10q10k10q10k.net

What changed in ONE LIBERTY PROPERTIES INC's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of ONE LIBERTY PROPERTIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+191 added−232 removedSource: 10-K (2026-03-06) vs 10-K (2025-03-06)

Top changes in ONE LIBERTY PROPERTIES INC's 2025 10-K

191 paragraphs added · 232 removed · 147 edited across 3 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

52 edited+15 added−25 removed46 unchanged
Biggest changeIn evaluating our performance, management is careful to examine GAAP measures such as net income and cash flows from operating, investing and financing activities. 38 Table of Contents The following tables provide a reconciliation of net income and net income per common share (on a diluted basis) in accordance with GAAP to FFO and AFFO for the years indicated (dollars in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2024 2023 GAAP net income attributable to One Liberty Properties, Inc. ​ $ 30,417 ​ $ 29,614 Add: depreciation and amortization of properties ​ ​ 23,495 ​ ​ 24,063 Add: our share of depreciation and amortization of unconsolidated joint ventures ​ ​ 22 ​ ​ 477 Add: impairment loss ​ ​ 1,086 ​ ​ — Add: amortization of deferred leasing costs ​ ​ 796 ​ ​ 726 Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures ​ ​ 12 ​ ​ 18 Add: our share of impairment loss of unconsolidated joint venture property ​ ​ — ​ ​ 850 Add: equity in loss from sale of unconsolidated joint venture property ​ — ​ 108 Deduct: gain on sale of real estate, net ​ (18,007) ​ (17,008) Adjustments for non-controlling interests ​ ​ 206 ​ ​ 148 NAREIT funds from operations applicable to common stock ​ 38,027 ​ 38,996 Deduct: straight-line rent accruals and amortization of lease intangibles ​ ​ (2,745) ​ ​ (2,717) Adjust: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures ​ ​ 19 ​ ​ (19) Deduct: lease termination fee income ​ ​ (250) ​ ​ — Deduct: other income and income on settlement of litigation ​ ​ (110) ​ ​ (112) Deduct: our share of unconsolidated joint venture lease termination fee income ​ ​ — ​ ​ (21) Deduct: additional rent from ground lease tenant ​ ​ — ​ ​ (16) Add: amortization of restricted stock and RSU compensation ​ 4,962 ​ ​ 5,367 Add: amortization and write-off of deferred financing costs ​ 968 ​ ​ 839 Add: amortization of lease incentives ​ ​ 119 ​ ​ 121 Add: amortization of mortgage intangible assets ​ ​ 137 ​ ​ 114 Add: our share of amortization of deferred financing costs of unconsolidated joint venture ​ ​ — ​ ​ 42 Adjustments for non-controlling interests ​ ​ 30 ​ ​ 1 Adjusted funds from operations applicable to common stock ​ $ 41,157 ​ $ 42,595 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2024 2023 GAAP net income attributable to One Liberty Properties, Inc. ​ $ 1.40 ​ $ 1.38 Add: depreciation and amortization of properties ​ ​ 1.10 ​ ​ 1.13 Add: our share of depreciation and amortization of unconsolidated joint ventures ​ ​ — ​ ​ .02 Add: impairment loss ​ ​ .05 ​ ​ — Add: amortization of deferred leasing costs ​ ​ .04 ​ ​ .03 Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures ​ ​ — ​ ​ — Add: our share of impairment loss of unconsolidated joint venture property ​ ​ — ​ ​ .04 Add: equity in loss from sale of unconsolidated joint venture property ​ ​ — ​ ​ .01 Deduct: gain on sale of real estate, net ​ ​ (.84) ​ ​ (.80) Adjustments for non-controlling interests ​ ​ .02 ​ ​ .01 NAREIT funds from operations per share of common stock (1) ​ 1.77 ​ 1.82 Deduct: straight-line rent accruals and amortization of lease intangibles ​ ​ (.13) ​ ​ (.13) Adjust: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures ​ ​ — ​ ​ — Deduct: lease termination fee income ​ ​ (.01) ​ ​ — Deduct: other income and income on settlement of litigation ​ ​ (.01) ​ ​ (.01) Deduct: our share of unconsolidated joint venture lease termination fee income ​ ​ — ​ ​ — Deduct: additional rent from ground lease tenant ​ ​ — ​ ​ — Add: amortization of restricted stock and RSU compensation ​ ​ .23 ​ ​ .25 Add: amortization and write-off of deferred financing costs ​ ​ .04 ​ ​ .04 Add: amortization of lease incentives ​ ​ .01 ​ ​ .01 Add: amortization of mortgage intangible assets ​ ​ .01 ​ ​ .01 Add: our share of amortization of deferred financing costs of unconsolidated joint venture ​ ​ — ​ ​ — Adjustments for non-controlling interests ​ ​ — ​ ​ — Adjusted funds from operations per share of common stock (1) ​ $ 1.91 ​ $ 1.99 (1) The weighted average number of diluted common shares used to compute FFO and AFFO applicable to common stock includes unvested restricted shares that are excluded from the computation of diluted EPS. ​ ​ 39 Table of Contents The $969,000, or 2.5%, decrease in FFO is due primarily to: ● a $1.5 million increase in real estate operating expenses, ● a $683,000 increase in interest expense, ● a $ 333,000 decrease in rental income, net, and ● a $264,000 decrease in equity in earnings from our unconsolidated joint ventures due to the inclusion and exclusion, in 2023, of rent income and depreciation expense, respectively, from the Manahawkin Property which was sold in December 2023.
Biggest changeIn evaluating our performance, management is careful to examine GAAP measures such as net income and cash flows from operating, investing and financing activities. 33 Table of Contents The following tables provide a reconciliation of net income and net income per common share (on a diluted basis) in accordance with GAAP to FFO and AFFO for the years indicated (dollars in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, ​ 2025 ​ ​ ​ 2024 GAAP net income attributable to One Liberty Properties, Inc. ​ $ 25,474 ​ $ 30,417 Add: depreciation and amortization of properties ​ ​ 26,354 ​ ​ 23,495 Add: our share of depreciation and amortization of unconsolidated joint ventures ​ ​ 18 ​ ​ 22 Add: impairment losses ​ ​ 4,593 ​ ​ 1,086 Add: amortization of deferred leasing costs ​ ​ 842 ​ ​ 796 Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures ​ ​ 3 ​ ​ 12 Deduct: gain on sale of real estate, net ​ (18,689) ​ (18,007) Deduct: equity in earnings from sale of unconsolidated joint venture properties ​ (991) ​ — Adjustments for non-controlling interests ​ ​ 1,567 ​ ​ 206 NAREIT funds from operations applicable to common stock ​ 39,171 ​ 38,027 Deduct: straight-line rent accruals and amortization of lease intangibles ​ ​ (2,675) ​ ​ (2,745) Adjust: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures ​ ​ (32) ​ ​ 19 Deduct: other income and income on settlement of litigation ​ ​ (1,410) ​ ​ (110) Deduct: lease termination fees ​ ​ (66) ​ ​ (250) Add: amortization of restricted stock and RSU compensation ​ 5,333 ​ ​ 4,962 Add: amortization and write-off of deferred financing costs ​ 1,005 ​ ​ 968 Add: amortization of lease incentives ​ ​ 107 ​ ​ 119 Add: amortization of mortgage intangible assets ​ ​ 137 ​ ​ 137 Adjustments for non-controlling interests ​ ​ (14) ​ ​ 30 Adjusted funds from operations applicable to common stock ​ $ 41,556 ​ $ 41,157 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 GAAP net income attributable to One Liberty Properties, Inc. ​ $ 1.15 ​ $ 1.40 Add: depreciation and amortization of properties ​ ​ 1.23 ​ ​ 1.10 Add: our share of depreciation and amortization of unconsolidated joint ventures ​ ​ — ​ ​ — Add: impairment losses ​ ​ .21 ​ ​ .05 Add: amortization of deferred leasing costs ​ ​ .04 ​ ​ .04 Add: our share of amortization of deferred leasing costs of unconsolidated joint ventures ​ ​ — ​ ​ — Deduct: gain on sale of real estate, net ​ ​ (.86) ​ ​ (.84) Deduct: equity in earnings from sale of unconsolidated joint venture properties ​ ​ (.05) ​ ​ — Adjustments for non-controlling interests ​ ​ .08 ​ ​ .02 NAREIT funds from operations per share of common stock (a) ​ 1.80 ​ 1.77 Deduct: straight-line rent accruals and amortization of lease intangibles ​ ​ (.13) ​ ​ (.13) Adjust: our share of straight-line rent accruals and amortization of lease intangibles of unconsolidated joint ventures ​ ​ — ​ ​ — Deduct: lease termination fees ​ ​ — ​ ​ (.01) Deduct: other income and income on settlement of litigation ​ ​ (.06) ​ ​ (.01) Add: amortization of restricted stock and RSU compensation ​ ​ .24 ​ ​ .23 Add: amortization and write-off of deferred financing costs ​ ​ .05 ​ ​ .04 Add: amortization of lease incentives ​ ​ — ​ ​ .01 Add: amortization of mortgage intangible assets ​ ​ .01 ​ ​ .01 Adjustments for non-controlling interests ​ ​ — ​ ​ — Adjusted funds from operations per share of common stock (a) ​ $ 1.91 ​ $ 1.91 (a) The weighted average number of diluted common shares used to compute FFO and AFFO applicable to common stock includes unvested restricted shares that are excluded from the computation of diluted EPS. ​ ​ 34 Table of Contents The $1.1 million, or 3.0%, net increase in FFO is due primarily to: ● $6.8 million increase in rental income, net, and ● $1.3 million proceeds from a litigation settlement.
It will continue to be our policy to make sufficient distributions to stockholders in order for us to maintain our REIT status under the Internal Revenue Code. ​ Our board of directors will continue to evaluate, on a quarterly basis, the amount and nature ( i.e., cash, stock or a combination of the foregoing) of dividend payments based on its assessment of, among other things, our short and long-term cash and liquidity requirements, prospects, debt maturities, maintenance of our REIT status, projections of our REIT taxable income, net income, funds from operations and adjusted funds from operations. 43 Table of Contents Critical Accounting Estimates ​ Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP.
It will continue to be our policy to make sufficient distributions to stockholders in order for us to maintain our REIT status under the Internal Revenue Code. ​ Our board of directors will continue to evaluate, on a quarterly basis, the amount and nature ( i.e., cash, stock or a combination of the foregoing) of dividend payments based on its assessment of, among other things, our short and long-term cash and liquidity requirements, prospects, debt maturities, maintenance of our REIT status, projections of our REIT taxable income, net income, funds from operations and adjusted funds from operations. 38 Table of Contents Critical Accounting Estimates ​ Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP.
The allocation made by us may have a positive or negative effect on net income and may have an effect on the assets and liabilities on the balance sheet. ​ 44 Table of Contents Carrying Value of Real Estate Portfolio ​ We review our real estate portfolio on a quarterly basis to ascertain if there are any indicators of impairment to the value of any of our real estate assets, including deferred costs and intangibles, to determine if there is any need for an impairment charge.
The allocation made by us may have a positive or negative effect on net income and may have an effect on the assets and liabilities on the balance sheet. ​ 39 Table of Contents Carrying Value of Real Estate Portfolio ​ We review our real estate portfolio on a quarterly basis to ascertain if there are any indicators of impairment to the value of any of our real estate assets, including deferred costs and intangibles, to determine if there is any need for an impairment charge.
In reviewing the portfolio, we examine the type of asset, the current financial statements or other available financial information of the tenant, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved and the timeliness of the payments made by the tenant under its lease, as well as any current correspondence that may have been had with the tenant, including property inspection reports.
In reviewing the portfolio, we examine, among other things, the type of asset, the current financial statements or other available financial information of the tenant, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved and the timeliness of the payments made by the tenant under its lease, as well as any current correspondence that may have been had with the tenant, including property inspection reports.
Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under our credit facility. 42 Table of Contents Inflation ​ We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows from operations.
Net proceeds received from the sale, financing or refinancing of properties are generally required to be used to repay amounts outstanding under our credit facility. 37 Table of Contents Inflation ​ We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows from operations.
The applicable margin ranges from 175 basis points if our ratio of total debt to total value (as calculated pursuant to the facility) is equal to or less than 50%, increasing to a maximum of 275 basis points if such ratio is greater than 60%. The applicable margin was 175 basis points for each of 2024 and 2023.
The applicable margin ranges from 175 basis points if our ratio of total debt to total value (as calculated pursuant to the facility) is equal to or less than 50%, increasing to a maximum of 275 basis points if such ratio is greater than 60%. The applicable margin was 175 basis points for each of 2025 and 2024.
Based on that review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as designed and implemented as of December 31, 2024, were effective. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Based on that review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as designed and implemented as of December 31, 2025, were effective. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).
If there were a decrease of 100 basis points in forward interest rates, the fair market value of the interest rate swaps and the net unrealized gain on derivative instruments would have decreased by $86,000.
If there were a decrease of 100 basis points in forward interest rates, the fair market value of the interest rate swaps and the net unrealized gain on derivative instruments would have decreased by $7,000.
Accordingly, our management must determine, in its judgment, that the unbilled rent receivable applicable to each specific tenant is collectable. We review unbilled rent receivables on a quarterly basis and take into consideration the tenant’s payment history and the financial condition of the tenant.
Accordingly, our management must determine, in its judgment, that the unbilled rent receivable applicable to each specific tenant is collectable. We review unbilled rent receivables on a quarterly basis and take into consideration, among other things, the tenant’s payment history and the financial condition of the tenant.
Risk Factors ”, and “— Challenges and Uncertainties as a Result of the Volatile Economic Environment ”, we, among other things, face additional challenges and uncertainties, including the possibility we will not be able to: lease our properties on terms favorable to us or at all; collect amounts owed to us by our tenants; renew or re-let, on acceptable terms, leases that are expiring or otherwise terminating; acquire or dispose of properties on acceptable terms; or grow, through acquisitions or otherwise, our property portfolio so as to generate additional rental and net income.
Risk Factors ”, we, among other things, face additional challenges and uncertainties, including the possibility we will not be able to: lease our properties on terms favorable to us or at all; collect amounts owed to us by our tenants; renew or re-let, on acceptable terms, leases that are expiring or otherwise terminating; acquire or dispose of properties on acceptable terms; or grow, through acquisitions or otherwise, our property portfolio so as to generate additional rental and net income.
Based on its assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.
Based on its assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria.
We intend to repay the amounts not refinanced or extended from our existing funds and sources of funds, including our available cash, proceeds from the sale of our common stock and our credit facility (to the extent available). ​ We continually seek to refinance existing mortgage loans on terms we deem acceptable to generate additional liquidity.
We intend to repay the amounts not refinanced or extended from our existing funds and sources of funds, including our available cash, proceeds from one or more property sales, the sale of our common stock and our credit facility (to the extent available). ​ We continually seek to refinance existing mortgage loans on terms we deem acceptable to generate additional liquidity.
As of December 31, 2024, if there had been an increase of 100 basis points in forward interest rates, the fair market value of the interest rate swaps and the net unrealized gain on derivative instruments would have increased by $85,000.
As of December 31, 2025, if there had been an increase of 100 basis points in forward interest rates, the fair market value of the interest rate swaps and the net unrealized gain on derivative instruments would have increased by $7,000.
This information appears in Item 15(a) of this Annual Report on Form 10-K and is incorporated into this Item 8 by reference thereto. ​ ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable. ​ 46 Table of Contents Item 9A. Controls and Procedures.
Financial Statements and Supplementary Data. This information appears in Item 15(a) of this Annual Report on Form 10-K and is incorporated into this Item 8 by reference thereto. ​ ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable. ​ 41 Table of Contents Item 9A. Controls and Procedures.
Changes in Internal Controls over Financial Reporting There have been no changes in our internal controls over financial reporting, as defined in in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, that occurred during the three months ended December 31, 2024 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. ​
Changes in Internal Controls over Financial Reporting There have been no changes in our internal controls over financial reporting, as defined in in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, that occurred during the three months ended December 31, 2025 that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. ​ 42 Table of Contents
We anticipate that principal balances due at maturity through 2027 of $79.4 million will be paid primarily from cash and cash equivalents and mortgage financings and refinancings.
We anticipate that principal balances due at maturity through 2028 of $86.4 million will be paid primarily from cash and cash equivalents and mortgage financings and refinancings.
However, these rent escalation provisions may not adequately offset the effects of inflation. ​ Inflation may also affect the overall cost of our unhedged debt ( i.e. , primarily debt incurred pursuant to our credit facility) and affects the mortgage debt we may incur in the future.
However, these rent escalation or reimbursement provisions may not adequately offset the effects of inflation. ​ Inflation will also affect the overall cost of our floating rate debt ( i.e. , primarily debt incurred pursuant to our credit facility) and affects the mortgage debt we may incur in the future.
(The interest rate risk associated with substantially all of our current mortgage debt is either mitigated through long-term fixed interest rate loans and interest rate hedges).
(The interest rate risk associated with substantially all of our current mortgage debt is generally mitigated through long-term fixed interest rate loans).
As of February 28, 2025, the rate on the facility was 6.06%. ​ The terms of our credit facility include certain restrictions and covenants which may limit, among other things, the incurrence of liens, and which require compliance with financial ratios relating to, among other things, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain investment limitations and the minimum value of unencumbered properties and the number of such properties.
For 2025, the weighted average interest rate on the facility was approximately 6.07% and as of February 27, 2026, the rate on the facility was 5.42%. ​ The terms of our credit facility include certain restrictions and covenants which may limit, among other things, the incurrence of liens, and which require compliance with financial ratios relating to, among other things, the minimum amount of tangible net worth, the minimum amount of debt service coverage, the minimum amount of fixed charge coverage, the maximum amount of debt to value, the minimum level of net income, certain investment limitations and the minimum value of unencumbered properties and the number of such properties.
(2) The 2024 column represents rental income from properties sold during the year ended December 31, 2024; the 2023 column represents rental income from properties sold since January 1, 2023.
(b) The 2025 column represents rental income from properties sold during the year ended December 31, 2025; the 2024 column represents rental income from properties sold since January 1, 2024.
We do not enter into interest rate swaps for trading purposes. At December 31, 2024, we had no liability in the event of the early termination of our swaps. ​ At December 31, 2024, we had eight interest rate swap agreements outstanding with an aggregate $13.9 million notional amount.
We do not enter into interest rate swaps for trading purposes. At December 31, 2025, we had no liability in the event of the early termination of our swaps. ​ At December 31, 2025, we had two interest rate swap agreements outstanding with an aggregate $1.6 million notional amount.
As of December 31, 2024, we had $425.0 million of mortgage debt outstanding, all of which is non-recourse (subject to standard carve-outs). We expect that mortgage interest and amortization payments (excluding repayments of principal at maturity) of approximately $83.8 million due through 2027 will be paid primarily from cash generated from our operations.
As of December 31, 2025, we had $522.5 million of mortgage debt outstanding, all of which is non-recourse (subject to standard carve-outs). We expect that mortgage interest and amortization payments (excluding repayments of principal at maturity) of approximately $100.6 million due through 2028 will be paid primarily from cash generated from our operations.
