What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 129 added, 188 removed, 437 unchanged (42% of the section changed)

3 unchanged sentences

(in thousands – except share and per share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Investments in real estate

25 unchanged sentences

Common stock:

$ 0.01 par value, 400,000,000 shares authorized, and 102,861,798 and 99,238,003 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

$ 0.01 par value, 400,000,000 shares authorized, and 105,717,386 and 103,571,992 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

Additional paid-in capital

1 unchanged sentence

Common stock held in deferred compensation plan:

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

589,823 and 527,547 shares at March 31, 2026 and December 31, 2025, respectively.

( 36,551 ) ( 32,847 )

6 unchanged sentences

(in thousands – except share and per share data)

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

2025 2024 2025 2024

For the Three Months Ended March 31,

Rental revenues and tenant expense reimbursements $ 124,440 $ 110,420

10 unchanged sentences

Gain on sales of real estate investments 27,214 11,842

Total other income (expense) 55,414 ( 2,553 ) 110,102 ( 373 )

Total other income 18,741 5,138

Net income 69,434 48,126

10 unchanged sentences

(in thousands – except share data)

Nine months ended September 30, 2025:

Three months ended March 31, 2026:

Common Stock Additional

5 unchanged sentences

2,159,845 22 132,986 — — — 133,008

Forfeiture of common stock related to employee awards ( 6,608 ) — — — — — —

Common shares acquired related to employee awards ( 19,013 ) — ( 2,334 ) — — — ( 2,334 )

5 unchanged sentences

Balance as of March 31, 2026 105,717,386 1,059 $ 4,027,821 589,823 $ ( 36,551 ) $ 303,266 $ 4,295,595

Net income — — — — — 93,273 93,273

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

14,195 — — — — — —

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

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

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

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

Common stock dividends ($ 0.49 per share)

— — — — — ( 50,629 ) ( 50,629 )

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

Net income — — — — — 103,376 103,376

Common shares acquired related to employee awards ( 22,446 ) — ( 1,293 ) — — — ( 1,293 )

Issuance of restricted stock 84,718 — — — — — —

Stock-based compensation — — 4,276 — — — 4,276

Common stock dividends ($ 0.52 per share)

— — — — — ( 53,767 ) ( 53,767 )

Balance as of September 30, 2025 102,861,798 $ 1,030 $ 3,842,726 533,423 $ ( 33,217 ) $ 185,041 $ 3,995,580

Nine months ended September 30, 2024:

Three months ended March 31, 2025:

Common Stock Additional

5 unchanged sentences

3,547,563 36 233,346 — — — 233,382

Forfeiture of common stock related to employee awards ( 9,324 ) — — — — — —

Common shares acquired related to employee awards ( 23,185 ) — ( 1,942 ) — — — ( 1,942 )

3 unchanged sentences

— — — — — ( 50,625 ) ( 50,625 )

Deposits to deferred compensation plan ( 36,233 ) — 2,120 36,233 ( 2,120 ) — —

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

Net income — — — — — 35,696 35,696

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

11,385 1 — — — — 1

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

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

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

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

Common stock dividends ($ 0.45 per share)

— — — — — ( 43,529 ) ( 43,529 )

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

Net income — — — — — 36,639 36,639

Issuance of common stock, net of issuance costs of $ 3,088

2,976,266 30 201,341 — — — 201,371

Common shares acquired related to employee awards ( 32,650 ) — ( 2,306 ) — — — ( 2,306 )

Issuance of restricted stock 71,170 — — — — — —

Stock-based compensation — — 3,777 — — — 3,777

Common stock dividends ($ 0.49 per share)

— — — — — ( 48,871 ) ( 48,871 )

Balance as of September 30, 2024 99,227,029 $ 994 $ 3,594,034 508,663 $ ( 31,788 ) $ 68,055 $ 3,631,295

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

2 unchanged sentences

(in thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

25 unchanged sentences

Payments on credit facility ( 215,000 ) ( 132,000 )

