NETSTREIT Corp. (NTST)

CIK: 0001798100. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-10.

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=1798100. Latest filing source: 0001628280-26-006901.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-10. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001798100.json. Derived margins, ratios, and free cash flow 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. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001798100.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: 0001628280-26-026040.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-04-20. Report date: 2026-03-31.

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

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, without limitation, statements concerning our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for single-tenant, retail commercial real estate. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors 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. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this Quarterly Report on Form 10-Q may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. For a further discussion of these and other factors that could impact future results, performance or transactions, see the information under the heading “Risk Factors” Part I, Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2026, and other reports filed with the Securities and Exchange Commission from time to time.

Forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report on Form 10-Q. New risks and uncertainties may arise over time and it is not possible for us to predict those events or how they may affect us. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by law.

Business Overview

We are an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant commercial retail properties, subject to long-term net leases with high-credit-quality tenants across the United States. We also invest in property developments and mortgage loans secured by real estate. As of March 31, 2026, we owned or had investments in 808 properties diversified by tenant, industry, and geography, comprising 138 different tenants across 28 retail sectors in 46 states. This includes four property developments where rent has not yet commenced. We focus on tenants in industries where we believe a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including grocers, convenience stores, discount stores, home improvement, quick-service restaurants, general retail, and auto parts, all of which we refer to as defensive retail industries. As of March 31, 2026, our investments generated ABR1 of $214.2 million. Approximately 42% of our ABR is from investment grade2 credit rated tenants and an additional 16% of our ABR is derived from tenants with an investment grade profile3. Our portfolio was 99.9% occupied (excluding four properties under development) and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 10.2 years.

February 2026 Follow-On Offering

In February 2026, we completed a registered public offering of 12,627,000 shares of our common stock at a public offering price of $19.00 per share, including the full exercise of the underwriters’ option to purchase additional shares. In connection with the offering, we entered into forward sale agreements for 12,627,000 shares of our common stock. We did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers.

As of March 31, 2026, 12,627,000 shares remain unsettled under the February 2026 forward sale agreements. We expect to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than February 12, 2027.

(1) Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for all executed mortgage loans as of March 31, 2026.

(2) We define “investment grade” tenants as tenants, or tenants that are subsidiaries of a parent entity, with a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s), or NAIC2 (National Association of Insurance Commissioners) or higher.

(3) We define “investment grade profile” tenants as tenants that have investment grade credit metrics (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Fitch, Moody’s, or NAIC.

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Settlement of Forward Shares Under the January 2024 Follow-On Offering

In January 2024, we completed a registered public offering of 11,040,000 shares of common stock at a public offering price of $18.00 per share. In connection with the offering, we entered into forward sale agreements for 11,040,000 shares of our common stock. We did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers.

On February 6, 2026, we physically settled 4,000,000 shares of common stock at a weighted-average price of $16.98 per share in accordance with the forward sale agreements. We received net proceeds from the settlement of $67.8 million, net of underwriting discounts and offering costs of $4.2 million.

As of March 31, 2026, 4,840,000 shares remain unsettled under the January 2024 forward sale agreements. We expect to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than December 31, 2026.

ATM Program

During the three months ended March 31, 2026, we entered into forward sale agreements with respect to an aggregate 3,956,031 shares of common stock under the existing $300.0 million at-the-market equity program established in August 2024 (the “2024 ATM Program”) at a weighted-average price of $18.81 per share.

As of March 31, 2026, 12,469,918 shares remain unsettled under forward sale agreements associated with our existing $300.0 million at-the-market equity program (the “2023 ATM Program”) and the 2024 ATM Program. We may physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than the stated maturity dates ranging from September 2026 to March 2027. As of March 31, 2026, the remaining availability under the 2024 ATM Program was $49.9 million.

2032 Term Loan Draw

Subject to the terms of the term loan agreement agented by PNC Bank, National Association (the “PNC Term Loan Agreement”), we drew an additional $50.0 million under the $250.0 million senior unsecured term loan (the “2032 Term Loan”) on January 2, 2026, bringing the total outstanding principal amount to $150.0 million. The $150.0 million outstanding under the 2032 Term Loan is hedged with an all-in fixed interest rate of 4.66%. We have $100.0 million remaining under the PNC Term Loan Agreement delayed draw term loan commitment.

Results of Operations

Overall

We continued to grow our assets held for investment during the three months ended March 31, 2026 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average cash yield of approximately 7.5%. This growth was financed through the $50.0 million draw under the 2032 Term Loan, settlement of shares of common stock through our January 2024 Follow-On Offering in an amount of $67.8 million, the usage of cash balances as a result of borrowings on our senior unsecured revolving credit facility (the “Revolver”), the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the three months ended March 31, 2026.

Acquisitions

During the three months ended March 31, 2026, we acquired 56 properties for a total purchase price of $234.0 million, inclusive of $3.0 million of capitalized acquisition costs. The acquisitions were all accounted for as asset acquisitions. These properties are located in 17 states with a WALT of approximately 14.1 years.

Development

As of March 31, 2026, we had four property developments under construction, which are expected to be substantially completed with rent commencing at various points throughout 2026 and early 2027. During the three months ended March 31, 2026, we invested $5.4 million in property developments, including the land acquisition of one new development with an initial purchase price of $2.3 million. The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying condensed consolidated balance sheets as of March 31, 2026.

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Dispositions

During the three months ended March 31, 2026, we sold five properties for a total sales price, net of disposal costs, of $10.4 million, recognizing a net gain of $0.1 million.

