Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We caution investors that forward-looking statements are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “project”, “result”, “should”, “will”, “seek”, “target”, “see”, “likely”, “position”, “opportunity”, “outlook”, “potential”, “future” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors, that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.
Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:
• the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 4, 2026, in this Quarterly Report on Form 10-Q, and in our other public filings;
• our ability to identify and acquire industrial properties on terms favorable to us;
• general volatility of the capital markets and the market price of our common stock;
• adverse economic or real estate conditions or developments in the industrial real estate sector and/or in the markets in which we own properties;
• a decline in economic activity or supply chain disruptions caused by geopolitical changes, trade polices, tariffs or related government actions;
• our dependence on key personnel and our reliance on third-party property managers;
• our inability to comply with the laws, rules and regulations applicable to companies, and in particular, public companies;
• our ability to manage our growth effectively;
• tenant bankruptcies and defaults on, or non-renewal of, leases by tenants;
• decreased rental rates or increased vacancy rates;
• elevated interest rates and operating costs;
• declining real estate valuations and impairment charges;
• our expected leverage, our failure to obtain necessary outside financing, and existing and future debt service obligations;
• our ability to make distributions to our stockholders;
• our failure to successfully hedge against interest rate increases;
• our failure to successfully operate acquired properties;
• risks relating to our real estate development, redevelopment, renovation and expansion strategies and activities (including elevated inflation, supply chain disruptions and construction delays);
• the impact of any future pandemic, epidemic or outbreak of any highly infectious disease on our business, financial condition and results of operations and that of our tenants;
• the use of artificial intelligence, which could present risks and challenges that may adversely impact our business and operating results or that of our tenants;
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• risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems;
• our failure to qualify or maintain our status as a real estate investment trust (“REIT”), and possible adverse changes to tax laws;
• uninsured or underinsured losses and costs relating to our properties or that otherwise result from future litigation;
• environmental uncertainties and risks related to natural disasters;
• financial market fluctuations; and
• changes in real estate and zoning laws and increases in real property tax rates.
Overview
Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, “we”, “us”, “our”, “our Company”, or “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. We invest in several types of industrial real estate, including warehouse/distribution (approximately 80.5% of our total annualized base rent as of March 31, 2026), flex (including light industrial and research and development, or R&D) (approximately 3.0%), transshipment (approximately 6.3%) and improved land (approximately 10.2%). We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. As of March 31, 2026, we owned a total of 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. As of March 31, 2026, our buildings and improved land parcels were approximately 96.3% and 96.6% leased, respectively, to 681 customers, the largest of which accounted for approximately 4.8% of our total annualized base rent. See “Item 1 – Our Investment Strategy – Industrial Facility General Characteristics” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a general description of these types of industrial real estate.
We are an internally managed Maryland corporation and elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with our taxable year ended December 31, 2010.
The following table summarizes by type our investments in real estate as of March 31, 2026:
Type Number of Buildings or Improved Land Parcels Annualized Base Rent (in thousands) 1
% of Total
Warehouse/distribution 273 $ 296,227 80.5 %
Flex 15 11,195 3.0 %
Transshipment 22 23,094 6.3 %
Improved land 46 37,630 10.2 %
Total 356 $ 368,146 100.0 %
1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of March 31, 2026, multiplied by 12.
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The following table summarizes by market our investments in real estate as of March 31, 2026:
New York City/Northern New Jersey Los Angeles Miami San Francisco Bay Area Seattle Washington, D.C. Total/Weighted Average
Investments in Real Estate
Number of Buildings 69 61 42 57 54 27 310
Rentable Square Feet 3,584,297 2,626,216 4,824,001 3,208,407 3,557,125 2,124,857 19,924,903
% of Total 18.0 % 13.2 % 24.2 % 16.1 % 17.9 % 10.6 % 100.0 %
Occupancy % as of March 31, 2026
91.2 % 100.0 % 93.2 % 99.3 % 98.6 % 98.6 % 96.3 %
Annualized Base Rent (in thousands) 1
$ 81,153 $ 46,336 $ 61,491 $ 57,543 $ 50,184 $ 33,809 $ 330,516
% of Total 24.6 % 14.0 % 18.6 % 17.4 % 15.2 % 10.2 % 100.0 %
Annualized Base Rent 1 Per Occupied Square Foot
$ 24.83 $ 17.64 $ 13.67 $ 18.06 $ 14.31 $ 16.13 $ 17.23
Weighted Average Remaining Lease Term (Years) 2
3.8 5.7 5.3 3.5 2.8 2.4 4.0
Investments in Improved Land
Number of Land Parcels 14 13 3 5 9 2 46
Acres 62.8 28.8 9.9 14.4 23.8 7.3 147.0
% of Total 42.7 % 19.6 % 6.7 % 9.8 % 16.2 % 5.0 % 100.0 %
Occupancy % as of March 31, 2026
99.2 % 96.1 % 100.0 % 100.0 % 85.7 % 100.0 % 96.6 %
Annualized Base Rent (in thousands) 1
$ 15,574 $ 9,873 $ 2,294 $ 3,137 $ 5,289 $ 1,463 $ 37,630
% of Total 41.4 % 26.2 % 6.1 % 8.3 % 14.1 % 3.9 % 100.0 %
Annualized Base Rent 1 Per Occupied Square Foot
$ 5.74 $ 8.18 $ 5.33 $ 4.98 $ 5.95 $ 4.61 $ 6.06
Weighted Average Remaining Lease Term (Years) 2
3.1 3.1 7.9 4.7 4.9 7.3 4.1
Total Investments in Real Estate and Improved Land
Annualized Base Rent (in thousands) 1
$ 96,727 $ 56,209 $ 63,785 $ 60,680 $ 55,473 $ 35,272 $ 368,146
% of Total Annualized Base Rent 1
26.3 % 15.3 % 17.3 % 16.5 % 15.0 % 9.6 % 100.0 %
Gross Book Value (in thousands) 3
$ 1,546,830 $ 854,173 $ 1,262,402 $ 854,164 $ 890,825 $ 479,191 $ 5,887,585
% of Total Gross Book Value 26.3 % 14.5 % 21.4 % 14.5 % 15.1 % 8.2 % 100.0 %
1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of March 31, 2026, multiplied by 12.