Payments on senior unsecured notes — ( 100,000 )

Borrowings on term loans payable 200,000 —

Payment of deferred financing costs ( 1,848 ) —

3 unchanged sentences

Net increase in cash and cash equivalents and restricted cash

62,972 138,774

Cash and cash equivalents and restricted cash at beginning of period

7 unchanged sentences

Non-cash issuance of common stock to the deferred compensation plan ( 3,704 ) ( 2,120 )

Lease liability arising from recognition of right-of-use asset — 2,264

Reconciliation of cash paid for property acquisitions

4 unchanged sentences

Terreno Realty Corporation

Condensed Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements

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

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

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

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

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

As of March 31, 2026, the Company owned 310 buildings (including two buildings held for sale) aggregating approximately 19.9 million square feet, 46 improved land parcels consisting of approximately 147.0 acres and five 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.

25 unchanged sentences

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

If the asset carrying value is not supported on an undiscounted

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

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

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

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

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

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

6 unchanged sentences

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

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

There were no impairment charges recorded to the carrying values of the Company’s properties during the three months ended March 31, 2026 or 2025.

Property Acquisitions.

12 unchanged sentences

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

The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $ 5.9 million and $ 4.6 million for the three months ended September 30, 2025 and 2024, respectively, and approximately $ 16.3 million and $ 12.4 million for the nine months ended September 30, 2025 and 2024, respectively.

The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $ 5.3 million and $ 5.0 million for the three months ended March 31, 2026 and 2025, 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 September 30, 2025 was 7.7 years.

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

September 30, 2025 December 31, 2024

The remaining weighted average lease term related to these intangible assets and liabilities as of March 31, 2026 was 7.5 years.

As of March 31, 2026 and December 31, 2025, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands):

March 31, 2026 December 31, 2025

Gross Accumulated

8 unchanged sentences

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

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

However, such depreciable lives may be different

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

Description Standard Depreciable Life

16 unchanged sentences

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

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash and cash equivalents at beginning of period

15 unchanged sentences

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

As of September 30, 2025 and December 31, 2024, approximately $ 73.4 million and $ 62.9 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $ 6.0 million and $ 3.4 million as of September 30, 2025 and December 31, 2024, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.

As of March 31, 2026 and December 31, 2025, approximately $ 83.4 million and $ 74.0 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $ 5.2 million and $ 6.3 million as of March 31, 2026 and

December 31, 2025, respectively, were included as a component of other assets in the accompanying consolidated balance sheets.

Deferred Financing Costs.

1 unchanged sentence

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

Deferred financing costs related to the revolving credit facility and debt liabilities are carried at cost, net of deferred financing costs and net of accumulated amortization in the aggregate of approximately $ 16.9 million and $ 15.2 million as of September 30, 2025 and December 31, 2024, respectively.

Deferred financing costs related to the revolving credit facility and debt liabilities are carried at cost, net of deferred financing costs and net of accumulated amortization in the aggregate of approximately $ 18.1 million and $ 17.4 million as of March 31, 2026 and December 31, 2025, respectively.

Mortgage Fair Value Adjustment.

1 unchanged sentence

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

The net unamortized fair value mortgage adjustment as of September 30, 2025 and December 31, 2024 was approximately $ 2.7 million and $ 3.6 million, respectively, and was included as a component of mortgage loans payable in the accompanying consolidated balance sheets.

The net unamortized fair value mortgage adjustment as of March 31, 2026 and December 31, 2025 was approximately $ 2.2 million and $ 2.5 million, respectively, and was included as a component of mortgage loans payable in the accompanying consolidated balance sheets.

Income Taxes.

9 unchanged sentences

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

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

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

As of March 31, 2026 and December 31, 2025, the Company did not have any unrecognized tax benefits and does not believe that there will be any material changes in unrecognized tax positions over the next 12 months.

The Company’s tax returns are subject to examination by federal, state and local tax jurisdictions, which as of March 31, 2026, include years 2022 to 2025 for federal purposes.

