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What changed in Terreno Realty Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Terreno Realty Corp'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.

+324 added−298 removedSource: 10-K (2026-02-04) vs 10-K (2025-02-05)

Top changes in Terreno Realty Corp's 2025 10-K

324 paragraphs added · 298 removed · 258 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

98 edited+18 added−11 removed84 unchanged
Biggest changeLocation Encumbrances Land Buildings & Improvements Land Buildings & Improvements Total Accumulated Depreciation Year Acquired Year Constructed Hotchkiss 1 Fremont, CA — 4,163 3,152 1,259 4,163 4,411 8,574 792 2017 1997 Hotchkiss II 1 Fremont, CA — 3,042 3,081 586 3,042 3,667 6,709 694 2018 1997 Merced 4 San Leandro, CA — 25,621 9,318 7,597 25,621 16,915 42,536 3,177 2018 1958 Michele 1 South San Francisco, CA — 2,710 2,540 792 2,710 3,332 6,042 812 2016 1979 Minnesota and Tennessee 2 San Francisco, CA — 34,738 13,141 3,872 34,738 17,013 51,751 2,440 2019 1963 Morton 4 Newark, CA — 65,640 115,039 514 65,640 115,553 181,193 5,412 2023 2020 Old Bayshore — San Jose, CA — 10,244 1,609 415 10,244 2,024 12,268 353 2020 1955 San Clemente 1 Hayward, CA — 5,126 3,938 1,186 5,126 5,124 10,250 883 2018 1982 Teagarden 5 San Leandro, CA — 19,172 15,221 733 19,172 15,954 35,126 1,153 2022 1970/1972 Starlite 1 South San Francisco, CA — 3,738 144 2,373 3,738 2,517 6,255 238 2020 1966 & 1972 West 140th 2 San Leandro, CA — 9,578 6,297 4,572 9,578 10,869 20,447 2,699 2016 1959 Whitney 3 San Leandro, CA — 13,821 9,016 2,723 13,821 11,739 25,560 2,541 2018 1974 Wicks 1 San Leandro, CA — 2,224 298 114 2,224 412 2,636 104 2018 1976 Central Pacific Business Park I 1 Union City, CA — 6,629 11,088 1,790 6,629 12,878 19,507 3,913 2014 1989 Central Pacific Business Park II 4 Union City, CA — 13,642 23,658 7,980 13,642 31,638 45,280 10,852 2015 2015 Seattle 1st Ave 2 Seattle, WA — 29,441 30,537 8,942 29,441 39,479 68,920 5,497 2018 1937 & 1967 13045 SE 32nd Street 1 Bellevue, WA — 5,982 536 886 5,982 1,422 7,404 51 2024 1979 33rd Place 2 Bellevue, WA — 10,655 3,930 144 10,655 4,074 14,729 355 2022 1968-2009 6th Ave South 1 Seattle, WA — 7,215 8,670 480 7,215 9,150 16,365 1,446 2020 1960 68th Kent 2 Kent, WA — 7,465 2,263 210 7,465 2,473 9,938 261 2021 1976 84th Kent — Kent, WA — 4,552 136 310 4,552 446 4,998 187 2020 1963 & 2000 117th Place NE 1 Kirkland, WA — 23,846 9,842 1,329 23,846 11,171 35,017 1,226 2021 1978 917 Valley 1 Puyallup, WA — 2,203 4,551 373 2,203 4,924 7,127 787 2019 2006 3401 Lind 1 Renton, WA — 2,999 6,707 1,451 2,999 8,158 11,157 2,386 2014 1984/2012 4225 2nd Avenue 1 Seattle, WA — 4,236 4,049 2,283 4,236 6,332 10,568 1,877 2015 1957 4930 3rd Avenue South 1 Seattle, WA — 3,984 2,424 1,202 3,984 3,626 7,610 1,098 2016 1964 12119 East Marginal — Tukwila, WA — 4,950 1,740 — 4,950 1,740 6,690 198 2020 1996 17600 West Valley Highway 1 Tukwila, WA — 3,361 5,260 1,916 3,361 7,176 10,537 2,925 2012 1986 Auburn 400 1 Auburn, WA — 4,415 5,234 1,194 4,415 6,428 10,843 1,084 2019 2000 Auburn 1307 1 Auburn, WA — 4,253 5,034 743 4,253 5,777 10,030 1,859 2014 2002 Dawson 1 Seattle, WA — 3,902 278 654 3,902 932 4,834 330 2017 1964 East Valley 1 Renton, WA — 2,693 2,959 381 2,693 3,340 6,033 621 2018 1991 East Marginal — Renton, WA — 2,618 380 198 2,618 578 3,196 170 2019 1991 Hudson 1 Seattle, WA — 4,471 912 323 4,471 1,235 5,706 204 2020 2006 5 Table of Contents Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount Carried at December 31, 2024 Property Name No. of Bldgs.
Biggest changeLocation Encumbrances Land Buildings & Improvements Land Buildings & Improvements Total Accumulated Depreciation Year Acquired Year Constructed 631 Brennan 1 San Jose, CA — 1,932 2,245 1,786 1,932 4,031 5,963 1,441 2012 1975 3660 Thomas Road 1 Santa Clara, CA — 43,053 13,887 2,131 43,053 16,018 59,071 1,845 2022 1973 Ahern 2 Union City, CA — 3,246 2,749 2,657 3,246 5,406 8,652 2,302 2010 1986 Berryessa — San Jose, CA — 23,057 2,574 827 23,057 3,401 26,458 388 2021 Burroughs 3 San Leandro, CA — 5,400 7,092 1,811 5,400 8,903 14,303 3,339 2014 1966 Caribbean 3 Sunnyvale, CA — 17,483 14,493 4,940 17,483 19,433 36,916 7,366 2012 1980/1981 Carlton Court 1 South San Francisco, CA — 2,036 1,475 922 2,036 2,397 4,433 880 2012 1981 Clawiter 1 Hayward, CA — 5,964 1,159 189 5,964 1,348 7,312 463 2011 1967 East Gish — San Jose, CA — 6,759 726 2 6,759 728 7,487 117 2021 1959 Edison 3 San Leandro, CA — 14,797 2,806 3,669 14,797 6,475 21,272 1,112 2021 1975 Foley Street 2 Hayward, CA — 5,023 3,281 711 5,023 3,992 9,015 568 2021 1976 & 1972 Hotchkiss 1 Fremont, CA — 4,163 3,152 1,438 4,163 4,590 8,753 998 2017 1997 Hotchkiss II 1 Fremont, CA — 3,042 3,081 618 3,042 3,699 6,741 828 2018 1997 250 S Maple Avenue 1 South San Francisco, CA — 4,695 769 200 4,695 969 5,664 5 2025 1977 Merced 4 San Leandro, CA — 25,621 9,318 8,547 25,621 17,865 43,486 3,929 2018 1958 Michele 1 South San Francisco, CA — 2,710 2,540 1,325 2,710 3,865 6,575 933 2016 1979 Minnesota and Tennessee 2 San Francisco, CA — 34,738 13,141 4,995 34,738 18,136 52,874 2,930 2019 1963 Morton 4 Newark, CA — 65,640 115,039 4,458 65,640 119,497 185,137 8,513 2023 2020 Old Bayshore — San Jose, CA — 10,244 1,609 415 10,244 2,024 12,268 455 2020 1955 San Clemente 1 Hayward, CA — 5,126 3,938 1,289 5,126 5,227 10,353 1,108 2018 1982 Teagarden 5 San Leandro, CA — 19,172 15,221 914 19,172 16,135 35,307 1,645 2022 1970/1972 West 140th 2 San Leandro, CA — 9,578 6,297 4,757 9,578 11,054 20,632 3,083 2016 1959 Whitney 3 San Leandro, CA — 13,821 9,016 2,961 13,821 11,977 25,798 2,934 2018 1974 Wicks 1 San Leandro, CA — 2,224 298 125 2,224 423 2,647 130 2018 1976 Central Pacific Business Park I 1 Union City, CA — 6,629 11,088 2,022 6,629 13,110 19,739 4,433 2014 1989 Central Pacific Business Park II 4 Union City, CA — 13,642 23,658 8,440 13,642 32,098 45,740 11,935 2015 2015 Seattle 1st ave 1 Seattle, WA — 29,441 30,537 9,261 29,441 39,798 69,239 7,317 2018 1937 & 1967 13045 SE 32nd Street 1 Bellevue, WA — 5,982 536 912 5,982 1,448 7,430 136 2024 1979 33rd Place 2 Bellevue, WA — 10,655 3,930 144 10,655 4,074 14,729 488 2022 1968-2009 6th Ave South 1 Seattle, WA — 7,215 8,670 499 7,215 9,169 16,384 1,796 2020 1960 68th Kent 2 Kent, WA — 7,465 2,263 220 7,465 2,483 9,948 334 2021 1976 84th Kent — Kent, WA — 4,552 136 331 4,552 467 5,019 101 2020 1963 & 2000 117th Place NE 1 Kirkland, WA — 23,846 9,842 1,509 23,846 11,351 35,197 1,652 2021 1978 9660 153rd Avenue NE 1 Redmond, WA — 5,875 3,498 1,842 5,875 5,340 11,215 73 2025 1980 917 Valley 1 Puyallup, WA — 2,203 4,551 373 2,203 4,924 7,127 960 2019 2006 5 Table of Contents Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount Carried at December 31, 2025 Property Name No. of Bldgs.
Actual results could differ significantly from the Company’s estimates. The discount rates used in the fair value estimates represent a rate commensurate with the indicated holding period with a premium layered on for risk. There were no impairment charges recorded to the carrying values of the Company’s properties during the years ended December 31, 2024, 2023 or 2022. Property Acquisitions.
Actual results could differ significantly from the Company’s estimates. The discount rates used in the fair value estimates represent a rate commensurate with the indicated holding period with a premium layered on for risk. There were no impairment charges recorded to the carrying values of the Company’s properties during the years ended December 31, 2025, 2024 or 2023. Property Acquisitions.
Excludes the effects of unamortized debt issuance costs. 2 The interest rates on these loans are comprised of the Secured Overnight Financing Rate (“SOFR”) plus a SOFR margin.
Excludes the effects of unamortized debt issuance costs. 2 The interest rates on these loans are the Secured Overnight Financing Rate (“SOFR”) plus a SOFR margin.
As of December 31, 2024, the Company had not repurchased any shares of common stock pursuant to its share repurchase program. The Company has a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which certain of their cash and equity-based compensation may be deposited.
As of December 31, 2025, the Company had not repurchased any shares of common stock pursuant to its share repurchase program. The Company has a Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) maintained for the benefit of select employees and members of the Company’s Board of Directors, in which certain of their cash and equity-based compensation may be deposited.
Meyer, dated as of February 18, 2014 (previously filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K on February 8, 2017 and incorporated herein by reference). 10.22+ Deferred Compensation Plan of Registrant (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on November 8, 2019 and incorporated herein by reference). 10.23 Note Purchase Agreement, dated as of May 13, 2021, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on May 18, 2021 and incorporated herein by reference). 10.24 Note Purchase Agreement, dated as of August 17, 2021, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on August 23, 2021 and incorporated herein by reference). 11 Table of Contents 19* Terreno Realty Corporation Insider Trading Policy, including Special Trading Procedures for Insiders. 21* Subsidiaries of Registrant. 23* Consent of Independent Registered Public Accounting Firm. 24.1* Power of Attorney (included on the signature page to this Annual Report on Form 10-K). 31.1* Rule 13a-14(a)/15d-14(a) Certification dated February 5, 2025. 31.2* Rule 13a-14(a)/15d-14(a) Certification dated February 5 , 202 5 . 31.3* Rule 13a-14(a)/15d-14(a) Certification dated February 5, 2025. 32.1** 18 U.S.C. § 1350 Certification dated February 5, 2025. 32.2** 18 U.S.C. § 1350 Certification dated February 5, 2025. 32.3** 18 U.S.C. § 1350 Certification dated February 5, 2025. 97 Terreno Realty Corporation Compensation Recovery Policy (previously filed as Exhibit 97 to the Registrant's Annual Report on Form 10-K on February 7, 2024 and incorporated herein by reference). 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* Inline XBRL Taxonomy Definition Linkbase Document 104* Cover Page Interactive Data File (formatted as inline XBRL and with applicable taxonomy extension information contained in Exhibits 101.*) ________________ * Filed herewith. ** Furnished herewith. + Exhibit is a management contract or compensatory plan or arrangement. 12 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 5, 2025.
Meyer, dated as of February 18, 2014 (previously filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K on February 8, 2017 and incorporated herein by reference). 10.20+ Deferred Compensation Plan of Registrant (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on November 8, 2019 and incorporated herein by reference). 10.21 Note Purchase Agreement, dated as of May 13, 2021, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on May 18, 2021 and incorporated herein by reference). 10.22 Note Purchase Agreement, dated as of August 17, 2021, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on August 23, 2021 and incorporated herein by reference). 11 Table of Contents 19 Terreno Realty Corporation Insider Trading Policy, including Special Trading Procedures for Insiders (previously as filed as Exhibit 19 to the Annual Report on Form 10-K filed wi th the SEC on February 5, 2025 and incorporated herein by reference) . 21* Subsidiaries of Registrant. 23* Consent of Independent Registered Public Accounting Firm. 24.1* Power of Attorney (included on the signature page to this Annual Report on Form 10-K). 31.1* Rule 13a-14(a)/15d-14(a) Certification dated February 4, 2026. 31.2* Rule 13a-14(a)/15d-14(a) Certification dated February 4, 2026. 31.3* Rule 13a-14(a)/15d-14(a) Certification dated February 4, 2026. 32.1** 18 U.S.C. § 1350 Certification dated February 4, 2026. 32.2** 18 U.S.C. § 1350 Certification dated February 4, 2026. 32.3** 18 U.S.C. § 1350 Certification dated February 4, 2026. 97 Terreno Realty Corporation Compensation Recovery Policy (previously filed as Exhibit 97 to the Registrant's Annual Report on Form 10-K on February 7, 2024 and incorporated herein by reference). 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* Inline XBRL Taxonomy Definition Linkbase Document 104* Cover Page Interactive Data File (formatted as inline XBRL and with applicable taxonomy extension information contained in Exhibits 101.*) ________________ * Filed herewith. ** Furnished herewith. + Exhibit is a management contract or compensatory plan or arrangement. 12 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on February 4, 2026.
Under the Amended LTIP, each participant’s Performance Share award granted will be expressed as a number of shares of common stock and settled in shares of common stock.
Under the LTIP, each participant’s Performance Share award granted will be expressed as a number of shares of common stock and settled in shares of common stock.
The Company’s non-vested shares of restricted stock are considered participating securities since these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire. The Company had no antidilutive securities or dilutive restricted stock awards outstanding for the three months and years ended December 31, 2024, 2023, and 2022.
The Company’s non-vested shares of restricted stock are considered participating securities since these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire. The Company had no antidilutive securities or dilutive restricted stock awards outstanding for the three months and years ended December 31, 2025, 2024, and 2023.
Tax benefits of positions not deemed to meet the more-likely-than-not threshold are recorded as a tax expense in the current year. As of December 31, 2024 and 2023, the Company did not have any unrecognized tax benefits and does not believe that there will be any material changes in unrecognized tax positions over the next 12 months.
Tax benefits of positions not deemed to meet the more-likely-than-not threshold are recorded as a tax expense in the current year. As of December 31, 2025 and 2024, the Company did not have any unrecognized tax benefits and does not believe that there will be any material changes in unrecognized tax positions over the next 12 months.
If tenants fail to make contractual lease payments that are greater than the Company’s allowance for doubtful 67 Table of Contents accounts, security deposits and letters of credit, then the Company may have to recognize additional doubtful account charges in future periods.
If tenants fail to make contractual lease payments that are greater than the Company’s allowance for doubtful 66 Table of Contents accounts, security deposits and letters of credit, then the Company may have to recognize additional doubtful account charges in future periods.
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include all of the Company’s accounts and its subsidiaries and all intercompany balances and transactions have been eliminated in consolidation. Use of Estimates.
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principals generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include all of the Company’s accounts and its subsidiaries and all intercompany balances and transactions have been eliminated in consolidation. Use of Estimates.
The CODM is the CEO and President. The CODM reviews net income on an individual asset level and on a consolidated level. The CODM uses this information to monitor budget versus actual results, to evaluate returns on assets and to determine how to reinvest profits.
The CODM is comprised of the CEO and the President. The CODM reviews net income on an individual asset level and on a consolidated level and uses this information to monitor budget versus actual results, to evaluate returns on assets and to determine how to reinvest profits.
Interest on the Amended Facility, including the term loans, is generally to be paid based upon, at the Company’s option, either (i) SOFR plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%, or 1.25% per annum.
As of December 31, interest on the Amended Facility, including the term loans, is generally to be paid based upon, at the Company’s option, either (i) SOFR plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%, or 1.25% per annum.
Cannon dated as of February 18, 2014 (previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated herein by reference). 10.4+ Amended and Restated 2010 Equity Incentive Plan of Registrant (previously filed as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A on March 19, 2014 and incorporated herein by reference). 10.5+ Form of Restricted Stock Award Agreement for Executive Officers and Employees (previously filed as Exhibit 10.4 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference). 10.6+ Form of Restricted Stock Award Agreement for Non-Employee Directors (previously filed as Exhibit 10.5 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference). 10.7+ 2019 Equity Incentive Plan of Registrant (previously filed as Exhibit 4.7 to the Registrant’s Registration Statement on Form S-8 on April 30, 2019 and incorporated herein by reference). 10.8+ Form of Restricted Stock Award Agreement for Executive Officers and Employees (previously filed as Exhibit 4.8 to the Registrant’s Registration Statement on Form S-8 on April 30, 2019 and incorporated herein by reference). 10.9+ Form of Indemnification Agreement between Registrant and its Directors and Executive Officers (previously filed as Exhibit 10.6 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference). 10.10+ Amended and Restated Long-Term Incentive Plan of Registrant effective as of January 1, 2019 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on January 14, 2019 and incorporated by reference herein). 10.11+ Form of Award Notice under the Amended and Restated Long-Term Incentive Plan of Registrant (previously filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K on February 6, 2019 and incorporated by reference herein). 10.12+ Amended and Restated Long-Term Incentive Plan of Registrant, effective as of January 1, 2014 (previously filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated by reference herein). 10 Table of Contents 10.13+ Form of Award Notice under the Long-Term Incentive Plan of Registrant (previously filed as Exhibit 10.8 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated by reference herein). 10.14 Sixth Amended and Restated Senior Credit Agreement, dated as of August 20, 2021, among Terreno Realty LLC, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on August 26, 2021 and incorporated herein by reference). 10.15 First Amendment, dated as of June 29, 2022, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on July 5, 2022 and incorporated herein by reference). 10.16 Second Amendment, dated as of September 2, 2022, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on September 6, 2022 and incorporated herein by reference). 10.17 Third Amendment, dated as of September 24, 2024, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, KeyBanc Capital Markets, PNC Capital Markets LLC, Regions Capital Markets, U.S.
Cannon dated as of February 18, 2014 (previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on February 19, 2014 and incorporated herein by reference). 10.4+ Form of Restricted Stock Award Agreement for Executive Officers and Employees (previously filed as Exhibit 10. 2 to the Registrant’s Registration Statement on Form S- 8 on August 1 , 20 25 and incorporated herein by reference). 10.5+ Form of Restricted Stock Award Agreement for Non-Employee Directors (previously filed as Exhibit 10.5 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference). 10.6+ Terreno Realty Corporation 2025 Equity Incentive Plan (previously filed as Appendix A to Terreno Realty Corporation's Proxy Statement on Schedule 14A dated March 21, 2025 and incorporated herein by reference). 10.7+ Form of Restricted Stock Award Agreement for Executive Officers and Employees (previously filed as Exhibit 4.8 to the Registrant’s Registration Statement on Form S-8 on April 30, 2019 and incorporated herein by reference). 10.8+ Form of Indemnification Agreement between Registrant and its Directors and Executive Officers (previously filed as Exhibit 10.6 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 on January 6, 2010 and incorporated herein by reference). 10.9+ Amended and Restated Long-Term Incentive Plan of Registrant effective as of January 1, 2019 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on January 14, 2019 and incorporated by reference herein). 10.10+ Form of Award Notice under the Amended and Restated Long-Term Incentive Plan of Registrant (previously filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K on February 6, 2019 and incorporated by reference herein). 10 Table of Contents 10.11 Sixth Amended and Restated Senior Credit Agreement, dated as of August 20, 2021, among Terreno Realty LLC, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on August 26, 2021 and incorporated herein by reference). 10.12 First Amendment, dated as of June 29, 2022, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on July 5, 2022 and incorporated herein by reference). 10.13 Second Amendment, dated as of September 2, 2022, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, MUFG Union Bank, N.A., as co-syndication agent and joint lead arranger, PNC Bank, National Association, as co-syndication agent, PNC Capital Markets LLC, as joint lead arranger, Regions Bank, as co-syndication agent, Regions Capital Markets, as joint lead arranger and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on September 6, 2022 and incorporated herein by reference). 10.14 Third Amendment, dated as of September 24, 2024, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC, as “Borrower”, KeyBank National Association, both individually as a “Lender” and as “Administrative Agent”, KeyBanc Capital Markets, PNC Capital Markets LLC, Regions Capital Markets, U.S.
The estimation of expected future net cash flows is inherently uncertain and relies on assumptions, among other things, regarding current and future economic and market conditions and the availability of capital. The Company determines the estimated fair values based on its assumptions regarding 65 Table of Contents rental rates, lease-up and holding periods, as well as sales prices.
The estimation of expected future net cash flows is inherently uncertain and relies on assumptions, among other things, regarding current and future economic and market conditions and the availability of capital. The Company determines the estimated fair values based on its assumptions regarding rental rates, lease-up and holding periods, as well as sales prices.
The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to December 31, 2024 ranged from $14.20 to $78.33.
The grant date fair value per share of restricted stock awards issued during the period from February 16, 2010 (commencement of operations) to December 31, 2025 ranged from $14.20 to $78.33.
When available, current market information is used to determine capitalization and rental growth rates. If available, current comparative sales values may also be used to establish fair value. When market information is not readily available, the inputs are based on the Company’s understanding of market conditions and the experience of the Company’s management team.
When available, current market information is used to 64 Table of Contents determine capitalization and rental growth rates. If available, current comparative sales values may also be used to establish fair value. When market information is not readily available, the inputs are based on the Company’s understanding of market conditions and the experience of the Company’s management team.
The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $17.3 million, $13.9 million and $16.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. The origination value of in-place leases is based on costs to execute similar leases, including commissions and other related costs.
The total net impact to rental revenues due to the amortization of above and below-market leases was a net increase of approximately $29.3 million, $17.3 million and $13.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. The origination value of in-place leases is based on costs to execute similar leases, including commissions and other related costs.
Such annualized base rent is based on contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements as of December 31, 2024, multiplied by 12. 69 Table of Contents Other real estate companies compete with the Company in its real estate markets.
Such annualized base rent is based on 68 Table of Contents contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements as of December 31, 2025, multiplied by 12. Other real estate companies compete with the Company in its real estate markets.
The unamortized fair value adjustment was approximately $3.6 million as of December 31, 2024. The mortgage loan payable is secured by a property and requires a monthly interest payment until maturity and is generally non-recourse.
The 69 Table of Contents unamortized fair value adjustment was approximately $3.6 million as of December 31, 2024. The mortgage loan payable is secured by a property and requires a monthly interest payment until maturity and is generally non-recourse.
As of December 31, 2024, the Company had one mortgage loan payable totaling approximately $69.1 million, net of deferred financing costs of $0.2 million and unamortized fair value adjustment of approximately $3.6 million, which bore interest at a weighted average fixed annual rate of 3.9%.
As of December 31, 2025 and 2024, the Company had one mortgage loan payable totaling approximately $70.3 million and $69.1 million, respectively, net of deferred financing costs of $0.1 million and $0.2 million, respectively, and unamortized fair value adjustment of approximately $2.5 million and $3.6 million, respectively, which bore interest at a weighted average fixed annual rate of 3.9%.
Leasing The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of December 31, 2024.
Leasing The following is a schedule of minimum future cash rentals on tenant operating leases in effect as of December 31, 2025.
The Company had no tenant that accounted for greater than 10% of the Company's annualized base rent for the years ended 2024, 2023 and 2022. Note 4. Investments in Real Estate During the year ended December 31, 2024, the Company acquired eight industrial properties and one portfolio of industrial properties.
The Company had no tenant that accounted for greater than 10% of the Company's annualized base rent for the years ended 2025, 2024 and 2023. Note 4. Investments in Real Estate During the year ended December 31, 2025, the Company acquired 12 industrial properties and one portfolio of industrial properties.
Total expected investment for the properties include the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization. 2 Collectively, “Countyline Phase IV”, a 121-acre project entitled for 2.2 million square feet of industrial distribution buildings located in Countyline, immediately adjacent to the Company’s seven buildings within Countyline.
Total expected investment for the properties include the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization. 2 “Countyline Phase IV” is a 121-acre project entitled for 2.2 million square feet of industrial distribution buildings located in Miami’s Countyline Corporate Park (“Countyline”), immediately adjacent to the Company’s seven buildings within Countyline.
The grant date fair value of the common stock was determined using the closing price of the Company’s common stock on the date of the grant. The Company recognized approximately $0.6 million in compensation costs for the year ended December 31, 2024 related to this issuance.
The grant date fair value of the common stock was determined using the closing price of the Company’s common stock on the date of the grant. The Company recognized approximately $0.8 million in compensation costs for the year ended December 31, 2025 related to this issuance.
The applicable SOFR margin will range from 1.10% to 1.55% (1.10% as of December 31, 2024) for the revolving credit facility and 1.25% to 1.75% (1.25% as of December 31, 2024) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s 74 Table of Contents consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.