2 Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of March 31, 2026, weighted by the respective square footage.
3 Includes five properties under development or redevelopment that, upon completion, will consist of five buildings aggregating approximately 0.9 million square feet and two buildings held for sale with a gross book value of approximately $23.4 million.
As of March 31, 2026, we owned five properties under development or redevelopment that, upon completion, will consist of five buildings aggregating approximately 0.9 million square feet, with a total expected investment of approximately $323.8 million, including redevelopment costs, capitalized interest and other costs.
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The following table summarizes our capital expenditures incurred during the three months ended March 31, 2026 and 2025 (dollars in thousands):
For the Three Months Ended March 31,
2026 2025
Operating portfolio:
Recurring capital expenditures
$ 12,298 $ 8,531
Non-recurring capital expenditures 1
8,164 2,118
Total
20,462 2
10,649 2
Properties under development and redevelopment:
Development, redevelopment, renovation and expansion expenditures 19,816 20,291
Capitalized interest 3
1,521 1,308
Total
$ 21,337 4
$ 21,599 4
1 Consists of costs incurred related to leasing acquired vacancy, renovation, and expansion projects (stabilization capital).
2 Includes a net increase in accrued capital expenditures for the operating portfolio of approximately $6.5 million during the three months ended March 31, 2026 and a net decrease of approximately $8.2 million during the three months ended March 31, 2025.
3 Consists of capitalized interest associated with development, redevelopment, renovation and expansion activities. We do not capitalize any general and administrative costs associated with these activities.
4 Includes a net increase in accrued capital expenditures for properties under development and redevelopment of approximately $10.7 million during the three months ended March 31, 2026 and a net decrease of approximately $7.4 million during the three months ended March 31, 2025.
Our industrial properties are typically subject to leases on a “triple net basis,” in which tenants pay their proportionate share of real estate taxes, insurance and operating costs, or are subject to leases on a “modified gross basis,” in which tenants pay expenses over certain threshold levels. In addition, approximately 96.9% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years. We monitor the liquidity and creditworthiness of our tenants on an ongoing basis by reviewing outstanding accounts receivable balances, and as provided under the respective lease agreements, review the tenant’s financial condition periodically as appropriate. As needed, we hold discussions with the tenant’s management about their business and we conduct site visits of the tenant’s operations.
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Our top 20 customers based on annualized base rent as of March 31, 2026 are as follows:
Customer Leases Rentable
Square Feet % of Total
Rentable
Square Feet Improved Land Acreage Annualized
Base Rent
(in thousands) 1
% of Total
Annualized
Base Rent 2
1 Amazon.com
5 783,880 3.9 % — $ 17,662 4.8 %
2 FedEx Corporation
6 645,677 3.3 % 7.7 7,839 2.1 %
3 United States Government
8 316,796 1.6 % — 5,893 1.6 %
4 Quanta Manufacturing Nashville LLC
1 225,861 1.1 % — 4,879 1.3 %
5 Imperial Bag & Paper Co LLC
1 505,729 2.5 % — 4,870 1.3 %
6 Danaher
3 171,707 0.9 % — 4,739 1.3 %
7 District of Columbia
8 245,888 1.2 % — 3,803 1.0 %
8 Fisica Inc. (previously L3 Harris Applied Technologies, Inc.)
1 279,032 1.4 % 2.3 3,755 1.0 %
9 MD Turbines Inc.
2 284,161 1.4 % — 3,701 1.0 %
10 International Cargo Terminals Inc.
1 31,601 0.2 % — 3,606 1.0 %
11 Motivate LLC
3 101,234 0.5 % — 3,169 0.9 %
12 Home Depot U.S.A., Inc.
1 134,400 0.7 % — 2,905 0.8 %
13 Impulse Space, Inc.
1 103,200 0.5 % — 2,848 0.8 %
14 Sentury Tire USA Inc.
1 161,787 0.8 % — 2,805 0.8 %
15 Costco-Innovel Solutions LLC
2 328,716 1.6 % 2.8 2,760 0.7 %
16 Lucid USA, Inc.
1 161,680 0.8 % — 2,756 0.7 %
17 Port Kearny Security, Inc.
1 733,943 3.7 % 16.9 2,635 0.7 %
18 Sarcona Management Corporation
2 222,157 1.1 % 4.9 2,505 0.7 %
19 F. W. Webb Company
1 33,414 0.2 % — 2,478 0.7 %
20 B&B Granite Block Sales, LLC
1 313,632 1.6 % 7.2 2,430 0.7 %
Total 50 5,784,495 29.0 % 41.8 $ 88,038 23.9 %
1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of March 31, 2026, multiplied by 12.
2 Total annualized base rent is calculated as contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements, as of March 31, 2026, multiplied by 12.
