Chiron Real Estate Inc. (XRN)

CIK: 0001533615. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-03-02.

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=1533615. Latest filing source: 0001104659-26-021956.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001533615.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 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001533615.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: 0001104659-26-057206.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

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

The following discussion should be read in conjunction with our financial statements, including the notes to those financial statements, included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). Some of the statements we make in this section are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section below entitled “Special Note Regarding Forward-Looking Statements.” Certain risk factors may cause actual results, performance, or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), that was filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on March 2, 2026 and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q. Unless otherwise indicated, all dollar amounts in the following discussion are presented in thousands.

Special Note Regarding Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). In particular, statements pertaining to our investment in our Series C Preferred Stock or the terms of the investment agreement by Maewyn Capital Partners and its affiliates, future Board composition, trends, liquidity, capital resources, future dividends, and the healthcare industry and the healthcare real estate markets and opportunity, among others, contain forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology including, but not limited to, “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

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difficulties in identifying healthcare and seniors housing facilities to acquire (due to increased cost of capital, competition or otherwise) and completing such acquisitions;

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defaults on or non-renewal of leases by tenants;

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our ability to collect rents;

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increases in interest rates and increased operating costs;

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macroeconomic and geopolitical factors, including, but not limited to, inflationary pressures, tariffs and international trade policies, elevated interest rates, distress in the banking sector, global supply chain disruptions and ongoing geopolitical conflicts and war;

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changes in current healthcare and healthcare real estate trends and costs, including wage inflation;

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an epidemic or pandemic (such as the COVID-19 epidemic), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it;

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our ability to satisfy the covenants in our existing and any future debt agreements;

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our ability to refinance our existing debt when needed or on favorable terms;

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decreased rental rates or increased vacancy rates, including expected rent levels on acquired properties;

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adverse economic or real estate conditions or developments, either nationally or in the markets in which our facilities are located;

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our failure to generate sufficient cash flows to service our outstanding obligations;

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our ability to satisfy our short and long-term liquidity requirements;

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our ability to deploy the debt and equity capital we raise;

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our ability to hedge our interest rate risk;

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our ability to raise additional equity and debt capital on attractive terms or at all;

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our ability to make distributions on shares of our common and preferred stock or to redeem our preferred stock;

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expectations regarding the timing and/or completion of any acquisition;

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expectations regarding the timing and/or completion of dispositions, and the expected use of proceeds therefrom;

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our use of joint ventures may limit our returns on and our flexibility with jointly-owned investments;

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general volatility of the market price of our common and preferred stock;

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changes in our business or our investment or financing strategy;

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our dependence upon key personnel, whose continued service is not guaranteed;

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our ability to identify, hire and retain highly qualified personnel in the future;

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the degree and nature of our competition;

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changes in healthcare laws, governmental regulations, tax laws and similar matters;

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changes in expected trends in Medicare, Medicaid and commercial insurance reimbursement trends, including changes in Medicaid reimbursement rates pursuant to the One Big Beautiful Bill Act (the “OBBBA”);

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competition for investment opportunities;

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our failure to achieve the anticipated benefits from, and effectively integrate, our completed or anticipated acquisitions and investments;

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our expected capital and tenant improvement expenditures;

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changes in accounting policies generally accepted in the United States of America (“GAAP”);

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lack of, or insufficient amounts of, insurance;

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other factors affecting the real estate industry generally;

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changes in the tax treatment of our distributions;

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our failure to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;

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our ability to qualify for the safe harbor from the 100% prohibited transactions tax under the REIT rules with respect to our property dispositions; and

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limitations imposed on our business due to, and our ability to satisfy, complex rules relating to REIT qualification for U.S. federal income tax purposes.

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See Item 1A. Risk Factors in our 2025 Annual Report and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q for further discussion of these and other risks, as well as the risks, uncertainties and other factors discussed in this Report and identified in other documents we may file with the SEC from time to time. You should carefully consider these risks before making any investment decisions in our company. New risks and uncertainties may also emerge from time to time that could materially and adversely affect us. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. You should not place undue reliance on any forward-looking statements that are based on information currently available to us or the third parties making the forward-looking statements.

Overview

Chiron Real Estate Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that acquires (i) healthcare facilities leased to physician groups and regional and national healthcare systems and (ii) seniors housing communities. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). Our wholly owned subsidiary, Chiron Real Estate GP LLC, is the sole general partner of our Operating Partnership and, as of March 31, 2026, we owned 91.4% of the outstanding common operating partnership units (“OP Units”), with the remaining 8.6% owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units.

Our revenues are derived from the rental and operating expense reimbursement payments we receive from our tenants, and most of our leases are medium to long-term triple net leases with contractual rent escalation provisions. Our primary expenses are depreciation, interest, and general and administrative expenses. We finance our acquisitions with a mixture of debt and equity primarily from our cash from operations, borrowings under our Credit Facility, and stock issuances.

On September 19, 2025, the Company completed a one-for-five reverse stock split of its outstanding shares of common stock, with a corresponding adjustment to the outstanding partnership units of the Operating Partnership (the “Reverse Stock Split”). Unless otherwise noted, all common share and unit amounts shown herein are shown on a split-adjusted basis.