The applicable SOFR margin will range from 1.10% to 1.55% (1.10% as of December 31, 2025) for the revolving credit facility and 1.25% to 1.75% (1.25% as of December 31, 2025) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.
The Company’s tax returns are subject to examination by federal, state and local tax jurisdictions, which as of December 31, 2024, include years 2020 to 2023 for federal purposes. Stock-Based Compensation and Other Long-Term Incentive Compensation.
The Company’s tax returns are subject to examination by federal, state and local tax jurisdictions, which as of December 31, 2025, include years 2021 to 2024 for federal purposes. Stock-Based Compensation and Other Long-Term Incentive Compensation.
As of December 31, 2024, there were $82.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans. As of December 31, 2023, there were no borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.
As of December 31, 2025, there were $200.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans. As of December 31, 2024, there were $82.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.
Fair Value Measurements ASC 820 requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3). 75 Table of Contents Financial Instruments Disclosed at Fair Value.
Fair Value Measurements ASC 820 requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).
Signature Title Date /s/ W. Blake Baird Chairman, Chief Executive Officer and Director (Principal Executive Officer) February 5, 2025 W. Blake Baird /s/ Michael A. Coke President and Director February 5, 2025 Michael A. Coke /s/ Jaime J. Cannon Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 5, 2025 Jaime J. Cannon /s/ Gary N.
Signature Title Date /s/ W. Blake Baird Chairman, Chief Executive Officer and Director (Principal Executive Officer) February 4, 2026 W. Blake Baird /s/ Michael A. Coke President and Director February 4, 2026 Michael A. Coke /s/ Jaime J. Cannon Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 4, 2026 Jaime J. Cannon /s/ Gary N.
All square feet, acres, occupancy and number of properties disclosed in these notes to the consolidated financial statements are unaudited.
All square feet, acres, occupancy, annualized base rent and number of properties disclosed in these notes to the consolidated financial statements are unaudited.
Under this method, allocations were made 429,748, 393,059 and 322,866 of weighted average unvested restricted shares outstanding for the years ended December 31, 2024, 2023 and 2022, respectively. 79 Table of Contents Performance Share awards which may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance measurement period are included as contingently issuable shares in the calculation of diluted weighted average common shares of stock outstanding assuming the reporting period is the end of the measurement period, and the effect is dilutive.
Under this method, allocations were made to 455,244, 429,748 and 393,059 of weighted average unvested restricted shares outstanding for the years ended December 31, 2025, 2024 and 2023, respectively. 78 Table of Contents Performance Share awards which may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance measurement period are included as contingently issuable shares in the calculation of diluted weighted average common shares of stock outstanding assuming the reporting period is the end of the measurement period, and the effect is dilutive.
Diluted shares related to the Performance Share awards were 317,588, 202,071 and 88,373 for the years ended December 31, 2024, 2023 and 2022, respectively. Note 11. Commitments and Contingencies Litigation . The Company is not involved in any material litigation nor, to its knowledge, is any material litigation threatened against it.
Diluted shares related to the Performance Share awards were 263,877, 317,588 and 202,071 for the years ended December 31, 2025, 2024 and 2023, respectively. Note 11. Commitments and Contingencies Litigation . The Company is not involved in any material litigation nor, to its knowledge, is any material litigation threatened against it.
On February 4, 2025, the Company’s board of directors declared a cash dividend in the amount of $0.49 per share of its common stock payable on April 4, 2025 to the stockholders of record as of the close of business on March 27, 2025. 80 Table of Contents Terreno Realty Corporation Schedule III Real Estate Investments and Accumulated Depreciation As of December 31, 2024 (in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount Carried at December 31, 2024 Property Name No. of Bldgs.
On February 3, 2026, the Company’s Board of Directors declared a cash dividend in the amount of $0.52 per share of its common stock payable on April 10, 2026 to the stockholders of record as of the close of business on March 27, 2026. 79 Table of Contents Terreno Realty Corporation Schedule III Real Estate Investments and Accumulated Depreciation As of December 31, 2025 (in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount Carried at December 31, 2025 Property Name No. of Bldgs.
Debt The following table summarizes the components of the Company’s indebtedness as of December 31, 2024 and 2023 (dollars in thousands): 73 Table of Contents December 31, 2024 December 31, 2023 Margin Above SOFR Interest Rate 1 Contractual Maturity Date Unsecured Debt: Credit Facility $ 82,000 $ — 1.1% 2 5.4 % 1/15/2029 5-Year Term Loan 100,000 100,000 1.3% 2 5.6 % 1/15/2027 5-Year Term Loan 100,000 100,000 1.3% 2 5.8 % 1/15/2028 $100M 7-Year Unsecured 3, 4 — 100,000 n/a 3.8 % 7/14/2024 $50M 10-Year Unsecured 3 50,000 50,000 n/a 4.0 % 7/7/2026 $50M 12-Year Unsecured 3 50,000 50,000 n/a 4.7 % 10/31/2027 $100M 7-Year Unsecured 3 100,000 100,000 n/a 2.4 % 7/15/2028 $100M 10-Year Unsecured 3 100,000 100,000 n/a 3.1 % 12/3/2029 $125M 9-Year Unsecured 3 125,000 125,000 n/a 2.4 % 8/17/2030 $50M 10-Year Unsecured 3 50,000 50,000 n/a 2.8 % 7/15/2031 Total Unsecured Debt 757,000 775,000 Secured Debt: 280 Richards Street 72,879 — n/a 3.9 % 3/1/2028 Total Secured Debt 72,879 — Total Unsecured and Secured Debt 829,879 775,000 Less: Unamortized fair value adjustment and debt issuance costs (6,442) (3,437) Total $ 823,437 $ 771,563 1 Reflects the contractual interest rate under the terms of each loan as of December 31, 2024.
Debt The following table summarizes the components of the Company’s indebtedness as of December 31, 2025 and 2024 (dollars in thousands): 72 Table of Contents December 31, 2025 December 31, 2024 Margin Above SOFR Interest Rate 1 Contractual Maturity Date Unsecured Debt: Credit Facility $ 200,000 $ 82,000 1.1% 2 4.8 % 1/15/2029 5-Year Term Loan 100,000 100,000 1.3% 2 5.0 % 1/15/2027 5-Year Term Loan 100,000 100,000 1.3% 2 5.1 % 1/15/2028 $50M 10-Year Unsecured 3 50,000 50,000 n/a 4.0 % 7/7/2026 $50M 12-Year Unsecured 3 50,000 50,000 n/a 4.7 % 10/31/2027 $100M 7-Year Unsecured 3 100,000 100,000 n/a 2.4 % 7/15/2028 $100M 10-Year Unsecured 3 100,000 100,000 n/a 3.1 % 12/3/2029 $125M 9-Year Unsecured 3 125,000 125,000 n/a 2.4 % 8/17/2030 $50M 10-Year Unsecured 3 50,000 50,000 n/a 2.8 % 7/15/2031 Total Unsecured Debt 875,000 757,000 Secured Debt: 280 Richards Street 72,879 72,879 n/a 3.9 % 3/1/2028 Total Secured Debt 72,879 72,879 Total Unsecured and Secured Debt 947,879 829,879 Less: Unamortized fair value adjustment and debt issuance costs (4,543) (6,442) Total $ 943,336 $ 823,437 1 Reflects the contractual interest rate under the terms of each loan as of December 31, 2025.
Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $600.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027 and the $100.0 million term loan maturing in January 2028, or (ii) 60.0% of the value of the unencumbered properties.
Outstanding borrowings under the Fourth Amendment are limited to the lesser of (i) the sum of the $600.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027, the $100.0 million term loan maturing in January 2028, and the $200.0 million term loan maturing in January 2031 or (ii) 60.0% of the value of the unencumbered properties.
The properties were acquired from unrelated third parties using existing cash on hand, proceeds from property sales, the issuance of common stock and borrowings on the revolving credit facility. 71 Table of Contents As of December 31, 2024, the Company had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet.
The properties were acquired from unrelated third parties using existing cash on hand, proceeds from property sales, the issuance of common stock and borrowings on the revolving credit facility. 70 Table of Contents As of December 31, 2025, the Company had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 1.2 million square feet.
Deferred financing costs related to the revolving credit facility and debt liabilities are carried at cost, net of deferred financing costs and net of accumulated amortization in the aggregate of approximately $15.2 million and $13.5 million as of December 31, 2024 and 2023, respectively. Mortgage Fair Value Adjustment.
Deferred financing costs related to the revolving credit facility and debt liabilities are carried at cost, net of deferred financing costs and net of accumulated amortization in the aggregate of approximately $17.4 million and $15.2 million as of December 31, 2025 and 2024, respectively. Mortgage Fair Value Adjustment.
The Company has an at-the-market equity offering program (the "$500 Million ATM Program") pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million (approximately $438.3 million remaining as of December 31, 2024) in amounts and at times to be determined by the Company from time to time.
The Company has an at-the-market equity offering program (the “$500 Million ATM Program”) pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million (approximately $157.2 million remaining as of December 31, 2025) in amounts and at times to be determined by the Company from time to time.
The fair value of the restricted stock that was granted during the year ended December 31, 2024 was approximately $8.8 million and the vesting period for the restricted stock is typically between three and five years.
The fair value of the restricted stock that was granted during the year ended December 31, 2025 was approximately $9.3 million and the vesting period for the restricted stock is typically between three and five years.
Subsequent changes in the fair value of the shares are not recognized. During the years ended December 31, 2024, 2023 and 2022, 0 , 96,874 and 150,867 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.
Subsequent changes in the fair value of the shares are not recognized. During the years ended December 31, 2025, 2024 and 2023, 36,233, 0 and 96,874 shares of common stock, respectively, were deposited into the Deferred Compensation Plan.
The remaining weighted average lease term related to these intangible assets and liabilities as of December 31, 2024 was 7.0 years.
The remaining weighted average lease term related to these intangible assets and liabilities as of December 31, 2025 was 7.6 years.
Bank National Association, as co-syndication agents for the Term A Loans, KeyBanc Capital Markets, PNC Capital Markets LLC and Regions Capital Markets, as joint lead arrangers for the Term B Loans, PNC Bank, National Association and Regions Bank as co-syndication agents for the Term B Loans, and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 30, 2024 and incorporated herein by reference). 10.18 Note Purchase Agreement, dated as of June 2, 2016, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on June 7, 2016 and incorporated herein by reference). 10.19 Note Purchase Agreement, dated as of September 1, 2015, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 8, 2015 and incorporated herein by reference). 10.20 Note Purchase Agreement, dated as of September 12, 2019, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 18, 2019 and incorporated herein by reference). 10.21+ Severance Agreement between the Registrant and John T.
Bank National Association, as co-syndication agents for the Term A Loans, KeyBanc Capital Markets, PNC Capital Markets LLC and Regions Capital Markets, as joint lead arrangers for the Term B Loans, PNC Bank, National Association and Regions Bank as co-syndication agents for the Term B Loans, and the several banks, financial institutions and other entities which may from time to time become parties as additional “Lenders” (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 30, 2024 and incorporated herein by reference). 10.15 Fourth Amendment, dated as of January 7, 2026, to the Sixth Amended and Restated Senior Credit Agreement, among Terreno Realty LLC and the several lenders identified therein (previously filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K on January 8, 2026 and incorporated herein by reference). 10.16 Note Purchase Agreement, dated as of June 2, 2016, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on June 7, 2016 and incorporated herein by reference). 10.17 Note Purchase Agreement, dated as of September 1, 2015, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 8, 2015 and incorporated herein by reference). 10.18 Note Purchase Agreement, dated as of September 12, 2019, among the Registrant, Terreno Realty LLC and the institutions named in Schedule B thereto as purchasers (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on September 18, 2019 and incorporated herein by reference). 10.19+ Severance Agreement between the Registrant and John T.
The following table sets forth the carrying value and the estimated fair value of the Company’s debt as of December 31, 2024 and 2023 (dollars in thousands): Fair Value Measurement Using Total Fair Value Quoted Price in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Liabilities Debt at: December 31, 2024 $ 773,456 $ — $ 773,456 $ — $ 823,437 December 31, 2023 $ 721,269 $ — $ 721,269 $ — $ 771,563 Note 9.
The following table sets forth the carrying value and the estimated fair value of the Company’s debt as of December 31, 2025 and 2024 (dollars in thousands): Fair Value Measurement Using Total Fair Value Quoted Price in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Value Liabilities Debt at: December 31, 2025 $ 917,753 $ — $ 917,753 $ — $ 943,336 December 31, 2024 $ 773,456 $ — $ 773,456 $ — $ 823,437 Note 9.
The Amended Facility consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027 and a $100.0 million term loan that matures in January 2028.
Following the Fourth Amendment, the Amended Facility consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027, a $100.0 million term loan that matures in January 2028, and a $200.0 million term loan that matures in January 2031.
As of December 31, 2024 and 2023, approximately $62.9 million and $56.1 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $3.4 million and $1.2 million as of December 31, 2024 and 2023, respectively, were included as a component of other assets in the accompanying consolidated balance sheets. Deferred Financing Costs.
As of December 31, 2025 and 2024, approximately $74.0 million and $62.9 million, respectively, of straight-line rent and accounts receivable, net of allowances of approximately $6.3 million and $3.4 million as of December 31, 2025 and 2024, respectively, were included as a component of other assets in the accompanying consolidated balance sheets. Deferred Financing Costs.
As of December 31, 2024 and 2023, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these investments or liabilities based on Level 1 inputs.
Financial Instruments Disclosed at Fair Value. As of December 31, 2025 and 2024, the fair values of cash and cash equivalents, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these investments or liabilities based on Level 1 inputs.
However, the Company’s management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
The Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, the Company’s management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
The following summarizes the reconciliation of cash and cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash flows (dollars in thousands): For the Year Ended December 31, 2024 2023 2022 Beginning Cash and cash equivalents at beginning of year $ 165,400 $ 26,393 $ 204,404 Restricted cash 836 1,690 397 Cash and cash equivalents and restricted cash 166,236 28,083 204,801 Ending Cash and cash equivalents at end of year 18,070 165,400 26,393 Restricted cash 282 836 1,690 Cash and cash equivalents and restricted cash 18,352 166,236 28,083 Net (decrease) increase in cash and cash equivalents and restricted cash $ (147,884) $ 138,153 $ (176,718) Revenue Recognition.
The following summarizes the reconciliation of cash and cash equivalents and restricted cash as presented in the accompanying consolidated statements of cash flows (dollars in thousands): For the Year Ended December 31, 2025 2024 2023 Beginning Cash and cash equivalents at beginning of year $ 18,070 $ 165,400 $ 26,393 Restricted cash 282 836 1,690 Cash and cash equivalents and restricted cash 18,352 166,236 28,083 Ending Cash and cash equivalents at end of year 25,020 18,070 165,400 Restricted cash 568 282 836 Cash and cash equivalents and restricted cash 25,588 18,352 166,236 Net increase (decrease) in cash and cash equivalents and restricted cash $ 7,236 $ (147,884) $ 138,153 Revenue Recognition.
The Company recorded revenues and net income for the year ended December 31, 2023 of approximately $14.8 million and $4.9 million, respectively, related to the 2023 acquisitions. The above assets and liabilities were recorded at fair value, which uses Level 3 inputs.
The Company recorded revenues and net income for the year ended December 31, 2024 of approximately $26.0 million and $8.2 million, respectively, related to the 2024 acquisitions. The above assets and liabilities were recorded at fair value, which uses Level 3 inputs.
As of December 31, 2024, the Company had approximately $14.4 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 3.2 years.
As of December 31, 2025, the Company had approximately $16.7 million of total unrecognized compensation costs related to restricted stock issuances, which is expected to be recognized over a remaining weighted average period of approximately 3.0 years.
Dividends: The following tables set forth the cash dividends paid or payable per share during the years ended December 31, 2024 and 2023: For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2024 Common Stock $ 0.45 February 6, 2024 March 28, 2024 April 5, 2024 June 30, 2024 Common Stock $ 0.45 May 7, 2024 June 28, 2024 July 12, 2024 September 30, 2024 Common Stock $ 0.49 August 6, 2024 September 30, 2024 October 11, 2024 December 31, 2024 Common Stock $ 0.49 November 5, 2024 December 13, 2024 January 7, 2025 For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2023 Common Stock $ 0.40 February 7, 2023 March 31, 2023 April 6, 2023 June 30, 2023 Common Stock $ 0.40 May 2, 2023 June 30, 2023 July 14, 2023 September 30, 2023 Common Stock $ 0.45 August 1, 2023 September 29, 2023 October 13, 2023 December 31, 2023 Common Stock $ 0.45 October 31, 2023 December 15, 2023 January 5, 2024 Note 10.
Dividends: The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2025 and 2024: For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2025 Common Stock $ 0.49 February 4, 2025 March 27, 2025 April 4, 2025 June 30, 2025 Common Stock $ 0.49 May 6, 2025 June 27, 2025 July 11, 2025 September 30, 2025 Common Stock $ 0.52 August 5, 2025 September 29, 2025 October 10, 2025 December 31, 2025 Common Stock $ 0.52 November 4, 2025 December 15, 2025 January 9, 2026 For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2024 Common Stock $ 0.45 February 6, 2024 March 28, 2024 April 5, 2024 June 30, 2024 Common Stock $ 0.45 May 7, 2024 June 28, 2024 July 12, 2024 September 30, 2024 Common Stock $ 0.49 August 6, 2024 September 30, 2024 October 11, 2024 December 31, 2024 Common Stock $ 0.49 November 5, 2024 December 13, 2024 January 7, 2025 Note 10.
The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2019 and includes the forfeiture of certain of the Performance Share awards during 2024 (dollars in thousands): 78 Table of Contents Performance Share Period Fair Value on Date of Grant 1 Expense for the Year Ended December 31, 2024 2023 2022 January 1, 2020 - December 31, 2022 $ 4,882 $ — $ — $ 1,168 January 1, 2021 - December 31, 2023 4,820 — 1,608 1,393 January 1, 2022 - December 31, 2024 5,618 1,744 1,928 1,929 January 1, 2023 - December 31, 2025 8,583 2,670 3,012 — January 1, 2024 - December 31, 2026 9,261 3,070 — Total $ 33,164 $ 7,484 $ 6,548 $ 4,490 1 Reflects the fair value on date of grant for all performance shares outstanding at December 31, 2024.
The following table summarizes certain information with respect to the Performance Share awards granted on or after January 1, 2023 and includes the forfeiture of certain of the Performance Share awards during 2025 (dollars in thousands): 77 Table of Contents Performance Share Period Fair Value on Date of Grant 1 Expense for the Year Ended December 31, 2025 2024 2023 January 1, 2021 - December 31, 2023 $ 4,820 $ — $ — $ 1,608 January 1, 2022 - December 31, 2024 5,618 — 1,744 1,928 January 1, 2023 - December 31, 2025 8,583 2,860 2,670 3,012 January 1, 2024 - December 31, 2026 9,261 3,088 3,070 — January 1, 2025 - December 31, 2027 9,824 3,275 — — Total $ 38,106 $ 9,223 $ 7,484 $ 6,548 1 Reflects the fair value on date of grant for all performance shares outstanding at December 31, 2025.
As of December 31, 2024, the Company owned 65 buildings aggregating approximately 3.8 million square feet and 13 improved land parcels consisting of approximately 62.3 acres located in New York City/Northern New Jersey, which accounted for a combined percentage of approximately 27.9% of its annualized base rent.
As of December 31, 2025, the Company owned 68 buildings aggregating approximately 3.5 million square feet and 14 improved land parcels consisting of approximately 62.8 acres located in New York City/Northern New Jersey, which accounted for a combined percentage of approximately 26.6% of its annualized base rent.
(31,097) (31,788) Retained earnings 95,287 95,578 Total stockholders’ equity 3,662,332 2,914,627 Total liabilities and equity $ 4,770,156 $ 3,904,677 The accompanying notes are an integral part of these consolidated financial statements. 61 Table of Contents Terreno Realty Corporation Consolidated Statements of Operations (in thousands – except share and per share data) For the Year Ended December 31, 2024 2023 2022 REVENUES Rental revenues and tenant expense reimbursements $ 382,621 $ 323,590 $ 276,212 Total revenues 382,621 323,590 276,212 COSTS AND EXPENSES Property operating expenses 98,090 79,085 68,903 Depreciation and amortization 93,916 73,219 65,763 General and administrative 42,587 37,935 31,192 Acquisition costs and other 72 218 1,465 Total costs and expenses 234,665 190,457 167,323 OTHER INCOME (EXPENSE) Interest and other income 12,083 4,964 809 Interest expense, including amortization (20,921) (24,796) (23,850) Gain on sales of real estate investments 45,379 38,156 112,166 Total other income 36,541 18,324 89,125 Net income 184,497 151,457 198,014 Allocation to participating securities (791) (712) (854) Net income available to common stockholders $ 183,706 $ 150,745 $ 197,160 EARNINGS PER COMMON SHARE - BASIC AND DILUTED: Net income available to common stockholders - basic $ 1.92 $ 1.81 $ 2.61 Net income available to common stockholders - diluted $ 1.92 $ 1.81 $ 2.61 BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 95,524,549 83,169,028 75,498,107 DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 95,842,137 83,371,099 75,586,480 The accompanying notes are an integral part of these consolidated financial statements. 62 Table of Contents Terreno Realty Corporation Consolidated Statements of Equity (in thousands – except share data) Common Stock Additional Paid- in Capital Common Shares Held in Deferred Compensation Plan Deferred Compensation Plan Retained Earnings Number of Shares Amount Total Balance as of December 31, 2021 75,068,575 $ 752 $ 2,069,604 275,727 $ (15,197) $ 2,804 $ 2,057,963 Net income — — — — — 198,014 198,014 Issuance of common stock, net of issuance costs of $1,557 1,444,156 13 77,281 — — — 77,294 Forfeiture of common stock related to employee awards (29,391) — — — — — — Common shares acquired related to employee awards (14,823) — (1,045) — — — (1,045) Issuance of restricted stock 136,903 — — — — — — Stock-based compensation — — 10,171 — — — 10,171 Common stock dividends ($1.48 per share) — — — — — (112,546) (112,546) Deposits to deferred compensation plan, net of withdrawals (141,938) — 11,265 141,938 (11,265) — — Balance as of December 31, 2022 76,463,482 765 2,167,276 417,665 (26,462) 88,272 2,229,851 Net income — — — — — 151,457 151,457 Issuance of common stock, net of issuance costs of $5,830 11,012,883 111 665,406 — — — 665,517 Forfeiture of common stock related to employee awards (6,989) — — — — — — Common shares acquired related to employee awards (23,854) — (1,513) — — — (1,513) Issuance of restricted stock 132,574 — — — — — — Stock-based compensation — — 13,466 — — — 13,466 Common stock dividends ($1.70 per share) — — — — — (144,151) (144,151) Deposits to deferred compensation plan, net of withdrawals (90,998) — 5,326 90,998 (5,326) — — Balance as of December 31, 2023 87,487,098 876 2,849,961 508,663 (31,788) 95,578 2,914,627 Net income — — — — — 184,497 184,497 Issuance of common stock, net of issuance costs of $6,314 11,665,929 118 736,296 — — — 736,414 Forfeiture of common stock related to employee awards (16,836) — — — — — — Common shares acquired related to employee awards (48,041) — (3,344) — — — (3,344) Issuance of restricted stock 138,380 — — — — — — Stock-based compensation — — 14,926 — — — 14,926 Common stock dividends ($1.88 per share) — — — — — (184,788) (184,788) Withdrawals from deferred compensation plan 11,473 — (691) (11,473) 691 — — Balance as of December 31, 2024 99,238,003 $ 994 $ 3,597,148 497,190 $ (31,097) $ 95,287 $ 3,662,332 The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents Terreno Realty Corporation Consolidated Statements of Cash Flows (in thousands) For the Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 184,497 $ 151,457 $ 198,014 Adjustments to reconcile net income to net cash provided by operating activities Straight-line rents (9,306) (8,469) (9,353) Amortization of lease intangibles (17,284) (13,922) (16,271) Depreciation and amortization 93,916 73,219 65,763 Gain on sales of real estate investments (45,379) (38,156) (112,166) Deferred financing cost and mortgage fair value adjustment amortization 1,762 1,545 1,371 Stock-based compensation 14,926 13,466 10,171 Changes in assets and liabilities Other assets (2,331) (6,599) (1,368) Accounts payable and other liabilities 11,886 7,136 7,049 Net cash provided by operating activities 232,687 179,677 143,210 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for property acquisitions (814,515) (466,840) (407,558) Proceeds from sales of real estate investments, net 71,899 73,077 162,145 Additions to construction in progress (126,428) (123,570) (25,638) Additions to buildings, improvements and leasing costs (46,433) (53,055) (66,611) Net cash used in investing activities (915,477) (570,388) (337,662) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 742,728 671,347 78,851 Issuance costs on issuance of common stock (5,704) (5,038) (1,163) Repurchase of common stock related to employee awards (3,344) (1,513) (1,045) Borrowings on credit facility 110,000 82,000 208,000 Payments on credit facility (28,000) (82,000) (208,000) Borrowings on term loans payable — — 100,000 Payments on senior unsecured notes (100,000) — (50,000) Payment of deferred financing costs (5,805) (80) (1,498) Dividends paid to common stockholders (174,969) (135,852) (107,411) Net cash provided by financing activities 534,906 528,864 17,734 Net decrease in cash and cash equivalents and restricted cash (147,884) 138,153 (176,718) Cash and cash equivalents and restricted cash at beginning of year 166,236 28,083 204,801 Cash and cash equivalents and restricted cash at end of year $ 18,352 $ 166,236 $ 28,083 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest, net of capitalized interest $ 20,898 $ 31,713 $ 25,219 Supplemental disclosures of non-cash transactions Accounts payable related to capital improvements 34,509 26,912 18,158 Non-cash issuance of common stock to the deferred compensation plan 691 (5,326) (11,265) Lease liability arising from recognition of right-of-use asset 2,264 — 1,192 Reconciliation of cash paid for property acquisitions Acquisition of properties $ 937,908 $ 512,531 $ 422,298 Assumption of mortgage loans payable (72,879) — — Unamortized mortgage fair value adjustment 3,650 — — Assumption of other assets and liabilities (54,164) (45,691) (14,740) Net cash paid for property acquisitions $ 814,515 $ 466,840 $ 407,558 The accompanying notes are an integral part of these consolidated financial statements. 64 Table of Contents Terreno Realty Corporation Notes to Consolidated Financial Statements Note 1.