The following tables summarize the anticipated lease expirations for leases in place as of March 31, 2026, without giving effect to the exercise of unexercised renewal options or termination rights, if any, at or prior to the scheduled expirations:
Buildings:
Year Rentable Square Feet % of Total Rentable
Square Feet Annualized Base Rent
(in thousands) 2
% of Total Annualized
Base Rent 3
Remainder of 2026 1
2,862,730 14.4 % $ 46,304 11.0 %
2027 2,826,860 14.2 % 48,768 11.6 %
2028 2,680,733 13.5 % 55,146 13.1 %
2029 2,935,117 14.7 % 59,922 14.3 %
2030 2,049,453 10.3 % 37,161 8.9 %
Thereafter 5,825,804 29.2 % 129,289 30.9 %
Total 19,180,697 96.3 % $ 376,590 89.8 %
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Improved Land Parcels:
Year Improved Land Acreage % of Total Improved Land Acreage Annualized Base Rent
(in thousands) 2
% of Total Annualized
Base Rent 3
Remainder of 2026 4
16.0 10.9 % $ 4,583 1.1 %
2027 11.0 7.5 % 3,663 0.9 %
2028 27.6 18.8 % 7,883 1.9 %
2029 14.1 9.6 % 3,394 0.8 %
2030 30.7 20.9 % 8,595 2.0 %
Thereafter 42.6 28.9 % 14,793 3.5 %
Total 142.0 96.6 % $ 42,911 10.2 %
Total Buildings and Improved Land Parcels:
Year Total Annualized Base Rent (in thousands) 3
% of Total Annualized Base Rent 3
Remainder of 2026 5
$ 50,887 12.1 %
2027 52,431 12.5 %
2028 63,029 15.0 %
2029 63,316 15.1 %
2030 45,756 10.9 %
Thereafter 144,082 34.4 %
Total $ 419,501 100.0 %
1 Includes leases that expire on or after March 31, 2026 and month-to-month leases totaling approximately 52,458 square feet. Approximately 1.1 million square feet of the space expiring during 2026 has either been renewed or pre-leased as of March 31, 2026.
2 Annualized base rent is calculated as contractual monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of March 31, 2026, multiplied by 12.
3 Total annualized base rent is calculated as contractual monthly base rent per the leases at expiration, for all buildings and/or improved land parcels, excluding any partial or full rent abatements, as of March 31, 2026, multiplied by 12.
4 Includes leases that expire on or after March 31, 2026.
5 Includes leases that expire on or after March 31, 2026 and month-to-month leases disclosed in footnotes 1 and 4 of the table.
Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. As of March 31, 2026, leases representing approximately 12.1% of the total annualized base rent of our portfolio are scheduled to expire during the remainder of the year ending December 31, 2026. We currently expect that, on average, the rental rates we are likely to achieve on new (re-leased) or renewed leases for our remaining 2026 expirations will be above the rates currently being paid for the same space. Cash rent changes on new and renewed leases totaling approximately 0.7 million square feet and 7.2 acres of improved land commencing during the three months ended March 31, 2026 were approximately 22.4% higher as compared to the previous rental rates for that same space. We had a tenant retention ratio for the operating portfolio of 72.6% for the three months ended March 31, 2026. We had a tenant retention ratio for the improved land portfolio of 45.8% for the three months ended March 31, 2026. We define tenant retention ratio as the square footage or acreage of all leases commenced during the period that are rented by existing tenants divided by the square footage or acreage of all expiring leases during the reporting period. The square footage or acreage of tenants that default or buy-out prior to expiration of their lease and short-term leases of less than one year are not included in the calculation.
Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or that our properties will be re-leased at all or at rental rates equal to or above the current average rental rates. Further, re-leased/renewed rental rates in a particular market may not be consistent with rental rates across our portfolio as a whole and re-leased/renewed rental rates for particular properties within a market may not be consistent with rental rates across our portfolio within a particular market, in each case due to a number of factors, including local real estate conditions, local supply and demand for industrial space, the condition of the property, the impact of leasing incentives, including free rent and tenant improvements, and whether the property, or space within the property, has been redeveloped.
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Recent Developments
Acquisition Activity
During the three months ended March 31, 2026, we acquired two industrial properties, for a total purchase price of approximately $101.8 million. The properties were acquired from unrelated third parties using existing cash on hand and proceeds from dispositions. The following table sets forth the industrial properties we acquired during the three months ended March 31, 2026:
Property Name Location Acquisition Date Number of
Buildings Square
Feet Purchase Price
(in thousands) 1
Stabilized
Cap Rate 2
Whitestone Logistics 3
College Point, Queens, NY February 18, 2026 1 81,000 $ 92,000 5.4 %
175 Canal Street West Bronx, NY February 20, 2026 1 38,000 9,800 5.3 %
Total/Weighted Average 2 119,000 $ 101,800 5.4 %
1 Excludes intangible liabilities. The total aggregate initial investment was approximately $103.2 million, including $1.4 million in capitalized closing costs and acquisition costs.
2 Stabilized capitalization rates, referred to herein as stabilized cap rates, are calculated, at the time of acquisition, as annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. Total acquisition cost basis for the property includes the initial purchase price, the effects of marking assumed debt to market, buyer’s due diligence and closing costs, estimated near-term capital expenditures and leasing costs necessary to achieve stabilization. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other public filings.
3 Upon acquisition, this property was placed into redevelopment to construct interior finishes with a total expected investment of approximately $103.4 million.
Development and Redevelopment Activity
As of March 31, 2026, we 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 Total Expected
Investment
(in thousands) 1
Amount Spent to Date (in thousands) 2
Estimated
Stabilized Cap
Rate 3
Estimated Post-Development Square Feet Estimated
Stabilization
Quarter % Pre-leased March 31, 2026
Properties under development or redevelopment:
Countyline Phase IV 4
Countyline Building 34 5
$ 55,300 $ 52,500 5.7 % 219,900 Q2 2026 100.0 %
Countyline Building 35 51,300 29,300 6.0 % 219,900 Q4 2026 100.0 %
Countyline Building 36 56,200 41,600 5.8 % 213,600 Q1 2027 100.0 %
Craftsman Circle
57,600 52,300 5.2 % 180,300 Q4 2027 — %
Whitestone Logistics
103,400 93,800 5.4 % 80,600 Q3 2027 — %
Total/Weighted Average $ 323,800 $ 269,500 5.6 % 914,300 71.5 %
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.
