Terreno Realty Corp (TRNO)

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

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We caution investors that forward-looking statements are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “project”, “result”, “should”, “will”, “seek”, “target”, “see”, “likely”, “position”, “opportunity”, “outlook”, “potential”, “future” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors, that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

•the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 4, 2026, in this Quarterly Report on Form 10-Q, and in our other public filings;

•our ability to identify and acquire industrial properties on terms favorable to us;

•general volatility of the capital markets and the market price of our common stock;

•adverse economic or real estate conditions or developments in the industrial real estate sector and/or in the markets in which we own properties;

•a decline in economic activity or supply chain disruptions caused by geopolitical changes, trade polices, tariffs or related government actions;

•our dependence on key personnel and our reliance on third-party property managers;

•our inability to comply with the laws, rules and regulations applicable to companies, and in particular, public companies;

•our ability to manage our growth effectively;

•tenant bankruptcies and defaults on, or non-renewal of, leases by tenants;

•decreased rental rates or increased vacancy rates;

•elevated interest rates and operating costs;

•declining real estate valuations and impairment charges;

•our expected leverage, our failure to obtain necessary outside financing, and existing and future debt service obligations;

•our ability to make distributions to our stockholders;

•our failure to successfully hedge against interest rate increases;

•our failure to successfully operate acquired properties;

•risks relating to our real estate development, redevelopment, renovation and expansion strategies and activities (including elevated inflation, supply chain disruptions and construction delays);

•the impact of any future pandemic, epidemic or outbreak of any highly infectious disease on our business, financial condition and results of operations and that of our tenants;

•the use of artificial intelligence, which could present risks and challenges that may adversely impact our business and operating results or that of our tenants;

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•risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems;

•our failure to qualify or maintain our status as a real estate investment trust (“REIT”), and possible adverse changes to tax laws;

•uninsured or underinsured losses and costs relating to our properties or that otherwise result from future litigation;

•environmental uncertainties and risks related to natural disasters;

•financial market fluctuations; and

•changes in real estate and zoning laws and increases in real property tax rates.

Overview

Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, “we”, “us”, “our”, “our Company”, or “the Company”) acquires, owns and operates industrial real estate in six major coastal U.S. markets: New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution (approximately 80.5% of our total annualized base rent as of March 31, 2026), flex (including light industrial and research and development, or R&D) (approximately 3.0%), transshipment (approximately 6.3%) and improved land (approximately 10.2%). We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. As of March 31, 2026, we owned a total of 310 buildings (including two buildings held for sale) aggregating approximately 19.9 million square feet, 46 improved land parcels consisting of approximately 147.0 acres and five properties under development or redevelopment. As of March 31, 2026, our buildings and improved land parcels were approximately 96.3% and 96.6% leased, respectively, to 681 customers, the largest of which accounted for approximately 4.8% of our total annualized base rent. See “Item 1 – Our Investment Strategy – Industrial Facility General Characteristics” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a general description of these types of industrial real estate.

We are an internally managed Maryland corporation and elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with our taxable year ended December 31, 2010.

The following table summarizes by type our investments in real estate as of March 31, 2026:

1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of March 31, 2026, multiplied by 12.

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The following table summarizes by market our investments in real estate as of March 31, 2026:

1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of March 31, 2026, multiplied by 12.

2Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of March 31, 2026, weighted by the respective square footage.

3Includes five properties under development or redevelopment that, upon completion, will consist of five buildings aggregating approximately 0.9 million square feet and two buildings held for sale with a gross book value of approximately $23.4 million.

As of March 31, 2026, we owned five properties under development or redevelopment that, upon completion, will consist of five buildings aggregating approximately 0.9 million square feet, with a total expected investment of approximately $323.8 million, including redevelopment costs, capitalized interest and other costs.

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The following table summarizes our capital expenditures incurred during the three months ended March 31, 2026 and 2025 (dollars in thousands):

1Consists of costs incurred related to leasing acquired vacancy, renovation, and expansion projects (stabilization capital).

2Includes a net increase in accrued capital expenditures for the operati

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

You should read the following discussion in conjunction with the sections of this Annual Report on Form 10-K entitled “Risk Factors”, “Forward-Looking Statements”, “Business” and our audited consolidated financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K.

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Overview

We acquire, own and operate industrial real estate in six major coastal U.S. markets: New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution (approximately 80.5% of our total annualized base rent as of December 31, 2025), flex (including light industrial and research and development, or R&D) (approximately 3.4%), transshipment (approximately 6.0%) and improved land (approximately 10.1%). We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. As of December 31, 2025, we owned a total of 309 buildings (including one building held for sale) aggregating approximately 19.8 million square feet, 46 improved land parcels consisting of approximately 147.0 acres and six properties under development or redevelopment. As of December 31, 2025, our buildings and improved land parcels were approximately 96.1% and 95.4% leased, respectively, to 683 customers, the largest of which accounted for approximately 4.9% of our total annualized base rent.

We are an internally managed Maryland corporation and elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2010.

Our Investment Strategy

We acquire, own and operate industrial real estate in six major coastal U.S. markets: New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution, flex (including light industrial and R&D), transshipment and improved land. We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate.

