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ESSENTIAL PROPERTIES REALTY TRUST, INC. (EPRT)

CIK: 0001728951. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-11.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1728951. Latest filing source: 0001728951-26-000008.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue561,219,000USD20252026-02-11
Net income253,013,000USD20252026-02-11
Assets6,863,023,000USD20252026-02-11

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001728951.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue54,449,00096,223,000139,357,000164,009,000230,234,000286,506,000359,595,000449,610,000561,219,000
Net income6,296,00015,613,00041,844,00042,273,00095,725,000134,130,000190,707,000203,004,000253,013,000
Operating income6,408,00050,071,00079,811,00072,830,000134,419,000175,423,000242,753,000278,193,000359,921,000
Diluted EPS0.630.440.820.991.241.151.28
Assets942,220,0001,380,900,0001,975,447,0002,488,802,0003,298,795,0004,000,033,0004,768,261,0005,798,682,0006,863,023,000
Liabilities760,818,000569,859,000773,334,000906,854,0001,254,992,0001,503,262,0001,781,259,0002,226,555,0002,655,129,000
Stockholders' equity562,179,0001,194,450,0001,574,758,0002,036,566,0002,488,261,0002,978,579,0003,563,678,0004,199,994,000
Cash and cash equivalents1,825,0007,250,0004,236,0008,304,00026,602,00059,758,00062,345,00039,807,00040,713,00060,181,000
Net margin11.56%16.23%30.03%25.77%41.58%46.82%53.03%45.15%45.08%
Operating margin11.77%52.04%57.27%44.41%58.38%61.23%67.51%61.87%64.13%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-22. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001728951.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.27reported discrete quarter
2022-Q32022-09-300.26reported discrete quarter
2023-Q12023-03-310.29reported discrete quarter
2023-Q22023-06-3086,516,00052,802,0000.35reported discrete quarter
2023-Q32023-09-3091,657,00045,914,0000.29reported discrete quarter
2023-Q42023-12-3197,734,00049,095,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31103,501,00046,975,0000.28reported discrete quarter
2024-Q22024-06-30109,268,00051,517,0000.29reported discrete quarter
2024-Q32024-09-30117,132,00049,140,0000.27reported discrete quarter
2024-Q42024-12-31119,709,00055,375,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31129,354,00056,108,0000.29reported discrete quarter
2025-Q22025-06-30137,062,00063,212,0000.32reported discrete quarter
2025-Q32025-09-30144,934,00065,620,0000.33reported discrete quarter
2025-Q42025-12-31149,867,00068,071,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31158,798,00059,792,0000.28reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001728951-26-000029.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-22. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In this Quarterly Report on Form 10-Q, we refer to Essential Properties Realty Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries, including its operating partnership, Essential Properties, L.P., as “we,” “us,” “our” or the “Company,” unless we specifically state otherwise or the context otherwise requires.

Special Note Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements within the meaning of 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”). In particular, many statements pertaining to our business and growth strategies, investment, financing and leasing activities, and trends in our business, including trends in the market for long-term, net leases of freestanding, single-tenant properties, contain forward-looking statements. When used in this quarterly report, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately,” and “plan,” and variations of such words, and similar words or phrases, that are predictions of future events or trends and that do not relate solely to historical matters, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans, beliefs or intentions of management.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements; accordingly, you should not rely on forward-looking statements as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and may not be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•general business and economic conditions, including those impacting the domestic labor market, and factors such as tariffs impacting international trade;

•risks inherent in the real estate business, including tenant defaults or bankruptcies, illiquidity of real estate investments, fluctuations in real estate values and the general economic climate in local markets, competition for tenants in such markets, potential liability relating to environmental matters and potential damages from natural disasters;

•the performance and financial condition of our tenants;

•the availability of suitable properties to acquire and our ability to acquire and lease those properties on favorable terms;

•our ability to renew leases, lease vacant space or re-lease space as existing leases expire or are terminated;

•volatility and uncertainty in financial markets, in particular the equity and credit markets, fluctuations in the Consumer Price Index, and the impact of inflation on us and our tenants;

•the degree and nature of our competition;

•our failure to generate sufficient cash flows to service our outstanding indebtedness;

•our ability to access debt and equity capital on attractive terms;

•fluctuating interest rates;

•availability of qualified personnel and our ability to retain our key management personnel;

•changes in, or the failure or inability to comply with, applicable law or regulation;

•our failure to continue to qualify for taxation as a real estate investment trust ("REIT");

•changes in the U.S. tax law and other U.S. laws, whether or not specific to REITs; and

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Table of Contents

•additional factors discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report and in our Annual Report on Form 10-K for the year ended December 31, 2025.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this quarterly report. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future events or of our performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.

Because we operate in a highly competitive and rapidly changing environment, new risks emerge from time to time, and it is not possible for management to predict all such risks, nor can management assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual events or results.

Overview

We are an internally managed real estate company that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to middle-market companies operating service-oriented or experience-based businesses. We generally invest in and lease freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities that are essential to the generation of the tenant’s sales and profits. As of March 31, 2026, 91.6% of our $584.2 million of annualized base rent was attributable to properties operated by tenants in service-oriented and experience-based businesses. "Annualized base rent" means annualized contractually specified cash base rent in effect on March 31, 2026 for all of our leases (including those accounted for as loans or direct financing leases) commenced as of that date and annualized cash interest on our mortgage loans receivable as of that date.

We were organized on January 12, 2018 as a Maryland corporation. We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with the year ended December 31, 2018, and we believe that our current organization, operations and intended distributions will allow us to continue to so qualify. Our common stock is listed on the NYSE under the symbol “EPRT”.

Our primary business objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable properties. As of March 31, 2026, we had a portfolio of 2,417 properties (inclusive of one undeveloped land parcel and 150 properties which secure our investments in mortgage loans receivable) that was diversified by tenant, industry, concept and geography, had annualized base rent of $584.2 million and was 99.7% occupied. Our portfolio is built based on the following core investment attributes:

Diversification. As of March 31, 2026, our portfolio was 99.7% occupied by tenants operating 662 different brands, or concepts, across 48 states, with none of our tenants contributing more than 3.2% of our annualized base rent. Our goal is that, over time, no more than 5% of our annualized base rent will be derived from any single tenant or more than 1% from any single property.

Long Lease Term. As of March 31, 2026, our leases had a weighted average remaining lease term of 14.6 years (based on annualized base rent), with 2.8% of our annualized base rent attributable to leases expiring prior to January 1, 2029. Our properties generally are subject to long-term net leases that we believe provide us a stable base of revenue from which to grow our portfolio.

Significant Use of Sale-Leaseback Investments. We seek to acquire properties owned and operated by middle-market businesses and lease the properties back to the operators pursuant to our standard lease form. During the three months ended March 31, 2026, 100% of our investments were sale-leaseback transactions.

Significant Use of Master Leases. As of March 31, 2026, 65.3% of our annualized base rent was attributable to master leases.

Contractual Base Rent Escalation. As of March 31, 2026, 97.6% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average rate of 1.7% per year.

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Table of Contents

Smaller, Low Basis Single-Tenant Properties. We generally invest in freestanding “small-box” single- tenant properties. As of March 31, 2026, our average investment per property was $3.0 million (which equals our aggregate investment in our properties (including transaction costs, lease incentives and amounts funded for construction in progress) divided by the number of properties owned at such date), and we believe investments of similar size allow us to grow our portfolio without concentrating a large amount of capital in individual properties and limit our exposure to events that may adversely affect a particular property. Additionally, we believe that many of our properties are generally fungible and appropriate for multiple commercial uses, which reduces the risk that a particular property may become obsolete and enhances our ability to sell a property if we choose to do so.