(32,847) (31,097) Retained earnings 289,124 95,287 Total stockholders’ equity 4,146,278 3,662,332 Total liabilities and equity $ 5,388,083 $ 4,770,156 The accompanying notes are an integral part of these consolidated financial statements. 60 Table of Contents Terreno Realty Corporation Consolidated Statements of Operations (in thousands – except share and per share data) For the Year Ended December 31, 2025 2024 2023 REVENUES Rental revenues and tenant expense reimbursements $ 476,383 $ 382,621 $ 323,590 Total revenues 476,383 382,621 323,590 COSTS AND EXPENSES Property operating expenses 115,100 98,090 79,085 Depreciation and amortization 121,580 93,916 73,219 General and administrative 47,269 42,587 37,935 Acquisition costs and other 347 72 218 Total costs and expenses 284,296 234,665 190,457 OTHER INCOME (EXPENSE) Interest and other income 5,328 12,083 4,964 Interest expense, including amortization (32,857) (20,921) (24,796) Gain on sales of real estate investments 238,434 45,379 38,156 Total other income 210,905 36,541 18,324 Net income 402,992 184,497 151,457 Allocation to participating securities (1,799) (791) (712) Net income available to common stockholders $ 401,193 $ 183,706 $ 150,745 EARNINGS PER COMMON SHARE - BASIC AND DILUTED: Net income available to common stockholders - basic $ 3.92 $ 1.92 $ 1.81 Net income available to common stockholders - diluted $ 3.91 $ 1.92 $ 1.81 BASIC WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 102,459,881 95,524,549 83,169,028 DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 102,723,758 95,842,137 83,371,099 The accompanying notes are an integral part of these consolidated financial statements. 61 Table of Contents Terreno Realty Corporation Consolidated Statements of Equity (in thousands – except share data) Common Stock Additional Paid- in Capital Common Shares Held in Deferred Compensation Plan Deferred Compensation Plan Retained Earnings Number of Shares Amount Total Balance as of December 31, 2022 76,463,482 $ 765 $ 2,167,276 417,665 $ (26,462) $ 88,272 $ 2,229,851 Net income — — — — — 151,457 151,457 Issuance of common stock, net of issuance costs of $5,830 11,012,883 111 665,406 — — — 665,517 Forfeiture of common stock related to employee awards (6,989) — — — — — — Common shares acquired related to employee awards (23,854) — (1,513) — — — (1,513) Issuance of restricted stock 132,574 — — — — — — Stock-based compensation — — 13,466 — — — 13,466 Common stock dividends ($1.70 per share) — — — — — (144,151) (144,151) Deposits to deferred compensation plan, net of withdrawals (90,998) — 5,326 90,998 (5,326) — — Balance as of December 31, 2023 87,487,098 876 2,849,961 508,663 (31,788) 95,578 2,914,627 Net income — — — — — 184,497 184,497 Issuance of common stock, net of issuance costs of $6,314 11,665,929 118 736,296 — — — 736,414 Forfeiture of common stock related to employee awards (16,836) — — — — — — Common shares acquired related to employee awards (48,041) — (3,344) — — — (3,344) Issuance of restricted stock 138,380 — — — — — — Stock-based compensation — — 14,926 — — — 14,926 Common stock dividends ($1.88 per share) — — — — — (184,788) (184,788) Withdrawals from deferred compensation plan 11,473 — (691) (11,473) 691 — — Balance as of December 31, 2024 99,238,003 994 3,597,148 497,190 (31,097) 95,287 3,662,332 Net income — — — — — 402,992 402,992 Issuance of common stock, net of issuance costs of $5,341 4,261,758 43 275,630 — — — 275,673 Forfeiture of common stock related to employee awards (5,713) — — — — — — Common shares acquired related to employee awards (46,978) — (3,286) — — — (3,286) Issuance of restricted stock 155,279 — — — — — — Stock-based compensation — — 17,722 — — — 17,722 Common stock dividends ($2.02 per share) — — — — — (209,155) (209,155) Deposits to deferred compensation plan, net of withdrawals (30,357) — 1,750 30,357 (1,750) — — Balance as of December 31, 2025 103,571,992 $ 1,037 $ 3,888,964 527,547 $ (32,847) $ 289,124 $ 4,146,278 The accompanying notes are an integral part of these consolidated financial statements. 62 Table of Contents Terreno Realty Corporation Consolidated Statements of Cash Flows (in thousands) For the Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 402,992 $ 184,497 $ 151,457 Adjustments to reconcile net income to net cash provided by operating activities Straight-line rents (15,408) (9,306) (8,469) Amortization of lease intangibles (29,301) (17,284) (13,922) Depreciation and amortization 121,580 93,916 73,219 Gain on sales of real estate investments (238,434) (45,379) (38,156) Deferred financing cost and mortgage fair value adjustment amortization 3,397 1,762 1,545 Stock-based compensation 17,722 14,926 13,466 Changes in assets and liabilities Other assets (981) (2,331) (6,599) Accounts payable and other liabilities 10,295 11,886 7,136 Net cash provided by operating activities 271,862 232,687 179,677 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for property acquisitions (693,633) (814,515) (466,840) Proceeds from sales of real estate investments, net 374,623 71,899 73,077 Additions to construction in progress (69,971) (126,428) (123,570) Additions to buildings, improvements and leasing costs (63,407) (46,433) (53,055) Net cash used in investing activities (452,388) (915,477) (570,388) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 281,015 742,728 671,347 Issuance costs on issuance of common stock (4,075) (5,704) (5,038) Repurchase of common stock related to employee awards (3,286) (3,344) (1,513) Borrowings on credit facility 422,500 110,000 82,000 Payments on credit facility (304,500) (28,000) (82,000) Payments on senior unsecured notes — (100,000) — Payment of deferred financing costs — (5,805) (80) Dividends paid to common stockholders (203,892) (174,969) (135,852) Net cash provided by financing activities 187,762 534,906 528,864 Net increase (decrease) in cash and cash equivalents and restricted cash 7,236 (147,884) 138,153 Cash and cash equivalents and restricted cash at beginning of year 18,352 166,236 28,083 Cash and cash equivalents and restricted cash at end of year $ 25,588 $ 18,352 $ 166,236 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest, net of capitalized interest $ 27,438 $ 20,898 $ 31,713 Supplemental disclosures of non-cash transactions Accounts payable related to capital improvements 29,789 34,509 26,912 Non-cash issuance of common stock to the deferred compensation plan (1,750) 691 (5,326) Lease liability arising from recognition of right-of-use asset — 2,264 — Reconciliation of cash paid for property acquisitions Acquisition of properties $ 728,519 $ 937,908 $ 512,531 Assumption of mortgage loans payable — (72,879) — Unamortized mortgage fair value adjustment — 3,650 — Assumption of other assets and liabilities (34,886) (54,164) (45,691) Net cash paid for property acquisitions $ 693,633 $ 814,515 $ 466,840 The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents Terreno Realty Corporation Notes to Consolidated Financial Statements Note 1.
The net proceeds of the offering were approximately $355.9 million after deducting the underwriting discount and offering costs of approximately $3.5 million.
The net 75 Table of Contents proceeds of the offering were approximately $355.9 million after deducting the underwriting discount and offering costs of approximately $3.5 million. The Company used the net proceeds for acquisitions.
During the year ended December 31, 2022, the Company issued an aggregate of 1,286,125 shares of common stock at a weighted average offering price of $61.31 per share under the $300 Million ATM Program, resulting in net proceeds of approximately $77.7 million, and paying total compensation to the applicable sales agents of approximately $1.1 million.
During the year ended December 31, 2025, the Company issued an aggregate of 4,206,371 shares of common stock at a weighted average offering price of $66.81 per share under the $500 Million ATM Program resulting in net proceeds of approximately $276.9 million and paying total compensation to the applicable sales agents of approximately $4.1 million.
The aggregate amount of the Amended Facility may be increased by up to an additional $450.0 million to a maximum aggregate amount not to exceed $1.25 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.
Additionally, the Amended Facility includes an accordion feature pursuant to which the aggregate amount of the Amended Facility may be increased by up to an additional $1.0 billion to a maximum aggregate amount not to exceed 73 Table of Contents $2.0 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.
The Company recognized compensation costs of approximately $6.8 million, $6.3 million and $4.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to the restricted stock issuances. 77 Table of Contents The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date fair value share prices for the years ended December 31, 2024, 2023 and 2022: Restricted Stock Activity: Shares Weighted Average Grant Date Fair Value Non-vested shares outstanding as of December 31, 2021 289,186 $ 55.90 Granted 136,903 66.35 Forfeited (29,391) 59.69 Vested (40,066) 56.06 Non-vested shares outstanding as of December 31, 2022 356,632 $ 59.58 Granted 132,574 61.58 Forfeited (6,989) 66.95 Vested (63,160) 53.64 Non-vested shares outstanding as of December 31, 2023 419,057 $ 60.99 Granted 138,380 63.48 Forfeited (16,836) 66.98 Vested (114,213) 55.39 Non-vested shares outstanding as of December 31, 2024 426,388 $ 63.06 The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of December 31, 2024: Non-vested Shares Vesting Schedule Number of Shares 2025 97,728 2026 79,848 2027 104,572 2028 73,070 2029 71,170 Thereafter — Total Non-vested Shares 426,388 Long-Term Incentive Plan: As of December 31, 2024, there were three open performance measurement periods for the Performance Share awards: January 1, 2022 to December 31, 2024, January 1, 2023 to December 31, 2025, and January 1, 2024 to December 31, 2026.
The Company recognized compensation costs of approximately $7.7 million, $6.8 million and $6.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to the restricted stock issuances. 76 Table of Contents The following is a summary of the total restricted shares granted to the Company’s executive officers and employees with the related weighted average grant date fair value share prices for the years ended December 31, 2025, 2024 and 2023: Restricted Stock Activity: Shares Weighted Average Grant Date Fair Value Non-vested shares outstanding as of December 31, 2022 356,632 $ 59.58 Granted 132,574 61.58 Forfeited (6,989) 66.95 Vested (63,160) 53.64 Non-vested shares outstanding as of December 31, 2023 419,057 $ 60.99 Granted 138,380 63.48 Forfeited (16,836) 66.98 Vested (114,213) 55.39 Non-vested shares outstanding as of December 31, 2024 426,388 $ 63.06 Granted 155,279 59.84 Forfeited (5,713) 62.36 Vested (97,731) 61.69 Non-vested shares outstanding as of December 31, 2025 478,223 $ 62.30 The following is a vesting schedule of the total non-vested shares of restricted stock outstanding as of December 31, 2025: Non-vested Shares Vesting Schedule Number of Shares 2026 98,401 2027 126,059 2028 96,436 2029 72,609 2030 84,718 Thereafter — Total Non-vested Shares 478,223 Long-Term Incentive Plan: As of December 31, 2025, there were three open performance measurement periods for the Performance Share awards: January 1, 2023 to December 31, 2025, January 1, 2024 to December 31, 2026, and January 1, 2025 to December 31, 2027.
Management does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material effect on the consolidated financial position, results of operations or cash flows of the Company. Contractual Commitments. As of February 4, 2025, the Company did not have any outstanding contracts or non-binding letters of intent to acquire industrial properties.
Management does not expect that the liabilities, if any, that may ultimately result from such legal actions will have a material effect on the consolidated financial position, results of operations or cash flows of the Company. Contractual Commitments.
During the year ended December 31, 2024, the Company did not issue any shares of common stock related to the Performance Share awards for the performance period from January 1, 2022 to December 31, 2024.
During the year ended December 31, 2025, the Company issued 41,192 shares of common stock at a price of $58.51 per share related to the Performance Share awards for the performance period from January 1, 2023 to December 31, 2025. During 2024 the Company did not issue any shares of common stock related to the Performance Share awards.
The SOFR margins will range from 1.10% to 1.55% (1.10% as of December 31, 2024) for the revolving credit facility and 1.25% to 1.75% (1.25% as of December 31, 2024) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment. 3 Collectively, the “Senior Unsecured Notes”. 4 In July 2024, the Company repaid the $100.0 million tranche of its 7-year Senior Unsecured Notes using existing cash on hand.
The SOFR margins will range from 1.10% to 1.55% (1.10% as of December 31, 2025) for the revolving credit facility and 1.25% to 1.75% (1.25% as of December 31, 2025) for the term loans, depending on the ratio of the Company’s outstanding consolidated indebtedness to the value of the Company’s consolidated gross asset value and includes a 10 basis points SOFR credit adjustment. 3 Collectively, the “Senior Unsecured Notes”.
As of December 31, 2024, the Company owned 299 buildings (including one building held for sale) aggregating approximately 19.3 million square feet, 47 improved land parcels consisting of approximately 150.6 acres, six properties under development or redevelopment and approximately 22.4 acres of land for future development.
As of December 31, 2025, the Company owned 309 buildings (including one building held for sale) aggregating approximately 19.8 million square feet, 46 improved land parcels consisting of approximately 147.0 acres and six properties under development or redevelopment.
The property was in the operating portfolio until January 2024 when redevelopment commenced. The amount spent to date includes the total initial investment and capital expenditures incurred prior to redevelopment and excludes accumulated depreciation recorded since acquisition. The Company expects a total incremental investment of approximately $64.0 million. During 2024, the Company completed development or redevelopment of six properties.
The property was in the operating portfolio until January 2024 when redevelopment commenced. The amount spent to date includes the total initial investment and capital expenditures incurred prior to redevelopment and excludes accumulated depreciation recorded since acquisition.
The amount of the expense may be subject to adjustment in future periods depending on the specific characteristics of the stock-based award. 68 Table of Contents In addition, the Company has awarded long-term incentive target awards (the “Performance Share awards”) under its Amended and Restated Long-Term Incentive Plan (as amended and restated, the “Amended LTIP”), which the Company amended and restated on January 8, 2019, to its executives that may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance measurement period, which is generally three years.
In addition, the Company has awarded long-term incentive target awards (the “Performance Share awards”) under its Amended and Restated Long-Term Incentive Plan (the “LTIP”) to its executives that may be payable in shares of the Company’s common stock after the conclusion of each pre-established performance measurement period, which is generally three years.
As of December 31, 2024, there were 1,898,961 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the 2019 Plan, of which 367,561 were remaining and available for issuance.
As of December 31, 2025, there were 2,258,368 shares of common stock authorized for issuance as restricted stock grants, unrestricted stock awards or Performance Share awards under the 2025 Plan, of which 2,159,073 were remaining and available for issuance.
The Amended Facility and the Senior Unsecured Notes include a series of financial and other covenants with which the Company must comply. The Company was in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of December 31, 2024 and 2023.
The Company was in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of December 31, 2025 and 2024.
Boston Director February 5, 2025 Gary N. Boston /s/ LeRoy E. Carlson Director February 5, 2025 LeRoy E. Carlson /s/ Constance von Muehlen Director February 5, 2025 Constance von Muehlen /s/ Irene H. Oh Director February 5, 2025 Irene H. Oh /s/ Douglas M. Pasquale Director February 5, 2025 Douglas M.
Boston Director February 4, 2026 Gary N. Boston /s/ LeRoy E. Carlson Director February 4, 2026 LeRoy E. Carlson /s/ Paul J. Donahue, Jr. Director February 4, 2026 Paul J. Donahue, Jr. /s/ Constance von Muehlen Director February 4, 2026 Constance von Muehlen /s/ Irene H. Oh Director February 4, 2026 Irene H. Oh /s/ Douglas M.
The revenue, costs and expenses, and net income for the reportable segment are the same as those presented on the Consolidated Statements of Operations. New Accounting Standards. In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting (Topics 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”).
The revenue, costs and expenses, and net income for the reportable segment are the same as those presented on the Consolidated Statements of Operations. New Accounting Standards. In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”).
During the years ended December 31, 2024, 2023 and 2022, 11,473 , 5,876 and 8,929 shares of common stock, respectively, were withdrawn from the Deferred Compensation Plan.
During the years ended December 31, 2025, 2024 and 2023, 5,876, 11,473 and 5,876 shares of common stock, respectively, were withdrawn from the Deferred Compensation Plan. On May 6, 2025, the Company’s stockholders approved the 2025 Plan, which replaced the 2019 Plan.
Location Encumbrances Land Buildings & Improvements Land Buildings & Improvements Total Accumulated Depreciation Year Acquired Year Constructed Los Angeles 104th Street 1 Los Angeles, CA $ — $ 3,701 $ 976 $ 175 $ 3,701 $ 1,151 $ 4,852 $ 215 2017 1951 5401 West 104th St 1 Los Angeles, CA — 15,721 1,463 164 15,721 1,627 17,348 99 2022 1951 139th Street — Carson, CA — — 15,783 340 — 16,123 16,123 9,150 2017 1965/2003 630 Glasgow 1 Inglewood, CA — 2,245 1,855 846 2,245 2,701 4,946 1,044 2011 1988 747 Glasgow 1 Inglewood, CA — 1,759 1,555 475 1,759 2,030 3,789 765 2014 1981 1150 & 1250 W.
Location Encumbrances Land Buildings & Improvements Land Buildings & Improvements Total Accumulated Depreciation Year Acquired Year Constructed Los Angeles 104th Street 1 Los Angeles, CA $ — $ 3,701 $ 976 $ 198 $ 3,701 $ 1,174 $ 4,875 $ 279 2017 1951 5401 West 104th St 1 Los Angeles, CA — 15,721 1,463 164 15,721 1,627 17,348 182 2022 1951 139th Street — Carson, CA — — 15,783 426 — 16,209 16,209 15,843 2017 1965/2003 630 Glasgow 1 Inglewood, CA — 2,245 1,855 866 2,245 2,721 4,966 1,132 2011 1988 747 Glasgow 1 Inglewood, CA — 1,759 1,555 484 1,759 2,039 3,798 837 2014 1981 1150 & 1250 W.
The following table summarizes certain information with respect to the properties under development or redevelopment and the land for future development as of December 31, 2024: Property Name Location Total Expected Investment (in thousands) 1 (unaudited) Estimated Post-Development Square Feet Properties under development or redevelopment: Countyline Phase IV 2 Countyline Building 32 Hialeah, FL $ 40,100 164,300 Countyline Building 33 Hialeah, FL 39,000 158,000 Countyline Building 34 Hialeah, FL 55,900 219,900 Paterson Plank III Carlstadt, NJ 35,200 47,300 East Garry Avenue Santa Ana, CA 41,000 91,500 139th Street 3 Gardena, CA 104,600 223,000 Total $ 315,800 904,000 Land entitled for future development: Countyline Phase IV 2 Countyline Phase IV Land Hialeah, FL 117,100 433,200 Total $ 117,100 433,200 1 Excludes below-market lease adjustments recorded at acquisition.
The following table summarizes certain information with respect to the properties under development or redevelopment and the land for future development as of December 31, 2025: Property Name Location Total Expected Investment (in thousands) 1 (unaudited) Estimated Post-Development Square Feet Properties under development or redevelopment: Countyline Phase IV 2, 4 Countyline Building 32 Hialeah, FL $ 43,400 164,300 Countyline Building 34 Hialeah, FL 55,200 219,900 Countyline Building 35 Hialeah, FL 55,500 219,900 Countyline Building 36 Hialeah, FL 56,200 213,600 Craftsman Circle Hyattsville, MD 57,600 180,300 139th Street 3 Gardena, CA 104,600 223,500 Total $ 372,500 1,221,500 1 Excludes below-market lease adjustments recorded at acquisition.
The scheduled principal payments of the Company’s debt as of December 31, 2024 were as follows (dollars in thousands): Credit Facility Term Loan Senior Unsecured Notes Mortgage Loan Payable Total Debt 2025 $ — $ — $ — $ — $ — 2026 — — 50,000 — 50,000 2027 — 100,000 50,000 — 150,000 2028 — 100,000 100,000 72,879 272,879 2029 82,000 — 100,000 — 182,000 Thereafter — — 175,000 — 175,000 Subtotal 82,000 200,000 475,000 72,879 829,879 Unamortized fair value adjustment — — — (3,590) (3,590) Total Debt 82,000 200,000 475,000 69,289 826,289 Deferred financing costs, net — (620) (2,047) (185) (2,852) Total Debt, net $ 82,000 $ 199,380 $ 472,953 $ 69,104 $ 823,437 Weighted average interest rate 5.4% 5.7% 3.0% 3.9% 4.0% Note 7.
The scheduled principal payments of the Company’s debt as of December 31, 2025 were as follows (dollars in thousands): Credit Facility Term Loan Senior Unsecured Notes Mortgage Loan Payable Total Debt 2026 $ — $ — $ 50,000 $ — $ 50,000 2027 — 100,000 50,000 — 150,000 2028 — 100,000 100,000 72,879 272,879 2029 200,000 — 100,000 — 300,000 2030 — — 125,000 — 125,000 Thereafter — — 50,000 — 50,000 Subtotal 200,000 200,000 475,000 72,879 947,879 Unamortized fair value adjustment — — — (2,456) (2,456) Total Debt 200,000 200,000 475,000 70,423 945,423 Deferred financing costs, net — (384) (1,578) (125) (2,087) Total Debt, net $ 200,000 $ 199,616 $ 473,422 $ 70,298 $ 943,336 Weighted average interest rate 4.8% 5.1% 3.0% 3.9% 3.9% Note 7.
The Company recorded revenues and net income for the year ended December 31, 2024 of approximately $26.0 million and $8.2 million, respectively, related to the 2024 acquisitions.
The Company recorded revenues and net income for the year ended December 31, 2025 of approximately $14.0 million and $5.5 million, respectively, related to the 2025 acquisitions. During the year ended December 31, 2024, the Company acquired eight industrial properties and one portfolio of industrial properties.
The Company used the net proceeds for acquisitions. 76 Table of Contents In connection with the Annual Meeting of Stockholders on May 7, 2024, the Company granted a total of 11,385 unrestricted shares of the Company's common stock to its independent directors under the 2019 Plan with a grant date fair value per share of $54.90.
In connection with the Annual Meeting of Stockholders on May 6, 2025, the Company granted a total of 14,195 unrestricted shares of the Company's common stock to its independent directors under the 2019 Plan with a grant date fair value per share of $56.36.
Financial Statements of Terreno Realty Corporation Terreno Realty Corporation Consolidated Balance Sheets (in thousands – except share and per share data) December 31, 2024 December 31, 2023 ASSETS Investments in real estate Land $ 2,586,471 $ 1,995,494 Buildings and improvements 2,107,312 1,561,532 Construction in progress 219,652 343,485 Intangible assets 208,475 147,329 Total investments in properties 5,121,910 4,047,840 Accumulated depreciation and amortization (466,553) (384,480) Net investments in properties 4,655,357 3,663,360 Properties held for sale, net 6,258 — Net investments in real estate 4,661,615 3,663,360 Cash and cash equivalents 18,070 165,400 Restricted cash 282 836 Other assets, net 90,189 75,081 Total assets $ 4,770,156 $ 3,904,677 LIABILITIES AND EQUITY Liabilities Credit facility $ 82,000 $ — Term loans payable, net 199,380 199,145 Senior unsecured notes, net 472,953 572,418 Mortgage loan payable, net 69,104 — Security deposits 39,758 32,934 Intangible liabilities, net 116,542 84,718 Dividends payable 48,871 39,052 Accounts payable and other liabilities 79,216 61,783 Total liabilities 1,107,824 990,050 Commitments and contingencies (Note 11) Equity Stockholders’ equity Common stock: $0.01 par value, 400,000,000 shares authorized, and 99,238,003 and 87,487,098 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively. 994 876 Additional paid-in capital 3,597,148 2,849,961 Common stock held in deferred compensation plan: 497,190 and 508,663 shares at December 31, 2024 and December 31, 2023, respectively.
Financial Statements of Terreno Realty Corporation Terreno Realty Corporation Consolidated Balance Sheets (in thousands – except share and per share data) December 31, 2025 December 31, 2024 ASSETS Investments in real estate Land $ 3,020,445 $ 2,586,471 Buildings and improvements 2,328,890 2,107,312 Construction in progress 217,355 219,652 Intangible assets 223,546 208,475 Total investments in properties 5,790,236 5,121,910 Accumulated depreciation and amortization (531,839) (466,553) Net investments in properties 5,258,397 4,655,357 Properties held for sale, net 2,344 6,258 Net investments in real estate 5,260,741 4,661,615 Cash and cash equivalents 25,020 18,070 Restricted cash 568 282 Other assets, net 101,754 90,189 Total assets $ 5,388,083 $ 4,770,156 LIABILITIES AND EQUITY Liabilities Credit facility $ 200,000 $ 82,000 Term loans payable, net 199,616 199,380 Senior unsecured notes, net 473,422 472,953 Mortgage loan payable, net 70,298 69,104 Security deposits 47,570 39,758 Intangible liabilities, net 119,439 116,542 Dividends payable 54,133 48,871 Accounts payable and other liabilities 77,327 79,216 Total liabilities 1,241,805 1,107,824 Commitments and contingencies (Note 11) Equity Stockholders’ equity Common stock: $0.01 par value, 400,000,000 shares authorized, and 103,571,992 and 99,238,003 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively. 1,037 994 Additional paid-in capital 3,888,964 3,597,148 Common stock held in deferred compensation plan: 527,547 and 497,190 shares at December 31, 2025 and December 31, 2024, respectively.
