ( 203,892 ) ( 174,969 ) ( 135,852 )
Net cash provided by financing activities
187,762 534,906 528,864
Net increase (decrease) in cash and cash equivalents and restricted cash
7,236 ( 147,884 ) 138,153
Cash and cash equivalents and restricted cash at beginning of year
18,352 166,236 28,083
Cash and cash equivalents and restricted cash at end of year
$ 25,588 $ 18,352 $ 166,236
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest, net of capitalized interest $ 27,438 $ 20,898 $ 31,713
Supplemental disclosures of non-cash transactions
Accounts payable related to capital improvements 29,789 34,509 26,912
Non-cash issuance of common stock to the deferred compensation plan ( 1,750 ) 691 ( 5,326 )
Lease liability arising from recognition of right-of-use asset — 2,264 —
Reconciliation of cash paid for property acquisitions
Acquisition of properties $ 728,519 $ 937,908 $ 512,531
Assumption of mortgage loans payable — ( 72,879 ) —
Unamortized mortgage fair value adjustment — 3,650 —
Assumption of other assets and liabilities ( 34,886 ) ( 54,164 ) ( 45,691 )
Net cash paid for property acquisitions $ 693,633 $ 814,515 $ 466,840
The accompanying notes are an integral part of these consolidated financial statements.
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Terreno Realty Corporation
Notes to Consolidated Financial Statements
Note 1. Organization
Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, the “Company”) acquires, owns and operates industrial real estate in six major coastal U.S. markets: New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C. 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.
Note 2. Significant Accounting Policies
Basis of Presentation. 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.
Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Capitalization of Costs. The Company capitalizes costs directly related to the development, redevelopment, renovation and expansion of its investment in real estate. Costs associated with such projects are capitalized as incurred. If the project is abandoned, these costs are expensed during the period in which the development, redevelopment, renovation or expansion project is abandoned. Costs considered for capitalization include, but are not limited to, construction costs, interest, real estate taxes and insurance, if appropriate. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress. In the event that the activities to ready the asset for its intended use are suspended, the capitalization period will cease until such activities are resumed. Costs incurred for maintaining and repairing properties, which do not extend their useful lives, are expensed as incurred.
Interest is capitalized based on actual capital expenditures from the period when development, redevelopment, renovation or expansion commences until the asset is ready for its intended use, at the weighted average borrowing rate during the period.
Investments in Real Estate. Investments in real estate, including tenant improvements, leasehold improvements and leasing costs, are stated at cost, less accumulated depreciation, unless circumstances indicate that the cost cannot be recovered, in which case, an adjustment to the carrying value of the property is made to reduce it to its estimated fair value. The Company also reviews the impact of above and below-market leases, in-place leases and lease origination costs for acquisitions and records an intangible asset or liability accordingly.
Impairment. Carrying values for financial reporting purposes are reviewed for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. Examples of such events or changes in circumstances may include classifying an asset to be held for sale, changing the intended hold period or when an asset remains vacant significantly longer than expected. The intended use of an asset either held for sale or held for use can significantly impact how impairment is measured. If an asset is intended to be held for the long-term, the recoverability is based on the undiscounted future cash flows. If the asset carrying value is not supported on an undiscounted future cash flow basis, then the asset carrying value is measured against the lower of cost or the present value of expected cash flows over the expected hold period. An impairment charge to earnings is recognized for the excess of the asset’s carrying value over the lower of cost or the present values of expected cash flows over the expected hold period. If an asset is intended to be sold, impairment is determined using the estimated fair value less costs to sell. 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
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determine capitalization and rental growth rates. If available, current comparative sales values may also be used to establish fair value. When market information is not readily available, the inputs are based on the Company’s understanding of market conditions and the experience of the Company’s management team. Actual results could differ significantly from the Company’s estimates. The discount rates used in the fair value estimates represent a rate commensurate with the indicated holding period with a premium layered on for risk. There were no impairment charges recorded to the carrying values of the Company’s properties during the years ended December 31, 2025, 2024 or 2023.
Property Acquisitions. In accordance with Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the integrated set of assets and activities is not considered a business. To be a business, the set of acquired activities and assets must include inputs and one or more substantive processes that together contribute to the ability to create outputs. The Company has determined that its real estate property acquisitions will generally be accounted for as asset acquisitions under the clarified definition. Upon acquisition of a property the Company estimates the fair value of acquired tangible assets (consisting generally of land, buildings and improvements) and intangible assets and liabilities (consisting generally of the above and below-market leases and the origination value of all in-place leases). The Company determines fair values using Level 3 inputs such as replacement cost, estimated cash flow projections and other valuation techniques and applying appropriate discount and capitalization rates based on available market information. Mortgage loans assumed in connection with acquisitions are recorded at their fair value using current market interest rates for similar debt at the date of acquisition. Acquisition-related costs associated with asset acquisitions are capitalized to individual tangible and intangible assets and liabilities assumed on a relative fair value basis and acquisition-related costs associated with business combinations are expensed as incurred.
The fair value of the tangible assets is determined by valuing the property as if it were vacant. Land values are derived from current comparative sales values, when available, or management’s estimates of the fair value based on market conditions and the experience of the Company’s management team. 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. 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 plus the term of any below-market fixed rate renewal options. The above and below-market lease values are amortized to rental revenues over the remaining initial term plus the term of any below-market fixed rate renewal options that are considered bargain renewal options of the respective leases. The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $ 29.3 million, $ 17.3 million and $ 13.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. The origination value of in-place leases is based on costs to execute similar leases, including commissions and other related costs. The origination value of in-place leases also includes real estate taxes, insurance and an estimate of lost rental revenue at market rates during the estimated time required to lease up the property from vacant to the occupancy level at the date of acquisition. The remaining weighted average lease term related to these intangible assets and liabilities as of December 31, 2025 was 7.6 years. As of December 31, 2025 and 2024, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):
December 31, 2025 December 31, 2024
Gross Accumulated
Amortization Net Gross Accumulated
Amortization Net
In-place leases $ 218,853 $ ( 128,568 ) $ 90,285 $ 203,386 $ ( 111,927 ) $ 91,459
Above-market leases 4,913 ( 3,265 ) 1,648 5,089 ( 3,723 ) 1,366
Below-market leases ( 204,816 ) 85,377 ( 119,439 ) ( 185,995 ) 69,453 ( 116,542 )
Total $ 18,950 $ ( 46,456 ) $ ( 27,506 ) $ 22,480 $ ( 46,197 ) $ ( 23,717 )
Projected net amortization of the intangible assets and liabilities for the next five years and thereafter as of December 31, 2025 is as follows (dollars in thousands):
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2026 $ 6,198
2027 1,706
2028 146
2029 ( 1,994 )
2030 ( 3,182 )
Thereafter ( 30,380 )
Total $ ( 27,506 )
Depreciation and Useful Lives of Real Estate and Intangible Assets. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets or liabilities. The following table reflects the standard depreciable lives typically used to compute depreciation and amortization. However, such depreciable lives may be different based on the estimated useful life of such assets or liabilities.
Description Standard Depreciable Life
Land Not depreciated
Building 40 years
Building Improvements 5 - 40 years
Tenant Improvements Shorter of lease term or useful life
Leasing Costs Lease term
In-place Leases Lease term
Above/Below-Market Leases Lease term
Held for Sale Assets. The Company considers a property to be held for sale when it meets the criteria established under Accounting Standards Codification (“ASC”) 360, Property, Plant and Equipment (See “Note 5 - Held for Sale/Disposed Assets”). 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.
Cash and Cash Equivalents. Cash and cash equivalents consists of cash held in a major banking institution and other highly liquid short-term investments with original maturities of three months or less. Cash equivalents are generally invested in U.S. government securities, government agency securities or money market accounts.