Healthy Rent Coverage Ratio and Tenant Financial Reporting. As of March 31, 2026, our portfolio’s weighted average rent coverage ratio was 3.5x, and 99.0% of our leases (based on annualized base rent) obligate the tenant to periodically provide us with specified unit-level financial reporting. "Rent coverage ratio" means, as of a specified date, the ratio of (x) tenant-reported or, when unavailable, management's estimate (based on tenant-reported financial information) of annual earnings before interest, taxes, depreciation, amortization and cash rent attributable to the leased property (or properties, in the case of a master lease) to (y) the annualized base rental obligation.

Our Competitive Strengths

We believe the following competitive strengths distinguish us from our competitors and allow us to compete effectively in the single-tenant, net-lease market:

Carefully Constructed Portfolio of Properties Leased to Service-Oriented or Experience-Based Tenants. We have strategically constructed a portfolio that is diversified by tenant, industry, concept and geography and generally avoids exposure to businesses that we believe are subject to pressure from e-commerce. Our properties are generally subject to long-term net leases that we believe provide us with a stable and predictable base of revenue from which to grow our portfolio. As of March 31, 2026, we had a portfolio of 2,417 properties, with annualized base rent of $584.2 million, which was purposefully selected by our management team in accordance with our focused and disciplined investment strategy. Our portfolio is diversified with our tenants operating 662 different concepts across 48 states. No single tenant contributed more than 3.2% of our annualized base rent as of March 31, 2026, consistent with our strategy of having a scaled portfolio that, over time, allows us to derive no more than 5% of our annualized base rent from any single tenant or more than 1% from any single property.

We believe that our portfolio’s diversity and the rigorous underwriting process we utilize decrease the impact on us of an adverse event affecting an individual tenant, industry or region. Our focus on leasing to tenants in industries where the leased properties are essential to generating the tenants' revenues and profits (and that we believe are well-positioned to withstand competition from e-commerce) increases the stability and predictability of our rental revenue.

Differentiated Investment Str

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-11. Report date: 2025-12-31.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes included elsewhere in this report, as well as the "Business" section of this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategies for our business, includes forward‑looking statements that involve risks and uncertainties. You should read "Item 1A. Risk Factors" and the "Special Note Regarding Forward‑Looking Statements" sections of this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward‑looking statements.

Overview

We are an internally managed real estate company that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to middle-market companies operating service-oriented or experience-based businesses. We generally invest in and lease freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities that are essential to the generation of the tenant’s sales and profits. As of December 31, 2025, 91.5% of our $555.0 million of annualized base rent was attributable to properties operated by tenants in service-oriented and experience-based businesses. "Annualized base rent" means annualized contractually specified cash base rent in effect on December 31, 2025 for all of our leases (including those accounted for as loans or direct financing leases) commenced as of that date and annualized cash interest on our mortgage loans receivable as of that date.

We were organized on January 12, 2018 as a Maryland corporation. We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with the year ended December 31, 2018, and we believe that our current organization, operations and intended distributions will allow us to continue to so qualify. Our common stock is listed on the NYSE under the symbol “EPRT”.

Our primary business objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable properties. As of December 31, 2025, we had a portfolio of 2,300 properties (inclusive of one undeveloped land parcel and 150 properties which secure our investments in mortgage loans receivable) that was diversified by tenant, industry, concept and geography, had annualized base rent of $555.0 million and was 99.7% occupied. Our portfolio is built based on the following core investment attributes:

Diversification. As of December 31, 2025, our portfolio was 99.7% occupied by tenants operating 659 different brands, or concepts, across 48 states, with none of our tenants contributing more than 3.4% of our annualized base rent. Our goal is that, over time, no more than 5% of our annualized base rent will be derived from any single-tenant or more than 1% from any single property.

Long Lease Term. As of December 31, 2025, our leases had a weighted average remaining lease term of 14.4 years (based on annualized base rent), with 5.2% of our annualized base rent attributable to leases expiring prior to January 1, 2031. Our properties generally are subject to long-term net leases that we believe provide us a stable base of revenue from which to grow our portfolio.

Significant Use of Sale-Leaseback Investments. We seek to acquire properties owned and operated by middle-market businesses and lease the properties back to the operators pursuant to our standard lease form. During the year ended December 31, 2025, 95% of our investments were sale-leaseback transactions.

Significant Use of Master Leases. As of December 31, 2025, 66.8% of our annualized base rent was attributable to master leases.

Contractual Base Rent Escalation. As of December 31, 2025, 97.9% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average rate of 1.8% per year.

Smaller, Low Basis Single-Tenant Properties. We generally invest in freestanding “small-box” single- tenant properties. As of December 31, 2025, our average investment per property was $3.1 million (which equals our aggregate investment in our properties (including transaction costs, lease incentives and amounts funded for construction in progress) divided by the number of properties owned at such date), and we believe investments of

45

similar size allow us to grow our portfolio without concentrating a large amount of capital in individual properties and limit our exposure to events that may adversely affect a particular property. Additionally, we believe that many of our properties are generally fungible and appropriate for multiple commercial uses, which reduces the risk that a particular property may become obsolete and enhances our ability to sell a property if we choose to do so.

Healthy Rent Coverage Ratio and Tenant Financial Reporting. As of December 31, 2025, our portfolio’s weighted average rent coverage ratio was 3.6x, and 99.2% of our leases (based on annualized base rent) obligate the tenant to periodically provide us with specified unit-level financial reporting. "Rent coverage ratio" means, as of a specified date, the ratio of (x) tenant-reported or, when unavailable, management's estimate (based on tenant-reported financial information) of annual earnings before interest, taxes, depreciation, amortization and cash rent attributable to the leased property (or properties, in the case of a master lease) to (y) the annualized base rental obligation.

Historical Investment and Disposition Activity

The following table sets forth select information about our investment activity for the previous eight quarters beginning with the quarter ended March 31, 2024 through the quarter ended December 31, 2025 (dollars in thousands):

Three Months Ended

March 31, 2024

June 30, 2024

September 30, 2024

December 31, 2024

Investment activity

$

248,770

$

333,910

$

307,615

$

333,435

Number of transactions

36

35

37

37

Property count

79

83

57

78

Avg. investment per unit

$

2,767

$

3,393

$

4,102

$

3,281

Cash cap rate 1

8.1%

8.0%

8.1%

8.0%

GAAP cap rate 2

9.3%

9.1%

9.1%

9.2%

Master lease percentage 3,4

82%

76%

57%

69%

Sale-leaseback percentage 3,5

100%

100%

89%

100%

Existing relationship percentage

87%

82%

79%

79%

Percentage of financial reporting3

100%

100%

100%

100%

Rent coverage ratio

2.7x

3.0x

4.7x

3.4x

Lease term (years)

17.2

17.8

17.2

17.7

Three Months Ended

March 31, 2025

June 30, 2025

September 30, 2025

December 31, 2025

Investment activity

$

307,706

$

334,041

$

369,848

$

295,814

Number of transactions

21

25

35

34

Property count

48

77

87

58

Avg. investment per unit

$

5,453

$

3,971

$

3,849

$

4,588

Cash cap rate 1

7.8%

7.9%

8.0%

7.7%

GAAP cap rate 2

9.4%

9.7%

10.0%

9.1%

Master lease percentage 3,4

71%

69%

76%

76%

Sale-leaseback percentage 3,5

90%

93%

97%

100%

Existing relationship percentage

86%

88%

70%

85%

Percentage of financial reporting3

100%

100%

100%

100%

Rent coverage ratio

3.0x

3.4x

5.9x

4.7x

Lease term (years)

17.5

19.5

18.6

19.4

_____________________________________

(1)    Cash annualized base rent for the first full month after the investment divided by the gross investment in the property plus transaction costs.