2 Excludes below-market lease adjustments recorded at acquisition, if any.
3 Estimated stabilized cap rates, referred to herein as estimated stabilized cap rates, are calculated as estimated annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. We define cash basis net operating income for the property as net operating
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income excluding straight-line rents and amortization of lease intangibles. These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other public filings.
4 “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 our 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.
5 This development was completed on April 13, 2026.
During the three months ended March 31, 2026, we 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
Investment (in
thousands) 1
Estimated
Stabilized Cap
Rate 2
Post-Development Square Feet Completion Quarter
Countyline Building 32 Hialeah, FL $ 43,400 6.0 % 164,300 Q1 2026
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.
2 Estimated stabilized cap rates are calculated as estimated annualized cash basis net operating income for the properties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other public filings.
We capitalized interest associated with development, redevelopment and expansion activities of approximately $1.5 million and $1.3 million during the three months ended March 31, 2026 and 2025.
Disposition Activity
The following table summarizes the properties we sold 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
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
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 summarizes the condensed results of operations of the properties sold during the three months ended March 31, 2026 (dollars in thousands):
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For the Three Months Ended March 31,
2026 2025
Rental revenues $ 1,218 $ 787
Tenant expense reimbursements 205 262
Property operating expenses (252) (272)
Depreciation and amortization (664) (1,708)
Income (loss) from operations $ 507 $ (931)
Credit Facility
On January 7, 2026, we 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. See “Note 6 - Debt” in our condensed notes to the consolidated financial statements for more information regarding the Amended Facility.
ATM Program
We have an at-the-market equity offering program (the “$500 Million ATM Program”) pursuant to which we 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 us from time to time. Prior to the implementation of the $500 Million ATM Program, we 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 us from time to time, including, among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us. During the three months ended March 31, 2026, we 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.
Share Repurchase Program
We have a share repurchase program authorizing us to repurchase up to 3,000,000 shares of our outstanding common stock from time to time through December 31, 2026. Purchases made pursuant to this program, if any, 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 us in our 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 March 31, 2026, we had not repurchased any shares of our common stock pursuant to our share repurchase program.
Dividend and Distribution Activity
On May 5, 2026, our Board of Directors declared a cash dividend in the amount of $0.52 per share of our common stock payable on July 10, 2026 to the stockholders of record as of the close of business on June 26, 2026.
Contractual Commitments
As of May 5, 2026, we had two outstanding contracts with third-party sellers to acquire two industrial properties for a total purchase price of approximately $24.4 million. There is no assurance that we will acquire the properties under contract because the proposed acquisitions are subject to due diligence and various closing conditions.
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As of May 5, 2026, we had executed three non-binding access agreements or letters of intent with third-party sellers to acquire three industrial properties for a total anticipated purchase price of approximately $132.1 million. In the normal course of our business, we enter into non-binding access agreements and letters of intent to purchase properties from third parties that may obligate us to make payments or perform other obligations upon the occurrence of certain events, including the execution of a purchase and sale agreement and satisfactory completion of various due diligence matters. There can be no assurance that we will enter into a purchase and sale agreement with respect to these properties or otherwise complete any such prospective purchases on the terms described or at all.
Inflation
The U.S. economy experienced a significant increase in inflation rates in recent years. A wide variety of industries and sectors have been, and may continue to be, affected by increasing commodity prices. In recent years, inflation has increased construction costs, including tenant improvements and capital projects, goods and labor, and operating costs. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, leases with respect to approximately 65.6% of our total rentable square feet and improved land acreage expire within five years, which enables us to seek to replace existing leases with new leases at the then-existing market rate.
Trade Policies, Tariffs and Related Government Actions
There have been significant changes, and continue to be ongoing discussion and commentary regarding potential significant changes, to U.S. and foreign trade policies, tariffs, non-tariff barriers and related government actions. Such changes and potential changes have created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, tariffs and related government actions. These developments, or the perception that certain potential developments could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between certain foreign countries and the United States. Any of these impacts could depress economic activity, including consumption, and have a material adverse effect on the businesses of our current and future tenants as well as on our business, financial condition and results of operations.
Financial Condition and Results of Operations
We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants. Approximately 96.9% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.
Our primary cash expenses consist of our property operating expenses, which include: real estate taxes, repairs and maintenance, management expenses, insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses, acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense, primarily on our revolving credit facility, term loans, mortgage loan and senior unsecured notes.
Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions at various times during the course of such periods. The results of operations of any acquired property are included in our financial statements as of the date of its acquisition.
The analysis of our results below for the three months ended March 31, 2026 and 2025 includes the changes attributable to same store properties. The same store pool for the comparison of the three months ended March 31, 2026 and 2025 includes all properties that were owned and in operation as of March 31, 2026 and since January 1, 2025 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of March 31, 2026. As of March 31, 2026, the same store pool consisted of 280 buildings aggregating approximately 17.5 million square feet representing approximately 87.8% of our total square feet owned and 44 improved land parcels consisting of approximately 146.4 acres representing approximately 99.6% of our total acreage owned. As of March 31, 2026, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2026 and 2025 or which were held for sale or in development or redevelopment as of March 31, 2026, consisted of 30 buildings aggregating approximately 2.4 million square feet, two improved land parcels consisting of approximately 0.6 acres and five properties under development or redevelopment. As of March 31, 2026 and 2025, our consolidated same store pool occupancy was approximately 97.6% and 96.4%, respectively.
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Our future financial condition and results of operations, including rental revenues, straight-line rents and amortization of lease intangibles, may be impacted by the acquisitions of additional properties, and expenses may vary materially from historical results.
Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025:
For the Three Months Ended March 31,
2026 2025 $ Change % Change
(Dollars in thousands)
Rental revenues 1
Same store $ 85,450 $ 79,797 $ 5,653 7.1 %
Non-same store operating properties 2
13,092 6,477 6,615 102.1 %
Total rental revenues 98,542 86,274 12,268 14.2 %
Tenant expense reimbursements 1
Same store 23,093 22,409 684 3.1 %
Non-same store operating properties 2
2,805 1,737 1,068 61.5 %
Total tenant expense reimbursements 25,898 24,146 1,752 7.3 %
Total revenues 124,440 110,420 14,020 12.7 %
Property operating expenses
Same store 27,503 26,756 747 2.8 %
Non-same store operating properties 2
4,294 2,011 2,283 113.5 %
Total property operating expenses 31,797 28,767 3,030 10.5 %
Net operating income 3
Same store 81,040 75,450 5,590 7.4 %
Non-same store operating properties 2
11,603 6,203 5,400 87.1 %
Total net operating income $ 92,643 $ 81,653 $ 10,990 13.5 %
Other costs and expenses
Depreciation and amortization 29,488 26,929 2,559 9.5 %
General and administrative 12,430 11,734 696 5.9 %
Acquisition costs and other 32 2 30 1500.0 %
Total other costs and expenses 41,950 38,665 3,285 8.5 %
Other income (expense)
Interest and other income 514 1,223 (709) (58.0) %
Interest expense, including amortization (8,987) (7,927) (1,060) 13.4 %
Gain on sales of real estate investments 27,214 11,842 15,372 129.8 %
Total other income (expense) 18,741 5,138 13,603 264.8 %
Net income $ 69,434 $ 48,126 $ 21,308 44.3 %
1 Accounting Standards Update (“ASU”) No. 2018-11, Leases (Topic 842), allows us to elect not to separate lease and non-lease rental income. All rental income earned pursuant to tenant leases is reflected as one line, “Rental revenues and tenant expense reimbursements” on our accompanying consolidated statements of operations. We believe that the above presentation of rental revenues and tenant expense reimbursements is not, and is not intended to be, a presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and a reconciliation to total revenue is provided above. We believe this information is frequently used by management, investors, and other interested parties to evaluate our performance. See “Note 2 - Significant Accounting Policies” in our condensed notes to consolidated financial statements for more information regarding our adoption of this standard.
2 Includes 2026 and 2025 acquisitions and dispositions, two improved land parcels, five properties under development or redevelopment and two buildings held for sale as of March 31, 2026.
3 Includes straight-line rents and amortization of lease intangibles. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and same store net operating income are useful supplemental measures of our operating performance.
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Revenues. Total revenues increased approximately $14.0 million for the three months ended March 31, 2026 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases during 2026 and 2025 and property acquisitions during 2025. The increase in total revenues was partially offset by property dispositions during 2026 and a decrease in occupancy compared to the same period from the prior year. Cash rents on new and renewed leases totaling approximately 0.7 million square feet and 7.2 acres of improved land commencing during the three months ended March 31, 2026 increased approximately 22.4% compared to the previous rental rates. For the three months ended March 31, 2026 and 2025, approximately $5.8 million and $3.5 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.4 million and $0.2 million, respectively, was recorded in lease termination revenue.
Property operating expenses. Total property operating expenses increased approximately $3.0 million during the three months ended March 31, 2026 compared to the same period from the prior year. The increase in total property operating expenses was primarily due to an increase of approximately $2.3 million attributable to property acquisitions during 2025 as well as increases in real estate taxes. The increase in total property operating expenses was partially offset by property dispositions during 2026.
Depreciation and amortization. Depreciation and amortization increased approximately $2.6 million during the three months ended March 31, 2026 compared to the same period from the prior year primarily due to property acquisitions during 2026 and 2025, partially offset by property dispositions during 2026 and 2025.
General and administrative expenses. General and administrative expenses increased approximately $0.7 million during the three months ended March 31, 2026 compared to the same period from the prior year primarily due to increased compensation expenses, including increased restricted stock amortization and LTIP expense, and an increase in salaries compared to the same period from the prior year.
Interest and other income. Interest and other income decreased approximately $0.7 million for the three months ended March 31, 2026 compared to the same period from the prior year primarily due to lower cash and cash equivalent balances and lower interest rates on those balances.
Interest expense, including amortization. Interest expense increased approximately $1.1 million for the three months ended March 31, 2026 compared to the same period from the prior year. This was primarily due to higher outstanding debt during the three months ended March 31, 2026 compared to the same period from the prior year.
Gain on sales of real estate investments. Gain on sales of real estate investments increased approximately $15.4 million for the three months ended March 31, 2026 compared to the same period from the prior year. We recognized an aggregate gain of approximately $27.2 million from the sale of two properties during the three months ended March 31, 2026 compared to an aggregate gain of approximately $11.8 million from the sale of two properties during the three months ended March 31, 2025.
Liquidity and Capital Resources
The primary objective of our financing strategy is to maintain financial flexibility with a conservative capital structure using retained cash flows, proceeds from dispositions of properties, long-term debt and the issuance of common and perpetual preferred stock to finance our growth. Over the long-term, we intend to:
• limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 30% of our total enterprise value;
• maintain a fixed charge coverage ratio in excess of 2.0x;
• maintain a net debt-to-adjusted EBITDA ratio below 4.5x;
• limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and
• have staggered debt maturities that are aligned to our expected average lease term (five to seven years), positioning us to re-price parts of our capital structure as our rental rates change with market conditions.
We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional unsecured debt and perpetual preferred stock. We may also assume debt in connection with property acquisitions which may have a higher loan-to-value ratio.
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We expect to meet our short-term liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under our revolving credit facility. We believe that our net cash provided by operations will be adequate to fund operating requirements, pay interest on any borrowings and fund distributions in accordance with the REIT requirements of the federal income tax laws. In the near-term, we intend to fund future investments in properties, property developments and redevelopments and scheduled debt maturities with cash on hand, term loans, senior unsecured notes, borrowings under our revolving credit facility, perpetual preferred and common stock issuances and, from time to time, property dispositions. We expect to meet our long-term liquidity requirements, including with respect to other investments in industrial properties, property acquisitions, property developments and redevelopments, renovations and expansions and scheduled debt maturities, through borrowings under our revolving credit facility, periodic issuances of common stock, perpetual preferred stock, and long-term unsecured and secured debt, and, from time to time, with proceeds from the disposition of properties. The success of our acquisition strategy may depend, in part, on our ability to obtain and borrow under our revolving credit facility and to access additional capital through issuances of equity and debt securities.