Restricted Cash. Restricted cash includes cash held in escrow in connection with property acquisitions and reserves for certain capital improvements, leasing, interest and real estate tax and insurance payments as required by certain mortgage loan obligations.
The following summarizes the reconciliation of cash and cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash flows (dollars in thousands):
For the Year Ended December 31,
2025 2024 2023
Beginning
Cash and cash equivalents at beginning of year
$ 18,070 $ 165,400 $ 26,393
Restricted cash 282 836 1,690
Cash and cash equivalents and restricted cash 18,352 166,236 28,083
Ending
Cash and cash equivalents at end of year
25,020 18,070 165,400
Restricted cash 568 282 836
Cash and cash equivalents and restricted cash 25,588 18,352 166,236
Net increase (decrease) in cash and cash equivalents and restricted cash $ 7,236 $ ( 147,884 ) $ 138,153
Revenue Recognition. The Company records rental revenue from operating leases on a straight-line basis over the term of the leases and maintains an allowance for estimated losses that may result from the inability of its tenants to make required payments. If tenants fail to make contractual lease payments that are greater than the Company’s allowance for doubtful
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accounts, security deposits and letters of credit, then the Company may have to recognize additional doubtful account charges in future periods. The Company monitors the liquidity and creditworthiness of its tenants on an ongoing basis by reviewing their financial condition periodically as appropriate. Each period the Company reviews its outstanding accounts receivable, including straight-line rents, for doubtful accounts and provides allowances as needed. The Company also records lease termination fees when a tenant has executed a definitive termination agreement with the Company and the payment of the termination fee is not subject to any conditions that must be met or waived before the fee is due to the Company. If a tenant remains in the leased space following the execution of a definitive termination agreement, the applicable termination will be deferred and recognized over the term of such tenant’s occupancy. Tenant expense reimbursement income includes payments and amounts due from tenants pursuant to their leases for real estate taxes, insurance and other recoverable property operating expenses and is recognized as revenues during the same period the related expenses are incurred.
As of December 31, 2025 and 2024, approximately $ 74.0 million and $ 62.9 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $ 6.3 million and $ 3.4 million as of December 31, 2025 and 2024, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.
Deferred Financing Costs. Costs incurred in connection with financings are capitalized and amortized to interest expense using the effective interest method over the term of the related loan. Deferred financing costs associated with the Company’s revolving credit facility are classified as an asset, as a component of other assets in the accompanying consolidated balance sheets, and deferred financing costs associated with debt liabilities are reported as a direct deduction from the carrying amount of the debt liability in the accompanying consolidated balance sheets. Deferred financing costs related to the revolving credit facility and debt liabilities are carried at cost, net of deferred financing costs and net of accumulated amortization in the aggregate of approximately $ 17.4 million and $ 15.2 million as of December 31, 2025 and 2024, respectively.
Mortgage Fair Value Adjustment. Mortgage fair value adjustment represents the excess of the principal debt assumed over the fair value of debt assumed in connection with property acquisitions. The adjustment is being amortized to interest expense over the term of the related debt instrument using the effective interest method. 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). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If it fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the IRS grants it relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. However, the Company believes it is organized and operates in such a manner as to qualify for treatment as a REIT.
ASC 740-10, Income Taxes (“ASC 740-10”) , provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740-10 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold are recorded as a tax expense in the current year. As of December 31, 2025 and 2024, the Company did not have any unrecognized tax benefits and does not believe that there will be any material changes in unrecognized tax positions over the next 12 months. The Company’s tax returns are subject to examination by federal, state and local tax jurisdictions, which as of December 31, 2025, include years 2021 to 2024 for federal purposes.
Stock-Based Compensation and Other Long-Term Incentive Compensation. The Company follows the provisions of ASC 718, Compensation-Stock Compensation, to account for its stock-based compensation plan, which requires that the compensation cost relating to stock-based payment transactions be recognized in the financial statements and that the cost be measured on the fair value of the equity or liability instruments issued. The Company’s 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
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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 (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 LTIP, each participant’s Performance Share award granted will be expressed as a number of shares of common stock and settled in shares of common stock. The grant date fair value of the Performance Share awards will be determined using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period.
Fair Value of Financial Instruments . ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) (See “Note 8 - Fair Value Measurements”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides guidance for using fair value to measure financial assets and liabilities. ASC 820 requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).
Segment Disclosure. ASC 280, Segment Reporting , establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company acquires, owns and operates industrial real estate in six major coastal U.S. markets. The Company invests in several types of industrial real estate, including warehouse/distribution, flex, transshipment, and improved land. The Company’s assets engage in leasing activities that generate revenues and incur operating expenses. Lease terms typically range from three to ten years . As each of the Company’s assets has similar economic characteristics, the assets have been aggregated into one reportable segment.
The accounting policies for the reportable segment are the same as those described above. The Chief Operating Decision Maker (“CODM”) assesses segment performance and decides how to allocate resources based on net income, which is reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.
The CODM is 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 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.
Note 3. Concentration of Credit Risk
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. The Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, the Company’s management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
As of December 31, 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
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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. This results in competition for tenants to occupy space. The existence of competing properties could have a material impact on the Company’s ability to lease space and on the level of rent that can be achieved. The Company had no tenant that accounted for greater than 10% of the Company's annualized base rent for the years ended 2025, 2024 and 2023.
Note 4. 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. This included the assumption of a mortgage loan with a total contractual principal amount of approximately $ 72.9 million which bears interest at a contractual fixed interest rate of 3.9 % and matures in March 2028. Upon acquisition, this mortgage loan was recorded at fair value in the amount of $ 69.2 million using an effective interest rate of 5.6 %. The
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unamortized fair value adjustment was approximately $ 3.6 million as of December 31, 2024. The mortgage loan payable is secured by a property and requires a monthly interest payment until maturity and is generally non-recourse. The total aggregate initial investment, including acquisition costs, was approximately $ 937.9 million, of which $ 523.2 million was recorded to land, $ 356.3 million to buildings and improvements, and $ 58.4 million to intangible assets. Additionally, the Company assumed $ 54.3 million in liabilities.
The following table sets forth the wholly-owned industrial properties the Company acquired during the year ended December 31, 2024:
Property Name Location Acquisition Date Number of
Buildings Square
Feet Purchase Price
(in thousands) 1
13045 SE 32nd Street
Bellevue, WA January 5, 2024 1 16,000 $ 6,500
181 Lombardy Brooklyn, NY March 22, 2024 1 24,000 12,000
Fleet Alexandria, VA April 15, 2024 4 357,000 84,300
Multi-market portfolio of industrial properties 3
Various May 2, 2024 28 1,237,600 364,500
3000 V Street NE
Washington, D.C. August 1, 2024 1 26,000 7,600
48-29 31st Pl Queens, NY December 5, 2024 1 17,000 7,600
280 Richards Street 2
Brooklyn, NY December 11, 2024 1 312,000 156,300
Doral Air Logistics Doral, FL December 27, 2024 3 495,000 195,600
49-15 Maspeth Avenue Queens, NY December 27, 2024 1 33,000 50,100
Total/Weighted Average 41 2,517,600 $ 884,500
1 Excludes intangible liabilities and unamortized mortgage fair value adjustments, if any. The total aggregate initial investment was approximately $ 937.9 million, including $ 11.2 million in capitalized closing costs and acquisition costs and $ 49.5 million in assumed intangible liabilities, $ 3.7 million in assumed unamortized fair value adjustment and $ 3.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties.
2 280 Richards Street is encumbered by a mortgage loan payable with a total contractual principal amount of approximately $ 72.9 million which bears interest at a contractual fixed interest rate of 3.9 % and matures in March 2028. The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $ 69.2 million using an effective interest rate of 5.6 %. The unamortized fair value adjustment as of December 31, 2024 was approximately $ 3.6 million.