(2)    GAAP rent and interest income for the first twelve months after the investment divided by the gross investment in the property plus transaction costs.

(3)    As a percentage of annualized base rent.

(4)    Includes investments in mortgage loans receivable collateralized by more than one property.

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(5)    Includes investments in mortgage loans receivable made in support of sale-leaseback transactions.

The following table sets forth select information about our disposition activity for the previous eight quarters beginning with the quarter ended March 31, 2024 through the quarter ended December 31, 2025 (dollars in thousands):

Three Months Ended

March 31, 2024

June 30, 2024

September 30, 2024

December 31, 2024

Disposition volume1

$

11,949 

$

4,783 

$

16,973 

$

60,449 

Cash cap rate on leased assets 2

6.5%

7.3%

6.8%

7.0%

Leased properties sold 3

6 

4 

7 

24 

Vacant properties sold 3

1 

2 

2 

— 

Three Months Ended

March 31, 2025

June 30, 2025

September 30, 2025

December 31, 2025

Disposition volume1

$

24,338 

$

46,193 

$

11,455 

$

48,083 

Cash cap rate on leased assets 2

6.9%

7.3%

6.6%

6.9%

Leased properties sold 3

10 

18 

6 

13 

Vacant properties sold 3

1 

5 

1 

6 

_____________________________________

(1)     Net of transaction costs.

(2)     Annualized base rent at time of sale divided by the gross sale price (excluding transaction costs) for the property.

(3)     Property count excludes dispositions of undeveloped land parcels or dispositions where only a portion of the owned parcel was sold.

Liquidity and Capital Resources

As of December 31, 2025, the net investment value of our income property portfolio totaled $6.6 billion, consisting of investments in 2,300 properties (inclusive of one undeveloped land parcel and 150 properties which secure our investments in mortgage loans receivable), with annualized base rent of $555.0 million. Substantially all of our cash from operations is generated by our investment portfolio.

The liquidity requirements for operating our Company consist primarily of funding our investment activities, servicing our outstanding indebtedness and paying our general and administrative expenses and dividends as declared by our Board. The occupancy level of our portfolio is high (99.7% as of December 31, 2025) and, because substantially all of our leases are triple-net (whereby our tenants are generally responsible for all maintenance, costs for operating the property, and insurance and property taxes associated with the leased properties), our liquidity requirements are not significantly impacted by property costs. When a property becomes vacant, we are required to pay the property costs not paid by a tenant, as well as those property costs accruing during the time it takes to locate a new tenant or to sell the property. As of December 31, 2025, six of our investment properties were vacant, less than 1% of our portfolio, and all remaining properties were subject to a lease (excluding one undeveloped land parcel) or mortgage loan receivable. We expect to incur property costs from time to time in periods during which properties that become vacant are being marketed for lease or sale. In addition, we may recognize an expense for certain property costs, such as real estate taxes billed in arrears, if we believe the tenant is likely to vacate the property before making payment on those obligations. The amount of such property costs can vary quarter-to-quarter based on the timing of property vacancies and the level of underperforming properties; however, we do not expect that such costs will be significant to our operations.

We intend to continue to grow through additional investments in stand-alone single-tenant properties. To accomplish this objective, we seek to invest in real estate utilizing a combination of debt and equity capital and with cash from operations that we do not distribute to our stockholders. When we sell properties, we generally reinvest the cash proceeds in new single-tenant properties. Our short-term liquidity requirements also include the funding needs associated with 74 properties where we have agreed to reimburse the tenant for certain development, construction, or renovation costs or to provide construction financing in exchange for contractual payments of interest or increased rent that generally increases in proportion with our level of funding. As of December 31, 2025, we agreed to provide construction financing or reimburse the tenant for certain development, construction and renovation costs in an aggregate amount of $388.4 million, and, as of such date, we have funded $273.9 million of

47

this commitment. We expect to fund the remaining commitment totaling approximately $114.5 million by December 31, 2026.

Additionally, as of February 6, 2026, we were under contract to acquire 1 property with an aggregate purchase price of $9.6 million, subject to completion of our due diligence procedures and satisfaction of customary closing conditions. We expect to meet our short-term liquidity requirements, including our construction financing and tenant reimbursement obligations and potential investment in future single-tenant properties, primarily with our cash and cash equivalents, net cash from operating activities, issuance of common stock subject to outstanding forward purchase commitments, borrowings under the Revolving Credit Facility and potentially through proceeds generated from asset sales and our October 2024 ATM Program, under which we may offer and sell common stock with an aggregate gross sales price of up to $338.5 million as of February 6, 2026.

Our long-term liquidity requirements consist primarily of the funds necessary to make additional investments and repay indebtedness. We expect to meet our long-term liquidity requirements through various sources of capital, including net cash from operating activities, borrowings under our Revolving Credit Facility, future debt financings, proceeds from the sale of our common stock and proceeds from the sale of selected properties in our portfolio. However, at any point in time, there may be a number of factors that could have a material and adverse effect on our ability to access these capital sources, including unfavorable conditions in the overall equity and credit markets, our level of leverage, the portion of our portfolio that is unencumbered, our credit ratings, borrowing restrictions imposed by our existing debt agreements, general market conditions for real estate and potentially REITs specifically, our operating performance, our liquidity and general market perceptions about us. The success of our business strategy will depend, to a significant degree, on our ability to access these various capital sources to fund our future investments and thereby grow our cash flows.

An additional liquidity need is funding the required level of distributions, generally 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain), that are among the requirements for us to continue to qualify for taxation as a REIT. Holders of OP Units and LTIP Units are entitled to distributions per unit equivalent to those paid by us per share of common stock. During the year ended December 31, 2025, our Board declared total cash distributions of $1.205 per share of common stock/OP Unit/LTIP Unit totaling $243.7 million and $65.4 million is payable as of December 31, 2025. To continue to qualify for taxation as a REIT, we must make distributions to our stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. As a result of this requirement, we cannot rely on retained earnings to fund our business needs to the same extent as other entities that are not REITs. If we do not have sufficient funds available to us from our operations to fund our business needs, we will need to find alternative ways to fund those needs. Such alternatives may include, among other things, selling properties (whether or not the sales price is optimal or otherwise meets our strategic long-term objectives), incurring additional indebtedness or issuing equity securities in public or private transactions. The availability and attractiveness of the terms of these potential sources of financing cannot be assured.