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

8 unchanged sentences

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.

The grant date fair value of the Performance Share awards will be determined using a Monte Carlo simulation model on the date of grant and recognized on a straight-line basis over the performance period.

Fair Value of Financial Instruments .

26 unchanged sentences

However, the Company’s management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

As of September 30, 2025, the Company owned 68 buildings aggregating approximately 4.1 million square feet and 13 improved land parcels consisting of approximately 62.3 acres located in New York City/Northern New Jersey, which accounted for a combined percentage of approximately 28.1 % of its annualized base rent.

Such annualized base rent is based on contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements as of September 30, 2025, multiplied by 12.

As of March 31, 2026, the Company owned 69 buildings aggregating approximately 3.6 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 26.3 % of its annualized base rent.

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

1 unchanged sentence

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

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

The Company had no tenant that accounted for greater than 10% of the Company's annualized base rent as of March 31, 2026.

Investments in Real Estate

During the three months ended September 30, 2025, the Company acquired two industrial properties and one portfolio of industrial properties with a total initial investment, including acquisition costs, of approximately $ 485.5 million, of which $ 319.0 million was recorded to land, $ 146.4 million to buildings and improvements, and $ 20.1 million to intangible assets.

Additionally, the Company assumed $ 7.4 million in liabilities.

During the nine months ended September 30, 2025, the Company acquired eight industrial properties and one portfolio of industrial properties with a total initial investment, including acquisition costs, of approximately $ 638.3 million, of which $ 438.7 million was recorded to land, $ 171.3 million to buildings and improvements, and $ 28.3 million to intangible assets.

Additionally, the Company assumed $ 34.3 million in liabilities.

The Company recorded revenues and net income for the three months ended September 30, 2025 of approximately $ 4.9 million and $ 2.2 million, respectively, and recorded revenues and net income for the nine months ended September 30, 2025 of approximately $ 5.4 million and $ 2.4 million, respectively, related to the 2025 acquisitions.

During the three months ended September 30, 2024, the Company acquired one industrial property with a total initial investment, including acquisition costs, of approximately $ 7.9 million, of which $ 5.2 million was recorded to land and $ 2.7 million to buildings and improvements.

During the nine months ended September 30, 2024, the Company acquired four industrial properties and one portfolio of industrial properties, with a total initial investment, including acquisition costs, of approximately $ 499.4 million, of which $ 318.2 million was recorded to land, $ 149.8 million to buildings and improvements, and $ 31.4 million to intangible assets.

Additionally, the Company assumed $ 22.4 million in liabilities.

The Company recorded revenues and net income for the three months ended September 30, 2024 of approximately $ 9.1 million and $ 2.8 million, respectively, and recorded revenues and net income for the nine months ended September 30, 2024 of approximately $ 15.6 million and $ 5.6 million, respectively, related to the 2024 acquisitions.

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

During the three months ended March 31, 2026, the Company acquired two industrial properties with a total initial investment, including acquisition costs, of approximately $ 103.2 million, of which $ 48.9 million was recorded to land and $ 54.3 million to buildings and improvements.

One property was acquired shell complete only and the Company will permit and construct interior finishes.

Upon acquisition, this property was placed into redevelopment with a total expected investment of approximately $ 103.4 million.

The Company recorded both revenues and net income of approximately $ 0.1 million for the three months ended March 31, 2026 related to the 2026 acquisitions.

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

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

The purchase price for each acquisition was allocated to the individual acquired assets and liabilities based on their relative fair values.

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

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

Additionally, the Company owned approximately 10.7 acres of land for future development that, upon completion, will consist of one building of approximately 0.2 million square feet.

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

As of March 31, 2026, the Company had five properties under development or redevelopment that, upon completion, will consist of five buildings aggregating approximately 0.9 million square feet.