3 Includes 28 properties, including 12 buildings located in New York City aggregating approximately 481,500 square feet, 6 buildings located in Northern New Jersey aggregating approximately 343,200 square feet, 3 buildings located in the San Francisco Bay Area aggregating approximately 237,900 square feet and 7 buildings located in Los Angeles aggregating approximately 175,000 square feet.
The Company recorded revenues and net income for the year ended December 31, 2024 of approximately $ 26.0 million and $ 8.2 million, respectively, related to the 2024 acquisitions.
The above assets and liabilities were recorded at fair value, which uses Level 3 inputs. The properties were acquired from unrelated third parties using existing cash on hand, proceeds from property sales, the issuance of common stock and borrowings on the revolving credit facility.
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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. 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:
Property Name Location Total Expected
Investment
(in thousands) 1
(unaudited)
Estimated Post-Development Square Feet
Properties under development or redevelopment:
Countyline Phase IV 2, 4
Countyline Building 32 Hialeah, FL $ 43,400 164,300
Countyline Building 34 Hialeah, FL 55,200 219,900
Countyline Building 35 Hialeah, FL 55,500 219,900
Countyline Building 36 Hialeah, FL 56,200 213,600
Craftsman Circle Hyattsville, MD 57,600 180,300
139th Street 3
Gardena, CA 104,600 223,500
Total $ 372,500 1,221,500
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 “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 This redevelopment property was initially acquired in 2017 for a total initial investment, including closing costs and acquisition costs, of approximately $ 39.9 million. The property was in the operating portfolio until January 2024 when redevelopment commenced. The amount spent to date includes the total initial investment and capital expenditures incurred prior to redevelopment and excludes accumulated depreciation recorded since acquisition. The Company expects a total incremental investment of approximately $ 64.0 million.
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
Investment
(in thousands) 1
(unaudited)
Post-Development
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
49-10 27th Street Long Island City, Queens, NY 35,800 48,000 Q4 2025
Total/Weighted Average $ 117,000 297,500
1 Total investment for the properties includes the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.
The Company capitalized interest associated with development, redevelopment and expansion activities of approximately $ 5.0 million, $ 11.0 million and $ 8.5 million during the years ended December 31, 2025, 2024 and 2023, respectively.
Note 5. Held for Sale/Disposed Assets
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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
San Francisco Bay Area 2 2 24,880 11,842
Seattle 2 1 27,000 7,351
Total 8 15 $ 386,380 $ 238,434
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
Washington, D.C. 1 1 18,000 9,729
Total 4 4 $ 77,100 $ 38,156
Note 6. Debt
The following table summarizes the components of the Company’s indebtedness as of December 31, 2025 and 2024 (dollars in thousands):
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December 31, 2025 December 31, 2024
Margin Above SOFR Interest Rate 1
Contractual Maturity Date
Unsecured Debt:
Credit Facility $ 200,000 $ 82,000 1.1 % 2
4.8 % 1/15/2029
5 -Year Term Loan
100,000 100,000 1.3 % 2
5.0 % 1/15/2027
5 -Year Term Loan
100,000 100,000 1.3 % 2
5.1 % 1/15/2028
$ 50 M 10 -Year Unsecured 3
50,000 50,000 n/a 4.0 % 7/7/2026
$ 50 M 12 -Year Unsecured 3
50,000 50,000 n/a 4.7 % 10/31/2027
$ 100 M 7 -Year Unsecured 3
100,000 100,000 n/a 2.4 % 7/15/2028
$ 100 M 10 -Year Unsecured 3
100,000 100,000 n/a 3.1 % 12/3/2029
$ 125 M 9 -Year Unsecured 3
125,000 125,000 n/a 2.4 % 8/17/2030
$ 50 M 10 -Year Unsecured 3
50,000 50,000 n/a 2.8 % 7/15/2031
Total Unsecured Debt 875,000 757,000
Secured Debt:
280 Richards Street 72,879 72,879 n/a 3.9 % 3/1/2028
Total Secured Debt 72,879 72,879
Total Unsecured and Secured Debt 947,879 829,879
Less: Unamortized fair value adjustment and debt issuance costs ( 4,543 ) ( 6,442 )
Total $ 943,336 $ 823,437
1 Reflects the contractual interest rate under the terms of each loan as of December 31, 2025. Excludes the effects of unamortized debt issuance costs.
2 The interest rates on these loans are the Secured Overnight Financing Rate (“SOFR”) plus a SOFR margin. The SOFR margins will range from 1.10 % to 1.55 % ( 1.10 % as of 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”.
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, 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
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$ 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. The Amended Facility and the Senior Unsecured Notes are not secured by the Company’s properties or by interests in the subsidiaries that hold such properties. The Amended Facility and the Senior Unsecured Notes include a series of financial and other covenants with which the Company must comply. The Company was in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of December 31, 2025 and 2024.
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.
The scheduled principal payments of the Company’s debt as of December 31, 2025 were as follows (dollars in thousands):
Credit
Facility Term Loan Senior
Unsecured
Notes Mortgage
Loan
Payable Total Debt
2026 $ — $ — $ 50,000
$ — $ 50,000
2027 — 100,000 50,000 — 150,000
2028 — 100,000 100,000 72,879 272,879
2029 200,000 — 100,000 — 300,000
2030 — — 125,000 — 125,000
Thereafter — — 50,000 — 50,000
Subtotal 200,000 200,000 475,000 72,879 947,879
Unamortized fair value adjustment — — — ( 2,456 ) ( 2,456 )
Total Debt 200,000 200,000 475,000 70,423 945,423
Deferred financing costs, net — ( 384 ) ( 1,578 ) ( 125 ) ( 2,087 )
Total Debt, net $ 200,000 $ 199,616 $ 473,422 $ 70,298 $ 943,336
Weighted average interest rate 4.8 % 5.1 % 3.0 % 3.9 % 3.9 %
Note 7. Leasing
The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of December 31, 2025. The schedule does not reflect future rental revenues from the renewal or replacement of existing leases and excludes property operating expense reimbursements (dollars in thousands):
2026 $ 335,099
2027 301,360
2028 246,922
2029 193,246
2030 146,896
Thereafter 470,707
Total $ 1,694,230
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Note 8. Fair Value Measurements
ASC 820 requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).
Financial Instruments Disclosed at Fair Value. As of December 31, 2025 and 2024, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these investments or liabilities based on Level 1 inputs. The fair values of the Company’s mortgage loan and Senior Unsecured Notes were estimated by calculating the present value of principal and interest payments, based on borrowing rates available to the Company, which are Level 2 inputs, adjusted with a credit spread, as applicable, and assuming the loans are outstanding through maturity. The fair value of the Company’s Amended Facility approximated its carrying value because the variable interest rates approximate market borrowing rates available to the Company, which are Level 2 inputs.
The following table sets forth the carrying value and the estimated fair value of the Company’s debt as of December 31, 2025 and 2024 (dollars in thousands):
Fair Value Measurement Using
Total Fair Value Quoted Price in
Active Markets
for Identical
Assets and
Liabilities
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Carrying Value
Liabilities
Debt at:
December 31, 2025 $ 917,753 $ — $ 917,753 $ — $ 943,336
December 31, 2024 $ 773,456 $ — $ 773,456 $ — $ 823,437
Note 9. Stockholders’ Equity
The Company’s authorized capital stock consists of 400,000,000 shares of common stock, $ 0.01 par value per share, and 100,000,000 shares of preferred stock, $ 0.01 par value per share. The Company has an at-the-market equity offering program (the “$ 500 Million ATM Program”) pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 500.0 million (approximately $ 157.2 million remaining as of December 31, 2025) in amounts and at times to be determined by the Company from time to time. Prior to the implementation of the $ 500 Million ATM Program, the Company had two previous at-the-market equity offering programs (the "Previous $ 500 Million ATM Program" and the "$ 300 Million ATM Program"), which were substantially utilized as of August 27, 2024 and September 5, 2023, respectively, and are no longer active. Actual sales under the $ 500 Million ATM Program, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company’s common stock, determinations by the Company of the appropriate sources of funding for the Company and potential uses of funding available to the Company. During the year ended December 31, 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.
