LXP Industrial Trust (LXP)

CIK: 0000910108. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-12.

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=910108. Latest filing source: 0000910108-26-000009.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000910108.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.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000910108.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.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000910108-26-000030.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-29. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Introduction

Unless stated otherwise or the context otherwise requires, the “Company,” the “Trust,” “LXP,” “we,” “our,” and “us” refer collectively to LXP Industrial Trust and its consolidated subsidiaries. All of the Company's interests in properties are held in, and all property operating activities are conducted, through special purpose entities, which we refer to as property owner subsidiaries or lender subsidiaries and are separate and distinct legal entities, but in some instances are consolidated for financial statement purposes and/or disregarded for income tax purposes. References herein to this “Quarterly Report” are to this Quarterly Report on Form 10-Q for the three months ended March 31, 2026. The results of operations contained herein for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for a full year.

When we use the term “REIT,” we mean an entity that has elected to be qualified as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code"). All references to 2026 and 2025 refer to the periods ending March 31, 2026 and 2025, respectively, and our fiscal year ended December 31, 2025.

When we use the term “GAAP,” we mean United States generally accepted accounting principles in effect from time to time.

When we use the term “common shares,” we mean our shares of beneficial interest par value $0.0001, classified as common stock. Effective as of 5:00 p.m. ET on November 10, 2025, each outstanding common share automatically reclassified into 1/5th of a common share, which we refer to as the "Reverse Split." All common share amounts are presented on a reclassified basis. When we use the term “Series C Preferred Shares,” we mean our beneficial interest classified as 6.50% Series C Convertible Preferred Stock.

When we use the term “base rent,” we mean GAAP rental revenue and ancillary income, excluding billed tenant reimbursements and lease termination income.

When we use “Stabilized Portfolio,” we mean all real estate properties that have achieved 90% occupancy of the property or, if earlier, where it has been one-year from the cessation of major construction activities. Non-stabilized, substantially completed development projects are classified within investments in real estate under construction.

The terms “FFO,” “Adjusted Company FFO,” and “NOI” are defined in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of this Quarterly Report.

The following is a discussion and analysis of the unaudited Condensed Consolidated Financial condition and results of operations of LXP Industrial Trust for the three months ended March 31, 2026 and 2025, and significant factors that could affect its prospective financial condition and results of operations. This discussion should be read together with the accompanying unaudited Condensed Consolidated Financial Statements of the Company included herein and notes thereto and with the consolidated financial statements and notes thereto included in the Company's most recent Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, or SEC, on February 12, 2026, which we refer to as the Annual Report. Historical results may not be indicative of future performance.

Forward-Looking Statements. This Quarterly Report, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects,” “may,” “plans,” “predicts,” “will,” “will likely result” or similar expressions. Readers should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. In particular, among the factors that could cause actual results, performances or achievements to differ materially from current expectations, strategies or plans include, among others, those risks discussed below in “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and under the headings “Risk Factors” in this Quarterly Report and under “Risk Factors” in Part I, Item A and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report and other periodic reports filed by the Company with the SEC. Except as required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements which may be made to reflect events or

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circumstances after the date hereof or to reflect the occurrence of unanticipated events. Accordingly, there is no assurance that our expectations will be realized.

Overview

As of March 31, 2026, we had equity ownership interests in approximately 108 consolidated real estate properties, located in 14 states and containing approximately 52.7 million square feet of rentable space, which were approximately 96.6% leased based upon net rentable square feet.

Our portfolio primarily consists of Class A warehouse and distribution real estate investments in our 12 target markets within the Sunbelt and lower Midwest. We expect to grow in these markets by executing on our development pipeline, including through build-to-suits, and opportunistically acquiring facilities in these markets, primarily through tax-deferred exchanges related to capital recycling. However, increased financing costs and industrial real estate fundamentals continue to negatively impact development starts in our target markets and the markets where we own properties. Due to this, the current key drivers to growth in our revenues are leasing our vacant, operating, redevelopment and development properties and mark-to-market of our lease rollover.

First Quarter 2026 Transaction Summary.

The following summarizes our transactions during the three months ended March 31, 2026:

Leasing Activity.

•Completed 1.8 million square feet of new leases and lease extensions, increasing base and cash base rents by 19.1% and 11.9%, respectively.

Development Activity.

•Commenced a 1.2 million square foot speculative development project in Phoenix, Arizona.

Debt.

•Extended the maturities and reduced pricing on $600 million unsecured revolving credit facility and $250 million term loan.

Equity.

•Repurchased and retired 0.3 million common shares at an average price of $48.70 per common share under existing share repurchase program.

Critical Accounting Estimates

Our critical accounting estimates are included in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to these estimates during the three months ended March 31, 2026.

Liquidity and Capital Resources

Cash Flows. We believe that cash flows from operations will continue to provide adequate capital to fund our operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with applicable REIT requirements in both the short-term and long-term. However, our cash flow from operations may be negatively affected in the near term if we experience tenant defaults. In addition, we anticipate that cash on hand, borrowings under our unsecured revolving credit facility, capital recycling proceeds, issuances of equity, mortgage proceeds and other debt, as well as other available alternatives, will provide the necessary capital required by our business.

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As of March 31, 2026, the principal balance of our secured debt was $48.5 million compared to $49.9 million at December 31, 2025. Our property owner subsidiaries do not have mortgage maturities with balloon payments due until 2031. With respect to mortgages encumbering properties where the expected lease rental revenues are sufficient to provide an estimated property value in excess of the mortgage balance, we believe our property owner subsidiaries have sufficient sources of liquidity to meet these obligations through future cash flows from operations, the credit markets and, if determined appropriate by us, a capital contribution from us from either cash on hand ($130.1 million at March 31, 2026), property sale proceeds or borrowing capacity on our revolving credit facility ($600.0 million at March 31, 2026, subject to covenant compliance).

Cash flows from operations were $37.5 million for the three months ended March 31, 2026 as compared to $39.0 million for the three months ended March 31, 2025. The decrease was primarily related to decreased rental revenue related to property sales and vacancies. The underlying drivers that impact our working capital, and therefore cash flows from operations, are the timing of collection of rents, including reimbursements from tenants, payment of interest on debt and payment of operating and general and administrative costs. We believe the net-lease structure of the leases encumbering a majority of the properties in which we have an interest mitigates the risks of the timing of cash flows from operations since the payment and timing of operating costs related to the properties are generally borne directly by the tenant. The collection and timing of tenant rents are closely monitored by management as part of our cash management program.

Net cash (used in) provided by investing activities totaled $(6.9) million and $23.2 million during the three months ended March 31, 2026 and 2025, respectively. Cash used in investing activities in 2026 related primarily to investments in real estate under construction, capital expenditures, lease costs, investments in non-consolidated entities and changes in real estate deposits, offset by net proceeds from receipt of insurance proceeds. Cash provided by investing activities in 2025 related primarily to proceeds from property sales and receipt of insurance proceeds, offset by acquisitions of real estate, investments in real estate under construction, capital expenditures, lease costs, investments in non-consolidated entities and changes in real estate deposits, net.

Net cash used in financing activities totaled $71.0 million and $93.1 million during the three months ended March 31, 2026 and 2025, respectively. Cash used in financing activities in 2026 was primarily related to the dividends, repurchase of common shares, debt service payments, deferred financing costs related to amending the credit facility and Term Loan, distributions to noncontrolling interests, offset by contributions from noncontrolling interests. Cash used in financing activities in 2025 was primarily related to the partial repayment of the Term Loan, dividends, and debt service payments, offset by contributions from noncontrolling interests.

At-The-Market Offering Program. We maintain an At-The-Market offering program ("ATM program") under which we can issue common shares, including through forward sales contracts.

We may sell up to $350.0 million common shares over the term of the pro

[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: 2026-02-12. Report date: 2025-12-31.

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

In this discussion, we have included statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These statements may relate to our future plans and objectives, among other things. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those indicated in the forward-looking statements include, among others, those discussed above in “Risk Factors” in Part I, Item 1A of this Annual Report and “Cautionary Statements Concerning Forward-Looking Statements” in the beginning of this Annual Report.

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Introduction

The following is a discussion and analysis of the consolidated financial condition and results of operations of LXP Industrial Trust for the years ended December 31, 2025 and 2024, and significant factors that could affect our prospective financial condition and results of operations. This discussion should be read together with our accompanying consolidated financial statements included herein and notes thereto.

Summary of 2025 Transactions

The following summarizes certain of our transactions during 2025.

Leasing Activity.

•Entered into new leases and lease extensions encompassing 4.9 million square feet. The average fixed rent on new and extended leases was $5.99 per square foot, compared to the average fixed rent on these leases before extension of $5.23 per square foot. The weighted-average cost of tenant improvements and lease commissions was $1.22 per square foot for new and extended leases.

•Increased stabilized portfolio occupancy to 97.1%.

Investments.

•Acquired one warehouse facility located in the Atlanta, Georgia market for $30.0 million totaling 0.2 million square feet with a weighted-average lease term of 3.9 years.

•Commenced redevelopment of two warehouse facilities located in the Central Florida and Richmond, Virginia markets totaling 0.6 million square feet.

Capital Recycling.

•Sold our interests in 11 warehouse facilities for gross proceeds of $389.1 million. Two of the facilities sold were vacant development projects totaling 2.1 million square feet, located in Ocala, Florida and Indianapolis, Indiana markets for a gross aggregate price of $174.6 million.

Debt.

•Repaid $50.0 million of the $300.0 million term loan.

•Repurchased $28.1 million of the Company's Trust Preferred Securities at a 5.0% discount to par value.

•Completed a cash tender offer and repurchased $140.0 million of the 6.750% Unsecured Senior Notes due 2028.

Equity.

•Completed the Reverse Split.

•Repurchased and retired 0.1 million common shares for an average price of $49.04 per common share.

Investment Trends

General. We focus our investment activity primarily on income producing single-tenant warehouse and distribution assets and build-to-suit and speculative development of warehouse and distribution assets.

In 2025, we acquired a $30.0 million warehouse facility, which is a decrease of $520.5 million compared to 2024 investment activity of $550.5 million. The decrease was primarily due to our prioritizing deleveraging over reinvestment of capital recycling proceeds.

In addition, we may continue to selectively recycle capital out of our non-target markets over time and, as opportunities arise, use the proceeds to reduce indebtedness and invest in our target markets, primarily through our development activities. We do not expect capital recycling to have a material dilutive impact on earnings.

The main drivers of growth in the industrial real estate market have been e-commerce and nearshoring. In addition, certain of our target markets are benefiting from advanced manufacturing investments and business-friendly local and state governments.

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There continues to be competition for the acquisition of industrial properties, specifically warehouse and distribution facilities. While we believe the industrial market will continue to grow, increased costs from international trade policy may continue to cause some tenants to reevaluate expansion and growth plans. As construction starts were reduced in recent years and supply in our markets has decreased, we expect to prioritize development activities, including build-to-suit projects, over acquisitions of leased properties due to the relatively higher yield that development activities generally provide.

Lease Term. As of December 31, 2025, our leases have a weighted average lease term of 4.8 years. We believe we are well positioned to take advantage of market rental growth in our target markets which continue to outperform the coastal industrial real estate markets.

Our industrial investment underwriting focuses more on real estate characteristics such as location and related demographic and local economic trends than it does on tenant credit. This has allowed us to selectively acquire certain short-term leased or vacant warehouse and distribution facilities, which may be acquired with greater total return potential than long-term leased warehouse and distribution facilities and allow for a value-add strategy through the lease renewal, lease up or a multi-tenanting process.

Development. Our development activities have been focused on build-to-suit projects, speculative development and purchasing newly-developed properties with vacancy. In 2026, we expect to continue to focus our development activities on build-to-suit projects and selective speculative development in markets with favorable industrial real estate fundamentals. Due to low construction starts in our target markets in recent years, we believe supply has decreased and demand is increasing, which may provide opportunity for more development investment.

Leasing

General. Re-leasing properties that are currently vacant or become vacant as leases expire at favorable effective rates is a primary area of focus for our asset management strategy. Renewals of industrial leases, particularly for warehouse and distribution facilities, are generally dependent on location and occupancy alternatives for our tenants. Uncertainty from international trade policy has caused some tenants to reevaluate their space needs and consolidate into other spaces or move to facilities with lower rental rates.

If a property cannot be re-let to a single user and the property can be adapted to multi-tenant use, we determine whether the costs of adapting the property to multi-tenant use outweigh the benefit of funding operating costs while searching for a single-tenant and whether selling a vacant property, which limits operating costs and allows us to redeploy capital, is in the best interest of our shareholders.

A majority of our leases require tenants to pay operating expenses, including maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses. However, certain of our leases provide for some level of landlord responsibility for capital repairs and replacements, the cost of which is generally factored into the rental rate and our underwriting. Our motivation to release vacant space requires us to meet market demands with respect to rental rates, tenant concessions and landlord responsibilities. Developers may be similarly motivated when signing leases with tenants due to the significant competition in the industrial space. As a result, the obligations of our property owner subsidiaries on new leases and newly renewed or extended leases may increase to include, among other items, some form of responsibility for operating expenses and/or capital repairs and replacements.

During the year ended December 31, 2025, we completed 4.9 million square feet of new leases and extended leases, raising base and cash base rents by 29.7% and 27.7%, respectively, excluding two fixed-rate renewals, an additional two-year extension to 2030 at a 0.6 million square foot facility completed in the first quarter of 2025 and a first-generation lease at a 1.1 million square foot facility completed in the second quarter of 2025.

Inherent Growth. As of December 31, 2025, 99.3% of our leases had scheduled rent increases. The average escalation rate of these leases based on the next rent step was 2.8% as of December 31, 2025.

As of December 31, 2025, we had 1.5 million square feet of vacancy in the consolidated portfolio, which upon lease up is expected to add revenue to the portfolio and decrease operating expenses. In addition, as of December 31, 2025, approximately 73.8% of our ABR was from leases scheduled to expire during 2026 through 2031. We believe a portion of these leases have below-market rents and we expect to mark the expiring rents to market, which should further increase our revenues.

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Tenant Credit. We continue to monitor the credit of tenants of properties in which we have an interest by (1) subscribing to rating agency information, so that we can monitor changes in the ratings of our rated tenants, (2) reviewing financial statements that are publicly available or that are required to be delivered to us under the applicable lease, (3) monitoring news reports regarding our tenants and their respective businesses, (4) monitoring the timeliness of rent collections and (5) meeting with our tenants and observing their use of our facilities.

Impairment Charges

We did not incur any impairment charges during the years ended December 31, 2025 and 2024.

Critical Accounting Estimates

In preparing the consolidated financial statements we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accounting estimates are deemed critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Below is a summary of the critical accounting estimates used in the preparation of our consolidated financial statements. A summary of our significant accounting policies which are important to the portrayal of our financial condition and results of operations is set forth in Note 2 to the Consolidated Financial Statements, which are included in “Financial Statements and Supplementary Data” in Part II, Item 8 of this Annual Report.

Acquisition and Development of Real Estate. Substantially all of our acquisitions of real estate assets and liabilities are accounted for as asset acquisitions. As such, the purchase prices of acquired tangible and intangible assets and liabilities are recorded and allocated at fair value on a relative basis. The recorded allocations of tangible assets are based on the “as-if-vacant” value using estimated cash flow projections of the properties acquired which incorporates discount, capitalization and interest rates as well as available comparable market information. Allocations of intangible assets includes management’s estimates of current market rents and leasing costs.

We use considerable judgment in our estimates of cash flow projections, discount, capitalization and interest rates, fair market lease rates, carrying costs during hypothetical expected lease-up periods and costs to execute similar leases. While our methodology for purchase price allocation did not change during the year ended December 31, 2025, the real estate market is fluid and our assumptions are based on information currently available in the market at the time of acquisition. Significant increases or decreases in these key estimates, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value measurement of the real estate assets being acquired.

For properties under development, costs associated with development (i.e., land, construction costs, interest expense, property taxes and other costs associated with development) are aggregated into the total capitalized costs of the property. Included in these costs are management’s estimates for the portions of internal costs (primarily personnel costs) deemed related to such development activities. The internal costs are allocated to specific development projects based on development activities.

Revenue Recognition. We enter into agreements with tenants that convey the right to control the use of identified space at our properties in exchange for rental revenue. These agreements meet the criteria for recognition as leases under Accounting Standards Codification (“ASC”) 842, Leases. Lease classification tests require significant estimates and judgments by management in its application. Upon lease commencement or lease modification, we assess the lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. The determination of lease classification requires the calculation of the rate implicit in the lease, which is driven by significant estimates, including the estimation of both the value assigned to the property components on the lease commencement date or upon acquisition and the estimation of the unguaranteed residual value of such components at the end of the lease term. The determination of the lease term also requires judgment because the probability of purchase options and renewals have to be analyzed to conclude if they are reasonably certain of being exercised. If the lease component is determined to be a direct financing or sales-type lease, revenue is recognized over the life of the lease using the rate implicit in the lease.

Most of our leases are operating leases. We recognize operating lease revenue on a straight-line basis over the term of the lease when it is probable that the lease revenue is collectible over the remaining term of the lease unless another systematic and rational basis is more representative of the time pattern in which the use benefit is derived from the leased property. We commence revenue recognition when possession or control of the space is turned over to the tenant.

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Impairment of Real Estate. We record impairments of our real estate assets classified as held for use when triggering events dictate that an asset may be impaired. An impairment is recorded when the carrying amount of the asset exceeds the sum of its undiscounted future operating and residual cash flows. The impairment is the difference between the estimated fair value of the asset and the carrying amount. We record impairments of our real estate assets classified as held for sale at the lower of the carrying amount or estimated fair value using the estimated or contracted sales price less costs to sell. Any real estate assets recorded at fair value on a non-recurring basis as a result of our impairment analysis are valued using unobservable local and national industry market data such as comparable sales, appraisals, brokers’ opinions of value and/or terms of definitive sales contracts. Additionally, the analysis includes considerable judgment in our estimates of hold periods, projected cash flows and discount and capitalization rates. Significant increases or decreases in any of these inputs, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value measurement of the real estate assets being assessed.

We will record an impairment charge related to our investments in non-consolidated entities if we determine the fair value of the investments are less than their carrying value and such impairment is other-than-temporary. We evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization. We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income, hold periods, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information and whether certain impairments are other-than-temporary.

New Accounting Pronouncements

For a discussion of new accounting pronouncements, see Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included in this report.

Liquidity and Capital Resources

Overview:

Our principal sources of liquidity have been (1) undistributed cash flows generated from our investments, (2) proceeds from the sales of our investments, (3) the public and private equity and debt markets, (4) corporate level borrowings, (5) property specific debt, and (6) commitments from co-investment partners.

Our ability to incur additional debt to fund acquisitions and the cost of any such debt is dependent upon our existing leverage, the value of the assets we are attempting to leverage, our revenues and general economic and credit market conditions, which may be outside of management's control or influence.

Cash Flows:

We believe that cash flows from operations will continue to provide adequate capital to fund our operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with applicable REIT requirements in both the short-term and long-term. However, our cash flow from operations may be negatively affected in the near term if we experience tenant defaults. In addition, we anticipate that cash on hand, borrowings under our unsecured revolving credit facility, capital recycling proceeds, issuances of equity, mortgage proceeds and other debt, as well as other available alternatives, will provide the necessary capital required by our business.

Cash flows from operations as reported on the Consolidated Statements of Cash Flows totaled $188.7 million for 2025 and $211.2 million for 2024. The decrease was related primarily to a decrease in cash flow due to property sales and vacancies, partially offset by rental revenue related to acquired properties, lease extensions and placing development properties into service during 2024 and the receipt of a lease termination fee. The underlying drivers that impact our working capital, and therefore cash flows from operations, are the timing of collection of rents, including reimbursements from tenants, payment of interest on debt and payment of operating and general and administrative costs. We believe the net-lease structure of the leases encumbering a majority of the properties in which we have an interest mitigates the risks of the timing of cash flows from operations since the payment and timing of operating costs related to the properties are generally borne directly by the tenant. The collection and timing of tenant rents are closely monitored by management as part of our cash management program.

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Net cash provided by investing activities totaled $298.2 million in 2025 and $86.4 million in 2024. Cash provided by investing activities in 2025 related primarily to proceeds from property sales, receipt of insurance proceeds and distributions from non-consolidated entities, offset by acquisitions of real estate, investments in real estate under construction, capital expenditures, lease costs, investments in non-consolidated entities and changes in real estate deposits, net. Cash provided by investing activities in 2024 related primarily to net proceeds received from the disposition of real estate, realization of the net investment in a sales-type lease, distributions from non-consolidated entities, and redeeming investments in held-to-maturity securities offset by acquisitions of real estate, investments in real estate under construction, capital expenditures, lease costs, and investments in non-consolidated entities.

Net cash used in financing activities totaled $418.3 million in 2025 and $395.0 million in 2024. Cash used in financing activities in 2025 was related primarily to the partial repayment of the Term Loan, repurchase of the Trust Preferred Securities, a partial repurchase of the 6.750% Senior Notes due 2028, repurchase of common shares, distributions to noncontrolling interests, dividends, and debt service payments, offset by contributions from noncontrolling interests. Cash used in financing activities in 2024 was related primarily to the repayment of the 2024 Senior Notes, the purchase of a noncontrolling interest and dividend and debt service payments, offset by contributions from noncontrolling interests.

Public and Private Equity and Debt Markets

We access the public and private equity and debt markets on an opportunistic basis when we (1) believe conditions are favorable and (2) have a compelling use of proceeds.

We expect to continue to access debt and equity markets in the future to implement our business strategy and to fund future growth when market conditions are favorable. However, the volatility in the capital markets primarily resulting from the effects of higher interest rates and inflation have negatively affected our ability to access these capital markets.

Equity:

At-The-Market Offering Program. We maintain an At-The-Market offering program, or ATM program, under which we can issue common shares, including through forward contracts.

We may, from time to time, sell up to $350.0 million of common shares over the term of the ATM program. During the years ended December 31, 2025 and 2024, we did not sell shares under the ATM program.

Underwritten Equity Offerings. We maintain a universal shelf-registration statement, which allows us to issue equity in a variety of offerings, including in an underwritten offering. We did not issue common shares as part of an underwritten offering in 2025 and 2024.

Direct Share Purchase Plan. We maintain a direct share purchase plan, which has two components, (i) a dividend reinvestment component and (ii) a direct share purchase component. Under the dividend reinvestment component, common shareholders may elect to automatically reinvest their dividends to purchase our common shares. Under the direct share purchase component, our current investors and new investors can make optional cash purchases of our common shares. The administrator of the plan, Computershare Trust Company, N.A., purchases common shares for the accounts of the participants under the plan, at our discretion, either directly from us, on the open market or through a combination of those two options. No shares were purchased from us under the plan in 2025 and 2024.

Share Repurchase Program. During the year ended December 31, 2025, we repurchased 0.1 million common shares at an average share price of $49.04 per common share, pursuant to a share repurchase authorization of 2.0 million common shares by our Board of Trustees, which has no expiration date. As of December 31, 2025, 0.2 million common shares were subject to repurchase contracts and settled in January 2026. No common shares were repurchased during 2024. As of December 31, 2025, 1.3 million common shares remain available for repurchase under this authorization.

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Financings: The following presents our outstanding unsecured debt obligations as of December 31, 2025:

Issue Date

Face Amount (millions)

Interest Rate

Maturity Date

Issue Price

Term Loan

$

250.0 

SOFR + 1.10%

(1)(2)

January 2027

— 

Senior Notes due 2028

160.0 

6.750%

(3)

November 2028

99.423%

Senior Notes due 2030

400.0 

2.700%

September 2030

99.233%

Senior Notes due 2031

400.0 

2.375%

October 2031

99.758%

Trust Preferred Securities

101.0 

 Three Month SOFR + 1.96%

(4)(5)

April 2037

— 

Total unsecured debt

$

1,311.0 

(1)Spread includes a 0.10% daily SOFR adjustment.

(2)We repaid $50.0 million of the Term Loan in January 2025, resulting in a loss on debt satisfaction of $0.4 million. The SOFR portion of the interest rate was swapped to an average interest rate of 3.21% per annum until January 31, 2027 and the all-in interest rate following the January 2026 refinancing including the margin is 4.06% per annum until January 31, 2027.

(3)We completed a cash tender offer to repurchase $140.0 million of the principal amount on our 6.750% Senior Notes due 2028, resulting in a loss on debt satisfaction of $12.6 million.

(4)Interest rate spread contains a 0.26% SOFR adjustment plus a spread of 1.70% through maturity. $82.5 million is swapped at an average interest rate including the spread of 5.20% from October 30, 2024 to October 30, 2027. As of December 31, 2025, the weighted average interest rate of the Trust Preferred Securities was 5.31%, which includes the effect of the interest rate swaps.

(5)We repurchased $28.1 million of the Trust Preferred Securities for a cash payment of $26.9 million, including accrued interest of $0.2 million, which resulted in a gain on debt satisfaction, net of $1.1 million including a write off of $0.3 million in deferred financing costs. The Trust Preferred Securities are classified as debt.

The Senior Notes are unsecured and pay interest semi-annually in arrears. We may redeem the Senior Notes at our option at any time prior to maturity in whole or in part by paying the principal amount of the Senior Notes being redeemed plus a make-whole premium.

From time to time, we may repurchase certain of our outstanding debt securities, including our Trust Preferred Securities, in negotiated and/or market transactions. During the year ended December 31, 2025, we repurchased $28.1 million of our Trust Preferred Securities at a 5.0% discount to par value. Additionally, we completed a cash tender offer and repurchased $140.0 million aggregate principal balance of the Unsecured Senior Notes due 2028.

As of December 31, 2025, we had an unsecured credit agreement with KeyBank National Association, as agent, and the financial institutions from time to time party thereto as lenders, for a revolving credit facility of up to $600.0 million, which is subject to compliance with certain financial maintenance covenants. The revolving credit facility had a maturity date in July 2026 and could be extended up to July 2027, subject to certain conditions. The interest rate ranged from SOFR (plus a 0.10% index adjustment) plus an interest rate spread ranging from 0.725% to 1.400%, based on our senior unsecured long-term credit rating. We had no borrowings under the $600.0 million revolving credit facility as of December 31, 2025.

Subsequent to December 31, 2025, we amended and restated our existing credit agreement with KeyBank National Association as agent, and the financial institutions party thereto as lenders, to provide an unsecured revolving credit facility of up to $600.0 million which matures on January 31, 2030 with one or more options to extend up to January 31, 2031 at our discretion, subject to conditions. The rate of interest payable under the revolving credit facility is equal to, at our option, a rate per annum of (i) the base rate plus a margin of 0.00% to 0.40% or (ii) the daily SOFR or a term SOFR plus a margin of 0.725% to 1.40% (without any SOFR index adjustment). The applicable margin is determined with respect to our consolidated leverage ratio and senior unsecured long-term debt rating. Based on the current consolidated leverage ratio and investment grade credit ratings, for SOFR borrowings, the applicable margin for the revolving credit facility equals 0.775%. The revolving credit facility is also subject to a facility fee equal to 0.125% to 0.300%, depending on the Trust's credit ratings and consolidated leverage ratio, of the total commitments under the revolving credit facility. The facility fee is currently 0.15%.

As part of this amendment and restatement, the maturity date of the Term Loan was extended to January 31, 2029 with two one-year extension options at our discretion, subject to certain conditions. The rate of interest payable under the Term Loan is now equal to, at our option, a rate per annum of (i) the base rate plus a margin of 0.00% to 0.60% or (ii) the daily SOFR or a term SOFR plus a margin of 0.80% to 1.60%. There is no credit adjustment for SOFR. Based on the current consolidated leverage ratio and investment grade credit ratings, the applicable margin for the Term Loan is 0.85%.

As of December 31, 2025, we were in compliance with the financial covenants contained in our corporate level debt agreements.

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Property Specific Debt. As of December 31, 2025, the principal balance of our secured debt decreased to approximately $49.9 million compared to $55.5 million at December 31, 2024. Our property owner subsidiaries do not have mortgage maturities with balloon payments due until 2031. With respect to mortgages encumbering properties where the expected lease rental revenues are sufficient to provide an estimated property value in excess of the mortgage balance, we believe our property owner subsidiaries have sufficient sources of liquidity to meet these obligations through future cash flows from operations, the credit markets and, if determined appropriate by us, a capital contribution from us from either cash on hand ($170.4 million at December 31, 2025), property sale proceeds or borrowing capacity on our primary credit facility ($600.0 million as of December 31, 2025, subject to covenant compliance).

We may continue to use property specific, non-recourse mortgages in certain situations as we believe that by properly matching a debt obligation, including the balloon maturity risk, with the terms of a lease, our cash-on-cash returns increase and the exposure to residual valuation risk is reduced. In addition, we may procure credit tenant lease financing in certain situations where we are able to monetize all or a significant portion of the rental revenues of a property at an attractive rate.

Institutional Fund Management:

We have entered into co-investment programs and joint ventures with institutional investors to mitigate our risk in certain assets and increase our return on equity to the extent we earn management or other fees. However, investments in certain co-investment programs and joint ventures limit our ability to make investment decisions unilaterally relating to the assets and limit our ability to deploy capital.

The real estate investments owned by our institutional joint ventures are generally financed with non-recourse debt. Non-recourse debt is generally defined as debt whereby the lenders' sole recourse with respect to borrower defaults is limited to the value of the assets collateralized by the debt. The lender generally does not have recourse against any other assets owned by the borrower or any of the members or partners of the borrower, except for certain specified exceptions listed in the particular loan documents. These exceptions generally relate to “bad boy” acts, including fraud, prohibited transfers and breaches of material representations, and environmental matters. We have guaranteed such obligations for certain of our non-consolidated entities with respect to $478.8 million of such non-recourse debt. We believe the likelihood of making any payments under such guaranties is remote and we generally have an agreement from each partner to reimburse us for its proportionate share of any liability related to a guarantee trigger unless such trigger is caused solely by us.

Capital Recycling:

Part of our strategy to effectively manage our balance sheet involves pursuing and executing well on property dispositions and recycling of capital from our older industrial assets and/or those outside our target markets. We believe capital recycling (1) provides cost effective and timely capital to deleverage and to support our investment activities and (2) allows us to maintain line capacity and cash in advance of our development commitments.

During 2025, we sold our interests in 11 industrial facilities for an aggregate gross disposition price of $389.1 million. Two of the facilities sold were vacant development projects totaling 2.1 million square feet, located in the Ocala, Florida and Indianapolis, Indiana markets for a gross aggregate price of $174.6 million. The sale proceeds received were primarily used to (1) reduce outstanding debt obligations (2) fund the development and redevelopment pipeline and (3) make an investment in an industrial property in one of our target markets.

Liquidity Needs:

Our principal liquidity needs are debt maturities, interest payment obligations, the payment of dividends to our shareholders and funding our development and redevelopment projects.

As of December 31, 2025, we had approximately $1.4 billion of indebtedness, consisting of mortgages and notes payable outstanding, a term loan, Senior Notes and Trust Preferred Securities, with a weighted-average interest rate of approximately 3.6%.

We expect to pay our non-maturity debt service obligations from cash flow from operations. The ability of a property owner subsidiary to make debt service payments on its mortgage depends upon the rental revenues of its property and its ability to refinance the mortgage, sell the related property, or access capital from us or other sources. A property owner subsidiary's ability to accomplish such goals will be affected by numerous economic factors affecting the real estate industry, including the risks described under “Risk Factors” in Part I, Item 1A of this Annual Report.

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If we are unable to satisfy our contractual obligations and other operating costs with our cash flow from operations, we intend to use borrowings and proceeds from issuances of equity or debt securities. If a property owner subsidiary is unable to satisfy its contractual obligations and other operating costs, it may default on its obligations and lose its assets in foreclosure or through bankruptcy proceedings.

In connection with our intention to continue to qualify as a REIT for federal income tax purposes, we expect to continue paying regular dividends to our shareholders. These dividends are expected to be paid from operating cash flows and/or from other sources.

We paid approximately $164.3 million in cash dividends to our common and preferred shareholders in 2025. Although our property owner subsidiaries receive the majority of our base rental payments on a monthly basis, we intend to continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution are invested by us in short-term money market or other suitable instruments.

As of December 31, 2025, we expect to incur approximately $18.3 million of costs, excluding noncontrolling interests' share and potential developer fees or partner buyouts, redevelopment projects and infrastructure work for our consolidated and non-consolidated land parcels held for development. We are unable to estimate (1) the timing of any required fundings for leasing costs until leases are executed and (2) the timing or amount of any additional costs related to the development of our land parcels until we commit to such additional costs.

Non-Development Capital Expenditures:

General. Due to the net-lease structure of a majority of our investments, our property owner subsidiaries historically have not incurred significant expenditures in the ordinary course of business to maintain the properties in which we have an interest. As leases expire, we expect our property owner subsidiaries to incur costs in extending the existing tenant leases, re-tenanting the properties with a single-tenant, or converting the property to multi-tenant use. The amounts of these expenditures can vary significantly depending on tenant negotiations, market conditions, rental rates and property type.

Single-Tenant Properties. We do not anticipate significant capital expenditures at the single-tenant properties in which we have an interest that are subject to net or similar leases since the tenants at these properties generally bear all or substantially all of the cost of property operations, maintenance and repairs. However, at certain properties subject to net leases, our property owner subsidiaries are responsible for replacement and/or repair of certain capital items, which may or may not be reimbursed. In addition, at certain single-tenant properties that are not subject to a net lease, our property owner subsidiaries have a level of property operating expense responsibility, which may or may not be reimbursed.

Multi-Tenant Properties. We have interests in a limited number of multi-tenant properties in our consolidated portfolio. While tenants of these properties are generally responsible for operating expenses in their spaces, our property owner subsidiaries are responsible for all expenses related to vacant space and certain non-reimbursable building expenses, at these properties.

Vacant Properties. To the extent there is a vacancy in a property, our property owner subsidiary would be obligated for all operating expenses, including capital expenditures, real estate taxes and insurance. When a property is vacant, our property owner subsidiary may incur substantial capital expenditure and releasing costs to re-tenant the property.

Property Expansions. Under certain leases, tenants have the right to expand the facility located on a property in which we have an interest. We expect our property owner subsidiaries may fund these property expansions with either additional secured borrowings, the repayment of which will be funded out of rental increases under the leases covering the expanded properties, or capital contributions from us.

Ground Leases. The tenants of properties in which we have an interest generally pay the rental obligations on ground leases either directly to the fee holder or to our property owner subsidiary as increased rent. However, our property owner subsidiaries are responsible for these payments (1) under certain leases without reimbursement and (2) at vacant properties.

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Environmental Matters. Based upon management's ongoing review of the properties in which we have an interest, management is not aware of any environmental condition with respect to any of these properties that would be reasonably likely to have a material adverse effect on us. There can be no assurance, however, that (1) the discovery of environmental conditions, which were previously unknown, (2) changes in law, (3) the conduct of tenants or (4) activities relating to properties in the vicinity of the properties in which we have an interest, will not expose us to material liability in the future. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of the tenants of properties in which we have an interest.

Results of Operations

Year ended December 31, 2025 compared with December 31, 2024. The increase in net income attributable to common shareholders of $68.6 million was primarily due to the items discussed below.

The decrease in total gross revenues of $8.2 million was primarily due to an aggregate decrease of $37.1 million primarily due to a decrease in additional $22.0 million of rental revenue related to a tenant exercising a purchase option in a sales-type lease during 2024 and $15.1 million due to property sales and vacancies, partially offset by an increase in rental revenue of $28.9 million due to properties placed in service, acquisitions and leasing.

The increase in depreciation and amortization expense of $3.8 million was primarily due to properties acquired and/or completed and placed in service during 2024.

The increase in property operating expense of $3.9 million was primarily due to an increase in operating expense responsibilities at certain properties and carrying costs for vacant development facilities placed into service for the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease in non-operating income of $4.9 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to lower interest income earned from short-term investments that matured in June 2024.

The decrease in interest and amortization expense of $3.6 million was primarily due to a $4.4 million decrease in interest expense related to the Senior Notes due 2024 that were repaid in full during the year ended December 31, 2024 and a decrease in mortgage interest expense. During the year ended December 31, 2025, $140.0 million of the aggregate principal balance of the 6.750% Senior Notes due 2028 were repurchased, resulting in a $1.8 million decrease in interest expense. Additionally, interest rate swaps on a portion of the Trust Preferred Securities and a partial repurchase of these securities resulted in a $2.9 million decrease in interest expense during the year ended December 31, 2025. These amounts were partially offset by a $2.0 million increase in interest expense related to the Term Loan and mortgages and a $3.5 million decrease in capitalized interest due to properties placed in service subsequent to December 31, 2024.

The increase in debt satisfaction losses, net of $11.8 million was primarily due to the repurchase of a portion of the Senior Notes due 2028 for a debt satisfaction cost of $11.3 million, the write off of deferred financing costs of $1.9 million related to the repurchase of the Trust Preferred Securities, the partial repayment of the Term Loan, and the partial repurchase of the Senior Notes due 2028, offset by a gain on repurchase of a portion of the Trust Preferred Securities at a 5% discount to par value of $1.4 million.

The increase in gain on sale, or disposal of, and recovery on real estate, net of $105.8 million was due to the higher gains on the dispositions of eleven properties and $2.0 million of insurance recovery on real estate during the year ended December 31, 2025 compared to the six dispositions during the year ended December 31, 2024.

The decrease in benefit (provision) for income taxes of $0.8 million is primarily attributable to the receipt of tax refunds during year ended December 31, 2024 with no comparable refunds during the year ended December 31, 2025.

The decrease in equity in earnings (losses) of non-consolidated entities of $1.2 million was primarily due to recognizing our share of additional interest expense due to an increase in mortgages and notes payable and write off of deferred financing costs related to refinancing of debt within our non-consolidated entities during the year ended December 31, 2025 compared to the year ended December 31, 2024. Additionally, there was one property sale within our non-consolidated entities during the year ended December 31, 2024 with no comparable sales during the year ended December 31, 2025.

The increase in net (income) loss attributable to noncontrolling interest holders of $6.1 million was primarily related to the recognition of the noncontrolling interests' share of gains on the sale of real estate of two vacant development properties in 2025.

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The increase in net income or decrease in net loss in future periods will be closely tied to the level of acquisitions made by us. Without acquisitions, the sources of growth in net income are limited to fixed rent adjustments and index adjustments (such as the consumer price index), reduced interest expense on amortizing mortgages and variable rate indebtedness and by controlling other variable overhead costs. However, there are many factors beyond management's control that could offset these items including, without limitation, changes in economic conditions such as the recent economic uncertainty increased interest rates and tenant monetary defaults and the other risks described in this Annual Report.

The analysis of the results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023 is included in our 2024 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, on February 13, 2025.

Same-Store Results

Same-store net operating income, or NOI, which is a non-GAAP measure, represents the NOI for consolidated properties that were owned, stabilized and included in our portfolio for the entirety of the period commencing January 1, 2024 and through the end of the current reporting period. We define NOI as operating revenues (rental income (less GAAP rent adjustments, non-cash income related to sales-type leases and lease termination income, net, and other property income) less property operating expenses. Other REITs may use different methodologies for calculating same-store NOI, and accordingly same-store NOI may not be comparable to other REITs. Management believes that same-store NOI is a useful supplemental measure of our operating performance because same-store NOI excludes the change in NOI from acquired, expanded and disposed of properties and it highlights operating trends such as occupancy levels, rental rates and operating costs on properties. However, same-store NOI should not be viewed as an alternative measure of our financial performance since it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. We believe that net income is the most directly comparable GAAP measure to same-store NOI.

The following presents our consolidated same-store NOI, for the years ended December 31, 2025 and 2024 ($000s):

Years Ended December 31,

2025

2024

Total cash base rent

$

244,549 

$

237,716 

Tenant reimbursements

54,468 

51,666 

Property operating expenses

(56,086)

(53,315)

Same-store NOI

$

242,931 

$

236,067 

Our same-store NOI increased for the year ended December 31, 2025 compared to the year ended December 31, 2024 by 2.9% primarily due to an increase in cash base rents partially offset by lower occupancy. As of December 31, 2025 and 2024, our historical same-store square footage leased was 97.3% and 99.5%, respectively.

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Below is a reconciliation of net income to same-store NOI for periods presented ($000s):

Years ended December 31,

2025

2024

Net income

$

117,610 

$

42,835 

Interest and amortization expense

62,923 

66,477 

Provision (benefit) for income taxes

699 

(127)

Depreciation and amortization

196,615 

192,863 

General and administrative

40,053 

40,045 

Transaction costs

178 

498 

Non-operating/advisory fee income

(6,920)

(11,812)

Gain on sale or disposal of, and recovery on, real estate, net

(145,627)

(39,848)

Sales-type lease income attributable to the exercise of a purchase option

— 

(14,991)

Gain on change in control of a subsidiary

— 

(209)

Loss on debt satisfaction, net

11,809 

— 

Equity in losses of non-consolidated entities

4,405 

3,179 

Lease termination income, net

(276)

— 

Straight-line adjustments

(5,483)

(7,272)

Lease incentives

1,859 

1,330 

Amortization of above/below market leases

(2,562)

(2,654)

Sales-type lease adjustments

— 

(2,364)

NOI

275,283 

267,950 

Less NOI:

Acquisitions, expansions, development and dispositions

(32,352)

(31,883)

Same-Store NOI

$

242,931 

$

236,067 

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Funds From Operations

We believe that Funds from Operations, or FFO, which is a non-GAAP measure, is a widely recognized and appropriate measure of the performance of an equity REIT. We believe FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. As a result, FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not necessarily be apparent from net income.

The National Association of Real Estate Investment Trusts, or Nareit, defines FFO as “net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sales of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. The reconciling items include amounts to adjust earnings from consolidated partially-owned entities and equity in earnings of unconsolidated affiliates to FFO.” FFO does not represent cash generated from operating activities in accordance with GAAP and is not indicative of cash available to fund cash needs.

We present FFO available to common shareholders - basic and also present FFO available to all equityholders - diluted on a company-wide basis as if all securities that are convertible, at the holder's option, into our common shares, are converted at the beginning of the period. We also present Adjusted Company FFO available to all equityholders - diluted, which adjusts FFO available to all equityholders - diluted for certain items which we believe are not indicative of the operating results of our real estate portfolio and not comparable from period to period. We believe this is an appropriate presentation as it is frequently requested by securities analysts, investors and other interested parties. Since others do not calculate these measures in a similar fashion, these measures may not be comparable to similarly titled measures as reported by others. These measures should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow as a measure of liquidity.

Adjusted Company FFO, NOI and the other non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, net income or loss as determined in accordance with GAAP. FFO, Adjusted Company FFO and NOI, and GAAP net income (loss) differ because FFO, Adjusted Company FFO and NOI exclude many items that are factored into GAAP net income or loss.

Because of the differences between FFO, Adjusted Company FFO, NOI and GAAP net income or loss, FFO, Adjusted Company FFO and NOI may not be accurate indicators of our operating performance, especially during periods in which we are acquiring and selling properties. In addition, FFO, Adjusted Company FFO and NOI are not necessarily indicative of cash flow available to fund cash needs and investors should not consider FFO, Adjusted Company FFO or NOI as alternatives to cash flows from operations, as an indication of our liquidity or as indicative of funds available to fund our cash needs, including our ability to make distributions to our shareholders.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO, Adjusted Company FFO and NOI. Also, because not all companies calculate FFO, Adjusted Company FFO and NOI the same way, comparisons with other companies’ measures with similar titles may not be meaningful.

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The following presents a reconciliation of net income attributable to common shareholders to FFO available to common shareholders and Adjusted Company FFO available to all equityholders for 2025 and 2024 (dollars in thousands, except share and per share amounts):

Years Ended December 31,

2025

2024

FUNDS FROM OPERATIONS:

Basic and Diluted:

Net income attributable to common shareholders

$

106,469 

$

37,922 

Adjustments:

Depreciation and amortization related to real estate

189,822 

187,109 

Impairment charges - real estate, including our share of non-consolidated entities

— 

295 

Amortization of leasing commissions

6,793 

5,754 

Joint venture and noncontrolling interest adjustment

11,186 

5,836 

Gain on sale or disposal of, and recovery on, real estate, net

(145,627)

(41,239)

Gain on change in control of a subsidiary

— 

(209)

FFO available to common shareholders - basic

168,643 

195,468 

Preferred dividends

6,290 

6,290 

Amount allocated to participating securities

401 

322 

FFO available to all equityholders - diluted

175,334 

202,080 

Sales-type lease income attributable to the exercise of a purchase option

— 

(14,991)

Allowance for credit losses

— 

(61)

Transaction costs, including our share of non-consolidated entities(1)

178 

518 

Loss (gain) on debt satisfaction, net, including our share of non-consolidated entities

11,812 

(552)

Non-recurring costs(2)

— 

1,788 

Noncontrolling interest adjustments

— 

578 

Adjusted Company FFO available to all equityholders - diluted

$

187,324 

$

189,360 

Per Common Share Amounts(3)

Basic:

FFO

$

2.89 

$

3.35 

Diluted:

FFO

$

2.95 

$

3.41 

Adjusted Company FFO

$

3.15 

$

3.20 

Weighted-Average Common Shares(3):

Basic:

Weighted-average common shares outstanding - basic EPS

58,384,896

58,294,586

Weighted-average common shares outstanding - basic FFO

58,384,896

58,294,586

Diluted:

Weighted-average common shares outstanding - diluted EPS

58,565,565

58,311,998

Preferred shares - Series C

942,114

942,114

Weighted-average common shares outstanding - diluted FFO

59,507,679

59,254,112

(1)    Transaction costs include costs associated with terminated investments and the Reverse Split, such as non-refundable deposits and legal fees.

(2)    Includes non-recurring expenses for severance expense.

(3)    Share and per share data have been adjusted for all periods presented to reflect the Reverse Split effective November 10, 2025.

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