See “—Comparison of Years Ended December 31, 2024 and 2023 ” for further information regarding these changes. ​ ​ The $1.4 million, or 3.4%, decrease in AFFO is due primarily to the factors impacting FFO as described immediately above, other than the (i) decrease in general and administrative expenses and (ii) lease termination fee income. ​ See “—Comparison of Years Ended December 31, 2024 and 2023 ” for further information regarding these changes. ​ Comparison of Years Ended December 31, 2023 and 2022 As we qualify as a smaller reporting company, this comparison is omitted in accordance with Instruction 1 to Item 303(a) of Regulation S-K. 40 Table of Contents Liquidity and Capital Resources ​ Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our credit facility, refinancing existing mortgage loans, obtaining mortgage loans secured by our unencumbered properties, issuance of our equity securities and property sales.
See “—Comparison of Years Ended December 31, 2025 and 2024 ” for further information regarding these changes. ​ ​ The $399,000, or 1.0%, net increase in AFFO is primarily due to the factors impacting FFO as described immediately above, including a $371,000 decrease (to $508,000) in general and administrative expenses due to the exclusion of the amortization of restricted stock and RSU compensation and excluding the (i) $1.3 million proceeds from a litigation settlement and (ii) $184,000 decrease in lease termination fee income. ​ See “—Comparison of Years Ended December 31, 2025 and 2024 ” for further information regarding these changes. ​ Comparison of Years Ended December 31, 2024 and 2023 As we qualify as a smaller reporting company, this comparison is omitted in accordance with Instruction 1 to Item 303(a) of Regulation S-K. 35 Table of Contents Liquidity and Capital Resources ​ Our sources of liquidity and capital include cash flow from operations, cash and cash equivalents, borrowings under our credit facility, refinancing existing mortgage loans, obtaining mortgage loans secured by our unencumbered properties, issuance of our equity securities and property sales.
Other than with respect to our continuing focus on acquiring industrial properties, we generally seek to manage the risk of our real property portfolio and the related financing arrangements by (i) diversifying among locations, tenants, scheduled lease expirations, mortgage maturities and lenders, and (ii) minimizing our exposure to interest rate fluctuations.
If we are unable to address these challenges successfully, we may be unable to sustain our current level of dividend payments. ​ Other than with respect to our continuing focus on acquiring industrial properties, we generally seek to manage the risk of our real property portfolio and the related financing arrangements by (i) diversifying among locations, tenants, scheduled lease expirations, mortgage maturities and lenders, and (ii) minimizing our exposure to interest rate fluctuations.
(2) Assumes that approximately $3,740 will be payable annually during the next five years pursuant to the compensation and services agreement.
(b) Assumes that approximately $4,170 will be payable annually during the next five years pursuant to the compensation and services agreement.
Our credit facility matures on December 31, 2026 and bears interest equal to 30-day SOFR plus the applicable margin. The applicable margin varies based on the ratio of total debt to total value. See “ Item 7.
Our credit facility matures on December 31, 2026 and bears interest equal to 30-day SOFR plus the applicable margin. The applicable margin varies based on the ratio of total debt to total value. See “ Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources—Credit Facility .” ​ ​ Item 8.
Our available liquidity at February 28, 2025 was approximately $110.1 million, including approximately $10.1 million of cash and cash equivalents (including the credit facility’s required $3.0 million average deposit maintenance balance) and, subject to borrowing base requirements, up to $100.0 million available under our credit facility.
Our available liquidity at February 27, 2026 was approximately $78.5 million, including approximately $8.5 million of cash and cash equivalents (including the credit facility’s required $3.0 million average deposit maintenance balance) and, subject to borrowing base requirements, up to $70.0 million available under our credit facility.
See “ — Liquidity and Capital Resources”. The facility matures December 31, 2026 and bears interest equal to 30-day SOFR plus the applicable margin.
See “ — Liquidity and Capital Resources”. The facility matures December 31, 2026 and we anticipate that it will be renewed prior thereto. The facility bears interest equal to 30-day SOFR plus the applicable margin.
The decrease is due primarily to: ​ - the inclusion, in 2023, of $ 1.2 million of such expense from the properties sold since January 1, 2023, and ​ - a decrease, in 2024, of $ 1.2 million related to tenant origination costs at several same store properties that prior to December 31, 2024 were fully amortized. ​ The decrease was offset by: ​ - $ 1.2 million of such expense from four properties acquired in 2024 and 2023 (including $ 470 ,000 from the property acquired in 2023), ​ - $ 539 ,000 of depreciation from improvements at several same store properties, and ​ - $ 142 ,000 of leasing commissions at several same store properties. ​ Real estate expenses. ​ The increase is primarily due to: ​ - an aggregate increase of $ 671 ,000 relating to real estate tax expense for several same store properties, none of which was individually significant, ​ - $ 581 ,000 from properties acquired in 2024 and 2023 (including $ 426 ,000 from the property acquired in 2023), and ​ - aggregate increases of $ 410 ,000 of other real estate expenses ( i.e., insurance and common area maintenance) for several same store properties, none of which was individually significant. ​ The increase was offset primarily by a $ 202 ,000 decrease related to properties sold in 2023 and 2024. ​ A substantial portion of real estate expenses are rebilled to tenants and are included in Rental income, net, on the consolidated statements of income. ​ General and administrative.
The increase is due primarily to: ​ - $ 4.7 million of such expense from the properties acquired in 2025 and 2024 (including $ 970 ,000 from the three properties acquired in 2024), and ​ - $ 415 ,000 of depreciation from improvements at several same store properties. ​ The increase was offset by: ​ - the inclusion, in 2024, of $ 1.3 million of such expense from the properties sold since January 1, 2024, and ​ - a decrease, in 2025, of $ 959,000 related to tenant origination costs at several same store properties that prior to December 31, 2025 were fully amortized. ​ Real estate expenses. ​ The increase is primarily due to: ​ - $ 2.0 million from properties acquired in 2025 and 2024 (including $ 529 ,000 from the properties acquired in 2024), and ​ - aggregate increases of $ 1.0 million of real estate expenses ( i.e., real estate taxes, insurance and common area maintenance expenses) for several same store properties, none of which was individually significant. ​ The increase was offset primarily by a $ 1.1 million decrease related to properties sold in 2024 and 2025. ​ A substantial portion of real estate expenses ( i.e., $16.6 million and $14.8 million in 2025 and 2024, respectively) are rebilled to tenants and are included in Rental income, net, on the consolidated statements of income. ​ General and administrative.
Excludes (i) approximately $3,500 of capital expenditures to be incurred in the ordinary course of business in connection with tenant improvements, (ii) amounts required to acquire properties, (iii) the potential funding in 2025 for capital expenditures and operating cash flow shortfalls at The Vue, which amount, if any, has not been definitively determined and (iv) subject to Board approval, $193,000 of dividend payments anticipated to be paid through December 31, 2029 (assuming no changes in the number of shares common stock outstanding and the dividend rate from December 31, 2024).
Excludes (i) approximately $2,700 of capital expenditures to be incurred in the ordinary course of business in connection with tenant improvements, (ii) amounts required to acquire properties, (iii) subject to Board approval, $195,000 of dividend payments anticipated to be paid through December 31, 2030 (assuming no changes in the number of shares of common stock outstanding and the dividend rate from December 31, 2025).
In 2024, we obtained approximately (i) $38.2 million of net proceeds from property sales (after giving effect to $19.9 million of mortgage debt repayments) and (ii) $45.0 million of proceeds from mortgage financings (after giving effect to $33.1 million of refinanced amounts).
In 2025, we obtained approximately (i) $61.3 million of net proceeds from property sales (after giving effect to $7.5 million of mortgage debt repayments) and (ii) $129.0 million of proceeds from mortgage financings (after giving effect to $3.8 million of refinanced amounts).
As a result, as of December 31, 2024: ● our 2025 contractual rental income is derived from the following property types: 72.4% from industrial, 21.1% from retail, 1.6% from theaters, 1.4% from health and fitness, 0.7% from restaurant, and 2.8% from other properties, ​ ● there are five states with properties that account for 5% or more of 2025 contractual rental income, and one state that accounts for more than 10.0% of 2025 contractual rental income ( i.e., South Carolina at 11.7%), ​ ● there is one tenant at five properties that accounts for more than 5% of 2025 contractual rental income ( i.e ., FedEx at 5.2%), ​ ● through 2034, there are five years in which the percentage of our 2025 contractual rental income represented by expiring leases equals or exceeds 10% ( i.e ., 19.8% in 2027, 16.2% in 2028, 12.9% in 2029, 10.6% in 2030 and 10.6% in 2033) — approximately 3.0% of our 2025 contractual rental income is represented by leases expiring in 2035 and thereafter, ​ ● after giving effect to interest rate swap agreements, substantially all of our mortgage debt bears interest at fixed rates, ​ ● in 2025, 2026 and 2027, 7.9%, 6.9% and 11.4%, respectively, of our total scheduled principal mortgage payments ( i.e., amortization and balances due at maturity) is due, and 31 Table of Contents ​ ● there are two different counterparties to our portfolio of interest rate swaps: one counterparty, rated A2 or better by a national rating agency ( i.e ., Moody’s Long-Term Debt Ratings), accounts for 82.3%, or $11.5 million, of the notional value of our swaps; and one counterparty, rated A - by another rating provider ( i.e., Kroll), accounts for 17.7%, or $2.4 million, of the notional value of such swaps. ​ We monitor the risk of tenant non-payments through a variety of approaches tailored to the applicable situation.
As a result, as of December 31, 2025: ​ ● our 2026 base rent is derived from the following property types: 80.9% from industrial, 14.6% from retail and 4.5% from other properties, ● there are two states with properties that account for more than 10% of 2026 base rent ( i.e., South Carolina at 12.8% and Pennsylvania at 10.8%) and six states with properties that account for 5% or more of 2026 base rent, ● there is one tenant at five properties that accounts for 5% of 2026 base rent ( i.e ., FedEx at 5%), ● the weighted average remaining term on our leases is 4.4 years, ● the percentage of our 2026 base rent represented by expiring leases equals or exceeds 10% for each of 2027 through 2031 ( i.e ., 18.3% in 2027, 16.0% in 2028, 14.3% in 2029, 15.2% in 2030 and 11.1% in 2031), ● the weighted average remaining term to maturity of our mortgage debt is 5.8 years and the weighted average interest rate thereon is 4.88%, ● substantially all of our mortgage debt bears interest at fixed rates, and ● in 2026, 2027 and 2028, 5.5%, 9.3% and 7.6%, respectively, of our total scheduled principal mortgage payments ( i.e., amortization and balances due at maturity) is due. ​ We monitor the risk of tenant non-payments through a variety of approaches tailored to the applicable situation.
The following table compares interest expense for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) 2024 2023 (Decrease) % Change Interest expense: ​ ​ ​ ​ Mortgage interest ​ $ 19,209 ​ $ 17,514 ​ $ 1,695 9.7 Credit line interest ​ ​ 254 ​ ​ 1,266 ​ ​ (1,012) (79.9) Total ​ $ 19,463 ​ $ 18,780 ​ $ 683 3.6 ​ Mortgage interest ​ The following table reflects the weighted average interest rate on the weighted average principal amount of outstanding mortgage debt during the applicable year: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) 2024 2023 (Decrease) % Change Weighted average principal amount ​ $ 426,916 ​ $ 416,517 ​ $ 10,399 2.5 Weighted average interest rate ​ ​ 4.47 % ​ 4.18 % ​ 0.29 % 6.9 ​ The increase in 2024 is due primarily to the increase in the weighted average interest rate on the principal amount of mortgage debt outstanding.
The following table compares interest expense for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ (Decrease) ​ ​ ​ % Change Interest expense: ​ ​ ​ ​ ​ ​ ​ ​ Mortgage interest ​ $ 22,345 ​ $ 19,209 ​ $ 3,136 16.3 Credit line interest ​ ​ 453 ​ ​ 254 ​ ​ 199 78.3 Total ​ $ 22,798 ​ $ 19,463 ​ $ 3,335 17.1 ​ Mortgage interest ​ The following table reflects the weighted average interest rate on the weighted average principal amount of outstanding mortgage debt during the applicable year: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ (Decrease) ​ ​ ​ % Change Weighted average principal amount ​ $ 466,825 ​ $ 426,916 ​ $ 39,909 9.3 Weighted average interest rate ​ ​ 4.75 % ​ 4.47 % ​ 0.28 % 6.3 ​ The increase in 2025 is due primarily to the increases in the weighted average principal amount of mortgage debt outstanding and weighted average interest rate.
The change in 2024 is due to an increase of $778,000 in interest income primarily from investments in short-term U.S. treasury bills. ​ Interest expense.
The change in 2025 is due to a decrease of $478,000 in interest income primarily from the decrease in amounts available for investment in short-term U.S. treasury bills. ​ Interest expense.
These changes would not have any impact on our net income or cash. ​ The fair market value of our long-term debt is estimated based on discounting future cash flows at interest rates that our management believes reflect the risks associated with long-term debt of similar risk and duration. ​ The following table sets forth our debt obligations by scheduled principal cash flow payments and maturity date, weighted average interest rates and estimated fair market value at December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Market (Dollars in thousands) ​ 2025 ​ 2026 ​ 2027 ​ 2028 ​ 2029 ​ Thereafter ​ Total ​ Value Fixed rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ Long‑term debt ​ $ 33,542 ​ $ 29,499 ​ $ 48,524 ​ $ 39,511 ​ $ 86,670 ​ $ 187,232 ​ $ 424,978 ​ $ 398,934 ​ Weighted average interest rate ​ 4.22 % 4.07 % 3.80 % 4.60 % 4.41 % 4.95 % 4.56 % 6.28 % Variable rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long‑term debt (1)(2) ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ (1) As of December 31, 2024, there was no balance outstanding on our credit facility.
These changes would not have any impact on our net income or cash. ​ The fair market value of our long-term debt is estimated based on discounting future cash flows at interest rates that our management believes reflect the risks associated with long-term debt of similar risk and duration. ​ The following table sets forth our debt obligations by scheduled principal cash flow payments and maturity date, weighted average interest rates and estimated fair market value at December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Market (Dollars in thousands) ​ 2026 ​ 2027 ​ 2028 ​ 2029 ​ 2030 ​ Thereafter ​ Total ​ Value Fixed rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long‑term debt (a) ​ $ 28,875 ​ $ 48,676 ​ $ 39,671 ​ $ 86,839 ​ $ 77,898 ​ $ 240,542 ​ $ 522,501 ​ $ 517,660 ​ Weighted average interest rate ​ 4.09 % 3.81 % 4.61 % 4.42 % 5.37 % 5.26 % 4.88 % 5.44 % Variable rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Long‑term debt (b) ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ (a) Includes $2,091 of mortgage debt on which the current interest rate of 3.95% resets in February 2026 and $4,992 of mortgage debt on which the current interest rate of 3.85% resets in June 2029. ​ (b) As of December 31, 2025 and February 27, 2026, there was $0 and $30,000, respectively, outstanding on our credit facility.
During the three years ending December 31, 2027, 57 leases for 49 tenants at 36 properties representing $22.0 million, or 30.5%, of 2025 contractual rental income expire. ​ In acquiring properties, we balance an evaluation of the terms of the leases and the credit of the existing tenants with a fundamental analysis of the real estate to be acquired, which analysis takes into account, among other things, the estimated value of the property, local demographics and the ability to re-rent or dispose of the property on favorable terms upon lease expiration or early termination. ​ At December 31, 2024, we have unhedged variable rate mortgage debt in the principal amount of $7.3 million which bears a weighted average interest rate of 3.88%.
During the three years ending December 31, 2028, 70 leases for 64 tenants at 47 properties representing $30.9 million, or 37.4%, of 2026 base rent expire. ​ In acquiring properties, we balance an evaluation of the terms of the leases and the credit of the existing tenants with a fundamental analysis of the real estate to be acquired, which analysis takes into account, among 27 Table of Contents other things, the estimated value of the property, local demographics and the ability to re-rent or dispose of the property on favorable terms upon lease expiration or early termination. ​ 2025 Activities ​ In 2025, we: ​ ● acquired 13 industrial properties for an aggregate purchase price of $188.8 million, including $112.3 million in mortgage debt.
Liquidity and Financing ​ We expect to meet our short-term ( i.e., one year or less) and long-term (i) operating cash requirements (including debt service and anticipated dividend payments) principally from cash flow from operations, our available cash and cash equivalents, proceeds from and, to the extent permitted and needed, our credit facility and (ii) investing and financing cash requirements (including an estimated aggregate of $3.5 million of capital expenditures) from the foregoing, as well as property financings, property sales and sales of our common stock. ​ The following table sets forth, as of December 31, 2024, information with respect to our mortgage debt that is payable from January 2025 through December 31, 2027: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) 2025 2026 2027 Total Amortization payments ​ $ 11,084 ​ ​ $ 11,038 ​ $ 9,999 ​ $ 32,121 Principal due at maturity ​ 22,458 (1) ​ 18,461 ​ 38,525 ​ 79,444 Total ​ $ 33,542 ​ ​ $ 29,499 ​ $ 48,524 ​ $ 111,565 (1) Of such sum, $18,737 matures during the six months ending June 30, 2025.
Liquidity and Financing ​ We expect to meet our short-term ( i.e., one year or less) and long-term (i) operating cash requirements (including debt service and anticipated dividend payments) principally from cash flow from operations, our available cash and cash equivalents, proceeds from and, to the extent permitted and needed, our credit facility and (ii) investing and financing cash requirements (including an estimated aggregate of $2.7 million of capital expenditures) from the foregoing, as well as property financings, property sales and sales of our common stock. ​ The following table sets forth, as of December 31, 2025, information with respect to our mortgage debt that is payable from January 2026 through December 31, 2028: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ Total Amortization payments ​ ​ $ 11,108 ​ $ 10,151 ​ $ 9,516 ​ $ 30,775 Principal due at maturity ​ ​ 17,767 ​ 38,525 ​ 30,155 ​ 86,447 Total ​ ​ $ 28,875 ​ $ 48,676 ​ $ 39,671 ​ $ 117,222 ​ We intend to make debt amortization payments from operating cash flow and, though no assurance can be given that we will be successful in this regard, generally intend to refinance, extend or payoff the mortgage loans which mature in 2026 through 2028.
The interest expense of $254,000 for 2024 constitutes the unused facility fee. ​ The weighted average interest rate was 6.69% for 2023 and the weighted average principal amount outstanding was $15.7 million ​ 37 Table of Contents Funds from Operations and Adjusted Funds from Operations We compute funds from operations, or FFO, in accordance with the “White Paper on Funds From Operations” issued by the National Association of Real Estate Investment Trusts (“NAREIT”) and NAREIT’s related guidance.
Funds from Operations and Adjusted Funds from Operations We compute funds from operations, or FFO, in accordance with the “White Paper on Funds From Operations” issued by the National Association of Real Estate Investment Trusts (“NAREIT”) and NAREIT’s related guidance.