On March 27, 2024, the Company completed a public offering of 6,325,000 shares of common stock at a price per share of $ 62.00 , which included the underwriters’ full exercise of their option to purchase an additional 825,000 shares. The net proceeds of the offering were approximately $ 387.1 million after deducting the underwriting discount and offering costs of approximately $ 5.0 million. The Company used the net proceeds for acquisitions.
On 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
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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.
In connection with the Annual Meeting of Stockholders on May 6, 2025, the Company granted a total of 14,195 unrestricted shares of the Company's common stock to its independent directors under the 2019 Plan with a grant date fair value per share of $ 56.36 . The grant date fair value of the common stock was determined using the closing price of the Company’s common stock on the date of the grant. The Company recognized approximately $ 0.8 million in compensation costs for the year ended December 31, 2025 related to this issuance.
The Company has a share repurchase program authorizing the Company to repurchase up to 3,000,000 shares of its outstanding common stock from time to time through December 31, 2026. Purchases made pursuant to the program will be made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. As of December 31, 2025, the Company had not repurchased any shares of common stock pursuant to its share repurchase program.
The Company has a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which certain of their cash and equity-based compensation may be deposited. Deferred Compensation Plan assets are held in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of bankruptcy or insolvency. The shares held in the Deferred Compensation Plan are classified within stockholders’ equity in a manner similar to the manner in which treasury stock is classified. Subsequent changes in the fair value of the shares are not recognized. During the years ended December 31, 2025, 2024 and 2023, 36,233 , 0 and 96,874 shares of common stock, respectively, were deposited into the Deferred Compensation Plan. 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. The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to December 31, 2025 ranged from $ 14.20 to $ 78.33 . The fair value of the restricted stock that was granted during the year ended December 31, 2025 was approximately $ 9.3 million and the vesting period for the restricted stock is typically between three and five years . As of December 31, 2025, the Company had approximately $ 16.7 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 3.0 years. The Company recognized compensation costs of approximately $ 7.7 million, $ 6.8 million and $ 6.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to the restricted stock issuances.
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The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date fair value share prices for the years ended December 31, 2025, 2024 and 2023:
Restricted Stock Activity:
Shares Weighted Average Grant
Date Fair Value
Non-vested shares outstanding as of December 31, 2022 356,632 $ 59.58
Granted 132,574 61.58
Forfeited ( 6,989 ) 66.95
Vested ( 63,160 ) 53.64
Non-vested shares outstanding as of December 31, 2023 419,057 $ 60.99
Granted 138,380 63.48
Forfeited ( 16,836 ) 66.98
Vested ( 114,213 ) 55.39
Non-vested shares outstanding as of December 31, 2024 426,388 $ 63.06
Granted 155,279 59.84
Forfeited ( 5,713 ) 62.36
Vested ( 97,731 ) 61.69
Non-vested shares outstanding as of December 31, 2025 478,223 $ 62.30
The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of December 31, 2025:
Non-vested Shares Vesting Schedule Number of Shares
2026 98,401
2027 126,059
2028 96,436
2029 72,609
2030 84,718
Thereafter —
Total Non-vested Shares 478,223
Long-Term Incentive Plan:
As of December 31, 2025, there were three open performance measurement periods for the Performance Share awards: January 1, 2023 to December 31, 2025, January 1, 2024 to December 31, 2026, and January 1, 2025 to December 31, 2027. During the 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):
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Performance Share Period Fair Value on Date of Grant 1
Expense for the Year Ended December 31,
2025 2024 2023
January 1, 2021 - December 31, 2023 $ 4,820 $ — $ — $ 1,608
January 1, 2022 - December 31, 2024 5,618 — 1,744 1,928
January 1, 2023 - December 31, 2025 8,583 2,860 2,670 3,012
January 1, 2024 - December 31, 2026 9,261 3,088 3,070 —
January 1, 2025 - December 31, 2027 9,824 3,275 — —
Total $ 38,106 $ 9,223 $ 7,484 $ 6,548
1 Reflects the fair value on date of grant for all performance shares outstanding at December 31, 2025.
Dividends:
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
March 31, 2025 Common Stock $ 0.49 February 4, 2025 March 27, 2025 April 4, 2025
June 30, 2025 Common Stock $ 0.49 May 6, 2025 June 27, 2025 July 11, 2025
September 30, 2025 Common Stock $ 0.52 August 5, 2025 September 29, 2025 October 10, 2025
December 31, 2025 Common Stock $ 0.52 November 4, 2025 December 15, 2025 January 9, 2026
For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid
March 31, 2024 Common Stock $ 0.45 February 6, 2024 March 28, 2024 April 5, 2024
June 30, 2024 Common Stock $ 0.45 May 7, 2024 June 28, 2024 July 12, 2024
September 30, 2024 Common Stock $ 0.49 August 6, 2024 September 30, 2024 October 11, 2024
December 31, 2024 Common Stock $ 0.49 November 5, 2024 December 13, 2024 January 7, 2025
Note 10. Net Income (Loss) Per Share
Pursuant to ASC 260-10-45, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities , unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method of computing earnings per share allocates earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s non-vested shares of restricted stock are considered participating securities since these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire. The Company had no antidilutive securities or dilutive restricted stock awards outstanding for the three months and years ended December 31, 2025, 2024, and 2023.
In accordance with the Company’s policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the net income (loss) per common share is adjusted for earnings distributed through declared dividends (if any) and allocated to all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method. Under this method, allocations were made to 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.
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Performance Share awards which may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance measurement period are included as contingently issuable shares in the calculation of diluted weighted average common shares of stock outstanding assuming the reporting period is the end of the measurement period, and the effect is dilutive. Diluted shares related to the Performance Share awards were 263,877 , 317,588 and 202,071 for the years ended December 31, 2025, 2024 and 2023, respectively.
Note 11. Commitments and Contingencies
Litigation . The Company is not involved in any material litigation nor, to its knowledge, is any material litigation threatened against it. In the normal course of business, from time to time, the Company may be involved in legal actions relating to the ownership and operations of its properties. Management does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material effect on the consolidated financial position, results of operations or cash flows of the Company.
Contractual Commitments. 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.
Note 12. Subsequent Events
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.