We selected our target markets by drawing upon the experience of our executive management investing and operating in over 50 global industrial markets located in North America, Europe and Asia, the fundamentals of supply and demand, and in anticipation of trends in logistics patterns resulting from population changes, regulatory, geopolitical and physical constraints, changes in technology, e-commerce, the economic and environmental benefits of reducing vehicle miles traveled and other factors. We believe that our target markets have attractive long term investment attributes. We target assets with characteristics that include, but are not limited to, the following:

•Located in high population coastal markets;

•Close proximity to transportation infrastructure (such as sea ports, airports, highways and railways);

•Situated in supply-constrained submarkets with barriers to new industrial development, as a result of physical and/or regulatory constraints;

•Functional and flexible layout that can be modified to accommodate single and multiple tenants;

•Acquisition price at a discount to the replacement cost of the property;

•Potential for enhanced return through re-tenanting or operational and physical improvements; and

•Opportunity for higher and better use of the property over time.

In general, we prefer to utilize local third-party property managers for day-to-day property management and as a source of acquisition opportunities. We believe outsourcing property management is cost effective and provides us with operational flexibility. We may directly manage properties in the future if we determine such direct property management is in our best interest.

We have no current intention to acquire undeveloped or unimproved industrial land or to pursue greenfield ground up development. Nevertheless, we pursue development, redevelopment, renovation and expansion opportunities of properties that we own, acquire properties and improved land parcels with the intent to redevelop in the near-term, and acquire adjacent land to expand our existing facilities.

We expect that we will continue to acquire the significant majority of our investments as equity interests in individual properties or portfolios of properties. We may acquire industrial properties through the acquisition of other corporations or entities that own industrial real estate. We will opportunistically make investments in debt secured by industrial real estate that would otherwise meet our investment criteria with the intention of ultimately acquiring the underlying real estate. We currently do not intend to target specific percentages of holdings of particular types of industrial properties. This expectation is based upon prevailing market conditions and may change over time in response to different prevailing market conditions.

The properties we acquire may be stabilized (fully leased) or unstabilized (have near term lease expirations, be partially or fully vacant and may require physical repositioning).

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We sell properties from time to time when we believe the prospective total return from a property is particularly low relative to its market value and/or the market value of the property is significantly greater than its estimated replacement cost. Capital from such sales is reinvested into properties that are expected to provide better prospective returns or returned to shareholders. We have disposed of 45 properties since inception in 2010 for an aggregate sales price of approximately $1.1 billion and a total gain of approximately $570.7 million.

2025 Developments

Acquisition Activity

During 2025, we acquired 12 industrial properties and one portfolio of industrial properties for a total purchase price of approximately $683.5 million. The properties were acquired from unrelated third parties using existing cash on hand, net proceeds from dispositions, net proceeds from the issuance of common stock and debt. The following table sets forth the industrial properties we acquired during 2025:

1Excludes intangible liabilities and unamortized mortgage fair value adjustments, if any. The total aggregate initial investment was approximately $728.5 million, including $13.7 million in capitalized closing costs and acquisition costs and $32.9 million in assumed intangible liabilities and $1.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties.

2Stabilized capitalization rates, referred to herein as stabilized cap rates, are calculated, at the time of acquisition, as annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. Total acquisition cost basis for the property includes the initial purchase price, the effects of marking assumed debt to market, buyer’s due diligence and closing costs, estimated near-term capital expenditures and leasing costs necessary to achieve stabilization. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance,

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which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual Report on Form 10-K and in our other public filings.

3Redevelopment of this property commenced upon acquisition.

Development and Redevelopment Activity

As of December 31, 2025, we had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 1.2 million square feet. The following table summarizes certain information with respect to the properties under development or redevelopment as of December 31, 2025:

1Excludes below-market lease adjustments recorded at acquisition. Total expected investment for the properties includes the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

2Excludes below-market lease adjustments recorded at acquisition and infrastructure costs of approximately $1.1 million incurred for the Countyline Phase IV project.

3Estimated stabilized cap rates are calculated as estimated annualized cash basis net operating income for the properties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These estimated stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual Report on Form 10-K and in our other public filings.

4“Countyline Phase IV” is a 121-acre project entitled for 2.2 million square feet of industrial distribution buildings located in Miami’s Countyline Corporate Park (“Countyline”), immediately adjacent to our seven buildings within Countyline. Countyline Phase IV, a landfill redevelopment adjacent to Florida’s Turnpike and the southern terminus of I-75, is expected to contain ten LEED-certified industrial distribution buildings at completion.

5This redevelopment property was initially acquired in 2017 for a total initial investment, including closing costs and acquisition costs, of approximately $39.9 million. The property was in the operating portfolio until January 2024 when redevelopment commenced. The amount spent to date includes the total initial investment and capital expenditures incurred prior to redevelopment and excludes accumulated depreciation recorded since acquisition. The Company expects a total incremental investment of approximately $64.0 million.

During 2025, we completed development and redevelopment of three properties. Additionally, we moved the Paterson Plank III redevelopment property to the operating portfolio as it had been vacant for one year after completion. The total expected investment in Paterson Plank III was $35.2 million. The following table summarizes certain information with respect to the completed development and redevelopment properties during the year ended December 31, 2025:

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

2Estimated stabilized cap rates are calculated as estimated annualized cash basis net operating income for the properties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property. We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles. These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual Report on Form 10-K and in our other public filings.

We capitalized interest associated with development, redevelopment and expansion activities of approximately $5.0 million, $11.0 million and $8.5 million during the years ended December 31, 2025, 2024 and 2023, respectively.