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Equity Sources of Liquidity
The following sets forth certain information regarding our current at-the-market common stock offering program as of March 31, 2026:
ATM Stock Offering Program Date Implemented Maximum Aggregate Offering Price (in thousands) Aggregate Common Stock Available (in thousands)
$500 Million ATM Program February 17, 2026 $ 500,000 $ 491,420
The tables below set forth the activity under our at-the-market common stock offering programs during the three months ended March 31, 2026 and 2025, respectively:
For the Three Months Ended Shares Sold Weighted Average Price Per Share Net Proceeds
(in thousands) Sales Commissions
(in thousands)
March 31, 2026 2,081,288 $ 64.85 $ 133,024 $ 1,957
March 31, 2025 3,506,371 $ 67.71 $ 233,980 $ 3,443
Debt Sources of Liquidity
As of March 31, 2026, we had $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027, $100.0 million of senior unsecured notes that mature in July 2028, $100.0 million of senior unsecured notes that mature in December 2029, $125.0 million of senior unsecured notes that mature in August 2030, and $50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).
On January 7, 2026, we 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 Secured Overnight Financing Rate (“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 $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 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 1.00% 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
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March 31, 2026) for the term loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our 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 our outstanding consolidated indebtedness to the value of our consolidated gross asset value.
The Amended Facility and the Senior Unsecured Notes are guaranteed by us and by substantially all of the current and to-be-formed subsidiaries of the borrower that own an unencumbered property. The Amended Facility and the Senior Unsecured Notes are not secured by our 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 we must comply. We were 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, we had a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028. The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%. The unamortized fair value adjustment as of March 31, 2026 and December 31, 2025 was approximately $2.2 million and $2.5 million, respectively.
As of March 31, 2026 and December 31, 2025, we held cash and cash equivalents totaling approximately $87.9 million and $25.0 million, respectively.
The following tables summarize our debt maturities and principal payments as of and for the three months ended March 31, 2026, and market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the three months ended March 31, 2026 and 2025 (dollars in thousands, except per share data):
Credit
Facility Term Loan Senior
Unsecured
Notes Mortgage
Loan
Payable Total Debt
Remainder of 2026 $ — $ — $ 50,000
$ — $ 50,000
2027 — 100,000 50,000 — 150,000
2028 — 100,000 100,000 72,879 272,879
2029 — — 100,000 — 100,000
2030 — — 125,000 — 125,000
Thereafter — 200,000 50,000 — 250,000
Subtotal — 400,000 475,000 72,879 947,879
Unamortized fair value adjustment — — — (2,173) (2,173)
Total Debt — 400,000 475,000 70,706 945,706
Deferred financing costs, net — (2,089) (1,461) (109) (3,659)
Total Debt, net $ — $ 397,911 $ 473,539 $ 70,597 $ 942,047
Weighted average interest rate n/a 4.8% 3.0% 3.9% 3.8%
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As of March 31, 2026 As of March 31, 2025
Total Debt, net $ 942,047 $ 741,912
Less: Cash and cash equivalents (87,874) (156,502)
Net Debt $ 854,173 $ 585,410
Equity
Common Stock
Shares Outstanding 1
106,307,209 103,324,037
Market Price 2
$ 61.42 $ 63.22
Total Equity 6,529,389 6,532,146
Total Market Capitalization $ 7,471,436 $ 7,274,058
Total Debt-to-Total Investments in Properties 3
16.0% 14.4%
Total Debt-to-Total Market Capitalization 4
12.6% 10.2%
Floating Rate Debt as a % of Total Debt 5
42.2% 26.9%
Net Income $ 69,434 $ 48,126
Adjusted EBITDA 6
$ 85,228 $ 75,394
Interest Coverage 7
9.5 x 9.5 x
Fixed Charge Coverage 8
8.1 x 8.2 x
Net Debt-to-Adjusted EBITDA 9
2.5 x 1.9 x
Weighted Average Maturity of Total Debt (years) 3.0 3.5
1 Includes 492,168 and 446,411 shares of unvested restricted stock outstanding as of March 31, 2026 and 2025, respectively. Also includes 589,823 and 533,423 shares held in the Deferred Compensation Plan as of March 31, 2026 and 2025, respectively.
2 Closing price of a share of our common stock on the New York Stock Exchange on March 31, 2026 and March 31, 2025, respectively, in dollars per share.
3 Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties, including two buildings held for sale as of March 31, 2026.
4 Total debt-to-total market capitalization is calculated as total debt, net of deferred financing costs, divided by total market capitalization.
5 Floating rate debt as a percentage of total debt is calculated as floating rate debt, net of deferred financing costs, divided by total debt, net of deferred financing costs.
6 Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the three months ended March 31, 2026 and 2025, respectively. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
7 Interest coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
8 Fixed charge coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization plus capitalized interest. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.
9 Net debt-to-Adjusted EBITDA is calculated as net debt divided by annualized Adjusted EBITDA for the three months ended March 31, 2026 and 2025, respectively. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for the definitions of Adjusted EBITDA and net debt, a reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA and net debt are useful supplemental measures of our operating performance.
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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
Sources and Uses of Cash
Our principal sources of cash are cash from operations, borrowings under loans payable, draws on our Amended Facility, common and preferred stock issuances, proceeds from property dispositions and issuances of unsecured notes. Our principal uses of cash are asset acquisitions, developments and redevelopments, debt service, capital expenditures, operating costs, corporate overhead costs and common stock dividends.