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Terreno Realty Corporation
Schedule III
Real Estate Investments and Accumulated Depreciation
As of December 31, 2025
(in thousands)
Initial Cost
to Company Costs
Capitalized
Subsequent
to
Acquisition Gross Amount Carried
at December 31, 2025
Property Name No. of
Bldgs. Location Encumbrances Land Buildings &
Improvements Land Buildings &
Improvements Total Accumulated
Depreciation Year
Acquired Year
Constructed
Los Angeles
104th Street 1 Los Angeles, CA $ — $ 3,701 $ 976 $ 198 $ 3,701 $ 1,174 $ 4,875 $ 279 2017 1951
5401 West 104th St 1 Los Angeles, CA — 15,721 1,463 164 15,721 1,627 17,348 182 2022 1951
139th Street — Carson, CA — — 15,783 426 — 16,209 16,209 15,843 2017 1965/2003
630 Glasgow 1 Inglewood, CA — 2,245 1,855 866 2,245 2,721 4,966 1,132 2011 1988
747 Glasgow 1 Inglewood, CA — 1,759 1,555 484 1,759 2,039 3,798 837 2014 1981
1150 & 1250 W. Trenton Ave 2 Orange, CA — 7,491 2,488 19 7,491 2,507 9,998 306 2021 1980 & 1971
13020 & 13030 Cerise 2 Hawthorne, CA — 6,986 1,371 2,002 6,986 3,373 10,359 367 2021 1956 & 1958
13025 Cerise 1 Hawthorne, CA — 6,864 1,330 156 6,864 1,486 8,350 183 2021 1955
1201 Foothill Boulevard 1 Azusa, CA — 3,091 941 1 3,091 942 4,033 43 2024 1987
1335 Foothill Boulevard 1 Azusa, CA — 3,368 2,774 243 3,368 3,017 6,385 125 2024 1987
1355-1365 Foothill Boulevard 1 Azusa, CA — 5,145 2,729 187 5,145 2,916 8,061 140 2024 1987
16009-16019 Foothill Boulevard 1 Irwindale, CA — 4,983 2,512 60 4,983 2,572 7,555 115 2024 1985
16033-16037 Foothill Boulevard 1 Irwindale, CA — 4,075 2,567 60 4,075 2,627 6,702 117 2024 1985
16057-16059 Foothill Boulevard 1 Irwindale, CA — 3,982 2,297 274 3,982 2,571 6,553 111 2024 1985
14611 Broadway 1 Gardena, CA — 4,757 1,243 2,027 4,757 3,270 8,027 1,823 2013 1962
4857 W 147th St 1 Hawthorne, CA — 6,185 8,817 850 6,185 9,667 15,852 341 2022 1967
3660 Fee Ana — Anaheim, CA — 14,213 1,147 1,211 14,213 2,358 16,571 356 2022 1966/1993
19601 Hamilton 1 Torrance, CA — 7,409 4,072 1,900 7,409 5,972 13,381 2,717 2011 1985
735-751 Todd Avenue 1 Azusa, CA — 6,176 1,478 104 6,176 1,582 7,758 74 2024 1987
8320-8400 Isis Avenue 1 Los Angeles, CA — 14,963 3,429 457 14,963 3,886 18,849 364 2022 1979
332 Hindry Avenue 1 Inglewood, CA — 6,977 2,800 443 6,977 3,243 10,220 341 2022 1983
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
Anderson 5 Los Angeles, CA — 17,095 1,271 5,567 17,095 6,838 23,933 1,318 2019 1912-1987
Aviation — Inglewood, CA — 9,544 498 1,685 9,544 2,183 11,727 396 2020 2013
Ceres Ave 2 Los Angeles, CA — 4,825 2,833 107 4,825 2,940 7,765 352 2021 2015
Dominguez — Los Angeles, CA — 11,370 1,535 3,597 11,370 5,132 16,502 1,790 2017
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Initial Cost
to Company Costs
Capitalized
Subsequent
to
Acquisition Gross Amount Carried
at December 31, 2025
Property Name No. of
Bldgs. Location Encumbrances Land Buildings &
Improvements Land Buildings &
Improvements Total Accumulated
Depreciation Year
Acquired Year
Constructed
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
Gramercy Place 1 Torrance, CA — 4,846 1,503 546 4,846 2,049 6,895 358 2021 2015
Hawthorne 8 Hawthorne, CA — 17,226 10,069 3,537 17,226 13,606 30,832 3,505 2017 1952/1986
Las Hermanas 1 Compton, CA — 3,330 751 888 3,330 1,639 4,969 883 2014 1970
Lynwood 3 Lynwood, CA — 43,885 — 917 43,885 917 44,802 — 2017 1988
McLaren 1 Irvine, CA — 7,459 668 — 7,459 668 8,127 120 2020 1982
Manhattan Beach 1 Redondo Beach, CA — 7,874 5,641 3,483 7,874 9,124 16,998 2,736 2012 1963/1970
Maple — Rancho Dominguez, CA — 9,371 607 745 9,371 1,352 10,723 427 2020 1978
Maple II — Rancho Dominguez, CA — 14,102 183 495 14,102 678 14,780 374 2021
Maple III — Rancho Dominguez, CA — 24,728 1,637 2,004 24,728 3,641 28,369 199 2022
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
Slauson — Santa Fe Springs, CA — 4,679 697 957 4,679 1,654 6,333 455 2019 1967/1973
19500 South Alameda St — Rancho Dominguez, CA — 30,176 2,364 523 30,176 2,887 33,063 252 2022 1982/1985
South Main 2 Carson, CA — 16,371 7,045 17,519 16,371 24,564 40,935 10,145 2012/2014 2016
South Main III 1 Gardena, CA — 11,521 12,467 1,080 11,521 13,547 25,068 3,426 2017 2016
Telegraph Springs 2 Santa Fe Springs, CA — 7,063 7,236 902 7,063 8,138 15,201 2,157 2017 2007
Vermont 1 Torrance, CA — 10,173 7,105 1,356 10,173 8,461 18,634 1,876 2018 1978
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
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
145-07 156th Street 1 Jamaica, Queens, NY — 1,408 730 90 1,408 820 2,228 33 2024 1963
145-20 157th Street 1 Jamaica, Queens, NY — 14,598 7,707 101 14,598 7,808 22,406 317 2024 1969
145-45 156th Street 1 Jamaica, Queens, NY — 7,909 3,968 32 7,909 4,000 11,909 163 2024 1981
149-39 Guy R. Brewer Boulevard 1 Jamaica, Queens, NY — 3,603 2,127 1 3,603 2,128 5,731 87 2024 1966
149-40 182nd Street 1 Jamaica, Queens, NY — 4,066 1,450 55 4,066 1,505 5,571 62 2024 1989
154-09 146th Avenue 1 Jamaica, Queens, NY — 9,478 1,782 87 9,478 1,869 11,347 79 2024 1994
156-15 146th Avenue 1 Jamaica, Queens, NY — 1,675 226 198 1,675 424 2,099 30 2024 1983
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Initial Cost
to Company Costs
Capitalized
Subsequent
to
Acquisition Gross Amount Carried
at December 31, 2025
Property Name No. of
Bldgs. Location Encumbrances Land Buildings &
Improvements Land Buildings &
Improvements Total Accumulated
Depreciation Year
Acquired Year
Constructed
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
195 Anderson Avenue 1 Moonachie, NJ — 3,577 1,336 — 3,577 1,336 4,913 57 2024 1968
1C Terminal Way 1 Avenel, NJ — 8,671 2,619 363 8,671 2,982 11,653 162 2024 1966