Offsetting the decrease is: ● a $952,000 increase in other income, ● a $434,000 decrease in general and administrative expenses, ● a $283,000 decrease in state tax expense, and ● $250,000 of lease termination fee income.
Offsetting the increase is a: ● $3.3 million increase in interest expense, ● $2.0 million increase in real estate operating expenses, ● $879,000 increase in general and administrative expenses, ● $577,000 decrease in other income, and ● $184,000 decrease in lease termination fee income.
Other Income and Expenses The following table compares other income and expenses for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) 2024 2023 (Decrease) % Change Other income and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in earnings (loss) of unconsolidated joint ventures ​ $ 143 ​ $ (904) ​ $ 1,047 (115.8) Equity in loss from sale of unconsolidated joint venture property ​ — ​ (108) ​ 108 (100.0) Other income ​ 1,186 ​ 234 ​ 952 406.8 Interest: ​ ​ ​ ​ ​ ​ ​ Expense ​ (19,463) ​ (18,780) ​ 683 3.6 Amortization and write-off of deferred financing costs ​ (968) ​ (839) ​ 129 15.4 ​ Equity in earnings (loss) of unconsolidated joint ventures.
See Note 5 to our consolidated financial statements. 31 Table of Contents Other Income and Expenses ​ The following table compares other income and expenses for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ (Decrease) ​ ​ ​ % Change Other income and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in earnings of unconsolidated joint ventures ​ $ 101 ​ $ 143 ​ $ (42) (29.4) Equity in earnings from sale of unconsolidated joint venture properties ​ 991 ​ — ​ 991 n/a Income on settlement of litigation ​ ​ 1,300 ​ ​ — ​ ​ 1,300 n/a Other income ​ 609 ​ 1,186 ​ (577) (48.7) Interest: ​ ​ ​ ​ ​ ​ ​ Expense ​ (22,798) ​ (19,463) ​ 3,335 17.1 Amortization and write-off of deferred financing costs ​ (1,005) ​ (968) ​ 37 3.8 ​ Equity in earnings from sale of unconsolidated joint venture properties.
(3) Represents rental income from 96 properties that were owned for the entirety of the periods presented. ​ Changes at same store properties ​ The increase in same store rental income is due to increases of: ​ - $ 1.4 million of rental income from various lease amendments and extensions, ​ - $ 975 ,000 in tenant reimbursements, of which $ 705 ,000 relates to real estate tax expenses generally incurred in the same year, and ​ - $ 819 ,000 of rental income due to new and/or replacement tenants at several properties. ​ The increase was offset by decreases of: ​ - $ 723,000 of rental income from our two Regal Cinemas properties due to lease amendments effectuated in connection with its bankruptcy reorganization, and ​ - $ 501 ,000 of rental income from leases that expired in 2023 and 2024 at several properties. ​ Lease Termination Fee ​ In March 2024, a consolidated joint venture in Lakewood, Colorado, in which we hold a 90% interest, received a lease termination fee of $250,000 from a tenant due to the early termination of its lease in connection with the sale of the related restaurant parcel. 34 Table of Contents Operating Expenses The following table compares operating expenses for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) 2024 2023 (Decrease) % Change Operating expenses: ​ ​ ​ Depreciation and amortization ​ $ 24,291 ​ $ 24,789 ​ $ (498) (2.0) Real estate expenses ​ 17,904 ​ 16,444 ​ 1,460 8.9 General and administrative ​ 15,388 ​ 15,822 ​ (434) (2.7) Impairment loss ​ ​ 1,086 ​ ​ — ​ ​ 1,086 n/a State taxes ​ 1 ​ 284 ​ (283) (99.6) Total operating expenses ​ $ 58,670 ​ $ 57,339 ​ $ 1,331 2.3 ​ Depreciation and amortization.
(c) Represents rental income from 87 properties that were owned for the entirety of the periods presented. ​ Changes at same store properties ​ The increase in same store rental income is due to increases of: ​ - $ 1.5 million of rental income from various lease amendments and extensions at several properties, ​ - $ 1.2 million of rental income due to new and/or replacement tenants at several properties, and ​ - $ 422 ,000 in tenant reimbursements, of which $ 361 ,000 relates to insurance and common area maintenance expenses generally incurred in the same year. ​ The increase was offset by decreases in rental income of $ 2.0 million from leases that expired in 2024 and 2025 at several properties. ​ Lease Termination Fees ​ In 2024, a consolidated joint venture in Lakewood, Colorado, in which we held a 90% interest, received a lease termination fee of $250,000 from a tenant due to the early termination of its lease in connection with the sale of the related restaurant parcel.
The non-controlling interest’s share of this gain was $178. (2) This property was owned through a consolidated joint venture in which we had a 95% interest. The non-controlling interest’s share of this gain was $105. (3) This land parcel, at a multi-tenant shopping center, was owned through a consolidated joint venture in which we have a 90% interest.
The non-controlling interest’s share of the net gains on sales in 2025 and 2024 were $1,609 and $178, respectively. ​ (c) This property was owned through a consolidated joint venture in which we had a 95% interest.
We apply the proceeds from the mortgage loan to repay borrowings under the credit facility, thus providing us with the ability to re-borrow under the credit facility for the acquisition of additional properties. 41 Table of Contents Material Contractual Obligations ​ The following sets forth our material contractual obligations as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ Less than ​ ​ ​ ​ More than ​ ​ (Dollars in thousands) ​ 1 Year ​ 1 ‑ 3 Years ​ 4 ‑ 5 Years ​ 5 Years ​ Total Mortgages payable—interest and amortization ​ $ 29,663 ​ $ 54,163 ​ $ 42,511 ​ $ 62,397 ​ $ 188,734 Mortgages payable—balances due at maturity ​ 22,458 ​ 56,986 ​ 109,541 ​ 159,172 ​ 348,157 Credit facility (1) ​ — ​ — ​ — ​ ​ — ​ — Purchase obligations (2) ​ 4,367 ​ 8,738 ​ 8,805 ​ 235 ​ 22,145 Total ​ $ 56,488 ​ $ 119,887 ​ $ 160,857 ​ $ 221,804 ​ $ 559,036 (1) At December 31, 2024 and February 28, 2025, there was no balance outstanding on the credit facility.
We apply the proceeds from the mortgage loan to repay borrowings under the credit facility, thus providing us with the ability to re-borrow under the credit facility for the acquisition of additional properties. 36 Table of Contents Material Contractual Obligations ​ The following sets forth our material contractual obligations as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ More than ​ ​ ​ ​ ​ (Dollars in thousands) ​ 1 Year ​ 1 ‑ 3 Years ​ 4 ‑ 5 Years ​ 5 Years ​ Total Mortgages payable—interest and amortization ​ $ 35,941 ​ $ 64,682 ​ $ 48,432 ​ $ 65,932 ​ $ 214,987 Mortgages payable—balances due at maturity ​ 17,767 ​ 68,680 ​ 150,815 ​ 215,245 ​ 452,507 Credit facility (a) ​ — ​ — ​ — ​ ​ — ​ — Purchase obligations (b) ​ 4,806 ​ 9,616 ​ 9,229 ​ 55 ​ 23,706 Total ​ $ 58,514 ​ $ 142,978 ​ $ 208,476 ​ $ 281,232 ​ $ 691,200 (a) At December 31, 2025, there was no balance outstanding on the credit facility and at February 27, 2026, $30,000 was outstanding on the credit facility.
During 2024, our state tax expense was offset by a $238,000 refund from Tennessee related to franchise taxes paid during 2020 through 2022, as the state amended the method of calculating such taxes, resulting in overpayments in such years. 35 Table of Contents Gain on sale of real estate, net The following table lists the sold properties and related gains, net, for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (Dollars in thousands) 2024 2023 Restaurant parcel - Lakewood, Colorado (1) ​ $ 1,784 ​ $ — Restaurant property - Kennesaw, Georgia ​ ​ 964 ​ ​ — Industrial property - Miamisburg, Ohio ​ ​ 1,507 ​ ​ — Retail property - Wichita, Kansas ​ ​ 1,884 ​ ​ — Retail property - Lawrence, Kansas ​ ​ 43 ​ ​ — Retail property - Cape Girardeau, Missouri (2) ​ ​ 978 ​ ​ — Vacant retail property - Kennesaw, Georgia ​ ​ 2,072 ​ ​ — Vacant health and fitness property - Hamilton, Ohio ​ ​ 17 ​ ​ — Vacant industrial property - Wauconda, Illinois ​ ​ 1,177 ​ ​ — Retail property - Woodbury, Minnesota ​ ​ 921 ​ ​ — Retail property - Hilliard, Ohio ​ ​ 224 ​ ​ — Health and fitness property - Secaucus, New Jersey ​ ​ 6,436 ​ ​ — Restaurant property - Hauppauge, New York ​ ​ — ​ ​ 1,534 Retail property - Duluth, Georgia ​ ​ — ​ ​ 3,180 Restaurant property - Greensboro, North Carolina ​ ​ — ​ ​ 332 Land parcel - Lakewood, Colorado (3) ​ ​ — ​ ​ 2,177 Restaurant property - Indianapolis, Indiana ​ ​ — ​ ​ 226 Restaurant property - Richmond, Virginia ​ ​ — ​ ​ 265 Restaurant properties - Cartersville & Carrollton, Georgia ​ ​ — ​ ​ 2,581 Restaurant property - Lawrenceville, Georgia ​ ​ — ​ ​ 989 Retail property - Virginia Beach, Virginia ​ ​ — ​ ​ 1,727 Retail property - Fort Myers, Florida ​ ​ — ​ ​ 3,997 Total Gain on sale of real estate, net ​ $ 18,007 ​ $ 17,008 (1) This restaurant parcel, at a multi-tenant shopping center, was owned through a consolidated joint venture in which we have a 90% interest.
(See Note 5 to our consolidated financial statements). ​ 30 Table of Contents Gain on sale of real estate, net The following table lists the sold properties and related gains, net, for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (Dollars in thousands) ​ 2025 ​ ​ ​ 2024 Retail property - Bluffton, South Carolina ​ $ 1,617 ​ $ — Retail property - Port Clinton, Ohio ​ ​ 225 ​ ​ — Land - Beachwood, Ohio (a) ​ ​ 135 ​ ​ ​ Vacant retail property - Bolingbrook, Illinois ​ ​ 489 ​ ​ — Veterinary hospital - Newark, Delaware ​ ​ 3,236 ​ ​ — Retail property - Eugene, Oregon ​ ​ 2,497 ​ ​ — Land parcel - Lakewood, Colorado (b) ​ ​ 2,849 ​ ​ — Retail property - Gurnee, Illinois ​ ​ 1,023 ​ ​ — Retail property - Greensboro, North Carolina ​ ​ 2,232 ​ ​ — Multi-tenant retail stores - Lakewood, Colorado (b) ​ ​ 3,276 ​ ​ — Restaurant property - Concord, North Carolina ​ ​ 1,154 ​ ​ — Land and improvements - Lakewood, Colorado (b) ​ ​ (44) ​ ​ — Restaurant parcel - Lakewood, Colorado (b) ​ ​ — ​ ​ 1,784 Restaurant property - Kennesaw, Georgia ​ ​ — ​ ​ 964 Industrial property - Miamisburg, Ohio ​ ​ — ​ ​ 1,507 Retail property - Wichita, Kansas ​ ​ — ​ ​ 1,884 Retail property - Lawrence, Kansas ​ ​ — ​ ​ 43 Retail property - Cape Girardeau, Missouri (c) ​ ​ — ​ ​ 978 Vacant retail property - Kennesaw, Georgia ​ ​ — ​ ​ 2,072 Vacant health and fitness property - Hamilton, Ohio (d) ​ ​ — ​ ​ 17 Vacant industrial property - Wauconda, Illinois ​ ​ — ​ ​ 1,177 Retail property - Woodbury, Minnesota ​ ​ — ​ ​ 921 Retail property - Hilliard, Ohio ​ ​ — ​ ​ 224 Health and fitness property - Secaucus, New Jersey ​ ​ — ​ ​ 6,436 Total Gain on sale of real estate, net ​ $ 18,689 ​ $ 18,007 (a) The Company recognized a $1,300 impairment loss in connection with the sale of this property in 2025.
Louis Park, Minnesota. 33 Table of Contents Comparison of Years Ended December 31, 2024 and 2023 Results of Operations - ​ Revenues ​ The following table compares total revenues for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) 2024 2023 (Decrease) % Change Rental income, net ​ $ 90,313 ​ $ 90,646 ​ $ (333) (0.4) Lease termination fees ​ ​ 250 ​ ​ — ​ ​ 250 n/a Total revenues ​ $ 90,563 ​ $ 90,646 ​ $ (83) (0.1) ​ Rental income, net. ​ The following table details the components of rental income, net, for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) 2024 2023 (Decrease) % Change Acquisitions (1) ​ $ 3,356 ​ $ 612 ​ $ 2,744 ​ 448.4 Dispositions (2) ​ ​ 2,718 ​ ​ 7,569 ​ ​ (4,851) ​ (64.1) Same store (3) ​ ​ 84,239 ​ ​ 82,465 ​ ​ 1,774 ​ 2.2 Rental income, net ​ $ 90,313 ​ $ 90,646 ​ $ (333) ​ (0.4) (1) The 2024 column represents rental income from properties acquired since January 1, 2023; the 2023 column represents rental income from properties acquired during the year ended December 31, 2023.
This property accounted for $360,000 and $340,000 of rental income, net, and $115,000 and $113,000 of depreciation and amortization expense for 2025 and 2024, respectively . ● January 2026, to purchase 14 acres of land for $800,000 adjacent to one of the Columbia, SC properties acquired in the Portfolio Acquisition. 28 Table of Contents Comparison of Years Ended December 31, 2025 and 2024 Results of Operations - ​ Revenues ​ The following table compares total revenues for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ (Decrease) ​ ​ ​ % Change Rental income, net ​ $ 97,161 ​ $ 90,313 ​ $ 6,848 7.6 Lease termination fees ​ ​ 66 ​ ​ 250 ​ ​ (184) (73.6) Total revenues ​ $ 97,227 ​ $ 90,563 ​ $ 6,664 7.4 ​ Rental income, net. ​ The following table details the components of rental income, net, for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) ​ 2025 ​ ​ ​ 2024 ​ ​ ​ (Decrease) ​ ​ ​ % Change Acquisitions (a) ​ $ 12,489 ​ $ 1,719 ​ $ 10,770 ​ 626.5 Dispositions (b) ​ ​ 2,351 ​ ​ 7,259 ​ ​ (4,908) ​ (67.6) Same store (c) ​ ​ 82,321 ​ ​ 81,335 ​ ​ 986 ​ 1.2 Rental income, net ​ $ 97,161 ​ $ 90,313 ​ $ 6,848 ​ 7.6 (a) The 2025 column represents rental income from properties acquired since January 1, 2024; the 2024 column represents rental income from properties acquired during the year ended December 31, 2024.
We may borrow up to $100,000 pursuant to such facility, subject to compliance with borrowing base requirements. At December 31, 2024 and February 28, 2025, after giving effect to such borrowing base requirements, $100,000 was available to be borrowed. The facility expires December 31, 2026. See “—Credit Facility” .
We anticipate paying down the facility in the next twelve months from the net proceeds of property sales and mortgage financings on two properties acquired in the Portfolio Acquisition. At December 31, 2025 and February 27, 2026, after giving effect to the facility’s borrowing base requirements, $100,000 and $70,000, respectively, was available to be borrowed. See “—Credit Facility” .
These properties account for $3.0 million, or 4.1%, of our 2025 contractual rental income. ● we sold 11 properties ( i.e., six retail, two industrial, two health and fitness, and one restaurant) and one parcel at a multi-tenant retail property, for an aggregate net sales proceeds of $38.2 million and an aggregate net gain on sale of real estate of $18.0 million.
These properties account for $12.5 million, or 15.1%, of our 2026 base rent and we anticipate that in 2026, these properties will generate $13.3 million of rental income (excluding tenant reimbursements), $8.4 million of depreciation and amortization expense and $6.5 million of interest expense. ● sold ten properties ( i.e., seven retail, a restaurant, a veterinary hospital and a property ground leased to a multi-unit apartment complex owner/operator) for an aggregate net sales proceeds of $58.9 million and an aggregate net gain on sale of real estate of $18.7 million.
Sale ● sold, on January 21, 2025, a restaurant property located in Concord, North Carolina for $3.3 million and generated net proceeds of $3.1 million. This property accounted for $211,000 and $209,000 of rental income, net, $54,000 and $51,000 of depreciation and amortization expense, and $36,000 and $56,000 of mortgage interest expense for 2024 and 2023, respectively.
This property accounted for $192,000 and $460,000 of rental income, net, $93,000 and $93,000 of depreciation and amortization expense, and $45,000 and $110,000 of mortgage interest expense for 2025 and 2024, respectively. ● January 2026, to sell a retail property located in Newport News, Virginia for $4.2 million.
Among other things, the mortgages (i) that we refinanced generally bore a higher interest rate than the mortgages we paid off and (ii) obtained in connection with acquisitions generally bore a higher rate of interest than the mortgages on properties we sold. ​ Credit facility interest ​ The decrease in credit line interest in 2024 is due to the payoff of the principal balance outstanding on the credit facility.
Among other things, the mortgages (i) that we refinanced generally bore a higher interest rate than the mortgages we paid off and (ii) obtained in connection with acquisitions generally bore a higher rate of interest than the mortgages on properties we sold. ​ We estimate that after giving effect to the Portfolio Acquisition, that mortgage interest expense in 2026 will be approximately $25.9 million. ​ 32 Table of Contents Credit facility interest ​ During 2025, the weighted average interest rate was 6.07% and the weighted average principal amount outstanding was $3.4 million. ​ We estimate that after giving effects to the Portfolio Acquisition, that in 2026, interest expense on our credit facility will be approximately $1.7 million (assuming an interest rate of 5.45% as of January 29, 2026 and that there are no paydowns or drawdowns on the facility). ​ During 2024, there was no balance outstanding and the interest expense of $254,000 constitutes the unused facility fee.
There is substantial subjectivity in management’s projections as to the achievability of the ROC Metrics and changes in such projections will cause fluctuations in our results of operations. See Note 11 to our consolidated financial statements. ​ ​ 45 Table of Contents Item 7A.
There is substantial subjectivity in (i) the inputs selected for the Monte Carlo simulation used in determining the grant date fair value of the TSR Awards and the use of different inputs would change the expense we recognize with respect to such awards and (ii) management’s projections as to the achievability of the ROC Metrics and changes in such projections will cause fluctuations in our results of operations.
During 2024, we recorded a $1.1 million impairment loss at our former Hamilton, Ohio property tenanted by LA Fitness. (See Note 5 to our consolidated financial statements). ​ State taxes.
During 2025, we recorded an aggregate impairment loss of $4.6 million at our St. Louis Park, Minnesota and Beachwood, Ohio properties. During 2024, we recorded a $1.1 million impairment loss at our former Hamilton, Ohio property.
Removed
If we are unable to address these challenges successfully, we may be unable to sustain our current level of dividend payments.