Business Overview and Strategy

Our business strategy is to invest primarily in healthcare properties that provide an attractive rate of return relative to our cost of capital and are operated by profitable physician groups, regional or national healthcare systems or combinations thereof. We believe this strategy allows us to attain our goals of providing stockholders with (i) attractive dividends and (ii) stock price appreciation. To implement this strategy, we seek to invest:

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in off-campus medical facilities and other decentralized components of the healthcare delivery system because we believe that healthcare delivery trends in the U.S. are increasingly moving away from centralized hospital locations;

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in small to mid-sized healthcare facilities located in secondary markets and suburbs of primary markets and that provide services needed for an aging population, such as cardiovascular treatment, rehabilitation, eye surgery, gastroenterology,

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oncology treatment and orthopedics. We believe these facilities and markets are typically overlooked by larger REITs and other healthcare investors but contain tenant credit profiles that are like those of larger, more expensive facilities in primary markets; and

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active adult and other seniors residential facilities that are located in attractive markets.

Most of our healthcare facilities are leased to single-tenants under triple-net leases. Our portfolio also contains some multi-tenant properties with gross lease or modified gross lease structures. In addition, as of March 31, 2026, we had an interest in two unconsolidated joint ventures that own healthcare facilities.

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Our Properties

As of March 31, 2026, we had gross investments of approximately $1.5 billion in real estate, consisting of 189 buildings with an aggregate of approximately 5.1 million leasable square feet and approximately $118.2 million of annualized base rent. This data does not include amounts for properties held in our unconsolidated joint ventures.

2026 Investment Activity

On January 6, 2026, the Company entered into a joint venture with a developer to facilitate the development of a 132-unit, active adult residential community in a suburb of Minneapolis, Minnesota (the “Active Adult Joint Venture”). We invested $7.1 million for a 49% equity interest in the Active Adult Joint Venture, with the developer retaining a 51% interest.

[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: 2026-03-02. Report date: 2025-12-31.

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements, including the notes to those financial statements, included elsewhere in this Report. Some of the statements we make in this section are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Report entitled “Special Note Regarding Forward-Looking Statements.” Certain risk factors may cause actual results, performance, or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section in this Report entitled “Risk Factors.” Unless otherwise indicated, all dollar and share amounts in the following discussion are presented in thousands.

Note: On September 19, 2025, the Company completed a one-for-five reverse stock split of its outstanding shares of common stock, with a corresponding adjustment to the outstanding partnership units of the Operating Partnership (the “Reverse Stock Split”). Unless otherwise noted, all common share and unit amounts shown below are shown on a split-adjusted basis.

Objective of MD&A

Management’s Discussion and Analysis (“MD&A”) is a narrative explanation of the financial statements and other statistical data that we believe will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations.

The objectives of MD&A are:

a.

To provide a narrative explanation of our financial statements that enables investors to see the Company from management’s perspective;

b.

To enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and

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c.

To provide information about the quality of, and potential variability of, our earnings and cash flow so that investors can ascertain the likelihood that past performance is indicative of future performance.

Overview

Chiron Real Estate Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that primarily acquires healthcare facilities leased to physician groups and regional and national healthcare systems. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). Our wholly owned subsidiary, Chiron Real Estate GP LLC, is the sole general partner of our Operating Partnership. As of December 31, 2025, we owned 92.0% of the outstanding common operating partnership units (“OP Units”), with the remaining 8.0% owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services in exchange for OP Units. On February 23, 2026, the Company changed its name from Global Medical REIT Inc. to Chiron Real Estate Inc.

Our revenues are derived from the rental and operating expense reimbursement payments we receive from our tenants, and most of our leases are medium to long-term triple net leases with contractual rent escalation provisions. Our primary expenses are depreciation, interest, and general and administrative expenses. We finance our acquisitions with a mixture of debt and equity primarily from our cash from operations, borrowings under our Third Amended and Restated Credit Facility (the “Credit Facility”), and stock issuances.

Our Properties

As of December 31, 2025, we had gross investments of approximately $1.5 billion in real estate, consisting of 189 buildings with an aggregate of approximately 5.1 million leasable square feet and approximately $118.8 million of annualized base rent. This data does not include amounts for properties held in our unconsolidated joint venture.

2025 Investment Activity

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During 2025, the Company completed the acquisition of a five-property portfolio of medical real estate. In aggregate the portfolio had a purchase price of $69.6 million with 486,598 leasable square feet and annualized base rent of $6.3 million.

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During 2025, the Company completed seven dispositions that generated aggregate net proceeds of $23.0 million, resulting in an aggregate net gain of $1.5 million. In addition, we recognized impairment losses on the sold assets of $13.0 million.

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Preferred Stock Offering

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On November 20, 2025, the Company sold 2,050,000 shares of its Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share, with a liquidation preference of $25 per share, inclusive of 50,000 shares issued in connection with the underwriters’ exercise of their over-allotment option. The Company may, at its option, redeem the Series B Preferred Stock for cash in whole or in part, from time to time, at any time on or after November 20, 2030, at a cash redemption price of $25 per share, plus accrued and unpaid dividends. The Series B Preferred Stock generally has no voting rights, except for limited voting rights if the Company fails to pay dividends for six quarterly periods and on certain fundamental matters that may affect the preference or special rights of the Series B Preferred Stock. The issuance resulted in aggregate gross proceeds of $51.3 million. After deducting underwriting discounts and advisory fees of $1.6 million, and expenses paid by the Company that were directly attributable to the offering of $0.5 million (which are both treated as a reduction of the “Preferred Stock” balance on the accompanying Consolidated Balance Sheets), the Company’s Series B Preferred Stock balance as of December 31, 2025 was $49.1 million. The net proceeds received from the transaction were primarily used to repay borrowings on the revolver component of the Credit Facility.