2AB Terminal Way 1 Avenel, NJ — 11,778 10,531 1,504 11,778 12,035 23,813 520 2024 1970
2C Terminal Way 1 Avenel, NJ — 6,466 5,208 300 6,466 5,508 11,974 246 2024 1966
22 Madison 1 Fairfield, NJ — 1,365 1,607 1,209 1,365 2,816 4,181 924 2015 1979
280 Richards Street 1 Red Hook, Brooklyn, NY 72,879 86,445 79,654 — 86,445 79,654 166,099 2,097 2024 2021
48th 3rd and 286 Central 1 Kearny, NJ — 12,061 1,664 2,571 12,061 4,235 16,296 729 2019 1978/1983
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
4AB Engelhard 1 Avenel, NJ — 13,164 8,894 16 13,164 8,910 22,074 370 2024 1966
8AB Engelhard 1 Avenel, NJ — 11,688 10,763 935 11,688 11,698 23,386 582 2024 1966
9th Street 1 Long Island City, NY — 18,410 5,116 5,523 18,410 10,639 29,049 1,295 2023 1939
49th Street 1 Queens, NY — 21,674 2,999 1,435 21,674 4,434 26,108 1,694 2019 1966
50 Kero 2 Carlstadt, NJ — 10,343 3,876 4,607 10,343 8,483 18,826 2,754 2017 1970
51 Kero — Carlstadt, NJ — 3,236 589 869 3,236 1,458 4,694 194 2019 1956-1966
74th North Bergen 1 North Bergen, NJ — 2,933 1,817 1,337 2,933 3,154 6,087 1,198 2016 1973
81 N. Hackensack — Kearny, NJ — 25,901 — 1,263 25,901 1,263 27,164 598 2019
85 Doremus — Newark, NJ — 5,918 513 26 5,918 539 6,457 141 2018
87 Doremus — Newark, NJ — 21,595 550 958 21,595 1,508 23,103 227 2022 N/A
127 Doremus — Newark, NJ — 12,111 430 520 12,111 950 13,061 220 2022 N/A
97 Third Street — Kearny, NJ — 25,580 1,566 1,799 25,580 3,365 28,945 804 2021 1970
190 Morgan 1 Brooklyn, NY — 4,363 249 1,215 4,363 1,464 5,827 354 2021 1969
341 Michele 1 Carlstadt, NJ — 2,372 4,798 1,490 2,372 6,288 8,660 2,337 2013 1973
422 Frelinghuysen — Newark, NJ — 7,682 — 3,136 7,682 3,136 10,818 1,139 2017
465 Meadow 1 Carlstadt, NJ — 713 1,618 346 713 1,964 2,677 689 2013 1972
550 Delancy 1 Newark, NJ — 9,230 4,855 2,437 9,230 7,292 16,522 3,167 2013 1987
620 Division 1 Elizabeth, NJ — 6,491 3,568 7,988 6,491 11,556 18,047 5,159 2011 1980
629 Henry 1 Elizabeth, NJ — 13,734 1,690 778 13,734 2,468 16,202 286 2022 2004
3
Table of Contents
Initial Cost
to Company Costs
Capitalized
Subsequent
to
Acquisition Gross Amount Carried
at December 31, 2025
Property Name No. of
Bldgs. Location Encumbrances Land Buildings &
Improvements Land Buildings &
Improvements Total Accumulated
Depreciation Year
Acquired Year
Constructed
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
Dell 1 Carlstadt, NJ — 6,641 771 516 6,641 1,287 7,928 481 2011 1972
Ethel 2 Piscataway, NJ — 2,748 3,801 2,896 2,748 6,697 9,445 2,503 2013 1981/1984
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
Morgan 2 Brooklyn, NY — 71,051 10,888 7,857 71,051 18,745 89,796 4,535 2019 1960/1980 & 1967
New Dutch 1 Fairfield, NJ — 4,773 2,004 — 4,773 2,004 6,777 629 2017 1976
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
Terminal Way 2 Avenel, NJ — 3,537 3,598 1,803 3,537 5,401 8,938 1,720 2014 1950/1968
Van Dyke 1 Red Hook, Brooklyn, NY — 21,171 3,200 9,154 21,171 12,354 33,525 742 2023 1921
Whelan 1 East Rutherford, NJ — 6,366 5,704 616 6,366 6,320 12,686 1,384 2019 2005
Wilson 1 Newark, NJ — 2,016 484 1,034 2,016 1,518 3,534 693 2016 1970
Woodside 1 Queens, NY — 23,987 3,796 4,148 23,987 7,944 31,931 2,392 2018 2018
San Francisco Bay Area
1200-1220 San Mateo Avenue 1 South San Francisco, CA — 24,488 7,126 1,615 24,488 8,741 33,229 401 2024 1972
20th Street 1 Oakland, CA — 18,092 6,730 2,011 18,092 8,741 26,833 1,923 2019 1970 & 2003
20269-20281 Mack Street 1 Hayward, CA — 8,758 2,395 9 8,758 2,404 11,162 112 2024 1977
238/242 Lawrence 2 South San Francisco, CA — 6,674 2,655 2,958 6,674 5,613 12,287 2,717 2010 1986
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
4
Table of Contents
Initial Cost
to Company Costs
Capitalized
Subsequent
to
Acquisition Gross Amount Carried
at December 31, 2025
Property Name No. of
Bldgs. Location Encumbrances Land Buildings &
Improvements Land Buildings &
Improvements Total Accumulated
Depreciation Year
Acquired Year
Constructed
631 Brennan 1 San Jose, CA — 1,932 2,245 1,786 1,932 4,031 5,963 1,441 2012 1975
3660 Thomas Road 1 Santa Clara, CA — 43,053 13,887 2,131 43,053 16,018 59,071 1,845 2022 1973
Ahern 2 Union City, CA — 3,246 2,749 2,657 3,246 5,406 8,652 2,302 2010 1986
Berryessa — San Jose, CA — 23,057 2,574 827 23,057 3,401 26,458 388 2021
Burroughs 3 San Leandro, CA — 5,400 7,092 1,811 5,400 8,903 14,303 3,339 2014 1966
Caribbean 3 Sunnyvale, CA — 17,483 14,493 4,940 17,483 19,433 36,916 7,366 2012 1980/1981
Carlton Court 1 South San Francisco, CA — 2,036 1,475 922 2,036 2,397 4,433 880 2012 1981
Clawiter 1 Hayward, CA — 5,964 1,159 189 5,964 1,348 7,312 463 2011 1967
East Gish — San Jose, CA — 6,759 726 2 6,759 728 7,487 117 2021 1959
Edison 3 San Leandro, CA — 14,797 2,806 3,669 14,797 6,475 21,272 1,112 2021 1975
Foley Street 2 Hayward, CA — 5,023 3,281 711 5,023 3,992 9,015 568 2021 1976 & 1972
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
Michele 1 South San Francisco, CA — 2,710 2,540 1,325 2,710 3,865 6,575 933 2016 1979
Minnesota and Tennessee 2 San Francisco, CA — 34,738 13,141 4,995 34,738 18,136 52,874 2,930 2019 1963
Morton 4 Newark, CA — 65,640 115,039 4,458 65,640 119,497 185,137 8,513 2023 2020
Old Bayshore — San Jose, CA — 10,244 1,609 415 10,244 2,024 12,268 455 2020 1955
San Clemente 1 Hayward, CA — 5,126 3,938 1,289 5,126 5,227 10,353 1,108 2018 1982
Teagarden 5 San Leandro, CA — 19,172 15,221 914 19,172 16,135 35,307 1,645 2022 1970/1972
West 140th 2 San Leandro, CA — 9,578 6,297 4,757 9,578 11,054 20,632 3,083 2016 1959
Whitney 3 San Leandro, CA — 13,821 9,016 2,961 13,821 11,977 25,798 2,934 2018 1974
Wicks 1 San Leandro, CA — 2,224 298 125 2,224 423 2,647 130 2018 1976
Central Pacific Business Park I 1 Union City, CA — 6,629 11,088 2,022 6,629 13,110 19,739 4,433 2014 1989