Trenton Ave 2 Orange, CA — 7,491 2,488 — 7,491 2,488 9,979 237 2021 1980 & 1971 13020 & 13030 Cerise 2 Hawthorne, CA — 6,986 1,371 2,002 6,986 3,373 10,359 240 2021 1956 & 1958 13025 Cerise 1 Hawthorne, CA — 6,864 1,330 103 6,864 1,433 8,297 125 2021 1955 1201 Foothill Boulevard 1 Azusa, CA — 3,091 941 1 3,091 942 4,033 17 2024 1987 1335 Foothill Boulevard 1 Azusa, CA — 3,368 2,774 139 3,368 2,913 6,281 46 2024 1987 1355-1365 Foothill Boulevard 1 Azusa, CA — 5,145 2,729 151 5,145 2,880 8,025 47 2024 1987 16009-16019 Foothill Boulevard 1 Irwindale, CA — 4,983 2,512 59 4,983 2,571 7,554 43 2024 1985 16033-16037 Foothill Boulevard 1 Irwindale, CA — 4,075 2,567 59 4,075 2,626 6,701 44 2024 1985 16057-16059 Foothill Boulevard 1 Irwindale, CA — 3,982 2,297 59 3,982 2,356 6,338 39 2024 1985 14611 Broadway 1 Gardena, CA — 4,757 1,243 1,612 4,757 2,855 7,612 1,595 2013 1962 4857 W 147th St 1 Hawthorne, CA — 6,185 8,817 846 6,185 9,663 15,848 31 2022 1967 3660 Fee Ana — Anaheim, CA — 14,213 1,147 1,211 14,213 2,358 16,571 236 2022 1966/1993 19601 Hamilton 1 Torrance, CA — 7,409 4,072 1,882 7,409 5,954 13,363 2,394 2011 1985 735-751 Todd Avenue 1 Azusa, CA — 6,176 1,478 76 6,176 1,554 7,730 25 2024 1987 8320-8400 Isis Avenue 1 Los Angeles, CA — 14,963 3,429 230 14,963 3,659 18,622 264 2022 1979 332 Hindry Avenue 1 Inglewood, CA — 6,977 2,800 412 6,977 3,212 10,189 227 2022 1983 709 Hindry 1 Inglewood, CA — 2,105 2,972 663 2,105 3,635 5,740 872 2016 1984 Acacia 1 Compton, CA — 5,143 1,985 511 5,143 2,496 7,639 633 2017 1972 Anderson 5 Los Angeles, CA — 17,095 1,271 5,330 17,095 6,601 23,696 1,009 2019 1912-1987 Aviation — Inglewood, CA — 9,544 498 1,685 9,544 2,183 11,727 292 2020 2013 Ceres Ave 2 Los Angeles, CA — 4,825 2,833 107 4,825 2,940 7,765 250 2021 2015 Dominguez — Los Angeles, CA — 11,370 1,535 3,597 11,370 5,132 16,502 1,506 2017 3091 East Coronado St — Anaheim, CA — 7,140 464 239 7,140 703 7,843 109 2022 2017 1 Table of Contents Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount Carried at December 31, 2024 Property Name No. of Bldgs.
Trenton Ave 2 Orange, CA — 7,491 2,488 19 7,491 2,507 9,998 306 2021 1980 & 1971 13020 & 13030 Cerise 2 Hawthorne, CA — 6,986 1,371 2,002 6,986 3,373 10,359 367 2021 1956 & 1958 13025 Cerise 1 Hawthorne, CA — 6,864 1,330 156 6,864 1,486 8,350 183 2021 1955 1201 Foothill Boulevard 1 Azusa, CA — 3,091 941 1 3,091 942 4,033 43 2024 1987 1335 Foothill Boulevard 1 Azusa, CA — 3,368 2,774 243 3,368 3,017 6,385 125 2024 1987 1355-1365 Foothill Boulevard 1 Azusa, CA — 5,145 2,729 187 5,145 2,916 8,061 140 2024 1987 16009-16019 Foothill Boulevard 1 Irwindale, CA — 4,983 2,512 60 4,983 2,572 7,555 115 2024 1985 16033-16037 Foothill Boulevard 1 Irwindale, CA — 4,075 2,567 60 4,075 2,627 6,702 117 2024 1985 16057-16059 Foothill Boulevard 1 Irwindale, CA — 3,982 2,297 274 3,982 2,571 6,553 111 2024 1985 14611 Broadway 1 Gardena, CA — 4,757 1,243 2,027 4,757 3,270 8,027 1,823 2013 1962 4857 W 147th St 1 Hawthorne, CA — 6,185 8,817 850 6,185 9,667 15,852 341 2022 1967 3660 Fee Ana — Anaheim, CA — 14,213 1,147 1,211 14,213 2,358 16,571 356 2022 1966/1993 19601 Hamilton 1 Torrance, CA — 7,409 4,072 1,900 7,409 5,972 13,381 2,717 2011 1985 735-751 Todd Avenue 1 Azusa, CA — 6,176 1,478 104 6,176 1,582 7,758 74 2024 1987 8320-8400 Isis Avenue 1 Los Angeles, CA — 14,963 3,429 457 14,963 3,886 18,849 364 2022 1979 332 Hindry Avenue 1 Inglewood, CA — 6,977 2,800 443 6,977 3,243 10,220 341 2022 1983 709 Hindry 1 Inglewood, CA — 2,105 2,972 700 2,105 3,672 5,777 1,016 2016 1984 11100 Hindry Avenue 1 Los Angeles, CA — 6,809 2,778 46 6,809 2,824 9,633 39 2025 1955 Acacia 1 Compton, CA — 5,143 1,985 1,593 5,143 3,578 8,721 750 2017 1972 Anderson 5 Los Angeles, CA — 17,095 1,271 5,567 17,095 6,838 23,933 1,318 2019 1912-1987 Aviation — Inglewood, CA — 9,544 498 1,685 9,544 2,183 11,727 396 2020 2013 Ceres Ave 2 Los Angeles, CA — 4,825 2,833 107 4,825 2,940 7,765 352 2021 2015 Dominguez — Los Angeles, CA — 11,370 1,535 3,597 11,370 5,132 16,502 1,790 2017 1 Table of Contents Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount Carried at December 31, 2025 Property Name No. of Bldgs.
The Amended Facility and the Senior Unsecured Notes are guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the Company that own an unencumbered property. The Amended Facility and the Senior Unsecured Notes are not secured by the Company’s properties or by interests in the subsidiaries that hold such properties.
See also, “ Note 12. Subsequent Events ” below. The Amended Facility and the Senior Unsecured Notes are guaranteed by the Company and by substantially all of the current and to-be-formed subsidiaries of the Company that own an unencumbered property.
As of December 31, 2024, the net unamortized fair value mortgage adjustment was approximately $3.6 million and were included as a component of mortgage loans payable in the accompanying consolidated balance sheets. Income Taxes. The Company elected to be taxed as a REIT under the Code and operates as such beginning with its taxable year ended December 31, 2010.
The net unamortized fair value mortgage adjustment as of December 31, 2025 and 2024 was approximately $2.5 million and $3.6 million, respectively, and was included as a component of mortgage loans payable in the accompanying consolidated balance sheets. Income Taxes.
As of December 31, 2024 and 2023, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands): December 31, 2024 December 31, 2023 Gross Accumulated Amortization Net Gross Accumulated Amortization Net In-place leases $ 203,386 $ (111,927) $ 91,459 $ 143,444 $ (93,476) $ 49,968 Above-market leases 5,089 (3,723) 1,366 3,885 (3,463) 422 Below-market leases (185,995) 69,453 (116,542) (137,047) 52,329 (84,718) Total $ 22,480 $ (46,197) $ (23,717) $ 10,282 $ (44,610) $ (34,328) Projected net amortization of the intangible assets and liabilities for the next five years and thereafter as of December 31, 2024 is as follows (dollars in thousands): 66 Table of Contents 2025 $ 3,339 2026 807 2027 (1,039) 2028 (1,626) 2029 (2,947) Thereafter (22,251) Total $ (23,717) Depreciation and Useful Lives of Real Estate and Intangible Assets.
As of December 31, 2025 and 2024, the Company’s intangible assets and liabilities, including properties held for sale (if any), consisted of the following (dollars in thousands): December 31, 2025 December 31, 2024 Gross Accumulated Amortization Net Gross Accumulated Amortization Net In-place leases $ 218,853 $ (128,568) $ 90,285 $ 203,386 $ (111,927) $ 91,459 Above-market leases 4,913 (3,265) 1,648 5,089 (3,723) 1,366 Below-market leases (204,816) 85,377 (119,439) (185,995) 69,453 (116,542) Total $ 18,950 $ (46,456) $ (27,506) $ 22,480 $ (46,197) $ (23,717) Projected net amortization of the intangible assets and liabilities for the next five years and thereafter as of December 31, 2025 is as follows (dollars in thousands): 65 Table of Contents 2026 $ 6,198 2027 1,706 2028 146 2029 (1,994) 2030 (3,182) Thereafter (30,380) Total $ (27,506) Depreciation and Useful Lives of Real Estate and Intangible Assets.
Location Encumbrances Land Buildings & Improvements Land Buildings & Improvements Total Accumulated Depreciation Year Acquired Year Constructed 181 Lombardy 1 Brooklyn, NY — 9,124 2,986 435 9,124 3,421 12,545 64 2024 1940 195 Anderson Avenue 1 Moonachie, NJ — 3,577 1,336 — 3,577 1,336 4,913 22 2024 1968 1C Terminal Way 1 Avenel, NJ — 8,671 2,619 252 8,671 2,871 11,542 43 2024 1966 2AB Terminal Way 1 Avenel, NJ — 11,778 10,531 17 11,778 10,548 22,326 168 2024 1970 2C Terminal Way 1 Avenel, NJ — 6,466 5,208 10 6,466 5,218 11,684 83 2024 1966 22 Madison 1 Fairfield, NJ — 1,365 1,607 1,209 1,365 2,816 4,181 799 2015 1979 280 Richards Street 1 Red Hook, Brooklyn, NY 72,879 86,446 79,653 — 86,446 79,653 166,099 83 2024 2021 48th 3rd and 286 Central 1 Kearny, NJ — 12,061 1,664 1,768 12,061 3,432 15,493 529 2019 1978/1983 48-29 31st Pl 1 Long Island City, Queens, NY — 5,750 1,946 81 5,750 2,027 7,777 2 2024 1965 49-15 Maspeth Ave 1 Maspeth, Queens, NY — 42,560 7,258 — 42,560 7,258 49,818 7 2024 1966 4AB Engelhard 1 Avenel, NJ — 13,164 8,894 16 13,164 8,910 22,074 142 2024 1966 8AB Engelhard 1 Avenel, NJ — 11,688 10,763 900 11,688 11,663 23,351 181 2024 1966 9th Street 1 Long Island City, NY — 18,410 5,116 5,271 18,410 10,387 28,797 734 2023 1939 49th Street 1 Queens, NY — 21,674 2,999 1,435 21,674 4,434 26,108 1,423 2019 1966 50 Kero 2 Carlstadt, NJ — 10,343 3,876 4,558 10,343 8,434 18,777 2,268 2017 1970 51 Kero — Carlstadt, NJ — 3,236 589 619 3,236 1,208 4,444 111 2019 1956-1966 74th North Bergen 1 North Bergen, NJ — 2,933 1,817 1,204 2,933 3,021 5,954 1,032 2016 1973 81 N.
Location Encumbrances Land Buildings & Improvements Land Buildings & Improvements Total Accumulated Depreciation Year Acquired Year Constructed 179-02 150th Avenue 1 Jamaica, Queens, NY — 17,837 8,625 17 17,837 8,642 26,479 351 2024 1970 179-15 149th Road 1 Jamaica, Queens, NY — 3,894 1,382 3 3,894 1,385 5,279 56 2024 1969 182-09 149th Road 1 Jamaica, Queens, NY — 10,350 4,042 89 10,350 4,131 14,481 170 2024 1982 182-17 150th Avenue 1 Jamaica, Queens, NY — 25,274 2,841 196 25,274 3,037 28,311 133 2024 1984 181 Lombardy 1 Brooklyn, NY — 9,124 2,986 920 9,124 3,906 13,030 190 2024 1940 195 Anderson Avenue 1 Moonachie, NJ — 3,577 1,336 — 3,577 1,336 4,913 57 2024 1968 1C Terminal Way 1 Avenel, NJ — 8,671 2,619 363 8,671 2,982 11,653 162 2024 1966 2AB Terminal Way 1 Avenel, NJ — 11,778 10,531 1,504 11,778 12,035 23,813 520 2024 1970 2C Terminal Way 1 Avenel, NJ — 6,466 5,208 300 6,466 5,508 11,974 246 2024 1966 22 Madison 1 Fairfield, NJ — 1,365 1,607 1,209 1,365 2,816 4,181 924 2015 1979 280 Richards Street 1 Red Hook, Brooklyn, NY 72,879 86,445 79,654 — 86,445 79,654 166,099 2,097 2024 2021 48th 3rd and 286 Central 1 Kearny, NJ — 12,061 1,664 2,571 12,061 4,235 16,296 729 2019 1978/1983 48-29 31st Pl 1 Long Island City, Queens, NY — 5,750 1,946 432 5,750 2,378 8,128 106 2024 1965 4-28 33rd Street — Long Island City, Queens, NY — 4,692 43 140 4,692 183 4,875 — 2025 1979 43-27 33rd Street 1 Long Island City, Queens, NY — 6,337 1,140 40 6,337 1,180 7,517 27 2025 1926 49-15 Maspeth Ave 1 Maspeth, Queens, NY — 42,560 7,258 — 42,560 7,258 49,818 199 2024 1966 4AB Engelhard 1 Avenel, NJ — 13,164 8,894 16 13,164 8,910 22,074 370 2024 1966 8AB Engelhard 1 Avenel, NJ — 11,688 10,763 935 11,688 11,698 23,386 582 2024 1966 9th Street 1 Long Island City, NY — 18,410 5,116 5,523 18,410 10,639 29,049 1,295 2023 1939 49th Street 1 Queens, NY — 21,674 2,999 1,435 21,674 4,434 26,108 1,694 2019 1966 50 Kero 2 Carlstadt, NJ — 10,343 3,876 4,607 10,343 8,483 18,826 2,754 2017 1970 51 Kero — Carlstadt, NJ — 3,236 589 869 3,236 1,458 4,694 194 2019 1956-1966 74th North Bergen 1 North Bergen, NJ — 2,933 1,817 1,337 2,933 3,154 6,087 1,198 2016 1973 81 N.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

35 edited+18 added−3 removed215 unchanged
Biggest changeCertain provisions of the Maryland General Corporation Law, or MGCL, may have the effect of inhibiting or deterring a third-party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including: • “ Business Combination ” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (as defined under the MGCL) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special stockholder voting requirements unless certain minimum price conditions are satisfied; and 19 Table of Contents • “ Control Share ” provisions that provide that “control shares” of our company acquired in a “control share acquisition” (each as defined under the MGCL) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Biggest changeCertain provisions of the Maryland General Corporation Law (“MGCL”), may delay or prevent a change of control, including, among other provisions, the following: • “ Business Combination ” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (as defined under the MGCL) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special stockholder voting requirements unless certain minimum price conditions are satisfied; and • “ Control Share ” provisions that provide that “control shares” of our company acquired in a “control share acquisition” (each as defined under the MGCL) have no voting rights except to the extent approved by our 19 Table of Contents stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Factors that may affect real estate values and cash flows include: • downturns in national, regional and local economic conditions (particularly increases in unemployment); • the attractiveness of our properties to potential tenants and competition from other industrial properties; • changes in supply of, or demand for, similar or competing properties in an area; • bankruptcies, financial difficulties or lease defaults by the tenants of our properties; • adverse capital and credit market conditions, which may restrict our operating activities; • changes in interest rates, availability and terms of debt financing, including periods of high or rising interest rates; • changes in operating costs and expenses and our ability to control rents, including periods of high and persistent inflation; • changes in, or increased costs of compliance with, governmental rules, regulations and fiscal policies, including changes in tax, tariff, real estate, environmental and zoning laws, and our potential liability thereunder; • increasing costs of maintaining, insuring, renovating and making improvements to our properties; 15 Table of Contents • unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions; • tenant turnover; • re-leasing that may require concessions or reduced rental rates under the new leases due to reduced demand; • our ability to renovate and reposition our properties due to changes in the business and logistical needs of our tenants; • technological changes, such as reconfiguration of supply chains, autonomous vehicles, robotics, 3D printing or other technologies; • disruptions in the global supply chain caused by political, regulatory or other factors, including terrorism and domestic terrorist attacks; • disruptions to political, governmental or regulatory systems, including shutdowns of the government and its agencies; and • the effects of deflation, including credit market dislocation, weakened consumer demand and a decline in general price levels.
Factors that may affect real estate values and cash flows include: • downturns in national, regional and local economic conditions (particularly increases in unemployment); • the attractiveness of our properties to potential tenants and competition from other industrial properties; • changes in supply of, or demand for, similar or competing properties in an area; • bankruptcies, financial difficulties or lease defaults by the tenants of our properties; • adverse capital and credit market conditions, which may restrict our operating activities; • changes in interest rates, availability and terms of debt financing, including periods of high or rising interest rates; • changes in operating costs and expenses and our ability to control rents, including periods of high and persistent inflation; • changes in, or increased costs of compliance with, governmental rules, regulations and fiscal policies, including changes in tax, tariff, real estate, environmental and zoning laws, and our potential liability thereunder; • increasing costs of maintaining, insuring, renovating and making improvements to our properties; 15 Table of Contents • unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions; • tenant turnover; • re-leasing that may require concessions or reduced rental rates under the new leases due to reduced demand; • our ability to renovate and reposition our properties due to changes in the business and logistical needs of our tenants; • technological changes, such as reconfiguration of supply chains, autonomous vehicles, robotics, 3D printing or other technologies; • disruptions in the global supply chain caused by political, regulatory or other factors, including geopolitical issues, terrorism and domestic terrorist attacks; • disruptions to political, governmental or regulatory systems, including shutdowns of the government and its agencies; and • the effects of deflation, including credit market dislocation, weakened consumer demand and a decline in general price levels.
In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented by the securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by unsecured debt of publicly offered REITs, in each case, at the close of each calendar quarter.
In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 25% of the value of our total assets can be represented by the securities of one or more TRSs and no more than 25% of the value of our total assets can be represented by unsecured debt of publicly offered REITs, in each case, at the close of each calendar quarter.
While over the long term we intend to limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding shares of preferred stock to less than 35% of our total enterprise value, our governing documents contain no limitations on the amount of debt that we may incur, and our board of directors may change our financing policy at any time without stockholder approval.
While over the long term we intend to limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding shares of preferred stock to less than 30% of our total enterprise value, our governing documents contain no limitations on the amount of debt that we may incur, and our board of directors may change our financing policy at any time without stockholder approval.
The agreements relating to our existing debt contain, and we expect that agreements relating to our future indebtedness will contain, covenants that could limit our operations and our ability to make distributions to our stockholders . 13 Table of Contents We have a credit facility, which consists of a $100.0 million term loan that matures in January 2027, a $100.0 million term loan that matures in January 2028 and a revolving credit facility with $600.0 million in borrowing capacity that matures in January 2029.
The agreements relating to our existing debt contain, and we expect that agreements relating to our future indebtedness will contain, covenants that could limit our operations and our ability to make distributions to our stockholders . 13 Table of Contents We have a credit facility, which consists of a $100.0 million term loan that matures in January 2027, a $100.0 million term loan that matures in January 2028, a $200.0 million term loan that matures in January 2031 and a revolving credit facility with $600.0 million in borrowing capacity that matures in January 2029.
Our charter limits the liability of our directors and officers to us and our stockholders for monetary damages, except for liability resulting from: • actual receipt of an improper benefit or profit in money, property or services; or • a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
Our charter limits the liability of our directors and officers to us and our stockholders for monetary damages, except for liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services; or (ii) a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: our financial condition, performance, liquidity and prospects; actual or anticipated variations in our quarterly operating results or distributions; changes in our funds from operations, or FFO, or earnings; publication of research reports about us or the real estate industry; changes in earnings estimates by analysts and our ability to meet analysts’ earnings estimates; increases in market interest rates that lead purchasers of our shares to demand a higher yield; the market for similar securities issued by REITs; the attractiveness of REIT securities in comparison to the securities of other companies, taking into account, among other things, the higher tax rates imposed on dividends paid by REITs; government legislation, action or regulation; our issuance of debt or preferred equity securities; the realization of any of the other risk factors presented in this Annual Report on Form 10-K; and general market, including capital market and real estate market, and economic conditions.
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: our financial condition, performance, liquidity and prospects; actual or anticipated variations in our quarterly operating results or distributions; changes in our funds from operations (“FFO”), or earnings; publication of research reports about us or the real estate industry; changes in earnings estimates by analysts and our ability to meet analysts’ earnings estimates; increases in market interest rates that lead purchasers of our shares to demand a higher yield; the market for similar securities issued by REITs; the attractiveness of REIT securities in comparison to the securities of other companies, taking into account, among other things, the higher tax rates imposed on dividends paid by REITs; government legislation, action or regulation; our issuance of debt or preferred equity securities; the realization of any of the other risk factors presented in this Annual Report on Form 10-K; and general market, including capital market and real estate market, and economic conditions. 23 Table of Contents
We also intend to maintain a fixed charge coverage ratio in excess of 2.0x and a net debt-to-adjusted EBITDA ratio below 5.0x and limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness but our board of directors may modify or eliminate these limitations at any time without the approval of our stockholders.
We also intend to maintain a fixed charge coverage ratio in excess of 2.0x and a net debt-to-adjusted EBITDA ratio below 4.5x and limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness but our board of directors may modify or eliminate these limitations at any time without the approval of our stockholders.
The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates or are otherwise sensitive to these lower rates to perceive investments in REITs to be relatively 21 Table of Contents less attractive than investments in the stock of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.
The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates or are otherwise sensitive to these lower rates to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.
We may not acquire the industrial properties that we have entered into agreements or non-binding letters of intent to acquire. 11 Table of Contents We have entered, and may in the future enter, into agreements and non-binding letters of intent with third-party sellers to acquire properties as more fully described under the heading “Material Cash Commitments” in this Annual Report on Form 10-K.
We may not acquire the industrial properties that we have entered into agreements or non-binding letters of intent to acquire. We have entered, and may in the future enter, into agreements and non-binding letters of intent with third-party sellers to acquire properties as more fully described under the heading “Material Cash Commitments” in this Annual Report on Form 10-K.
If a transaction that is intended to qualify for deferral under Section 1031 is 22 Table of Contents later determined to have been taxable, we may face adverse consequences. Additionally, if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax-deferred basis.
If a transaction that is intended to qualify for deferral under Section 1031 is later determined to have been taxable, we may face adverse consequences. Additionally, if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax-deferred basis.
Sales of substantial amounts of shares of our common stock in the public market, including the issuance of our common stock in connection with property, portfolio or business acquisitions, the issuance and vesting of any restricted stock granted to employees under our 2019 Equity Incentive Plan and the issuance of our common stock upon the vesting of awards under our Amended and Restated Long-Term Incentive Plan, may be dilutive to existing stockholders and could have an adverse effect on the market price of our common stock.
Sales of substantial amounts of shares of our common stock in the public market, including the issuance of our common stock in connection with property, portfolio or business acquisitions, the issuance and vesting of any restricted stock granted to employees under our 2025 Equity Incentive Plan (the “2025 Plan”) and the issuance of our common stock upon the vesting of awards under our Amended and Restated Long-Term Incentive Plan, may be dilutive to existing stockholders and could have an adverse effect on the market price of our common stock.
Failure of any of these REIT subsidiaries to qualify as a REIT for U.S. federal income tax purposes could jeopardize our status as a REIT for U.S. federal income tax purposes. Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flows.
Failure of any of these 20 Table of Contents REIT subsidiaries to qualify as a REIT for U.S. federal income tax purposes could jeopardize our status as a REIT for U.S. federal income tax purposes. Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flows.
Environmental laws in the U.S. also require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition.
Environmental laws in the United States also require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition.
The potential application of the prohibited transactions tax could cause us to forego potential dispositions of property or to forego other opportunities that might otherwise be attractive to us, or to hold investments or undertake such dispositions or other opportunities through a taxable REIT subsidiary (“TRS”), which would generally result in such TRS incurring corporate income taxes.
The potential application of the prohibited transactions tax could cause us to forego potential dispositions of property or to forego other opportunities that might otherwise be attractive to us, or to hold investments or undertake such dispositions or other opportunities through a TRS, which would generally result in such TRS incurring corporate income taxes.
As of December 31, 2024, the revolving credit facility had an outstanding balance of approximately $82.0 million. We also have $475.0 million of senior unsecured notes outstanding as well as an outstanding mortgage loan with a total contractual principal amount of approximately $72.9 million.
As of December 31, 2025, the revolving credit facility had an outstanding balance of approximately $200.0 million. We also have $475.0 million of senior unsecured notes outstanding as well as an outstanding mortgage loan with a total contractual principal amount of approximately $72.9 million.
Investors should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 2 and should also refer to our quarterly reports on Form 10-Q and current reports on Form 8-K for any material updates to these risk factors.
Investors should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 4 and should also refer to future quarterly reports on Form 10-Q and current reports on Form 8-K for any material updates to these risk factors.
We cannot predict when or if any new U.S. federal income tax law, regulation, or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively.
We cannot predict when or if any new U.S. federal income tax law, regulation, or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, 22 Table of Contents or interpretation may take effect retroactively.
If we fail to qualify as a REIT in any taxable year, and are unable to obtain relief under certain statutory provisions, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because: • we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal and state income tax at regular corporate rates; and • we could not elect to qualify as a REIT for four taxable years following the year during which we were disqualified. 20 Table of Contents In addition, we would no longer be required to pay distributions.
If we fail to qualify as a REIT in any taxable year, and are unable to obtain relief under certain statutory provisions, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because: • we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal and state income tax at regular corporate rates; and • we could not elect to qualify as a REIT for four taxable years following the year during which we were disqualified.
We utilize local third-party managers for day-to-day property management for substantially all of our properties. In general, we prefer to utilize local third-party managers for day-to-day property management, although we may directly manage other properties in the future.