The following table summarizes certain information with respect to the properties under development or redevelopment as of March 31, 2026:

Property Name Location Total Expected

9 unchanged sentences

Hialeah, FL 56,200 213,600

Paterson Plank III

Carlstadt, NJ 35,200 47,300

Queens, NY 40,200 47,500

139th Street 3

Gardena, CA 104,600 223,500

Total $ 332,800 916,100

Land for future development:

Countyline Phase IV 2

Countyline Phase IV Land

Hialeah, FL $ 58,400 219,700

Craftsman Circle

Hyattsville, MD 57,600 180,300

Whitestone Logistics

College Point, Queens, NY 103,400 80,600

Total $ 323,800 914,300

1 Excludes below-market lease adjustments recorded at acquisition.

1 Excludes below-market lease adjustments recorded at acquisition, if any.

Total expected investment for the properties includes 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.

1 unchanged sentence

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.

During 2025, the Company completed the development or redevelopment of two properties.

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

3 This development was completed on April 13, 2026.

During the first quarter of 2026, the Company completed the development of one property.

The following table summarizes certain information with respect to the development property completed during the three months ended March 31, 2026:

Property Name Location Total Expected

1 unchanged sentence

Post-Development Square Feet Completion Quarter

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

Countyline Building 32 Hialeah, FL $ 43,400 164,300 Q1 2026

Total $ 81,200 249,500

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, renovation or expansion activities of approximately $ 1.4 million and $ 2.7 million during the three months ended September 30, 2025 and 2024, respectively, and approximately $ 3.8 million and $ 8.7 million during the nine months ended September 30, 2025 and 2024, respectively.

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

The Company capitalized interest associated with development, redevelopment, renovation or expansion activities of approximately $ 1.5 million and $ 1.3 million during the three months ended March 31, 2026 and 2025, respectively.

Held for Sale/Disposed Assets

1 unchanged sentence

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

As of September 30, 2025, the Company had one property held for sale.

The property consists of two buildings located in the New York City/Northern New Jersey market (net book value of approximately $ 30.4 million and net liabilities of approximately $ 0.2 million) and was sold on October 6, 2025 for a sales price of approximately $ 144.2 million.

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

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

As of March 31, 2026, the Company had two properties held for sale.

These properties consisted of one building located in the Los Angeles market (net book value of approximately $ 16.7 million and net liabilities of approximately $ 0.3 million), which sold on April 7, 2026 for a sales price of approximately $ 31.1 million, and one building in the New York City/Northern New Jersey market (net book value of approximately $ 2.3 million and net liabilities of $ 34,000 ).

The following table summarizes the properties sold by the Company during the three months ended March 31, 2026 (dollars in thousands):

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

Los Angeles 1

Miami 1 6 82,300 55,534

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

Seattle 2 1 27,000 7,351

1 2 231,000 $ 44,000 $ 20,731

Washington, D.C.

1 1 56,000 11,100 6,483

Total 2 3 287,000 $ 55,100 $ 27,214

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

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

Seattle 1 1 $ 11,000 $ 5,715

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

September 30, 2025 December 31, 2024

1 The disposition activity above includes the 139th Street redevelopment property that was previously in the development portfolio.

This property was sold prior to being moved to the operating portfolio.

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

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

San Francisco Bay Area 2 2 88,000 $ 24,880 $ 11,842

The following table summarizes the components of the Company’s indebtedness as of March 31, 2026 and December 31, 2025 (dollars in thousands):

March 31, 2026 December 31, 2025

Margin Above SOFR Interest Rate 1

9 unchanged sentences

4.8 % 1/15/2028

5-Year Term Loan

200,000 — 1.2 % 2

4.8 % 1/15/2031

$ 50 M 10 -Year Unsecured 3

17 unchanged sentences

Total $ 942,047 $ 943,336

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

1 Reflects the contractual interest rate under the terms of each loan as of March 31, 2026.

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 September 30, 2025) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of September 30, 2025) for the term loans, depending on the ratio of 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.

2 As described below, the interest rates on these loans are the Secured Overnight Financing Rate (“SOFR”) plus a SOFR margin.