Investment in Mortgage Loans Receivable

During the three months ended March 31, 2026, we invested an additional $5.1 million in fully collateralized mortgage loans receivable with stated interest rates ranging from 9.50% to 9.75%. In addition, during the three months ended March 31, 2026, we collected $11.2 million in principal on our mortgage loans receivable. We sold one mortgage loan receivable at a discount in an effort to manage tenant exposure, recognizing non-credit related provisions for impairment of $0.6 million for the three months ended March 31, 2026. See discussion of our mortgage loans receivable portfolio included in “Note 4 – Real Estate Investments” of our condensed consolidated financial statements, included in “Item 1 – Financial Statements (unaudited)”.

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

The following table sets forth our operating results for the periods indicated (in thousands):

Three Months Ended

March 31,

2026

2025

Revenues

Rental revenue (including reimbursable)

$

54,027 

$

42,590 

Interest income on loans receivable

3,035 

3,075 

Other revenue

— 

245 

Total revenues

57,062 

45,910 

Operating expenses

Property

5,404 

4,803 

General and administrative

5,755 

5,169 

Depreciation and amortization

24,463 

20,923 

Provisions for impairment

2,062 

3,616 

Transaction costs, net

(60)

47 

Total operating expenses

37,624 

34,558 

Other (expense) income

Interest expense, net

(14,266)

(11,460)

Gain on sales of real estate, net

119 

2,075 

Loss on debt extinguishment

— 

(46)

Other income (expense), net

434 

(205)

Total other expense, net

(

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

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-10. 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 the “Business” section as well as the consolidated financial statements and related notes in Part II, Item 8 in this Annual Report on Form 10-K. 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 “Forward-Looking Statements” section of this Annual Report on Form 10-K 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. Also refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 24, 2025, for additional discussion of our financial condition and results of operations, including a comparison of our results of operations for the year ended December 31, 2024 and the year ended December 31, 2023, which is incorporated herein by reference.

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Business Overview

We are an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant commercial retail properties, subject to long-term net leases with high-credit-quality tenants across the United States. We also invest in property developments and mortgage loans secured by real estate. As of December 31, 2025, we owned or had investments in 761 properties diversified by tenant, industry, and geography, comprising 129 different tenants across 28 retail sectors in 45 states. This includes three property developments where rent has not yet commenced. We focus on tenants in industries where we believe a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including grocers, convenience stores, discount stores, home improvement, quick-service restaurants, general retail, and auto parts, all of which we refer to as defensive retail industries. As of December 31, 2025, our investments generated ABR1 of $198.3 million. Approximately 44% of our ABR is from investment grade2 credit rated tenants and an additional 14% of our ABR is derived from tenants with an investment grade profile3. Our portfolio was 99.9% occupied and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 10.1 years.

Reduced Margins on Debt

As a result of receiving an investment grade credit rating, the interest rate on our term loans and Revolver (as defined below), including our Revolver facility fee, is now determined by our credit rating and consolidated total leverage ratio. For the 2028 Term Loan, 2029 Term Loan, 2030 Term Loan A, 2030 Term Loan B, and 2031 Term Loan (each as defined below), our applicable margin was reduced by 20 basis points from 1.15% to 0.95%. For the 2032 Term Loan (as defined below), our applicable margin was reduced by 25 basis points from 1.50% to 1.25%. For the Revolver, our applicable margin was reduced by 15 basis points from 1.00% to 0.85%, and the facility fee increased by five basis points from 0.15% to 0.20%. See Note 6 – “Debt” for further discussion on our debt and interest rates.

September 2025 Debt Transactions

On September 25, 2025, we entered into a Term Loan Agreement (the “PNC Term Loan Agreement”) which provides for: a $200.0 million senior unsecured term loan (the “2031 Term Loan”), all of which was funded on the closing date, and a $250.0 million senior unsecured term loan (the “2032 Term Loan”), of which $100.0 million was funded on the closing date, $50.0 million was funded on January 2, 2026, and the remaining $100.0 million is available as a delayed draw term loan commitment until September 25, 2026. The 2031 Term Loan matures on March 25, 2031 and the 2032 Term Loan matures on September 24, 2032. We have fully hedged the 2031 Term Loan at an all-in fixed interest rate of 4.39% through March 2031. We have partially hedged $200.0 million of the 2032 Term Loan at an all-in fixed interest rate of 4.67% through September 2032, with the remaining $50.0 million of the 2032 Term Loan currently unhedged. Further, we amended our existing credit agreements agented by PNC Bank, National Association (the “PNC Credit Agreement”), Wells Fargo Bank, National Association (the “Wells Fargo Credit Agreement”) and Truist Bank (the “Truist Credit Agreement”), implementing certain conforming changes including, without limitation, removing the SOFR credit spread adjustments in those agreements.

July 2025 Follow-On Offering

In July 2025, we completed a registered public offering of 12,420,000 shares of our common stock at a public offering price of $17.70 per share, including the full exercise of the underwriters’ option to purchase additional shares. In connection with the offering, we entered into forward sale agreements for 12,420,000 shares of our common stock. We did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers.

On December 30, 2025, we physically settled 8,155,053 shares of common stock at a weighted-average price of $16.81 per share in accordance with the forward sale agreements. We received net proceeds from the settlement of $137.0 million, net of underwriting discounts and offering costs of $7.6 million. As of December 31, 2025, 4,264,947 shares remain unsettled under the July 2025 forward sale agreements. We expect to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than July 28, 2026.

1 Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for all executed mortgage loans as of December 31, 2025.

2 We define “investment grade” tenants as tenants, or tenants that are subsidiaries of a parent entity, with a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s) or NAIC2 (National Association of Insurance Commissioners) or higher.

3 We define “investment grade profile” tenants as tenants with investment grade credit metrics (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Moody’s, or NAIC.