Disposition Activity

During the year ended December 31, 2025, we sold eight properties for a total aggregate sales price of approximately $386.4 million, resulting in a total aggregate gain of approximately $238.4 million. The following table sets forth the markets in which the industrial properties were sold during 2025 (dollars in thousands):

The following summarizes the condensed results of operations of the properties sold during the year ended December 31, 2025 for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):

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Credit Facility

Subsequent to December 31, 2025, on January 7, 2026, we entered into a Fourth Amendment to the Sixth Amended and Restated Senior Credit Agreement in order to, among other things, add a $200 million term loan maturing on January 15, 2031. Interest on the term loan, is generally to be paid based upon, at the Company’s option, either (i) SOFR plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%, or 1.25% per annum. The applicable SOFR margin will range from 1.15% to 1.65% for the term loans depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value. Additionally, the ten basis point SOFR credit spread adjustment premium was eliminated on all credit facility borrowings, including term loans. Proceeds from the $200.0 million term loan were used to reduce borrowings under the $600.0 million revolving credit facility and for general corporate purposes.

ATM Program

We have an at-the-market equity offering program (the "$500 Million ATM Program") pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million (approximately $157.2 million remaining as of December 31, 2025) in amounts and at times as we determine from time to time. We intend to use the net proceeds from the offering of the shares under the $500 Million ATM Program, if any, for general corporate purposes, which may include future acquisitions, developments and redevelopments and repayment of indebtedness, including borrowings under our revolving credit facility. During the three months ended December 31, 2025, we issued an aggregate of 700,000 shares of common stock at a weighted average offering price of $62.27 per share under the $500 Million ATM Program, resulting in net proceeds of approximately $43.0 million and paying total compensation to the applicable sales agents of approximately $0.6 million. During the year ended December 31, 2025, we issued an aggregate of 4,206,371 shares of common stock at a weighted average offering price of $66.81 per share under the $500 Million ATM Program, resulting in net proceeds of approximately $276.9 million and paying total compensation to the applicable sales agents of approximately $4.1 million.

Share Repurchase Program

We have a share repurchase program authorizing us to repurchase up to 3,000,000 shares of our outstanding common stock from time to time through December 31, 2026. Purchases made pursuant to this program, if any, will be made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. As of December 31, 2025, we had not repurchased any shares of our common stock pursuant to our share repurchase program.

Dividend and Distribution Activity

Subsequent to December 31, 2025, on February 3, 2026, our board of directors declared a cash dividend in the amount of $0.52 per share of our common stock payable on April 10, 2026 to the stockholders of record as of the close of business on March 27, 2026.

The following table sets forth the cash dividends paid or payable per share during the year ended December 31, 2025:

Contractual Commitments

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Subsequent to December 31, 2025, as of February 3, 2026, the Company had three outstanding contracts with third-party sellers to acquire three industrial properties for a total purchase price of approximately $113.2 million, as described under the heading “Material Cash Commitments” in this Annual Report on Form 10-K. Additionally, we have approximately $8.8 million of dispositions under contract where due diligence has been completed and $11.1 million of dispositions under contract where due diligence has commenced. There is no assurance that we will acquire or dispose of the properties under contract because the proposed acquisitions and dispositions are subject to the completion of satisfactory due diligence.

Outlook

Current operating conditions in our six markets for our business have stabilized and there are reasons for optimism within our submarkets. We believe that on average, the rental rates we are likely to achieve on new or renewed leases for our 2026 expirations will be above the rates currently paid for the same space. Notwithstanding, new speculative development continues which will slow potential rent growth from what it would be without such new development.

We see attractive acquisition opportunities. Nevertheless, our acquisition volume will be dependent on both the quality and pricing of the opportunity set and the price of our stock relative to net asset value (“NAV”). Those conditions, not knowable in advance, will determine our results. We will continue to sell assets and redeploy the capital to enhance NAV per share growth or return the capital to shareholders. We entered 2026 with our balance sheet well positioned for growth as we have $200.0 million outstanding on our $600.0 million revolving credit facility and a cash balance of approximately $25.0 million.

Within our six markets we have increasingly focused on urban infill locations. While our net growth will remain limited to a size where we can make directly informed operational decisions, we feel more strongly today than we did sixteen years ago about the long-term investment merits of our strategy and the growth opportunities ahead. We are mindful, always, that it is per share rather than aggregate results that matter.

We believe in the long-term prospects of our functional, extremely infill coastal assets. We believe in sound balance sheet management. We believe in the benefits of our market-leading corporate governance and exceptionally aligned executive management compensation. As a result, we are enthusiastic about the future and our ability to produce superior results for our shareholders over time.

Our outlook is subject to the risks set forth in this Annual Report on Form 10-K, including the risks set form in “Item 1A - Risk Factors”.

Inflation

The U.S. economy experienced a significant increase in inflation rates in recent years. While inflation levels began to decrease in 2024, they remain elevated relative to the years preceding 2021. A wide variety of industries and sectors have been, and will continue to be, affected by recently increasing commodity prices. Elevated inflation has, and may continue to, result in increased construction costs, including tenant improvements and capital projects, goods and labor, and operating costs. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, leases with respect to approximately 68.9% of our total rentable square feet and improved land acreage expire within five years, which enables us to seek to replace existing leases with new leases at the then-existing market rate.

Financial Condition and Results of Operations

We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants. Approximately 96.8% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.

Our primary cash expenses consist of our property operating expenses, which include: real estate taxes, repairs and maintenance, management expenses, insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses, acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense, primarily on our revolving credit facility, term loans, mortgage loan and senior unsecured notes.

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Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions at various times during the course of such periods. The results of operations of any acquired property are included in our financial statements as of the date of its acquisition.