Cash From Operating Activities. Net cash provided by operating activities totaled approximately $61.9 million for the three months ended March 31, 2026 compared to approximately $61.4 million for the three months ended March 31, 2025. This increase in cash provided by operating activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily attributable to additional cash flows generated from the properties acquired during 2026 and 2025 and increased rents on new and renewed leases at our same store properties.
Cash From Investing Activities. Net cash used in investing activities was approximately $73.7 million and $23.8 million for the three months ended March 31, 2026 and 2025, respectively. Such amounts consisted primarily of cash paid for property acquisitions of approximately $103.4 million in the three months ended March 31, 2026 and additions to capital improvements of approximately $24.6 million and $47.9 million during the three months ended March 31, 2026 and 2025, respectively. Such amounts were partially offset by proceeds from sales of real estate investments during the three months ended March 31, 2026 and 2025 of approximately $54.4 million and $24.0 million, respectively.
Cash From Financing Activities. Net cash provided by financing activities was approximately $74.7 million for the three months ended March 31, 2026, which consisted primarily of approximately $133.0 million in net proceeds from the issuance of common stock, and $200.0 million in term loan borrowings, partially offset by approximately $54.1 million in equity dividend payments, and repayment of $215.0 million of borrowings on the revolving credit facility. Net cash provided by financing activities was approximately $101.2 million for the three months ended March 31, 2025, which consisted primarily of approximately $234.0 million in net proceeds from the issuance of common stock, and $50.0 million in revolving credit facility borrowings, partially offset by approximately $48.9 million in equity dividend payments, and repayment of $132.0 million of borrowings on the revolving credit facility.
Critical Accounting Policies And Estimates
A summary of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 and in the condensed notes to consolidated financial statements in this Quarterly Report on Form 10-Q.
Material Cash Commitments
Subsequent to March 31, 2026, as of May 5, 2026, we had two outstanding contracts with third-party sellers to acquire two industrial properties for a total purchase price of approximately $24.4 million. There is no assurance that we will acquire the properties under contract because the proposed acquisitions are subject to due diligence and various closing conditions.
The following table summarizes our material cash commitments due by period as of March 31, 2026 (dollars in thousands):
Material Cash Commitments Less than 1
Year 1-3 Years 3-5 Years More than 5
Years Total
Debt $ 150,000
$ 322,879 $ 425,000 $ 50,000 $ 947,879
Debt interest payments 16,073 23,582 10,443 710 50,808
Operating lease commitments 1,015 1,715 323 — 3,053
Material construction contracts 27,323 — — — 27,323
Purchase obligations 1
24,350 — — — 24,350
Total $ 218,761 $ 348,176 $ 435,766 $ 50,710 $ 1,053,413
1 As of May 5, 2026.
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As of May 5, 2026, we had executed three non-binding access agreements or letters of intent with third-party sellers to acquire three industrial properties for a total anticipated purchase price of approximately $132.1 million. In the normal course of our business, we enter into non-binding access agreements and letters of intent to purchase properties from third parties that may obligate us to make payments or perform other obligations upon the occurrence of certain events, including the execution of a purchase and sale agreement and satisfactory completion of various due diligence matters. There can be no assurance that we will enter into a purchase and sale agreement with respect to these properties or otherwise complete any such prospective purchases on the terms described or at all.
Non-GAAP Financial Measures
We use the following non-GAAP financial measures that we believe are useful to investors as key supplemental measures of our operating performance: funds from operations, or FFO, Adjusted EBITDA, net operating income, or NOI, same store NOI, cash-basis same store NOI and net debt. FFO, Adjusted EBITDA, NOI, same store NOI, cash-basis same store NOI and net debt should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. Further, our computation of FFO, Adjusted EBITDA, NOI, same store NOI, cash-basis same store NOI and net debt may not be comparable to FFO, Adjusted EBITDA, NOI, same store NOI, cash-basis same store NOI and net debt reported by other companies.
We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (determined in accordance with GAAP), excluding gains (losses) from sales of property and impairment write-downs of depreciable real estate, plus depreciation and amortization on real estate assets and after adjustments for unconsolidated partnerships and joint ventures (which are calculated to reflect FFO on the same basis). We believe that presenting FFO provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified non-cash items, such as real estate depreciation and amortization and gain or loss on sale of assets.
We believe that FFO is a meaningful supplemental measure of our operating performance because historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient. As a result, we believe that the use of FFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance.
The following table reflects the calculation of FFO reconciled from net income for the three months ended March 31, 2026 and 2025 (dollars in thousands except per share data):
For the Three Months Ended March 31,
2026 2025 $ Change % Change
Net income
$ 69,434 $ 48,126 $ 21,308 44.3 %
Gain on sales of real estate investments (27,214) (11,842) (15,372) 129.8 %
Depreciation and amortization 29,488 26,929 2,559 9.5 %
Non-real estate depreciation (17) (36) 19 (52.8) %
Allocation to participating securities 1
(333) (274) (59) 21.5 %
FFO attributable to common stockholders
$ 71,358 $ 62,903 $ 8,455 13.4 %
Basic FFO per common share
$ 0.68 $ 0.62 $ 0.06 9.7 %
Diluted FFO per common share
$ 0.68 $ 0.62 $ 0.06 9.7 %
Basic weighted average common shares outstanding
104,911,360 100,767,821
Diluted weighted average common shares outstanding
105,223,672 101,046,910
1 To be consistent with our policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the FFO per common share is adjusted for FFO distributed through declared dividends (if any) and allocated to all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method. Under this method, allocations were made to 497,868 and 445,765 of weighted average unvested restricted shares outstanding for the three months ended March 31, 2026 and 2025, respectively.