Recent Developments

Inaugural Active Adult Investment

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On January 6, 2026, the Company entered into a joint venture with a developer to facilitate the development of a 132-unit, active adult residential community in a suburb of Minneapolis, Minnesota (the “Active Adult Joint Venture”). We invested $7.1 million for a 49% equity interest in the Active Adult Joint Venture, with the developer retaining a 51% interest. The Active Adult Joint Venture

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entered into a construction loan with a principal balance of $31.0 million. The developer is serving as the managing member of the Active Adult Joint Venture.

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Chapter 11 Reorganization Filing of White Rock Medical Center, LLC

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On January 20, 2026, White Rock Medical Center LLC, filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code. At the time of its bankruptcy filing, White Rock operated two hospitals in Texas, including the White Rock Medical Center in Dallas, Texas, an acute-care hospital owned by the Company where White Rock is the sole tenant and has been operating the hospital since October 2023. There are 12 years remaining on this lease. According to the filed bankruptcy documents, the primary reason for the bankruptcy is a dispute with the former operator of the facility related to amounts due to the former operator. Accordingly White Rock plans to (i) restructure indebtedness related to its purchase of the hospital operations at the White Rock Medical Center and a related transition services agreement and (ii) sell its hospital operations to a third party, with the goal of stabilizing its operations and maximizing value to its stakeholders. As a means of assisting White Rock in its stabilization efforts, the Company has funded annual property tax obligations due under the lease and accepted reduced monthly payments. As of February 20, 2026, the Company has a receivable balance, net of security deposits, of approximately $1.4 million (exclusive of late fees and interest thereon). Although we expect White Rock to affirm our lease as part of its reorganization plan, as of February 20, 2026, no reorganization plan has been filed with the courts and there can be no assurance that White Rock will affirm its lease with us or that we will receive any amounts owed to us.

Trends Which May Influence Our Results of Operations

We believe the following trends may positively impact our results of operations:

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An aging population. The general aging of the population, driven by the large baby boomer generation (born 1946-1964) and increases in life expectancy due to advances in medical technology and services, continues to be a key driver of growth in healthcare expenditures. According to the most recent U.S. Census Bureau estimates, the population age 65 and older grew by over a third during the past decade, and roughly 3.1% from 2023 to 2024. We believe this segment of the U.S. population will utilize many of the services provided at our healthcare facilities such as orthopedics, cardiac, gastroenterology and rehabilitation.

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A continuing shift towards outpatient care. According to the American Hospital Association, patients are demanding more outpatient operations. We believe this shift in patient preference from inpatient to outpatient facilities will benefit our tenants as most of our properties consist of outpatient facilities.

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Physician practice group and hospital consolidation. We believe the trend towards physician group consolidation will serve to strengthen the credit quality of our tenants if our tenants merge or are consolidated with larger health systems.

We believe the following trends may negatively impact our results of operations:

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Longer-term interest rates remain at elevated levels. During 2025, the U.S. Federal Reserve (the “Fed”) continued lowering the Federal Funds Rate with the most recent cut in December 2025 bringing the target range to 3.50% to 3.75%. The 10-Year U.S. Treasury yield and Secured Overnight Financing Rate (“SOFR”) have also trended lower during 2025, with the 10-year U.S. Treasury yield and one-month term SOFR at 4.18% and 3.69% as of December 31, 2025, respectively.  Although interest rates have trended lower during 2025, interest rates are significantly higher than in 2021, when we entered into interest rate swaps with respect to the $350 million Term Loan A component of our Credit Facility. These interest rate swaps fixed the SOFR component of our interest rate on our Term Loan A at 1.36%; however, these swaps are set to expire in April 2026 (the original maturity date of Term Loan A). In October 2025, we entered into $350 million of new forward-starting interest rate swaps that will be effective in May 2026 to fully hedge the SOFR components of the new three Term Loan A tranches in the Credit Facility through their respective maturities at rates ranging from 3.24% to 3.32%. The current elevated interest rate environment has already resulted in material increases in our interest expense with respect to our floating-rate indebtedness and, beginning on the effective date of our new interest rate swaps, will materially increase our interest expense with respect to our fixed-rate indebtedness.

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Increased Cost of Healthcare Delivery. Healthcare delivery costs continue to increase and there are many reasons for this increase, including increases in labor costs, medical supplies and technology investments. Increases in the cost of healthcare delivery can put stress on our tenants’ business, which, if not offset by revenue increases, could negatively affect our tenants’ ability to pay rent to us.

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Changes in third party reimbursement methods and policies. The price of healthcare services has been increasing, and, as a result, we believe that third-party payors, such as Medicare and commercial insurance companies, will continue to scrutinize and reduce the types of healthcare services eligible for, and the amounts of, reimbursement under their health insurance plans or increase the portion of premiums for which covered individuals are responsible. In Janaury 2026, CMS announced proposed rate increases for 2027 to Medicare Advantage health plans of less than a tenth of a percent, which was less than market expectations. If finalized, this modest rate increase could result in benefit cuts or higher premiums for Medicare Advantage participants. Additionally, beginning on January 1, 2026, premium tax credits that were intended to assist certain participants on the healthcare insurance exchanges in purchasing health insurance expired, which could result in significant premium increases for these participants. If these trends continue, our tenants’ businesses will continue to be negatively affected, which may impact their ability to pay rent to us.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time-to-time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.