Generally, our short-term debt capital needs are provided through the use of our Revolving Credit Facility. We manage our long-term leverage position through the issuance of long-term fixed-rate debt on an unsecured or secured basis. Generally, we will seek to issue long-term debt on an unsecured basis as we believe this facilitates greater flexibility in the management of our portfolio and our ability to retain optionality in our overall financing and growth strategy. By seeking to match the expected cash inflows from our long-term income producing investments with the expected cash outflows for our long-term debt, we seek to "lock in," for as long as is economically feasible, the expected positive spread between our scheduled cash inflows from our investments and the cash outflows on our debt obligations. In this way, we seek to reduce the risk that increases in interest rates would adversely impact our cash flows and results of operations. Our ability to execute leases that contain annual rent escalations also contributes to our ability to manage the risk of a rising interest rate environment. We use various financial instruments designed to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies such as interest rate swaps and caps, depending on our analysis of the interest rate environment and the costs and risks of such strategies. Although we are not required to maintain a particular leverage ratio and may not be able to do so, we generally consider that, over time, a level of pro forma net debt (which includes recourse and non-recourse borrowings and any outstanding preferred stock less cash and cash equivalents, restricted cash available for future investment and estimated proceeds from unsettled forward equity contracts assuming full physical settlement) that is less than 5.5 times our annualized adjusted EBITDAre is prudent for a real estate company like ours.

48

As of December 31, 2025, all of our long-term debt was fixed-rate debt or was effectively converted to a fixed-rate for the term of the debt though hedging strategies and our weighted average debt maturity was 4.2 years. As we continue to invest in real estate properties and grow our real estate portfolio, we intend to manage our long-term debt maturities to reduce the risk that a significant amount of our debt will mature in any single year in the future.

Future sources of debt capital may include public issuances of senior unsecured notes, term loan borrowings, mortgage financing of a single-asset or a portfolio of assets and CMBS borrowings. These sources of debt capital may offer us the opportunity to lower our cost of funding and further diversify our sources of debt capital. Over time, we may choose to issue preferred equity as a part of our overall strategy for funding our business. As our outstanding debt matures, we may refinance it as it comes due or choose to repay it using cash and cash equivalents or borrowings under our Revolving Credit Facility. We believe that the cash generated by our operations, together with our cash and cash equivalents at December 31, 2025, our borrowing availability under the Revolving Credit Facility, issuance of common stock subject to outstanding forward purchase commitments, and our potential access to additional sources of capital, will be sufficient to fund our operations for the next 12 months, including investing in the real estate for which we currently have commitments, and the longer term period thereafter.

Supplemental Guarantor Information

The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which, unless otherwise specified, will be fully and unconditionally guaranteed by the Company. At December 31, 2025, the Operating Partnership had issued and outstanding $800.0 million of senior notes. The obligations of the Operating Partnership under these senior notes are guaranteed by the Company. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company.

Pursuant to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

49

Description of Certain Debt

The following table summarizes our outstanding indebtedness as of December 31, 2025 and 2024:

Principal Outstanding

Weighted Average Interest Rate (1)

(in thousands)

Maturity Date

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Unsecured term loans:

2027 Term Loan

February 2027

$

430,000 

$

430,000 

2.36%

2.46%

2028 Term Loan

January 2028

400,000 

400,000 

4.51%

4.71%

2029 Term Loan

February 2029 (2)

450,000 

450,000 

5.25%

5.45%

2030 Term Loan

January 2030 (2)

450,000 

450,000 

4.67%

4.87%

Senior unsecured notes:

2031 Notes

July 2031

400,000 

400,000 

3.12%

3.12%

2035 Notes

December 2035

400,000 

— 

5.40%

—%

Revolving Credit Facility

February 2026

— 

— 

—%

—%

Total principal outstanding

$

2,530,000 

$

2,130,000 

4.23%

4.14%

_______________________________________________________________

(1)Interest rates are presented after giving effect to our interest rate swap and lock agreements, where applicable.

(2)After giving effect to extension options exercisable at the Operating Partnership's election.

Revolving Credit Facility and Credit Facility Term Loans

Through our Operating Partnership, we are party to an Amended and Restated Credit Agreement with a group of lenders, which was most recently amended on February 6, 2025 (the "Amended Credit Agreement"), and provides for revolving loans of up to $1.0 billion (the "Revolving Credit Facility") and an additional $1.3 billion of term loans, consisting of a $400.0 million term loan (the "2028 Term Loan"), a $450.0 million term loan (the “2029 Term Loan”) and a $450.0 million term loan (the "2030 Term Loan" and, together with the 2028 Term Loan and 2029 Term Loan, the “CF Term Loans”). All principal amounts available under the CF Term Loans were drawn as of December 31, 2025.

The Revolving Credit Facility has a fully-extended maturity date of February 6, 2030, after giving effect to two extension options of six months each, exercisable by the Operating Partnership, subject to the satisfaction of certain conditions. The 2028 Term Loan matures on January 25, 2028, the 2029 Term Loan has an original maturity of three years, plus extension options at the Operating Partnership's election, which can extend the maturity to February 24, 2029 and the 2030 Term Loan has an original maturity of three years, plus extension options at the Operating Partnership's election, which can extend the maturity to January 11, 2030. The loans under each of the Revolving Credit Facility and the CF Term Loans initially bear interest at an annual rate of applicable Adjusted Term SOFR (as defined in the Amended Credit Agreement) plus an applicable margin (which applicable margin varies between the Revolving Credit Facility and the CF Term Loans). The Adjusted Term SOFR is a rate with a term equivalent to the interest period applicable to the relevant borrowing. In addition, the Operating Partnership is required to pay a revolving facility fee throughout the term of the Revolving Credit Facility. The applicable margin and the revolving facility fee rate are a spread and rate, as applicable, set according to the credit ratings provided by S&P, Moody's and/or Fitch.

Each of the Revolving Credit Facility and the CF Term Loans is freely pre-payable at any time. Outstanding credit extensions under the Revolving Credit Facility are mandatorily payable if the amount of such credit extensions exceeds the revolving facility limit. The Operating Partnership may re-borrow amounts paid down on the Revolving Credit Facility prior to its maturity. Loans repaid under the CF Term Loans cannot be reborrowed. The Amended Credit Agreement has an accordion feature to increase, subject to certain conditions, the maximum availability of credit (either through increased revolving commitments or additional term loans) by up to $1.0 billion.

The Operating Partnership is the borrower under the Amended Credit Agreement, and we and certain of the subsidiaries of the Operating Partnership that own a direct or indirect interest in an eligible real property asset are guarantors under the Amended Credit Agreement. Under the terms of the Amended Credit Agreement, we are subject to customary restrictive financial and nonfinancial covenants which, among other things, require us to

50

maintain certain leverage ratios, cash flow and debt service coverage ratios, secured borrowing ratios. As of December 31, 2025, we were in compliance with these covenants.

The Amended Credit Agreement also restricts our ability to pay distributions to our stockholders under certain circumstances. However, we may make distributions to the extent necessary to maintain our qualification as a REIT under the Code. In addition to the financial covenants described above, the Amended Credit Agreement contains customary affirmative and negative covenants that, among other things and subject to exceptions, limit or restrict our ability to incur indebtedness and liens, consummate mergers or other fundamental changes, dispose of assets, make certain restricted payments, make certain investments, modify our organizational documents, transact with affiliates, change our fiscal periods, provide negative pledge clauses, make subsidiary distributions, enter into certain new lines of business or engage in certain activities, and fail to meet the requirements for taxation as a REIT.

2027 Term Loan

Through our Operating Partnership, we are party to a $430.0 million term loan (the “2027 Term Loan”) that matures in February 2027. The 2027 Term Loan bears interest at an annual rate of applicable Adjusted Term SOFR plus an applicable margin. The applicable Adjusted Term SOFR is the rate for a term equivalent to the interest period applicable to the relevant borrowing. The applicable margin is a spread set according to the Company’s corporate credit ratings provided by S&P, Moody’s and/or Fitch.

The 2027 Term Loan is pre-payable at any time by the Operating Partnership without penalty. The 2027 Term Loan has an accordion feature to increase, subject to certain conditions, the maximum availability of the facility up to an aggregate of $500.0 million.

The Operating Partnership is the borrower under the 2027 Term Loan, and we and certain of the subsidiaries of the Operating Partnership that own a direct or indirect interest in an eligible real property asset are guarantors under the facility. Under the terms of the 2027 Term Loan, we are subject to customary restrictive financial and nonfinancial covenants which, among other things, require us to maintain certain leverage ratios, cash flow and debt service coverage ratios, and secured borrowing ratios. As of December 31, 2025, we were in compliance with these covenants.

The 2027 Term Loan restricts our ability to pay distributions to our stockholders under certain circumstances. However, we may make distributions to the extent necessary to maintain our qualification as a REIT under the Code. The 2027 Term Loan contains certain additional covenants that, subject to exceptions, limit or restrict our incurrence of indebtedness and liens, disposition of assets, transactions with affiliates, mergers and fundamental changes, modification of organizational documents, changes to fiscal periods, making of investments, negative pledge clauses and lines of business and REIT qualification.

Senior Unsecured Notes

In June 2021, the Operating Partnership issued $400.0 million aggregate principal amount of 2.950% Senior Notes due 2031 (the "2031 Notes"), resulting in net proceeds of $396.6 million. In August 2025, the Operating Partnership issued $400.0 million aggregate principal amount of 5.400% Senior Notes due 2035 (the "2035 Notes" and, together with the 2031 Notes, the "Senior Notes"), resulting in net proceeds of $390.7 million. The Senior Notes were issued by the Operating Partnership and the obligations of the Operating Partnership under the Senior Notes are fully and unconditionally guaranteed by the Company.

The indenture and supplemental indenture creating the Senior Notes contain customary restrictive covenants, including limitations on our ability to incur additional secured and unsecured indebtedness. As of December 31, 2025, we were in compliance with these covenants.

Cash Flows

The following discusses our cash flows for the year ended December 31, 2025 as compared to the year ended December 31, 2024. A discussion of our cash flows for the year ended December 31, 2024, as compared to the year ended December 31, 2023, has been omitted from this Annual Report but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Cash Flows—

51

Comparison of the years ended December 31, 2024 and 2023" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Comparison of the years ended December 31, 2025 and 2024

As of December 31, 2025, we had $60.2 million of cash and cash equivalents and $10.2 million of restricted cash, as compared to $40.7 million of cash and cash equivalents and $4.3 million of restricted cash as of December 31, 2024.

Cash Flows for the year ended December 31, 2025

During the year ended December 31, 2025, net cash provided by operating activities was $381.1 million and our net income was $253.7 million. Our cash flows from operating activities are primarily dependent upon the occupancy of our portfolio, the rental rates specified in our leases, the interest on our loans and direct financing lease receivables, the collectability of rent and interest, and the level of our operating expenses and general and administrative costs. Our cash inflows from operating activities reflect adjustments to net income for non-cash items of $126.5 million, including i) depreciation and amortization of tangible, intangible and right-of-use real estate assets, and amortization of deferred financing costs and other non-cash interest expense of $162.8 million, ii) our provision for impairment of real estate of $12.0 million, iii) non-cash equity-based compensation expense of $13.2 million, iv) adjustments to rental revenue for tenant credit of $3.5 million and v) the change in our provision for credit losses of $0.1 million, reduced by i) our $12.8 million gain on dispositions of real estate, net and ii) $52.2 million related to the recognition of straight-line rent receivables. An additional inflow was our increase in accrued liabilities and other payables of $8.1 million, offset by the outflow caused by the increase in our rent receivables, prepaid expenses and other assets of $7.3 million.

Net cash used in investing activities during the year ended December 31, 2025 was $1.2 billion. Our net cash used in investing activities generally reflects our investment in real estate, including capital expenditures, construction in progress and lease incentives, and in mortgage loans receivable, which totaled $1.3 billion in the aggregate. These cash outflows were partially offset by $128.6 million of proceeds from sales of investments, net of disposition costs, and $28.6 million of principal collections on our loans and direct financing lease receivables.

Net cash provided by financing activities of $798.4 million during the year ended December 31, 2025 reflected net cash inflows of $657.6 million from the issuance of common stock, $855.0 million of borrowings under the Revolving Credit Facility and $390.7 million in net proceeds from the issuance of the 2035 Senior Notes. These cash inflows were partially offset by the payment of $233.9 million in dividends, repayment of $855.0 million of borrowings under the Revolving Credit Facility, the payment of $8.8 million of deferred financing costs related to the Amended Credit Facility and issuance of senior unsecured notes, the payment of $0.7 million of offering costs, and the payment of $6.4 million in taxes related to the net settlement of equity awards upon vesting.

Cash Flows for the year ended December 31, 2024

During the year ended December 31, 2024, net cash provided by operating activities was $308.5 million and our net income was $203.6 million. Our cash flows from operating activities are primarily dependent upon the occupancy of our portfolio, the rental rates specified in our leases, the interest on our loans and direct financing lease receivables, the collectability of rent and interest, and the level of our operating expenses and general and administrative costs. Our cash inflows from operating activities reflect adjustments to net income for non-cash items of $111.0 million, including i) depreciation and amortization of tangible, intangible and right-of-use real estate assets, and amortization of deferred financing costs and other non-cash interest expense of $129.3 million, ii) our provision for impairment of real estate of $14.8 million, iii) the change in our provision for credit losses of $0.2 million, iv) non-cash equity-based compensation expense of $10.8 million and v) adjustment to rental revenue for tenant credit of $0.6 million, reduced by i) our $6.0 million gain on dispositions of real estate, net and ii) $38.9 million related to the recognition of straight-line rent receivables. An additional inflow was our increase in accrued liabilities and other payables of $1.1 million, offset by the outflow caused by the increase in our rent receivables, prepaid expenses and other assets of $7.3 million.

Net cash used in investing activities during the year ended December 31, 2024 was $1.1 billion. Our net cash used in investing activities generally reflects our investment in real estate, including capital expenditures, construction in progress and lease incentives, and in mortgage loans receivable, which totaled $1.2 billion in the aggregate for the year ended December 31, 2024. These cash outflows were partially offset by $96.9 million of

52

proceeds from sales of investments, net of disposition costs, and $10.0 million of principal collections on our loans and direct financing lease receivables.

Net cash provided by financing activities of $810.7 million during the year ended December 31, 2024 reflected net cash inflows of $570.2 million from the issuance of common stock, $174.6 million of borrowings under the 2030 Term Loan and $490.0 million of borrowings under the Revolving Credit Facility. These cash inflows were partially offset by the payment of $199.7 million in dividends, $1.0 million of offering costs paid related to our follow-on offerings and our ATM Program, repayment of $220.0 million of borrowings under the Revolving Credit Facility, the payment of deferred financing costs of $0.1 million, and the payment of $3.3 million in taxes related to the net settlement of equity awards.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, 2025.

Contractual Obligations

The following table provides information with respect to our contractual obligations as of December 31, 2025: 

Payment due by period

(in thousands)

Total

2026

2027-2028

2029-2030

Thereafter

Unsecured term loans (1)

$

1,730,000 

$

— 

$

830,000 

$

900,000 

$

— 

Senior unsecured notes

800,000 

— 

— 

— 

800,000 

Revolving Credit Facility

— 

— 

— 

— 

— 

Tenant construction financing and reimbursement obligations (2)

114,537 

114,537 

— 

— 

— 

Operating lease obligations (3)

21,635 

923 

1,895 

1,557 

17,260 

Total

$

2,666,172 

$

115,460 

$

831,895 

$

901,557 

$

817,260 

_____________________________________ 

(1)After giving effect to extension options exercisable at the Operating Partnership's election, where applicable.

(2)Includes obligations to reimburse certain of our tenants for development, construction and renovation costs that they incur related to properties leased from the Company in exchange for contractual payments of interest or increased rent that generally increases proportionally with our funding.

(3)Includes $20.9 million of rental payments due under ground lease arrangements where our tenants are directly responsible for payment.

Additionally, we may enter into commitments to purchase goods and services in connection with the operation of our business. These commitments generally have terms of one-year or less and reflect expenditure levels comparable to our historical expenditures, as adjusted for growth.

Critical Accounting Estimates

Our accounting policies are determined in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that are subjective in nature and, as a result, our actual results could differ materially from our estimates. Estimates and assumptions include, among other things, subjective judgments regarding the fair values and useful lives of our properties for depreciation and lease classification purposes, the collectability of receivables and asset impairment analysis. Set forth below are the more critical accounting policies that require management judgment and estimates in the preparation of our consolidated financial statements.

Real Estate Investments

Investments in real estate are carried at cost less accumulated depreciation and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost and, in the case of asset acquisitions, transaction costs related to the acquisition.

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We allocate the purchase price (plus transaction costs) of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may include land, site improvements and buildings. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.

The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases based on the specific characteristics of each tenant's lease. We estimate the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. Factors we consider in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from six to 12 months. The fair value of above- or below-market leases is recorded based on the net present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between the contractual amount to be paid pursuant to the in-place lease and our estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining non-cancelable term of the lease including any below-market fixed rate renewal options for below-market leases.

In making estimates of fair values for purposes of allocating purchase price, we use a number of sources, including real estate valuations prepared by independent valuation firms. We also consider information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate, e.g., location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant's business. Additionally, we consider information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. We use the information obtained as a result of our pre-acquisition due diligence as part of our consideration of the accounting standard governing asset retirement obligations and, when necessary, will record an asset retirement obligation as part of the purchase price allocation.

Allowance for Credit Losses

Under ASC Topic 326, Financial Instruments - Credit Losses, we use a real estate loss estimate model (“RELEM”) which estimates losses on our loans and direct financing lease receivable portfolio, for purposes of calculating allowances for credit losses. The RELEM allows us to refine (on an ongoing basis) the expected loss estimate by incorporating asset-specific assumptions as necessary, such as anticipated funding, interest payments, estimated extensions and estimated loan repayment/refinancing at maturity to estimate cash flows over the life of the loan or direct financing lease receivable. The model also incorporates assumptions related to underlying collateral values, various loss scenarios, and predicted losses to estimate expected losses. Our specific asset-level inputs include loan-to-stabilized-value (“LTV”), principal balance, property type, location, coupon, origination year, term, subordination, expected repayment date and future funding. We categorize the results by LTV range, which we consider the most significant indicator of credit quality for our loans and direct financing lease receivables. A lower LTV ratio typically indicates a lower credit loss risk.

We also evaluate each loan and direct financing lease receivable measured at amortized cost for credit deterioration at least quarterly. Credit deterioration occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan or direct financing lease receivable.

Our allowance for credit losses is adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the real estate assets securing our loans. These estimations include various macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans and direct financing lease receivables during their anticipated term. Changes in our allowance for credit losses are presented within change in provision for credit losses in the accompanying statements of operations.

54

Impairment of Long-Lived Assets

If circumstances indicate that the carrying value of a property may not be recoverable, we review the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. Impairment assessments have a direct impact on the consolidated statements of operations, because recording an impairment loss results in an immediate negative adjustment to the consolidated statements of operations.

Adjustment to Rental Revenue for Tenant Credit

We continually review receivables related to rent and unbilled rent receivables and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

If the assessment of the collectability of substantially all payments due under a lease changes from probable to not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current period reduction of rental revenue in our consolidated statements of operations.

Derivative Instruments

In the normal course of business, we use derivative financial instruments, which may include interest rate swaps, caps, options, floors and other interest rate derivative contracts, to protect us against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of our floating-rate debt. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. We record all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may also enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately recorded in earnings. If we elect not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. We do not intend to use derivative instruments for trading or speculative purposes.

Equity-Based Compensation  

We grant shares of restricted common stock ("RSAs"), restricted stock units ("RSUs"), and long-term incentive plan units ("LTIP Units") in our Operating Partnership to our directors, executive officers and other employees that vest over multiple periods, subject to the recipient's continued service. We also grant performance-based RSUs and performance-based LTIP Units to our executive officers, the final number of which is determined based on objective and, with respect to performance-based RSUs issued prior to 2024, subjective performance conditions and which vest over a multi-year period, subject to the recipient's continued service. LTIP Units are a

55

class of partnership units issued by our Operating Partnership which are convertible into OP Units upon satisfaction of certain conditions, including, depending upon the particular award, those relating to vesting periods or performance criteria, and continued service.

We account for RSAs, RSUs, and LTIP Units in accordance with ASC 718, Compensation – Stock Compensation, which requires that such compensation be recognized in the financial statements based on its estimated grant-date fair value. The value of such awards is recognized as compensation expense in general and administrative expenses in the accompanying consolidated statements of operations over the applicable service periods.

We recognize compensation expense for equity-based compensation using the straight-line method based on the fair value of the award on the grant date. Forfeitures of equity-based compensation awards, if any, are recognized when they occur.

Results of Operations

The following discusses our results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024. A discussion of our results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, has been omitted from this Annual Report but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the years ended December 31, 2024 and 2023" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Comparison of the years ended December 31, 2025 and 2024 

Year ended December 31,

(dollar amounts in thousands)

2025

2024

Change

%

Revenues:

Rental revenue

$

527,534 

$

425,749 

$

101,785 

23.9 

%

Interest on loans and direct financing lease receivables

31,625 

23,409 

8,216 

35.1 

%

Other revenue, net

2,060 

452 

1,608 

355.8 

%

Total revenues

561,219 

449,610 

111,609 

Expenses:

General and administrative

40,864 

35,161 

5,703 

16.2 

%

Property expenses

7,576 

4,997 

2,579 

51.6 

%

Depreciation and amortization

153,602 

122,161 

31,441 

25.7 

%

Provision for impairment of real estate

11,997 

14,845 

(2,848)

(19.2)

%

Change in provision for credit losses

108 

230 

(122)

(53.0)

%

Total expenses

214,147 

177,394 

36,753 

Other operating income:

Gain on dispositions of real estate, net

12,849 

5,977 

6,872 

115.0 

%

Income from operations

359,921 

278,193 

81,728 

Other (expense)/income:

Loss on debt extinguishment

— 

— 

— 

— 

%

Interest expense

(108,083)

(78,544)

(29,539)

37.6 

%

Interest income

2,537 

3,069 

(532)

(17.3)

%

Other income

— 

1,548 

(1,548)

— 

%

Income before income tax expense

254,375 

204,266 

50,109 

Income tax expense

644 

628 

16 

2.5 

%

Net income

253,731 

203,638 

50,093 

Net income attributable to non-controlling interests

(718)

(634)

(84)

(13.2)

%

Net income attributable to stockholders

$

253,013 

$

203,004 

$

50,009 

56

Revenues:

Rental revenue. Rental revenue increased by $101.8 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024. The increase in rental revenue was driven primarily by the growth in the size of our real estate investment portfolio, which generated additional revenues. Our real estate investment portfolio grew from 1,947 rental properties, representing $5.2 billion in total real estate investments, net, as of December 31, 2024 to 2,142 rental properties, representing $6.2 billion in total real estate investments, net, as of December 31, 2025. Our real estate investments were acquired throughout the periods presented and were not all owned by us for the entirety of the applicable periods; accordingly, a significant portion of the increase in rental revenue between periods is related to recognizing revenue in 2025 from acquisitions that were made during 2024 and 2025.

Interest on loans and direct financing lease receivables. Interest on loans and direct financing lease receivables increased by $8.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, due to an increase in investments in loans receivable during 2025, leading to a higher average daily balance of loans receivable outstanding during the December 31, 2025.

Other revenue, net. Other revenue increased by $1.6 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to the receipt of non-recurring lease termination fees during the year ended December 31, 2025.

Expenses:

General and administrative. General and administrative expense increased by $5.7 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily related to an increase in salary expense and professional fees incurred during the year ended December 31, 2025.

Property expenses. Property expenses increased by $2.6 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase in property expenses was primarily due to increased reimbursable property taxes and property-related operational costs during the year ended December 31, 2025.

Depreciation and amortization. Depreciation and amortization expense increased by $31.4 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. Depreciation and amortization expense increased in proportion to the increase in the size of our real estate investment portfolio during the year ended December 31, 2025.    

Provision for impairment of real estate. Impairment charges on real estate investments were $12.0 million and $14.8 million for the years ended December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, we recorded a provision for impairment of real estate on 14 and 22 of our real estate investments, respectively.

Change in provision for credit losses. The change in our provision for credit losses in our loan portfolio decreased by $0.1 million during the year ended December 31, 2025, as compared to the year ended December 31, 2024. Under ASC 326, we are required to re-evaluate the expected loss on our portfolio of loans and direct financing lease receivables at each balance sheet date. Changes in our provision for loan losses are driven by revisions to global and loan-specific assumptions in our loan loss model and by changes in the size of our loan and direct financing lease portfolio.

Other operating income:

Gain on dispositions of real estate, net. Gain on dispositions of real estate, net, increased by $6.9 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. We disposed of 60 and 46 real estate properties during the year ended December 31, 2025 and 2024, respectively.

Other (expense)/income:

Interest expense. Interest expense increased by $29.5 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase in interest expense was primarily due to an

57

increase in our outstanding debt balance and increased interest rates during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Interest income. Interest income decreased by $0.5 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease in interest income was primarily due to a decrease in our short-term investments during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

Other income. During the year ended December 31, 2024, we recorded $1.5 million of other income related to the settlement of litigation with a former tenant. Substantially all of this amount relates to proceeds received to recoup legal fees and other related expenses previously incurred associated with enforcing our rights under the leases with the former tenant.

Income tax expense. Income tax expense increased by approximately $16,000 for the year ended December 31, 2025, as compared to the year ended December 31, 2024. We are organized and operate as a REIT and are generally not subject to U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. However, the Operating Partnership is subject to taxation in certain state and local jurisdictions that impose income taxes on a partnership.

Non-GAAP Financial Measures

Our reported results are presented in accordance with GAAP. We also disclose the following non-GAAP financial measures: funds from operations (“FFO”), core funds from operations (“Core FFO”), adjusted funds from operations (“AFFO”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), EBITDA further adjusted to exclude gains (or losses) on sales of depreciable property and real estate impairment losses (“EBITDAre”), adjusted EBITDAre, annualized adjusted EBITDAre, net debt, net operating income (“NOI”), cash NOI (“Cash NOI”) and cash general and administrative expense ("Cash G&A"). We believe these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs.

We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO is used by management, and may be useful to investors and analysts, to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains and losses on sales (which are dependent on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions).

We compute Core FFO by adjusting FFO, as defined by NAREIT, to exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature and/or not related to our core real estate operations. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis. Core FFO is used by management in evaluating the performance of our core business operations. Items included in calculating FFO that may be excluded in calculating Core FFO include certain transaction related gains, losses, income or expense or other non-core amounts as they occur.

To derive AFFO, we modify our computation of Core FFO to include other adjustments to GAAP net income related to certain items that we believe are not indicative of our operating performance, including straight-line rental revenue, non-cash interest, non-cash compensation expense, other amortization expense, other non-cash adjustments and capitalized interest expense. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We believe that AFFO is an additional useful supplemental measure for investors to consider when assessing our operating performance without the distortions created by non-cash items and certain other revenues and expenses.

58

FFO, Core FFO and AFFO do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Additionally, our computation of FFO, Core FFO and AFFO may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

The following table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO and AFFO attributable to stockholders and non-controlling interests:

Year ended December 31,

(in thousands)

2025

2024

2023

Net income

$

253,731 

$

203,638 

$

191,415 

Depreciation and amortization of real estate

153,453 

121,997 

102,103 

Provision for impairment of real estate

11,997 

14,845 

3,548 

Gain on dispositions of real estate, net

(12,849)

(5,977)

(24,167)

FFO attributable to stockholders and non-controlling interests

406,332 

334,503 

272,899 

Non-core (income) expense (1)(2)

(2,354)

— 

(510)

Core FFO attributable to stockholders and non-controlling interests

403,978 

334,503 

272,389 

Adjustments:

Straight-line rental revenue, net

(50,162)

(38,661)

(30,375)

Non-cash interest

5,802 

4,086 

3,187 

Non-cash compensation expense

14,438 

10,827 

9,192 

Other amortization expense

1,723 

1,802 

1,507 

Other non-cash adjustments

2,054 

1,075 

(73)

Capitalized interest expense

(3,192)

(5,760)

(2,430)

AFFO attributable to stockholders and non-controlling interests

$

374,641 

$

307,872 

$

253,397 

_____________________________________

(1)Includes the recognition of $2.4 million of cash and non-cash compensation expense that was not incurred due to the departure of an executive during the year ended December 31, 2025.

(2)Includes $0.1 million loss on debt extinguishment, $0.9 million of insurance recovery income and $0.3 million of severance expense and non-cash compensation expense during the year ended December 31, 2023.

We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. In 2017, NAREIT issued a white paper recommending that companies that report EBITDA also report EBITDAre. We compute EBITDAre in accordance with the definition adopted by NAREIT. NAREIT defines EBITDAre as EBITDA (as defined above) excluding gains (or losses) from the sales of depreciable property and real estate impairment losses. We present EBITDA and EBITDAre as they are measures commonly used in our industry. We believe that these measures are useful to investors and analysts because they provide supplemental information concerning our operating performance, exclusive of certain non-cash items and other costs. We use EBITDA and EBITDAre as measures of our operating performance and not as measures of liquidity.