We utilize local third-party managers for day-to-day property management for substantially all of our properties. Although we may directly manage certain properties, in general, we prefer to utilize local third-party managers for day-to-day property management.
As of December 31, 2024, we had total debt, net of deferred financing costs and unamortized fair value adjustment, of approximately $823.4 million, which consisted of revolving credit facility borrowings, term loan borrowings, senior unsecured note borrowings and a mortgage loan payable.
As of December 31, 2025, we had total debt, net of deferred financing costs and unamortized fair value adjustment, of approximately $943.3 million, which consisted of revolving credit facility borrowings, term loan borrowings, senior unsecured note borrowings and a mortgage loan payable.
Our ability to pay distributions on our stock is also limited by applicable Maryland law, under which we generally may not make a distribution on our stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus, unless the terms of such class or series provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of our outstanding stock.
Our ability to pay distributions on our stock is also limited by applicable Maryland law, under which we generally may not make a distribution on our stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus, unless the terms of such class or series provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of our outstanding stock. 9 Table of Contents Our investments are concentrated in the industrial real estate sector, and our business would be adversely affected by an economic downturn in that sector.
We may be required to fund future tenant improvements, and we may not have funding for those improvements. 10 Table of Contents When a tenant at one of our properties does not renew its lease or otherwise vacates its space in one of our buildings in the future, it is likely that, in order to attract one or more new tenants, we will be required to expend funds to construct new tenant improvements in the vacated space.
When a tenant at one of our properties does not renew its lease or otherwise vacates its space in one of our buildings in the future, it is likely that, in order to attract one or more new tenants, we will be required to expend funds to construct new tenant improvements in the vacated space.
For example, as of December 31, 2024, approximately 19.9% of our rentable square feet and approximately 41.4% of our improved land parcels were located in New York City/Northern New Jersey, representing a combined percentage of approximately 27.9% of our total annualized base rent.
For example, as of December 31, 2025, approximately 17.9% of our rentable square feet and approximately 42.7% of our improved land parcels were located in New York City/Northern New Jersey, representing a combined percentage of approximately 26.6% of our total annualized base rent.
We face potential adverse effects from the bankruptcies or insolvencies of tenants or from tenant defaults generally. We are dependent on tenants for our revenues, including certain significant tenants and single tenants that occupy entire properties. As a result, the bankruptcy or insolvency of our tenants, or tenant defaults generally, may adversely affect the income produced by our properties.
We face potential adverse effects from the bankruptcies or insolvencies of tenants or from tenant defaults generally. We are dependent on tenants for our revenues, including certain significant tenants and single tenants that occupy entire properties.
In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the rules proposed by the SEC and the legislation recently enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective.
In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, may increase compliance and data collection costs if, and when, such laws and regulations become effective.
As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it could adversely affect the value of our common stock.
In addition, we would no longer be required to pay distributions. As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it could adversely affect the value of our common stock.
Taxable stockholders receiving taxable stock dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, stockholders may be required to pay income taxes with respect to such dividends in excess of any cash dividends received.
Taxable stockholders receiving taxable stock dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes.
There is no assurance that such proposed acquisitions, if completed, will be completed on the timeframe or terms we expect. If we do not complete the acquisition of the properties under contract or non-binding letters of intent, we will have incurred expenses without our stockholders realizing any benefit from the acquisition of such properties. We depend on key personnel.
If we do not complete the acquisition of the properties under contract or non-binding letters of intent, we will have incurred expenses without our stockholders realizing any benefit from the acquisition of such properties. 11 Table of Contents We depend on key personnel.
If such uncertainty continues or is heightened, it could lead to sustained periods of economic slowdown or recession, continued inflation and higher interest rates or declining demand for real estate, and the occurrence of such events or public perception that any of these events may occur, would result in a general decrease in rents or an increased occurrence of defaults under existing leases, which would materially adversely affect our financial condition and results of operations.
The occurrence of such events or public perception that any of these events may occur could result in a general decrease in rents or an increased occurrence of defaults under existing leases, which would materially adversely affect our financial condition and results of operations.
Additionally, to the extent such dividends are attributable to certain dividends that we receive from a TRS, such dividends generally will be eligible for the reduced rates that apply to qualified dividend income.
However, a deduction of up to 20% (subject to certain limitations) is available on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers. Additionally, to the extent such dividends are attributable to certain dividends that we receive from a TRS, such dividends generally will be eligible for the reduced rates that apply to qualified dividend income.
Certain of our debt, such as our term loans, senior unsecured notes and mortgage loan, require that the principal be repaid at the maturity of the loan in a “balloon payment.” As of December 31, 2024, the financing arrangements of our outstanding indebtedness could require us to make lump-sum or “balloon” payments of approximately $829.9 million at maturity dates that range from 2026 to 2031.
As of December 31, 2025, the financing arrangements of our outstanding indebtedness could require us to make lump-sum payments of approximately $947.9 million at maturity dates that range from 2026 to 2031.
This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities included a more significant portion of other sectors of the real estate industry. 9 Table of Contents Any future pandemic, epidemic or outbreak of any highly infectious disease could have an adverse effect on our business, financial condition, results of operations and cash flows and the business, financial condition, results of operations and cash flows of our tenants.
Our investments in real estate assets are concentrated in the industrial real estate sector. This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities included a more significant portion of other sectors of the real estate industry.
Further, such a loss could be negatively perceived in the capital markets, which may also adversely impact our financial condition and cash flows. We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (“IT”) networks and related systems.
Further, such a loss could be negatively perceived in the capital markets, which may also adversely impact our financial condition and cash flows. The use of artificial intelligence presents risks and challenges that may adversely impact our business and operating results or that of our tenants.
In addition, throughout 2023 and 2024, we observed economic and geopolitical uncertainty in the United States and abroad.
In addition, from time to time, we have observed economic uncertainty and geopolitical issues in the United States and abroad, including the conflict between Russia and Ukraine and disruption in the Middle East.
Removed
Our investments are concentrated in the industrial real estate sector, and our business would be adversely affected by an economic downturn in that sector. Our investments in real estate assets are concentrated in the industrial real estate sector.
Added
Any future pandemic, epidemic or outbreak of any highly infectious disease could have an adverse effect on our business, financial condition, results of operations and cash flows and the business, financial condition, results of operations and cash flows of our tenants.
Removed
Any future pandemic, epidemic or outbreak of any highly infectious disease may materially and adversely affect our businesses, financial condition, results of operations and cash flows and may also have the effect of heightening many of the risks described below and within this “Risk Factors” section, including: • the complete or partial closure of, or other operational restrictions or other issues at, one or more of our properties resulting from government or tenant action could have a material adverse impact on our operations and those of our tenants and third-party property managers; • reduced economic activity impacting the businesses, financial condition and liquidity of our tenants could cause one or more of our tenants, including certain significant tenants, or one or more of our third-party managers, to be unable to meet their rent payment or other obligations to us in full, or at all, to otherwise seek modifications of such obligations, including rent payment deferrals, or to file for bankruptcy protection; • our inability to renew leases, lease vacant space, including vacant space from tenant defaults, or re-lease space as leases expire on favorable terms, or at all, which could result in lower rental revenues or cause interruptions or delays in the receipt, or non-receipt, of rental payments; • severe disruption and instability in the U.S. and global financial markets or deteriorations in credit and financing conditions could make it difficult for us to access debt and equity capital on attractive terms, or at all, and impact our ability to fund business activities and repay debt on a timely basis; and • disruptions in the supply of materials or products or the inability of contractors to perform on a timely basis, or at all, including as a result of restrictions on construction activity, could cause delays in completing ongoing or future construction or re-development projects.
Added
Any future pandemic, epidemic or outbreak of any highly infectious disease may materially and adversely affect our businesses, financial condition, results of operations and cash flows and may also have the effect of heightening many of the risks described below and within this “Risk Factors” section.
Removed
However, for taxable years beginning before January 1, 2026, a deduction of up to 20% (subject to certain limitations) is available on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers.
Added
We may be required to fund future tenant improvements, and we may not have funding for those improvements.
Added
As a result, the bankruptcy or insolvency of our tenants, or tenant defaults generally, may adversely affect the 10 Table of Contents income produced by our properties.
Added
There is no assurance that such proposed acquisitions, if completed, will be completed on the timeframe or terms we expect.
Added
We may adopt and integrate generative artificial intelligence and machine learning (collectively, “AI”) tools into our operations to enhance efficiencies and streamline existing systems. However, the development and maintenance of AI tools may entail substantial risks. While these tools hold promise in optimizing processes and driving efficiencies, as with many technological innovations, they also pose inherent risks.
Added
These include, but are not limited to, the potential for inaccuracy, bias, intellectual property infringement, or misappropriation, as well as concerns regarding data privacy and cyber security. We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (“IT”) networks and related systems.
Added
Recent developments in the cyber threat landscape include the use of AI, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher financial ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodologies. Further, any adoption of AI by us or by third parties may pose new security challenges.
Added
Certain of our debt, such as our term loans, senior unsecured notes and mortgage loan, require that the principal be repaid at the maturity of the loan, rather than amortized via principal payments over the term of the loan.
Added
If such uncertainties or issues continue or are heightened, it could lead to sustained periods of economic slowdown or recession, continued inflation and higher interest rates or declining demand for real estate.
Added
As a result, stockholders may be required to pay income taxes with 21 Table of Contents respect to such dividends in excess of any cash dividends received.
Added
Trade policies, tariffs and related government actions may cause a decline in economic activity and disrupt supply chains, which could have a material adverse impact on our business.
Added
The U.S. government has continued to evaluate and effectuate changes to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto.
Added
During 2025, new tariffs were imposed in the United States for imports from a broad range of countries and on certain materials. Several countries also implemented or proposed retaliatory tariffs on imports from the United States and introduced additional trade barriers.
Added
Tariffs on imported goods imposed by the United States or by foreign countries could further increase costs, decrease margins, reduce the competitiveness of products and services offered by our current and future tenants and adversely affect the revenues and profitability of our tenants whose businesses rely on goods imported from such impacted jurisdictions or exported to foreign countries.
Added
In addition, there is uncertainty as to further actions that may be taken by the United States and by foreign countries with respect to trade policy and tariffs.
Added
Further governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies could further increase costs, decrease margins, reduce the competitiveness of products and services offered by our current and future tenants and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the United States or exported to foreign countries.
Added
Any of these impacts could depress economic activity, including consumption, and have a material adverse effect on the businesses of our current and future tenants as well as on our business, financial condition and results of operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+1 added−0 removed4 unchanged
Biggest changeManagement of cybersecurity risks is a component of our overall risk management strategy, which is overseen by our senior management team and our board of directors. We rely on a managed IT service provider with a longstanding relationship with the Company to help manage cybersecurity risks.
Biggest changeWe rely on a managed IT service provider with a longstanding relationship with the Company to help manage cybersecurity risks. Our managed IT service provider conducts testing of our controls and environment, including penetration testing, to identify and remediate cybersecurity risks.
Governance Related to Cybersecurity Risks Our third-party managed IT service provider reports to our Chief Financial Officer, Chief Accounting Officer, and Chief Operating Officer on cybersecurity matters, including cybersecurity risks. These senior executives are involved in management of information security procedures and periodically brief the board of directors on information security matters.
Governance Related to Cybersecurity Risks Our third-party managed IT service provider reports to our Chief Financial Officer and Chief Operating Officer on cybersecurity matters, including cybersecurity risks. These senior executives are involved in management of information security procedures and periodically brief the board of directors on information security matters.
Additionally, as a public company, we are subject to Sarbanes-Oxley Act (“SOX”) requirements and must undergo independent audits of information technology general controls in support of internal control over financial reporting.
Additionally, as a public company, we are subject to Sarbanes-Oxley Act (“SOX”) requirements and must undergo independent audits of information technology general controls in support of internal control over financial reporting. The Company did not identify any cybersecurity incidents in 2025.
Our managed IT service provider conducts testing of our controls and environment, including penetration testing, to identify and remediate cybersecurity risks. We have an employee education program that is designed to raise awareness of cybersecurity threats to reduce our vulnerability as well as to encourage consideration of cybersecurity risks across functions.
We have an employee education program that is designed to raise awareness of cybersecurity threats to reduce our vulnerability as well as to encourage consideration of cybersecurity risks across functions.
Item 1C. Cybersecurity. Cyber Risk Management and Strategy 23 Table of Contents We rely on information technology in our operations, and any material failures, inadequacies, interruptions, security failures, social engineering attacks or cyber-attacks could harm our business.
Item 1C. Cybersecurity. Cyber Risk Management and Strategy We rely on information technology in our operations, and any material failures, inadequacies, interruptions, security failures, social engineering attacks or cyber-attacks could harm our business. Management of cybersecurity risks is a component of our overall enterprise risk management strategy, which is overseen by our senior management team and our board of directors.
The audit committee administers its risk oversight function by receiving periodic reports from members of senior management on areas of material risk to our company. Our audit committee discusses our cybersecurity program at least annually, receives updates on relevant developments and considers steps that our management has taken to monitor and seek to mitigate any risk exposures.
Our audit committee discusses our cybersecurity program at least annually, receives updates on relevant developments and considers steps that our management has taken to monitor and seek to mitigate any risk exposures. 24 Table of Contents
Added
The audit committee administers its risk oversight function by receiving periodic reports from members of senior management on areas of material risk to our company.

Item 2. Properties

Properties — owned and leased real estate

18 edited+4 added−2 removed5 unchanged
Biggest changeThe following tables summarize the anticipated lease expirations for leases in place as of December 31, 2024, without giving effect to the exercise of unexercised renewal options or termination rights, if any, at or prior to the scheduled expirations: Buildings: Year Rentable Square Feet % of Total Rentable Square Feet Annualized Base Rent (in thousands) 2 % of Total Annualized Base Rent 3 2025 1 2,384,048 12.4 % $ 39,774 10.9 % 2026 3,558,714 18.5 % 54,744 15.0 % 2027 2,969,391 15.4 % 49,972 13.7 % 2028 2,493,684 12.9 % 49,031 13.4 % 2029 2,120,147 11.0 % 42,295 11.6 % Thereafter 5,235,127 27.2 % 90,042 24.5 % Total 18,761,111 97.4 % $ 325,858 89.1 % 28 Table of Contents Improved Land Parcels: Year Improved Land Acreage % of Total Improved Land Acreage Annualized Base Rent (in thousands) 2 % of Total Annualized Base Rent 3 2025 4 20.0 13.3 % $ 5,234 1.4 % 2026 23.7 15.7 % 6,766 1.8 % 2027 15.8 10.5 % 5,175 1.4 % 2028 21.2 14.1 % 5,628 1.5 % 2029 14.2 9.4 % 3,366 0.9 % Thereafter 48.3 32.1 % 13,759 3.9 % Total 143.2 95.1 % $ 39,928 10.9 % Total Buildings and Improved Land Parcels: Year Total Annualized Base Rent (in thousands) 3 % of Total Annualized Base Rent 3 2025 5 $ 45,008 12.3 % 2026 61,510 16.8 % 2027 55,147 15.1 % 2028 54,660 14.9 % 2029 45,660 12.5 % Thereafter 103,801 28.4 % Total $ 365,786 100.0 % 1 Includes leases that expire on or after December 31, 2024 and month-to-month leases totaling approximately 42,876 square feet. 2 Annualized base rent is calculated as contractual monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of December 31, 2024, multiplied by 12. 3 Total annualized base rent is calculated as contractual monthly base rent per the leases at expiration, for all buildings and/or improved land parcels, excluding any partial or full rent abatements, as of December 31, 2024, multiplied by 12. 4 Includes leases that expire on or after December 31, 2024 and month-to-month leases totaling approximately 2.4 acres. 5 Includes leases that expire on or after December 31, 2024 and month-to-month leases disclosed in footnotes 1 and 4 of the table.
Biggest changeThe following tables summarize the anticipated lease expirations for leases in place as of December 31, 2025, without giving effect to the exercise of unexercised renewal options or termination rights, if any, at or prior to the scheduled expirations: Buildings: Year Rentable Square Feet % of Total Rentable Square Feet Annualized Base Rent (in thousands) 2 % of Total Annualized Base Rent 3 2026 1 3,608,078 18.2 % $ 57,835 14.3 % 2027 2,869,933 14.5 % 49,443 12.2 % 2028 2,570,399 13.0 % 53,558 13.2 % 2029 2,543,753 12.9 % 51,727 12.8 % 2030 2,056,514 10.4 % 37,890 9.4 % Thereafter 5,356,362 27.1 % 113,622 28.0 % Total 19,005,039 96.1 % $ 364,075 89.9 % 28 Table of Contents Improved Land Parcels: Year Improved Land Acreage % of Total Improved Land Acreage Annualized Base Rent (in thousands) 2 % of Total Annualized Base Rent 3 2026 4 20.2 13.7 % $ 5,808 1.4 % 2027 14.5 9.9 % 4,094 1.0 % 2028 26.4 18.0 % 7,430 1.8 % 2029 12.1 8.2 % 2,965 0.7 % 2030 30.7 20.9 % 8,662 2.1 % Thereafter 36.3 24.7 % 11,967 3.1 % Total 140.2 95.4 % $ 40,926 10.1 % Total Buildings and Improved Land Parcels: Year Total Annualized Base Rent (in thousands) 3 % of Total Annualized Base Rent 3 2026 5 $ 63,643 15.7 % 2027 53,537 13.2 % 2028 60,988 15.0 % 2029 54,692 13.5 % 2030 46,552 11.5 % Thereafter 125,589 31.1 % Total $ 405,001 100.0 % 1 Includes leases that expire on or after December 31, 2025 and month-to-month leases totaling approximately 56,091 square feet.
Further, re-leased/renewed rental rates in a particular market may not be consistent with rental rates across our portfolio as a whole and re-leased/renewed rental rates for particular properties within a market may not be consistent with rental rates across our portfolio within a particular market, in each case due to a number of factors, including local real estate conditions, local supply and demand for industrial space, the condition of the property, the impact of leasing incentives, including free rent and tenant improvements, and whether the property, or space within the property, has been redeveloped. 29 Table of Contents
Further, re-leased/renewed rental rates in a particular market may not be consistent with rental rates across our portfolio as a whole and re-leased/renewed rental rates for particular properties within a market may not be consistent with rental rates across our portfolio within a particular market, in each case due to a number of factors, including local real estate conditions, local supply and demand for industrial space, the condition of the property, the impact of leasing incentives, including free rent and tenant improvements, and whether the property, or space within the property, has been redeveloped.
We currently expect that, on average, the rental rates we are likely to achieve on new (re-leased) or renewed leases for our 2025 expirations will be above the rates currently being paid for the same space.
We currently expect that, on average, the rental rates we are likely to achieve on new (re-leased) or renewed leases for our 2026 expirations will be above the rates currently being paid for the same space.
The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%. The unamortized fair value adjustment as of December 31, 2024 was approximately $3.6 million.
The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%. The unamortized fair value adjustment as of December 31, 2025 was approximately $2.5 million.
Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. As of December 31, 2024, leases representing approximately 12.3% of the total annualized base rent of our portfolio are scheduled to expire during the year ending December 31, 2025.
Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. As of December 31, 2025, leases representing approximately 15.7% of the total annualized base rent of our portfolio are scheduled to expire during the year ending December 31, 2026.
As of December 31, 2024, one of our properties with a net book value of approximately $179.1 million was encumbered by a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028.
As of December 31, 2025, one of our properties with a net book value of approximately $176.0 million was encumbered by a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028.
In addition, approximately 97.3% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.
In addition, approximately 96.8% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.
As of December 31, 2024, the buildings and improved land parcels were approximately 97.4% and 95.1% leased, respectively, to 670 customers, the largest of which accounted for approximately 5.5% of our total annualized base rent. The properties are located in New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C.
As of December 31, 2025, the buildings and improved land parcels were approximately 96.1% and 95.4% leased, respectively, to 683 customers, the largest of which accounted for approximately 4.9% of our total annualized base rent. The properties are located in New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C.
Cash rent changes on new and renewed leases totaling approximately 0.7 million square feet commencing during the three months ended December 31, 2024 were approximately 26.7% higher as compared to the previous rental rates for that same space, and cash rent changes on new and renewed leases totaling approximately 2.3 million square feet and 22.5 acres of improved land commencing during the year ended December 31, 2024 were approximately 36.5% higher as compared to the previous rental rates for that same space.
Cash rent changes on new and renewed leases totaling approximately 0.7 million square feet commencing during the three months ended December 31, 2025 were approximately 29.8% higher as compared to the previous rental rates for that same space, and cash rent changes on new and renewed leases totaling approximately 2.7 million square feet and 24.4 acres of improved land commencing during the year ended December 31, 2025 were approximately 25.4% higher as compared to the previous rental rates for that same space.
Item 2. Properties. As of December 31, 2024, we owned a total of 299 buildings (including one building held for sale) aggregating approximately 19.3 million square feet, 47 improved land parcels consisting of approximately 150.6 acres, six properties under development or redevelopment and approximately 22.4 acres of land entitled for future development.
Item 2. Properties. As of December 31, 2025, we owned a total of 309 buildings (including one building held for sale) aggregating approximately 19.8 million square feet, 46 improved land parcels consisting of approximately 147.0 acres and six properties under development or redevelopment.
We had a tenant retention ratio for the operating portfolio of 82.4% and 61.6%, respectively, for the three months and year ended December 31, 2024. We had a tenant retention ratio for the improved land portfolio of 0% and 54.7%, respectively, for the three months and year ended December 31, 2024.
We had a tenant retention ratio for the operating portfolio of 67.9% and 70.2%, respectively, for the three months and year ended December 31, 2025. We had a tenant retention ratio for the improved land portfolio of 0% and 74.1%, respectively, for the three months and year ended December 31, 2025.
Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or that our properties will be re-leased at all or at rental rates equal to or above the current average rental rates.
The square footage or acreage of tenants that default or buy-out prior to expiration of their lease and short-term leases of less than one year are not included in the calculation. 29 Table of Contents Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or that our properties will be re-leased at all or at rental rates equal to or above the current average rental rates.
See our “Consolidated Financial Statements, Schedule III-Real Estate Investments and Accumulated Depreciation” in this Annual Report on Form 10-K for a detailed listing of our properties. 24 Table of Contents The following table summarizes by type our investments in real estate as of December 31, 2024: Type Number of Buildings or Improved Land Parcels Annualized Base Rent (in thousands) 1 % of Total Warehouse/distribution 263 $ 255,722 79.7 % Flex 15 10,771 3.4 % Transshipment 21 19,312 6.0 % Improved land 47 34,891 10.9 % Total 346 $ 320,696 100.0 % 1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of December 31, 2024, multiplied by 12. 25 Table of Contents The following table summarizes by market our investments in real estate as of December 31, 2024: New York City/Northern New Jersey Los Angeles Miami San Francisco Bay Area Seattle Washington, D.C.
The following table summarizes by type our investments in real estate as of December 31, 2025: Type Number of Buildings or Improved Land Parcels Annualized Base Rent (in thousands) 1 % of Total Warehouse/distribution 271 $ 287,366 80.5 % Flex 16 12,043 3.4 % Transshipment 22 21,392 6.0 % Improved land 46 35,918 10.1 % Total 355 $ 356,719 100.0 % 1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of December 31, 2025, multiplied by 12. 25 Table of Contents The following table summarizes by market our investments in real estate as of December 31, 2025: New York City/Northern New Jersey Los Angeles Miami San Francisco Bay Area Seattle Washington, D.C.
Annualized base rent for our New York City assets was $38.0 million as of December 31, 2024. 2 Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of December 31, 2024, weighted by the respective square footage. 3 Includes six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet and approximately 22.4 acres of land entitled for future development. 4 Occupancy decreased from 98.5% at December 31, 2023 to 97.4% at December 31, 2024 due, in part, to approximately 176,000 square feet of acquired vacancy, 42,000 square feet of which have leases that commence in January 2025.
Annualized base rent for our New York City assets was $46.8 million as of December 31, 2025, representing approximately 13.1% of total annualized base rent. 2 Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of December 31, 2025, weighted by the respective square footage. 3 Includes six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 1.2 million square feet.
As needed, we hold discussions with the tenant’s management about their business and we conduct site visits of the tenant’s operations. 27 Table of Contents Our top 20 customers based on annualized base rent as of December 31, 2024 are as follows: Customer Leases Rentable Square Feet % of Total Rentable Square Feet Improved Land Acreage Annualized Base Rent (in thousands) 1 % of Total Annualized Base Rent 2 1 Amazon.com 6 783,880 4.1 % 2.8 $ 17,673 5.5 % 2 FedEx Corporation 6 308,889 1.6 % 7.7 6,677 2.1 % 3 Imperial Bag & Paper Co LLC 1 505,729 2.6 % — 4,729 1.5 % 4 United States Government 8 316,796 1.6 % — 4,620 1.4 % 5 O'Neill Logistics 2 429,692 2.2 % — 4,546 1.4 % 6 Meta Platforms, Inc. 2 299,775 1.6 % — 4,496 1.4 % 7 Danaher 3 171,707 0.9 % — 4,201 1.3 % 8 District of Columbia 8 245,888 1.3 % — 3,692 1.2 % 9 MD Turbines Inc. 2 284,161 1.5 % — 3,580 1.1 % 10 International Cargo Terminals Inc. 1 31,601 0.2 % — 3,399 1.1 % 11 Motivate LLC 3 101,234 0.5 % — 3,070 1.0 % 12 Sentury Tire USA Inc. 1 161,787 0.8 % — 2,710 0.8 % 13 Lucid USA, Inc. 1 161,680 0.8 % — 2,676 0.8 % 14 Northrop Grumman Systems Corporation 2 148,458 0.8 % — 2,489 0.8 % 15 Port Kearny Security, Inc. 1 — — % 16.9 2,460 0.8 % 16 Sarcona Management Corporation 2 28,124 0.1 % 4.9 2,383 0.7 % 17 Triton Logistics Inc. 1 190,907 1.0 % — 2,349 0.7 % 18 B&B Granite Block Sales, LLC 1 — — % 7.2 2,246 0.7 % 19 JAM'N Logistics Inc. 1 110,336 0.6 % — 2,231 0.7 % 20 Fisica Inc.