Central Pacific Business Park II 4 Union City, CA — 13,642 23,658 8,440 13,642 32,098 45,740 11,935 2015 2015
Seattle
1st ave 1 Seattle, WA — 29,441 30,537 9,261 29,441 39,798 69,239 7,317 2018 1937 & 1967
13045 SE 32nd Street 1 Bellevue, WA — 5,982 536 912 5,982 1,448 7,430 136 2024 1979
33rd Place 2 Bellevue, WA — 10,655 3,930 144 10,655 4,074 14,729 488 2022 1968-2009
6th Ave South 1 Seattle, WA — 7,215 8,670 499 7,215 9,169 16,384 1,796 2020 1960
68th Kent 2 Kent, WA — 7,465 2,263 220 7,465 2,483 9,948 334 2021 1976
84th Kent — Kent, WA — 4,552 136 331 4,552 467 5,019 101 2020 1963 & 2000
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
5
Table of Contents
Initial Cost
to Company Costs
Capitalized
Subsequent
to
Acquisition Gross Amount Carried
at December 31, 2025
Property Name No. of
Bldgs. Location Encumbrances Land Buildings &
Improvements Land Buildings &
Improvements Total Accumulated
Depreciation Year
Acquired Year
Constructed
3401 Lind 1 Renton, WA — 2,999 6,707 1,517 2,999 8,224 11,223 2,696 2014 1984/2012
4225 2nd Avenue 1 Seattle, WA — 4,236 4,049 2,412 4,236 6,461 10,697 2,087 2015 1957
4930 3rd Avenue South 1 Seattle, WA — 3,984 2,424 1,202 3,984 3,626 7,610 1,254 2016 1964
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
Auburn 1307 1 Auburn, WA — 4,253 5,034 881 4,253 5,915 10,168 2,098 2014 2002
Dawson 1 Seattle, WA — 3,902 278 654 3,902 932 4,834 359 2017 1964
East Valley 1 Renton, WA — 2,693 2,959 443 2,693 3,402 6,095 754 2018 1991
East Marginal — Renton, WA — 2,618 380 198 2,618 578 3,196 206 2019 1991
Hudson 1 Seattle, WA — 4,471 912 323 4,471 1,235 5,706 262 2020 2006
Kent 188 1 Kent, WA — 3,251 4,719 3,411 3,251 8,130 11,381 3,310 2010 1979
Kent 190 1 Kent, WA — 4,560 5,561 1,522 4,560 7,083 11,643 2,385 2015 1992/1999
Kent 192 1 Kent, WA — 12,752 20,642 533 12,752 21,175 33,927 4,069 2020
Kent 202 1 Kent, WA — 5,761 9,114 5,252 5,761 14,366 20,127 4,684 2015 1981
Kent 216 1 Kent, WA — 3,672 5,408 1,145 3,672 6,553 10,225 2,432 2014 1996
Kent Corporate Park 4 Kent, WA — 5,032 6,916 3,896 5,032 10,812 15,844 3,857 2015 1980/1981
Lucile 1 Seattle, WA — 4,498 3,504 1,738 4,498 5,242 9,740 1,709 2017 1976
Lund 1 Auburn, WA — 2,573 4,399 673 2,573 5,072 7,645 1,443 2016 1999
Occidental Avenue 3 Seattle, WA — 12,550 3,300 1,420 12,550 4,720 17,270 729 2021 1988
Olympic 1 Tukwila, WA — 1,499 1,431 742 1,499 2,173 3,672 1,006 2015 1978
MLK 9801 — Seattle, WA — 14,388 1,360 429 14,388 1,789 16,177 180 2021
MLK 9845 — Seattle, WA — 14,436 531 95 14,436 626 15,062 101 2021
MLK 9600 — Seattle, WA — 20,849 1,395 1,492 20,849 2,887 23,736 945 2021 1957
NE 91st 2 Redmond, WA — 7,944 1,866 27 7,944 1,893 9,837 182 2022 1986/1987
SeaTac 8th Avenue 1 Burien, WA — 2,501 4,020 2,454 2,501 6,474 8,975 2,617 2013 1988
SW 16th Street — Renton, WA — 6,251 2,001 1,579 6,251 3,580 9,831 338 2021 1962
SW 34th 1 Renton, WA — 2,912 3,289 540 2,912 3,829 6,741 1,494 2014 1996/2010
Valley Corporate 2 Kent, WA — 5,264 9,096 3,739 5,264 12,835 18,099 5,430 2011 1987
Woodinville 1 Woodinville, WA — 12,490 12,244 573 12,490 12,817 25,307 1,325 2021 1996
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
8660 Willows Road — Redmond, WA — 18,034 2,180 1,422 18,034 3,602 21,636 502 2022 1987
Miami
26th Street 1 Miami, FL — 3,444 4,558 1,272 3,444 5,830 9,274 2,287 2012 1973
48th Avenue 2 Miami Gardens, FL — 4,322 2,187 1,053 4,322 3,240 7,562 1,145 2011 1987
6
Table of Contents
Initial Cost
to Company Costs
Capitalized
Subsequent
to
Acquisition Gross Amount Carried
at December 31, 2025
Property Name No. of
Bldgs. Location Encumbrances Land Buildings &
Improvements Land Buildings &
Improvements Total Accumulated
Depreciation Year
Acquired Year
Constructed
70th Avenue 1 Miami, FL — 1,434 2,333 469 1,434 2,802 4,236 1,125 2011 1999
70th Avenue II 1 Miami, FL — 2,152 3,418 1,122 2,152 4,540 6,692 1,354 2016 1969
70th Avenue III 1 Miami, FL — 2,543 3,167 848 2,543 4,015 6,558 1,143 2016 1974
70th Avenue IV 1 Miami, FL — 1,119 1,456 728 1,119 2,184 3,303 578 2017 1969
70th Avenue V 1 Miami, FL — 5,036 3,419 2,438 5,036 5,857 10,893 1,275 2017 1974
73rd Street 2 Miami, FL — 6,130 13,932 617 6,130 14,549 20,679 1,627 2021 2022
74th Avenue 1 Miami, FL — 2,327 3,538 1,103 2,327 4,641 6,968 1,386 2016 1986
81st Street 2 Medley, FL — 2,938 5,242 2,088 2,938 7,330 10,268 2,732 2015 1996/2003
94th Avenue 1 Doral, FL — 3,000 3,580 3,366 3,000 6,946 9,946 1,238 2017 1989
107th Avenue 1 Medley, FL — 2,787 2,036 933 2,787 2,969 5,756 1,358 2013 2001
101st Road 1 Medley, FL — 2,647 3,258 1,074 2,647 4,332 6,979 1,836 2013 2012
131st Street 1 Medley, FL — 2,903 5,729 1,595 2,903 7,324 10,227 2,432 2014 1999
7045 NW 46th St 1 Miami, FL — 2,517 2,261 227 2,517 2,488 5,005 283 2022 1986
8050 NW 90th St — Medley, FL — 18,612 2,067 3,503 18,612 5,570 24,182 839 2022 N/A
12950 SW South River 1 Medley, FL — 1,971 4,029 1,520 1,971 5,549 7,520 1,455 2016 2000
Countyline #24 & #25 2 Hialeah, FL — 15,552 27,898 6,643 15,552 34,541 50,093 5,668 2021 2021 & 2021
Countyline #26 1 Hialeah, FL — 11,826 24,407 4,958 11,826 29,365 41,191 4,380 2021 2021
Countyline #27 & #28 2 Hialeah, FL — 18,595 49,052 9,847 18,595 58,899 77,494 9,092 2021 2021 & 2021
Countyline #29 & #30 2 Hialeah, FL — 19,370 52,925 5,020 19,370 57,945 77,315 5,436 2022 2022
Countyline 31 1 Hialeah, FL — 13,425 28,576 1,707 13,425 30,283 43,708 1,322 2023 2024
Countyline 33 1 Hialeah, FL — 12,020 28,215 164 12,020 28,379 40,399 360 2023 2025
Countyline 38 1 Hialeah, FL — 36,898 67,304 319 36,898 67,623 104,521 3,802 2023 2024
Countyline 39 1 Hialeah, FL — 14,647 29,337 56 14,647 29,393 44,040 1,406 2023 2024
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.