EBITDA and EBITDAre do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Additionally, our computation of EBITDA and EBITDAre may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

59

The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA and EBITDAre attributable to stockholders and non-controlling interests:

Year ended December 31,

(in thousands)

2025

2024

2023

Net income

$

253,731 

$

203,638 

$

191,415 

Depreciation and amortization

153,602 

122,161 

102,219 

Interest expense

108,083 

78,544 

52,597 

Interest income

(2,537)

(3,069)

(2,011)

Income tax expense

644 

628 

636 

EBITDA attributable to stockholders and non-controlling interests

513,523 

401,902 

344,856 

Provision for impairment of real estate

11,997 

14,845 

3,548 

Gain on dispositions of real estate, net

(12,849)

(5,977)

(24,167)

EBITDAre attributable to stockholders and non-controlling interests

$

512,671 

$

410,770 

$

324,237 

We further adjust EBITDAre for the most recently completed quarter i) based on an estimate calculated as if all re-leasing, investment and disposition activity that took place during the quarter had been made on the first day of the quarter, ii) to exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature and iii) to eliminate the impact of lease termination fees and contingent rental revenue from certain of our tenants, which is subject to sales thresholds specified in the applicable leases ("Adjusted EBITDAre"). We then annualize quarterly Adjusted EBITDAre by multiplying it by four ("Annualized Adjusted EBITDAre"), which we believe provides a meaningful estimate of our current run rate for all of our investments as of the end of the most recently completed quarter. You should not unduly rely on this measure, as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly less than our current Annualized Adjusted EBITDAre.

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The following table reconciles net income (which is the most comparable GAAP measure) to Annualized Adjusted EBITDAre attributable to stockholders and non-controlling interests for the three months ended December 31, 2025:

(in thousands)

Three months ended December 31, 2025

Net income

$

68,274 

Depreciation and amortization

41,044 

Interest expense

30,944 

Interest income

(631)

Income tax expense

160 

EBITDA attributable to stockholders and non-controlling interests

139,791 

Provision for impairment of real estate

4,063 

Gain on dispositions of real estate, net

(4,428)

EBITDAre attributable to stockholders and non-controlling interests

139,426 

Adjustment for current quarter re-leasing, acquisition and disposition activity (1)

4,645 

Adjustment to exclude other non-core or non-recurring activity (2)

(2,047)

Adjustment to exclude termination/prepayment fees and certain percentage rent (3)

(1,420)

Adjusted EBITDAre attributable to stockholders and non-controlling interests

$

140,604 

Annualized Adjusted EBITDAre attributable to stockholders and non-controlling interests

$

562,416 

_____________________________________

(1)Adjustment assumes all re-leasing activity, investments in and dispositions of real estate and loan repayments completed during the three months ended December 31, 2025 had occurred on October 1, 2025.

(2)Adjustment is made to i) exclude non-core adjustments made in computing Core FFO, if any, ii) exclude changes in our provision for credit losses and iii) eliminate the impact of seasonal fluctuation in certain non-cash compensation expense recorded in the period.

(3)Adjustment excludes lease termination or loan prepayment fees and contingent rent (based on a percentage of the tenant's gross sales at the leased property) where payment is subject to exceeding a sales threshold specified in the lease, if any.

We calculate our net debt as our gross debt (defined as total debt plus net deferred financing costs on our secured borrowings) less cash and cash equivalents and restricted cash available for future investment. We believe excluding cash and cash equivalents and restricted cash available for future investment from gross debt, all of which could be used to repay debt, provides an estimate of the net contractual amount of borrowed capital to be repaid, which we believe is a beneficial disclosure to investors and analysts.

The following table reconciles total debt (which is the most comparable GAAP measure) to net debt: 

December 31,

(in thousands)

2025

2024

Unsecured term loan, net of deferred financing costs

$

1,725,010 

$

1,721,114 

Revolving credit facility

— 

— 

Senior unsecured notes

786,708 

396,403 

Total debt

2,511,718 

2,117,517 

Deferred financing costs and original issue discount, net

18,282 

12,483 

Gross debt

2,530,000 

2,130,000 

Cash and cash equivalents

(60,181)

(40,713)

Restricted cash available for future investment

(10,184)

(4,265)

Net debt

$

2,459,635 

$

2,085,022 

We compute NOI as total revenues less property expenses. NOI excludes all other items of expense and income included in the financial statements in calculating net income or loss, in accordance with GAAP. Cash NOI

61

further excludes non-cash items included in total revenues and property expenses, such as straight-line rental revenue and other amortization and non-cash adjustments. We believe NOI and Cash NOI provide useful and relevant information because they reflect only those revenue and expense items that are incurred at the property level and present such items on an unlevered basis.

NOI and Cash NOI are not measures of financial performance under GAAP. You should not consider our NOI and Cash NOI as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Additionally, our computation of NOI and Cash NOI may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

The following table reconciles net income (which is the most comparable GAAP measure) to NOI and Cash NOI attributable to stockholders and non-controlling interests: 

Year ended December 31,

(in thousands)

2025

2024

2023

Net income

$

253,731 

$

203,638 

$

191,415 

General and administrative expense

40,864 

35,161 

30,678 

Depreciation and amortization

153,602 

122,161 

102,219 

Provision for impairment of real estate

11,997 

14,845 

3,548 

Change in provision for credit losses

108 

230 

(99)

Gain on dispositions of real estate, net

(12,849)

(5,977)

(24,167)

Loss on debt extinguishment

— 

— 

116 

Interest expense

108,083 

78,544 

52,597 

Interest income

(2,537)

(3,069)

(2,011)

Other income

— 

(1,548)

— 

Income tax expense

644 

628 

636 

NOI attributable to stockholders and non-controlling interests

553,643 

444,613 

354,932 

Straight-line rental revenue, net

(50,162)

(38,661)

(30,375)

Other amortization and non-cash adjustments

3,777 

2,877 

1,507 

Cash NOI attributable to stockholders and non-controlling interests

$

507,258 

$

408,829 

$

326,064 

We compute Cash G&A as general and administrative expense, as determined in accordance with GAAP, less non-core general and administrative expense, non-cash compensation expense and straight-line rent expense on leases where we are the lessee. We exclude non-core general and administrative expense, non-cash compensation expense and straight-line rent expense because they may cause short-term fluctuations in general and administrative expense but have no impact on operating cash flows or long-term operating performance. We believe that Cash G&A is a useful supplemental measure for investors to consider when assessing our operating performance without the distortion created by non-cash and non-core items.

Cash G&A is not a measure of financial performance under GAAP. You should not consider our Cash G&A as an alternative to general and administrative expense determined in accordance with GAAP. Additionally, our computation of Cash G&A may differ from the methodology for calculating this metric used by other equity REITs, and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

62

The following table reconciles general and administrative expense (which is the most comparable GAAP measure) to Cash G&A:

Year ended December 31,

(in thousands)

2025

2024

2023

General and administrative expense

$

40,864 

$

35,161 

$

30,678 

Non-core general and administrative expense(1)(2)

2,354 

— 

(250)

Non-cash compensation expense

(14,438)

(10,827)

(9,192)

Straight-line rent expense

(26)

(1)

(30)

Cash G&A

$

28,754 

$

24,333 

$

21,206 

_____________________________________

(1)Includes the recognition of $2.4 million of cash and non-cash compensation expense that was not incurred due to the departure of an executive during the .

(2)Includes $0.3 million of severance expense and non-cash compensation expense during the year ended December 31, 2023.

63