Added
The properties sold accounted for $2.4 million, or 2.4%, and $4.5 million, or 5.0%, of 2025 and 2024 rental income, net, respectively. ● sold two joint venture properties - our 50% share of the (i) net sales proceeds was $2.4 million and (ii) gain on sales was $991,000. ​ Recent Developments ​ We purchased, on January 29, 2026, a 637,633 square foot portfolio comprised of ten industrial properties (the “Portfolio Acquisition”) located in seven markets ( i.e ., Greensboro, North Carolina, Columbia, South Carolina, Birmingham, Alabama, Omaha, Nebraska, Oklahoma City, Oklahoma, Salt Lake City, Utah and Jackson, Mississippi) and leased to six tenants ( i.e ., Mondelez Global, Husqvarna U.S.
Removed
The table below provides information about such debt as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ Interest Rate Property ​ Principal Amount ​ Maturity Date ​ Interest Rate ​ Reset Date Lexington, Kentucky ​ $ 5,139,000 ​ June 2047 ​ 3.85 % ​ June 2029 Deptford, NJ ​ ​ 2,186,000 ​ February 2041 ​ 3.95 ​ ​ February 2026 ​ ​ $ 7,325,000 ​ ​ ​ ​ ​ ​ ​ ​ Challenges and Uncertainties Facing The Vue - Beachwood, Ohio ​ A multi-family complex, which we refer to as The Vue, ground leases from us the underlying land located in Beachwood, Ohio.
Added
Holdings, L&W Supply Corporation, Owens & Minor Distribution, Bimbo Bakeries USA, and HABE USA), for $56.7 million, including new mortgage debt on six of the properties of $17.0 million bearing an interest rate of 5.53% and maturing in 2033.
Removed
Since 2018, the property has faced, and we anticipate that the property will continue to face, occupancy and financial challenges. As the property has not generated specified levels of positive operating cash flows, the tenant has not been required to pay rent since October 2020, and we anticipate that it will not pay rent in the near future.
Added
We also borrowed $30.0 million from our credit facility (which bears a fluctuating interest rate of 5.45% at January 29, 2026) in connection with this purchase. We anticipate paying down our credit facility debt from the net proceeds of property sales and mortgage financing on two of the unencumbered properties included in the Portfolio Acquisition.
Removed
After giving effect to debt service, the property, during the past several years (other than 2024), has been operating on a negative cash flow basis, although management believes that the property’s operating performance is improving. ​ Since 2022 (through February 28, 2025), we provided The Vue with an aggregate of $ 3.5 million (including $109,000 from January 1, 2024 through February 28, 2025) to cover, among other things, operating cash flow shortfalls and capital expenditures, and the amount to be funded in 2025, if any, has not been definitively determined.
Added
As of January 29, 2026, the base rent in 2026 for these properties is approximately $2.8 million, and we estimate that after giving effect to anticipated lease renewals (as to which no assurance can be provided), the 2026 base rent for these properties will be approximately $3.6 million.
Removed
At December 31, 2024, (i) there are no unbilled rent receivables, intangibles or tenant origination costs associated with this property and (ii) the net book value of our land subject to this ground lease is $17.4 million and is subordinate to $62.3 million of mortgage debt incurred by the owner/operator.
Added
We also estimate that in 2026, these properties will generate $2.6 million of interest expense (including $1.7 million of such expense from the credit facility assuming an interest rate of 5.45% and that $30.0 million remains outstanding thereon). ​ As of February 27, 2026, $30.0 million is outstanding under our credit facility bearing a floating rate of interest of 5.42% per year. ​ Pending Transactions ​ We entered into a contract in: ​ ● October 2025, to sell a vacant retail property located in Cary, North Carolina for $6.0 million.
Removed
Our cash flow will be adversely impacted by our funding of additional capital expenditures and operating expense shortfalls at the property (including our payment of the tenant’s debt service obligations) and the continuing non-payment of rent.
Added
It is anticipated the (i) property will be sold in March 2026 and (ii) sale will result in a gain of approximately $2.5 million, which will be recognized as Gain on sale of real estate, net, in the consolidated statement of income for the quarter ending March 31, 2026.
Removed
If we determine that under GAAP the property has been impaired, we may incur a substantial impairment charge and if we sell the property, we may recognize a substantial loss.
Added
It is anticipated the (i) property will be sold in April 2026 and (ii) sale will result in a gain of approximately $1.3 million, which will be recognized as Gain on sale of real estate, net, in the consolidated statements of income for the three and six months ending June 30, 2026.
Removed
See Note 6 to our consolidated financial statements . 32 Table of Contents 2024 and Recent Developments ​ In 2024: ● we acquired three industrial properties for an aggregate purchase price of $44.7 million.
Added
We anticipate recognizing, during the quarter ending March 31, 2026, aggregate lease termination fees of approximately $1.3 million, and that in the aggregate, we will replace such tenancies on economic terms more favorable to us than those of the terminating tenancies. 29 Table of Contents Operating Expenses The following table compares operating expenses for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase ​ ​ (Dollars in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ (Decrease) ​ ​ ​ % Change Operating expenses: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ $ 27,196 ​ $ 24,291 ​ $ 2,905 12.0 Real estate expenses ​ 19,878 ​ 17,904 ​ 1,974 11.0 General and administrative ​ 16,267 ​ 15,388 ​ 879 5.7 Impairment losses ​ ​ 4,593 ​ ​ 1,086 ​ ​ 3,507 322.9 State tax expense ​ 73 ​ 1 ​ 72 7,200.0 Total operating expenses ​ $ 68,007 ​ $ 58,670 ​ $ 9,337 15.9 ​ Depreciation and amortization.
Removed
The properties sold accounted for $2.7 million, or 3.0%, and $5.1 million, or 5.6%, of 2024 and 2023 rental income, net, respectively. ● as of December 31, 2024 and February 28, 2025, no amounts were outstanding on our $100.0 million credit facility.
Added
The increase in 2025 is due primarily to increases of (i) non-cash expense of $371,000 from the re-assessment of the achievability of performance metrics related to the RSUs and (ii) $208,000 due to higher levels of compensation and compensation-related expense. The balance of the increase is due to various factors, none of which was individually significant. ​ Impairment losses.
Removed
Subsequent to December 31, 2024, we: Purchases ● acquired, on January 16, 2025, two Class A industrial properties located in Theodore, Alabama (the “Alabama Purchase”), for $49.0 million, including a $29.0 million mortgage maturing in 2035 and bearing an interest rate of 6.12% (interest only for five years and then amortizing on a 30-year schedule).
Added
See Note 5 to our consolidated financial statements. ​ (b) A multi-tenant shopping center in Lakewood, Colorado, which was owned through a consolidated joint venture in which we held a 90% interest (the “Colorado JV”), sold off the property from 2023 through 2025.
Removed
The two properties comprise an aggregate of 371,586 square feet, are located on approximately 31 acres and are leased to a total of four tenants with a weighted average remaining lease term of approximately seven years.
Added
The non-controlling interest’s share of this gain was $105. ​ (d) The Company recognized a $1,086 impairment loss in connection with the sale of this property in 2024.
Removed
We estimate that in 2025, these properties will generate an aggregate of approximately $3.0 million of contractual rental income and $1.7 million of interest expense. ● acquired, on February 6, 2025, a Class A industrial property located in Wichita, Kansas (the “Kansas Purchase”), for $13.3 million, including a $7.5 million mortgage maturing in 2030 and bearing an interest rate of 6.09% (interest only through maturity).
Added
The 2025 results reflect our 50% share of the gain on the sales of our two Savannah, Georgia joint venture properties which were sold in August 2025. (See Note 7 to our consolidated financial statements). ​ Income on settlement of litigation.
Removed
The property comprises 138,000 square feet, is located on approximately 9.5 acres, is leased to one tenant and the lease expires in 2028.
Added
During the quarter ended December 31, 2025, we received $1.3 million in connection with the settlement of a lawsuit at our former Beachwood, Ohio property. (See Note 13 to our consolidated financial statements). ​ Other income.
Removed
We estimate that in 2025, this property will generate approximately $800,000 of contractual rental income and $413,000 of interest expense. ● signed a contract, on February 6, 2025, to acquire a Class A industrial property located in Council Bluffs, Iowa (the “Council Bluffs II Purchase”; and together with the Alabama Purchase and the Kansas Purchase, the “New Properties”), for $26.0 million, including a $15.6 million mortgage maturing in 2035 and bearing an interest rate of 6.42% (interest only for five years and then amortizing on a 30-year schedule).
Added
Many of our leases contain provisions, including provisions providing for periodic fixed rate rent increases), intended to mitigate the impact of inflation.

… 12 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

14 edited+4 added−12 removed8 unchanged
Biggest changeLouis Park, MN (3) ​ Retail 1.7 ​ 131,710 ​ $ 9.00 Englewood, CO ​ Industrial 1.5 ​ 63,882 ​ $ 16.89 Tucker, GA ​ Health & Fitness 1.4 ​ 58,800 ​ $ 17.45 Pennsburg, PA (3) ​ Industrial 1.4 ​ 291,203 ​ $ 3.43 Dalton, GA ​ Industrial 1.3 ​ 212,740 ​ $ 4.46 Indianapolis, IN ​ Industrial 1.2 ​ 125,622 ​ $ 7.13 Greenville, SC (2) ​ Industrial 1.2 ​ 142,200 ​ $ 5.97 Bakersfield, CA ​ Industrial 1.1 ​ 218,116 ​ $ 3.78 Huntersville, NC ​ Industrial 1.1 ​ 78,319 ​ $ 10.47 Lehigh Acres, FL (3) ​ Industrial 1.1 ​ 103,044 ​ $ 7.43 Ronkonkoma, NY (3) ​ Industrial 1.0 ​ 90,599 ​ $ 8.34 Green Park, MO ​ Industrial 1.0 ​ 119,680 ​ $ 6.02 Greensboro, NC ​ Theater 1.0 ​ 61,213 ​ $ 11.41 Ashland, VA ​ Industrial 0.9 ​ 88,003 ​ $ 7.73 New Hope, MN (2) ​ Industrial 0.9 ​ 123,892 ​ $ 5.46 Memphis, TN ​ Industrial 0.9 ​ 224,749 ​ $ 2.94 New Hyde Park, NY ​ Industrial 0.9 ​ 38,000 ​ $ 17.18 Chandler, AZ ​ Industrial 0.9 ​ 62,121 ​ $ 10.44 Louisville, KY ​ Industrial 0.9 ​ 125,370 ​ $ 5.13 Northwood, OH (3) ​ Industrial 0.9 ​ 123,500 ​ $ 5.14 Moorestown, NJ ​ Industrial 0.9 ​ 64,000 ​ $ 9.80 Bensalem, PA (6) ​ Industrial 0.9 ​ 85,663 ​ $ 7.33 Northwood, OH (7) ​ Industrial 0.8 ​ 126,990 ​ $ 4.82 Omaha, NE ​ Industrial 0.8 ​ 101,584 ​ $ 5.85 Nashville, TN (8) ​ Industrial 0.8 ​ 99,500 ​ $ 9.11 Melville, NY ​ Industrial 0.8 ​ 51,351 ​ $ 11.56 Greenville, SC (2) ​ Industrial 0.8 ​ 128,000 ​ $ 4.44 Shakopee, MN ​ Industrial 0.8 ​ 114,000 ​ $ 4.97 Monroe, NC ​ Industrial 0.8 ​ 93,170 ​ $ 6.05 Blythewood, SC (3) ​ Industrial 0.8 ​ 177,040 ​ $ 3.15 25 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ Approximate ​ 2025 Contractual ​ ​ ​ ​ 2025 Contractual ​ Square Footage ​ Rental Income Location ​ Type of Property Rental Income ​ of Building ​ per Square Foot Greenville, SC ​ Industrial 0.8 ​ 88,800 ​ $ 6.26 Saco, ME ​ Industrial 0.7 ​ 131,400 ​ $ 3.92 Cedar Park, TX ​ Retail—Furniture 0.7 ​ 50,810 ​ $ 10.00 Tyler, TX ​ Retail—Furniture 0.7 ​ 72,000 ​ $ 6.75 Fort Myers, FL ​ Industrial 0.7 ​ 52,710 ​ $ 9.20 Lake Charles, LA (9) ​ Retail—Office Supply 0.7 ​ 54,229 ​ $ 11.23 Lexington, KY ​ Industrial 0.7 ​ 74,150 ​ $ 6.50 Rincon, GA ​ Industrial 0.7 ​ 95,000 ​ $ 5.06 Indianapolis, IN ​ Theater 0.7 ​ 57,688 ​ $ 8.28 Durham, NC ​ Industrial 0.7 ​ 46,181 ​ $ 10.30 Plymouth, MN ​ Industrial 0.6 ​ 82,565 ​ $ 5.58 Highland Ranch, CO (3) ​ Retail 0.6 ​ 42,920 ​ $ 10.39 Albuquerque, NM ​ Industrial 0.6 ​ 63,421 ​ $ 6.94 Eugene, OR ​ Retail—Office Supply 0.6 ​ 24,978 ​ $ 17.32 Deptford, NJ ​ Retail 0.6 ​ 25,358 ​ $ 16.90 Newark, DE ​ Other 0.6 ​ 23,547 ​ $ 18.13 Richmond, VA ​ Retail—Furniture 0.6 ​ 38,788 ​ $ 10.53 Hillside, IL (3) ​ Industrial 0.6 ​ 60,832 ​ $ 6.69 Amarillo, TX ​ Retail—Furniture 0.6 ​ 72,027 ​ $ 5.64 El Paso, TX ​ Retail—Office Supply 0.6 ​ 25,000 ​ $ 16.08 Champaign, IL (3) ​ Retail 0.6 ​ 50,940 ​ $ 7.85 Lexington, KY ​ Retail—Furniture 0.5 ​ 30,173 ​ $ 12.48 Savannah, GA ​ Industrial 0.5 ​ 35,249 ​ $ 10.64 Newport, VA ​ Retail—Furniture 0.5 ​ 49,865 ​ $ 7.09 LaGrange, GA ​ Industrial 0.5 ​ 80,000 ​ $ 4.39 Naples, FL ​ Retail—Furniture 0.5 ​ 15,912 ​ $ 20.57 Greensboro, NC ​ Retail 0.4 ​ 12,950 ​ $ 24.00 Somerville, MA ​ Retail 0.4 ​ 12,054 ​ $ 25.72 Gurnee, IL ​ Retail—Furniture 0.4 ​ 22,768 ​ $ 13.43 Selden, NY ​ Retail 0.4 ​ 14,555 ​ $ 21.00 Bluffton, SC ​ Retail—Furniture 0.4 ​ 35,011 ​ $ 7.92 Crystal Lake, IL ​ Retail 0.4 ​ 32,446 ​ $ 8.25 Pinellas Park, FL ​ Industrial 0.3 ​ 53,064 ​ $ 4.61 Chicago, IL ​ Retail—Office Supply 0.3 ​ 23,939 ​ $ 10.15 Hyannis, MA ​ Retail 0.3 ​ 9,750 ​ $ 24.85 Chandler, AZ ​ Industrial 0.3 ​ 25,035 ​ $ 9.58 Myrtle Beach, SC ​ Restaurant 0.3 ​ 6,734 ​ $ 34.85 Everett, MA ​ Retail 0.3 ​ 18,572 ​ $ 11.43 Cary, NC ​ Retail—Office Supply 0.3 ​ 33,490 ​ $ 6.09 Marston, MA ​ Retail 0.3 ​ 8,775 ​ $ 22.00 Monroeville, PA ​ Retail 0.2 ​ 6,051 ​ $ 27.83 West Palm Beach, FL ​ Industrial 0.2 ​ 10,634 ​ $ 15.04 Batavia, NY ​ Retail 0.2 ​ 23,483 ​ $ 6.60 South Euclid, OH ​ Retail 0.2 ​ 11,672 ​ $ 9.94 Cuyahoga Falls, OH ​ Retail 0.1 ​ 6,796 ​ $ 12.49 Seattle, WA ​ Retail 0.1 ​ 3,053 ​ $ 27.50 Rosenberg, TX ​ Retail 0.1 ​ 8,000 ​ $ 10.20 Port Clinton, OH ​ Retail 0.1 ​ 6,749 ​ $ 10.98 Louisville, KY ​ Industrial 0.1 ​ 9,642 ​ $ 7.10 Beachwood, OH (10) ​ Land — ​ 349,999 ​ $ — Bolingbrook, IL (11) ​ Retail — ​ 33,111 ​ $ — Concord, NC (12) ​ Restaurant — ​ 4,749 ​ $ — ​ ​ ​ ​ 100.0 ​ 10,870,285 ​ ​ ​ (1) This property, a community shopping center, is leased to 11 tenants.
Biggest changeLouis Park, MN (8) ​ Retail 0.6 ​ 131,710 ​ $ 15.00 Fort Myers, FL ​ Industrial 0.6 ​ 52,710 ​ $ 9.55 Durham, NC ​ Industrial 0.6 ​ 46,181 ​ $ 10.61 Tyler, TX ​ Retail 0.6 ​ 72,000 ​ $ 6.75 Lake Charles, LA (9) ​ Retail 0.6 ​ 54,229 ​ $ 11.23 Rincon, GA ​ Industrial 0.6 ​ 95,000 ​ $ 5.06 Indianapolis, IN ​ Other 0.6 ​ 57,688 ​ $ 8.28 Plymouth, MN ​ Industrial 0.6 ​ 82,565 ​ $ 5.69 New Hope, MN (2) ​ Industrial 0.6 ​ 123,892 ​ $ 3.71 Albuquerque, NM ​ Industrial 0.5 ​ 63,421 ​ $ 7.05 Highland Ranch, CO (3) ​ Retail 0.5 ​ 42,920 ​ $ 10.39 Deptford, NJ ​ Retail 0.5 ​ 25,358 ​ $ 16.90 El Paso, TX ​ Retail 0.5 ​ 25,000 ​ $ 16.72 Hillside, IL (3) ​ Industrial 0.5 ​ 60,832 ​ $ 6.84 Sewickley, PA (10) ​ Industrial 0.5 ​ 55,704 ​ $ 7.35 Richmond, VA ​ Retail 0.5 ​ 38,788 ​ $ 10.53 Amarillo, TX ​ Retail 0.5 ​ 72,027 ​ $ 5.64 Savannah, GA ​ Industrial 0.5 ​ 35,249 ​ $ 10.96 Lexington, KY ​ Retail 0.5 ​ 30,173 ​ $ 12.48 Sewickley, PA (11) ​ Industrial 0.4 ​ 60,304 ​ $ 9.80 LaGrange, GA ​ Industrial 0.4 ​ 80,000 ​ $ 4.48 Newport News, VA (12) ​ Retail 0.4 ​ 49,865 ​ $ 7.09 Sewickley, PA ​ Industrial 0.4 ​ 40,195 ​ $ 8.49 Naples, FL ​ Retail 0.4 ​ 15,912 ​ $ 20.57 Somerville, MA ​ Retail 0.4 ​ 12,054 ​ $ 25.72 Sewickley, PA (13) ​ Industrial 0.4 ​ — ​ $ — Selden, NY ​ Retail 0.4 ​ 14,555 ​ $ 21.00 Crystal Lake, IL ​ Retail 0.3 ​ 32,446 ​ $ 8.25 Chandler, AZ ​ Industrial 0.3 ​ 25,035 ​ $ 9.87 Hyannis, MA ​ Retail 0.3 ​ 9,750 ​ $ 24.85 Lexington, KY ​ Industrial 0.3 ​ 74,150 ​ $ 3.25 Chicago, IL ​ Retail 0.3 ​ 23,939 ​ $ 9.09 Everett, MA ​ Retail 0.3 ​ 18,572 ​ $ 11.43 Marston, MA ​ Retail 0.2 ​ 8,775 ​ $ 22.00 Myrtle Beach, SC ​ Other 0.2 ​ 6,734 ​ $ 27.88 Monroeville, PA ​ Retail 0.2 ​ 6,051 ​ $ 28.99 West Palm Beach, FL ​ Industrial 0.2 ​ 10,634 ​ $ 15.34 Batavia, NY ​ Retail 0.2 ​ 23,483 ​ $ 6.60 Cuyahoga Falls, OH ​ Retail 0.1 ​ 6,796 ​ $ 17.21 South Euclid, OH ​ Retail 0.1 ​ 11,672 ​ $ 9.94 Seattle, WA ​ Retail 0.1 ​ 3,053 ​ $ 27.50 Rosenberg, TX ​ Retail 0.1 ​ 8,000 ​ $ 10.20 Louisville, KY ​ Industrial 0.1 ​ 9,642 ​ $ 7.38 Cary, NC (14) ​ Retail — ​ 33,490 ​ $ — ​ ​ ​ ​ 100.0 ​ 11,816,751 ​ ​ ​ ​ 23 Table of Contents (1) This property, a community shopping center, is leased to 11 tenants.