For a more detailed discussion of our significant accounting policies, see Note 2 – “Summary of Significant Accounting Policies” in the footnotes to the accompanying consolidated financial statements. Below is a discussion of accounting policies that we consider critical in that it may require complex judgment in its application or require estimates about matters that are inherently uncertain.

We consider our critical accounting estimates to be those used in the determination of the reported amounts and disclosure related to the following:

●Investment in Real Estate

●Impairment of Long-Lived Assets

●Revenue Recognition

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Investment in Real Estate

All our facility acquisitions for the years ended December 31, 2025 and 2024 were accounted for as asset acquisitions because substantially all of the fair value of the gross assets that we acquired were concentrated in a single asset or group of similar identifiable assets. Accordingly, the purchase prices of acquired tangible and intangible assets and liabilities were recorded and allocated at fair value on a relative basis. The recorded allocations are based on estimated cash flow projections of the properties acquired, which incorporates discount, capitalization and interest rates as well as available comparable market information. We use considerable judgement in our estimates of cash flow projections, discount, capitalization and interest rates, fair market lease rates, carrying costs during hypothetical expected lease-up periods, and costs to execute similar leases.

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While our methodology for purchase price allocations did not change during the year ended December 31, 2025, the real estate market is fluid, and our assumptions are based on information currently available in the market at the time of acquisition. Significant

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increases or decreases in these key estimates, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value allocated to acquired tangible and intangible assets and liabilities.

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In the case of the fair value of buildings and fair value of land and certain other intangibles, our estimates of the values of these components will affect the amount of depreciation or amortization we record over the estimated useful life of the property acquired or the remaining lease term. In the case of the fair value of above-market or below-market lease intangibles, our estimates of the values of these components will affect the amount of rental revenue we record as these values are amortized as a reduction of or an addition to rental income over the estimated remaining term of the respective leases.

Impairment of Long-Lived Assets

We review our real estate assets on an asset group basis for impairment. We identify an asset group based on the lowest level of identifiable cash flows. In the impairment analysis we must determine whether there are indicators of impairment. For operating properties, these indicators could include a reduction in our estimated hold period, a significant decline in a property’s leasing percentage, a current period operating loss or negative cash flows combined with a history of losses at the property, a significant decline in lease rates for that property or others in the property’s market, a significant change in the market value of the property, or an adverse change in the financial condition of significant tenants.

If we determine that an asset has indicators of impairment, we must determine whether the undiscounted cash flows associated with the asset exceed the carrying amount of the asset. In calculating the undiscounted net cash flows of an asset, we use considerable judgement to estimate a number of inputs. We must estimate future rental rates, future capital expenditures, future operating expenses, and market capitalization rates for residual values, among other things. In addition, if there are alternative strategies for the future use of the asset, we assess the probability of each alternative strategy and perform a probability-weighted undiscounted cash flow analysis to assess the recoverability of the asset.

In determining the fair value of an asset, we exercise considerable judgment on a number of factors. We may determine fair value by using a discounted cash flow calculation or by utilizing comparable market information. We use judgement to determine an appropriate discount rate to apply to the cash flows in the discounted cash flow calculation. We also use judgment in analyzing comparable market information because no two real estate assets are identical in location and price.

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The estimates and judgments used in the impairment process are highly subjective and susceptible to frequent change. Significant increases or decreases in any of these inputs, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value measurement of the real estate assets being assessed. Additionally, changes in economic and operating conditions, including changes in the financial condition of our tenants, and changes to our intent and ability to hold the related asset, that occur subsequent to our impairment assessment could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.

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Revenue Recognition

Our operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. Management exercises considerable judgment in the rental property revenue recognition process including the treatment of the contractual rental stream and the determination of its collectability.

​

Our leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, when we believe substantially all lease income, including the related straight-line receivable, is probable of collection.

We monitor the liquidity and creditworthiness of our tenants and operators and exercise considerable judgement in assessing the probability of collection. Our assessment of collectability incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital resources, including declines in such conditions. In the event that we determine receivables are not probable of collection, lease income will be recorded on a cash basis, with the corresponding tenant receivable and straight-line rent receivable charged as a direct write-off against rental revenue in the period of the change in our collectability determination. If management’s assumptions regarding

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the collectability of lease-related receivables prove incorrect, we could experience decreases in rental revenue, including decreases in excess of any amounts initially recognized.

​

Consolidated Results of Operations

For a discussion related to our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7. 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, 2024, which was filed with the SEC on February 28, 2025.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

​

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

$ Change

​

​

(in thousands)

​

​

​

Revenue

​

  ​

​

​

​

  ​

Rental revenue

​

$

147,682

​

$

138,410

​

$

9,272

Other income

​

526

​

370

​

156

Total revenue

​

148,208

​

138,780

​

9,428

​

​

​

​

​

​

​

​

​

​

Expenses

​

​

​

​

​

​

​

​

​

General and administrative

​

19,998

​

21,123

​

(1,125)

Operating expenses

​

32,620

​

29,251

​

3,369

Depreciation expense

​

44,025

​

40,427

​

3,598

Amortization expense

​

15,017

​

14,932

​

85

Interest expense

​

​

31,754

​

​

28,689

​

​

3,065

Transaction expense

​

​

—

​

​

155

​

​

(155)

Total expenses

​

143,414

​

134,577

​

8,837

Income before other income (expense)

​

​

4,794

​

​

4,203

​

​

591

Gain on sale of investment properties

​

​

1,487

​

​

4,205

​

​

(2,718)

Impairment of investment properties

​

​

(13,014)

​

​

(1,696)

​

​

(11,318)

Equity loss from unconsolidated joint venture

​

​

(150)

​

​

(20)

​

​

(130)

Net (loss) income

​

$

(6,883)

​

$

6,692

​

$

(13,575)

​

Revenue

Total Revenue

Total revenue for the year ended December 31, 2025 was $148.2 million, compared to $138.8 million for the same period in 2024, an increase of $9.4 million. The increase primarily resulted from the net impact of acquisitions and dispositions during 2024 and 2025. Within that increase, $2.4 million represents an increase in net lease expense recoveries in 2025 compared to 2024.