The analysis of our results below for the years ended December 31, 2025 and 2024 includes the changes attributable to same store properties. The same store pool for the comparison of the years ended December 31, 2025 and 2024 includes all properties that were owned and in operation as of December 31, 2025 and since January 1, 2024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of December 31, 2025. As of December 31, 2025, the same store pool consisted of 236 buildings aggregating approximately 14.1 million square feet representing approximately 71.1% of our total square feet owned and 42 improved land parcels consisting of approximately 142.5 acres representing approximately 96.9% of our total acreage owned. As of December 31, 2025, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2025 and 2024 or which were held for sale or in development or redevelopment as of December 31, 2025, consisted of 73 buildings aggregating approximately 5.7 million square feet, four improved land parcels consisting of approximately 4.5 acres and six properties under development or redevelopment. As of December 31, 2025 and 2024, our consolidated same store pool occupancy was approximately 97.2% and 98.2%, respectively.

Our future financial condition and results of operations, including rental revenues, straight-line rents and amortization of lease intangibles, may be impacted by the acquisitions of additional properties, and expenses may vary materially from historical results.

Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024:

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1Accounting Standards Update (“ASU”) No. 2018-11, Leases (Topic 842), Targeted Improvements, allows us to elect not to separate lease and non-lease rental income. All rental income earned pursuant to tenant leases is reflected as one line, “Rental revenues and tenant expense reimbursements” on our accompanying consolidated statements of operations. We believe that the above presentation of rental revenues and tenant expense reimbursements is not, and is not intended to be, a presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe this information is frequently used by management, investors, and other interested parties to evaluate our performance. See “Note 2 - Significant Accounting Policies” in our notes to consolidated financial statements for more information regarding our adoption of this standard.

2Includes 2025 and 2024 acquisitions and dispositions, four improved land parcels, six properties under development or redevelopment and one building held for sale as of December 31, 2025.

3Includes straight-line rents and amortization of lease intangibles. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and same store net operating income are useful supplemental measures of our operating performance.

Revenues. Total revenues increased approximately $93.8 million for the year ended December 31, 2025 compared to the prior year primarily due to property acquisitions during 2025 and 2024, increased revenue on new and renewed leases and lease termination fees. The increase in total revenues was partially offset by property dispositions during 2025. Cash rents on new and renewed leases totaling approximately 2.7 million square feet and 24.4 acres commencing during the year ended December 31, 2025 increased approximately 25.4% compared to the previous rental rates. For the years ended December 31, 2025 and 2024, approximately $14.4 million and $8.3 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $13.6 million and $0.7 million, respectively, was recorded in lease termination revenue. The increase in lease termination revenue was primarily due to a lease termination which occurred during the three months ended December 31, 2025 of $13.5 million, partially offset by a $1.3 million termination fee we paid as part of a lease buy out at two properties. Total revenues for the years ended December 31, 2025 and 2024 were partially offset by approximately $7.8 million and $3.1 million, respectively, of bad debt expense and straight-line rent write-offs for terminated leases. Bad debt expense for the three months and year ended December 31, 2025 was approximately $2.0 million and $5.6 million, respectively.

Property operating expenses. Total property operating expenses increased approximately $17.0 million during the year ended December 31, 2025 compared to the prior year. The increase in total property operating expenses was primarily due to property acquisitions during 2025 and 2024 as well as increases in real estate taxes. The increase in total property operating expenses was partially offset by property dispositions during 2025.

Depreciation and amortization. Depreciation and amortization increased approximately $27.7 million during the year ended December 31, 2025 compared to the prior year primarily due to property acquisitions during 2025 and 2024, partially offset by property dispositions during 2025.

General and administrative expenses. General and administrative expenses increased approximately $4.7 million for the year ended December 31, 2025 compared to the prior year primarily due to increased compensation expenses, including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in salaries compared to the prior year.

Interest and other income. Interest and other income decreased approximately $6.8 million during the year ended December 31, 2025 compared to the prior year primarily due to lower cash and cash equivalent balances throughout 2025.

Interest expense, including amortization. Interest expense increased approximately $11.9 million for the year ended December 31, 2025 compared to the prior year. This was primarily due to higher outstanding debt during the year ended December 31, 2025, as well as a decrease in capitalized interest for the development and redevelopment properties.

Gain on sales of real estate investments. Gain on sales of real estate investments increased approximately $193.1 million for the year ended December 31, 2025 compared to the prior year. We recognized an aggregate gain of approximately $238.4 million from the sale of eight properties during the year ended December 31, 2025, as compared to an aggregate gain of approximately $45.4 million from the sale of four properties during the prior year.

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Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023:

Discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 was included in our Annual Report on Form 10-K for the year ended December 31, 2024 beginning on page 41 under Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations”, which was filed with the SEC on February 5, 2025.

Liquidity and Capital Resources

The primary objective of our financing strategy is to maintain financial flexibility with a conservative capital structure using retained cash flows, proceeds from dispositions of properties, long-term debt and the issuance of common and perpetual preferred stock to finance our growth. Over the long-term, we intend to:

•limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 30% of our total enterprise value;

•maintain a fixed charge coverage ratio in excess of 2.0x;

•maintain a net debt-to-adjusted EBITDA ratio below 4.5x;

•limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and

•have staggered debt maturities that are aligned to our expected average lease term (five to seven years), positioning us to re-price parts of our capital structure as our rental rates change with market conditions.

We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional unsecured debt and perpetual preferred stock. We may also assume debt in connection with property acquisitions which may have a higher loan-to-value ratio.