As needed, we hold discussions with the tenant’s management about their business and we conduct site visits of the tenant’s operations. 27 Table of Contents Our top 20 customers based on annualized base rent as of December 31, 2025 are as follows: Customer Leases Rentable Square Feet % of Total Rentable Square Feet Improved Land Acreage Annualized Base Rent (in thousands) 1 % of Total Annualized Base Rent 2 1 Amazon.com 5 783,880 4.0 % — $ 17,585 4.9 % 2 FedEx Corporation 6 645,677 3.2 % 7.7 7,788 2.1 % 3 Quanta Manufacturing Nashville LLC 1 225,861 1.1 % — 4,879 1.4 % 4 Imperial Bag & Paper Co LLC 1 505,729 2.6 % — 4,870 1.3 % 5 Danaher 3 171,707 0.9 % — 4,739 1.3 % 6 United States Government 9 316,796 1.6 % — 4,627 1.3 % 7 District of Columbia 8 245,888 1.2 % — 3,803 1.1 % 8 MD Turbines Inc. 2 284,161 1.4 % — 3,701 1.0 % 9 Fisica Inc.
(previously L3 Harris Applied Technologies, Inc.) 1 170,114 0.9 % — 2,230 0.7 % Total 53 4,450,758 23.1 % 39.5 $ 82,457 25.7 % 1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of December 31, 2024, multiplied by 12. 2 Total annualized base rent is calculated as contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements, as of December 31, 2024, multiplied by 12.
Webb Company 1 33,414 0.2 % — 2,400 0.7 % Total 51 5,661,770 28.6 % 34.6 $ 86,127 24.1 % 1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of December 31, 2025, multiplied by 12. 2 Total annualized base rent is calculated as contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements, as of December 31, 2025, multiplied by 12.
Total/Weighted Average Investments in Real Estate Number of Buildings 65 61 44 57 44 28 299 Rentable Square Feet 3,833,186 2,811,980 4,458,701 3,240,494 2,731,666 2,180,643 19,256,670 % of Total 19.9 % 14.6 % 23.2 % 16.8 % 14.2 % 11.3 % 100.0 % Occupancy % as of December 31, 2024 4 97.1 % 98.5 % 95.8 % 99.7 % 97.1 % 97.1 % 97.4 % Annualized Base Rent (in thousands) 1 $ 75,947 $ 40,612 $ 51,098 $ 51,362 $ 36,025 $ 30,761 $ 285,805 % of Total 26.5 % 14.2 % 17.9 % 18.0 % 12.6 % 10.8 % 100.0 % Annualized Base Rent 1 Per Occupied Square Foot $ 20.42 $ 14.66 $ 11.97 $ 15.90 $ 13.58 $ 14.52 $ 15.23 Weighted Average Remaining Lease Term (Years) 2 4.1 4.9 5.7 3.1 3.2 2.6 4.1 Investments in Improved Land Number of Land Parcels 13 15 3 4 10 2 47 Acres 62.3 30.9 9.9 14.3 25.9 7.3 150.6 % of Total 41.4 % 20.5 % 6.6 % 9.5 % 17.2 % 4.8 % 100.0 % Occupancy % as of December 31, 2024 100.0 % 96.4 % 100.0 % 100.0 % 75.7 % 100.0 % 95.1 % Annualized Base Rent (in thousands) 1 $ 13,480 $ 9,966 $ 2,153 $ 2,896 $ 4,984 $ 1,412 $ 34,891 % of Total 38.6 % 28.6 % 6.2 % 8.3 % 14.3 % 4.0 % 100.0 % Annualized Base Rent 1 Per Occupied Square Foot $ 4.96 $ 7.68 $ 5.00 $ 4.66 $ 5.83 $ 4.45 $ 5.57 Weighted Average Remaining Lease Term (Years) 2 3.7 2.4 8.2 5.5 3.2 8.5 4.1 Total Investments in Real Estate and Improved Land Annualized Base Rent (in thousands) 1 $ 89,427 $ 50,578 $ 53,251 $ 54,258 $ 41,009 $ 32,173 $ 320,696 % of Total Annualized Base Rent 1 27.9 % 15.8 % 16.6 % 16.9 % 12.8 % 10.0 % 100.0 % Gross Book Value (in thousands) 3 $ 1,337,642 $ 822,049 $ 1,081,104 $ 842,953 $ 617,045 $ 428,832 $ 5,129,625 % of Total Gross Book Value 26.1 % 16.0 % 21.1 % 16.4 % 12.0 % 8.4 % 100.0 % 1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of December 31, 2024, multiplied by 12.
Total/Weighted Average Investments in Real Estate Number of Buildings 68 61 41 57 54 28 309 Rentable Square Feet 3,545,337 2,626,153 4,659,694 3,208,440 3,556,981 2,180,643 19,777,248 % of Total 17.9 % 13.3 % 23.6 % 16.2 % 18.0 % 11.0 % 100.0 % Occupancy % as of December 31, 2025 93.0 % 99.5 % 92.2 % 99.3 % 98.3 % 97.1 % 96.1 % Annualized Base Rent (in thousands) 1 $ 80,447 $ 45,413 $ 57,653 $ 55,895 $ 49,040 $ 32,353 $ 320,801 % of Total 25.0 % 14.2 % 18.0 % 17.4 % 15.3 % 10.1 % 100.0 % Annualized Base Rent 1 Per Occupied Square Foot $ 24.41 $ 17.38 $ 13.42 $ 17.54 $ 14.02 $ 15.29 $ 16.88 Weighted Average Remaining Lease Term (Years) 2 3.8 5.7 5.3 3.6 2.8 2.3 4.0 Investments in Improved Land Number of Land Parcels 14 13 3 5 9 2 46 Acres 62.8 28.8 9.9 14.4 23.8 7.3 147.0 % of Total 42.7 % 19.6 % 6.7 % 9.8 % 16.2 % 5.0 % 100.0 % Occupancy % as of December 31, 2025 99.5 % 89.1 % 100.0 % 100.0 % 85.7 % 100.0 % 95.4 % Annualized Base Rent (in thousands) 1 $ 14,488 $ 9,351 $ 2,235 $ 3,092 $ 5,289 $ 1,463 $ 35,918 % of Total 40.4 % 26.0 % 6.2 % 8.6 % 14.7 % 4.1 % 100.0 % Annualized Base Rent 1 Per Occupied Square Foot $ 5.32 $ 8.36 $ 5.19 $ 4.91 $ 5.95 $ 4.61 $ 5.88 Weighted Average Remaining Lease Term (Years) 2 2.9 3.1 8.0 4.9 5.1 7.5 4.0 Total Investments in Real Estate and Improved Land Annualized Base Rent (in thousands) 1 $ 94,935 $ 54,764 $ 59,888 $ 58,987 $ 54,329 $ 33,816 $ 356,719 % of Total Annualized Base Rent 1 26.6 % 15.4 % 16.8 % 16.5 % 15.2 % 9.5 % 100.0 % Gross Book Value (in thousands) 3 $ 1,438,995 $ 893,011 $ 1,239,864 $ 848,508 $ 889,552 $ 483,965 $ 5,793,895 % of Total Gross Book Value 24.8 % 15.4 % 21.4 % 14.6 % 15.4 % 8.4 % 100.0 % 1 Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of December 31, 2025, multiplied by 12.
The following table summarizes our capital expenditures incurred during the three months and years ended December 31, 2024 and 2023 (dollars in thousands): For the Three Months Ended December 31, For the Year Ended December 31, 2024 2023 2024 2023 Operating Portfolio: Building and tenant improvements $ 10,476 $ 8,826 $ 37,853 $ 33,475 Leasing commissions 3,056 2,454 12,927 11,821 Total 1 $ 13,532 $ 11,280 $ 50,780 $ 45,296 Properties under development and redevelopment: Development, redevelopment, renovation and expansion $ 18,949 $ 51,098 $ 129,564 $ 139,974 1 Includes approximately $4.8 million and $3.6 million for the three months ended December 31, 2024 and 2023, respectively, and approximately $15.8 million and $17.4 million for the years ended December 31, 2024 and 2023, respectively, of costs incurred related to leasing acquired vacancy, renovation and expansion projects (stabilization capital).
As of December 31, 2025, we owned six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 1.2 million square feet, with a total expected investment of approximately $372.5 million, including redevelopment costs, capitalized interest and other costs. 26 Table of Contents The following table summarizes our capital expenditures incurred during the three months and years ended December 31, 2025 and 2024 (dollars in thousands): For the Three Months Ended December 31, For the Year Ended December 31, 2025 2024 2025 2024 Operating portfolio: Recurring capital expenditures $ 18,205 $ 8,698 $ 47,832 $ 34,985 Non-recurring capital expenditures 1 8,142 4,834 16,225 15,795 Total 26,347 2 13,532 2 64,057 3 50,780 3 Properties under development and redevelopment: Development, redevelopment, renovation and expansion expenditures 11,634 16,628 59,546 118,587 Capitalized interest 4 1,202 2,321 5,011 10,977 Total $ 12,836 5 $ 18,949 5 $ 64,557 6 $ 129,564 6 1 Consists of costs incurred related to leasing acquired vacancy, renovation, and expansion projects (stabilization capital). 2 Includes a net increase in accrued capital expenditures for the operating portfolio of approximately $5.9 million during the three months ended December 31, 2025 and a net increase of approximately $4.0 million during the three months ended December 31, 2024. 3 Includes a net increase in accrued capital expenditures for the operating portfolio of approximately $0.7 million during the year ended December 31, 2025 and a net increase of approximately $10.8 million during the year ended December 31, 2024. 4 Consists of capitalized interest associated with development, redevelopment, renovation and expansion activities.
Removed
As of December 31, 2024, we owned six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet and approximately 22.4 acres of land entitled for 26 Table of Contents future development, with a total expected investment of approximately $432.9 million, including redevelopment costs, capitalized interest and other costs.
Added
See our “Consolidated Financial Statements, Schedule III-Real Estate Investments and Accumulated Depreciation” in this Annual Report on Form 10-K for a detailed listing of our properties.
Removed
The square footage or acreage of tenants that default or buy-out prior to expiration of their lease and short-term leases of less than one year are not included in the calculation.
Added
We do not capitalize any general and administrative costs associated with these activities. 5 Includes a net increase in accrued capital expenditures for properties under development and redevelopment of approximately $1.5 million during the three months ended December 31, 2025 and a net decrease of approximately $5.6 million during the three months ended December 31, 2024. 6 Includes a net decrease in accrued capital expenditures for properties under development and redevelopment of approximately $5.4 million during the year ended December 31, 2025 and a net decrease of approximately $3.2 million during the year ended December 31, 2024.
Added
(previously L3 Harris Applied Technologies, Inc.) 1 279,032 1.4 % 2.3 3,640 1.0 % 10 International Cargo Terminals Inc. 1 31,601 0.2 % — 3,501 1.0 % 11 Motivate LLC 3 101,234 0.5 % — 3,169 0.9 % 12 Home Depot U.S.A., Inc. 1 134,400 0.7 % — 2,905 0.8 % 13 Impulse Space, Inc. 1 103,200 0.5 % — 2,848 0.8 % 14 Costco-Innovel Solutions LLC 2 328,716 1.7 % 2.8 2,760 0.8 % 15 Lucid USA, Inc. 1 161,680 0.8 % 2,756 0.8 % 16 Sentury Tire USA Inc. 1 161,787 0.8 % — 2,710 0.8 % 17 Port Kearny Security, Inc. 1 733,943 3.7 % 16.9 2,546 0.7 % 18 Sarcona Management Corporation 2 222,157 1.1 % 4.9 2,474 0.7 % 19 Triton Logistics Inc. 1 190,907 1.0 % — 2,426 0.7 % 20 F.
Added
Approximately 0.8 million square feet of the space expiring during 2026 has either been renewed or pre-leased as of December 31, 2025. 2 Annualized base rent is calculated as contractual monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of December 31, 2025, multiplied by 12. 3 Total annualized base rent is calculated as contractual monthly base rent per the leases at expiration, for all buildings and/or improved land parcels, excluding any partial or full rent abatements, as of December 31, 2025, multiplied by 12. 4 Includes leases that expire on or after December 31, 2025 and month-to-month leases totaling approximately 2.4 acres. 5 Includes leases that expire on or after December 31, 2025 and month-to-month leases disclosed in footnotes 1 and 4 of the table.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−1 removed8 unchanged
Biggest changeOur ability to make distributions to our stockholders also will depend on our levels of retained cash flows, which we intend to use as a source of investment capital.
Biggest changeDistribution Policy We intend to pay regular quarterly distributions when, as and if authorized by our board of directors and declared by us. Our ability to make distributions to our stockholders also will depend on our levels of retained cash flows, which we intend to use as a source of investment capital.
The comparison assumes that $100 was invested on December 31, 2019 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. 31 Table of Contents The performance graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing, except to the extent that the company specifically incorporates it by reference into such filing.
The comparison assumes that $100 was invested on December 31, 2020 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. 31 Table of Contents The performance graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing, except to the extent that the company specifically incorporates it by reference into such filing.
Performance Graph The following graph compares the change in the cumulative total stockholder return on our common stock during the period from December 31, 2019 to December 31, 2024 with the cumulative total return of the Standard and Poor’s 500 Stock Index, the MSCI U.S. REIT Index and the FTSE Nareit Equity Industrial Index.
Performance Graph The following graph compares the change in the cumulative total stockholder return on our common stock during the period from December 31, 2020 to December 31, 2025 with the cumulative total return of the Standard and Poor’s 500 Stock Index, the MSCI U.S. REIT Index and the FTSE Nareit Equity Industrial Index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the New York Stock Exchange under the symbol “TRNO”. As of January 28, 2025, there were approximately 144,652 holders of record of shares of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the New York Stock Exchange under the symbol “TRNO”. As of January 30, 2026, there were approximately 49 holders of record of shares of our common stock.
Removed
This number does not include stockholders for which shares are held in “nominee” or “street” name. Distribution Policy We intend to pay regular quarterly distributions when, as and if authorized by our board of directors and declared by us.
Added
This number does not include individuals or entities who beneficially own shares but whose shares are held of record by a broker or clearing agency, but does include each such broker or clearing agency as one record holder.

Item 7. Management's Discussion & Analysis

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

94 edited+24 added−23 removed77 unchanged
Biggest changeBy presenting same store NOI and cash-basis same store NOI, the operating results on a same store basis are directly comparable from period to period. 51 Table of Contents The following table reflects the calculation of NOI, same store NOI and cash-basis same store NOI reconciled from net income for the three months and years ended December 31, 2024, 2023 and 2022 (dollars in thousands): For the Three Months Ended December 31, For the Three Months Ended December 31, 2024 2023 $ Change % Change 2023 2022 $ Change % Change Net income 1 $ 76,103 $ 57,557 $ 18,546 32.2 % $ 57,557 $ 58,880 $ (1,323) (2.2) % Depreciation and amortization 25,907 18,583 7,324 39.4 % 18,583 18,536 47 0.3 % General and administrative 10,759 9,730 1,029 10.6 % 9,730 8,193 1,537 18.8 % Acquisition costs and other 25 92 (67) (72.8) % 92 374 (282) (75.4) % Total other income and expenses (36,914) (21,127) (15,787) 74.7 % (21,127) (29,059) 7,932 (27.3) Net operating income 75,880 64,835 11,045 17.0 % 64,835 56,924 7,911 13.9 % Less non-same store NOI (17,356) 2 (6,919) 2 (10,437) 150.8 % (12,675) 3 (7,807) 3 (4,868) 62.4 % Same store NOI $ 58,524 4 $ 57,916 4 $ 608 1.0 % $ 52,160 5 $ 49,117 5 $ 3,043 6.2 % Less straight-line rents and amortization of lease intangibles 6 (2,390) (3,569) 1,179 (33.0) % (2,021) (4,254) 2,233 (52.5) % Cash-basis same store NOI $ 56,134 $ 54,347 $ 1,787 3.3 % $ 50,139 $ 44,863 $ 5,276 11.8 % Less termination fee income (168) (247) 79 (32.0) % (155) (551) 396 (71.9) % Cash-basis same store NOI excluding termination fees $ 55,966 $ 54,100 $ 1,866 3.4 % $ 49,984 $ 44,312 $ 5,672 12.8 % 1 Includes approximately $0.2 million, $0.2 million and $0.6 million of lease termination income for the three months ended December 31, 2024, 2023 and 2022, respectively. 2 Includes 2024 and 2023 acquisitions and dispositions, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment, approximately 22.4 acres of land for future development and one building held for sale as of December 31, 2024. 3 Includes 2023 and 2022 acquisitions and dispositions, eleven improved land parcels consisting of approximately 37.3 acres and one property under redevelopment as of December 31, 2023. 4 Includes $0.2 million of lease termination income for both the three months ended December 31, 2024 and 2023. 5 Includes $0.2 million and $0.6 million of lease termination income for the three months ended December 31, 2023 and 2022, respectively. 6 Includes straight-line rents and amortization of lease intangibles for the same store pool only. 52 Table of Contents For the Year Ended December 31, For the Year Ended December 31, 2024 2023 $ Change % Change 2023 2022 $ Change % Change Net income 1 $ 184,497 $ 151,457 $ 33,040 21.8 % $ 151,457 $ 198,014 $ (46,557) (23.5) % Depreciation and amortization 93,916 73,219 20,697 28.3 % 73,219 65,763 7,456 11.3 % General and administrative 42,587 37,935 4,652 12.3 % 37,935 31,192 6,743 21.6 % Acquisition costs and other 72 218 (146) (67.0) % 218 1,465 (1,247) (85.1) % Total other income and expenses (36,541) (18,324) (18,217) 99.4 % (18,324) (89,125) 70,801 (79.4) Net operating income 284,531 244,505 40,026 16.4 % 244,505 207,309 37,196 17.9 % Less non-same store NOI (53,223) 2 (21,034) 2 (32,189) 153.0 % (43,578) 3 (22,209) 3 (21,369) 96.2 % Same store NOI $ 231,308 4 $ 223,471 4 $ 7,837 3.5 % $ 200,927 5 $ 185,100 5 $ 15,827 8.6 % Less straight-line rents and amortization of lease intangibles 6 (10,200) (18,365) 8,165 (44.5) % (10,009) (16,564) 6,555 (39.6) % Cash-basis same store NOI $ 221,108 $ 205,106 $ 16,002 7.8 % $ 190,918 $ 168,536 $ 22,382 13.3 % Less termination fee income (679) (416) (263) 63.2 % (293) (896) 603 (67.3) % Cash-basis same store NOI excluding termination fees $ 220,429 $ 204,690 $ 15,739 7.7 % $ 190,625 $ 167,640 $ 22,985 13.7 % 1 Includes approximately $0.7 million, $0.6 million and $0.9 million of lease termination income for the years ended December 31, 2024, 2023 and 2022, respectively. 2 Includes 2024 and 2023 acquisitions and dispositions, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment, approximately 22.4 acres of land for future development and one building held for sale as of December 31, 2024. 3 Includes 2023 and 2022 acquisitions and dispositions, eleven improved land parcels consisting of approximately 37.3 acres and one property under redevelopment as of December 31, 2023. 4 Includes approximately $0.7 million and $0.4 million of lease termination income for the years ended December 31, 2024 and 2023, respectively. 5 Includes approximately $0.3 million and $0.9 million of lease termination income for the years ended December 31, 2023 and 2022, respectively. 6 Includes straight-line rents and amortization of lease intangibles for the same store pool only.
Biggest changeBy presenting same store NOI and cash-basis same store NOI, the operating results on a same store basis are directly comparable from period to period. 50 Table of Contents The following table reflects the calculation of NOI, same store NOI and cash-basis same store NOI reconciled from net income for the three months and years ended December 31, 2025, 2024 and 2023 (dollars in thousands): For the Three Months Ended December 31, For the Three Months Ended December 31, 2025 2024 $ Change % Change 2024 2023 $ Change % Change Net income 1 $ 158,217 $ 76,103 $ 82,114 107.9 % $ 76,103 $ 57,557 $ 18,546 32.2 % Depreciation and amortization 38,251 25,907 12,344 47.6 % 25,907 18,583 7,324 39.4 % General and administrative 11,604 10,759 845 7.9 % 10,759 9,730 1,029 10.6 % Acquisition costs and other 19 25 (6) (24.0) % 25 92 (67) (72.8) % Total other income and expenses (100,803) (36,914) (63,889) 173.1 % (36,914) (21,127) (15,787) 74.7 Net operating income 107,288 75,880 31,408 41.4 % 75,880 64,835 11,045 17.0 % Less non-same store NOI (26,937) 2 (16,442) 2 (10,495) 63.8 % (17,356) 3 (6,919) 3 (10,437) 150.8 % Same store NOI $ 80,351 4 $ 59,438 4 $ 20,913 35.2 % $ 58,524 5 $ 57,916 5 $ 608 1.0 % Less straight-line rents and amortization of lease intangibles 6 (9,635) (3,411) (6,224) 182.5 % (2,390) (3,569) 1,179 (33.0) % Cash-basis same store NOI $ 70,716 $ 56,027 $ 14,689 26.2 % $ 56,134 $ 54,347 $ 1,787 3.3 % Less termination fee income (12,621) (168) (12,453) 7,412.5 % (168) (247) 79 (32.0) % Cash-basis same store NOI excluding termination fees $ 58,095 $ 55,859 $ 2,236 4.0 % $ 55,966 $ 54,100 $ 1,866 3.4 % 1 Includes approximately $12.9 million, $0.2 million and $0.2 million of lease termination income for the three months ended December 31, 2025, 2024 and 2023, respectively. 2 Includes 2025 and 2024 acquisitions and dispositions, four improved land parcels, six properties under development or redevelopment and one building held for sale as of December 31, 2025. 3 Includes 2024 and 2023 acquisitions and dispositions, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment, approximately 22.4 acres of land for future development and one building held for sale as of December 31, 2024. 4 Includes $12.6 million and $0.2 million of lease termination income for the three months ended December 31, 2025 and 2024, respectively. 5 Includes $0.2 million of lease termination income for the both three months ended December 31, 2024 and 2023, respectively. 6 Includes straight-line rents and amortization of lease intangibles for the same store pool only. 51 Table of Contents For the Year Ended December 31, For the Year Ended December 31, 2025 2024 $ Change % Change 2024 2023 $ Change % Change Net income 1 $ 402,992 $ 184,497 $ 218,495 118.4 % $ 184,497 $ 151,457 $ 33,040 21.8 % Depreciation and amortization 121,580 93,916 27,664 29.5 % 93,916 73,219 20,697 28.3 % General and administrative 47,269 42,587 4,682 11.0 % 42,587 37,935 4,652 12.3 % Acquisition costs and other 347 72 275 381.9 % 72 218 (146) (67.0) % Total other income and expenses (210,905) (36,541) (174,364) 477.2 % (36,541) (18,324) (18,217) 99.4 Net operating income 361,283 284,531 76,752 27.0 % 284,531 244,505 40,026 16.4 % Less non-same store NOI (96,020) 2 (49,587) 2 (46,433) 93.6 % (53,223) 3 (21,034) 3 (32,189) 153.0 % Same store NOI $ 265,263 4 $ 234,944 4 $ 30,319 12.9 % $ 231,308 5 $ 223,471 5 $ 7,837 3.5 % Less straight-line rents and amortization of lease intangibles 6 (19,296) (15,424) (3,872) 25.1 % (10,200) (18,365) 8,165 (44.5) % Cash-basis same store NOI $ 245,967 $ 219,520 $ 26,447 12.0 % $ 221,108 $ 205,106 $ 16,002 7.8 % Less termination fee income (13,106) (679) (12,427) 1,830.2 % (679) (416) (263) 63.2 % Cash-basis same store NOI excluding termination fees $ 232,861 $ 218,841 $ 14,020 6.4 % $ 220,429 $ 204,690 $ 15,739 7.7 % 1 Includes approximately $13.6 million, $0.7 million and $0.6 million of lease termination income for the years ended December 31, 2025, 2024 and 2023, respectively. 2 Includes 2025 and 2024 acquisitions and dispositions, four improved land parcels, six properties under development or redevelopment and one building held for sale as of December 31, 2025. 3 Includes 2024 and 2023 acquisitions and dispositions, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment, approximately 22.4 acres of land for future development and one building held for sale as of December 31, 2024. 4 Includes $13.1 million and $0.7 million of lease termination income for the years ended December 31, 2025 and 2024, respectively. 5 Includes approximately $0.7 million and $0.4 million of lease termination income for the years ended December 31, 2024 and 2023, respectively. 6 Includes straight-line rents and amortization of lease intangibles for the same store pool only.
We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles.
We define cash basis net operating income for the property as net operating income excluding straight-line rents and amortization of lease intangibles.
We capitalize costs directly related to the development, redevelopment, renovation and expansion of our investment in real estate. Costs associated with such projects are capitalized as incurred. If the project is abandoned, these costs are expensed during the period in which the development, redevelopment or expansion project is abandoned.
Capitalization of Costs. We capitalize costs directly related to the development, redevelopment, renovation and expansion of our investment in real estate. Costs associated with such projects are capitalized as incurred. If the project is abandoned, these costs are expensed during the period in which the development, redevelopment or expansion project is abandoned.
As of December 31, 2024, we had a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028.
As of December 31, 2025 and 2024, we had a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028.
While our net growth will remain limited to a size where we can make directly informed operational decisions, we feel more strongly today than we did fifteen years ago about the long-term investment merits of our strategy and the growth opportunities ahead. We are mindful, always, that it is per share rather than aggregate results that matter.
While our net growth will remain limited to a size where we can make directly informed operational decisions, we feel more strongly today than we did sixteen years ago about the long-term investment merits of our strategy and the growth opportunities ahead. We are mindful, always, that it is per share rather than aggregate results that matter.
The same store pool for the comparison of the three months and years ended December 31, 2023 and 2022 includes all properties that were owned and in operation as of December 31, 2023 and since January 1, 2022 and excludes properties that were either disposed of prior to, held for sale to a third-party or in development or redevelopment as of December 31, 2023.
The same store pool for the comparison of the three months and years ended December 31, 2024 and 2023 includes all properties that were owned and in operation as of December 31, 2024 and since January 1, 2023 and excludes properties that were either disposed of prior to, held for sale to a third-party or in development or redevelopment as of December 31, 2024.
The same store pool for the comparison of the years ended December 31, 2024 and 2023 includes all properties that were owned and in operation as of December 31, 2024 and since January 1, 2023 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of December 31, 2024.
The same store pool for the comparison of the years ended December 31, 2025 and 2024 includes all properties that were owned and in operation as of December 31, 2025 and since January 1, 2024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of December 31, 2025.
We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (determined in accordance with GAAP), excluding gains (losses) from sales of property and impairment write-downs of depreciable real estate, plus depreciation and amortization on real estate assets and after adjustments for unconsolidated partnerships and joint ventures (which are calculated to reflect FFO on the same basis).
We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (determined in accordance with GAAP), excluding gains (losses) from sales of property and impairment write-downs of depreciable real estate, plus depreciation and amortization on real estate assets and 46 Table of Contents after adjustments for unconsolidated partnerships and joint ventures (which are calculated to reflect FFO on the same basis).
The same store pool includes all properties that were owned and in operation as of December 31, 2024 and since January 1, 2023 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of December 31, 2024.
The same store pool includes all properties that were owned and in operation as of December 31, 2025 and since January 1, 2024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of December 31, 2025.
Net cash provided by financing activities was approximately $534.9 million for the year ended December 31, 2024, which consisted primarily of approximately $737.0 million in net proceeds from the issuance of common stock, and $110.0 million in revolving credit facility borrowings, partially offset by approximately $175.0 million in equity dividend payments, repayment of a $100.0 million tranche of the Senior Unsecured Notes, and repayment of $28.0 million of borrowings on the revolving credit facility.
Net cash provided by 44 Table of Contents financing activities was approximately $534.9 million for the year ended December 31, 2024, which consisted primarily of approximately $737.0 million in net proceeds from the issuance of common stock, and $110.0 million in revolving credit facility borrowings, partially offset by approximately $175.0 million in equity dividend payments, repayment of a $100.0 million tranche of the Senior Unsecured Notes, and repayment of $28.0 million of borrowings on the revolving credit facility.
Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $600.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027 and the $100.0 million term loan maturing in January 2028, or (ii) 60.0% of the value of the unencumbered properties.
Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $600.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027, the $100.0 million term loan maturing in January 2028, and the $200.0 million term loan maturing in January 2031 or (ii) 60.0% of the value of the unencumbered properties.
Countyline Phase IV, a landfill redevelopment adjacent to Florida’s Turnpike and the southern terminus of I-75, is expected to contain ten LEED-certified industrial distribution buildings at completion. 35 Table of Contents 5 This redevelopment property was initially acquired in 2017 for a total initial investment, including closing costs and acquisition costs, of approximately $39.9 million.
Countyline Phase IV, a landfill redevelopment adjacent to Florida’s Turnpike and the southern terminus of I-75, is expected to contain ten LEED-certified industrial distribution buildings at completion. 5 This redevelopment property was initially acquired in 2017 for a total initial investment, including closing costs and acquisition costs, of approximately $39.9 million.
The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%. The unamortized fair value adjustment as of December 31, 2024 was approximately $3.6 million.
The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%. The unamortized fair value adjustment as of December 31, 2025 and 2024 was approximately $2.5 million and $3.6 million, respectively.
The property was in the operating portfolio until January 2024 when redevelopment commenced. The amount spent to date includes the total initial investment and capital expenditures incurred prior to redevelopment and excludes accumulated depreciation recorded since acquisition. The Company expects a total incremental investment of approximately $64.0 million. During 2024, we completed development and redevelopment of six properties.
The property was in the operating portfolio until January 2024 when redevelopment commenced. The amount spent to date includes the total initial investment and capital expenditures incurred prior to redevelopment and excludes accumulated depreciation recorded since acquisition. The Company expects a total incremental investment of approximately $64.0 million. During 2025, we completed development and redevelopment of three properties.
The estimation of expected future net cash flows is inherently uncertain and relies on assumptions, among other things, regarding current and future economic and market conditions and the availability of capital. We determine the estimated fair values based on its assumptions regarding rental 46 Table of Contents rates, lease-up and holding periods, as well as sales prices.
The estimation of expected future net cash flows is inherently uncertain and relies on assumptions, among other things, regarding current and future economic and market conditions and the availability of capital. We determine the estimated fair values based on its assumptions regarding rental rates, lease-up and holding periods, as well as sales prices.
Financial Condition and Results of Operations We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred 38 Table of Contents and that we pass through to the individual tenants.
Financial Condition and Results of Operations We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants.
See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and same store net operating income are useful supplemental measures of our operating performance. 40 Table of Contents Revenues.
See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of net operating income and same store net operating income from net income and a discussion of why we believe net operating income and same store net operating income are useful supplemental measures of our operating performance. Revenues.
Interest on the Amended Facility, including the term loans, is generally to be paid based upon, at our option, either (i) the Secured Overnight Financing Rate (“SOFR”) plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%, or 1.25% per annum.
Interest on the Amended Facility, including the term loans, is generally to be paid based upon, at our option, either (i) SOFR plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%, or 1.25% per annum.
Since real estate values have historically risen or fallen with market conditions, many industry investors 47 Table of Contents and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient.
Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting alone to be insufficient.
The FFO increase was partially offset by increased weighted average common shares outstanding and increased general and administrative expenses due to increased restricted stock amortization and other compensation expenses, including an increase in bonus expense and an increase in the number of employees and salaries for the three months and year ended December 31, 2024 compared to the same periods from the prior year.
The FFO increase was partially offset by increased weighted average common shares outstanding and increased general and administrative expenses due to increased restricted stock amortization and other compensation expenses, including an increase in LTIP expense and an increase in the number of employees and salaries for the three months and year ended December 31, 2025 compared to the same periods from the prior year.
If the asset carrying value is not supported on an undiscounted future cash flow basis, then the asset carrying value is measured against the lower of cost or the present value of expected cash flows over the expected hold period.
If the asset carrying value is not supported on an undiscounted future cash flow basis, then the asset carrying value is measured against the lower of cost or the present value of expected cash 45 Table of Contents flows over the expected hold period.
As of December 31, 2024, we had not repurchased any shares of our common stock pursuant to our share repurchase program.
As of December 31, 2025, we had not repurchased any shares of our common stock pursuant to our share repurchase program.
Our principal uses of cash are asset acquisitions, developments and redevelopments, debt service, capital expenditures, operating costs, corporate overhead costs and common stock dividends. Cash From Operating Activities. Net cash provided by operating activities totaled approximately $232.7 million for the year ended December 31, 2024 compared to approximately $179.7 million for the year ended December 31, 2023.
Our principal uses of cash are asset acquisitions, developments and redevelopments, debt service, capital expenditures, operating costs, corporate overhead costs and common stock dividends. Cash From Operating Activities. Net cash provided by operating activities totaled approximately $271.9 million for the year ended December 31, 2025 compared to approximately $232.7 million for the year ended December 31, 2024.
As of December 31, 2024, there were $82.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans. As of December 31, 2023, there were no borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.
As of December 31, 2025, there were $200.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans. As of December 31, 2024, there were $82.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.
For the years ended December 31, 2024 and 2023, approximately $8.3 million and $7.7 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.7 million and $0.6 million, respectively, was recorded in lease termination revenue.
For the years ended December 31, 2025 and 2024, approximately $14.4 million and $8.3 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $13.6 million and $0.7 million, respectively, was recorded in lease termination revenue.
ATM Program We have an at-the-market equity offering program (the "$500 Million ATM Program") pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million (approximately $438.3 million remaining as of December 31, 2024) in amounts and at times as we determine from time to time.
ATM Program We have an at-the-market equity offering program (the "$500 Million ATM Program") pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million (approximately $157.2 million remaining as of December 31, 2025) in amounts and at times as we determine from time to time.
We capitalized interest associated with development, redevelopment and expansion activities of approximately $11.0 million, $8.5 million and $2.6 million during the years ended December 31, 2024, 2023 and 2022, respectively.
We capitalized interest associated with development, redevelopment and expansion activities of approximately $5.0 million, $11.0 million and $8.5 million during the years ended December 31, 2025, 2024 and 2023, respectively.
In addition, approximately $0.6 million of the increase in cash-basis same store NOI for the three months ended December 31, 2024 related to properties that were acquired vacant or with near term expirations in 2022.
Approximately $0.2 million of the increase in cash-basis same store NOI for the three months ended December 31, 2025 related to properties that were acquired vacant or with near term expirations in 2024.
For the three months ended December 31, 2024 and 2023, total contractual rent abatements of approximately $1.1 million and $0.3 million, respectively, were given to certain tenants in the same store pool and approximately $0.2 million and $0.2 million, respectively, in lease termination income was received from certain tenants in the same store pool.
For the three months ended December 31, 2025 and 2024, total contractual rent abatements of approximately $2.6 million and $1.4 million, respectively, were given to certain tenants in the same store pool and approximately $12.6 million and $0.2 million, respectively, in lease termination income was received from certain tenants in the same store pool.
Approximately 97.3% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.
Approximately 96.8% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.
Total expected investment for the properties includes the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization. 2 Excludes below-market lease adjustments recorded at acquisition. 3 Estimated stabilized cap rates are calculated as estimated annualized cash basis net operating income for the properties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property.
Total expected investment for the properties includes the initial purchase price, buyer’s due diligence and closing costs, estimated near-term redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization. 2 Excludes below-market lease adjustments recorded at acquisition and infrastructure costs of approximately $1.1 million incurred for the Countyline Phase IV project. 3 Estimated stabilized cap rates are calculated as estimated annualized cash basis net operating income for the properties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property.
The total aggregate initial investment was approximately $937.9 million, including $11.2 million in capitalized closing costs and acquisition costs and $49.5 million in assumed intangible liabilities, $3.7 million in assumed unamortized fair value adjustment and $3.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties. 2 Stabilized capitalization rates, referred to herein as stabilized cap rates, are calculated, at the time of acquisition, as annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property.
The total aggregate initial investment was approximately $728.5 million, including $13.7 million in capitalized closing costs and acquisition costs and $32.9 million in assumed intangible liabilities and $1.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties. 2 Stabilized capitalization rates, referred to herein as stabilized cap rates, are calculated, at the time of acquisition, as annualized cash basis net operating income for the property stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property.
In addition, leases with respect to approximately 71.6% of our total rentable square feet and improved land acerage expire within five years which enables us to seek to replace existing leases with new leases at the then-existing market rate.
In addition, leases with respect to approximately 68.9% of our total rentable square feet and improved land acreage expire within five years, which enables us to seek to replace existing leases with new leases at the then-existing market rate.
In addition, approximately $3.2 million of the increase in cash-basis same store NOI for the year ended December 31, 2024 related to properties that were acquired vacant or with near term expirations in 2023. 53 Table of Contents We compute net debt as total debt, less deferred financing costs and cash and cash equivalents.
In addition, approximately $1.1 million of the increase in cash-basis same store NOI for the year ended December 31, 2025 related to properties that were acquired vacant or with near term expirations in 2024. We compute net debt as total debt, less deferred financing costs and cash and cash equivalents.
The following tables set forth the cash dividends paid or payable per share during the years ended December 31, 2024 and 2023: For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2024 Common Stock $ 0.45 February 6, 2024 March 28, 2024 April 5, 2024 June 30, 2024 Common Stock $ 0.45 May 7, 2024 June 28, 2024 July 12, 2024 September 30, 2024 Common Stock $ 0.49 August 6, 2024 September 30, 2024 October 11, 2024 December 31, 2024 Common Stock $ 0.49 November 5, 2024 December 13, 2024 January 7, 2025 For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2023 Common Stock $ 0.40 February 7, 2023 March 31, 2023 April 6, 2023 June 30, 2023 Common Stock $ 0.40 May 2, 2023 June 30, 2023 July 14, 2023 September 30, 2023 Common Stock $ 0.45 August 1, 2023 September 29, 2023 October 13, 2023 December 31, 2023 Common Stock $ 0.45 October 31, 2023 December 15, 2023 January 5, 2024 Sources and Uses of Cash Our principal sources of cash are cash from operations, borrowings under loans payable, draws on our Amended Facility, common and preferred stock issuances, proceeds from property dispositions and issuances of unsecured notes.
The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2025: For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2025 Common Stock $ 0.49 February 4, 2025 March 27, 2025 April 4, 2025 June 30, 2025 Common Stock $ 0.49 May 6, 2025 June 27, 2025 July 11, 2025 September 30, 2025 Common Stock $ 0.52 August 5, 2025 September 29, 2025 October 10, 2025 December 31, 2025 Common Stock $ 0.52 November 4, 2025 December 15, 2025 January 9, 2026 For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2024 Common Stock $ 0.45 February 6, 2024 March 28, 2024 April 5, 2024 June 30, 2024 Common Stock $ 0.45 May 7, 2024 June 28, 2024 July 12, 2024 September 30, 2024 Common Stock $ 0.49 August 6, 2024 September 30, 2024 October 11, 2024 December 31, 2024 Common Stock $ 0.49 November 5, 2024 December 13, 2024 January 7, 2025 Sources and Uses of Cash Our principal sources of cash are cash from operations, borrowings under loans payable, draws on our Amended Facility, common and preferred stock issuances, proceeds from property dispositions and issuances of unsecured notes.
See “Note 2 - Significant Accounting Policies” in our notes to consolidated financial statements for more information regarding our adoption of this standard. 2 Includes 2024 and 2023 acquisitions and dispositions, three improved land parcels, six properties under development or redevelopment, approximately 22.4 acres of land entitled for future development and one building held for sale as of December 31, 2024. 3 Includes straight-line rents and amortization of lease intangibles.
See “Note 2 - Significant Accounting Policies” in our notes to consolidated financial statements for more information regarding our adoption of this standard. 2 Includes 2025 and 2024 acquisitions and dispositions, four improved land parcels, six properties under development or redevelopment and one building held for sale as of December 31, 2025. 3 Includes straight-line rents and amortization of lease intangibles.
See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance. 9 Net debt-to-Adjusted EBITDA is calculated as net debt divided by annualized Adjusted EBITDA.
See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance. 9 Net debt-to-Adjusted EBITDA is calculated as net debt divided by annualized Adjusted EBITDA for the three months ended December 31, 2025 and 2024, respectively.
We invest in several types of industrial real estate, including warehouse/distribution (approximately 79.7% of our total annualized base rent as of December 31, 2024), flex (including light industrial and research and development, or R&D) (approximately 3.4%), transshipment (approximately 6.0%) and improved land (approximately 10.9%).
We invest in several types of industrial real estate, including warehouse/distribution (approximately 80.5% of our total annualized base rent as of December 31, 2025), flex (including light industrial and research and development, or R&D) (approximately 3.4%), transshipment (approximately 6.0%) and improved land (approximately 10.1%).
The properties were acquired from unrelated third parties using existing cash on hand, net proceeds from dispositions, net proceeds from the issuance of common stock, debt, and net of an assumed mortgage loan payable.
The properties were acquired from unrelated third parties using existing cash on hand, net proceeds from dispositions, net proceeds from the issuance of common stock and debt.
The Amended Facility consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027 and a $100.0 million term loan that matures in January 2028.
Following the Fourth Amendment, the Amended Facility consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027, a $100.0 million term loan that matures in January 2028, and a $200.0 million term loan that matures in January 2031.
Cash-basis same store NOI increased by approximately $1.8 million for the three months ended December 31, 2024 compared to the prior year primarily due to increased rental revenue on new and renewed leases and contractual rent increases on pre-existing leases.
Cash-basis same store NOI increased by approximately $14.7 million for the three months ended December 31, 2025 compared to the same period from the prior year primarily due to increased rental revenue on new and renewed leases and contractual rent increases on pre-existing leases.
We entered 2025 with our balance sheet exceedingly well positioned for growth as we have $82.0 million outstanding on our $600.0 million revolving credit facility and a cash balance of approximately $18.1 million. Within our six markets we have increasingly focused on urban infill locations.
We entered 2026 with our balance sheet well positioned for growth as we have $200.0 million outstanding on our $600.0 million revolving credit facility and a cash balance of approximately $25.0 million. Within our six markets we have increasingly focused on urban infill locations.
This increase in cash provided by operating activities is primarily attributable to additional cash flows generated from the properties acquired during 2024 and 2023 and increased rents on new and renewed leases at our same store properties. Cash From Investing Activities.
This increase in cash provided by operating activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily attributable to additional cash flows generated from the properties acquired during 2025 and 2024 and increased rents on new and renewed leases at our same store properties. Cash From Investing Activities.
Outlook Current operating conditions in our six markets for our business have slowed over the last two years yet there are reasons for optimism within our submarkets. We believe that on average, the rental rates we are likely to achieve on new or renewed leases for our 2025 expirations will be above the rates currently paid for the same space.
Outlook Current operating conditions in our six markets for our business have stabilized and there are reasons for optimism within our submarkets. We believe that on average, the rental rates we are likely to achieve on new or renewed leases for our 2026 expirations will be above the rates currently paid for the same space.
Over the long-term, we intend to: • limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 35% of our total enterprise value; • maintain a fixed charge coverage ratio in excess of 2.0x; • maintain a net debt-to-adjusted EBITDA ratio below 5.0x; • limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and • have staggered debt maturities that are aligned to our expected average lease term (five to seven years), positioning us to re-price parts of our capital structure as our rental rates change with market conditions. 41 Table of Contents We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional unsecured debt and perpetual preferred stock.
Over the long-term, we intend to: • limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 30% of our total enterprise value; • maintain a fixed charge coverage ratio in excess of 2.0x; • maintain a net debt-to-adjusted EBITDA ratio below 4.5x; • limit the principal amount of our outstanding floating rate debt to less than 20% of our total consolidated indebtedness; and • have staggered debt maturities that are aligned to our expected average lease term (five to seven years), positioning us to re-price parts of our capital structure as our rental rates change with market conditions.
The following sets forth certain information regarding our current at-the-market common stock offering program as of December 31, 2024: ATM Stock Offering Program Date Implemented Maximum Aggregate Offering Price (in thousands) Aggregate Common Stock Available (in thousands) $500 Million ATM Program August 28, 2024 $ 500,000 $ 438,258 The table below sets forth the activity under our at-the-market common stock offering programs during the years ended December 31, 2024 and 2023: For the Year Ended Shares Sold Weighted Average Price Per Share Net Proceeds (in thousands) Sales Commissions (in thousands) December 31, 2024 5,329,544 $ 66.62 $ 349,919 $ 5,148 December 31, 2023 5,152,279 $ 61.15 $ 310,502 $ 4,569 Debt Sources of Liquidity As of December 31, 2024, we had $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027, $100.0 million of senior unsecured notes that mature in July 2028, $100.0 million of senior unsecured notes that mature in December 2029, $125.0 million of senior unsecured notes that mature in August 2030, and $50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).
Equity Sources of Liquidity The following sets forth certain information regarding our current at-the-market common stock offering program as of December 31, 2025: ATM Stock Offering Program Date Implemented Maximum Aggregate Offering Price (in thousands) Aggregate Common Stock Available (in thousands) $500 Million ATM Program August 28, 2024 $ 500,000 $ 157,244 The tables below set forth the activity under our at-the-market common stock offering programs during the years ended December 31, 2025 and 2024, respectively: For the Year Ended Shares Sold Weighted Average Price Per Share Net Proceeds (in thousands) Sales Commissions (in thousands) December 31, 2025 4,206,371 $ 66.81 $ 276,939 $ 4,075 December 31, 2024 5,329,544 $ 66.62 $ 349,919 $ 5,148 41 Table of Contents Debt Sources of Liquidity As of December 31, 2025, we had $50.0 million of senior unsecured notes that mature in July 2026, $50.0 million of senior unsecured notes that mature in October 2027, $100.0 million of senior unsecured notes that mature in July 2028, $100.0 million of senior unsecured notes that mature in December 2029, $125.0 million of senior unsecured notes that mature in August 2030, and $50.0 million of senior unsecured notes that mature in July 2031 (collectively, the “Senior Unsecured Notes”).
As of December 31, 2024, our buildings and improved land parcels were approximately 97.4% and 95.1% leased, respectively, to 670 customers, the largest of which accounted for approximately 5.5% of our total annualized base rent.
As of December 31, 2025, our buildings and improved land parcels were approximately 96.1% and 95.4% leased, respectively, to 683 customers, the largest of which accounted for approximately 4.9% of our total annualized base rent.
Under this method, allocations were made to 426,670, 419,230 and 356,796 of weighted average unvested restricted shares outstanding for the three months ended December 31, 2024, 2023 and 2022, respectively, and 429,748, 393,059 and 322,866 of weighted average unvested restricted shares outstanding for the years ended December 31, 2024, 2023 and 2022, respectively.
Under this method, allocations were made to 476,627, 426,670 and 419,230 of weighted average unvested restricted shares outstanding for the three months ended December 31, 2025, 2024 and 2023, respectively, and 455,244, 429,748 and 393,059 of weighted average unvested restricted shares outstanding for the years ended December 31, 2025, 2024 and 2023, respectively.
During the year ended December 31, 2024, we issued an aggregate of 5,329,544 shares of common stock at a weighted average offering price of $66.62 per share under the $500 Million ATM Program and Previous $500 Million ATM Program, resulting in net proceeds of approximately $349.9 million and paying total compensation to the applicable sales agents of approximately $5.1 million.
During the year ended December 31, 2025, we issued an aggregate of 4,206,371 shares of common stock at a weighted average offering price of $66.81 per share under the $500 Million ATM Program, resulting in net proceeds of approximately $276.9 million and paying total compensation to the applicable sales agents of approximately $4.1 million.
The aggregate amount of the Amended Facility may be increased by up to an additional $450.0 million to a maximum aggregate amount not to exceed $1.25 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.
Additionally, the Amended Facility includes an accordion feature pursuant to which the aggregate amount of the Amended Facility may be increased by up to an additional $1.0 billion to a maximum aggregate amount not to exceed $2.0 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. Capitalization of Costs.
Critical Accounting Policies And Estimates Below is a discussion of the accounting policies that we believe are critical. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates.
Disposition Activity During the year ended December 31, 2024, we sold four properties for a total aggregate sales price of approximately $74.4 million, resulting in a total aggregate gain of approximately $45.4 million.
Disposition Activity During the year ended December 31, 2025, we sold eight properties for a total aggregate sales price of approximately $386.4 million, resulting in a total aggregate gain of approximately $238.4 million.
As of December 31, 2024, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2024 and 2023 or were held for sale or in development or redevelopment as of December 31, 2024, consisted of 57 buildings (including one building held for sale) aggregating approximately 4.7 million square feet, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment and approximately 22.4 acres of land for future development.
As of December 31, 2025, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2025 and 2024 or which were held for sale or in development or redevelopment as of December 31, 2025, consisted of 73 buildings aggregating approximately 5.7 million square feet, four improved land parcels consisting of approximately 4.5 acres and six properties under development or redevelopment.
Depreciation and amortization increased approximately $20.7 million during the year ended December 31, 2024 compared to the prior year primarily due to property acquisitions during 2024 and 2023. General and administrative expenses.
Depreciation and amortization. Depreciation and amortization increased approximately $27.7 million during the year ended December 31, 2025 compared to the prior year primarily due to property acquisitions during 2025 and 2024, partially offset by property dispositions during 2025. General and administrative expenses.
Interest and other income. Interest and other income increased approximately $7.1 million during the year ended December 31, 2024 compared to the prior year primarily due to higher cash and cash equivalent balances throughout 2024. Interest expense, including amortization. Interest expense decreased approximately $3.9 million for the year ended December 31, 2024 compared to the prior year.
Interest and other income decreased approximately $6.8 million during the year ended December 31, 2025 compared to the prior year primarily due to lower cash and cash equivalent balances throughout 2025. Interest expense, including amortization. Interest expense increased approximately $11.9 million for the year ended December 31, 2025 compared to the prior year.
Dividend and Distribution Activity 37 Table of Contents On February 4, 2025, our board of directors declared a cash dividend in the amount of $0.49 per share of our common stock payable on April 4, 2025 to the stockholders of record as of the close of business on March 27, 2025.
Dividend and Distribution Activity Subsequent to December 31, 2025, on February 3, 2026, our board of directors declared a cash dividend in the amount of $0.52 per share of our common stock payable on April 10, 2026 to the stockholders of record as of the close of business on March 27, 2026.
As of December 31, 2024 and 2023, we held cash and cash equivalents totaling approximately $18.1 million and $165.4 million, respectively.
As of December 31, 2025 and 2024, we held cash and cash equivalents totaling approximately $25.0 million and $18.1 million, respectively.
Cash-basis same store NOI increased by approximately $16.0 million for the year ended December 31, 2024 compared to the prior year primarily due to increased rental revenue on new and renewed leases.
Cash-basis same store NOI increased by approximately $26.4 million for the year ended December 31, 2025 compared to the prior year primarily due to increased rental revenue on new and renewed leases and contractual rent increases on pre-existing leases.
Our primary cash expenses consist of our property operating expenses, which include: real estate taxes, repairs and maintenance, management expenses, insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses, acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense, primarily on our revolving credit facility, term loans, mortgage loan and senior unsecured notes.
Our primary cash expenses consist of our property operating expenses, which include: real estate taxes, repairs and maintenance, management expenses, insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses, acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense, primarily on our revolving credit facility, term loans, mortgage loan and senior unsecured notes. 38 Table of Contents Our consolidated results of operations often are not comparable from period to period due to the impact of property acquisitions at various times during the course of such periods.
As of December 31, 2024, we owned a total of 299 buildings (including one building held for sale) aggregating approximately 19.3 million square feet, 47 improved land parcels consisting of approximately 150.6 acres, six properties under development or redevelopment and approximately 22.4 acres of land entitled for future development.
As of December 31, 2025, we owned a total of 309 buildings (including one building held for sale) aggregating approximately 19.8 million square feet, 46 improved land parcels consisting of approximately 147.0 acres and six properties under development or redevelopment.
The following table sets forth the cash dividends paid or payable per share during the year ended December 31, 2024: For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2024 Common Stock $ 0.45 February 6, 2024 March 28, 2024 April 5, 2024 June 30, 2024 Common Stock $ 0.45 May 7, 2024 June 28, 2024 July 12, 2024 September 30, 2024 Common Stock $ 0.49 August 6, 2024 September 30, 2024 October 11, 2024 December 31, 2024 Common Stock $ 0.49 November 5, 2024 December 13, 2024 January 7, 2025 Contractual Commitments As of February 4, 2025, we had no outstanding contracts or non-binding letters of intent to acquire industrial properties as described under the heading “Material Cash Commitments” in this Annual Report on Form 10-K.
The following table sets forth the cash dividends paid or payable per share during the year ended December 31, 2025: For the Three Months Ended Security Dividend per Share Declaration Date Record Date Date Paid March 31, 2025 Common Stock $ 0.49 February 4, 2025 March 27, 2025 April 4, 2025 June 30, 2025 Common Stock $ 0.49 May 6, 2025 June 27, 2025 July 11, 2025 September 30, 2025 Common Stock $ 0.52 August 5, 2025 September 29, 2025 October 10, 2025 December 31, 2025 Common Stock $ 0.52 November 4, 2025 December 15, 2025 January 9, 2026 Contractual Commitments 37 Table of Contents Subsequent to December 31, 2025, as of February 3, 2026, the Company had three outstanding contracts with third-party sellers to acquire three industrial properties for a total purchase price of approximately $113.2 million, as described under the heading “Material Cash Commitments” in this Annual Report on Form 10-K.
Total property operating expenses increased approximately $19.0 million during the year ended December 31, 2024 compared to the prior year. The increase in total property operating expenses was primarily due to increases in insurance premiums and real estate taxes. Depreciation and amortization.
Total property operating expenses increased approximately $17.0 million during the year ended December 31, 2025 compared to the prior year. The increase in total property operating expenses was primarily due to property acquisitions during 2025 and 2024 as well as increases in real estate taxes. The increase in total property operating expenses was partially offset by property dispositions during 2025.
The following table reflects the calculation of FFO reconciled from net income for the three months and years ended December 31, 2024, 2023 and 2022 (dollars in thousands except per share data): 48 Table of Contents For the Three Months Ended December 31, For the Three Months Ended December 31, 2024 2023 $ Change % Change 2023 2022 $ Change % Change Net income $ 76,103 $ 57,557 $ 18,546 32.2 % $ 57,557 $ 58,880 $ (1,323) (2.2) % Gain on sales of real estate investments (39,664) (25,899) (13,765) 53.1 % (25,899) (36,118) 10,219 (28.3) % Depreciation and amortization 25,907 18,583 7,324 39.4 % 18,583 18,536 47 0.3 % Non-real estate depreciation (35) (40) 5 (12.5) % (40) (16) (24) 150.0 % Allocation to participating securities 1 (266) (243) (23) 9.5 % (243) (192) (51) 26.6 % FFO attributable to common stockholders $ 62,045 $ 49,958 $ 12,087 24.2 % $ 49,958 $ 41,090 $ 8,868 21.6 % Basic FFO per common share $ 0.62 $ 0.58 $ 0.04 6.9 % $ 0.58 $ 0.54 $ 0.04 7.4 % Diluted FFO per common share $ 0.62 $ 0.58 $ 0.04 6.9 % $ 0.58 $ 0.54 $ 0.04 7.4 % Basic weighted average common shares outstanding 99,308,805 85,550,842 85,550,842 76,048,579 Diluted weighted average common shares outstanding 99,539,305 85,647,463 85,647,463 76,145,382 For the Year Ended December 31, For the Year Ended December 31, 2024 2023 $ Change % Change 2023 2022 $ Change % Change Net income $ 184,497 $ 151,457 $ 33,040 21.8 % $ 151,457 $ 198,014 $ (46,557) (23.5) % Gain on sales of real estate investments (45,379) (38,156) (7,223) 18.9 % (38,156) (112,166) 74,010 (66.0) % Depreciation and amortization 93,916 73,219 20,697 28.3 % 73,219 65,763 7,456 11.3 % Non-real estate depreciation (148) (147) (1) 0.7 % (147) (72) (75) 104.2 % Allocation to participating securities 1 (1,016) (876) (140) 16.0 % (876) (656) (220) 33.5 % FFO attributable to common stockholders $ 231,870 $ 185,497 $ 46,373 25.0 % $ 185,497 $ 150,883 $ 34,614 22.9 % Basic FFO per common share $ 2.43 $ 2.23 $ 0.20 9.0 % $ 2.23 $ 2.00 $ 0.23 11.5 % Diluted FFO per common share $ 2.42 $ 2.22 $ 0.20 9.0 % $ 2.22 $ 2.00 $ 0.22 11.0 % Basic weighted average common shares outstanding 95,524,549 83,169,028 83,169,028 75,498,107 Diluted weighted average common shares outstanding 95,842,137 83,371,099 83,371,099 75,586,480 1 To be consistent with our policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the FFO per common share is adjusted for FFO distributed through declared dividends (if any) and allocated to all participating securities (weighted average common 49 Table of Contents shares outstanding and unvested restricted shares outstanding) under the two-class method.
The following table reflects the calculation of FFO reconciled from net income for the three months and years ended December 31, 2025, 2024 and 2023 (dollars in thousands except per share data): 47 Table of Contents For the Three Months Ended December 31, For the Three Months Ended December 31, 2025 2024 $ Change % Change 2024 2023 $ Change % Change Net income $ 158,217 $ 76,103 $ 82,114 107.9 % $ 76,103 $ 57,557 $ 18,546 32.2 % Gain on sales of real estate investments (109,537) (39,664) (69,873) 176.2 % (39,664) (25,899) (13,765) 53.1 % Depreciation and amortization 38,251 25,907 12,344 47.6 % 25,907 18,583 7,324 39.4 % Non-real estate depreciation (33) (35) 2 (5.7) % (35) (40) 5 (12.5) % Allocation to participating securities 1 (399) (266) (133) 50.0 % (266) (243) (23) 9.5 % FFO attributable to common stockholders $ 86,499 $ 62,045 $ 24,454 39.4 % $ 62,045 $ 49,958 $ 12,087 24.2 % Basic FFO per common share $ 0.84 $ 0.62 $ 0.22 35.5 % $ 0.62 $ 0.58 $ 0.04 6.9 % Diluted FFO per common share $ 0.83 $ 0.62 $ 0.21 33.9 % $ 0.62 $ 0.58 $ 0.04 6.9 % Basic weighted average common shares outstanding 103,238,990 99,308,805 99,308,805 85,550,842 Diluted weighted average common shares outstanding 103,657,589 99,539,305 99,539,305 85,647,463 For the Year Ended December 31, For the Year Ended December 31, 2025 2024 $ Change % Change 2024 2023 $ Change % Change Net income $ 402,992 $ 184,497 $ 218,495 118.4 % $ 184,497 $ 151,457 $ 33,040 21.8 % Gain on sales of real estate investments (238,434) (45,379) (193,055) 425.4 % (45,379) (38,156) (7,223) 18.9 % Depreciation and amortization 121,580 93,916 27,664 29.5 % 93,916 73,219 20,697 28.3 % Non-real estate depreciation (142) (148) 6 (4.1) % (148) (147) (1) 0.7 % Allocation to participating securities 1 (1,272) (1,016) (256) 25.2 % (1,016) (876) (140) 16.0 % FFO attributable to common stockholders $ 284,724 $ 231,870 $ 52,854 22.8 % $ 231,870 $ 185,497 $ 46,373 25.0 % Basic FFO per common share $ 2.78 $ 2.43 $ 0.35 14.4 % $ 2.43 $ 2.23 $ 0.20 9.0 % Diluted FFO per common share $ 2.77 $ 2.42 $ 0.35 14.5 % $ 2.42 $ 2.22 $ 0.20 9.0 % Basic weighted average common shares outstanding 102,459,881 95,524,549 95,524,549 83,169,028 Diluted weighted average common shares outstanding 102,723,758 95,842,137 95,842,137 83,371,099 48 Table of Contents 1 To be consistent with our policies of determining whether instruments granted in share-based payment transactions are participating securities and accounting for earnings per share, the FFO per common share is adjusted for FFO distributed through declared dividends (if any) and allocated to all participating securities (weighted average common shares outstanding and unvested restricted shares outstanding) under the two-class method.
FFO increased by approximately $12.1 million and $46.4 million for the three months and year ended December 31, 2024, respectively, compared to the same periods from the prior year due primarily to property acquisitions during 2023 and 2024 as well as same store NOI growth of approximately $0.6 million and $7.8 million for the three months and year ended December 31, 2024, respectively, compared to the same periods from the prior year.
FFO increased by approximately $24.5 million and $52.9 million for the three months and year ended December 31, 2025, respectively, compared to the same periods from the prior year due primarily to property acquisitions during 2024 and 2025 as well as same store NOI growth of approximately $20.9 million and $30.3 million for the three months and year ended December 31, 2025, respectively, compared to the same periods from the prior year.
The Amended Facility and the Senior Unsecured Notes include a series of financial and other covenants with which we must comply. We were in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of December 31, 2024 and 2023.
We were in compliance with the covenants under the Amended Facility and the Senior Unsecured Notes as of December 31, 2025 and 2024.
We have disposed of 37 properties since inception in 2010 for an aggregate sales price of approximately $727.6 million and a total gain of approximately $332.3 million. 2024 Developments Acquisition Activity During 2024, we acquired eight industrial properties and one portfolio of industrial properties for a total purchase price of approximately $884.5 million.
We have disposed of 45 properties since inception in 2010 for an aggregate sales price of approximately $1.1 billion and a total gain of approximately $570.7 million. 2025 Developments Acquisition Activity During 2025, we acquired 12 industrial properties and one portfolio of industrial properties for a total purchase price of approximately $683.5 million.
As of December 31, 2024, the same store pool consisted of 242 buildings aggregating approximately 14.5 million square feet representing approximately 75.5% of our total square feet owned and 44 improved land parcels consisting of approximately 139.5 acres representing approximately 92.6% of our total acreage owned.
As of December 31, 2025, the same store pool consisted of 236 buildings aggregating approximately 14.1 million square feet representing approximately 71.1% of our total square feet owned and 42 improved land parcels consisting of approximately 142.5 acres representing approximately 96.9% of our total acreage owned.
Also includes 497,190 and 508,663 shares held in the Deferred Compensation Plan as of December 31, 2024 and 2023, respectively. 2 Closing price of a share of our common stock on the New York Stock Exchange on December 31, 2024 and December 29, 2023, respectively, in dollars per share. 3 Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties, including one property consisting of one building held for sale as of December 31, 2024. 4 Total debt-to-total market capitalization is calculated as total debt, net of deferred financing costs, divided by total market capitalization. 5 Floating rate debt as a percentage of total debt is calculated as floating rate debt, net of deferred financing costs, divided by total debt, net of deferred financing costs. 6 Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the years ended December 31, 2024 and 2023, respectively.
Also includes 527,547 and 497,190 shares held in the Deferred Compensation Plan as of December 31, 2025 and 2024, respectively. 2 Closing price of a share of our common stock on the New York Stock Exchange on December 31, 2025 and 2024, respectively, in dollars per share. 3 Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties, including one property held for sale as of December 31, 2025. 4 Total debt-to-total market capitalization is calculated as total debt, net of deferred financing costs, divided by total market capitalization. 5 Floating rate debt as a percentage of total debt is calculated as floating rate debt, net of deferred financing costs, divided by total debt, net of deferred financing costs. 6 Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the years ended December 31, 2025 and 2024, respectively. 43 Table of Contents See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance. 7 Interest coverage is calculated as Adjusted EBITDA divided by interest expense, including amortization.
General and administrative expenses increased approximately $4.7 million for the year ended December 31, 2024 compared to the prior year primarily due to increased compensation expenses including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in the number of employees and salaries compared to the prior year as well as expenses related to our New York City office which opened in 2024.
General and administrative expenses increased approximately $4.7 million for the year ended December 31, 2025 compared to the prior year primarily due to increased compensation expenses, including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in salaries compared to the prior year. Interest and other income.
The following table summarizes certain information with respect to the properties under development or redevelopment and the land entitled for future development as of December 31, 2024: Property Name Total Expected Investment (in thousands) 1 Amount Spent to Date (in thousands) 2 Estimated Stabilized Cap Rate 3 Estimated Post-Development Square Feet Estimated Stabilization Quarter % Pre-leased December 31, 2024 Properties under development or redevelopment: Countyline Phase IV 4 Countyline Building 32 $ 40,100 $ 33,000 6.0 % 164,300 Q4 2025 50.0 % Countyline Building 33 39,000 34,600 5.9 % 158,000 Q4 2025 66.6 % Countyline Building 34 55,900 23,900 5.7 % 219,900 Q4 2025 69.5 % East Garry Avenue 41,000 32,300 5.1 % 91,500 Q1 2025 100.0 % Paterson Plank III 35,200 34,200 3.8 % 47,300 Q2 2025 — % 139th Street 5 104,600 41,200 6.1 % 223,000 Q4 2027 — % Total/Weighted Average $ 315,800 $ 199,200 5.6 % 904,000 47.8 % Land entitled for future development: Countyline Phase IV 4 Countyline Phase IV Land $ 117,100 $ 38,100 6.0 % 433,200 2026-2027 n/a Total $ 117,100 $ 38,100 6.0 % 433,200 n/a 1 Excludes below-market lease adjustments recorded at acquisition.
The following table summarizes certain information with respect to the properties under development or redevelopment as of December 31, 2025: Property Name Total Expected Investment (in thousands) 1 Amount Spent to Date (in thousands) 2 Estimated Stabilized Cap Rate 3 Estimated Post-Development Square Feet Estimated Stabilization Quarter % Pre-leased as of December 31, 2025 Properties under development or redevelopment: Countyline Phase IV 4 Countyline Building 32 $ 43,400 $ 37,800 6.0 % 164,300 Q1 2026 100.0 % Countyline Building 34 55,200 51,100 5.7 % 219,900 Q2 2026 100.0 % Countyline Building 35 55,500 19,700 6.0 % 219,900 Q4 2027 — % Countyline Building 36 56,200 33,100 5.8 % 213,600 Q1 2027 100.0 % Craftsman Circle 57,600 51,500 5.2 % 180,300 Q4 2027 — % 139th Street 5 104,600 42,400 6.1 % 223,500 Q2 2028 — % Total/Weighted Average $ 372,500 $ 235,600 5.8 % 1,221,500 48.9 % 1 Excludes below-market lease adjustments recorded at acquisition.
Cash rents on new and renewed leases totaling approximately 2.3 million square feet and 22.5 acres commencing during the year ended December 31, 2024 increased approximately 36.5% compared to the previous rental rates for that same space in the prior year.
Cash rents on new and renewed leases totaling approximately 2.7 million square feet and 24.4 acres commencing during the year ended December 31, 2025 increased approximately 25.4% compared to the previous rental rates.
As of December 31, 2023, the same store pool consisted of 224 buildings aggregating approximately 13.1 million square feet representing approximately 81.5% of our total square feet owned and 36 improved land parcels containing approximately 113.7 acres representing approximately 74.6% of our total acreage owned.
As of December 31, 2025, the same store pool consisted of 236 buildings aggregating approximately 14.1 million square feet representing approximately 71.1% of our total square feet owned and 42 improved land parcels containing approximately 142.5 acres representing approximately 96.9% of our total acreage owned.
The following table reflects the calculation of Adjusted EBITDA reconciled from net income for the three months and years ended December 31, 2024, 2023 and 2022 (dollars in thousands): 50 Table of Contents For the Three Months Ended December 31, For the Three Months Ended December 31, 2024 2023 $ Change % Change 2023 2022 $ Change % Change Net income $ 76,103 $ 57,557 $ 18,546 32.2 % $ 57,557 $ 58,880 $ (1,323) (2.2) % Gain on sales of real estate investments (39,664) (25,899) (13,765) 53.1 % (25,899) (36,118) 10,219 (28.3) % Depreciation and amortization 25,907 18,583 7,324 39.4 % 18,583 18,536 47 0.3 % Interest expense, including amortization 5,261 5,707 (446) (7.8) % 5,707 7,457 (1,750) (23.5) % Stock-based compensation 3,805 3,343 462 13.8 % 3,343 2,653 690 26.0 % Acquisition costs and other 25 92 (67) (72.8) % 92 374 (282) (75.4) % Adjusted EBITDA $ 71,437 $ 59,383 $ 12,054 20.3 % $ 59,383 $ 51,782 $ 7,601 14.7 % For the Year Ended December 31, For the Year Ended December 31, 2024 2023 $ Change % Change 2023 2022 $ Change % Change Net income $ 184,497 $ 151,457 $ 33,040 21.8 % $ 151,457 $ 198,014 $ (46,557) (23.5) % Gain on sales of real estate investments (45,379) (38,156) (7,223) 18.9 % (38,156) (112,166) 74,010 (66.0) % Depreciation and amortization 93,916 73,219 20,697 28.3 % 73,219 65,763 7,456 11.3 % Interest expense, including amortization 20,921 24,796 (3,875) (15.6) % 24,796 23,850 946 4.0 % Stock-based compensation 14,926 13,466 1,460 10.8 % 13,466 10,171 3,295 32.4 % Acquisition costs 72 218 (146) (67.0) % 218 1,465 (1,247) (85.1) % Adjusted EBITDA $ 268,953 $ 225,000 $ 43,953 19.5 % $ 225,000 $ 187,097 $ 37,903 20.3 % We compute NOI as rental revenues, including tenant expense reimbursements, less property operating expenses.
The following table reflects the calculation of Adjusted EBITDA reconciled from net income for the three months and years ended December 31, 2025, 2024 and 2023 (dollars in thousands): 49 Table of Contents For the Three Months Ended December 31, For the Three Months Ended December 31, 2025 2024 $ Change % Change 2024 2023 $ Change % Change Net income $ 158,217 $ 76,103 $ 82,114 107.9 % $ 76,103 $ 57,557 $ 18,546 32.2 % Gain on sales of real estate investments (109,537) (39,664) (69,873) 176.2 % (39,664) (25,899) (13,765) 53.1 % Depreciation and amortization 38,251 25,907 12,344 47.6 % 25,907 18,583 7,324 39.4 % Interest expense, including amortization 9,526 5,261 4,265 81.1 % 5,261 5,707 (446) (7.8) % Stock-based compensation 4,324 3,805 519 13.6 % 3,805 3,343 462 13.8 % Acquisition costs and other 19 25 (6) (24.0) % 25 92 (67) (72.8) % Adjusted EBITDA $ 100,800 $ 71,437 $ 29,363 41.1 % $ 71,437 $ 59,383 $ 12,054 20.3 % For the Year Ended December 31, For the Year Ended December 31, 2025 2024 $ Change % Change 2024 2023 $ Change % Change Net income $ 402,992 $ 184,497 $ 218,495 118.4 % $ 184,497 $ 151,457 $ 33,040 21.8 % Gain on sales of real estate investments (238,434) (45,379) (193,055) 425.4 % (45,379) (38,156) (7,223) 18.9 % Depreciation and amortization 121,580 93,916 27,664 29.5 % 93,916 73,219 20,697 28.3 % Interest expense, including amortization 32,857 20,921 11,936 57.1 % 20,921 24,796 (3,875) (15.6) % Stock-based compensation 17,722 14,926 2,796 18.7 % 14,926 13,466 1,460 10.8 % Acquisition costs 347 72 275 381.9 % 72 218 (146) (67.0) % Adjusted EBITDA $ 337,064 $ 268,953 $ 68,111 25.3 % $ 268,953 $ 225,000 $ 43,953 19.5 % We compute NOI as rental revenues, including tenant expense reimbursements, less property operating expenses.
Development and Redevelopment Activity As of December 31, 2024, we had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet. Additionally, we owned approximately 22.4 acres of land entitled for future development that, upon completion, will consist of two buildings aggregating approximately 0.4 million square feet.
Development and Redevelopment Activity As of December 31, 2025, we had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 1.2 million square feet.
Total revenues increased approximately $59.0 million for the year ended December 31, 2024 compared to the prior year due primarily to increased revenue on new and renewed leases and property acquisitions during 2024 and 2023.
Total revenues increased approximately $93.8 million for the year ended December 31, 2025 compared to the prior year primarily due to property acquisitions during 2025 and 2024, increased revenue on new and renewed leases and lease termination fees. The increase in total revenues was partially offset by property dispositions during 2025.
The applicable SOFR margin will range from 1.10% to 1.55% (1.10% as of December 31, 2024) for the revolving credit facility and 1.25% to 1.75% (1.25% as of December 31, 2024) for the term loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value and includes a 10 basis points SOFR credit adjustment.
The applicable SOFR margin will range from 1.00% to 1.45% for the revolving credit facility and 1.15% to 1.65% for the term loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value.
For the years ended December 31, 2024 and 2023, total contractual rent abatements of approximately $2.2 million and $4.4 million, respectively, were given to certain tenants in the same-store pool and approximately $0.7 million and $0.4 million, respectively, in lease termination income was received from certain tenants in the same store pool.
For the years ended December 31, 2025 and 2024, total contractual rent abatements of approximately $6.1 million and $3.9 million, respectively, were given to certain tenants in the same-store pool.
Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022: Discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 was included in our Annual Report on Form 10-K for the year ended December 31, 2023 on page 38 under Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations”, which was filed with the SEC on February 7, 2024.
We recognized an aggregate gain of approximately $238.4 million from the sale of eight properties during the year ended December 31, 2025, as compared to an aggregate gain of approximately $45.4 million from the sale of four properties during the prior year. 40 Table of Contents Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023: Discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 was included in our Annual Report on Form 10-K for the year ended December 31, 2024 beginning on page 41 under Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations”, which was filed with the SEC on February 5, 2025.
These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual Report on Form 10-K and in our other public filings. 3 280 Richards Street is encumbered by a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028.
These stabilized cap rates are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, 34 Table of Contents which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control, including risks related to our ability to meet our estimated forecasts related to stabilized cap rates and those risk factors contained in this Annual Report on Form 10-K and in our other public filings. 3 Redevelopment of this property commenced upon acquisition.
The following table summarizes certain information with respect to the completed development and redevelopment properties during the year ended December 31, 2024: Property Name Location Total Investment (in thousands) 1 Estimated Stabilized Cap Rate 2 Post-Development Square Feet Post-Development Acreage Completion Quarter Countyline Building 31 Hialeah, FL $ 42,100 6.0 % 161,787 — Q4 2024 Countyline Building 38 Hialeah, FL 88,500 5.0 % 506,215 — Q2 2024 Countyline Building 39 Hialeah, FL 43,800 5.8 % 178,201 — Q3 2024 Countyline Building 40 Hialeah, FL 43,800 6.3 % 186,107 — Q2 2024 147th Street Hawthorne, CA 15,600 5.6 % 31,378 — Q4 2024 Maple III Rancho Dominguez, CA 28,300 2.3 % — 2.8 Q4 2024 Total/Weighted Average $ 262,100 5.3 % 1,063,688 2.8 1 Total investment for the properties includes the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization. 2 Estimated stabilized cap rates are calculated as estimated annualized cash basis net operating income for the properties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property.
The following table summarizes certain information with respect to the completed development and redevelopment properties during the year ended December 31, 2025: 35 Table of Contents Property Name Location Total Expected Investment (in thousands) 1 Estimated Stabilized Cap Rate 2 Post-Development Square Feet Completion Quarter East Garry Avenue Santa Ana, CA $ 41,300 5.1 % 91,500 Q1 2025 Countyline Building 33 Hialeah, FL 39,900 5.9 % 158,000 Q3 2025 49-10 27th Street Long Island City, Queens, NY 35,800 5.7 % 48,000 Q4 2025 Total/Weighted Average $ 117,000 5.6 % 297,500 1 Total expected investment for the properties includes the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization. 2 Estimated stabilized cap rates are calculated as estimated annualized cash basis net operating income for the properties stabilized to market occupancy (generally 95%) divided by the total acquisition cost for the property.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed3 unchanged
Biggest changeWe expect to replace variable rate debt on a regular basis with fixed rate, long-term debt to finance our assets and operations. As of December 31, 2024, we had $282.0 million of borrowings outstanding under our Amended Facility, none of which were subject to interest rate caps.
Biggest changeWe expect to replace variable rate debt on a regular basis with fixed rate, long-term debt to finance our assets and operations. As of December 31, 2025, we had $400.0 million of borrowings outstanding under our Amended Facility, none of which were subject to interest rate caps.
If the SOFR rate were to fluctuate by 0.25%, interest expense would increase or decrease, depending on rate movement, future earnings and cash flows by approximately $0.7 million annually on the total of the outstanding balances on our Amended Facility as of December 31, 2024.
If the SOFR rate were to fluctuate by 0.25%, interest expense would increase or decrease, depending on rate movement, future earnings and cash flows by approximately $1.0 million annually on the total of the outstanding balances on our Amended Facility as of December 31, 2025.
Amounts borrowed under our Amended Facility bear interest at a variable rate based on SOFR plus an applicable SOFR margin. The weighted average interest rate on borrowings outstanding under our Amended Facility was 5.6% as of December 31, 2024.
Amounts borrowed under our Amended Facility bear interest at a variable rate based on SOFR plus an applicable SOFR margin. The weighted average interest rate on borrowings outstanding under our Amended Facility was 4.9% as of December 31, 2025.

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