3 Collectively, the “Senior Unsecured Notes”.

The Company’s Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) consists of a $ 600.0 million revolving credit facility that matures in January 2029, a $ 100.0 million term loan that matures in January 2027 and a $ 100.0 million term loan that matures in January 2028.

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

On January 7, 2026, the Company entered into the Fourth Amendment (the “Fourth Amendment”) to the Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) in order to, among other things, add a $ 200.0 million term loan maturing in January 2031.

Additionally, the 10 basis point SOFR credit spread adjustment premium was eliminated on all credit facility borrowings, including term loans.

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.

As of March 31, 2026, there were no outstanding borrowings on the revolving credit facility and $ 400.0 million of borrowings outstanding on the term loans.

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.

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

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

The aggregate amount of the Amended Facility may be increased by up to an additional $ 1.0 billion to a maximum aggregate amount not to exceed $ 2.0 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.

Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $ 600.0 million revolving credit facility, the $ 100.0 million term loan maturing in January 2027, 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.

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 September 30, 2025) for the revolving credit facility and 1.25 % to 1.75 % ( 1.25 % as of September 30, 2025) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.

The applicable SOFR margin will range from 1.00 % to 1.45 % ( 1.00 % as of March 31, 2026) for the revolving credit facility and 1.15 % to 1.65 % ( 1.15 % as of March 31, 2026) 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.

The Amended Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15 % to 0.30 %, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value.

2 unchanged sentences

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

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

As of September 30, 2025, the Company had one mortgage loan payable totaling approximately $ 70.0 million, net of deferred financing costs of $ 0.1 million and unamortized fair value adjustment of approximately $ 2.7 million, which bore interest at a weighted average fixed annual rate of 3.9 %.

The Company was in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of March 31, 2026 and December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company had one mortgage loan payable totaling approximately $ 70.6 million and $ 70.3 million, respectively, net of deferred financing costs of $ 0.1 million and $ 0.1 million, respectively, and unamortized fair value adjustment of approximately $ 2.2 million and $ 2.5 million, respectively, which bore interest at a weighted average fixed annual rate of 3.9 %.

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

As of December 31, 2024, the Company had one mortgage loan payable totaling approximately $ 69.1 million, net of deferred financing costs of $ 0.2 million and unamortized fair value adjustment of approximately $ 3.6 million.

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

The scheduled principal payments of the Company’s debt as of March 31, 2026 were as follows (dollars in thousands):

Facility Term Loan Senior

12 unchanged sentences

Total Debt, net $ — $ 397,911 $ 473,539 $ 70,597 $ 942,047

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

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

Weighted average interest rate n/a 4.8 % 3.0 % 3.9 % 3.8 %

The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of March 31, 2026.

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):

5 unchanged sentences

Financial Instruments Disclosed at Fair Value.

As of September 30, 2025 and December 31, 2024, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these investments or liabilities based on Level 1 inputs.

The fair values of the Company’s mortgage loan and Senior Unsecured Notes were estimated by calculating the present value of principal and interest payments, based on borrowing rates available to the Company, which are Level 2 inputs, adjusted with a credit spread, as applicable, and assuming the loans are outstanding through maturity.

As of March 31, 2026 and December 31, 2025, 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 September 30, 2025 and December 31, 2024 (dollars in thousands):

The following table sets forth the carrying value and the estimated fair value of the Company’s debt as of March 31, 2026 and December 31, 2025 (dollars in thousands):

Fair Value Measurement Using

5 unchanged sentences

(Level 3) Carrying Value

September 30, 2025 $ 995,932 $ — $ 995,932 $ — $ 1,022,861

March 31, 2026 $ 918,192 $ — $ 918,192 $ — $ 942,047

December 31, 2025 $ 917,753 $ — $ 917,753 $ — $ 943,336

1 unchanged sentence

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

The Company has an at-the-market equity offering program (the “$ 500 Million ATM Program”) pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 500.0 million (approximately $ 200.8 million remaining as of September 30, 2025) in amounts and at times to be determined by the Company from time to time.