We expect to meet our short-term liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under our revolving credit facility. We believe that our net cash provided by operations will be adequate to fund operating requirements, pay interest on any borrowings and fund distributions in accordance with the REIT requirements of the federal income tax laws. In the near-term, we intend to fund future investments in properties, property developments and redevelopments and scheduled debt maturities with cash on hand, term loans, senior unsecured notes, borrowings under our revolving credit facility, perpetual preferred and common stock issuances and, from time to time, property dispositions. We expect to meet our long-term liquidity requirements, including with respect to other investments in industrial properties, property acquisitions, property developments and redevelopments, renovations and expansions and scheduled debt maturities, through borrowings under our revolving credit facility, periodic issuances of common stock, perpetual preferred stock, and long-term unsecured and secured debt, and, from time to time, with proceeds from the disposition of properties. The success of our acquisition strategy may depend, in part, on our ability to obtain and borrow under our revolving credit facility and to access additional capital through issuances of equity and debt securities.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Equity Sources of Liquidity

The following sets forth certain information regarding our current at-the-market common stock offering program as of December 31, 2025:

The tables below set forth the activity under our at-the-market common stock offering programs during the years ended December 31, 2025 and 2024, respectively:

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Debt Sources of Liquidity

As of December 31, 2025, we had $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027, $100.0 million of senior unsecured notes that mature in July 2028, $100.0 million of senior unsecured notes that mature in December 2029, $125.0 million of senior unsecured notes that mature in August 2030, and $50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).

As of December 31, 2025, the Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027 and a $100.0 million term loan that matures in January 2028. As of December 31, 2025, there were $200.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans. As of December 31, 2024, there were $82.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.

On January 7, 2026, we entered into the Fourth Amendment to the Amended Facility (the “Fourth Amendment”) adding a $200.0 million term loan maturing on January 15, 2031. Following the Fourth Amendment, the Amended Facility consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027, a $100.0 million term loan that matures in January 2028, and a $200.0 million term loan that matures in January 2031. Additionally, the Amended Facility includes an accordion feature pursuant to which the aggregate amount of the Amended Facility may be increased by up to an additional $1.0 billion to a maximum aggregate amount not to exceed $2.0 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts. Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $600.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027, the $100.0 million term loan maturing in January 2028, and the $200.0 million term loan maturing in January 2031 or (ii) 60.0% of the value of the unencumbered properties. Interest on the Amended Facility, including the term loans, is generally to be paid based upon, at our option, either (i) SOFR plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%, or 1.25% per annum. The applicable SOFR margin will range from 1.00% to 1.45% for the revolving credit facility and 1.15% to 1.65% for the term loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value. Proceeds from the $200.0 million term loan were used to reduce borrowings under the $600.0 million revolving credit facility and for general corporate purposes.

The Amended Facility and the Senior Unsecured Notes are guaranteed by us and by substantially all of the current and to-be-formed subsidiaries of the borrower that own an unencumbered property. The Amended Facility and the Senior Unsecured Notes are not secured by our properties or by interests in the subsidiaries that hold such properties. The Amended Facility and the Senior Unsecured Notes include a series of financial and other covenants with which we must comply. We were in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of December 31, 2025 and 2024.

As of December 31, 2025 and 2024, we had a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028. The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%. The unamortized fair value adjustment as of December 31, 2025 and 2024 was approximately $2.5 million and $3.6 million, respectively.

As of December 31, 2025 and 2024, we held cash and cash equivalents totaling approximately $25.0 million and $18.1 million, respectively.

The following tables summarize our debt maturities and principal payments as of and for the year ended December 31, 2025, and market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the years ended December 31, 2025 and 2024 (dollars in thousands, except per share data):

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1As of February 3, 2026, there were $50.0 million of borrowings outstanding on the revolving credit facility and $400.0 million of borrowings outstanding on the term loans.

1Includes 478,223 and 426,388 shares of unvested restricted stock outstanding as of December 31, 2025 and 2024, respectively. Also includes 527,547 and 497,190 shares held in the Deferred Compensation Plan as of December 31, 2025 and 2024, respectively.

2Closing price of a share of our common stock on the New York Stock Exchange on December 31, 2025 and 2024, respectively, in dollars per share.

3Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties, including one property held for sale as of December 31, 2025.

4Total debt-to-total market capitalization is calculated as total debt, net of deferred financing costs, divided by total market capitalization.

5Floating rate debt as a percentage of total debt is calculated as floating rate debt, net of deferred financing costs, divided by total debt, net of deferred financing costs.

6Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the years ended December 31, 2025 and 2024, respectively.

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See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.

7Interest coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.

8Fixed charge coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization plus capitalized interest. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.

9Net debt-to-Adjusted EBITDA is calculated as net debt divided by annualized Adjusted EBITDA for the three months ended December 31, 2025 and 2024, respectively. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for the definitions of Adjusted EBITDA and net debt, a reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA and net debt are useful supplemental measures of our operating performance.

The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2025:

Sources and Uses of Cash

Our principal sources of cash are cash from operations, borrowings under loans payable, draws on our Amended Facility, common and preferred stock issuances, proceeds from property dispositions and issuances of unsecured notes. Our principal uses of cash are asset acquisitions, developments and redevelopments, debt service, capital expenditures, operating costs, corporate overhead costs and common stock dividends.

Cash From Operating Activities. Net cash provided by operating activities totaled approximately $271.9 million for the year ended December 31, 2025 compared to approximately $232.7 million for the year ended December 31, 2024. This increase in cash provided by operating activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily attributable to additional cash flows generated from the properties acquired during 2025 and 2024 and increased rents on new and renewed leases at our same store properties.

Cash From Investing Activities. Net cash used in investing activities was approximately $452.4 million and $915.5 million for the years ended December 31, 2025 and 2024, respectively. Such amounts consisted primarily of cash paid for property acquisitions of approximately $693.6 million and $814.5 million and additions to capital improvements of approximately $133.4 million and $172.9 million during the years ended December 31, 2025 and 2024, respectively. Such amounts were partially offset by proceeds from sales of real estate investments during the years ended December 31, 2025 and 2024 of approximately $374.6 million and $71.9 million, respectively.

Cash From Financing Activities. Net cash provided by financing activities was approximately $187.8 million for the year ended December 31, 2025, which consisted primarily of approximately $276.9 million in net proceeds from the issuance of common stock, and $422.5 million in revolving credit facility borrowings, partially offset by approximately $203.9 million in equity dividend payments, and repayment of $304.5 million of borrowings on the revolving credit facility. Net cash provided by

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financing activities was approximately $534.9 million for the year ended December 31, 2024, which consisted primarily of approximately $737.0 million in net proceeds from the issuance of common stock, and $110.0 million in revolving credit facility borrowings, partially offset by approximately $175.0 million in equity dividend payments, repayment of a $100.0 million tranche of the Senior Unsecured Notes, and repayment of $28.0 million of borrowings on the revolving credit facility.

Critical Accounting Policies And Estimates

Below is a discussion of the accounting policies that we believe are critical. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates.

Capitalization of Costs. We capitalize costs directly related to the development, redevelopment, renovation and expansion of our investment in real estate. Costs associated with such projects are capitalized as incurred. If the project is abandoned, these costs are expensed during the period in which the development, redevelopment or expansion project is abandoned. Costs considered for capitalization include, but are not limited to, construction costs, interest, real estate taxes and insurance, if appropriate. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress. In the event that the activities to ready the asset for its intended use are suspended, the capitalization period will cease until such activities are resumed. Costs incurred for maintaining and repairing properties, which do not extend their useful lives, are expensed as incurred.

Interest is capitalized based on actual capital expenditures from the period when development, redevelopment, renovation or expansion commences until the asset is ready for its intended use, at the weighted average borrowing rate during the period.

Property Acquisitions. Business Combinations (Topic 805): Clarifying the Definition of a Business requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the integrated set of assets and activities is not considered a business. To be a business, the set of acquired activities and assets must include inputs and one or more substantive processes that together contribute to the ability to create outputs. We have determined that our real estate property acquisitions will generally be accounted for as asset acquisitions under the clarified definition. Upon acquisition of a property we estimate the fair value of acquired tangible assets (consisting generally of land, buildings and improvements) and intangible assets and liabilities (consisting generally of the above and below-market leases and the origination value of all in-place leases). We determine fair values using Level 3 inputs such as replacement cost, estimated cash flow projections and other valuation techniques and applying appropriate discount and capitalization rates based on available market information. Mortgage loans assumed in connection with acquisitions are recorded at their fair value using current market interest rates for similar debt at the date of acquisition. Acquisition-related costs associated with asset acquisitions are capitalized to individual tangible and intangible assets and liabilities assumed on a relative fair value basis and acquisition-related costs associated with business combinations are expensed as incurred.

The fair value of the tangible assets is determined by valuing the property as if it were vacant. Land values are derived from current comparative sales values, when available, or management’s estimates of the fair value based on market conditions and the experience of our management team. Building and improvement values are calculated as replacement cost less depreciation, or management’s estimates of the fair value of these assets using discounted cash flow analyses or similar methods. The fair value of the above and below-market leases is based on the present value of the difference between the contractual amounts to be received pursuant to the acquired leases (using a discount rate that reflects the risks associated with the acquired leases) and our estimate of the market lease rates measured over a period equal to the remaining term of the leases plus the term of any below-market fixed rate renewal options. The above and below-market lease values are amortized to rental revenues over the remaining initial term plus the term of any below-market fixed rate renewal options that are considered bargain renewal options of the respective leases. The origination value of in-place leases is based on costs to execute similar leases, including commissions and other related costs. The origination value of in-place leases also includes real estate taxes, insurance and an estimate of lost rental revenue at market rates during the estimated time required to lease up the property from vacant to the occupancy level at the date of acquisition.

Impairment. Carrying values for financial reporting purposes are reviewed for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of a property may not be fully recoverable. Examples of such events or changes in circumstances may include classifying an asset to be held for sale, changing the intended hold period or when an asset remains vacant significantly longer than expected. The intended use of an asset either held for sale or held for use can significantly impact how impairment is measured. If an asset is intended to be held for the long-term, the recoverability is based on the undiscounted future cash flows. If the asset carrying value is not supported on an undiscounted future cash flow basis, then the asset carrying value is measured against the lower of cost or the present value of expected cash

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flows over the expected hold period. An impairment charge to earnings is recognized for the excess of the asset’s carrying value over the lower of cost or the present values of expected cash flows over the expected hold period. If an asset is intended to be sold, impairment is determined using the estimated fair value less costs to sell. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions, among other things, regarding current and future economic and market conditions and the availability of capital. We determine the estimated fair values based on its assumptions regarding rental rates, lease-up and holding periods, as well as sales prices. When available, current market information is used to determine capitalization and rental growth rates. If available, current comparative sales values may also be used to establish fair value. When market information is not readily available, the inputs are based on our understanding of market conditions and the experience of our management team. Actual results could differ significantly from our estimates. The discount rates used in the fair value estimates represent a rate commensurate with the indicated holding period with a premium layered on for risk.

Revenue Recognition. We record rental revenue from operating leases on a straight-line basis over the term of the leases and maintain an allowance for estimated losses that may result from the inability of our tenants to make required payments. If tenants fail to make contractual lease payments that are greater than our allowance for doubtful accounts, security deposits and letters of credit, then we may have to recognize additional doubtful account charges in future periods. We monitor the liquidity and creditworthiness of our tenants on an on-going basis by reviewing their financial condition periodically as appropriate. Each period we review our outstanding accounts receivable, including straight-line rents, for doubtful accounts and provide allowances as needed. We also record lease termination fees when a tenant has executed a definitive termination agreement with us and the payment of the termination fee is not subject to any conditions that must be met or waived before the fee is due to us. If a tenant remains in the leased space following the execution of a definitive termination agreement, the applicable termination will be deferred and recognized over the term of such tenant’s occupancy.

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

Material Cash Commitments

Subsequent to December 31, 2025, as of February 3, 2026, we had three outstanding contracts with third-party sellers to acquire three industrial properties for a total purchase price of approximately $113.2 million. There is no assurance that we will acquire the properties under contracts because the proposed acquisitions are subject to due diligence and various closing conditions.

The following table summarizes our material cash commitments due by period as of December 31, 2025 (dollars in thousands):

1As of February 3, 2026.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures that we believe are useful to investors as key supplemental measures of our operating performance: funds from operations, or FFO, Adjusted EBITDA, net operating income, or NOI, same store NOI, cash-basis same store NOI and net debt. FFO, Adjusted EBITDA, NOI, same store NOI, cash-basis same store NOI and net debt should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. Further, our computation of FFO, Adjusted EBITDA, NOI, same store NOI, cash-basis same store NOI and net debt may not be comparable to FFO, Adjusted EBITDA, NOI, same store NOI, cash-basis same store NOI and net debt reported by other companies.

We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (determined in accordance with GAAP), excluding gains (losses) from sales of property and impairment write-downs of depreciable real estate, plus depreciation and amortization on real estate assets and

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after adjustments for unconsolidated partnerships and joint ventures (which are calculated to reflect FFO on the same basis). We believe that presenting FFO provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified non-cash items, such as real estate depreciation and amortization and gain or loss on sale of assets.

We believe that FFO is a meaningful supplemental measure of our operating performance because historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient. As a result, we believe that the use of FFO, together with the required GAAP presentations, provide a more complete understanding of our operating performance.

The following table reflects the calculation of FFO reconciled from net income for the three months and years ended December 31, 2025, 2024 and 2023 (dollars in thousands except per share data):

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1To be consistent with our policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the FFO per common share is adjusted for FFO distributed through declared dividends (if any) and allocated to all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method. Under this method, allocations were made to 476,627, 426,670 and 419,230 of weighted average unvested restricted shares outstanding for the three months ended December 31, 2025, 2024 and 2023, respectively, and 455,244, 429,748 and 393,059 of weighted average unvested restricted shares outstanding for the years ended December 31, 2025, 2024 and 2023, respectively.

FFO increased by approximately $24.5 million and $52.9 million for the three months and year ended December 31, 2025, respectively, compared to the same periods from the prior year due primarily to property acquisitions during 2024 and 2025 as well as same store NOI growth of approximately $20.9 million and $30.3 million for the three months and year ended December 31, 2025, respectively, compared to the same periods from the prior year. The increase in FFO was partially due to lease termination income of approximately $12.6 million and $13.1 million for the three months and year ended December 31, 2025, respectively. The increase in lease termination revenue was primarily due to lease terminations which occurred during the three months ended December 31, 2025 of $13.8 million. In connection with the lease terminations, we also recorded a net increase in revenue of approximately $5.8 million from the write-off of the below market leases, net of straight-line rent write-offs. The increase in lease termination revenue was partially offset by a $1.3 million termination fee we paid as part of a lease buy out at two properties. The combined net impact of lease terminations during the three months ended December 31, 2025 was approximately $18.4 million. The FFO increase was partially offset by increased weighted average common shares outstanding and increased general and administrative expenses due to increased restricted stock amortization and other compensation expenses, including an increase in LTIP expense and an increase in the number of employees and salaries for the three months and year ended December 31, 2025 compared to the same periods from the prior year. The increase in FFO was partially offset by approximately $3.8 million and $7.8 million of bad debt expense and straight-line rent write-offs for terminated leases for the three months and year ended December 31, 2025. Bad debt expense for the three months and year ended December 31, 2025 was approximately $2.0 million and $5.6 million, respectively.

We compute Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, gain on sales of real estate investments, acquisition costs and stock-based compensation. We believe that presenting Adjusted EBITDA provides useful information to investors regarding our operating performance because it is a measure of our operations on an unleveraged basis before the effects of tax, gain (loss) on sales of real estate investments, non-cash depreciation and amortization expense, acquisition costs and stock-based compensation. By excluding interest expense, Adjusted EBITDA allows investors to measure our operating performance independent of our capital structure and indebtedness and, therefore, allows for more meaningful comparison of our operating performance between quarters and other interim periods as well as annual periods and for the comparison of our operating performance to that of other companies, both in the real estate industry and in other industries. As we are currently in a growth phase, acquisition costs are excluded from Adjusted EBITDA to allow for the comparison of our operating performance to that of stabilized companies.

The following table reflects the calculation of Adjusted EBITDA reconciled from net income for the three months and years ended December 31, 2025, 2024 and 2023 (dollars in thousands):

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We compute NOI as rental revenues, including tenant expense reimbursements, less property operating expenses. We compute same store NOI as rental revenues, including tenant expense reimbursements, less property operating expenses on a same store basis. NOI excludes depreciation, amortization, general and administrative expenses, acquisition costs and interest expense, including amortization. We compute cash-basis same store NOI as same store NOI excluding straight-line rents and amortization of lease intangibles. The same store pool includes all properties that were owned and in operation as of December 31, 2025 and since January 1, 2024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of December 31, 2025. As of December 31, 2025, the same store pool consisted of 236 buildings aggregating approximately 14.1 million square feet representing approximately 71.1% of our total square feet owned and 42 improved land parcels containing approximately 142.5 acres representing approximately 96.9% of our total acreage owned. The same store pool for the comparison of the three months and years ended December 31, 2024 and 2023 includes all properties that were owned and in operation as of December 31, 2024 and since January 1, 2023 and excludes properties that were either disposed of prior to, held for sale to a third-party or in development or redevelopment as of December 31, 2024. As of December 31, 2024, the same store pool consisted of 242 buildings aggregating approximately 14.5 million square feet representing approximately 75.5% of our total square feet owned and 44 improved land parcels containing approximately 139.5 acres representing approximately 92.6% of our total acreage owned. We believe that presenting NOI, same store NOI and cash-basis same store NOI provides useful information to investors regarding the operating performance of our properties because NOI excludes certain items that are not considered to be controllable in connection with the management of the properties, such as depreciation, amortization, general and administrative expenses, acquisition costs and interest expense. By presenting same store NOI and cash-basis same store NOI, the operating results on a same store basis are directly comparable from period to period.

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The following table reflects the calculation of NOI, same store NOI and cash-basis same store NOI reconciled from net income for the three months and years ended December 31, 2025, 2024 and 2023 (dollars in thousands):

1Includes approximately $12.9 million, $0.2 million and $0.2 million of lease termination income for the three months ended December 31, 2025, 2024 and 2023, respectively.

2Includes 2025 and 2024 acquisitions and dispositions, four improved land parcels, six properties under development or redevelopment and one building held for sale as of December 31, 2025.

3Includes 2024 and 2023 acquisitions and dispositions, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment, approximately 22.4 acres of land for future development and one building held for sale as of December 31, 2024.

4Includes $12.6 million and $0.2 million of lease termination income for the three months ended December 31, 2025 and 2024, respectively.

5Includes $0.2 million of lease termination income for the both three months ended December 31, 2024 and 2023, respectively.

6Includes straight-line rents and amortization of lease intangibles for the same store pool only.

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1Includes approximately $13.6 million, $0.7 million and $0.6 million of lease termination income for the years ended December 31, 2025, 2024 and 2023, respectively.

2Includes 2025 and 2024 acquisitions and dispositions, four improved land parcels, six properties under development or redevelopment and one building held for sale as of December 31, 2025.

3Includes 2024 and 2023 acquisitions and dispositions, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment, approximately 22.4 acres of land for future development and one building held for sale as of December 31, 2024.

4Includes $13.1 million and $0.7 million of lease termination income for the years ended December 31, 2025 and 2024, respectively.

5Includes approximately $0.7 million and $0.4 million of lease termination income for the years ended December 31, 2024 and 2023, respectively.

6Includes straight-line rents and amortization of lease intangibles for the same store pool only.

Cash-basis same store NOI increased by approximately $14.7 million for the three months ended December 31, 2025 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases and contractual rent increases on pre-existing leases. For the three months ended December 31, 2025 and 2024, total contractual rent abatements of approximately $2.6 million and $1.4 million, respectively, were given to certain tenants in the same store pool and approximately $12.6 million and $0.2 million, respectively, in lease termination income was received from certain tenants in the same store pool. The increase in lease termination revenue was primarily due to a lease termination which occurred during the three months ended December 31, 2025 of $13.5 million, partially offset by a $1.3 million termination fee we paid as part of a lease buy out at two properties. Approximately $0.2 million of the increase in cash-basis same store NOI for the three months ended December 31, 2025 related to properties that were acquired vacant or with near term expirations in 2024. Additionally, during the three months ended December 31, 2025, we gave contractual rent abatements of approximately $1.5 million (approximately 260 bps) to tenants with new leases at our Manhattan, Countyline Building 30 and Morton properties. The aggregate rent change for these leases is approximately 76.1%.

Cash-basis same store NOI increased by approximately $26.4 million for the year ended December 31, 2025 compared to the prior year primarily due to increased rental revenue on new and renewed leases and contractual rent increases on pre-existing leases. For the years ended December 31, 2025 and 2024, total contractual rent abatements of approximately $6.1 million and $3.9 million, respectively, were given to certain tenants in the same-store pool. For both the years ended December 31, 2025 and 2024, approximately $13.1 million in lease termination income was received from certain tenants in the

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same store pool. The increase in lease termination revenue was primarily due to a lease termination which occurred during the three months ended December 31, 2025 of $13.5 million, partially offset by a $1.3 million termination fee we paid as part of a lease buy out at two properties. In addition, approximately $1.1 million of the increase in cash-basis same store NOI for the year ended December 31, 2025 related to properties that were acquired vacant or with near term expirations in 2024.

We compute net debt as total debt, less deferred financing costs and cash and cash equivalents. We believe that presenting net debt provides useful information to investors regarding our ability to repay our outstanding consolidated indebtedness. See “Debt Sources of Liquidity” in this Annual Report on Form 10-K for a reconciliation of net debt from total debt.