The committee meets periodically with, among others, our internal auditor and network administrator to review and discuss cybersecurity matters. ​ ​ 24 Table of Contents Item 2. Properties. Our principal executive office is located at 60 Cutter Mill Road, Suite 303, Great Neck, New York. We believe that our facilities are satisfactory for our current and projected needs.
The committee meets periodically with, among others, our internal auditor and network administrator to review and discuss cybersecurity matters. 21 Table of Contents Item 2. Properties. Our principal executive office is located at 60 Cutter Mill Road, Suite 303, Great Neck, New York. We believe that our facilities are satisfactory for our current and projected needs.
Our network administrator reports to, and is in regular contact with, our Chief Financial Officer and Senior Vice President-Financial . These officers do not have formal IT or cybersecurity training.
Our network administrator reports to, and is in regular contact with, our Chief Financial Officer and Senior Vice President-Financ e. These officers do not have formal IT or cybersecurity training.
Our Properties As of December 31, 2024, we own 100 properties with an aggregate net book value of $672.3 million. Our occupancy rate, based on square footage, was 99.2%, 98.8% and 99.8% as of December 31, 2024, 2023 and 2022, respectively.
Our Properties As of December 31, 2025, we own 103 properties with an aggregate net book value of $777.6 million. Our occupancy rate, based on square footage, was 98.5%, 99.2% and 98.8% as of December 31, 2025, 2024 and 2023, respectively.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. ​ Overview ​ We are a self-administered and self-managed REIT focused on acquiring, owning and managing a geographically diversified portfolio consisting of industrial and, to a lesser extent, retail properties, many of which are subject to long-term leases.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. ​ Overview ​ We are a self-administered and self-managed REIT focused on acquiring, owning and managing a geographically diversified portfolio consisting primarily of industrial properties.
Substantially all of such mortgage debt bears fixed interest at rates ranging from 3.05% to 6.25% and contains prepayment penalties. ​ The following table sets forth scheduled principal mortgage payments due on our properties as of December 31, 2024 (dollars in thousands): ​ ​ ​ ​ ​ ​ PRINCIPAL YEAR PAYMENTS DUE 2025 ​ $ 33,542 2026 ​ 29,499 2027 ​ 48,524 2028 ​ 39,511 2029 ​ 86,670 Thereafter ​ 187,232 Total ​ $ 424,978 ​ The mortgages on our properties are generally non-recourse, subject to standard carve-outs. ​ ​ Item 3.
Substantially all of such mortgage debt bears fixed interest at rates ranging from 3.05% to 6.42% and contains prepayment penalties. ​ The following table sets forth scheduled principal mortgage payments due on our properties as of December 31, 2025 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal Year ​ ​ ​ Payments Due 2026 ​ $ 28,875 2027 ​ 48,676 2028 ​ 39,671 2029 ​ 86,839 2030 ​ 77,898 Thereafter ​ 240,542 Total ​ $ 522,501 ​ The mortgages on our properties are generally non-recourse, subject to standard carve-outs. ​ Item 3.
Our common stock is listed on the New York Stock Exchange under the symbol “OLP.” As of February 28, 2025, there were approximately 235 holders of record of our common stock. We qualify as a REIT for Federal income tax purposes.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. ​ Our common stock is listed on the New York Stock Exchange under the symbol “OLP.” As of February 27, 2026, there were approximately 225 holders of record of our common stock. ​ We qualify as a REIT for Federal income tax purposes.
We did not repurchase any shares of our common stock in 2024. ​ Item 6. [Reserved. ] ​ 30 Table of Contents Item 7.
There is no stated expiration date for our stock repurchase program. We did not repurchase any shares of our common stock in 2025. ​ Item 6. [Reserved. ] ​ 26 Table of Contents Item 7.
Contractual rental income per square foot excludes 2,395 square feet of unleasable vacant space. (6) This property has three tenants. Contractual rental income per square foot excludes 143 square feet of unleasable vacant space. (7) This property has five tenants. (8) This property has two tenants. Contractual rental income per square foot excludes 34,362 square feet of vacant space.
Base rent per square foot excludes 143 square feet of unleasable vacant space. (6) This property has five tenants. (7) This property has four tenants. Base rent per square foot excludes 4,642 square feet of vacant space. (8) Base rent per square foot excludes 98,059 square feet of vacant space. (9) This property has two tenants.
Contractual rental income per square foot excludes 3,125 square feet of vacant space. (2) This property has three tenants. (3) This property has two tenants. 26 Table of Contents (4) This property, a community shopping center, is leased to 19 tenants. Contractual rental income per square foot excludes 10,433 square feet of vacant space. (5) This property has four tenants.
Base rent per square foot excludes 3,125 square feet of vacant space. (2) This property has three tenants. (3) This property has two tenants. (4) This property has four tenants. Base rent per square foot excludes 2,395 square feet of unleasable vacant space. (5) This property has three tenants.
We intend to make distributions in an amount at least equal to that necessary for us to maintain our status as a real estate investment trust for Federal income tax purposes.
We intend to make distributions in an amount at least equal to that necessary for us to maintain our status as a real estate investment trust for Federal income tax purposes. ​ Issuer Purchases of Equity Securities ​ As of February 27, 2026, we are authorized to repurchase up to $8.1 million of shares of our common stock through, among other things, open-market or privately negotiated transactions.
The following table sets forth information, presented by state, related to our properties as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ ​ ​ ​ ​ 2025 ​ 2025 ​ ​ ​ ​ ​ ​ Contractual ​ Contractual ​ Approximate ​ ​ Number of ​ Rental ​ Rental ​ Building State Properties Income Income Square Feet South Carolina 8 $ 8,440,000 ​ 11.70 ​ 1,582,568 New York 7 ​ 6,828,000 ​ 9.50 ​ 485,602 Texas 7 ​ 5,720,000 ​ 7.90 ​ 757,837 Pennsylvania 5 ​ 5,673,000 ​ 7.90 ​ 827,117 Maryland ​ 2 ​ 3,736,000 ​ 5.20 ​ 625,710 Iowa 2 ​ 3,402,000 ​ 4.70 ​ 510,581 Tennessee ​ 3 ​ ​ 3,377,000 ​ 4.70 ​ 864,449 Georgia 5 ​ 3,181,000 ​ 4.40 ​ 481,789 Colorado 3 ​ 3,136,000 ​ 4.40 ​ 200,968 North Carolina 7 ​ 3,073,000 ​ 4.30 ​ 330,072 Minnesota 4 ​ 2,890,000 ​ 4.00 ​ 452,167 Missouri 2 ​ 2,462,000 ​ 3.40 ​ 458,774 New Jersey 3 ​ 2,306,000 ​ 3.20 ​ 309,239 Florida 5 ​ 1,982,000 ​ 2.80 ​ 235,364 Illinois 6 ​ 1,624,000 ​ 2.30 ​ 224,036 Kentucky 4 ​ 1,570,000 ​ 2.20 ​ 239,335 Ohio 6 ​ 1,521,000 ​ 2.10 ​ 625,706 Virginia 3 ​ 1,443,000 ​ 2.00 ​ 176,656 Alabama 1 ​ 1,411,000 ​ 2.00 ​ 294,000 Indiana 2 ​ 1,373,000 ​ 1.90 ​ 183,310 Arkansas 1 ​ 1,231,000 ​ 1.70 ​ 248,370 Massachusetts 4 ​ 958,000 ​ 1.30 ​ 49,151 Arizona 2 ​ 888,000 ​ 1.20 ​ 87,156 California 1 ​ 825,000 ​ 1.10 ​ 218,116 Nebraska ​ 1 ​ ​ 594,000 ​ 0.80 ​ 101,584 Maine ​ 1 ​ ​ 515,000 ​ 0.70 ​ 131,400 Louisiana ​ 1 ​ ​ 483,000 ​ 0.70 ​ 54,229 New Mexico ​ 1 ​ ​ 440,000 ​ 0.60 ​ 63,421 Oregon ​ 1 ​ ​ 433,000 ​ 0.60 ​ 24,978 Delaware ​ 1 ​ ​ 427,000 ​ 0.60 ​ 23,547 Washington ​ 1 ​ ​ 84,000 ​ 0.10 ​ 3,053 ​ 100 ​ $ 72,026,000 100.0 10,870,285 ​ 28 Table of Contents Mortgage Debt ​ At December 31, 2024, we had: ​ ● 62 first mortgages secured by 63 of our 100 properties; and ​ ● $425.0 million of mortgage debt outstanding with a weighted average interest rate of 4.56% and a weighted average remaining term to maturity of approximately 6.1 years.
The following table sets forth information, presented by state, related to our properties as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Percentage of ​ Building State ​ ​ ​ Properties ​ ​ ​ 2026 Base Rent ​ ​ ​ 2026 Base Rent ​ ​ ​ Square Feet South Carolina 8 $ 10,590,000 ​ 12.8 ​ 1,758,782 Pennsylvania 12 ​ 8,945,000 ​ 10.8 ​ 1,224,557 New York 7 ​ 6,999,000 ​ 8.5 ​ 485,602 Texas 7 ​ 5,849,000 ​ 7.1 ​ 757,837 Iowa ​ 3 ​ 5,477,000 ​ 6.6 ​ 746,905 Alabama 3 ​ 4,712,000 ​ 5.7 ​ 665,586 Tennessee ​ 3 ​ 3,758,000 ​ 4.5 ​ 864,449 Maryland 2 ​ 3,550,000 ​ 4.3 ​ 625,710 Minnesota 5 ​ 3,520,000 ​ 4.3 ​ 652,086 Georgia 5 ​ 3,228,000 ​ 3.9 ​ 481,789 North Carolina 5 ​ 2,705,000 ​ 3.3 ​ 312,373 Missouri 2 ​ 2,562,000 ​ 3.1 ​ 458,774 Florida 5 ​ 2,412,000 ​ 2.9 ​ 235,364 New Jersey 3 ​ 2,350,000 ​ 2.8 ​ 309,239 Colorado 2 ​ 1,552,000 ​ 1.9 ​ 106,802 Ohio 4 ​ 1,485,000 ​ 1.8 ​ 268,958 Illinois 4 ​ 1,480,000 ​ 1.8 ​ 168,157 Virginia 3 ​ 1,456,000 ​ 1.8 ​ 176,656 Indiana 2 ​ 1,400,000 ​ 1.7 ​ 183,310 Kentucky 4 ​ 1,358,000 ​ 1.6 ​ 239,335 Arkansas 1 ​ 1,231,000 ​ 1.5 ​ 248,370 California 1 ​ 1,046,000 ​ 1.3 ​ 218,116 Kansas 1 ​ 985,000 ​ 1.2 ​ 138,000 Massachusetts 4 ​ 958,000 ​ 1.2 ​ 49,151 Arizona ​ 2 ​ 908,000 ​ 1.1 ​ 87,156 Nebraska ​ 1 ​ 612,000 ​ 0.7 ​ 101,584 Maine ​ 1 ​ 527,000 ​ 0.6 ​ 131,400 Louisiana ​ 1 ​ 483,000 ​ 0.6 ​ 54,229 New Mexico ​ 1 ​ 447,000 ​ 0.5 ​ 63,421 Washington ​ 1 ​ 84,000 ​ 0.1 ​ 3,053 ​ 103 ​ $ 82,669,000 100.0 11,816,751 ​ ​ The following table sets forth information, presented by property type, related to our properties as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Number of ​ Building ​ ​ ​ Percentage of Type of Property ​ ​ ​ States ​ ​ ​ Properties ​ ​ ​ Square Feet ​ ​ ​ 2026 Base Rent ​ 2026 Base Rent Industrial 27 69 ​ 10,389,169 ​ $ 66,896,000 80.9 Retail 15 29 1,177,147 ​ ​ 12,037,000 14.6 Other 5 5 250,435 ​ ​ 3,736,000 4.5 ​ ​ 103 ​ 11,816,751 $ 82,669,000 100.0 ​ 25 Table of Contents Mortgage Debt ​ At December 31, 2025, we had: ​ ● 61 first mortgages secured by 69 of our 103 properties; and ​ ● $522.5 million of mortgage debt outstanding with a weighted average interest rate of 4.88% and a weighted average remaining term to maturity of approximately 5.8 years.
(2) This property is a parking lot which is ground leased to a restaurant. 27 Table of Contents Geographic Concentration As of December 31, 2024, the 100 properties owned by us are located in 31 states.
This property is anticipated to be sold in March 2026. ​ 24 Table of Contents Geographic and Property Type Concentrations ​ As of December 31, 2025, the 103 properties owned by us are located in 30 states.
The following table details, as of December 31, 2024, certain information about our properties (except as otherwise indicated, each property is tenanted by a single tenant): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ Approximate ​ 2025 Contractual ​ ​ ​ ​ 2025 Contractual ​ Square Footage ​ Rental Income Location ​ Type of Property ​ Rental Income ​ of Building per Square Foot Fort Mill, SC ​ Industrial 4.3 ​ 701,595 ​ $ 4.46 Hauppauge, NY ​ Industrial 4.2 ​ 201,614 ​ $ 14.98 Baltimore, MD ​ Industrial 3.5 ​ 367,000 ​ $ 6.87 El Paso, TX ​ Industrial 3.3 ​ 419,821 ​ $ 5.72 Royersford, PA (1) ​ Retail 3.3 ​ 194,600 ​ $ 12.46 Fort Mill, SC ​ Industrial 3.2 ​ 303,188 ​ $ 7.48 Council Bluffs, IA (2) ​ Industrial 3.0 ​ 302,347 ​ $ 7.18 Lebanon, TN ​ Industrial 3.0 ​ 540,200 ​ $ 3.93 Delport, MO (3) ​ Industrial 2.4 ​ 339,094 ​ $ 5.14 Littleton, CO (4) ​ Retail 2.2 ​ 94,166 ​ $ 19.25 Pittston, PA ​ Industrial 2.1 ​ 249,600 ​ $ 5.98 El Paso, TX (5) ​ Retail 2.0 ​ 110,179 ​ $ 13.32 McCalla, AL ​ Industrial 2.0 ​ 294,000 ​ $ 4.80 Brooklyn, NY ​ Office 1.9 ​ 66,000 ​ $ 20.39 Moorestown, NJ ​ Industrial 1.7 ​ 219,881 ​ $ 5.69 Ankeny, IA (3) ​ Industrial 1.7 ​ 208,234 ​ $ 5.92 Lowell, AR ​ Industrial 1.7 ​ 248,370 ​ $ 4.95 Joppa, MD ​ Industrial 1.7 ​ 258,710 ​ $ 4.69 St.