25th Place NE 1 Washington, D.C. — 7,845 4,932 282 7,845 5,214 13,059 366 2023 2023
75th Ave 5 Landover, MD — 10,658 18,615 7,310 10,658 25,925 36,583 8,776 2014 1987/1990
2920 V Street 1 Washington, D.C. — 2,248 1,670 1,642 2,248 3,312 5,560 880 2017 1958
3000 V Street NE 1 Washington, D.C. — 5,171 2,745 997 5,171 3,742 8,913 168 2024 1960
3601 Pennsy 1 Landover, MD — 2,331 4,375 1,780 2,331 6,155 8,486 2,592 2013 1996
4230 Forbes 1 Lanham, MD — 1,736 2,395 1,529 1,736 3,924 5,660 1,270 2013 2003
4501 46th Street — Bladensburg, MD — 9,576 1,984 1,154 9,576 3,138 12,714 382 2021 1955
7
Table of Contents
Initial Cost
to Company Costs
Capitalized
Subsequent
to
Acquisition Gross Amount Carried
at December 31, 2025
Property Name No. of
Bldgs. Location Encumbrances Land Buildings &
Improvements Land Buildings &
Improvements Total Accumulated
Depreciation Year
Acquired Year
Constructed
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. — 67,132 41,299 21,972 67,132 63,271 130,403 22,362 2015 1955/1963
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 market value adjustment ( 2,456 )
Unamortized net deferred financing costs ( 125 )
Intangible assets 223,546 131,613
Total 308 $ 70,298 $ 3,020,445 $ 1,920,193 $ 408,697 $ 3,020,445 $ 2,328,890 $ 5,572,881 $ 531,839
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
8
Table of Contents
Terreno Realty Corporation
Schedule III
Real Estate Investments and Accumulated Depreciation – (Continued)
As of December 31, 2025
(in thousands)
A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2025 and 2024 is as follows:
2025
2024
Investment in Properties
Balance at beginning of year $ 5,121,910 $ 4,047,840
Acquisition of properties 728,519 937,908
Disposition of properties ( 166,200 ) ( 31,755 )
Construction in progress 64,557 129,564
Properties held for sale ( 3,658 ) ( 7,715 )
Improvements, net of write-offs 45,108 46,068
Balance at end of year $ 5,790,236 $ 5,121,910
2025
2024
Accumulated Depreciation
Balance at beginning of year $ 466,553 $ 384,480
Amortization of lease intangible assets 26,559 20,368
Depreciation expense 84,870 71,704
Accumulated depreciation on properties held for sale ( 1,314 ) ( 1,457 )
Disposition of properties and write-offs ( 44,829 ) ( 8,542 )
Balance at end of year $ 531,839 $ 466,553
9
Table of Contents
Exhibit Index
Exhibit
Number
Exhibit Description
3.1 Articles of Amendment and Restatement of Registrant, as amended (previously filed as Exhibit 3.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference).
3.2 Articles Supplementary for Registrant’s 7.75% Series A Cumulative Redeemable Preferred Stock (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on July 19, 2012 and incorporated herein by reference).
3.3 Articles Supplementary (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K on February 9, 2017 and incorporated herein by reference).
3.4 Amended and Restated Bylaws of Registrant (previously filed as Exhibit 3.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference).
3.5 First Amendment to Amended and Restated Bylaws of Registrant (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K on February 9, 2017 and incorporated herein by reference).
4.1 Specimen Common Stock Certificate of Registrant (previously filed as Exhibit 4.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-11 on January 15, 2010 and incorporated herein by reference).
4.2 Description of Securities of Registrant (previously filed as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K on February 6, 2020 and incorporated herein by reference).
10.1+ Amended and Restated Severance Agreement between Registrant and W. Blake Baird, dated as of February 18, 2014 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated herein by reference).
10.2+ Amended and Restated Severance Agreement between Registrant and Michael A. Coke dated as of February 18, 2014 (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated herein by reference).
10.3+ Severance Agreement between Registrant and Jaime J. 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+ 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).
10.6+ 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).
10.8+ Form of Indemnification Agreement between Registrant and its Directors and Executive Officers (previously filed as Exhibit 10.6 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference).
10.9+ Amended and Restated Long-Term Incentive Plan of Registrant effective as of January 1, 2019 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on January 14, 2019 and incorporated by reference herein).
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
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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).
10.12 First Amendment, dated as of June 29, 2022, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on July 5, 2022 and incorporated herein by reference).
10.13 Second Amendment, dated as of September 2, 2022, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on September 6, 2022 and incorporated herein by reference).
10.14 Third Amendment, dated as of September 24, 2024, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, KeyBanc Capital Markets, PNC Capital Markets LLC, Regions Capital Markets, U.S. Bank National Association, The Huntington National Bank and Citizens National Bank, N.A., as joint lead arrangers for the Revolving Loans, PNC Bank, National Association, Regions Bank, U.S. Bank National Association, The Huntington National Bank and Citizens National Bank, N.A., as co-syndication agents for the Revolving Loans, KeyBanc Capital Markets, PNC Capital Markets LLC, Regions Capital Markets and U.S. Bank National Association, as joint lead arrangers for the Term A Loans, PNC Bank, National Association, Regions Bank and U.S. Bank National Association, as co-syndication agents for the Term A Loans, KeyBanc Capital Markets, PNC Capital Markets LLC and Regions Capital Markets, as joint lead arrangers for the Term B Loans, PNC Bank, National Association and Regions Bank as co-syndication agents for the Term B Loans, and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 30, 2024 and incorporated herein by reference).
10.15 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).
10.17 Note Purchase Agreement, dated as of September 1, 2015, 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 September 8, 2015 and incorporated herein by reference).
10.18 Note Purchase Agreement, dated as of September 12, 2019, 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 September 18, 2019 and incorporated herein by reference).
10.19+ Severance Agreement between the Registrant and John T. Meyer, dated as of February 18, 2014 (previously filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K on February 8, 2017 and incorporated herein by reference).
10.20+ Deferred Compensation Plan of Registrant (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on November 8, 2019 and incorporated herein by reference).
10.21 Note Purchase Agreement, dated as of May 13, 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 May 18, 2021 and incorporated herein by reference).
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).
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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.
23* Consent of Independent Registered Public Accounting Firm.
24.1* Power of Attorney (included on the signature page to this Annual Report on Form 10-K).
31.1* Rule 13a-14(a)/15d-14(a) Certification dated February 4, 2026.
31.2* Rule 13a-14(a)/15d-14(a) Certification dated February 4, 2026.
31.3* Rule 13a-14(a)/15d-14(a) Certification dated February 4, 2026.
32.1** 18 U.S.C. § 1350 Certification dated February 4, 2026.
32.2** 18 U.S.C. § 1350 Certification dated February 4, 2026.
32.3** 18 U.S.C. § 1350 Certification dated February 4, 2026.
97 Terreno Realty Corporation Compensation Recovery Policy (previously filed as Exhibit 97 to the Registrant's Annual Report on Form 10-K on February 7, 2024 and incorporated herein by reference).
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* Inline XBRL Taxonomy Definition Linkbase Document
104* Cover Page Interactive Data File (formatted as inline XBRL and with applicable taxonomy extension information contained in Exhibits 101.*)
________________
* Filed herewith.
** Furnished herewith.
+ Exhibit is a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 4, 2026.
Terreno Realty Corporation
By: /s/ W. Blake Baird
W. Blake Baird
Chairman and Chief Executive Officer
Power of Attorney
We, the undersigned directors of Terreno Realty Corporation hereby severally constitute and appoint W. Blake Baird and Michael A. Coke, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all amendments to this report, and generally to do all things in our names and on our behalf in such capacities to enable Terreno Realty Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ W. Blake Baird Chairman, Chief Executive Officer
and Director
(Principal Executive Officer) February 4, 2026
W. Blake Baird
/s/ Michael A. Coke President and Director February 4, 2026
Michael A. Coke
/s/ Jaime J. Cannon Executive Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer) February 4, 2026
Jaime J. Cannon
/s/ Gary N. Boston Director February 4, 2026
Gary N. Boston
/s/ LeRoy E. Carlson Director February 4, 2026
LeRoy E. Carlson
/s/ Paul J. Donahue, Jr. Director February 4, 2026
Paul J. Donahue, Jr.
/s/ Constance von Muehlen Director February 4, 2026
Constance von Muehlen
/s/ Irene H. Oh Director February 4, 2026
Irene H. Oh
/s/ Douglas M. Pasquale Director February 4, 2026
Douglas M. Pasquale
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.