Expenses

General and Administrative

General and administrative expenses for the year ended December 31, 2025 were $20.0 million, compared to $21.1 million for the same period in 2024, a decrease of $1.1 million. The decrease primarily resulted from $3.2 million that was expensed in 2024 related to cash severance costs owed to Mr. Jeffery Busch, our former Chief Executive Officer, and a decrease in non-cash LTIP compensation expense, which was $4.5 million for the year ended December 31, 2025, compared to $5.1 million for the same period in 2024.

Operating Expenses

Operating expenses for the year ended December 31, 2025, were $32.6 million, compared with $29.3 million for the same period in 2024, an increase of $3.3 million. The increase primarily resulted from the net impact of acquisitions and dispositions during

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2024 and 2025. Included in these amounts were $21.8 million of recoverable property operating expenses incurred during the year ended December 31, 2025, compared to $19.4 million for the same period in 2024. In addition, our operating expenses included $6.3 million of non-recoverable property operating expenses from gross leases for the year ended December 31, 2025, compared to $5.7 million for the same period in 2024.

​

Depreciation Expense

Depreciation expense for the year ended December 31, 2025 was $44.0 million, compared to $40.4 million for the same period in 2024, an increase of $3.6 million. The increase primarily resulted from the net impact of acquisitions and dispositions during 2024 and 2025. This was partially offset by a decrease in our existing portfolio due to fully depreciated tenant improvements.

Amortization Expense

Amortization expense for the year ended December 31, 2025 was $15.0 million, compared to $14.9 million for the same period in 2024, an increase of $0.1 million. The increase primarily resulted from the net impact of acquisitions and dispositions during 2024 and 2025. This was partially offset by a decrease in our existing portfolio due to fully amortized lease intangibles.

Interest Expense

Interest expense for the year ended December 31, 2025 was $31.8 million, compared to $28.7 million for the same period in 2024, an increase of $3.1 million. This increase was due to higher interest rates and net borrowings on the credit facility during the year ended December 31, 2025, compared to the same period in 2024.

The weighted average interest rate of our debt for the year ended December 31, 2025 was 3.98% compared to 3.94% in 2024. Additionally, the weighted average interest rate and term of our debt was 3.74% and 4.1 years, respectively, at December 31, 2025, compared to 3.75% and 2.0 years, respectively, at December 31, 2024.

Income Before Other Income (Expense)

Income before other income (expense) for the year ended December 31, 2025 was $4.8 million, compared to $4.2 million for the same period in 2024, an increase of $0.6 million.

Gain on Sale of Investment Properties

During the year ended December 31, 2025, we completed seven dispositions resulting in an aggregate gain of $1.5 million. During the year ended December 31, 2024, we completed seven dispositions resulting in an aggregate gain of $4.2 million.

Impairment of Investment Properties

​

During the years ended December 31, 2025 and 2024, we had the following impairments in investment properties:

​

​

​

​

​

​

​

​

​

​

Date of Impairment

​

Property Impaired

​

Amount of Impairment

​

Reason for Impairment

​

Date of Property Sale

December 2024

​

Derby, Kansas

​

$1.7 million

​

Contractual price below carrying value

​

February 2025

August 2025

​

Aurora, Illinois

​

$6.3 million

​

Contractual price below carrying value

​

September 2025

December 2025

​

Melbourne, Florida

​

$6.7 million

​

Contractual price below carrying value

​

December 2025

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​

Equity Loss from Unconsolidated Joint Venture

​

Equity loss from the unconsolidated Joint Venture for the year ended December 31, 2025 was $150 thousand compared to $20 thousand for the same period in 2024, an increase of $130 thousand.

Net (Loss) Income

Net loss for the year ended December 31, 2025 was $6.9 million compared to net income of $6.7 million for the same period in 2024, a decrease of $13.6 million.

Assets and Liabilities

As of December 31, 2025 and 2024, our principal assets consisted of investments in real estate, net, of $1.2 billion. We completed five acquisitions and seven dispositions during the year ended December 31, 2025. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of $11.9 million and $8.9 million, as of December 31, 2025 and 2024, respectively.

The increase in our cash and cash equivalents and restricted cash balances of $11.9 million as of December 31, 2025, compared to $8.9 million as of December 31, 2024, was primarily due to net borrowings on our Credit Facility, net proceeds received from the sale of shares of our Series B preferred stock, net proceeds received from the sale of investment properties, and net cash provided by operating activities, partially offset by funds used to acquire investment properties, the payment of dividends to common and preferred stockholders as well as holders of OP Units and LTIP Units, funds used to repurchase common stock, funds used to repay notes payable, and funds used for capital expenditures on existing real estate investments and leasing commissions.