The following table details, as of December 31, 2025, certain information about our properties (except as otherwise indicated, each property is tenanted by a single tenant): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ Building ​ 2026 Base Rent Location ​ Type of Property ​ 2026 Base Rent ​ Square Feet ​ ​ ​ per Square Foot Fort Mill, SC ​ Industrial 3.8 ​ 701,595 ​ $ 4.53 Hauppauge, NY ​ Industrial 3.7 ​ 201,614 ​ $ 15.35 Baltimore, MD ​ Industrial 3.1 ​ 367,000 ​ $ 6.87 El Paso, TX ​ Industrial 3.0 ​ 419,821 ​ $ 5.89 Fort Mill, SC ​ Industrial 2.9 ​ 303,188 ​ $ 7.79 Royersford, PA (1) ​ Retail 2.9 ​ 194,600 ​ $ 12.31 Council Bluffs, IA (2) ​ Industrial 2.7 ​ 302,347 ​ $ 7.36 Lebanon, TN ​ Industrial 2.6 ​ 540,200 ​ $ 3.96 Council Bluffs, IA (3) ​ Industrial 2.4 ​ 236,324 ​ $ 8.30 Delport, MO (3) ​ Industrial 2.2 ​ 339,094 ​ $ 5.43 Theodore, AL (3) ​ Industrial 2.1 ​ 203,571 ​ $ 8.53 Pittston, PA ​ Industrial 1.9 ​ 249,600 ​ $ 6.16 Theodore, AL (3) ​ Industrial 1.9 ​ 168,015 ​ $ 9.14 Blythewood, SC ​ Industrial 1.9 ​ 210,600 ​ $ 7.28 Oakdale, MN ​ Industrial 1.9 ​ 199,919 ​ $ 7.54 El Paso, TX (4) ​ Retail 1.8 ​ 110,179 ​ $ 13.70 McCalla, AL ​ Industrial 1.7 ​ 294,000 ​ $ 4.90 Brooklyn, NY ​ Other 1.6 ​ 66,000 ​ $ 20.39 Moorestown, NJ ​ Industrial 1.6 ​ 219,881 ​ $ 5.81 Ankeny, IA (3) ​ Industrial 1.5 ​ 208,234 ​ $ 6.08 Lowell, AR ​ Industrial 1.5 ​ 248,370 ​ $ 4.95 Englewood, CO ​ Industrial 1.3 ​ 63,882 ​ $ 17.31 Bakersfield, CA ​ Industrial 1.3 ​ 218,116 ​ $ 4.80 Joppa, MD ​ Industrial 1.2 ​ 258,710 ​ $ 3.97 Tucker, GA ​ Other 1.2 ​ 58,800 ​ $ 17.45 Blythewood, SC (3) ​ Industrial 1.2 ​ 177,665 ​ $ 5.77 Pennsburg, PA (3) ​ Industrial 1.2 ​ 291,203 ​ $ 3.50 Wichita, KS ​ Industrial 1.2 ​ 138,000 ​ $ 7.14 Dalton, GA ​ Industrial 1.2 ​ 212,740 ​ $ 4.59 Nashville, TN (2) ​ Industrial 1.2 ​ 99,500 ​ $ 9.53 Huntersville, NC ​ Industrial 1.1 ​ 78,319 ​ $ 11.95 Indianapolis, IN ​ Industrial 1.1 ​ 125,622 ​ $ 7.34 Greenville, SC (2) ​ Industrial 1.1 ​ 142,200 ​ $ 6.35 Greenville, SC (2) ​ Industrial 1.0 ​ 128,000 ​ $ 6.44 Lehigh Acres, FL (3) ​ Industrial 1.0 ​ 103,044 ​ $ 7.88 Ronkonkoma, NY (3) ​ Industrial 0.9 ​ 90,599 ​ $ 8.53 Green Park, MO ​ Industrial 0.9 ​ 119,680 ​ $ 6.02 New Hyde Park, NY ​ Industrial 0.9 ​ 38,000 ​ $ 18.92 Greensboro, NC ​ Other 0.8 ​ 61,213 ​ $ 11.41 Ashland, VA ​ Industrial 0.8 ​ 88,003 ​ $ 7.89 Memphis, TN ​ Industrial 0.8 ​ 224,749 ​ $ 3.00 Louisville, KY ​ Industrial 0.8 ​ 125,370 ​ $ 5.34 Chandler, AZ ​ Industrial 0.8 ​ 62,121 ​ $ 10.65 Sewickley, PA (2) ​ Industrial 0.8 ​ 89,268 ​ $ 7.41 Bensalem, PA (5) ​ Industrial 0.8 ​ 85,663 ​ $ 7.54 Moorestown, NJ ​ Industrial 0.8 ​ 64,000 ​ $ 10.05 Northwood, OH (3) ​ Industrial 0.8 ​ 123,500 ​ $ 5.14 Northwood, OH (6) ​ Industrial 0.7 ​ 126,990 ​ $ 4.86 Omaha, NE ​ Industrial 0.7 ​ 101,584 ​ $ 6.03 22 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ Building ​ 2026 Base Rent Location ​ Type of Property 2026 Base Rent ​ Square Feet ​ per Square Foot Pinellas Park, FL ​ Industrial 0.7 ​ 53,064 ​ $ 11.43 Melville, NY ​ Industrial 0.7 ​ 51,351 ​ $ 11.79 Sewickley, PA (7) ​ Industrial 0.7 ​ 81,520 ​ $ 7.73 Monroe, NC ​ Industrial 0.7 ​ 93,170 ​ $ 6.23 Shakopee, MN ​ Industrial 0.7 ​ 114,000 ​ $ 5.08 Champaign, IL (3) ​ Retail 0.7 ​ 50,940 ​ $ 11.36 Greenville, SC ​ Industrial 0.7 ​ 88,800 ​ $ 6.48 Sewickley, PA ​ Industrial 0.7 ​ 70,449 ​ $ 7.57 Saco, ME ​ Industrial 0.6 ​ 131,400 ​ $ 4.01 Cedar Park, TX ​ Retail 0.6 ​ 50,810 ​ $ 10.00 St.
Removed
(9) This property has three tenants. One tenant, Party City, filed for Chapter 11 bankruptcy protection; as such, contractual rental income excludes $188,000 related to this tenant. (10) This property is ground leased to a multi- unit apartment complex owner/operator.
Added
Base rent per square foot excludes 11,248 square feet of vacant space. (10) This property has four tenants. (11) This property has three tenants. Base rent per square foot excludes 23,210 square feet of vacant space. (12) This property is anticipated to be sold in April 2026.
Removed
As the property has not generated specified levels of positive operating cash flows, the tenant has not been required to pay rent since October 2020. See “ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Challenges and Uncertainties Facing The Vue – Beachwood, Ohio” and Note 6 of our consolidated financial statements.
Added
(13) This property covers two parking lots leased to one tenant at an adjacent property. (14) The tenant’s lease at this property expired in May 2025.
Removed
(11) The tenant’s lease expired January 31, 2024 and we are pursuing the re-lease and/or sale of such property. (12) This property was sold on January 21, 2025. ​ Properties Owned by Joint Ventures As of December 31, 2024, we own a 50% equity interest in two joint ventures that own two properties.
Added
Legal Proceedings. Not applicable. ​ Item 4. Mine Safety Disclosures. Not applicable. ​ Part II Item 5.
Removed
At December 31, 2024, our investment in these joint ventures was approximately $2.1 million and the occupancy rate at these properties, based on square footage, was 100%. Based on the leases in effect at December 31, 2024, we anticipate that our share of the base rent payable in 2025 to our joint ventures is approximately $233,000.
Added
As of February 1, 2026 and after giving effect to the ten industrial properties we acquired in January 2026, we own 113 properties with approximately 12.5 million square feet, including 79 industrial properties with approximately 11.0 million square feet, and we anticipate that our industrial properties will generate approximately 81.6% of our 2026 base rent. ​ General Challenges and Uncertainties ​ In addition to the challenges and uncertainties described under “ Cautionary Note Regarding Forward-Looking Statements ”, and “
Removed
The following table sets forth, as of December 31, 2024, information about the properties owned by these joint ventures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ ​ ​ ​ ​ ​ ​ Base Rent Payable ​ ​ ​ ​ ​ ​ ​ ​ ​ in 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ Contributed by ​ Approximate ​ 2025 ​ ​ Type of ​ the Applicable ​ Square Footage ​ Base Rent Location Property Joint Venture (1) of Building per Square Foot Savannah, GA Retail 85.8 46,058 ​ $ 4.34 Savannah, GA (2) Restaurant 14.2 — ​ — ​ ​ ​ 100.0 46,058 ​ ​ ​ (1) Represents our share of the base rent payable in 2025 with respect to such joint venture property, expressed as a percentage of the aggregate base rent payable in 2025 by all of our joint venture properties.
Removed
Legal Proceedings. Our subsidiary is a defendant in a lawsuit entitled Eastgate LLC, et al. v. OLP Beachwood OH LLC , in the U.S. District Court for the Northern District of Ohio, Eastern Division, with respect to our land parcel in Beachwood, Ohio.
Removed
The plaintiffs own the office building adjacent to our parcel and, among other things, seek to declare as void and unenforceable, deed restrictions prohibiting the use of a portion of their property for multi-family residential purposes. The lawsuit is in the preliminary pleading stage and we believe we have meritorious defenses. See “ Item 7.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Challenges and Uncertainties Facing The Vue – Beachwood, Ohio.” ​ ​ Item 4. Mine Safety Disclosures. Not applicable. ​ 29 Table of Contents Part II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Removed
Issuer Purchases of Equity Securities As of February 28, 2025, we are authorized to repurchase up to $8.1 million of shares of our common stock through, among other things, open-market or privately negotiated transactions. There is no stated expiration date for our stock repurchase program.
Removed
Most of our leases are “net leases” under which the tenant, directly or indirectly, is responsible for paying the real estate taxes, insurance and ordinary maintenance and repairs of the property.
Removed
As of December 31, 2024, we own, in 31 states, 102 properties, including two properties owned by consolidated joint ventures and two properties owned through unconsolidated joint ventures. ​ Challenges and Uncertainties as a Result of the Volatile Economic Environment ​ There is significant economic uncertainty due, among other things, to volatile interest rates, the challenges presented by an inflationary/potential recessionary environment and the proposed policies of the current administration.
Removed
As a result of this uncertainty, volatility and the related causes, we may be cautious in pursuing acquisition opportunities in 2025 and our ability to grow revenue, net income and cash flow through acquisitions may be adversely affected. ​ General Challenges and Uncertainties ​ In addition to the challenges and uncertainties as also described under “ Cautionary Note Regarding Forward-Looking Statements ”, “

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

81 edited+25 added−48 removed112 unchanged
Biggest changeFurther, to the extent our affiliates are unable or unwilling to pursue an acquisition of a multi-family property (including a ground lease of a multi-family property), we may pursue such transaction if it meets our investment objectives. ​ Investment Evaluation ​ In evaluating potential investments, we consider, among other criteria, the following: ● the current and projected cash flow of the property; ● the estimated return on equity to us; ● an evaluation of the property and improvements, given its location and use; ● an evaluation of the credit quality of the tenant; ● alternate uses or tenants for the property; ● local demographics (population and rental trends); ● the purpose for which the property is used ( i.e ., industrial, retail or other); ● the terms of tenant leases, including co-tenancy provisions and the relationship between current rents and market rents; 6 Table of Contents ● the potential to finance and/or refinance the property; ● the projected residual value of the property; ● the ability of a tenant, if a net leased property, or major tenants, if a multi-tenant property, to meet operational needs and lease obligations; ● potential for income and capital appreciation; ● occupancy of and demand for similar properties in the market area; and ● the ability of a tenant and the related property to withstand changing economic conditions and other challenges. ​ Our Tenants The following table sets forth information about our tenants by industry sector as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ ​ Number of ​ Number of ​ 2025 Contractual ​ 2025 Contractual Type of Property ​ Tenants ​ Properties ​ Rental Income (1) ​ Rental Income Industrial 72 ​ 56 ​ $ 52,103,000 72.4 ​ Retail—General 50 ​ 22 ​ 10,254,000 14.2 ​ Retail—Furniture 2 ​ 9 ​ 3,449,000 4.8 ​ Other (2) 4 ​ 3 ​ 1,992,000 2.8 ​ Retail—Office Supply (3) 1 ​ 5 ​ 1,505,000 2.1 ​ Theater 1 ​ 2 ​ 1,177,000 1.6 ​ Health & Fitness 1 ​ 1 ​ 1,026,000 1.4 ​ Restaurant 4 ​ 2 ​ 520,000 0.7 ​ ​ 135 100 ​ $ 72,026,000 100.0 ​ (1) Our 2025 contractual rental income represents, after giving effect to any abatements, concessions, deferrals or adjustments, the base rent payable to us in 2025 through the stated expiration of such leases, under leases in effect at December 31, 2024.
Biggest changeFurther, to the extent our affiliates are unable or unwilling to pursue an acquisition of a multi-family property (including a ground lease of a multi-family property), we may pursue such transaction if it meets our investment objectives. ​ Investment Evaluation ​ In evaluating potential investments, we consider, among other criteria, the following: ● the current and projected cash flow of the property; ● the estimated return on equity to us; ● an evaluation of the property and improvements, given its location and use; ● an evaluation of the credit quality of the tenant; ● alternate uses or tenants for the property; ● local demographics (population and rental trends); ● the purpose for which the property is used; ● the terms of tenant leases, including the relationship between current rents and market rents; ● the potential to finance and/or refinance the property; ● the projected residual value of the property; ● the ability of the tenant to meet operational needs and lease obligations; ● potential for income and capital appreciation; ● occupancy of and demand for similar properties in the market area; and ● the ability of a tenant and the related property to withstand changing economic conditions and other challenges. 5 Table of Contents Our Tenants The following table sets forth information about our tenants by industry sector as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Number of ​ Building ​ ​ ​ ​ Percentage of Type of Property ​ Tenants ​ Properties ​ Square Feet ​ ​ ​ 2026 Base Rent (a) ​ 2026 Base Rent Industrial 98 ​ 69 ​ 10,389,169 ​ $ 66,896,000 80.9 Retail 36 ​ 29 ​ 1,177,147 ​ 12,037,000 14.6 Other (b) 4 ​ 5 ​ 250,435 ​ 3,736,000 4.5 ​ 138 103 ​ 11,816,751 $ 82,669,000 100.0 (a) Our 2026 base rent represents, after giving effect to any abatements, concessions, deferrals or adjustments, the base rent payable to us in 2026 through the stated expiration of such leases, under leases in effect at December 31, 2025.
Under some net leases, we are responsible for structural repairs, including foundation and slab, roof repair or replacement and restoration following a casualty event, and at several properties we are responsible for certain expenses related to the operation and maintenance of the property.
Under some leases, we are responsible for structural repairs, including foundation and slab, roof repair or replacement and restoration following a casualty event, and at several properties we are responsible for certain expenses related to the operation and maintenance of the property.
Callan, Jr., our president and chief executive officer, Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer, Isaac Kalish, our chief financial officer and senior vice president and David W. Kalish, our senior vice president-financial, and other members of senior management to carry out our business and investment strategies. Of the foregoing executive officers, only Messrs.
Callan, Jr., our president and chief executive officer, Lawrence G. Ricketts, Jr., our executive vice president and chief operating officer, Isaac Kalish, our chief financial officer and senior vice president and David W. Kalish, our senior vice president-finance, and other members of senior management to carry out our business and investment strategies. Of the foregoing executive officers, only Messrs.
The loss of the services of any of our senior management or other key personnel, the inability or failure of the members of senior management providing services to us on a part-time basis to devote sufficient time or attention to our activities or our inability to recruit and retain qualified personnel in the future, could impair our ability to carry out our business and investment strategies. 19 Table of Contents Certain provisions of our charter, our Bylaws, as amended, and Maryland law may inhibit a change in control that stockholders consider favorable and could also limit the market price of our common stock.
The loss of the services of any of our senior management or other key personnel, the inability or failure of the members of senior management providing services to us on a part-time basis to devote sufficient time or attention to our activities or our inability to recruit and retain qualified personnel in the future, could impair our ability to carry out our business and investment strategies. 16 Table of Contents Certain provisions of our charter, our Bylaws, as amended, and Maryland law may inhibit a change in control that stockholders consider favorable and could also limit the market price of our common stock.
Moreover, our operating results may fluctuate and vary from period to period due to the risk factors set forth herein. 21 Table of Contents Although our common stock is quoted on the New York Stock Exchange, the volume of trades on any given day has been limited historically, as a result of which stockholders might not have been able to sell or purchase our common stock at the volume, price or time desired.
Moreover, our operating results may fluctuate and vary from period to period due to the risk factors set forth herein. 18 Table of Contents Although our common stock is quoted on the New York Stock Exchange, the volume of trades on any given day has been limited historically, as a result of which stockholders might not have been able to sell or purchase our common stock at the volume, price or time desired.
As of December 31, 2024, we have not been notified by any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations. Other Regulations State and local governmental authorities regulate the use of our properties.
As of December 31, 2025, we have not been notified by any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations. Other Regulations State and local governmental authorities regulate the use of our properties.
You are advised, however, to consult any further disclosures we make in our reports that are filed with or furnished to the SEC. 3 Table of Contents PART I Item 1. Business. ​ General ​ We are a self-administered and self-managed real estate investment trust, also known as a REIT.
You are advised, however, to consult any further disclosures we make in our reports that are filed with or furnished to the SEC. 2 Table of Contents PART I Item 1. Business. ​ General ​ We are a self-administered and self-managed real estate investment trust, also known as a REIT.
If we decide to sell any of our properties, our ability to sell these properties and the prices we receive on their sale may be affected by many factors, including the number of potential buyers, the number of competing properties on the market and other market conditions, as well as whether the property is leased and if it is leased, the terms of the lease.
If we decide to sell any of our properties, our ability to sell these properties and the prices we receive on their sale may be affected by many factors, including the number of potential buyers, the number of competing properties on the market and other market conditions, as well as whether the property is leased and if it is leased, the terms thereof.
If the software does not perform as required (including non-performance resulting from the software vendors’ unwillingness or inability to maintain or upgrade the functionality of the software), our ability to conduct operations would be adversely affected. ​ Item 1B. Unresolved Staff Comments. None. ​ 23 Table of Contents
If the software does not perform as required (including non-performance resulting from the software vendors’ unwillingness or inability to maintain or upgrade the functionality of the software), our ability to conduct operations would be adversely affected. ​ 20 Table of Contents Item 1B. Unresolved Staff Comments. None. ​ ​
He has served as Treasurer of the managing general partner of Gould Investors since 2013 and as its Assistant Treasurer from 2012, as Senior Vice President since 2023, as Vice President and Treasurer of BRT Apartments Corp. since 2013 and 2014, respectively, and as its Assistant Treasurer from 2009 through 2013. He is a certified public accountant. David W. Kalish.
He has served as Treasurer of the managing general partner of Gould Investors since 2013 and as its Assistant Treasurer from 2012, as Senior Vice President since 2024, as Vice President and Treasurer of BRT Apartments Corp. since 2013 and 2014, respectively, and as its Assistant Treasurer from 2009 through 2013. He is a certified public accountant. David W. Kalish.
We generally obtain a Phase I environmental study (which involves inspection without soil sampling 9 Table of Contents or ground water analysis) conducted by independent environmental consultants prior to acquiring a property and, in certain instances, have conducted additional investigations.
We generally obtain a Phase I environmental study (which involves inspection without soil sampling 7 Table of Contents or ground water analysis) conducted by independent environmental consultants prior to acquiring a property and, in certain instances, have conducted additional investigations.
If a material environmental condition does in fact exist, or exists in the future, the remediation costs could have a material adverse impact upon our results of operations, liquidity and financial condition. 18 Table of Contents Compliance with the Americans with Disabilities Act could be costly.
If a material environmental condition does in fact exist, or exists in the future, the remediation costs could have a material adverse impact upon our results of operations, liquidity and financial condition. 15 Table of Contents Compliance with the Americans with Disabilities Act could be costly.
Included in the $3.3 million is $1.4 million for property management services—the amount for the property management services is based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by us from net lease tenants and operating lease tenants, respectively.
Included in the $3.6 million is $1.6 million for property management services—the amount for the property management services is based on 1.5% and 2.0% of the rental payments (including tenant reimbursements) actually received by us from net lease tenants and operating lease tenants, respectively.
The additional tax would reduce significantly our net income and the cash available to pay dividends. 20 Table of Contents We are subject to certain distribution requirements that may result in our having to borrow funds at unfavorable rates.
The additional tax would reduce significantly our net income and the cash available to pay dividends. 17 Table of Contents We are subject to certain distribution requirements that may result in our having to borrow funds at unfavorable rates.
The default, financial distress or bankruptcy of any of these or other significant tenants or such tenant’s determination not to renew or extend their lease, would significantly reduce our revenues, would cause interruptions in the receipt of, or the loss of, a significant amount of rental income and would require us to pay operating expenses (including real estate taxes) currently paid by the tenant.
The default, financial distress or bankruptcy of any of these or other significant tenants or such tenant’s determination not to renew or extend their lease, would significantly reduce our revenues, would cause 10 Table of Contents interruptions in the receipt of, or the loss of, a significant amount of rental income and would require us to pay operating expenses (including real estate taxes) currently paid by the tenant.
As a result, we may be unable to sell our properties for an extended period of time without incurring a loss, which would adversely affect our results of operations, liquidity and financial condition. Uninsured and underinsured losses may affect the revenues generated by, the value of, and the return from a property affected by a casualty or other claim.
As a result, we may be unable to sell our properties for an extended period of time without incurring a loss, which would adversely affect our results of operations, liquidity and financial condition. 14 Table of Contents Uninsured and underinsured losses may affect the revenues generated by, the value of, and the return from a property affected by a casualty or other claim.
Even if we find replacement tenants or renegotiate leases with current tenants, the terms of 12 Table of Contents the new or renegotiated leases, after giving effect to tenant concessions or the cost of required renovations/ reconfigurations may be less favorable than current lease terms and could reduce the amount of cash available to meet expenses and pay dividends.
Even if we find replacement tenants or renegotiate leases with current tenants, the terms of the new or renegotiated leases, after giving effect to tenant concessions or the cost of required renovations/reconfigurations may be less favorable than current lease terms and could reduce the amount of cash available to meet expenses and pay dividends.
These current conditions, or similar conditions existing in the future, may adversely affect our results of operations, financial condition and ability to pay dividends as a result of one or more of the following, among other potential consequences: • the financial condition of our tenants may be adversely affected, which may result in lower rents or tenant defaults; ​ • current or potential tenants may delay or postpone entering into long-term net leases with us; ​ • the ability to borrow on acceptable terms and conditions may be limited or unavailable, which could reduce our ability to pursue acquisitions, dispositions and refinance existing debt, reduce our returns from acquisition and disposition activities, increase our future interest expense and reduce our ability to make cash distributions to our stockholders; • our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions; ​ • the recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of financing; ​ • our line of credit lenders could refuse to fund their financing commitment to us, or could fail, and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and • one or more counterparties to our derivative financial instruments could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments. 22 Table of Contents Breaches of information technology systems could materially harm our business and reputation.
These current conditions, or similar conditions existing in the future, may adversely affect our results of operations, financial condition and ability to pay dividends as a result of one or more of the following, among other potential consequences: ● the financial condition of our tenants may be adversely affected, which may result in lower rents or tenant defaults; ● current or potential tenants may delay or postpone entering into long-term net leases with us; ● the ability to borrow on acceptable terms and conditions may be limited or unavailable, which could reduce our ability to pursue acquisitions, dispositions and refinance existing debt, reduce our returns from acquisition and disposition activities, increase our future interest expense and reduce our ability to make cash distributions to our stockholders; ● our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions; ● the recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of financing; ● our line of credit lenders could refuse to fund their financing commitment to us, or could fail, and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and ● one or more counterparties to our derivative financial instruments could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.
Our competitors include publicly-traded REITs, non-traded REITs, insurance companies, commercial and investment banking firms, private institutional funds, hedge funds, private equity funds and other investors, many of whom have greater financial and other resources 17 Table of Contents than we have. We may not be able to compete successfully for investments.
Our competitors include publicly-traded REITs, non-traded REITs, insurance companies, commercial and investment banking firms, private institutional funds, hedge funds, private equity funds and other investors, many of whom have greater financial and other resources than we have. We may not be able to compete successfully for investments.
Clair has served as Executive Vice President since 2023, as Senior Vice President—Acquisitions from 2019 through 2023, as Vice President from 2014 through 2019, as Assistant Vice President from 2010 through 2014, and has been employed by us since 2006. Mili Mathew. Ms.
Clair has served as Executive Vice President since 2024, as Senior Vice President—Acquisitions from 2019 through 2024, as Vice President from 2014 through 2019, as Assistant Vice President from 2010 through 2014, and has been employed by us since 2006. Mili Mathew. Ms.
Figueroa has served as our Senior Vice President since 2019, as Vice President from 2001 through 2019, as Vice President of BRT Apartments from 2002 through 2019 and as Vice President of the managing general partner of Gould Investors since 1999. Mr. Figueroa is an attorney admitted to practice in New York. 11 Table of Contents Justin Clair. Mr.
Figueroa has served as our Senior Vice President since 2019, as Vice President from 2001 through 2019, as Vice President of BRT Apartments from 2002 through 2019 and as Vice President of the managing general partner of Gould Investors since 1999. Mr. Figueroa is an attorney admitted to practice in New York. Justin Clair. Mr.
Mathew has served as Chief Accounting Officer since 2023, Vice President—Financial, since 2022, as Assistant Vice President—Financial, from 2020 through 2022, and has been employed by us since 2014. Ms. Mathew is a certified public accountant. Alysa Block. Ms. Block has been our Treasurer since 2007 and served as Assistant Treasurer from 1997 to 2007. Ms.
Mathew has served as Chief Accounting Officer since 2024, Vice President—Finance, since 2023, as Assistant Vice President—Financial, from 2020 through 2023, and has been employed by us since 2014. Ms. Mathew is a certified public accountant. Alysa Block. Ms. Block has been our Treasurer since 2007 and served as Assistant Treasurer from 1997 to 2007. Ms.
Mr. Kalish has served since 2023 as our Senior Vice President-Financial, and from 1990 to 2023, as Chief Financial Officer and Senior Vice President. Since 1998, he has served as Senior Vice President, Finance and from 1990 to 1998, as Chief Financial Officer of BRT Apartments.
Mr. Kalish has served since 2024 as our Senior Vice President-Finance, and from 1990 to 2024, as Chief Financial Officer and Senior Vice President. Since 1998, he has served as Senior Vice President, Finance and from 1990 to 1998, as Chief Financial Officer of BRT Apartments.
Louis Park, Minnesota. ​ Our Business Objective ​ Our business objective is to increase stockholder value by: ● identifying opportunistic and strategic property acquisitions consistent with our portfolio and our acquisition strategies; ● monitoring and maintaining our portfolio, and as appropriate, working with tenants to facilitate the continuation or expansion of their tenancies; ● managing our portfolio effectively, including opportunistic and strategic property sales; ● obtaining mortgage indebtedness (including refinancings) on favorable terms, ensuring that the cash flow generated by a property exceeds the debt service thereon and maintaining access to capital to finance property acquisitions; and ● maintaining and, over time, increasing our dividend. 5 Table of Contents Acquisition Strategies ​ We seek to acquire properties throughout the U.S. that have locations, demographics and other investment attributes that we believe to be attractive.
Our Business Objective ​ Our business objective is to increase stockholder value by: ● identifying opportunistic and strategic industrial property acquisitions consistent with our portfolio and our acquisition strategies; ● monitoring and maintaining our portfolio, and as appropriate, working with tenants to facilitate the continuation or expansion of their tenancies; ● managing our portfolio effectively, including opportunistic and strategic property sales; ● obtaining mortgage indebtedness (including refinancings) on favorable terms, ensuring that the cash flow generated by a property exceeds the debt service thereon and maintaining access to capital to finance property acquisitions; and ● maintaining and, over time, increasing our dividend. 4 Table of Contents Acquisition Strategy ​ We seek to acquire industrial properties throughout the U.S. that have locations, demographics and other investment attributes that we believe to be attractive.
We do not pay Majestic Property for property management services with respect to properties managed by third parties. Based on our portfolio of properties at December 31, 2024, we estimate that the property management fee in 2025 will be approximately $1.4 million. We provide a competitive benefits program to help meet the needs of our employees.
We do not pay Majestic Property for property management services with respect to properties managed by third parties. Based on our portfolio of properties at December 31, 2025, we estimate that the property management fee in 2026 will be approximately $1.7 million. We provide a competitive benefits program to help meet the needs of our employees.
Block also served as the Treasurer of BRT Apartments from 2008 through 2013, and as its Assistant Treasurer from 1997 to 2008. ​ ​ Item 1A. Risk Factors. ​ Set forth below is a discussion of certain risks affecting our business.
Block also served as the Treasurer of BRT Apartments from 2008 through 2013, and as its Assistant Treasurer from 1997 to 2008. 9 Table of Contents Item 1A. Risk Factors. ​ Set forth below is a discussion of certain risks affecting our business.
We maintain a website at www.1liberty.com. The reports and other documents that we electronically file with, or furnish to, the SEC pursuant to Section 13 or 15(d) of the Exchange Act can be accessed through this site, free of charge, as soon as reasonably practicable after we electronically file or furnish such reports.
See “ –Recent Developments.” ​ We maintain a website at www.1liberty.com. The reports and other documents that we electronically file with, or furnish to, the SEC pursuant to Section 13 or 15(d) of the Exchange Act can be accessed through this site, free of charge, as soon as reasonably practicable after we electronically file or furnish such reports.
We had, as of December 31, 2024, $425.0 million in mortgage debt outstanding (all of which is non-recourse subject to standard carve- outs). The risks associated with our mortgage debt, include the risks that cash flow from properties securing the indebtedness and our available cash and cash equivalents will be insufficient to meet required payments of principal and interest.
We had, as of December 31, 2025, $522.5 million in mortgage debt outstanding (all of which is non-recourse subject to standard carve- outs). The risks associated with our mortgage debt, include the risks that cash flow from properties securing the indebtedness and our available cash and cash equivalents will be insufficient to meet required payments of principal and interest.
Such adverse conditions may be due to, among other issues, rising inflation and interest rates, volatility in the public equity and debt markets, labor market challenges and international economic and other conditions, including pandemics, geopolitical instability (such as the conflicts in Ukraine and the Middle East), sanctions and other conditions beyond our control.
Such adverse conditions may be due to, among other issues, rising inflation and interest rates, volatility in the public equity and debt markets, labor market challenges and international economic and other conditions, including pandemics, geopolitical instability, sanctions and other conditions beyond our control.
In 2024, pursuant to the compensation and services agreement, we paid Majestic Property approximately $3.3 million for the Services plus $336,000 for our share of all direct office expenses, including rent, telephone, postage, computer services, internet usage and supplies.
In 2025, pursuant to the compensation and services agreement, we paid Majestic Property approximately $3.6 million for the Services plus $350,000 for our share of all direct office expenses, including rent, telephone, postage, computer services, internet usage and supplies.
At December 31, 2024, Gould Investors beneficially owns approximately 10.6% of our outstanding common stock and certain of our senior executive officers are also executive officers of the managing general partner of Gould Investors.
At December 31, 2025, Gould Investors beneficially owns approximately 10.5% of our outstanding common stock and certain of our senior executive officers are also executive officers of the managing general partner of Gould Investors.
Such write-offs result in a reduction of our net income, total assets and stockholders’ equity and in certain circumstances may result in the breach of our financial covenants under the credit facility. 13 Table of Contents Declines in the value of our properties could result in impairment charges.
Such write-offs result in a reduction of our net income, total assets and stockholders’ equity and in certain circumstances may result in the breach of our financial covenants under the credit facility. Declines in the value of our properties could result in impairment losses.
The business history of our executive officers, who are also directors, will be provided in our proxy statement to be filed with the SEC not later than April 30, 2025: ​ NAME AGE POSITION WITH THE COMPANY Matthew J. Gould* ​ 65 ​ Chairman of the Board Fredric H. Gould* ​ 89 ​ Vice Chairman of the Board Patrick J.
The business history of our executive officers, who are also directors, will be provided in our proxy statement to be filed with the SEC not later than April 30, 2026: ​ NAME ​ ​ ​ AGE ​ ​ ​ POSITION WITH THE COMPANY Matthew J. Gould* ​ 66 ​ Chairman of the Board Fredric H.
In addition, increasing interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to dispose of assets on more favorable terms. Interest rates have been volatile as the interest rate on the ten- year treasury notes ranged from 1.51% to 5.02% during the three years ended December 31, 2024.
In addition, increasing interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to dispose of assets on more favorable terms. 12 Table of Contents Interest rates have been volatile as the interest rate on the ten- year treasury notes ranged from 3.26% to 5.02% during the three years ended December 31, 2025.
At the same time, we would remain responsible for the payment of the mortgage obligations with respect to the related properties, would become responsible for the operating expenses ( e.g ., real estate taxes, maintenance and insurance) related to these properties, and, in the event of tenant defaults, would incur expenses in enforcing our rights as landlord.
At the same time, we would remain responsible (and with respect to single tenant properties ( i.e ., properties at which such tenant is the sole lessee) solely responsible), for the payment of the mortgage obligations with respect to the related properties, would become responsible for the operating expenses ( e.g ., real estate taxes, maintenance and insurance) related to these properties, and, in the event of tenant defaults, would incur expenses in enforcing our rights as landlord.
In 2024 we paid, and in 2025 we anticipate paying, Majestic Property, (i) a fee of $3.3 million and $3.4 million, respectively, and (ii) $336,000 and $350,000, respectively, for our share of all direct office expenses, including rent, telephone, postage, computer services, supplies, and internet usage.
In 2025 we paid, and in 2026 we anticipate paying, Majestic Property, (i) a fee of $3.6 million and $3.8 million, respectively, and (ii) $350,000 and $368,000, respectively, for our share of all direct office expenses, including rent, telephone, postage, computer services, supplies, and internet usage.
Most of our tenants obtain, for our benefit, comprehensive insurance covering our properties in amounts that are intended to be sufficient to provide for the replacement of the improvements at each property.
Generally, our tenants’ are required to obtain, for our benefit, comprehensive insurance covering our properties in amounts that are intended to be sufficient to provide for the replacement of the improvements at each property.
The weighted average remaining term of our leases was 5.0 years, 5.5 years and 5.9 years at December 31, 2024, 2023 and 2022, respectively.
At December 31, 2025, 2024 and 2023, the weighted average remaining term of our leases was 4.4 years, 5.0 years and 5.5 years, respectively.
We have been, and will continue to be, subject to significant competition and we may not be able to compete successfully for investments. We have been, and will continue to face, significant competition for attractive investment opportunities, and in particular, opportunities to acquire industrial properties.
We have been, and will continue to be, subject to significant competition and we may not be able to compete successfully for investments. We have faced, and will continue to face, significant competition for opportunities to acquire industrial properties.
We collect and retain on information technology systems, certain financial, personal and other sensitive information provided by third parties, including tenants, vendors, employees and joint venture partners. We also rely on information technology systems for the collection and distribution of funds.
Breaches of information technology systems could materially harm our business and reputation. We collect and retain on information technology systems, certain financial, personal and other sensitive information provided by third parties, including tenants, vendors, employees and joint venture partners. We also rely on information technology systems for the collection and distribution of funds.
Approximately 72.4 % and 21.1 % of our 2025 contractual rental income is derived from industrial and retail tenants, respectively, and we are vulnerable to economic declines that negatively impact these sectors of the economy, which would have an adverse effect on our results of operations, liquidity and financial condition . ​ Write-offs of unbilled rent receivables and intangible lease assets will reduce our net income, total assets and stockholders’ equity and may result in breaches of financial covenants under our credit facility.
Approximately 80.9 % and 14.6 % of our 2026 base rent is derived from industrial and retail tenants, respectively, and we are vulnerable to economic declines that negatively impact these sectors of the economy, which would have an adverse effect on our results of operations, liquidity and financial condition . ​ Write-offs of unbilled rent receivables and intangible lease assets will reduce our net income, total assets and stockholders’ equity and may result in breaches of financial covenants under our credit facility.
If we are unable to re-rent properties on favorable terms with respect to properties at which tenants default on their rent obligation or do not renew their leases at lease expiration, our results of operations, cash flow and financial condition will be adversely affected. Approximately 21.1% of our 2025 contractual rental income is derived from five tenants.
If we are unable to re-rent properties on favorable terms with respect to properties at which tenants do not renew their leases at lease expiration or default on their rent obligation, and our results of operations, cash flow and financial condition will be adversely affected. Approximately 21.7% of our 2026 base rent is derived from six tenants.
We can provide no assurance that we will be able to compete successfully in the commercial real estate industry. Regulation Environmental Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property.
We can provide no assurance that we will be able to compete successfully in acquiring or leasing industrial properties. Regulation Environmental Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property.
We also obtain our property insurance in conjunction with Gould Investors, an affiliated entity, and in 2024, reimbursed Gould Investors $1.2 million for our share of the insurance premiums paid by Gould Investors.
We also obtain our property insurance in conjunction with Gould Investors, an affiliated entity, and in 2025, reimbursed Gould Investors $3.0 million for our share of the insurance premiums paid by Gould Investors.
In addition to salaries, the program includes annual cash bonuses, stock awards, contributions to a pension plan, healthcare and insurance benefits, health savings accounts, paid time off and family leave. Employees are offered great flexibility to meet personal and family needs and regular opportunities to participate in professional development programs.
In addition to salaries, the program includes annual cash bonuses, stock awards, contributions to a pension plan, healthcare and insurance benefits, health savings accounts, paid time off and family leave. Employees are given regular opportunities to participate in professional development programs, and we work with our employees to help them meet their personal and family needs.
Generally, we sold these properties due to one or more of the following considerations: our belief that such property had achieved its maximum potential value; our concern with respect to the long-term prospects for the tenant or the geographic sub-market; or our concern in our ability, on acceptable terms, to refinance the property’s mortgage debt or re-lease the property.
Generally, we sold these properties due to one or more of the following considerations: our belief that such property had achieved its maximum potential value; our concern with respect to the long-term prospects for the tenant or the geographic sub-market; our concern in our ability, on acceptable terms, to refinance the property’s mortgage debt or re-lease the property; or in furtherance of our efforts to decrease the number of our non-industrial properties and recycle the net proceeds therefrom such sales to expand our industrial portfolio.
(2) Excludes an aggregate of 83,569 square feet of vacant space. ​ 8 Table of Contents Financing, Re-Renting and Disposition of Our Properties Our credit facility provides us with a source of funds that is used to acquire properties, payoff existing mortgages, and to a more limited extent, invest in joint ventures, improve properties and for working capital purposes.
(b) Excludes an aggregate of 176,312 square feet of vacant space. 6 Table of Contents Financing, Re-Renting and Disposition of Our Properties Our credit facility, which expires on December 31, 2026, provides us with a source of funds that is used to acquire properties, payoff existing mortgages, and to a more limited extent, invest in joint ventures, improve properties and for working capital purposes.
Our portfolio of properties is concentrated in the industrial and retail real estate sectors, and our business would be adversely affected by an economic downturn in either of such sectors.
Our portfolio of properties is concentrated in the industrial and, to a lesser extent, the retail sector, and our business would be adversely affected by an economic downturn in such sectors.
We may also have to decide whether we should refinance or pay off a mortgage on a property at which the mortgage matures prior to lease expiration and the tenant may not renew the lease.
We may find that the value of a property could be less than the mortgage secured by such property. We may also have to decide whether we should refinance or pay off a mortgage on a property at which the mortgage matures prior to lease expiration and the tenant may not renew the lease.
FedEx, Northern Tool, NARDA Holdings, Inc., Havertys and Ferguson account for approximately 5.2%, 4.3%, 4.2%, 3.9% and 3.5%, respectively, of our 2025 contractual rental income, and the weighted average remaining lease term for such tenants is 2.7 years, 4.3 years, 8.7 years, 3.7 years and 2.6 years, respectively.
FedEx, Northern Tool, NARDA Holdings, Inc., Havertys, Ferguson and Toro Company account for approximately 5.0%, 3.8%, 3.7%, 3.1%, 3.1% and 3.0%, respectively, of our 2026 base rent, and the weighted average remaining lease term for such tenants is 2.2 years, 3.3 years, 7.7 years, 3.0 years, 1.6 years and 3.0 years, respectively.
These filings are also available on the SEC’s website at www.sec.gov. The information on our website is not part of this report. 2024 and Recent Developments ​ In 2024: ​ ● we acquired three industrial properties for an aggregate purchase price of $44.7 million.
These filings are also available on the SEC’s website at www.sec.gov. The information on our website is not part of this report. ​ 2025 Activities ​ In 2025, we: ​ ● acquired 13 industrial properties for an aggregate purchase price of $188.8 million, including $112.3 million in mortgage debt.
Competitors include traded and non-traded public REITs, private equity firms, institutional investment funds, insurance companies and private individuals, many of which have greater financial and other resources than we have, and the ability or willingness to accept more risk than we believe appropriate for us.
Competition The market for industrial properties in the United States is highly competitive; we compete to acquire industrial properties with, among others, traded and non-traded public REITs, private equity firms, institutional investment funds, insurance companies and private individuals, many of whom have greater financial and other resources than we have, and the ability or willingness to accept more risk than we believe appropriate for us.
Human Capital Resources As of December 31, 2024, we had ten full-time employees (including five full-time executive officers), who devote substantially all of their business time to our activities.
Human Capital Resources As of December 31, 2025, we had nine full-time employees, including five full-time executive officers, and two employees who devote between 50% to 75% of their time to our activities.
The disposition of our properties at below our carrying value would adversely affect our net income, reduce our stockholders’ equity and adversely affect our ability to pay dividends. Certain of our leases require us to pay property related expenses that are not the obligations of our tenants.
The disposition of our properties at below our carrying value would adversely affect our net income, reduce our stockholders’ equity and adversely affect our ability to pay dividends.
The concentration of our properties in certain states makes our revenues and the value of our portfolio vulnerable to adverse changes in local economic conditions. Approximately 46.9% of our 2025 contractual rental income is derived from properties located in six states — South Carolina (11.7%), New York (9.5%), Texas (7.9%), Pennsylvania (7.9%), Maryland (5.2%) and Iowa (4.7%).
The concentration of our properties in certain states makes our revenues and the value of our portfolio vulnerable to adverse changes in local economic conditions. Approximately 51.5% of our 2026 base rent is derived from properties located in six states — South Carolina (12.8%), Pennsylvania (10.8%), New York (8.5%), Texas (7.1%), Iowa (6.6%) and Alabama (5.7%).
From 2025 through 2030, the following leases expire: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ ​ Number of ​ 2025 Contractual ​ 2025 Contractual Leases Expiring December 31, ​ Leases ​ Rental Income ​ Rental Income 2025 - 2027 (1) ​ 57 ​ $ 21,976,000 ​ 30.5 2028 - 2030 ​ 58 ​ ​ 28,595,000 ​ 39.7 (1) Eight leases accounting for 2.1% of contractual rental income expire in 2025, and we believe or have been advised that tenants with respect to $560,000 of 2025 contractual rental income intend to allow their leases to expire. ​ If our tenants, and in particular, our significant tenants, (i) do not renew their leases upon lease expiration, (ii) default on their obligations or (iii) seek rent relief, lease renegotiation or other accommodations, our revenues would decline and, in certain cases, co-tenancy provisions ( i.e., a tenant’s right to reduce their rent or terminate their lease if certain key tenants vacate a property) may be triggered possibly allowing other tenants at the same property to reduce their rental payments or terminate their leases.
As of December 31, 2025, the following leases expire during the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ Percentage of Leases Expiring December 31, ​ Leases ​ 2026 Base Rent ​ 2026 Base Rent 2026 (a) ​ 12 ​ $ 2,567,000 ​ 3.1 2027 ​ 34 ​ ​ 15,141,000 ​ 18.3 2028 ​ 24 ​ ​ 13,228,000 ​ 16.0 2029 ​ 20 ​ ​ 11,792,000 ​ 14.3 2030 ​ 25 ​ ​ 12,606,000 ​ 15.2 2031 ​ 15 ​ ​ 9,160,000 ​ 11.1 (a) We believe or have been advised that tenants with respect to three leases, or $553,000 of 2026 base rent, intend to allow their leases to expire. ​ If our tenants, and in particular, our significant tenants, (i) do not renew their leases upon lease expiration, (ii) default on their obligations or (iii) seek rent relief, lease renegotiation or other accommodations, our revenues would decline and, in certain cases, co-tenancy provisions ( i.e., a tenant’s right to reduce their rent or terminate their lease if certain key tenants vacate a property) may be triggered possibly allowing other tenants at the same property to reduce their rental payments or terminate their leases.
Kalish has served as our Chief Financial Officer since 2023 as Senior Vice President since 2022 and as Vice President from 2013 through 2022.
Ricketts has been our Chief Operating Officer since 2008, Executive Vice President since 2006 and served as Vice President from 1999 through 2006. Isaac Kalish. Mr. Kalish has served as our Chief Financial Officer since 2024 as Senior Vice President since 2023 and as Vice President from 2013 through 2023.
Impairment charges reduce our net income and stockholder’s equity. Our ability to fully control the maintenance of our net-leased properties may be limited. The tenants of our net-leased properties are responsible for maintenance and other day-to-day management of the properties.
Impairment losses, such as the impairment losses of $4.6 million and $1.1 million we recognized in 2025 and 2024, respectively, reduce our total assets, stockholder’s equity and net income. Our ability to fully control the maintenance of our properties may be limited. Generally, the tenants are responsible for maintenance and other day-to-day management of the properties.
At December 31, 2024, the aggregate of our unbilled rent receivable and intangible lease assets is $30.6 million (including $13.6 million of intangible lease assets): five tenants ( i.e., NARDA Holdings, Inc., Northern Tool, Famous Footwear, The Lion Brewery, and Q.E.P. Co., Inc.) account for 30.2% of such sum.
At December 31, 2025, the aggregate of our unbilled rent receivable and intangible lease assets is $42.8 million (including $25.5 million of intangible lease assets): six tenants ( i.e., NARDA Holdings, Inc., Superior Third Party Logistics, Inc., The Lion Brewery, Charter Next Generation, Inc., Northern Tool, and Famous Footwear) account for 27.5% of such sum.
We are dependent on third party software for our financial reporting processes and systems. We are dependent on third party software, and in particular, Yardi’s property management software, for generating tenant invoices, collecting receivables, paying payables and preparing financial reports.
Further, the impact of a widespread public health emergency may have the effect of exacerbating many of the other risks described in this Annual Report. ​ We are dependent on third party software for our financial reporting processes and systems. ​ We are dependent on third party software, and in particular, Yardi’s property management software, for generating tenant invoices, collecting receivables, paying payables and preparing financial reports.
If we are unsuccessful in refinancing or extending existing mortgage indebtedness or financing unencumbered properties, selling properties on favorable terms or raising additional equity, our cash flow will be insufficient to repay all maturing mortgage debt when payments become due, and we may be forced to dispose of properties on disadvantageous terms or convey properties secured by mortgages to the mortgagees, which would lower our revenues and the value of our portfolio. 14 Table of Contents We may find that the value of a property could be less than the mortgage secured by such property.
Our cash flow from operations will be insufficient to repay all maturing mortgage debt when payments become due, and we may be forced to dispose of properties on disadvantageous terms or convey properties secured by mortgages to the mortgagees, which would lower our revenues and the value of our portfolio.
Failure to hedge effectively against interest rate risk could adversely affect our results of operations and financial condition. Because REIT stocks are often perceived as high- yield investments, investors may perceive less relative benefit to owning REIT stocks as interest rates and the yield on government treasuries and other bonds increase or are especially volatile.
Because REIT stocks are often perceived as high- yield investments, investors may perceive less relative benefit to owning REIT stocks as interest rates and the yield on government treasuries and other bonds increase or are especially volatile. Accordingly, increases and volatility in interest rates may reduce the amount investors are willing to pay for our common stock.
Leases representing 71.9% of our 2025 contractual rental income provide for either periodic contractual rent increases or a rent increase based on the consumer price index. Some leases provide for minimum rents supplemented by additional payments based on sales derived from the property subject to the lease ( i.e ., percentage rent).
Many of our leases provide for periodic contractual rent increases, rent increases based on the consumer price index or for additional payments based on sales derived from the property subject to the lease ( i.e ., percentage rent). Our leases generally provide the tenant with one or more renewal options.
A foreclosure or other forced disposition of our assets could result in the disposition of such assets at below such assets’ carrying values.
A foreclosure or other forced disposition of our assets could result in the disposition of such assets at below such assets’ carrying values. The disposition of our properties or assets at below their carrying values may adversely affect our net income, reduce our stockholders’ equity and adversely affect our ability to pay dividends.
Any loss of this information or unauthorized distribution of funds as a result of a cybersecurity attack may result in loss of funds to which we are entitled, legal liability and costs (including damages and penalties), as well as damage to our reputation, that could materially and adversely affect our business.
Any loss of this information or unauthorized distribution of funds as a result of a cybersecurity attack may result in loss of funds to which we are entitled, legal liability and costs (including damages and penalties), as well as damage to our reputation, that could materially and adversely affect our business. 19 Table of Contents Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predict. ​ The use of artificial intelligence (“AI”) by us and others, and the overall adoption of AI throughout society, may exacerbate or create new and unpredictable competitive, operational, legal and regulatory risks to our business.
The disposition of our properties or assets at below their carrying values may adversely affect our net income, reduce our stockholders’ equity and adversely affect our ability to pay dividends. 16 Table of Contents Risks Related to Real Estate Investments Our revenues and the value of our portfolio are affected by a number of factors that affect investments in leased real estate generally.
Risks Related to Real Estate Investments Our revenues and the value of our portfolio are affected by a number of factors that affect investments in leased real estate generally. We are subject to the general risks of investing in leased real estate.
Four of the Office Depot leases contain cross-default provisions. 7 Table of Contents Our Leases ​ Most of our leases are net leases under which the tenant, in addition to its rental obligation, typically is responsible, directly or indirectly, for expenses attributable to the operation of the property, such as real estate taxes and assessments, insurance and ordinary maintenance and repairs.
Our Leases Under most of our leases the tenant, in addition to its rental obligation, is generally (i) responsible, directly or indirectly, for expenses attributable to the operation of the property, such as real estate taxes and assessments, insurance and ordinary maintenance and repairs, (ii) responsible for maintaining the property and, following a casualty or partial condemnation, for restoring the property, (iii) obligated to indemnify us for claims arising with respect to the property, and (iv) responsible for maintaining insurance coverage for the property and naming us an additional insured.
Callan, Jr. ​ 62 ​ President, Chief Executive Officer and Director Lawrence G. Ricketts, Jr. ​ 48 ​ Executive Vice President and Chief Operating Officer Jeffrey A. Gould* ​ 59 ​ Senior Vice President and Director Isaac Kalish** ​ 49 ​ Senior Vice President and Chief Financial Officer David W. Kalish** ​ 77 ​ Senior Vice President—Financial Mark H.
Gould* ​ 90 ​ Vice Chairman of the Board Patrick J. Callan, Jr. ​ 63 ​ President, Chief Executive Officer and Director Lawrence G. Ricketts, Jr. ​ 49 ​ Executive Vice President and Chief Operating Officer Jeffrey A.
We may be adversely affected if we are unable to maintain a satisfactory working relationship with these joint venture partners or if any of these partners becomes financially distressed. Regulatory and Tax Risks Compliance with environmental regulations and associated costs could adversely affect our results of operations and liquidity.
Regulatory and Tax Risks Compliance with environmental regulations and associated costs could adversely affect our results of operations and liquidity.
The following table sets forth, as of December 31, 2024, the principal balance of the mortgage payments due at maturity on our properties and the weighted average interest rate thereon (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ Principal ​ ​ ​ Balances ​ Weighted Average ​ ​ Due at ​ Interest Rate Year ​ Maturity ​ Percentage 2025 ​ $ 22,458 ​ 4.17 2026 ​ 18,461 ​ 3.91 2027 ​ 38,525 ​ 3.64 2028 ​ 30,155 ​ 4.64 2029 ​ 79,386 ​ 4.41 2030 and thereafter ​ 159,172 ​ 5.02 We manage a substantial portion of our exposure to interest rate risk by accessing debt with staggered maturities, obtaining fixed rate mortgage debt and by fixing the interest rate on substantially all of our variable rate debt through the use of interest rate swap agreements.
The following table sets forth, as of December 31, 2025, the principal balance of the mortgage payments due at maturity on our properties and the weighted average interest rate thereon (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal ​ ​ ​ ​ ​ ​ Balances ​ Weighted Average ​ ​ Due at ​ Interest Rate Year ​ Maturity ​ Percentage 2026 ​ $ 17,767 ​ 3.93 2027 ​ 38,525 ​ 3.64 2028 ​ 30,155 ​ 4.64 2029 ​ 79,386 ​ 4.41 2030 ​ 71,429 ​ 5.43 2031 and thereafter ​ 215,245 ​ 5.32 If we are required to refinance mortgage debt that matures over the next several years at higher interest rates than such mortgage debt currently bears, our net income will decline and the funds available for dividends will be reduced.
(2) Includes an office property located in Brooklyn, New York, leased to one tenant and that accounts for $1.3 million, or 1.9%, of 2025 contractual rental income. (3) Includes five properties which are net leased to Office Depot pursuant to five separate leases.
(b) Includes an office property (located in Brooklyn, New York, leased to one tenant which accounts for $1.3 million, or 1.6%, of 2026 base rent), two theaters, a health and fitness center and a restaurant.
Gould are Fredric H. Gould’s sons. ** Isaac Kalish is David W. Kalish’s son. ​ Lawrence G. Ricketts, Jr. Mr. Ricketts has been our Chief Operating Officer since 2008, Executive Vice President since 2006 and served as Vice President from 1999 through 2006. Isaac Kalish. Mr.
Figueroa ​ 58 ​ Senior Vice President Justin Clair ​ 43 ​ Executive Vice President Mili Mathew ​ 42 ​ Vice President—Finance and Chief Accounting Officer Alysa Block ​ 65 ​ Treasurer * Matthew J. Gould and Jeffrey A. Gould are Fredric H. Gould’s sons. ** Isaac Kalish is David W. Kalish’s son. ​ Lawrence G. Ricketts, Jr. Mr.
Most of our employees have a long tenure with us, which we believe is indicative of our employees’ satisfaction with the work environment we provide.
Most of our employees have a long tenure with us, which we believe is indicative of their satisfaction with our work environment. ​ 8 Table of Contents Information about our Executive Officers ​ Set forth below is a list of our executive officers whose terms expire at our 2026 annual board of directors’ meeting.
Our efforts to find replacement tenants may be challenged as there are a limited number of tenants interested in certain types of properties, such as our theaters ( i.e., Regal Cinemas) and a health and fitness center ( i.e., LA Fitness) which account in the aggregate for $2.2 million, or 3.0%, of 2025 contractual rental income and the cost of reconfiguring such properties to make them more attractive to a broader set of potential tenants may be prohibitive.
We may find it difficult to find replacement tenants, especially with respect to properties that have unusual configurations, such as our theaters ( i.e., Regal Cinemas) and a health and fitness center ( i.e., LA Fitness) which account in the aggregate for $2.2 million, or 2.7%, of 2026 base rent.
From 2025 through 2029, approximately $189.0 million of our mortgage debt matures.
From 2026 through 2030, approximately $237.3 million of mortgage debt outstanding as of December 31, 2025, matures.
These properties account for $3.0 million, or 4.1%, of our 2025 contractual rental income. ​ ● we sold 11 properties ( i.e., six retail, two industrial, two health and fitness, and one restaurant) and one parcel at a multi-tenant retail property, for an aggregate net sales proceeds of $38.2 million and an aggregate net gain on sale of real estate of $18.0 million.
These properties account for $12.5 million, or 15.1%, of our 2026 base rent and we anticipate that in 2026, these properties will generate $13.3 million of rental income (excluding tenant reimbursements), $8.4 million of depreciation and amortization expense and $6.5 million of interest expense. ● sold ten properties ( i.e., seven retail, a restaurant, a veterinary hospital and a property ground leased to a multi-unit apartment complex owner/operator) for an aggregate net sales proceeds of $58.9 million and an aggregate net gain on sale of real estate of $18.7 million.
These 102 properties are located in 31 states and have an aggregate of approximately 10.9 million square feet (including an aggregate of approximately 46,000 ­square feet at properties owned by our joint ventures). ​ As of December 31, 2024: ● our 2025 contractual rental income (as described in “— Our Tenants ”) is $72.0 million; ● the occupancy rate of our properties is 99.2% based on square footage; ● the weighted average remaining term of our mortgage debt is 6.1 years and the weighted average interest rate thereon is 4.56%; and ● the weighted average remaining term of the leases generating our 2025 contractual rental income is five years.
We acquire, own and manage a geographically diversified portfolio consisting primarily of industrial properties. ​ As of December 31, 2025: ● we own 103 properties with an aggregate of approximately 11.8 million square feet and located in 30 states; ● our 2026 base rent (as described in “— Our Tenants ”) is $82.7 million; ● the occupancy rate of our properties is 98.5% based on square footage; ● the weighted average remaining term of our $522.5 million mortgage debt is 5.8 years and the weighted average interest rate thereon is 4.88%; and ● the weighted average remaining term of the leases generating our 2026 base rent is 4.4 years. ​ As of February 1, 2026 and after giving effect to the ten industrial properties we acquired in January 2026, we own 113 properties with approximately 12.5 million square feet, including 79 industrial properties with approximately 11.0 million square feet, and we anticipate that our industrial properties will generate approximately 81.6% of our 2026 base rent.
While our leases generally provide for recourse against the tenant in these instances, a bankrupt or financially-troubled tenant may be more likely to defer maintenance, and it may be more difficult to enforce remedies against such a tenant.
Although our leases generally provide for recourse against the tenant for failure to maintain the property, a bankrupt or financially-troubled tenant may be more likely to defer maintenance, and it may be difficult to recover the cost of such repairs from such a tenant. 11 Table of Contents Traditional retail tenants account for 14.6% of our 2026 base rent and the competition that such tenants face from e-commerce retail sales could adversely affect our business.
Approximately 21.1% of our 2025 contractual rental income is derived from retail tenants, including 4.8% from tenants engaged in selling furniture ( i.e ., Havertys Furniture accounts for 3.9% of 2025 contractual rental income) and 2.1% from a tenant engaged in selling office supplies ( i.e ., Office Depot, a tenant at five properties, two of which are currently closed but for which the tenant continues to pay rent and the lease expires in May 2025).
Approximately 14.6% of our 2026 base rent is derived from retail tenants, including 3.8% from tenants engaged in selling furniture ( i.e ., Havertys Furniture accounts for 3.1% of 2026 base rent).
Sale ● sold, on January 21, 2025, a restaurant property located in Concord, North Carolina (the “Concord Sale”) for $3.3 million and generated net proceeds of $3.1 million. This property accounted for $211,000 and $209,000 of rental income, net, $54,000 and $51,000 of depreciation and amortization expense, and $36,000 and $56,000 of mortgage interest expense for 2024 and 2023, respectively.
This property accounted for $192,000 and $460,000 of rental income, net, $93,000 and $93,000 of depreciation and amortization expense, and $45,000 and $110,000 of mortgage interest expense for 2025 and 2024, respectively. ● January 2026, to sell a retail property located in Newport News, Virginia for $4.2 million.

… 74 more changes not shown on this page.

Other OLP 10-K year-over-year comparisons