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FFO increased by approximately $8.5 million for the three months ended March 31, 2026 compared to the same period from the prior year due primarily to property acquisitions during 2025 as well as same store NOI growth of approximately $5.6 million for the three months ended March 31, 2026, compared to the same period from the prior year. The FFO increase was partially offset by increased weighted average common shares outstanding and increased general and administrative expenses due to increased restricted stock amortization and other compensation expenses, including an increase in LTIP expense and an increase in salaries for the three months ended March 31, 2026 compared to the same period from the prior year.
We compute Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sales of real estate investments, acquisition costs and stock-based compensation. We believe that presenting Adjusted EBITDA provides useful information to investors regarding our operating performance because it is a measure of our operations on an unleveraged basis before the effects of tax, gain (loss) on sales of real estate investments, non-cash depreciation and amortization expense, acquisition costs and stock-based compensation. By excluding interest expense, Adjusted EBITDA allows investors to measure our operating performance independent of our capital structure and indebtedness and, therefore, allows for more meaningful comparison of our operating performance between quarters and other interim periods as well as annual periods and for the comparison of our operating performance to that of other companies, both in the real estate industry and in other industries. As we are currently in a growth phase, acquisition costs are excluded from Adjusted EBITDA to allow for the comparison of our operating performance to that of stabilized companies.
The following table reflects the calculation of Adjusted EBITDA reconciled from net income for the three months ended March 31, 2026 and 2025 (dollars in thousands):
For the Three Months Ended March 31,
2026 2025 $ Change % Change
Net income $ 69,434 $ 48,126 $ 21,308 44.3 %
Gain on sales of real estate investments (27,214) (11,842) (15,372) 129.8 %
Depreciation and amortization 29,488 26,929 2,559 9.5 %
Interest expense, including amortization 8,987 7,927 1,060 13.4 %
Stock-based compensation 4,501 4,252 249 5.9 %
Acquisition costs and other 32 2 30 1500.0 %
Adjusted EBITDA $ 85,228 $ 75,394 $ 9,834 13.0 %
We compute NOI as rental revenues, including tenant expense reimbursements, less property operating expenses. We compute same store NOI as rental revenues, including tenant expense reimbursements, less property operating expenses on a same store basis. NOI excludes depreciation, amortization, general and administrative expenses, acquisition costs and interest expense, including amortization. We compute cash-basis same store NOI as same store NOI excluding straight-line rents and amortization of lease intangibles. The same store pool includes all properties that were owned and in operation as of March 31, 2026 and since January 1, 2025 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of March 31, 2026. As of March 31, 2026, the same store pool consisted of 280 buildings aggregating approximately 17.5 million square feet representing approximately 87.8% of our total square feet owned and 44 improved land parcels containing approximately 146.4 acres representing approximately 99.6% of our total acreage owned. We believe that presenting NOI, same store NOI and cash-basis same store NOI provides useful information to investors regarding the operating performance of our properties because NOI excludes certain items that are not considered to be controllable in connection with the management of the properties, such as depreciation, amortization, general and administrative expenses, acquisition costs and interest expense. By presenting same store NOI and cash-basis same store NOI, the operating results on a same store basis are directly comparable from period to period.
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The following table reflects the calculation of NOI, same store NOI and cash-basis same store NOI reconciled from net income for the three months ended March 31, 2026 and 2025 (dollars in thousands):
For the Three Months Ended March 31,
2026 2025 $ Change % Change
Net income 1
$ 69,434 $ 48,126 $ 21,308 44.3 %
Depreciation and amortization 29,488 26,929 2,559 9.5 %
General and administrative 12,430 11,734 696 5.9 %
Acquisition costs and other 32 2 30 1500.0 %
Total other income and expenses (18,741) (5,138) (13,603) 264.8 %
Net operating income 92,643 81,653 10,990 13.5 %
Less non-same store NOI
(11,603) 2
(6,203) 2
(5,400) 87.1 %
Same store NOI
$ 81,040 3
$ 75,450 3
$ 5,590 7.4 %
Less straight-line rents and amortization of lease intangibles 4
(8,359) (8,723) 364 (4.2) %
Cash-basis same store NOI
$ 72,681 $ 66,727 $ 5,954 8.9 %
Less termination fee income (443) (116) (327) 281.9 %
Cash-basis same store NOI excluding termination fees $ 72,238 $ 66,611 $ 5,627 8.4 %
1 Includes approximately $0.4 million and $0.2 million of lease termination income for the three months ended March 31, 2026 and 2025, respectively.
2 Includes 2026 and 2025 acquisitions and dispositions, two improved land parcels, five properties under development or redevelopment and two buildings held for sale as of March 31, 2026.
3 Includes approximately $0.4 million and $0.1 million of lease termination income for the three months ended March 31, 2026 and 2025, respectively.
4 Includes straight-line rents and amortization of lease intangibles for the same store pool only.
Cash-basis same store NOI increased by approximately $6.0 million for the three months ended March 31, 2026 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases and contractual rent increases on pre-existing leases. For the three months ended March 31, 2026 and 2025, total contractual rent abatements of approximately $3.7 million and $3.5 million, respectively, were given to certain tenants in the same store pool and approximately $0.4 million and $0.1 million, respectively, in lease termination income was received from certain tenants in the same store pool. Approximately $2.2 million of the increase in cash-basis same store NOI for the three months ended March 31, 2026 related to properties that were acquired vacant or with near term expirations in 2025. Additionally, during the three months ended March 31, 2026, we gave contractual rent abatements of approximately $1.9 million (approximately 290 basis points) to tenants with new leases at our Manhattan and Morton properties. The aggregate rent change for these leases was approximately 75.7%.
We compute net debt as total debt, less deferred financing costs and cash and cash equivalents. We believe that presenting net debt provides useful information to investors regarding our ability to repay our outstanding consolidated indebtedness. See “Debt Sources of Liquidity” in this Quarterly Report on Form 10-Q for a reconciliation of net debt from total debt.
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.