​

The increase in our total liabilities to $712.4 million as of December 31, 2025 compared to $700.6 million as of December 31, 2024, was primarily the result of higher net borrowings outstanding on our Credit Facility, partially offset by a lower notes payable balance.

Cash Flow Information

Net cash provided by operating activities for the year ended December 31, 2025 was $73.6 million, compared to $70.0 million for the same period in 2024. During the 2025 period, there was an increase in depreciation expense of $3.6 million.

​

Net cash used in investing activities for the year ended December 31, 2025 was $60.4 million, compared to $45.9 million for the same period in 2024. During the 2025 period, we received less net proceeds from the sale of investment properties compared to 2024.

​

Net cash used in financing activities for the year ended December 31, 2025 was $10.3 million, compared to $21.9 million for the same period in 2024. During the 2025 period, we had lower net borrowings on our Credit Facility and lower payment of dividends to common stockholders as well as holders of OP Units and LTIP Units.

Non-GAAP Financial Measures

Management considers certain non-GAAP financial measures to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. The Company reports non-GAAP financial measures because these measures are observed by management to also be among the most predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these non-GAAP financial measures. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors, as well as reconciliations of those measures to the most directly comparable GAAP financial measure.

The non-GAAP financial measures presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as

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Table of Contents

alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K.

Funds from Operations, Core Funds from Operations (formerly Adjusted Funds from Operations), and Funds Available for Distribution

Funds from operations attributable to common stockholders and noncontrolling interest (“FFO”), and core FFO attributable to common stockholders and noncontrolling interest (“Core FFO”) and funds available for distribution attributable to common stockholders and noncontrolling interest (“FAD”) are non-GAAP financial measures within the meaning of the rules of the SEC. The Company considers FFO, Core FFO (formerly Adjusted Funds from Operations, or AFFO), and FAD to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.

In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP Units and LTIP Units, excluding gains (or losses) from sales of property and extraordinary items, property impairment losses, less preferred stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs and the amortization of above and below market leases), and after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. Because FFO excludes real estate-related depreciation and amortization (other than amortization of debt issuance costs and above and below market lease amortization expense), the Company believes that FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from the closest GAAP measurement, net income or loss.

Core FFO (previously AFFO) is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations. Management calculates Core FFO by modifying the NAREIT computation of FFO by adjusting it for certain cash and non-cash items and certain recurring and non-recurring items. For the Company these items include recurring acquisition and disposition costs, loss on the extinguishment of debt, recurring straight line deferred rental revenue, recurring stock-based compensation expense, recurring amortization of above and below market leases, recurring amortization of debt issuance costs, severance and transition related expense, costs related to our reverse stock split, and other items related to unconsolidated partnerships and joint ventures.

We calculate FAD by subtracting from Core FFO capital expenditures, including tenant improvements, and leasing commissions. Management believes FAD is useful in analyzing the portion of cash flow that is available for distribution to stockholders and unitholders. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential.

Management believes that reporting Core FFO in addition to FFO and FAD is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis.

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A reconciliation of net income to FFO and Core FFO and FAD for the years ended December 31, 2025, 2024, and 2023 is as follows. All per share, per share and unit, and weighted average share and unit amounts have been adjusted to reflect the impact of the Reverse Stock Split.

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

​

​

(unaudited, in thousands except per share and unit amounts)

Net (loss) income

​

$

(6,883)

​

$

6,692

​

$

21,734

Less: Preferred stock dividends

​

(6,280)

​

(5,822)

​

(5,822)

Depreciation and amortization expense

​

​

58,947

​

​

55,226

​

​

58,007

Depreciation and amortization expense from unconsolidated joint venture

​

​

268

​

​

20

​

​

—

Gain on sale of investment properties

​

​

(1,487)

​

​

(4,205)

​

​

(15,560)

Impairment of investment properties

​

​

13,014

​

​

1,696

​

​

—

FFO attributable to common stockholders and noncontrolling interest

​

$

57,579

​

$

53,607

​

$

58,359

Loss on extinguishment of debt

​

​

—

​

​

—

​

​

868

Amortization of above market leases, net

​

648

​

1,171

​

1,052

Straight line deferred rental revenue

​

(1,120)

​

(2,091)

​

(2,636)

Stock-based compensation expense

​

4,496

​

5,102

​

4,242

Amortization of debt issuance costs and other

​

2,994

​

2,243

​

2,376

Severance and transition related expense

​

​

944

​

​

3,176

​

​

—

Reverse stock split expense

​

​

170

​

​

—

​

​

—

Other adjustments from unconsolidated joint venture

​

​

45

​

​

—

​

​

—

Transaction expense

​

​

—

​

​

155

​

​

44

Core FFO attributable to common stockholders and noncontrolling interest

​

$

65,756

​

$

63,363

​

$

64,305

​

​

​

​

​

​

​

​

​

​

Net (loss) income attributable to common stockholders per share – basic and diluted

​

$

(0.91)

​

$

0.06

​

$

1.13

FFO attributable to common stockholders and noncontrolling interest per share and unit

​

$

3.97

​

$

3.76

​

$

4.15

Core FFO attributable to common stockholders and noncontrolling interest per share and unit

​

$

4.53

​

$

4.44

​

$

4.57

​

​

​

​

​

​

​

​

​

​

Weighted Average Shares and Units Outstanding – basic and diluted

​

14,512

​

14,264

​

14,075

​

​

​

​

​

​

​

​

​

​

Weighted Average Shares and Units Outstanding:

​

​

​

​

​

​

​

​

​

Weighted Average Common Shares

​

13,379

​

13,187

​

13,110

Weighted Average OP Units

​

447

​

449

​

415

Weighted Average LTIP Units

​

686

​

628

​

550

Weighted Average Shares and Units Outstanding – basic and diluted

​

​

14,512

​

​

14,264

​

​

14,075

​

​

​

​

​

​

​

​

​

​

Core FFO attributable to common stockholders and noncontrolling interest

​

$

65,756

​

$

63,363

​

$

64,305

Tenant improvements

​

​

(4,249)

​

​

(5,833)

​

​

(3,538)

Leasing commissions

​

​

(2,203)

​

​

(5,738)

​

​

(1,264)

Building capital

​

​

(6,924)

​

​

(7,612)

​

​

(6,066)

FAD attributable to common stockholders and noncontrolling interest

​

$

52,380

​

$

44,180

​

$

53,437

​

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDAre

The Company calculates EBITDAre in accordance with standards established by NAREIT and defines EBITDAre as net income or loss computed in accordance with GAAP plus depreciation and amortization, interest expense, gain or loss on the sale of investment properties, property impairment losses, and adjustments for unconsolidated partnerships and joint ventures to reflect EBITDAre on the same basis, as applicable. The Company defines Adjusted EBITDAre as EBITDAre plus loss on extinguishment of

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Table of Contents

debt, non-cash stock compensation expense, non-cash intangible amortization related to above and below market leases, severance and transition related expense, expenses related to our reverse stock split, transaction expense, adjustments related to our investments in unconsolidated joint ventures, and other normalizing items. Management considers EBITDAre and Adjusted EBITDAre important measures because they provide additional information to allow management, investors, and our current and potential creditors to evaluate and compare our core operating results and our ability to service debt.

A reconciliation of net income to EBITDAre and Adjusted EBITDAre for the years ended December 31, 2025, 2024, and 2023 is as follows:

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

2025

  ​ ​ ​

2024

​

2023

​

(unaudited and in thousands)

Net (loss) income

$

(6,883)

​

$

6,692

​

$

21,734

Interest expense

31,754

​

28,689

​

​

30,893

Depreciation and amortization expense

​

59,042

​

​

55,359

​

​

58,135

Unconsolidated joint venture EBITDAre adjustments (1)

​

424

​

​

20

​

​

—

Gain on sale of investment properties

​

(1,487)

​

​

(4,205)

​

​

(15,560)

Impairment of investment properties

​

13,014

​

​

1,696

​

​

—

EBITDAre

$

95,864

​

$

88,251

​

$

95,202

Stock-based compensation expense

4,496

​

5,102

​

​

4,242

Amortization of above market leases, net

648

​

1,171

​

​

1,052

Severance and transition related expense

​

944

​

​

3,176

​

​

—

Reverse stock split expense

​

170

​

​

—

​

​

—

Interest rate swap mark-to-market at unconsolidated joint venture

​

49

​

​

—

​

​

—

Loss on extinguishment of debt

​

—

​

​

—

​

​

868

Transaction expense

​

—

​

​

155

​

​

44

Adjusted EBITDAre

$

102,171

​

$

97,855

​

$

101,408

(1)

Includes joint venture interest, depreciation and amortization, and gain on sale of investment properties, if applicable, included in joint venture net income or loss.

​

NOI and Cash NOI

The Company considers net operating income (“NOI”) to be an appropriate supplemental measure to net income because it helps both investors and management understand the core operations of our properties. We define NOI as total net (loss) income, plus depreciation and amortization expenses, general and administrative expenses, transaction expenses, impairments, gain/loss on sale of real estate, interest expense, and other non-operating items. Cash NOI is a key performance indicator. Management considers this to be a supplemental measure that allows investors, analysts and Company management to measure unlevered property-level cash operating results. The Company defines Cash NOI as NOI excluding non-cash items such as above and below market lease intangibles and straight-line rent. Cash NOI is historical and not necessarily indicative of future results.

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Table of Contents

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

2025

  ​ ​ ​

2024

​

2023

​

(unaudited and in thousands)

Net (loss) income

$

(6,883)

​

$

6,692

​

$

21,734

General and administrative

19,998

​

21,123

​

​

16,853

Depreciation and amortization expense

​

59,042

​

​

55,359

​

​

58,135

Interest expense

​

31,754

​

​

28,689

​

​

30,893

Transaction expense

​

—

​

​

155

​

​

44

Gain on sale of investment properties

​

(1,487)

​

​

(4,205)

​

​

(15,560)

Impairment of investment properties

​

13,014

​

​

1,696

​

​

—

Proportionate share of unconsolidated joint venture adjustments

​

472

​

​

30

​

​

—

NOI

$

115,910

​

$

109,539

​

$

112,099

Amortization of above market leases, net

​

648

​

​

1,171

​

​

1,052

Straight line deferred rental revenue

(1,120)

​

(2,091)

​

​

(2,636)

Proportionate share of unconsolidated joint venture adjustments

​

(12)

​

​

—

​

​

—

Cash NOI

$

115,426

​

$

108,619

​

$

110,515

​

​

​

​

Liquidity and Capital Resources

General

Our short-term (up to 12 months) liquidity requirements include:

●Interest expense and scheduled principal payments on outstanding indebtedness;

●General and administrative expenses;

●Property operating expenses;

●Property acquisitions;

●Distributions on our common and preferred stock and OP Units and LTIP Units;

●Increased capital requirements for our joint ventures;

●Repurchases of our common stock; and

●Capital and tenant improvements and leasing costs.