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ATM Program

During 2025, we entered into forward sale agreements with respect to an aggregate 9,068,486 shares of common stock under the existing $300.0 million at-the-market equity program established in August 2024 (the “2024 ATM Program”) at a weighted-average price of $17.75 per share.

The following table details information related to activity under the 2024 ATM Program, excluding unsettled shares under forward sale agreements (in thousands, except share and per share data):

Year Ended December 31, 2025

Shares of common stock issued (1)

3,185,262 

Weighted-average price per share

$

16.47 

Gross proceeds

$

52,446 

Sales commissions and offering costs

$

884 

Net proceeds

$

51,562 

(1) Includes 2,450,246 shares of common stock that were physically settled at a weighted-average price of $16.47 per share under forward sale agreements.

As of December 31, 2025, 8,513,887 shares remain unsettled under forward sale agreements associated with our existing $300.0 million at-the-market equity program (the “2023 ATM Program”) and the 2024 ATM Program. We may physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than the stated maturity dates ranging from September 2026 to December 2026. As of December 31, 2025, the remaining availability under the 2024 ATM Program was $124.3 million.

January 2025 Debt Transactions

On January 15, 2025, we amended our existing PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement. The PNC Credit Agreement was amended and restated and provides for: a new $175.0 million senior unsecured term loan (the “2030 Term Loan B”); an existing $200.0 million senior unsecured term loan, which was fully funded under the existing PNC Credit Agreement (the “2028 Term Loan”); and an upsized $500.0 million senior unsecured revolving credit facility (increased from $400.0 million under the existing PNC Credit Agreement) (the “Revolver”). The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at our election, a one-year option to extend the maturity to January 2030. The 2030 Term Loan B was fully funded on the closing date, and we have hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 4.82% through January 2030. The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the existing $175.0 million senior unsecured term loan (the “2030 Term Loan A” or, prior to the extended maturity, referred to as the “2027 Term Loan”) thereunder from January 2027 to January 2029 with an option, at our election, to extend the maturity to January 2030. The Truist Credit Agreement governs existing term loans thereunder (the “2029 Term Loan”). Among other changes, each of the PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement were also amended to remove certain financial covenants and provide for revised, improved pricing when we meet certain investment grade rating and leverage targets.

Results of Operations

Overall

We continued to grow our assets held for investment during the year ended December 31, 2025 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average cash yield of approximately 7.5%. This growth was financed through the PNC Term Loan Agreement and receipt of proceeds of $200.0 million and $100.0 million under the 2031 Term Loan and 2032 Term Loan, respectively, the amendment of our PNC Credit Agreement and receipt of proceeds of $175.0 million under the 2030 Term Loan B, settlement of shares of common stock through our forward sale agreements in an amount of $136.8 million, the issuance of common stock under the 2024 ATM Program in an amount of $51.6 million, including settlement of forward shares, the usage of cash balances as a result of borrowings on our Revolver, the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the year ended December 31, 2025.

Acquisitions

During 2025, we acquired 140 properties for a total purchase price of $603.0 million, inclusive of $7.0 million of capitalized acquisition costs. The acquisitions were all accounted for as asset acquisitions. These properties are located in 31 states with a WALT of approximately 13.9 years.

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Development

As of December 31, 2025, we had three property developments under construction. During 2025, we invested $6.9 million in property developments, including the land acquisition of two new developments with a combined initial purchase price of $3.1 million. During 2025, we completed development on two projects and reclassified approximately $6.5 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying consolidated balance sheets. Rent commenced for both of the completed developments in the second quarter of 2025. The remaining three developments are expected to be substantially completed with rent commencing at various points throughout 2026. The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying consolidated balance sheets as of December 31, 2025.

Dispositions

During 2025, we sold 78 properties, including one property under development, for a total sales price, net of disposal costs, of $169.1 million, recognizing a net gain of $7.7 million.

Investment in Mortgage Loans Receivable

During the year ended December 31, 2025, we invested an additional $46.0 million in fully collateralized mortgage loans receivable with stated interest rates ranging from 7.00% to 10.25%, inclusive of $8.5 million provided through seller financing transactions. In addition, during the year ended December 31, 2025, we collected $31.3 million in principal on our mortgage loans receivable. We sold three mortgage loans receivable at a discount in an effort to manage tenant exposure, recognizing non-credit related provisions for impairment of $1.4 million for the year ended December 31, 2025. See discussion of our mortgage loans receivable portfolio included in “Note 4 – Real Estate Investments” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024

The following table sets forth our operating results for the periods indicated (in thousands):

Year Ended December 31,

2025

2024

Revenues

Rental revenue (including reimbursable)

$

182,136 

$

150,823 

Interest income on loans receivable

12,625 

11,561 

Other revenue

245 

400 

Total revenues

195,006 

162,784 

Operating expenses

Property

19,211 

17,422 

General and administrative

21,723 

19,722 

Depreciation and amortization

86,376 

76,871 

Provisions for impairment

17,268 

29,969 

Transaction costs

218 

359 

Total operating expenses

144,796 

144,343 

Other (expense) income

Interest expense, net

(51,302)

(30,324)

Gain on sales of real estate, net

7,686 

1,876 

Loss on debt extinguishment

(46)

— 

Other income (expense), net

444 

(1,944)

Total other expense, net

(43,218)

(30,392)

Net income (loss) before income taxes

6,992 

(11,951)

Income tax expense

(54)

(49)

Net income (loss)

$

6,938 

$

(12,000)

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Revenue. Revenue for the year ended December 31, 2025 increased by $32.2 million to $195.0 million from $162.8 million for the year ended December 31, 2024, which is primarily attributed to an increase in the number of our operating leases and properties securing mortgage loans. The increase includes additional cash rental receipts of $26.6 million, an increase of $1.8 million in straight-line rental revenue, an increase of $1.1 million related to interest income on mortgage loans receivable, an increase of $2.1 million related to reimbursable property expenses, and a net decrease of $0.9 million in reserves for uncollectible amounts. This increase is partially offset by a decrease of $0.3 million related to intangible lease-related adjustments.

Total operating expenses. Total expenses increased by $0.5 million to $144.8 million for the year ended December 31, 2025 as compared to $144.3 million for the year ended December 31, 2024. The increase is primarily attributed to an increase in the number of operating properties, with the most significant increases being depreciation and amortization expense, partially offset by a decrease in provisions for impairment. Total operating expenses include the following:

•Property expenses. Property expenses increased $1.8 million to $19.2 million for the year ended December 31, 2025 from $17.4 million for the year ended December 31, 2024. The increase is primarily attributed to an increase in the number of operating properties, including combined net increases of reimbursable property expenses of $1.5 million, substantially all of which were related to reimbursable property taxes, and combined net increases of non-reimbursable property expenses of $0.3 million, most of which were related to property insurance.

•General and administrative expenses. General and administrative expenses increased $2.0 million to $21.7 million for the year ended December 31, 2025 from $19.7 million for the year ended December 31, 2024. The increase is primarily related to an increase of $1.9 million of bonus expense, an increase of $0.8 million of stock-based compensation, an increase of $0.5 million of payroll expense, and a net increase of $0.4 million of other general and administrative expenses. The increase is partially offset by a decrease in employee severance of $1.4 million, including cash severance of $0.9 million and the expense associated with the accelerated vesting of stock-based compensation of $0.5 million, and a decrease of $0.2 million of legal expenses. While our general and administrative expenses will continue to rise in some measure as our portfolio grows, we expect that such expenses as a percentage of our portfolio ABR and total assets will decrease over time due to efficiencies and economies of scale.

•Depreciation and amortization. Depreciation and amortization expense increased by $9.5 million to $86.4 million for the year ended December 31, 2025 from $76.9 million for the year ended December 31, 2024. The increase in depreciation and amortization is proportionate to the increase in the size of the portfolio over the comparable period with associated increases primarily in building depreciation expense of $5.7 million, building improvements depreciation expense of $2.3 million, and in-place lease amortization expense of $1.5 million.

•Provisions for impairment. For the year ended December 31, 2025, we recorded provisions for impairment of $17.3 million on 36 properties and three mortgage loans receivable, the majority of which were either previously classified as held-for sale, newly classified as held-for-sale, or disposed of during the year ended December 31, 2025. Of those properties impaired, five were held for investment as of December 31, 2025. For the year ended December 31, 2024, we recorded provisions for impairment of $30.0 million on 63 properties, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed of during the year ended December 31, 2024. Of those properties impaired, 15 were held for investment as of December 31, 2024. Property disposals relate to management’s continuous assessment of our portfolio in an effort to improve returns and manage risk exposure.

Interest expense. Interest expense increased by $21.0 million to $51.3 million for the year ended December 31, 2025 from $30.3 million for the year ended December 31, 2024. The increase is primarily attributable to an increase of $13.9 million of interest related to our term loans, of which $8.7 million, $2.5 million, and $1.3 million is related to our new 2030 Term Loan B, our new 2031 Term Loan, and our new 2032 Term Loan, respectively, $0.8 million is related to our 2030 Term Loan A due to an increase in our fixed hedged interest rate effective December 2024, and $0.7 million is related to our 2029 Term Loan due to additional interest on the $100.0 million draw in March 2024. Additional increases are related to an increase of $6.6 million in amortization of deferred losses on interest rate swaps, an increase of $0.9 million in amortization of loan fees associated with the January 2025 and September 2025 debt transactions, and an increase of $0.6 million related to less capitalized interest on our property developments, partially offset by a decrease of $1.3 million of interest incurred under our Revolver, primarily due to a decrease in average borrowings outstanding.

Gain on sales of real estate, net. Net gain on sales of real estate increased by $5.8 million to $7.7 million for the year ended December 31, 2025 from $1.9 million for the year ended December 31, 2024. For the year ended December 31, 2025, 78 properties were sold, including one property under development, for a sales price, net of disposal costs, of $169.1 million. For the year ended December 31, 2024, 56 properties were sold for a sales price, net of disposal costs, of $110.9 million.

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Other income (expense), net. Other income (expense), net increased by $2.3 million to $0.4 million of other income, net for the year ended December 31, 2025 from $1.9 million of other expense, net for the year ended December 31, 2024. The net increase to income is primarily related to events that occurred during the year ended December 31, 2024, including a transfer fraud loss of $2.8 million, net of insurance recoveries, and $0.9 million of losses associated with property damages, partially offset by $0.5 million of proceeds received from the settlement of a lease escrow agreement. The net increase is further offset by an decrease in property insurance proceeds of $0.4 million and an increase in third-party debt issuance costs of $0.4 million and $0.1 million that were expensed as a result of the January 2025 and September 2025 debt transactions, respectively.

Net income (loss). Net income (loss) increased by $18.9 million to net income of $6.9 million for the year ended December 31, 2025 from net loss of $12.0 million for the year ended December 31, 2024. Net income increased primarily due to increases in additional rental revenues, primarily due to the growth in the size of our real estate investment portfolio, in addition to increased interest income associated with our mortgage loans receivable, an increase in the net gain on the sales of real estate, a decrease in provisions for impairment, a decrease of employee severance, and the occurrence of a transfer fraud loss in the prior year. The increase in net income is partially offset by increases in interest expense, depreciation and amortization expense, and bonus expense.

Liquidity and Capital Resources

Our primary capital requirements include funding property acquisitions and developments, investing in mortgage loans receivable, making required debt interest payments, and covering working capital needs, operating expenses, and capital expenditures. Our capital resources primarily consist of cash from operations, sales of equity securities, and available borrowing facilities. As of December 31, 2025, we had total outstanding debt of $1.1 billion, including $200.0 million outstanding principal amount under the 2028 Term Loan, $250.0 million outstanding principal amount under the 2029 Term Loan, $175.0 million outstanding principal amount under the 2030 Term Loan A, $175.0 million outstanding principal amount under the 2030 Term Loan B, $200.0 million outstanding principal amount under the 2031 Term Loan, and $100.0 million outstanding principal amount under the 2032 Term Loan. Additionally, as of December 31, 2025, we had $121.5 million and $0.0 million of unsettled forward equity under our 2024 ATM Program and prior at-the-market equity program, respectively. As of December 31, 2025, $124.3 million of shares of our common stock were available for future issuances under the 2024 ATM Program. Lastly, we had $149.9 million and $71.7 million of unsettled forward equity under the January 2024 and July 2025 follow-on offering forward sale agreements, respectively, as of December 31, 2025.

On January 15, 2025, we amended our PNC Credit Agreement to provide for: a new $175.0 million 2030 Term Loan B and an upsized $500.0 million Revolver. The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at our election, a one-year option to extend the maturity to January 2030. The 2030 Term Loan B was fully funded on the closing date and we have hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 4.82% through January 2030. The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the existing $175.0 million 2030 Term Loan A from January 2027 to January 2029 with an option, at our election, to extend the maturity to January 2030.

On September 25, 2025, we entered into the PNC Term Loan Agreement to provide for a new $200.0 million 2031 Term Loan, which was fully funded on the closing date, and a $250.0 million 2032 Term Loan, of which $100.0 million was funded on the closing date and the remaining $150.0 million is available until September 25, 2026. The 2031 Term Loan matures on March 25, 2031 and the 2032 Term Loan matures on September 24, 2032. We have hedged the entire $200.0 million 2031 Term Loan at an all-in fixed interest rate of 4.39% through March 2031. We have partially hedged $200.0 million of the 2032 Term Loan at an all-in fixed interest rate of 4.67% through September 2032, with the remaining $50.0 million of the 2032 Term Loan currently unhedged.

We believe the availability of proceeds from our debt, proceeds from the settlement of unsettled outstanding forward sale agreements, future issuances of shares of our common stock under our 2024 ATM Program or subsequent at-the-market sale programs, as well as our cash flows from operations and available borrowing capacity under the Revolver, will be adequate to support our ongoing operations and to fund our debt service requirements, capital expenditures, and working capital requirements for at least the next 12 months. We anticipate funding our long-term capital needs through cash provided from operations, borrowings under our 2032 Term Loan, borrowings under our Revolver, and issuances of common stock.

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Contractual Obligations and Commitments

As of December 31, 2025, our contractual debt obligations primarily include the maturity of our 2028 Term Loan with the scheduled principal payment due on February 11, 2028, the maturity of our 2029 Term Loan with the scheduled principal payment due on July 3, 2026, the maturities of our 2030 Term Loan A and 2030 Term Loan B with the scheduled principal payments due on January 15, 2029, the maturity of our 2031 Term Loan with the scheduled principal payment due on March 25, 2031, and the maturity of our 2032 Term Loan with the scheduled principal payment due on September 24, 2032. During the year ended December 31, 2025, we borrowed $349.0 million at a weighted average interest rate of 5.45% and also repaid $588.0 million on our Revolver.

The following table provides information with respect to our commitments as of December 31, 2025 (in thousands):

Payment Due by Period

Total

2026

2027 - 2028

2029 - 2030

Thereafter

Contractual Obligations

2028 Term Loan – Principal

$

200,000

$

—

$

200,000

$

—

$

—

2028 Term Loan – Variable interest (1)

15,142

7,160

7,982

—

—

2029 Term Loan – Principal

250,000

250,000

—

—

—

2029 Term Loan – Variable interest (1)

5,905

5,905

—

—

—

2030 Term Loan A – Principal

175,000

—

—

175,000

—

2030 Term Loan A – Variable interest (1)

17,809

5,856

11,712

241

—

2030 Term Loan B – Principal

175,000

—

—

175,000

—

2030 Term Loan B – Variable interest (1)

25,673

8,442

16,884

347

—

2031 Term Loan – Principal

200,000

—

—

—

200,000

2031 Term Loan – Variable interest (1)

45,892

8,775

17,549

17,549

2,019

2032 Term Loan – Principal

100,000

—

—

—

100,000

2032 Term Loan – Variable interest (1)

31,611

4,695

9,391

9,391

8,134

Ticking Fee (2)

220

220

—

—

—

Facility Fee (3)

3,041

1,000

2,000

41

—

Mortgage Note – Principal

8,042

178

7,864

—

—

Mortgage Note – Interest

681

359

322

—

—

Property development under contract

15,765

15,765

—

—

—

Additional principal under mortgage loans receivable

8,353

7,978

375

—

—

Tenant improvement allowances

8,064

3,975

4,089

—

—

Corporate office lease obligations

4,635

653

1,359

1,434

1,189

Total

$

1,290,833

$

320,961

$

279,527

$

379,003

$

311,342

(1) We have various interest rate derivative contracts to fix the variable base interest rate (SOFR) on our term loans. Accordingly, the projected interest rate obligations for the variable rate term loans are based on the weighted-average hedged fixed rates, plus the applicable margins. See “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments” for further discussion on our debt and interest rate hedges.

(2) We are subject to a ticking fee of 0.20% on the undrawn amount under our 2032 Term Loan.

(3) We are subject to a facility fee of 0.20% on our Revolver.

In August 2021, we entered into a lease agreement related to our corporate office space, which is classified as an operating lease. We began operating out of the office in February 2022. The lease has a remaining noncancellable term of 6.6 years that expires on July 31, 2032 and is renewable at our option for two additional periods of five years. Future minimum base rental payments under the lease are outlined in “Note 3 – Leases” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K. Annual rent expense, excluding operating expenses, is approximately $0.5 million during the initial term.

Additionally, in the normal course of business, we enter into various types of commitments to purchase real estate properties, fund development projects, or extend funds under mortgage loans receivable. These commitments are generally subject to our customary due diligence process and, accordingly, a number of specific conditions must be met before we are obligated to purchase or extend funding. As of December 31, 2025, we had commitments to fund property developments, extend funds under mortgage loans receivable, and commitments to fund tenant improvement allowances totaling $15.8 million, $8.4 million, and $8.1 million, respectively. Commitments to fund property developments are expected to occur over the next 12 months, while commitments to fund mortgage loans receivable and tenant improvement allowances are expected to occur over the next two years.

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Debt

See discussion of our debt and interest rate hedges included in “Note 6 – Debt” and “Note 7 – Derivative Financial Instruments” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

Historical Cash Flow Information

Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024

Year Ended December 31,

(In thousands)

2025

2024

Net cash provided by (used in):

Operating activities

$

109,510 

$

90,164 

Investing activities

(448,842)

(432,875)

Financing activities

339,479 

327,102 

Cash Flows Provided By Operating Activities. Net cash provided by operating activities increased by $19.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was largely attributed to the increase in the size of our real estate investment portfolio with an increase in rental receipts of $26.6 million, additional interest received under our mortgage loans receivable, and changes in working capital accounts, partially offset by an increase in cash paid for interest of $13.7 million, and an increase in operating expenses paid associated with our larger portfolio.

Cash Flows Used In Investing Activities. Net cash used in investing activities increased by $16.0 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily due to an increase of $119.0 million in acquisitions of real estate, an increase in cash invested in mortgage loans receivable of $7.9 million, and an increase of $6.2 million in earnest money deposits, partially offset by an increase of $69.8 million of proceeds received from the sale of real estate, an increase of $10.5 million of proceeds received from the sale of mortgage loans receivable, an increase of $6.4 million in principal collections on mortgage loans receivable, and a decrease of $30.9 million in real estate development and improvements.

Cash Flows Provided By Financing Activities. Net cash provided by financing activities increased by $12.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily attributed to an increase in net term loan proceeds of $375.0 million related to our 2030 Term Loan B, 2031 Term Loan, and 2032 Term Loan, an increase in proceeds received from issuances of common stock of $52.9 million, which includes $99.0 million more proceeds received from our follow-on offerings and $46.1 million less proceeds received in connection with our ATM Programs (as defined in “Note 10 - Shareholders’ Equity”), a decrease in the repurchase of common stock for tax withholding obligations of $0.7 million, a decrease in payments of restricted stock dividends of $0.3 million, and a decrease in deferred offering costs $0.3 million. This increase is partially offset by an increase in payments of common stock dividends of $6.8 million, an increase in net repayments of $398.0 million under our Revolver, and an increase in deferred financing costs of $12.0 million.

Income Taxes

We have elected to be treated and qualify as a REIT for U.S. federal income tax purposes. To qualify as a REIT, we must meet certain organizational, income, asset, and distribution tests. Accordingly, we will generally not be subject to corporate U.S. federal or state income tax to the extent that we make qualifying distributions of all of our taxable income to our stockholders and provided we satisfy on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution, and share ownership tests. We expect the distributions made during the year ended December 31, 2025 are sufficient to receive a full dividends paid deduction.

We maintain a taxable REIT subsidiary (“TRS”) which may be subject to U.S. federal, state, and local income taxes on its taxable income. In general, our TRS may perform services for our tenants, hold assets that we cannot hold directly, and may engage in any real estate or non-real estate-related business.

We recognize franchise and other state and local tax expenses in general and administrative expenses and federal income tax in income tax (expense) benefit in the accompanying consolidated statements of operations and comprehensive loss.

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Recent Accounting Pronouncements

A discussion of recent accounting pronouncements and their possible effects on our consolidated financial statements is included in “Note 2 – Summary of Significant Accounting Policies” of our consolidated financial statements, included in Part II, “Item 8 – Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in “Note 2 – Summary of Significant Accounting Policies” of our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Purchase Price Allocation of Acquired Properties

We evaluate each acquisition transaction to determine whether the acquired asset meets the definition of a business and should therefore be accounted for as a business combination, or if the transaction should be accounted for as an asset acquisition. Under Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), an acquisition does not qualify as a business when substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.

Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred.

We allocate the purchase price 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, buildings, site improvements, and tenant improvements. Intangible assets include the value of in-place leases and above-market leases, and intangible liabilities include below-market leases.

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. The fair value of above-market 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 utilize a number of sources, including real estate valuations prepared by an independent valuation firm. 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 its pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets and liabilities acquired.

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Impairment of Long-Lived Assets

Fair value measurement of an asset group occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset group is no longer recoverable. Examples of events or changes in circumstances may include, but are not limited to, significant changes in real estate market conditions, estimated residual values, our ability or expectation to re-lease properties that are vacant or become vacant, or a reduction in the expected holding period of a property. If indicators are present, we will prepare a projection of the undiscounted future cash flows of the property, excluding interest charges, and determine if the carrying amount of the asset group is recoverable. When a carrying amount is not recoverable, an impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair market value. We estimate fair value using data such as operating income, estimated capitalization rates or multiples, leasing prospects, local market information, and with regard to assets held for sale, based on the estimated or negotiated selling price, less estimated costs of disposal.

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 FFO, Adjusted FFO (“AFFO”), earnings before interest expense, income tax expense, and depreciation and amortization (“EBITDA”), EBITDA further adjusted to exclude gains (or losses) from the sales of depreciable property and real estate impairment losses (“EBITDAre”), Adjusted EBITDAre, Annualized Adjusted EBITDAre, Net Debt, Adjusted Net Debt, property-level net operating income (“Property-Level NOI”), property-level cash net operating income (“Property-Level Cash NOI”), and property-level cash net operating income estimated run rate (“Property-Level Cash NOI Estimated Run Rate”), all of which are detailed below. We believe these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs.

FFO, Core FFO, and AFFO

The National Association of Real Estate Investment Trusts (“NAREIT”), an industry trade group, has promulgated a widely accepted non-GAAP financial measure of operating performance known as FFO. Our FFO is net income in accordance with GAAP, excluding gains (or losses) resulting from dispositions of properties, plus depreciation and amortization and impairment charges on depreciable real property.

Core FFO is a non-GAAP financial measure defined as FFO adjusted to remove the effect of unusual and non-recurring items that are not expected to impact our operating performance or operations on an ongoing basis. These include non-recurring executive transition costs, severance and related charges, other non-recurring losses (gains), and debt related transaction costs.

AFFO is a non-GAAP financial measure defined as Core FFO adjusted for GAAP net income related to non-cash revenues and expenses, such as straight-line rent, amortization of above- and below-market lease-related intangibles, amortization of lease incentives, capitalized interest expense and earned development interest, non-cash interest expense, non-cash compensation expense, amortization of deferred financing costs, amortization of above/below-market assumed debt, and amortization of loan origination costs.

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. In fact, real estate values historically have risen or fallen with market conditions. FFO is intended to be a standard supplemental measure of operating performance that excludes historical cost depreciation and valuation adjustments from net income. We consider FFO to be useful in evaluating potential property acquisitions and measuring operating performance.

We further consider FFO, Core FFO, and AFFO to be useful in determining funds available for payment of distributions. FFO, Core FFO, and AFFO do not represent net income or cash flows from operations as defined by GAAP. You should not consider FFO, Core FFO, and AFFO to be alternatives to net income as a reliable measure of our operating performance nor should you consider FFO, Core FFO, and AFFO to be alternatives to cash flows from operating, investing, or financing activities (as defined by GAAP) as measures of liquidity.

FFO, Core FFO, and AFFO do not measure whether cash flow is sufficient to fund our cash needs, including debt service obligations, capital improvements, and distributions to stockholders. FFO, Core FFO, and AFFO do not represent cash flows from operating, investing, or financing activities as defined by GAAP. Further, FFO, Core FFO, and AFFO as disclosed by other REITs might not be comparable to our calculations of FFO, Core FFO, and AFFO.

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The following table sets forth a reconciliation of FFO, Core FFO, and AFFO for the periods presented to net income (loss) before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands):

Year Ended December 31,

2025

2024

Net income (loss)

$

6,938 

$

(12,000)

Depreciation and amortization of real estate

86,081 

76,560 

Provisions for impairment

15,909 

29,969 

Gain on sales of real estate, net

(7,686)

(1,876)

FFO

101,242 

92,653 

Adjustments:

Non-recurring executive transition costs, severance, and related charges

124 

1,643 

Loss on debt extinguishment and other related costs

495 

— 

Other non-recurring loss, net

1,314 

2,934 

Core FFO

103,175 

97,230 

Adjustments:

Straight-line rent adjustments

(4,793)

(2,949)

Amortization of deferred financing costs

3,136 

2,230 

Amortization of above/below-market assumed debt

114 

114 

Amortization of loan origination costs and discounts

(342)

(365)

Amortization of lease-related intangibles

(157)

(458)

Earned development interest

184 

1,072 

Capitalized interest expense

(154)

(806)

Non-cash interest expense (income)

2,859 

(3,789)

Non-cash compensation expense

5,898 

5,126 

AFFO

$

109,920 

$

97,405 

EBITDA, EBITDAre, Adjusted EBITDAre, and Annualized Adjusted EBITDAre

We compute EBITDA as earnings before interest expense, income tax expense, 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 impairment charges on depreciable real property.

Adjusted EBITDAre is a non-GAAP financial measure defined as EBITDAre further adjusted to exclude straight-line rent, non-cash compensation expense, non-recurring executive transition costs, severance and related charges, debt related transaction costs, transaction costs, other non-recurring loss (gain), net, other non-recurring expenses (income) including lease termination fees, as well as adjustments for construction in process and for intraquarter activities. Annualized Adjusted EBITDAre is Adjusted EBITDAre multiplied by four.

We present EBITDA, EBITDAre, Adjusted EBITDAre, and Annualized Adjusted 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, EBITDAre, Adjusted EBITDAre, and Annualized Adjusted EBITDAre as measures of our operating performance and not as measures of liquidity.

EBITDA, EBITDAre, Adjusted EBITDAre, and Annualized Adjusted 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, EBITDAre, Adjusted EBITDAre, and Annualized Adjusted 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.

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The following table sets forth a reconciliation of EBITDA and EBITDAre for the periods presented to net income (loss) before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands):

Year Ended December 31,

2025

2024

Net income (loss)

$

6,938 

$

(12,000)

Depreciation and amortization of real estate

86,081 

76,560 

Amortization of lease-related intangibles

(157)

(458)

Non-real estate depreciation and amortization

295 

311 

Interest expense, net

51,302 

30,324 

Income tax expense

54 

49 

Amortization of loan origination costs and discounts

(342)

(365)

EBITDA

144,171 

94,421 

Adjustments:

Provisions for impairment

15,909 

29,969 

Gain on sales of real estate, net

(7,686)

(1,876)

EBITDAre

$

152,394 

$

122,514 

The following table sets forth a reconciliation of EBITDA, EBITDAre, Adjusted EBITDAre, and Annualized Adjusted EBITDAre for the period presented to net income before allocation to noncontrolling interests, as computed in accordance with GAAP (in thousands):

Three Months Ended December 31, 2025

Net income

$

1,328 

Depreciation and amortization of real estate

22,484 

Amortization of lease-related intangibles

(46)

Non-real estate depreciation and amortization

75 

Interest expense, net

14,568 

Income tax expense

13 

Amortization of loan origination costs and discounts

(145)

EBITDA

38,277 

Adjustments:

Provisions for impairment

3,737 

Gain on sales of real estate, net

(955)

EBITDAre

41,059 

Adjustments:

Straight-line rent adjustments

(1,530)

Non-recurring executive transition costs, severance, and related charges

44 

Other non-recurring expenses, net

320 

Transaction costs

79 

Non-cash compensation expense

1,505 

Adjustment for construction in process (1)

103 

Adjustment for intraquarter investment activities (2)

2,911 

Adjusted EBITDAre

44,491 

Annualized Adjusted EBITDAre (3)

$

177,964 

Net Debt / Annualized Adjusted EBITDAre

6.1x

Adjusted Net Debt / Annualized Adjusted EBITDAre

4.0x

Pro Forma Adjusted Net Debt / Annualized Adjusted EBITDAre

3.8x

(1) Adjustment reflects the estimated cash yield on developments in process as of December 31, 2025.

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

(3) We calculate Annualized Adjusted EBITDAre by multiplying Adjusted EBITDAre by four.

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Net Debt, Adjusted Net Debt, and Pro Forma Adjusted Net Debt

We calculate Net Debt as the principal amount of our total debt outstanding excluding deferred financing costs, net discounts, and debt issuance costs, less cash, cash equivalents, and restricted cash available for future investment.

We then adjust Net Debt by the net value of unsettled forward equity as of period end to derive Adjusted Net Debt. Further, we adjust Adjusted Net Debt by the value of any unsettled forward equity and at-the-market sales occurring subsequent to the period to derive Pro Forma Adjusted Net Debt.

We believe excluding cash, cash equivalents, and restricted cash available for future investment from the principal amount of our total debt outstanding, together with the exclusion of the net value of unsettled forward equity as of period end and the net value of unsettled forward equity and at-the-market sales subsequent to the period, all of which could be used to repay debt, provides a useful estimate of the net contractual amount of borrowed capital to be repaid. We believe these adjustments are additional beneficial disclosures to investors and analysts.

The following table reconciles the principal amount of total debt to Net Debt and Adjusted Net Debt (in thousands):

As of

December 31, 2025

Principal amount of total debt

$

1,108,042 

Less: Cash, cash equivalents, and restricted cash

(14,467)

Net Debt

1,093,575 

Less: Net value of unsettled forward equity (1)

(373,095)

Adjusted Net Debt

720,480 

Less: Subsequent ATM sales (2)

(46,382)

Pro Forma Adjusted Net Debt

$

674,098 

(1) There were 21,618,834 unsettled shares under forward sale agreements as of December 31, 2025 at the available weighted-average net settlement price of $17.26.

(2) There were 2,589,402 unsettled shares under new forward equity contracts executed subsequent to the period at the available weighted-average net settlement price of $17.91.

Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate

Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate are non-GAAP financial measures which we use to assess our operating results. We compute Property-Level NOI as net income (computed in accordance with GAAP), excluding general and administrative expenses, interest expense, net, income tax expense, amortization of loan origination costs and discounts, transaction costs, depreciation and amortization, gains (or losses) on sales of depreciable property, real estate impairment losses, interest income on mortgage loans receivable, debt related transaction costs, and other expense (income), net, including lease termination fees. We further adjust Property-Level NOI for non-cash revenue components of straight-line rent and amortization of lease-intangibles to derive Property-Level Cash NOI. We further adjust Property-Level Cash NOI for intraquarter acquisitions, dispositions, and completed development to derive Property-Level Cash NOI - Estimated Run Rate. We believe Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate provide useful and relevant information because they reflect only those income and expense items that are incurred at the property level and present such items on an unlevered basis.

Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate are not measurements of financial performance under GAAP and may not be comparable to similarly titled measures of other companies. You should not consider our measures as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

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Table of Contents

The following table sets forth a reconciliation of Property-Level NOI, Property-Level Cash NOI, and Property-Level Cash NOI - Estimated Run Rate for the period presented (in thousands):

Three Months Ended December 31, 2025

Net income

$

1,328 

General and administrative

5,951 

Depreciation and amortization

22,558 

Provisions for impairment

3,737 

Transaction costs

79 

Interest expense, net

14,568 

Gain on sales of real estate, net

(956)

Income tax expense

13 

Amortization of loan origination costs and discounts

(145)

Interest income on mortgage loans receivable

(3,140)

Other income, net

(295)

Property-Level NOI

43,698 

Straight-line rent adjustments

(1,530)

Amortization of lease-related intangibles

(46)

Property-Level Cash NOI

$

42,122 

Adjustment for intraquarter acquisitions, dispositions, and completed development (1)

2,879 

Property-Level Cash NOI Estimated Run Rate

$

45,001 

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