Prior to the implementation of the $ 500 Million ATM Program, the Company had a previous at-the-market equity offering program (the “Previous $ 500 Million ATM Program”), which was substantially utilized as of August 27, 2024 and is no longer active.

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 $ 491.4 million remaining as of March 31, 2026) in amounts and at times to be determined by the Company from time to time.

Prior to the implementation of the $ 500 Million ATM Program, the Company had a previous at-the-market equity offering program (the "Previous $ 500 Million ATM Program"), which was substantially utilized as of February 16, 2026 and is no longer active.

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

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

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

During the three and nine months ended September 30, 2024, the Company issued an aggregate of 2,976,266 and 5,329,544 shares, respectively, of common stock at a weighted average offering price of $ 68.70 and $ 66.62 per share, respectively, under the Previous $ 500 Million ATM Program and the $ 500 Million ATM Program, resulting in net proceeds or approximately $ 201.5 million and $ 349.9 million, respectively, and paying total compensation to the applicable sales agents of approximately $ 3.0 million and $ 5.1 million, respectively.

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.

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 nine months ended September 30, 2025 related to this issuance.

During the three months ended March 31, 2026, the Company issued an aggregate of 2,081,288 shares of common stock at a weighted average offering price of $ 64.85 per share under the Previous $ 500 Million ATM Program and the $ 500 Million ATM Program, resulting in net proceeds of approximately $ 133.0 million and paying total compensation to the applicable sales agents of approximately $ 2.0 million.

During the three months ended March 31, 2025, the Company issued an aggregate of 3,506,371 shares of common stock at a weighted average offering price of $ 67.71 per share under the Previous $ 500 Million ATM Program, resulting in net proceeds of approximately $ 234.0 million, and paying total compensation to the applicable sales agents of approximately $ 3.4 million.

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.

2 unchanged sentences

The program may be suspended or discontinued at any time.

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

As of March 31, 2026, 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.

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

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

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

During the three months ended March 31, 2026 and 2025, 62,276 and 36,233 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.

During both the three months ended March 31, 2026 and 2025, no shares of common stock were withdrawn from the Deferred Compensation Plan.

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

As of September 30, 2025, there were 2,258,368 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the 2025 Plan, of which 2,163,391 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 September 30, 2025 ranged from $ 14.20 to $ 78.33 .

The fair value of the restricted stock that was granted during the three and nine months ended September 30, 2025 was approximately $ 4.7 million and $ 9.0 million, respectively, and the vesting period for the restricted stock is typically between three and five years .

As of September 30, 2025, the Company had approximately $ 18.4 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 3.1 years.

The Company recognized compensation costs of approximately $ 2.0 million and $ 1.8 million for the three months ended September 30, 2025 and 2024, respectively, and approximately $ 5.7 million and $ 5.0 million for the nine months ended September 30, 2025 and 2024, respectively, related to the restricted stock issuances.

The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date fair value share prices for the nine months ended September 30, 2025:

As of March 31, 2026, 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 1,998,494 were remaining and available for issuance.

The grant date

fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to March 31, 2026 ranged from $ 14.20 to $ 78.33 .

The fair value of the restricted stock that was granted during the three months ended March 31, 2026 was approximately $ 4.6 million and the vesting period for the restricted stock is typically between three and five years .

As of March 31, 2026, the Company had approximately $ 18.8 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 2.8 years.

The Company recognized compensation costs of approximately $ 2.0 million and $ 1.9 million for the three months ended March 31, 2026, and 2025, respectively, related to the restricted stock issuances.

Restricted Stock Activity:

5 unchanged sentences

Vested ( 52,893 ) 66.15

Non-vested shares outstanding as of September 30, 2025 473,905 $ 62.34

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

Non-vested shares outstanding as of March 31, 2026 492,168 $ 61.90

The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of March 31, 2026:

Non-vested Shares Vesting Schedule Number of Shares

Remainder of 2026 46,946

Thereafter 84,718

Total Non-vested Shares 492,168

Long-Term Incentive Plan:

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

As of March 31, 2026, there were three open performance measurement periods for the Performance Share awards:

January 1, 2024 to December 31, 2026, January 1, 2025 to December 31, 2027, and January 1, 2026 to December 31, 2028.