​

In 2026, we are contractually obligated to pay, or have capital commitments for, approximately (i) $29.5 million of principal and interest payments on our outstanding debt, and (ii) $1.1 million in ground and operating lease expenses. In addition, if we decide to redeem our Series A preferred stock, we would have to pay the liquidation preference of $77.6 million plus accrued dividends, fees and expenses.

Our long-term (beyond 12 months) liquidity requirements consist primarily of funds necessary to pay for acquisitions, capital and tenant improvements at our properties, scheduled debt maturities, general and administrative expenses, operating expenses, common stock repurchases, and distributions. Beyond 2026, we are contractually obligated to pay, or have capital commitments for, approximately (i) $765.9 million of principal and interest payments on our outstanding debt, and (ii) $30.7 million in ground and operating lease expenses.

We expect to satisfy our short and long-term liquidity needs through various internal and external sources, including cash flow from operations, debt financing, sales of additional equity securities, the issuance of OP Units in connection with acquisitions of additional properties, proceeds from select property dispositions and recapitalization transactions.

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Table of Contents

As of December 31, 2025, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $25.7 million. Many of these amounts are subject to contingencies that make it difficult to predict when they will be expended, if at all. In accordance with the terms of the Company’s existing and proposed leases, capital improvement obligations in the next 12 months are expected to total approximately $12.6 million.

Sources of Liquidity

​

Our primary internal sources of liquidity include cash flow from operations and proceeds from select property dispositions and recapitalization transactions. Our primary external sources of liquidity include net proceeds received from equity issuances, including the issuance of OP Units in connection with acquisitions of additional properties, and debt financing, including borrowings under our Credit Facility and secured term loans.

​

ATM Program

​

In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program (the “2024 ATM Program”), pursuant to which we may offer and sell (including through forward sales), from time to time, shares of our common stock. No shares were sold under the 2024 ATM Program during the year ended December 31, 2025.

​

Credit Facility

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On October 8, 2025, the Operating Partnership, as borrower, and certain of its subsidiaries entered into a third amended and restated $900 million unsecured syndicated credit facility with JPMorgan Chase Bank, N.A. as administrative agent (the “Credit Facility”). The Credit Facility consists of (i) $500 million of term loans, which include (a) a $350 million loan that is comprised of three term loans as follows: a $100 million term loan maturing in October 2029 (“Term Loan A-1”); a $100 million term loan maturing in October 2030 (“Term Loan A-2”); and a $150 million term loan maturing in April 2031 (“Term Loan A-3,” collectively the “Term Loan A Tranches”); and (b) a $150 million term loan maturing in February 2028 (“Term Loan B”), and (ii) a $400 million revolver maturing in October 2029 with two, six-month extension options available at the Company’s election (the “Revolver”). The Credit Facility also includes a $500 million accordion feature. Interest rates on amounts outstanding under the Credit Facility equal the term SOFR.

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The Operating Partnership is subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, (vii) a maximum cash investment in joint ventures of 10% of total asset value and (viii) a minimum net worth of $595.6 million plus 75% of all net proceeds raised through equity offerings subsequent to June 30, 2025. As of December 31, 2025, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility.

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As of December 31, 2025, we had 16 interest rate swaps (including forward-starting interest rate swaps) that are used to manage our interest rate risk. Five of our interest rate swaps related to Term Loan A with a combined notional value of $350 million that fix the SOFR component on Term Loan A through April 2026 at 1.36%. Seven of our interest rate swaps are forward-starting swaps that will fix the SOFR component of the Term Loan A Tranches at rates between 3.24% to 3.32% and have maturities in October 2029, October 2030, and April 2031. The remaining four of our interest rate swaps relate to our Term Loan B with a combined notional value of $150 million that fix the SOFR component on Term Loan B through January 2028 at 2.54%.

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During the year ended December 31, 2025, we borrowed $138.3 million under our Credit Facility and repaid $111.7 million, for a net amount borrowed of $26.6 million. As of December 31, 2025, the net outstanding Credit Facility balance was $652.7 million and as of February 20, 2026, we had unutilized borrowing capacity under the Credit Facility of $219.7 million.

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Share Repurchase Program

On August 12, 2025, the Board approved the 2025 Share Repurchase Program under which we may acquire shares of our common stock in the open market , including through block purchases, through privately negotiated transactions or pursuant to any Rule 10b5-1 trading plan, in accordance with applicable securities laws, up to an aggregate purchase price of $50 million. Purchases of common stock under the 2025 Share Repurchase Program may be exercised at our discretion with the timing and number of shares

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repurchased depending on a variety of factors, including prevailing stock prices, general economic and market conditions and other considerations. The 2025 Share Repurchase Program does not have an expiration date but may be suspended or discontinued at any time.

During 2025, we repurchased 175,634 shares of our common stock at an average price of $34.16 per share under the 2025 Share Repurchase Program for an aggregate purchase price of $6.0 million. Therefore, at December 31, 2025, $44 million of the Company’s common stock remained available for repurchase under the 2025 Share Repurchase Program.

Off Balance Sheet Arrangements

We own an interest in an unconsolidated joint venture as described in Note 2 – “Summary of Significant Accounting Policies” in the footnotes to the Consolidated Financial Statements. The joint venture has mortgage debt of $17.6 million, of which our share is $2.2 million. Except in limited circumstances, our risk of loss is limited to our investment in the applicable joint venture. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.

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