During the nine months ended September 30, 2025, the Company issued 41,192 shares of common stock at a price of $ 58.51 per share related to the Performance Share awards for the performance period from January 1, 2022 to December 31, 2024.

The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2022 and includes the forfeiture of certain of the Performance Share awards during 2024 (dollars in thousands):

During the three months ended March 31, 2026, the Company issued 78,557 shares of common stock at a price of $ 59.10 per share related to the Performance Share awards for the performance period from January 1, 2023 to December 31, 2025.

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

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

Performance Share Period Fair Value on Date of Grant 1

Expense for the Three Months Ended September 30,

Expense for the Nine Months Ended September 30,

2025 2024 2025 2024

Expense for the Three Months Ended March 31,

January 1, 2023 - December 31, 2025 8,583 — 715

3 unchanged sentences

Total $ 38,624 $ 2,504 $ 2,306

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

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

1 Reflects the fair value on date of grant for all performance shares outstanding at March 31, 2026.

The following table sets forth the cash dividends paid or payable per share during the three months ended March 31, 2026:

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

March 31, 2026 Common Stock $ 0.52 February 3, 2026 March 27, 2026 April 10, 2026

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

Net Income (Loss) Per Share

3 unchanged sentences

The Company’s non-vested shares of restricted stock are considered participating securities since these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire.

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

The Company had no antidilutive securities or dilutive restricted stock awards outstanding for the three months ended March 31, 2026, and 2025.

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

Under this method, allocations were made to 497,868 and 445,765 of weighted average unvested restricted shares outstanding for the three months ended March 31, 2026 and 2025, respectively.

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

Diluted shares related to the Performance Share awards were 223,796 and 309,002 for the three months ended September 30, 2025 and 2024, respectively, and 221,880 and 344,356 for the nine months ended September 30, 2025 and 2024, respectively.

Diluted shares related to the Performance Share awards were 312,312 and 279,089 for the three months ended March 31, 2026 and 2025, respectively.

Commitments and Contingencies

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

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

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

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

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

As of May 5, 2026, the Company had two outstanding contracts with third-party sellers to acquire two industrial properties for a total purchase price of approximately $ 24.4 million.

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

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

Subsequent Events

On October 6, 2025, the Company sold one industrial property in South Brunswick, NJ, for a total sales price of approximately $ 144.2 million (net book value of approximately $ 30.4 million).

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

On October 15, 2025, the Company acquired one industrial property in South San Francisco, CA, for a total purchase price of approximately $ 5.6 million.

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

On October 31, 2025, the Company executed a lease for 226,000 square feet in Newark, California.

The lease commenced November 1, 2025 and will expire May 2036.

To facilitate the new lease, the Company terminated, effective October 31, 2025, the in-place lease that was set to expire June 2030 and the Company received a $ 13.5 million early termination payment from the prior tenant.

Additionally, for the three-months ended December 31, 2025, the write-off of the below-market lease and straight-line rent related to the early termination of the prior lease will result in a net increase in revenue of approximately $ 4.4 million and the write-off of intangible assets will result in a net increase in depreciation and amortization expense of approximately $ 4.8 million.

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

On April 7, 2026, the Company sold one industrial property in Torrance, CA, for a total sales price of approximately $ 31.1 million (net book value of approximately $ 16.7 million and net liabilities of approximately $ 0.3 million).

The property was held for sale as of March 31, 2026.

On April 13, 2026, the Company completed the development of Countyline Building 34 in Hialeah, Florida.

Countyline Building 34 consists of one approximately 220,000 square foot industrial building with a total investment of approximately $ 55.3 million.

The building is 100% leased through October 2031.

On May 5, 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 July 10, 2026 to the stockholders of record as of the close of business on June 26, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements