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What changed in STAG Industrial, Inc.'s 10-K — 2024 vs 2025

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

+275 added−305 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-12)

Top changes in STAG Industrial, Inc.'s 2025 10-K

275 paragraphs added · 305 removed · 244 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeCompetition In acquiring our target properties, we often compete with local or regional operators due to our broad and differentiated geographical focus. We also face significant competition from owners and managers of competing properties in leasing our properties to prospective tenants and in re-leasing space to existing tenants.
Biggest changeWe also face significant competition from owners and managers of other industrial properties in leasing space in our properties to prospective tenants and in re-leasing space to existing tenants. The investors, operators, owners and managers with whom we compete may be national, regional, or local, public or private, and may have different availabilities and costs of capital and return requirements.
The common units are not publicly traded, but each common unit receives the same distribution as a share of our common stock, the value of each common unit is tied to the value of a share of our common stock, and each common unit, after one year, generally may be redeemed (that is, exchanged) for cash in an amount equivalent to the value of a share of our common stock or, if we choose, for a share of 8 Table of Contents common stock on a one-for-one basis.
The common units are not publicly traded, but each common unit receives the same distribution as a share of our common stock, the value of each common unit is tied to the value of a share of our common stock, and each common unit, after one year, generally may be redeemed (that is, 8 Table of Contents exchanged) for cash in an amount equivalent to the value of a share of our common stock or, if we choose, for a share of common stock on a one-for-one basis.
If a tenant is in a free rent period as of December 31, 2024, the annualized rent is calculated based on the first contractual monthly base rent amount multiplied by 12. 4 Table of Contents “Value Add Portfolio” means our properties that meet any of the following criteria: (i) less than 75% occupied as of the acquisition date (ii) will be less than 75% occupied due to known move-outs within two years of the acquisition date; (iii) out of service with significant physical renovation of the asset; or (iv) development.
If a tenant is in a free rent period as of December 31, 2025, the annualized rent is calculated based on the first contractual monthly base rent amount multiplied by 12. 4 Table of Contents “Value Add Portfolio” means our properties that meet any of the following criteria: (i) less than 75% occupied as of the acquisition date; (ii) will be less than 75% occupied due to known move-outs within two years of the acquisition date; (iii) out of service with significant physical renovation of the asset; or (iv) development.
Also posted on our website, and available in print upon request, are charters of each independent committee of the board of directors, our code of business conduct and ethics and our corporate governance guidelines.
Also posted on our website, and available in print upon request, are charters of each independent committee of our board of directors, our code of business conduct and ethics and our corporate governance guidelines.
This UPREIT structure provides us an opportunity to acquire properties on a tax-deferred basis by issuing common units in our Operating Partnership in exchange for properties. The following is a simplified diagram of our UPREIT structure at December 31, 2024. Additional Information Our principal executive offices are located at One Federal Street, 23rd Floor, Boston, Massachusetts 02110.
This UPREIT structure provides us an opportunity to acquire properties on a tax-deferred basis by issuing common units in our Operating Partnership in exchange for properties. The following is a simplified diagram of our UPREIT structure at December 31, 2025. Additional Information Our principal executive offices are located at One Federal Street, 23rd Floor, Boston, Massachusetts 02110.
Overview We are a REIT focused on the acquisition, ownership, and operation of industrial properties throughout the United States.
Overview We are a REIT focused on the acquisition, ownership, development, and operation of industrial properties throughout the United States.
“Total annualized base rental revenue” means the monthly base cash rent for the applicable property or properties as of December 31, 2024 (which is different from rent calculated in accordance with GAAP for purposes of our financial statements), multiplied by 12.
“Total annualized base rental revenue” means the monthly base cash rent for the applicable property or properties as of December 31, 2025 (which is different from rent calculated in accordance with GAAP for purposes of our financial statements), multiplied by 12.
We also offer flexible spending accounts for medical expenses, programs to pay commuting and office parking costs or dependent care costs with pre-tax income, and a competitive vacation policy, including paid holidays, personal time off, and other leave benefits. • We seek to foster a corporate culture where our stakeholders, including our employees, engage in, and collaborate to extend resources towards, community development.
We also offer flexible spending accounts for medical expenses, programs to pay commuting and office parking costs or dependent care costs with pre-tax income, and competitive vacation and leave policies, including paid holidays, personal time off, and parental and other leave benefits. • We seek to foster a corporate culture where our stakeholders, including our employees, engage in, and collaborate to extend resources towards community development.
Additional information regarding our human capital programs and initiatives will be included in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders and is currently available under the “Corporate Responsibility” section of our website at www.stagindustrial.com.
Additional information regarding our human capital programs and initiatives will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders and is currently available under the “Corporate Responsibility” section of our website at www.stagindustrial.com.
Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws that require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used. We could be responsible for any of the costs discussed above.
Lastly, some of these environmental laws restrict the use of a property or place conditions on 6 Table of Contents various activities. An example would be laws that require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used. We could be responsible for any of the costs discussed above.
See Note 2 in the accompanying Notes to Consolidated Financial Statements under “Segment Reporting.” Corporate Responsibility Program We maintain a corporate responsibility program that incorporates environmental, social and governance (“ESG”) initiatives into our overall business, investment, and asset management strategies. We are also committed to reporting of our ESG initiatives.
See Note 2 in the accompanying Notes to Consolidated Financial Statements under “Segment Reporting.” Corporate Responsibility Program We maintain a corporate responsibility program that incorporates sustainability, environmental, social and governance initiatives, into our overall business, investment, and asset management strategies. We are also committed to reporting of our sustainability initiatives.
Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos at one of our properties may seek to recover damages if he or she 6 Table of Contents suffers injury from the asbestos.
Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos at one of our properties may seek to recover damages if he or she suffers injury from the asbestos.
Through our partnerships with these organizations, in recent years, our employees have committed significant time and resources to support children and young adults, including through personal donations, fundraising, and volunteer work. As of December 31, 2024, we had 91 employees, none represented by a labor union.
Through our partnerships with these organizations, in recent years, our employees have committed significant time and resources to support children and young adults, including through personal donations, fundraising, and volunteer work. As of December 31, 2025, we had 93 employees, none represented by a labor union.
We are the sole member of the sole general partner of our Operating Partnership. As of December 31, 2024, we owned approximately 98.0% of the common units of limited partnership interest in our Operating Partnership (“common units”), and our current and former executive officers, directors, employees and their affiliates, and third parties owned the remaining 2.0%.
We are the sole member of the sole general partner of our Operating Partnership. As of December 31, 2025, we owned approximately 98.1% of the common units of limited partnership interest in our Operating Partnership (“common units”), and our current and former executive officers, directors, employees and their affiliates, and third parties owned the remaining 1.9%.
As of December 31, 2024, we had 11 development projects (which are not included in the building count noted above).
As of December 31, 2025, we had seven development projects (which are not included in the building count noted above).
Straight-line Rent Change on new and renewal leases together grew approximately 41.8% and 44.0% during the years ended December 31, 2024 and 2023, respectively, and our Cash Rent Change on new and renewal leases together grew approximately 28.3% and 31.0% during the years ended December 31, 2024 and 2023, respectively.
Straight-line Rent Change on new and renewal leases together grew approximately 38.2% and 41.8% during the years ended December 31, 2025 and 2024, respectively, and our Cash Rent Change on new and renewal leases together grew approximately 24.0% and 28.3% during the years ended December 31, 2025 and 2024, respectively.
We remain subject to state and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed income. As of December 31, 2024, we owned 591 buildings in 41 states with approximately 116.6 million rentable square feet.
We remain subject to state and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed income. As of December 31, 2025, we owned 601 buildings in 41 states with approximately 120.0 million rentable square feet.
Since December 2021, we have published an annual “Environmental, Social and Governance Report”, which includes information regarding our ESG policies and programs, historic results, and performance targets, including our long-term greenhouse gas (GHG) reduction goal as approved by the Science-Based Targets Initiative (SBTi).
Since December 2021, we have published an annual sustainability report that includes information regarding our sustainability policies and programs, historic results, and performance targets, including our long-term greenhouse gas reduction goal as approved by the Science-Based Targets Initiative (SBTi).
In addition, annually we participate in the public disclosure rating process of the Global Real Estate Sustainability Benchmark, which is an entity that provides a ranking system to evaluate and compare ESG practices in the real estate industry. 7 Table of Contents Additional information regarding our corporate responsibility program will be included in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders and our 2023 Environmental, Social and Governance Report, or sustainability report, is currently available under the “Corporate Responsibility” section of our website at www.stagindustrial.com.
In addition, annually we participate in the public disclosure rating process of the Global Real Estate Sustainability Benchmark, which is an entity that provides a ranking system to evaluate and compare sustainability practices in the real estate industry. 7 Table of Contents Additional information regarding our corporate responsibility program will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders.
As of December 31, 2024, our buildings were approximately 96.5% leased, with no single tenant accounting for more than approximately 2.9% of our total annualized base rental revenue and no single industry accounting for more than approximately 11.3% of our total annualized base rental revenue.
As of December 31, 2025, our buildings were approximately 96.4% leased, with no single tenant accounting for more than approximately 2.8% of our total annualized base rental revenue and no single industry accounting for more than approximately 11.4% of our total annualized base rental revenue. As of December 31, 2025, our Operating Portfolio was approximately 97.2% leased.
We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and standard industry practice; however, our insurance coverage may not be sufficient to cover all of our losses.
We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and standard industry practice; however, our insurance coverage may not be sufficient to cover all of our losses. Competition In acquiring our target properties and development projects, we compete with other real estate investors and operators.
Those owners and managers may be national, regional, or local operators, public or private. Operating Segments We manage our operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions, and accordingly, have only one reporting and operating segment.
Operating Segments We manage our operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions, and accordingly, have only one reporting and operating segment.
In contrast, we choose from a larger opportunity set of industrial properties across all CBRE-EA Tier 1 industrial markets in the United States. • Our wider focus results in an advantage versus the local and regional buyers we compete with for acquisition opportunities who may not have the same access to debt or equity capital as us. 5 Table of Contents • Industrial properties generally require less capital expenditure than other commercial property types.
In contrast, we choose from a larger opportunity set of industrial properties across all CBRE-EA Tier 1 industrial markets in the United States. • Industrial properties generally require less capital expenditure than other commercial property types. 5 Table of Contents Notwithstanding our focus on acquiring assets individually, we will consider and may acquire portfolios when we believe the returns and/or long-term value are appropriate.
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We intend to maintain a diversified mix of tenants to limit our exposure to any single tenant or industry. As of December 31, 2024, our Operating Portfolio was approximately 97.3% leased.
Added
Our most recent annual sustainability report is available under the “Corporate Responsibility” section of our website at www.stagindustrial.com.
Removed
Notwithstanding our focus on acquiring assets individually, we will consider and may acquire portfolios when we believe the returns and/or long-term value are appropriate.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIncome from and the value of our properties may be adversely affected by, among other things: • a global economic crisis that results in increased budget deficits and weakened financial condition of international, national and local governments, which may lead to reduced governmental spending, tax increases, public sector job losses, increased interest rates, currency devaluations, defaults on debt obligations or other adverse economic events; • other periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur; • tenant turnover, the attractiveness of our properties to potential tenants and changes in supply of, or demand for, similar or competing properties in an area (including from general overbuilding or excess supply in the market); • technological changes, such as reconfiguration of supply chains, autonomous vehicles, drones, robotics, 3D printing, online marketplaces for industrial space, or other developments; • our ability to control rental rates and changes in operating costs and expenses, including costs of compliance with tax, real estate, environmental and zoning laws, rules and regulations and our potential liability thereunder; • changes in the cost or availability of insurance, including coverage for mold or asbestos; 16 Table of Contents • unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions; • periods of high interest rates and tight money supply; • future terrorist attacks, which may result in declining economic activity, which could reduce the demand for, and the value of, our properties, and may adversely affect our tenants’ business and their ability to continue to honor their existing lease ; and • disruptions in the global supply chain caused by political, regulatory or other factors, including geopolitical developments outside the United States.
Biggest changeIncome from and the value of our properties may be adversely affected by, among other things: • a global economic crisis or other period of economic slowdown or recession that results in increased budget deficits and weakened financial condition of international, national and local governments, which may lead to reduced governmental spending, tax increases, public sector job losses, increased interest rates, currency devaluations, declining demand for real estate, defaults on debt obligations or other adverse economic events, or the public perception that any of these events may occur; • tenant turnover, the attractiveness of our properties to potential tenants and changes in supply of, or demand for, similar or competing properties in an area (including from general overbuilding or excess supply in the market); • technological changes, such as reconfiguration of supply chains, autonomous vehicles, drones, robotics, 3D printing, online marketplaces for industrial space, or other developments; • our ability to control rental rates and changes in operating costs and expenses, including costs of compliance with tax, real estate, environmental and zoning laws, rules and regulations and our potential liability thereunder; • changes in the cost or availability of insurance, including coverage for mold or asbestos; • unanticipated changes in costs associated with environmental conditions or retained liabilities for such conditions; • periods of high interest rates and tight money supply; • future terrorist attacks that result in a decline in economic activity, which could reduce the value of our properties, and may adversely affect our tenants’ business and their ability to continue to honor their existing lease; and • disruptions in the global supply chain caused by political, regulatory or other factors, including geopolitical developments outside the United States. 16 Table of Contents In addition, our investments could be materially adversely affected by changes in national and international political, environmental and socioeconomic circumstances, such as the ongoing conflict between Ukraine and Russia, disruption in the Middle East and instability in Venezuela, the possibility of such conflicts widening and their impact on macroeconomic conditions.
In addition, any potential change of 13 Table of Contents control transaction may be further limited as a result of provisions related to the limited partnership interests designated as “LTIP Units” in our Operating Partnership (“LTIP units”) granted under the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”), which require us to preserve the rights of LTIP unit holders and may restrict us from amending the Operating Partnership agreement in a manner that would have an adverse effect on the rights of LTIP unit holders.
In addition, any potential change of control transaction may be further limited as a result of provisions related to the limited partnership interests designated as “LTIP Units” in our Operating 13 Table of Contents Partnership (“LTIP units”) granted under the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the “2011 Plan”), which require us to preserve the rights of LTIP unit holders and may restrict us from amending the Operating Partnership agreement in a manner that would have an adverse effect on the rights of LTIP unit holders.
In addition, in connection with any development, redevelopment or renovation project, we may be harmed by potential changes to the supply chain or stricter energy efficiency standards for industrial buildings. To the extent climate change causes shifts in weather patterns, our markets could experience negative consequences, including declining demand for industrial space and our inability to operate our buildings.
In addition, in connection with any development, redevelopment or renovation project, we may be harmed by potential changes to the supply chain or stricter energy efficiency standards. To the extent climate change causes shifts in weather patterns, our markets could experience negative consequences, including declining demand for industrial space and our inability to operate our buildings.
Future indebtedness may contain financial or other covenants more restrictive than those in our existing loan agreements. We are a holding company and conduct substantially all of our business through our Operating Partnership. As a result, we rely on distributions from our Operating Partnership to pay dividends and meet our debt service and other obligations.
Future indebtedness may contain financial or other covenants more restrictive than those in our existing loan agreements. In addition, we are a holding company and conduct substantially all of our business through our Operating Partnership. As a result, we rely on distributions from our Operating Partnership to pay dividends and meet our debt service and other obligations.
Our board of directors may amend our charter, without stockholder approval, to (i) increase or decrease the aggregate number of shares of common stock or the number of shares of stock of any class or series, (ii) designate and issue from time to time one or more classes or series of preferred stock, (iii) classify or reclassify any unissued shares of stock, and (iv) determine the relative rights, preferences and privileges of any class or series of preferred stock.
Our board of directors may amend our charter, without stockholder approval, to (i) increase or decrease the aggregate number of shares of stock of any class or series, (ii) designate and issue from time to time one or more classes or series of preferred stock, (iii) classify or reclassify any unissued shares of stock, and (iv) determine the relative rights, preferences and privileges of any class or series of preferred stock.
We have fiduciary duties to the other limited partners in our Operating Partnership, including members of our management team and board of directors, the discharge of which may conflict with the interests of our stockholders. In addition, those persons holding common units will have the right to vote on certain amendments to the Operating Partnership agreement.
We have fiduciary duties to the limited partners in our Operating Partnership, including members of our management team and board of directors, the discharge of which may conflict with the interests of our stockholders. In addition, those persons holding common units will have the right to vote on certain amendments to the Operating Partnership agreement.
Sales of a substantial number of shares of our common stock (or the perception that such sales might occur), the vesting of equity awards under the 2011 Plan, the issuance of common stock or common units in connection with acquisitions, and other equity issuances may dilute the holdings of our existing stockholders or reduce the market prices of our securities, or both.
Sales of a substantial number of shares of our common stock (or the perception that such sales might occur), the vesting of equity awards under the 2011 Plan, the issuance of common stock or common units in connection with acquisitions, and other equity issuances may dilute the holdings of our existing stockholders or reduce the market prices of our securities.
In addition, prior consent of the partner may be required for a sale or transfer to a third party of our interests in the joint venture, which would restrict our ability to dispose of our interest. In addition, in certain circumstances, we may be liable for the actions of our third-party partners.
In addition, prior consent of the partner may be required for a sale or transfer to a third party of our interests in the joint venture, which would restrict our ability to dispose of our interest. Under certain circumstances, we may be liable for the actions of our third-party partners.
To the extent our exposure to increases in interest rates is not eliminated through interest rate swaps or other protection agreements, such increases may also result in higher debt service costs, which will adversely affect our cash flows.
To the extent our exposure to interest rates is not eliminated through interest rate swaps or other agreements, such increases may also result in higher debt service costs, which will adversely affect our cash flows.
Inflation adversely affects our financing costs (either through near-term borrowings on our variable rate debt, including our unsecured credit facility, or refinancing of existing debt at higher interest rates), and our general and administrative expenses and property operating expenses, as these costs and expenses could increase at a rate higher than our rental and other revenue.
Inflation adversely affects our financing costs (either through near-term borrowings on our variable rate debt, including our unsecured credit facility, or refinancing of existing debt at higher interest rates), and our general and administrative expenses and property operating expenses, as these costs and expenses could increase at a rate higher than our revenue.
Our existing mortgage notes and unsecured loan agreements require us to comply with certain financial and other covenants, including loan-to-value, debt service coverage, leverage and fixed charge coverage ratios and, in the case of an event of default, limitations on distributions.
Our existing mortgage note and unsecured loan agreements require us to comply with certain financial and other covenants, including loan-to-value, debt service coverage, leverage and fixed charge coverage ratios and, in the case of an event of default, limitations on distributions.
In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to sell one or more of our properties at times which may not permit realization of the maximum return on such investments. 19 Table of Contents Our loan covenants could limit our flexibility and adversely affect our financial condition and ability to make distributions.
In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to sell one or more of our properties at times which may not permit realization of the maximum return on such investments. Our loan covenants could limit our flexibility and adversely affect our financial condition and ability to make distributions.
As a result of unrealized 14 Table of Contents built-in gain attributable to contributed properties at the time of contribution, some holders of common units, including members of our management team, may suffer more adverse tax consequences than our stockholders upon the sale or refinancing of certain properties, including disproportionately greater allocations of items of taxable income and gain upon a realization event.
As a result of unrealized built-in gain attributable to contributed properties at the time of contribution, some holders of common units, including members of our management team, may suffer more adverse tax consequences than our stockholders upon the sale or refinancing of certain properties, including disproportionately greater allocations of items of taxable income and gain upon a realization event.
Any future public health crisis, pandemic, epidemic or outbreak of infectious disease, such as the COVID-19 pandemic, could have material and adverse effects on our business, operating results, financial condition and cash flows due to, among other factors: (i) government authorities requiring the closure of offices or other businesses or instituting quarantines of personnel; 12 Table of Contents (ii) disruption in global supply and delivery chains; (iii) a general decline in business activity and demand for real estate; (iv) repurposing or redevelopment of defunct retail properties into industrial properties; (v) reduced economic activity, general economic decline or recession, which may impact our tenants’ businesses and may cause one or more of our tenants to be unable to make rent payments to us timely, or at all, or to otherwise seek modifications of lease obligations; (vi) difficulty accessing debt and equity capital on attractive terms, or at all; and (vii) the potential negative impact on the health of our personnel or our ability to recruit and retain key employees.
Any future public health crisis, pandemic, epidemic or outbreak of infectious disease could have material and adverse effects on our business, operating results, financial condition and cash flows due to, among other factors: (i) government authorities requiring the closure of offices or other businesses or instituting quarantines; (ii) disruption in global supply and delivery chains; (iii) a general decline in business activity and demand for real estate; (iv) repurposing or redevelopment of defunct retail properties into industrial properties; (v) reduced economic activity, general economic decline or recession, which may impact our tenants’ businesses and may cause one or more of our tenants to be unable to make rent payments to us timely, or at all, or to otherwise seek modifications of lease obligations; (vi) difficulty accessing debt and equity capital on attractive terms, or at all; and (vii) the potential negative impact on the health of our personnel or our ability to recruit and retain key employees.
Climate change may also have indirect negative effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable and increasing the cost of energy, building materials and snow removal at our properties.
Climate change may also have indirect negative effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable and increasing the cost of energy, building materials and snow removal.
We have in the past entered, and may in the future enter, into forward sale transactions that subject us to certain risks. We have previously entered into forward sale agreements and may in the future enter into additional forward sale agreements, including under our ATM common stock offering program, that subject us to certain risks.
We have previously entered into forward sale agreements and may in the future enter into additional forward sale agreements, including under our ATM common stock offering program, that subject us to certain risks.
We cannot predict the long-term effect of future law changes on us or our stockholders. Other General Risks We face risks associated with system failures through security breaches or cyber-attacks, as well as other significant disruptions of our information technology (“IT”) networks and related systems.
We cannot predict the long-term effect of future law changes on us or our stockholders. 21 Table of Contents Other General Risks We face risks associated with system failures through security breaches or cyber-attacks, as well as other significant disruptions of our information technology (“IT”) networks and related systems.
When we acquire properties located in these markets, we face risks associated with a lack of market knowledge or understanding of the local economy (including that 11 Table of Contents competitors and counterparties may have much greater knowledge and understanding), forging new business relationships in the area and unfamiliarity with local government and laws.
When we acquire properties located in these markets, we face risks associated with a lack of market knowledge or understanding of the local economy (including that competitors and counterparties may have much greater knowledge and understanding), forging new business relationships in the area and unfamiliarity with local government and laws.
The ability of our Operating Partnership to make distributions to us depends on the operating results of our Operating Partnership and the terms of any loans that encumber our properties. Such loans may contain lock box arrangements, reserve requirements, financial covenants, and other provisions that restrict the distribution of funds in the event of a default.
The ability of our Operating Partnership to make distributions to us depends on the operating results of our Operating Partnership and the 19 Table of Contents terms of any loans that encumber our properties. Such loans may contain lock box arrangements, reserve requirements, financial covenants, and other provisions that restrict the distribution of funds in the event of a default.
Our board of directors has the general authority to oversee our operations and determine our major corporate policies. This authority includes significant flexibility and allows the board to take many actions, without stockholder approval, that could increase our operating expenses, impact our ability to make distributions or reduce the value of our assets.
The authority of our board of directors to oversee our operations and determine major corporate policies includes significant flexibility and allows the board to take many actions, without stockholder approval, that could increase our operating expenses, impact our ability to make distributions or reduce the value of our assets.
In addition, our ability to release space at attractive rental rates will depend on (i) whether the property is specifically suited to the particular needs of a tenant, and (ii) the number of vacant or partially vacant industrial properties in a market or sub-market.
In addition, our ability to 11 Table of Contents release space at attractive rental rates will depend on (i) whether the property is specifically suited to the particular needs of a tenant, and (ii) the number of vacant or partially vacant industrial properties in a market or sub-market.
Environmental laws require owners of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact 17 Table of Contents with asbestos and undertake special precautions in the event that asbestos is disturbed during building renovation or demolition.
Environmental laws require owners 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 in the event that asbestos is disturbed during building renovation or demolition.
As of December 31, 2024, we had total outstanding debt of approximately $3.0 billion, including approximately $409.0 million of debt subject to variable interest rates (excluding amounts that were hedged to fix rates), and we expect that we will incur additional indebtedness in the future. Interest we pay on outstanding debt reduces our cash available for distribution.
As of December 31, 2025, we had total outstanding debt of approximately $3.3 billion, including approximately $262.0 million of debt subject to variable interest rates (excluding amounts that were hedged to fix rates), and we expect that we will incur additional indebtedness in the future. Interest we pay on outstanding debt reduces our cash available for distribution.
If the vacancy continues for a long period of time, we may suffer reduced revenue resulting in less cash available for distribution to stockholders and the resale value of the property could be diminished. We face significant competition for tenants, which may negatively impact the occupancy and rental rates at our properties.
If the vacancy continues for an extended period of time, we may suffer reduced revenue resulting in less cash available for distribution to stockholders and the resale value of the property could be diminished. We face significant competition for tenants, which may negatively impact the occupancy and rental rates at our properties.
Certain provisions of Maryland law could delay or prevent a change in control. Title 8, Subtitle 3 of the Maryland General Corporation Law (“MGCL”), permits our board of directors, without stockholder approval, to implement certain takeover defenses, some of which (for example, a classified board) we do not currently have.
Certain provisions of Maryland law could delay or prevent a change in control. Title 8, Subtitle 3 of the MGCL, permits our board of directors, without stockholder approval, to implement certain takeover defenses, some of which (for example, a classified board) we do not currently have.
In addition, our charter eliminates our directors’ and officers’ liability 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 active and deliberate dishonesty established by a final judgment and which is material to the cause of action.
In addition, our charter eliminates our directors’ and officers’ liability to us and our stockholders for monetary damages, except for liability resulting from actual receipt of an improper benefit or profit and deliberate dishonesty established by a final judgment and which is material to the cause of action.
In addition, we will be subject to federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income, including any net capital gains.
In 12 Table of Contents addition, we will be subject to federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income, including any net capital gains.
Any failure of our IT networks and related systems could (i) disrupt the proper functioning of our networks and systems, (ii) result in misstated financial reports, violations of loan covenants or missed reporting deadlines, (iii) disrupt our inability to monitor our compliance with REIT requirements, (iv) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information, (v) require significant management attention and resources to remedy any damages that result, (vi) subject us to claims for breach of contract or failure to safeguard personal information or termination of leases or other agreements, or (vii) damage our reputation among our tenants and investors generally.
Any failure of our IT networks and related systems could (i) disrupt the proper functioning of our networks and systems, (ii) result in misstated financial reports, violations of loan covenants or missed reporting deadlines, (iii) disrupt our ability to monitor our compliance with REIT requirements, (iv) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information, (v) require significant management attention and resources, (vi) subject us to claims for breach of contract or failure to safeguard personal information or termination of leases or other agreements, or (vii) damage our reputation generally.
We face risks associated with security breaches, cyber-attacks, and other significant disruptions of our IT networks and related systems. The risk of a security breach, cyber-attack or disruption has increased as the number, intensity and sophistication of attempted attacks from around the world have increased.
We face risks associated with security breaches, cyber-attacks, and other disruptions of our IT networks and related systems. The risk of a security breach, cyber-attack or disruption has increased as the number, intensity and sophistication of attempted attacks have increased.
Further, we face competition for attractive investment opportunities from other well-capitalized real estate investors, including publicly-traded and non-traded REITs, private equity investors and other institutional investment funds that may have greater financial resources and a greater ability to borrow funds to acquire properties, the ability to offer more attractive terms to prospective tenants and the willingness to accept greater risk or lower returns than we can prudently manage.
Further, we face competition for attractive investment opportunities from other well-capitalized investors, including other public REITs, private equity investors and other institutional investment funds that may have greater financial resources and a greater ability to borrow funds to acquire properties, the ability to offer more attractive terms to prospective tenants and the willingness to accept greater risk or lower returns than we can prudently manage.
Due to the uncertainty of market conditions that may affect 18 Table of Contents future property dispositions, we cannot assure you that we will be able to sell our properties at a profit. Accordingly, the extent to which you will receive cash distributions and realize potential appreciation on our investments will be dependent upon fluctuating market conditions.
Due to the uncertainty of market conditions, we cannot assure 18 Table of Contents you that we will be able to sell our properties at a profit. Accordingly, the extent to which you will receive cash distributions and realize potential appreciation on our investments will be dependent upon fluctuating market conditions.
As of December 31, 2024, we have not obtained and do not expect to obtain key man life insurance on any of our key personnel. We also believe that, as we expand, our future success will depend upon our ability to hire and retain highly skilled managerial, investment, financing, operational, and marketing personnel.
As of December 31, 2025, we have not obtained and do not expect to obtain key man life insurance. We also believe that our future success will depend upon our ability to hire and retain highly skilled managerial, investment, financing, operational, and marketing personnel.
Consequently, our distribution levels may fluctuate. In addition, to the extent that we make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in its shares.
In addition, to the extent that we make distributions in excess of our current and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes to the extent of the holder’s adjusted tax basis in its shares.
We are exposed to the potential impacts of future climate change and climate change-related risks. Our properties may be exposed to rare catastrophic weather events, such as severe storms, floods or wildfires. If the frequency of extreme weather events increases due to climate change, our exposure to these events could increase.
We are exposed to the potential impacts of future climate change and climate change-related risks. If the frequency of extreme weather events, such as severe storms, floods or wildfires, increases due to climate change, our exposure to these events could increase.
These provisions include, among others, redemption rights, transfer restrictions on the common units, the ability of the general partner to amend certain provisions in the Operating Partnership agreement without the consent of limited partners and the right of limited partners to consent to certain mergers and transfers of the general partnership interest.
These provisions include, among others, redemption rights, transfer restrictionss, the ability of the general partner to amend certain provisions in the Operating Partnership agreement without the consent of limited partners and the right of limited partners to consent to certain mergers and transfers of the general partnership interest.
While we intend to structure such a sale‑leaseback transaction such that the lease will be characterized as a “true lease” for tax purposes, we cannot assure you that the Internal Revenue Service (“IRS”) will not challenge such characterization.
While we intend to structure such a sale‑leaseback transaction such that the lease will be characterized as a “true lease” for tax purposes, we cannot assure you that the IRS will not challenge such characterization.
Our bylaws require us to indemnify our directors and officers to the maximum extent permitted by Maryland law for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
Our bylaws require us to indemnify our directors and officers to the maximum extent permitted by Maryland law for liability actually incurred in connection with any proceeding, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
We have 15 Table of Contents filed a registration statement with the SEC allowing us to offer, from time to time, an indefinite amount of equity and debt securities on an as-needed basis, including shares under our ATM common stock offering program.
We have filed a registration statement with the SEC allowing us to offer, from time to time, an indefinite amount of equity and debt securities on an as-needed basis, including shares under our at-the-market (“ATM”) common stock offering program.
As of December 31, 2024, leases with respect to approximately 22.7% (excluding month-to-month leases) of our total annualized base rental revenue will expire before December 31, 2026. We cannot assure you that expiring leases will be renewed or that our properties will be re-leased at base rental rates equal to or above the current market rental rates.
As of December 31, 2025, leases with respect to approximately 21.8% (excluding month-to-month leases) of our total annualized base rental revenue will expire before December 31, 2027. We cannot assure you that expiring leases will be renewed or that our properties will be re-leased at base rental rates equal to or above the current market rental rates.
Coupled with changes in Federal Reserve policies on interest rates and other economic disruptions, such circumstances may exacerbate inflation and adversely affect economic and market conditions, the level and volatility of real estate and securities prices and the liquidity of our investments.
Coupled with changes in Federal Reserve policies on interest rates and other economic disruptions, such circumstances may exacerbate inflation and adversely affect economic and market conditions, the level and volatility of real estate and securities prices and the liquidity of our investments. We are subject to risks associated with development of real estate.
We may be unable to identify, investigate or remediate cyber events or incidents because attackers are increasingly using sophisticated techniques and tools (including generative artificial intelligence and other machine learning techniques) that can avoid detection, circumvent security controls, and even remove or obfuscate forensic evidence.
We may be unable to identify, investigate or remediate cyber events or incidents because attackers are increasingly using sophisticated techniques and tools that can avoid detection, circumvent security controls, and even remove or obfuscate forensic evidence.
Our ability to continue to acquire properties in our pipeline that we believe to be suitable and compatible with our growth strategy may be constrained by numerous factors, including our ability to negotiate and execute a mutually-acceptable definitive purchase and sale agreement with the seller, our completion of satisfactory due diligence and the satisfaction of customary closing conditions, including the receipt of third-party consents and approvals.
Our ability to continue to acquire properties in our pipeline may be constrained by numerous factors, including our ability to negotiate and execute a mutually-acceptable definitive purchase and sale agreement, our completion of satisfactory due diligence and the satisfaction of customary closing conditions, including the receipt of third-party consents and approvals.
Certain provisions of our governing documents and Maryland law may delay or prevent a transaction or a change of control that might be in the best interest of stockholders.
Certain provisions of our governing documents and Maryland law may delay or prevent a transaction or a change of control that might be in the best interest of stockholders. Our charter contains 9.8% ownership limits.
Distributions will be authorized and determined by our board of directors in its sole discretion from time to time and will depend upon a number of factors, including cash available for distribution, our operating results, operating expenses and financial condition (especially in relation to our anticipated future capital needs), REIT distribution requirements under the Code and other factors the board deems relevant.
Distributions will be authorized and determined by our board of directors in its sole discretion from time to time and will depend upon a number of factors, including cash available for distribution, operating results, operating expenses, financial condition, REIT distribution requirements under the Code and other factors the board deems relevant. Consequently, our distribution levels may fluctuate.
The compensation committee has significant discretion in structuring these compensation packages and may make compensation decisions based on any number of factors. As a result, compensation awards may not be tied to or correspond with improved financial results at the Company or the market prices for our securities. Item 1B. Unresolved Staff Comments None.
The compensation committee of our board of directors has significant discretion in structuring our executive compensation packages and may make compensation decisions based on any number of factors. As a result, compensation awards may not be tied to or correspond with improved financial results. Item 1B. Unresolved Staff Comments None.
Since we have incurred and may continue to incur variable rate debt, increases in interest rates by the Federal Reserve or changes in the Term Secured Overnight Financing Rate (“Term SOFR”) would raise our interest costs, which reduces our cash flows and our ability to make distributions.
Since we have incurred and may continue to incur variable rate debt, increases in interest rates by the Federal Reserve or changes in the Term SOFR (as defined below) would raise our interest costs, which reduces our cash flows and our ability to make distributions.
Conflicts also may arise when the interests of our stockholders and the limited partners of our Operating Partnership diverge, particularly in circumstances in which there may be an adverse tax consequence to the limited partners.
These voting rights may be exercised in a manner that conflicts with the interests of our stockholders. Conflicts also may arise when the interests of our stockholders and the limited partners of our Operating Partnership diverge, particularly in circumstances in which there may be an adverse tax consequence to the limited partners.
In connection with the acquisition and ownership of our properties, we may be exposed to such costs. The costs of compliance with environmental regulatory requirements, defending against environmental claims or remediation of any contaminated property could materially adversely affect our business, operating results and cash available for distribution to stockholders. Some of our properties contain asbestos‑containing building materials.
The costs of compliance with environmental regulatory requirements, defending against environmental claims or remediation of any contaminated property could materially adversely affect our business, operating results and cash available for distribution to stockholders. 17 Table of Contents Some of our properties contain asbestos‑containing building materials.
In addition, there are significant expenditures associated with an investment in real estate (such as debt payments, real estate taxes and maintenance costs) that generally do not decline when circumstances reduce the income from the property.
In addition, there are significant expenditures associated with an investment in real estate that generally do not decline when circumstances reduce the income from the property.
There can be no assurance that we will be able to maintain our current credit ratings, and in the event our credit ratings are downgraded, we would incur greater borrowing costs and may encounter difficulty in obtaining additional financing.
There can be no assurance that we will be able to maintain our current credit ratings, and in the event our credit ratings are downgraded, we would incur greater borrowing costs and may encounter difficulty in obtaining additional financing, additional payments obligations, or other negative consequences under our unsecured credit facility and other debt instruments.
Competition for tenants could negatively impact the occupancy and rental rates of our properties. Default by one or more of our tenants could materially and adversely affect us, and bankruptcy laws limit our remedies in the event of a tenant default.
Default by one or more of our tenants could materially and adversely affect us, and bankruptcy laws limit our remedies in the event of a tenant default.
We have owned many of our properties for a limited time, and we may not be aware of characteristics or deficiencies involving any one or all of them. Of the properties in our portfolio at December 31, 2024, 194 buildings totaling approximately 35.4 million rentable square feet have been acquired in the past five years.
We have owned many of our properties for a limited time, and we may not be aware of their characteristics or deficiencies. Of the properties in our portfolio at December 31, 2025, 159 buildings totaling approximately 29.3 million rentable square feet have been acquired in the past five years.
The loss of services from key members of the management team or a limitation in their availability could be negatively perceived in the capital markets and may adversely impact our operating results, financial condition and cash flows.
Our ability to retain our management team or to attract suitable replacements is dependent on the competitive nature of the employment market. The loss of services from key members of the management team or a limitation in their availability could be negatively perceived in the capital markets and may adversely impact our operating results, financial condition and cash flows.
The number of shares of our common stock available for future sale, and future offerings of debt or equity securities may be dilutive to existing stockholders and adversely affect the market price of our common stock.
The number of shares of our common stock available for future sale, and future offerings of debt or equity securities may be dilutive to existing stockholders and adversely affect the market price of our common stock. Our ability to execute our business strategy depends on our access to an appropriate blend of equity and debt financing.
In the event that we recognize a significant gain from a forward sale agreement, we may not be able to satisfy the gross income requirements applicable to REITs under the Code, may not be able to rely upon certain relief provisions and could lose our REIT status under the Code.
In the event that we recognize a significant gain from a forward sale agreement or the Internal Revenue Service (“IRS”) otherwise re-characterizes the tax treatment of the forward sale agreement in a manner that results in the recognition of income by us, we may not be able to satisfy the gross income requirements applicable to REITs under the Code, may not be able to rely upon certain relief provisions and could lose our REIT status under the Code.
Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flow and our ability to make distributions to stockholders. Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to some federal, state and local taxes.
Even if we maintain our qualification as a REIT for federal income tax purposes, we may be subject to some federal, state and local taxes.
There can be no assurance that our security measures taken to manage the risk of a security breach, cyber-attack or disruption will be effective or that attempted security breaches, cyber-attacks or disruptions would not be successful or damaging.
There can be no assurance that our security measures will be effective or that attempted security breaches, cyber-attacks or disruptions would not be successful or damaging.
If a sale‑leaseback transaction were so re-characterized, we might fail to satisfy the REIT qualification “asset tests” or “income tests” and, consequently, lose our REIT status effective with the year of re-characterization.
If a sale‑leaseback transaction were so re-characterized, we might fail to satisfy the REIT qualification “asset tests” or “income tests” and, consequently, lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated which might also cause us to fail to meet the distribution requirement for a taxable year.
We may acquire properties with known adverse environmental conditions and/or material environmental conditions, liabilities or compliance concerns may arise after the environmental assessment has been completed. Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties.
Further, in connection with property dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties.
Federal Income Tax Risks Failure to qualify as a REIT would reduce our net earnings available for investment or distribution. Our qualification as a REIT will depend upon our ability to meet requirements regarding our organization and ownership, distributions of our income, the nature and diversification of our income and assets and other tests imposed by the Code.
Our qualification as a REIT will depend upon our ability to meet requirements regarding our organization and ownership, distributions of our income, the nature and diversification of our income and assets and other tests imposed by the Code.
As military conflicts and related economic sanctions continue to evolve, it has become increasingly difficult to predict the impact of these events. Real estate investments are not as liquid as other types of investments. The lack of liquidity in real estate investments may limit our ability to vary our portfolio and react promptly to changes in economic or other conditions.
Real estate investments are not as liquid as other types of investments. The lack of liquidity in real estate investments may limit our ability to vary our portfolio and react promptly to changes in economic or other conditions.
We are subject to certain geographic and industry concentrations with respect to our properties.
We are subject to geographic and industry concentrations that make us susceptible to adverse events with respect to certain markets and industries. We are subject to certain geographic and industry concentrations with respect to our properties.
If our properties do not generate income sufficient to meet operating expenses, including debt service and capital expenditures, then our ability to make distributions to stockholders could be adversely affected.
Our investment returns depend on the amount of income earned and capital appreciation generated by our properties, as well as the expenses incurred in connection with our properties. If our properties do not generate income sufficient to meet operating expenses, including debt service and capital expenditures, then our ability to make distributions to stockholders could be adversely affected.
As those holders will not receive a correspondingly greater distribution of cash proceeds, they may have different objectives regarding the appropriate pricing, timing and other material terms of any sale or refinancing of certain properties, or whether to sell or refinance such properties at all.
As those holders will not receive a correspondingly greater distribution of cash proceeds, they may have different objectives regarding the appropriate pricing, timing and other terms of any sale or refinancing of certain properties, or whether to sell or refinance such properties at all. 14 Table of Contents We are subject to financial reporting and other requirements for which our accounting, internal audit and other systems and resources may not be adequately prepared and we may not be able to accurately report our financial results.
Any future issuances of preferred stock will rank senior to our common stock with respect to distributions and liquidation rights, which could limit our ability to make distributions to holders of common stock. In addition, upon liquidation, holders of debt securities would receive a distribution of our available assets prior to any distribution to the holders of common stock.
Any future issuances of preferred stock will rank senior to our common stock with respect to 15 Table of Contents distributions and liquidation rights, which could limit our ability to make distributions to holders of common stock.
In general, prohibited transactions are dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.
The prohibited transactions tax may limit our ability to engage in certain transactions. A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.
In addition, dividends to stockholders would no longer qualify for the dividends‑paid deduction and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
In addition, dividends to stockholders would no longer qualify for the dividends‑paid deduction and we would no longer be required to make distributions.
This concentration exposes us to the risk of economic downturns in the industrial real estate sector to a greater extent than if our properties were diversified across other sectors of the real estate industry. We are subject to geographic and industry concentrations that make us susceptible to adverse events with respect to certain markets and industries.
As of December 31, 2025, all our buildings were industrial properties. This concentration exposes us to the risk of economic downturns in the industrial real estate sector to a greater extent than if our properties were diversified across other sectors of the real estate industry.
However, because it is not clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment is uncertain.
Although we believe that any amount received by us in exchange for our stock would qualify for the exemption under Section 1032 of the Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain.
Consequently, prolonged periods of higher interest rates may negatively impact the valuation of our real estate assets and could result in the decline of the market price of our common stock, which may adversely impact our ability and willingness to raise equity capital on favorable terms, including through our at-the-market (“ATM”) common stock offering program.
Consequently, prolonged periods of higher interest rates may negatively impact the valuation of our properties, the market price of our common stock, our ability to raise equity capital on favorable terms, and our future business plans and growth.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.
Furthermore, we cannot assure you that we will have the funds required to correct defects or to make improvements before a property can be sold. Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.
These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.
In addition, our access to funding sources and other credit arrangements could be significantly impaired by factors that affect us, the financial services industry or economy in general, including, among others, liquidity constraints or failures, the ability to perform obligations under financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for the financial services industry.
Our board of directors may create and issue a class or series of preferred stock without stockholder approval.
These ownership limits may delay or prevent a transaction or a change of control that might be in the best interest of stockholders. Our board of directors may create and issue a class or series of preferred stock without stockholder approval.
Our compensation plans may not be tied to or correspond with our improved financial results or the market prices for our securities, which may adversely affect us. The compensation committee of our board of directors is responsible for overseeing our executive compensation plans.
Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such skilled personnel. Our compensation plans may not be tied to or correspond with our improved financial results or the market prices for our securities, which may adversely affect us.
Before acquiring a property, we typically obtain a preliminary assessment of environmental conditions at the property, often referred to as “Phase I environmental site assessment.” However, this environmental assessment does not include soil sampling or subsurface investigations and typically does not include an asbestos survey.
While we typically obtain a preliminary Phase I environmental site assessment before acquiring a property, this assessment does not include soil sampling or subsurface investigations and typically does not include an asbestos survey. We may acquire properties with known adverse environmental conditions and/or material environmental conditions, liabilities or compliance concerns may arise after the assessment has been completed.
Also, a downgrade in our credit ratings may trigger additional payments or other negative consequences under our unsecured credit facility and other debt instruments. Adverse changes in our credit ratings could harm our capital market activities, ability to manage debt maturities, future growth and acquisition activity. 20 Table of Contents U.S.
Adverse changes in our credit ratings could harm our capital market activities, ability to manage debt maturities, future growth and acquisition activity. U.S. Federal Income Tax Risks Failure to qualify as a REIT would reduce our net earnings available for investment or distribution.
Our investments are in the industrial real estate sector, and we would be adversely affected by an economic downturn in that sector. As of December 31, 2024, almost all our buildings were industrial properties.
Any of these impacts could 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. 10 Table of Contents Our investments are in the industrial real estate sector, and we would be adversely affected by an economic downturn in that sector.
As new technologies, including tools that harness generative artificial intelligence and other machine learning techniques, rapidly develop and become accessible, the use of such new technologies by us will present additional known and unknown risks, including, among others, the risk that confidential information may be stolen, misappropriated or disclosed and the risk that we may rely on incorrect, unclear or biased outputs generated by such technologies, any of which could have an adverse impact on us and our business.
Our use of new technologies, including tools that harness generative artificial intelligence and other machine learning techniques, will present additional known and unknown risks, including, among others, the potential for inaccuracy, bias, intellectual property infringement, or misappropriation, as well as concerns regarding data privacy and cybersecurity.
Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, our stockholders bear the risk of future offerings reducing the market prices of our securities and diluting their proportionate ownership.
Thus, our stockholders bear the risk of future offerings reducing the market prices of our securities and diluting their proportionate ownership. We have in the past entered, and may in the future enter, into forward sale transactions that subject us to certain risks.
Removed
Beginning in 2021 and continuing into the year ended December 31, 2023, inflation in the United States accelerated and, while moderating compared to year-over-year increases in 2021 and 2022, may continue at a relatively elevated level in the near-term.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs of the date of this report, we are not aware of any cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially and adversely affected the Company (including our business strategy, results of operations or financial condition), nor, in our view, are such threats currently reasonably likely to materially and adversely affect the same.
Biggest changeOur board of directors administers this oversight function directly and with support from its audit committee, which has been delegated the responsibility to evaluate our major financial risks, including our policies and practices to govern the process by which risk assessment and management is undertaken. 22 Table of Contents As of the date of this report, we are not aware of any cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially and adversely affected the Company (including our business strategy, results of operations or financial condition), nor, in our view, are such threats currently reasonably likely to materially and adversely affect the same.
We use a comprehensive, cross-departmental approach for identifying, evaluating, preventing and/or mitigating cybersecurity threats and incidents, and have implemented controls and procedures that provide for the prompt escalation of significant cybersecurity incidents so that decisions regarding reporting and public disclosure of such incidents can be made in a timely manner. 23 Table of Contents • Technical Safeguards.
We use a comprehensive, cross-departmental approach for identifying, evaluating, preventing and/or mitigating cybersecurity threats and incidents, and have implemented controls and procedures that provide for the prompt escalation of significant cybersecurity incidents so that decisions regarding reporting and public disclosure of such incidents can be made in a timely manner. • Technical Safeguards.
For example, our Vice President–Information Technology has approximately 26 years of IT experience in various roles, the majority of which has been at publicly-reporting real estate companies.
For example, our Vice President–Information Technology has approximately 27 years of IT experience in various roles, the majority of which has been at publicly-reporting real estate companies.
In addition, the other members of our management team identified above have from 15 years to 30 years of work experience managing risks or control environments, including experience at the Company and other professional businesses, or, as third-party advisors, helping businesses manage risks or control environments. 24 Table of Contents
In addition, the other members of our management team identified above have from 16 years to 31 years of work experience managing risks or control environments, including experience at the Company and other professional businesses, or, as third-party advisors, helping businesses manage risks or control environments.
The members of management responsible for our cybersecurity risk management program include our Vice President–Information Technology, our General Counsel, our Chief Accounting Officer, our Senior Vice President–Data and Technology, and our Vice President–Financial Reporting and Accounting.
The members of management involved in our cybersecurity risk management include our Vice President–Information Technology, our General Counsel, our Chief Accounting Officer, our Senior Vice President–Data and Technology, and our Vice President–Financial Reporting and Accounting.
On regular basis, our board of directors receives a presentation on cybersecurity risks from our senior management team, which may, depending on relevance at the time of the report, address topics such as prevailing cybersecurity threats, vulnerability assessments and/or network integrity testing, infrastructure and practice updates, and other considerations applicable to our IT network and related systems and other third-party systems.
On regular basis, our board of directors receives a presentation on cybersecurity risks from our senior management team, which may, depending on relevance at the time of the report, address topics such as prevailing cybersecurity threats, vulnerability assessments and/or network integrity testing, infrastructure and practice updates, and other considerations applicable to our IT network and related systems and other third-party systems. 23 Table of Contents Members of management work collaboratively to develop and implement policies, practices and procedures to protect our IT networks and related systems from cybersecurity threats and to respond appropriately and timely to any cybersecurity incidents.
Removed
Our board of directors administers this oversight function directly and with support from its audit committee, which has been delegated the responsibility to evaluate our major financial risks, including our policies and practices to govern the process by which risk assessment and management is undertaken.
Removed
Members of management work collaboratively to develop and implement policies, practices and procedures to protect our IT networks and related systems from cybersecurity threats and to respond appropriately and timely to any cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

15 edited+1 added−0 removed0 unchanged
Biggest changeLaurel 1 112,294 Piscataway 1 101,381 Swedesboro 1 123,962 Westampton 1 189,434 New Mexico Santa Teresa 1 92,325 Nevada Fernley 1 183,435 Las Vegas 2 157,388 Paradise 2 80,422 28 Table of Contents State City Number of Buildings Total Rentable Square Feet Reno 1 87,264 Sparks 2 326,986 New York Buffalo 1 117,000 Cheektowaga 1 121,760 Farmington 1 149,657 Gloversville 3 211,554 Johnstown 3 159,427 Rochester 2 252,860 Ronkonkoma 1 64,224 Ohio Bedford Heights 1 173,034 Boardman 1 176,930 Canal Winchester 3 964,472 Columbus 4 1,486,450 Dayton 1 205,761 Etna 1 1,232,149 Fairborn 1 259,369 Fairfield 2 364,948 Gahanna 1 385,919 Groveport 1 320,657 Hilliard 1 237,500 Macedonia 2 338,297 Maple Heights 1 170,000 Mason 1 116,200 North Jackson 2 518,758 Oakwood Village 1 75,000 Salem 1 271,000 Streetsboro 1 343,416 Strongsville 2 341,561 Toledo 1 177,500 Twinsburg 2 426,974 West Chester 2 967,368 West Jefferson 1 857,390 Oklahoma Oklahoma City 2 303,740 Tulsa 2 309,600 Oregon Beaverton 2 121,426 Salem 2 155,900 Sherwood 1 99,136 Wilsonville 1 78,000 Pennsylvania Allentown 3 454,784 Burgettstown 1 455,000 Charleroi 1 119,161 Clinton 7 1,532,414 Croydon 1 101,869 Elizabethtown 1 206,236 Export 1 138,270 Hazleton 1 589,580 Imperial 1 315,634 Kulpsville 1 152,625 Lancaster 1 240,528 Langhorne 4 467,647 Lebanon 1 211,358 Mechanicsburg 3 747,054 Muhlenberg Township 1 392,107 New Galilee 1 410,389 New Kensington 1 200,500 New Kingstown 1 330,000 29 Table of Contents State City Number of Buildings Total Rentable Square Feet O’Hara Township 1 887,084 Pittston 1 437,446 Reading 1 248,000 Warrendale 1 179,394 York 5 1,306,834 South Carolina Columbia 1 185,600 Duncan 3 996,841 Edgefield 1 126,190 Fountain Inn 3 685,360 Gaffney 1 226,968 Goose Creek 1 500,355 Greenwood 2 175,055 Greer 6 654,935 Laurens 1 125,000 Piedmont 7 1,387,556 Rock Hill 3 720,120 Simpsonville 3 1,138,494 Spartanburg 9 1,802,623 Summerville 1 88,583 Wellford 1 233,433 West Columbia 7 1,628,028 Tennessee Chattanooga 3 646,200 Cleveland 1 151,704 Clinton 1 166,000 Jackson 1 267,391 Knoxville 3 441,310 Lebanon 2 407,552 Loudon 1 104,074 Madison 1 418,406 Mascot 2 321,120 Memphis 2 1,331,075 Murfreesboro 2 212,312 Nashville 1 154,485 Vonore 1 342,700 Texas Arlington 2 290,324 Cedar Hill 1 420,000 Conroe 1 252,662 El Paso 12 2,417,131 Garland 1 253,900 Grapevine 2 202,140 Houston 10 1,412,059 Humble 1 289,200 Irving 1 120,900 Katy 2 244,916 Laredo 2 462,658 McAllen 1 301,200 Mission 1 270,084 Rockwall 1 389,546 Socorro 1 254,103 Stafford 1 68,300 Waco 1 66,400 Utah Salt Lake City 1 172,847 Virginia Chester 1 100,000 Fredericksburg 1 140,555 Harrisonburg 1 357,673 Independence 1 120,000 30 Table of Contents State City Number of Buildings Total Rentable Square Feet N.
Biggest changeLaurel 1 112,294 Piscataway 1 101,381 Swedesboro 1 123,962 Westampton 1 189,434 New Mexico Santa Teresa 1 92,325 Nevada Fernley 1 183,435 Las Vegas 2 157,388 Paradise 2 80,422 Reno 1 87,264 Sparks 2 326,986 New York Buffalo 1 117,000 Cheektowaga 1 121,760 Gloversville 3 211,554 Johnstown 3 159,427 Rochester 2 252,860 Ronkonkoma 1 64,224 Ohio Bedford Heights 1 173,034 Boardman 1 176,930 Canal Winchester 3 964,472 Columbus 4 1,486,596 Dayton 1 205,761 Etna 1 1,232,149 Fairborn 1 259,369 Fairfield 2 364,948 Gahanna 1 385,919 Groveport 1 320,657 Hilliard 1 237,500 Macedonia 2 338,297 Maple Heights 1 170,000 Mason 1 116,200 North Jackson 2 518,758 Oakwood Village 1 75,000 Salem 1 271,000 Sharonville 1 215,670 Streetsboro 1 343,416 Strongsville 2 341,561 Toledo 1 177,500 Twinsburg 2 467,689 Union 1 524,160 West Chester 2 967,368 West Jefferson 1 857,390 Oklahoma Oklahoma City 2 303,740 Tulsa 2 309,600 Oregon Beaverton 2 121,426 North Plains 1 201,750 Salem 2 155,900 Sherwood 1 99,136 Wilsonville 1 78,000 28 Table of Contents State City Number of Buildings Total Rentable Square Feet Pennsylvania Allentown 3 454,784 Burgettstown 1 455,000 Charleroi 1 119,161 Clinton 7 1,532,414 Croydon 1 101,869 Elizabethtown 1 206,236 Export 1 138,270 Hazleton 1 589,580 Imperial 1 315,634 Kulpsville 1 152,625 Lancaster 1 240,528 Langhorne 4 464,474 Lebanon 1 211,358 Mechanicsburg 3 747,256 Muhlenberg Township 1 392,107 New Galilee 1 410,389 New Kensington 1 200,500 New Kingstown 1 330,000 O'Hara Township 1 887,084 Reading 1 248,000 Warrendale 1 179,394 York 5 1,306,834 South Carolina Columbia 1 185,600 Duncan 3 996,841 Fountain Inn 3 700,343 Gaffney 1 226,968 Goose Creek 1 500,355 Greer 8 1,372,344 Laurens 1 125,000 Piedmont 7 1,387,556 Rock Hill 2 590,520 Simpsonville 3 1,138,494 Spartanburg 10 1,782,945 Summerville 1 88,583 Wellford 2 466,663 West Columbia 7 1,628,028 Tennessee Chattanooga 3 646,200 Cleveland 1 151,704 Clinton 1 166,000 Jackson 1 267,391 Knoxville 3 441,310 Lebanon 3 704,195 Loudon 1 104,074 Madison 1 418,406 Mascot 2 321,120 Memphis 2 1,331,075 Murfreesboro 3 311,873 Nashville 1 154,485 Vonore 1 342,700 Texas Arlington 2 290,324 Cedar Hill 1 420,000 Conroe 1 252,662 El Paso 12 2,417,131 Garland 1 253,900 Grapevine 2 202,140 Houston 10 1,412,121 Humble 2 751,450 29 Table of Contents State City Number of Buildings Total Rentable Square Feet Irving 1 120,900 Katy 2 244,916 Laredo 2 462,658 McAllen 1 301,200 Mission 1 270,084 Rockwall 1 389,546 Socorro 1 254,103 Stafford 1 68,300 Waco 1 66,400 Utah Salt Lake City 1 172,847 Virginia Chester 1 100,000 Fredericksburg 1 140,555 Harrisonburg 1 357,673 Independence 1 120,000 N.
Charles 1 115,491 Vernon Hills 1 95,486 Waukegan 1 131,252 West Chicago 7 955,432 West Dundee 1 154,475 Wood Dale 1 137,607 Indiana Elkhart 2 170,100 Fort Wayne 1 108,800 Goshen 1 366,000 Greenwood 1 154,440 Indianapolis 1 78,600 Jeffersonville 2 1,155,832 Lafayette 3 466,400 Lebanon 3 2,230,323 Marion 1 249,920 Portage 2 786,249 South Bend 1 225,000 Whitestown 1 258,000 Yoder 1 764,177 Kansas Edwardsville 1 270,869 Lenexa 3 581,059 Olathe 2 725,839 Wichita 3 248,550 26 Table of Contents State City Number of Buildings Total Rentable Square Feet Kentucky Bardstown 1 102,318 Danville 1 757,047 Erlanger 1 108,620 Florence 2 641,136 Hebron 1 109,000 Louisiana Baton Rouge 3 532,036 Shreveport 1 420,259 Massachusetts Andover 1 60,000 Hudson 1 128,000 Lawrence 1 91,333 Malden 2 109,943 Middleborough 1 80,100 Norton 1 200,000 South Easton 1 86,000 Sterling 1 119,056 Stoughton 2 258,213 Westborough 1 121,700 Wilmington 1 42,919 Woburn 2 96,219 Maryland Elkridge 1 167,223 Hagerstown 3 1,424,620 Hampstead 1 1,035,249 Hunt Valley 1 46,867 White Marsh 1 103,564 Maine Biddeford 2 265,126 Gardiner 1 265,000 Lewiston 1 60,000 Portland 1 100,600 Michigan Belleville 1 160,464 Canton 1 491,049 Chesterfield 4 478,803 Grand Rapids 4 656,262 Holland 1 195,000 Kentwood 3 455,177 Lansing 4 770,425 Livonia 2 285,306 Marshall 1 57,025 Novi 3 685,010 Plymouth 1 125,214 Redford 1 138,912 Romulus 2 578,260 Sterling Heights 1 108,000 Walker 1 210,000 Warren 4 981,540 Wixom 1 126,720 Zeeland 1 230,200 Minnesota Blaine 1 248,816 Bloomington 1 145,351 Brooklyn Park 2 326,720 Carlos 1 196,270 Eagan 1 276,550 Inver Grove Heigh 1 80,655 Lakeville 1 360,000 Maple Grove 2 207,875 27 Table of Contents State City Number of Buildings Total Rentable Square Feet Mendota Heights 2 183,279 New Hope 1 107,348 Newport 1 83,000 Oakdale 2 210,044 Plymouth 3 357,085 Savage 1 244,050 Shakopee 2 296,589 South Saint Paul 1 422,727 St.
Charles 1 115,491 Vernon Hills 1 95,486 Waukegan 1 131,252 West Chicago 7 955,432 West Dundee 1 154,475 Wood Dale 1 137,607 25 Table of Contents State City Number of Buildings Total Rentable Square Feet Indiana Elkhart 2 170,100 Fort Wayne 1 108,800 Goshen 1 366,000 Greenwood 1 154,440 Indianapolis 1 78,600 Jeffersonville 2 1,155,832 Lafayette 3 466,400 Lebanon 3 2,230,323 Marion 1 249,920 Portage 2 786,249 South Bend 1 225,000 Whitestown 1 258,000 Yoder 1 764,177 Kansas Edwardsville 1 270,869 Lenexa 3 581,059 Olathe 2 725,839 Wichita 3 248,550 Kentucky Bardstown 1 102,318 Danville 1 757,047 Erlanger 1 108,620 Florence 2 641,136 Hebron 1 109,000 Louisiana Baton Rouge 3 533,230 Shreveport 1 420,259 Massachusetts Andover 1 60,000 Hudson 1 128,000 Lawrence 1 91,333 Malden 2 109,943 Middleborough 1 80,100 Norton 1 200,000 South Easton 1 86,000 Sterling 1 119,056 Stoughton 2 258,213 Westborough 1 121,700 Wilmington 1 42,919 Woburn 2 96,219 Maryland Elkridge 1 167,223 Hagerstown 3 1,424,620 Hampstead 1 1,035,249 Hunt Valley 1 46,867 White Marsh 1 103,564 Maine Biddeford 2 265,126 Gardiner 1 265,000 Portland 1 100,600 Michigan Belleville 1 160,464 Canton 1 491,049 Chesterfield 4 478,803 Grand Rapids 4 656,262 Holland 1 195,000 Kentwood 3 455,177 Lansing 4 770,425 Livonia 2 285,306 Marshall 1 57,025 26 Table of Contents State City Number of Buildings Total Rentable Square Feet Novi 3 685,010 Plymouth 1 125,214 Redford 1 138,912 Romulus 2 578,260 Sterling Heights 1 108,000 Walker 1 210,000 Warren 4 981,540 Wixom 1 126,720 Zeeland 1 230,200 Minnesota Blaine 1 248,816 Bloomington 1 145,351 Brooklyn Park 2 326,720 Carlos 1 196,270 Eagan 1 276,550 Inver Grove Height 1 80,655 Lakeville 1 360,000 Maple Grove 2 207,875 Mendota Heights 2 183,279 New Hope 1 107,348 Newport 1 83,000 Oakdale 2 210,044 Plymouth 3 357,085 Savage 1 244,050 Shakopee 3 458,189 South Saint Paul 1 422,727 St.
Scheduled Lease Expirations As of December 31, 2024, our Weighted Average Lease Term was approximately 4.3 years. The following table summarizes lease expirations for leases in place as of December 31, 2024, plus available space, for each of the ten calendar years beginning with 2025 and thereafter in our portfolio.
Scheduled Lease Expirations As of December 31, 2025, our Weighted Average Lease Term was approximately 4.3 years. The following table summarizes lease expirations for leases in place as of December 31, 2025, plus available space, for each of the ten calendar years beginning with 2026 and thereafter in our portfolio.
See Note 4 in the accompanying Notes to the Consolidated Financial Statements and the accompanying Schedule III for additional information. 31 Table of Contents Top Markets The following table summarizes information about the 20 largest markets in our portfolio based on total annualized base rental revenue as of December 31, 2024.
See Note 4 in the accompanying Notes to the Consolidated Financial Statements and the accompanying Schedule III for additional information. 30 Table of Contents Top Markets The following table summarizes information about the 20 largest markets in our portfolio based on total annualized base rental revenue as of December 31, 2025.
Top Industries The following table summarizes information about the 20 largest tenant industries in our portfolio based on total annualized base rental revenue as of December 31, 2024.
Top Industries The following table summarizes information about the 20 largest tenant industries in our portfolio based on total annualized base rental revenue as of December 31, 2025.
State City Number of Buildings Total Rentable Square Feet Alabama Birmingham 4 362,916 Montgomery 1 332,000 Moody 1 595,346 Phenix City 1 117,568 Arkansas Bryant 1 300,160 Rogers 1 400,000 Arizona Avondale 1 186,643 Chandler 1 104,352 Gilbert 1 41,504 Mesa 1 71,030 Phoenix 1 80,000 Tucson 1 129,047 California Fresno 1 232,072 Hollister 1 175,325 Lodi 1 400,340 McClellan 1 160,534 Menifee 2 157,146 Morgan Hill 2 107,126 Rancho Cordova 2 106,718 Roseville 1 114,597 Sacramento 8 976,557 San Diego 1 205,440 Stockton 3 263,716 West Sacramento 2 291,780 Colorado Grand Junction 1 82,800 Johnstown 1 132,194 Longmont 1 64,750 Loveland 2 195,674 Connecticut East Windsor 2 271,111 Milford 2 367,700 North Haven 3 824,727 Wallingford 1 105,000 Delaware New Castle 1 485,987 Florida Daytona Beach 1 142,857 Fort Myers 1 260,620 Jacksonville 5 1,256,750 Lake Worth 3 199,916 Lakeland 1 215,280 Orlando 2 370,900 Tampa 1 78,560 West Palm Beach 1 112,353 Georgia Atlanta 1 175,532 Augusta 1 203,726 Buford 1 103,720 Calhoun 1 151,200 Dallas 1 92,807 Forest Park 1 373,900 LaGrange 1 323,368 Lithonia 1 210,858 25 Table of Contents State City Number of Buildings Total Rentable Square Feet Norcross 1 152,036 Savannah 1 504,300 Shannon 1 568,516 Smyrna 1 102,150 Statham 1 225,692 Stone Mountain 1 78,000 Iowa Ankeny 2 400,968 Council Bluffs 1 90,000 Des Moines 2 301,381 Marion 1 95,500 Idaho Idaho Falls 1 78,690 Illinois Aurora 1 130,000 Bartlett 1 207,575 Batavia 3 261,318 Belvidere 4 636,960 Carol Stream 1 89,381 Cary 1 79,049 Crystal Lake 4 506,096 Elgin 8 1,372,401 Elmhurst 1 72,499 Gurnee 1 338,740 Harvard 1 126,304 Hodgkins 2 518,109 Itasca 3 311,355 Lisle 1 105,925 Machesney Park 1 80,000 McHenry 2 169,311 Montgomery 1 584,301 New Lenox 3 506,536 Saint Charles 1 102,000 Sauk Village 1 375,785 Schaumburg 1 67,817 St.
State City Number of Buildings Total Rentable Square Feet Alabama Birmingham 4 362,916 Montgomery 1 332,000 Moody 1 595,346 Phenix City 1 117,568 Arkansas Bryant 1 300,160 Rogers 1 400,000 Arizona Avondale 1 186,643 Chandler 1 104,352 Gilbert 1 41,504 Mesa 1 71,030 Phoenix 1 80,000 Tucson 1 129,047 California Fresno 2 640,270 Hollister 1 175,325 Lodi 1 400,340 McClellan 1 160,534 Menifee 2 157,146 Morgan Hill 2 107,126 Rancho Cordova 2 106,718 Roseville 1 114,597 Sacramento 8 976,557 San Diego 1 205,440 Stockton 3 263,716 West Sacramento 2 291,780 Colorado Grand Junction 1 82,800 Johnstown 1 132,194 Longmont 1 64,750 Loveland 2 195,674 Connecticut East Windsor 2 271,111 Milford 2 367,700 North Haven 3 824,727 Wallingford 1 105,000 24 Table of Contents State City Number of Buildings Total Rentable Square Feet Delaware New Castle 1 485,987 Florida Daytona Beach 1 142,857 Fort Myers 1 260,620 Gibsonton 2 298,466 Jacksonville 5 1,256,750 Lake Worth 3 199,916 Lakeland 1 215,280 Orlando 2 370,900 Tampa 1 78,560 West Palm Beach 1 112,353 Georgia Atlanta 1 175,532 Augusta 1 203,726 Buford 1 103,720 Dallas 1 92,807 Forest Park 1 373,900 LaGrange 1 323,368 Lithonia 1 210,858 Norcross 1 152,036 Savannah 1 504,300 Smyrna 1 102,150 Statham 1 225,692 Stone Mountain 1 78,000 Iowa Ankeny 2 400,968 Council Bluffs 1 90,000 Des Moines 2 301,381 Marion 1 95,500 Idaho Idaho Falls 1 78,690 Illinois Aurora 1 130,000 Bartlett 1 207,575 Batavia 3 261,318 Belvidere 3 536,960 Buffalo Grove 2 231,964 Carol Stream 1 89,381 Cary 1 79,049 Crystal Lake 4 506,096 Elgin 8 1,372,401 Elmhurst 1 72,499 Gurnee 1 338,740 Harvard 1 126,304 Hodgkins 2 518,109 Itasca 3 311,355 Lisle 1 105,925 Machesney Park 1 80,000 McHenry 2 169,311 Monee 1 621,246 Montgomery 1 584,301 New Lenox 3 506,536 Saint Charles 1 102,000 Sauk Village 1 375,785 Schaumburg 1 67,817 St.
Top 20 Tenant Industries (1) % of Total Annualized Base Rental Revenue Air Freight & Logistics 11.3 % Containers & Packaging 7.9 % Automobile Components 6.2 % Machinery 6.2 % Commercial Services & Supplies 5.5 % Trading Companies & Distribution (Industrial Goods) 5.5 % Distributors (Consumer Goods) 4.6 % Building Products 4.6 % Consumer Staples Distribution 3.8 % Broadline Retail 3.7 % Household Durables 3.2 % Media 3.0 % Specialty Retail 2.9 % Beverages 2.5 % Food Products 2.4 % Chemicals 1.9 % Ground Transportation 1.9 % Electronic Equip, Instruments 1.8 % Electrical Equipment 1.7 % Automobiles 1.6 % Total 82.2 % (1) Industry classification based on Global Industry Classification Standard methodology. 32 Table of Contents Top Tenants The following table summarizes information about the 20 largest tenants in our portfolio based on total annualized base rental revenue as of December 31, 2024.
Top 20 Tenant Industries (1) % of Total Annualized Base Rental Revenue Air Freight & Logistics 11.4 % Containers & Packaging 7.2 % Machinery 6.5 % Automobile Components 5.9 % Commercial Services & Supplies 5.7 % Trading Companies & Distribution (Industrial Goods) 5.2 % Distributors (Consumer Goods) 4.7 % Building Products 4.1 % Consumer Staples Distribution 3.6 % Broadline Retail 3.4 % Specialty Retail 3.0 % Household Durables 2.8 % Media 2.7 % Electrical Equipment 2.6 % Beverages 2.4 % Food Products 2.4 % Electronic Equip, Instruments 2.4 % Ground Transportation 1.9 % Chemicals 1.9 % Construction & Engineering 1.8 % Total 81.6 % (1) Industry classification based on Global Industry Classification Standard methodology. 31 Table of Contents Top Tenants The following table summarizes information about the 20 largest tenants in our portfolio based on total annualized base rental revenue as of December 31, 2025.
Chesterfield 1 109,520 Norfolk 1 102,512 Richmond 1 78,128 Washington Ridgefield 1 141,400 Wisconsin Appleton 1 152,000 Caledonia 1 53,680 Cudahy 1 128,000 De Pere 1 200,000 DeForest 1 262,521 Delavan 2 146,400 East Troy 1 149,624 Elkhorn 1 78,540 Franklin 1 156,482 Germantown 4 520,163 Hartland 1 121,050 Hudson 1 139,875 Janesville 1 700,000 Kenosha 1 175,052 Madison 2 283,000 Mayville 1 339,179 Mukwonago 1 157,438 Muskego 1 81,230 New Berlin 3 591,035 Oak Creek 2 232,144 Pewaukee 2 288,201 Pleasant Prairie 1 105,637 Sun Prairie 1 427,000 Sussex 1 150,002 West Allis 4 243,478 Yorkville 1 98,151 Total 591 116,627,125 Not reflected in the table above are 11 buildings under development.
Chesterfield 1 109,520 Norfolk 1 102,512 Richmond 1 78,128 Washington Ridgefield 1 141,400 Wisconsin Appleton 1 152,000 Caledonia 1 53,680 Cudahy 1 128,000 De Pere 1 200,000 DeForest 1 262,521 Delavan 2 146,400 East Troy 1 149,624 Elkhorn 1 78,540 Franklin 1 156,482 Germantown 4 520,163 Hartland 1 121,050 Hudson 1 139,875 Janesville 1 700,000 Kenosha 1 175,052 Madison 2 283,000 Mayville 1 339,179 Mukwonago 2 340,638 Muskego 1 81,230 New Berlin 3 591,035 Oak Creek 2 232,144 Pewaukee 2 288,201 Pleasant Prairie 1 105,637 Sun Prairie 1 427,000 Sussex 1 150,002 West Allis 4 243,478 Yorkville 1 98,151 Total 601 119,974,349 Not reflected in the table above are seven buildings under development.
Item 2. Properties As of December 31, 2024, we owned the properties in the following table.
Item 2. Properties As of December 31, 2025, we owned the properties in the following table.
Paul 1 316,636 Missouri Berkeley 1 121,223 Earth City 1 116,783 Fenton 1 127,464 Hazelwood 1 305,550 Kansas City 3 1,378,000 O’Fallon 2 186,854 Mississippi Southaven 1 556,600 North Carolina Catawba 1 137,785 Charlotte 4 330,629 Durham 1 80,600 Garner 1 150,000 Greensboro 2 261,909 Huntersville 1 185,570 Lexington 1 201,800 Mebane 3 813,133 Mocksville 1 129,600 Mooresville 2 799,200 Mountain Home 1 146,014 Newton 1 217,200 Pineville 1 75,400 Rural Hall 1 250,000 Salisbury 1 288,000 Smithfield 1 307,845 Troutman 1 301,000 Winston-Salem 1 385,000 Youngsville 1 365,000 Nebraska Bellevue 1 370,000 La Vista 1 178,368 Omaha 5 464,558 New Hampshire Londonderry 1 125,060 Nashua 1 337,391 New Jersey Branchburg 1 113,973 Burlington 2 756,990 Franklin Township 1 183,000 Lumberton 1 120,000 Moorestown 3 257,061 Mt.
Paul 1 316,636 Missouri Berkeley 1 121,223 Earth City 1 116,783 Fenton 1 127,464 Hazelwood 1 305,550 Kansas City 5 1,930,281 O'Fallon 2 186,854 Mississippi Southaven 1 556,600 North Carolina Catawba 1 137,785 Charlotte 4 330,629 Durham 2 420,800 Garner 1 150,000 Greensboro 2 261,909 Huntersville 1 185,570 Lexington 1 201,800 Mebane 3 813,133 Mocksville 1 129,600 Mooresville 2 799,200 Mountain Home 1 146,014 Newton 1 217,200 Pineville 1 75,400 Rural Hall 1 250,000 Salisbury 1 288,000 Smithfield 1 307,845 Troutman 1 301,000 Winston-Salem 1 385,000 Youngsville 1 365,000 Nebraska Bellevue 1 370,000 La Vista 1 178,368 Omaha 5 464,558 27 Table of Contents State City Number of Buildings Total Rentable Square Feet New Hampshire Londonderry 1 125,060 New Jersey Branchburg 1 113,973 Burlington 2 756,990 Franklin Township 1 183,000 Lumberton 1 120,000 Moorestown 3 257,061 Mt.
Top 20 Markets (1) % of Total Annualized Base Rental Revenue Chicago, IL 7.8 % Greenville, SC 5.1 % Minneapolis, MN 4.3 % Pittsburgh, PA 4.0 % Detroit, MI 3.9 % Columbus, OH 3.8 % South Central, PA 3.1 % Philadelphia, PA 2.8 % Boston, MA 2.5 % El Paso, TX 2.3 % Milwaukee, WI 2.3 % Kansas City, MO 2.1 % Charlotte, NC 2.1 % Houston, TX 2.0 % Sacramento, CA 2.0 % Indianapolis, IN 1.9 % Cincinnati, OH 1.8 % Cleveland, OH 1.8 % Columbia, SC 1.4 % Grand Rapids, MI 1.4 % Total 58.4 % (1) Market classification based on CBRE-EA industrial market geographies.
Top 20 Markets (1) % of Total Annualized Base Rental Revenue Chicago, IL 8.6 % Greenville, SC 5.6 % Minneapolis, MN 4.2 % Pittsburgh, PA 3.8 % Columbus, OH 3.7 % Detroit, MI 3.6 % South Central, PA 3.2 % Philadelphia, PA 2.9 % Boston, MA 2.5 % Houston, TX 2.4 % Kansas City, MO 2.4 % El Paso, TX 2.4 % Milwaukee, WI 2.2 % Raleigh, NC 2.1 % Sacramento, CA 1.9 % Charlotte, NC 1.9 % Indianapolis, IN 1.8 % Cleveland, OH 1.8 % Cincinnati, OH 1.7 % Nashville, TN 1.4 % Total 60.1 % (1) Market classification based on CBRE-EA industrial market geographies.
As of December 31, 2024, one of our 591 buildings was encumbered by mortgage indebtedness totaling approximately $4.3 million (excluding unamortized deferred financing fees, debt issuance costs, and fair market value premiums or discounts).
As of December 31, 2025, one of our 601 buildings was encumbered by mortgage indebtedness totaling approximately $4.1 million (excluding any unamortized deferred financing fees, debt issuance costs, and fair market value premiums or discounts).
Top 20 Tenants (1) Number of Leases % of Total Annualized Base Rental Revenue Amazon 7 2.9 % American Tire Distributors, Inc. 7 1.0 % Soho Studio, LLC 1 0.9 % Schneider Electric USA, Inc. 4 0.8 % CHEP USA 6 0.8 % Tempur Sealy International, Inc. 2 0.7 % The Coca-Cola Company 3 0.7 % Iron Mountain Information Management 6 0.7 % Hachette Book Group, Inc. 1 0.7 % Penguin Random House, LLC 1 0.7 % Kenco Logistic Services, LLC 3 0.7 % FedEx Corporation 4 0.7 % Penske Truck Leasing Co.
Top 20 Tenants (1) Number of Leases % of Total Annualized Base Rental Revenue Amazon 7 2.8 % Schneider Electric USA, Inc. 3 1.0 % American Tire Distributors, Inc. 7 0.9 % Soho Studio, LLC 1 0.8 % International Paper Company 4 0.8 % DSV Solutions, LLC 4 0.8 % CHEP USA 6 0.7 % KUEHNE+NAGEL INC. 1 0.7 % Tempur Sealy International Inc 2 0.7 % The Coca-Cola Company 3 0.7 % Iron Mountain Information Management 6 0.7 % Hachette Book Group, Inc. 1 0.7 % DHL Supply Chain 5 0.6 % Penguin Random House LLC 1 0.6 % Penske Truck Leasing Co.
LP 3 0.7 % WestRock Company 6 0.6 % Lippert Component Manufacturing 4 0.6 % DHL Supply Chain 4 0.6 % GXO Logistics, Inc. 2 0.6 % DS Smith North America 2 0.6 % Carolina Beverage Group 3 0.6 % AFL Telecommunications LLC 2 0.6 % Total 71 16.2 % (1) Includes tenants, guarantors, and/or non-guarantor parents.
LP 3 0.6 % Kenco Logistic Services, LLC 3 0.6 % FedEx Corporation 4 0.6 % WestRock Company 6 0.6 % Lippert Component Manufacturing 4 0.6 % Carolina Beverage Group 3 0.6 % Total 74 16.1 % (1) Includes tenants, guarantors, and/or non-guarantor parents.
Lease Expiration Year Number of Leases Expiring Total Rentable Square Feet (2) % of Total Occupied Square Feet Total Annualized Base Rental Revenue (in thousands) % of Total Annualized Base Rental Revenue Available — 4,129,694 — $ — — Month-to-month leases 2 25,074 — % 94 — % 2025 68 6,952,923 6.2 % 36,794 5.8 % 2026 141 19,114,923 17.0 % 106,583 16.9 % 2027 135 17,651,939 15.7 % 97,438 15.5 % 2028 108 13,722,797 12.2 % 76,516 12.2 % 2029 102 16,118,441 14.3 % 90,055 14.3 % 2030 64 10,555,306 9.4 % 60,194 9.6 % 2031 57 10,124,299 9.0 % 54,153 8.6 % 2032 24 3,542,922 3.1 % 24,588 3.9 % 2033 21 3,434,154 3.1 % 19,669 3.1 % 2034 14 3,478,855 3.1 % 24,005 3.8 % Thereafter 31 7,775,798 6.9 % 39,635 6.3 % Total 767 116,627,125 100.0 % $ 629,724 100.0 % (1) Leases previously scheduled to expire in 2024, totaling approximately 8.5 million square feet, have been amended to extend their lease expiration date as of December 31, 2024. 33 Table of Contents
Lease Expiration Year (1) Number of Leases Expiring Total Rentable Square Feet % of Total Occupied Square Feet Total Annualized Base Rental Revenue (in thousands) % of Total Annualized Base Rental Revenue Available — 4,363,980 — $ — — Month-to-month leases 1 113,973 0.1 % 1,057 0.2 % 2026 86 9,356,993 8.1 % 56,786 8.2 % 2027 130 15,950,845 13.8 % 93,814 13.6 % 2028 125 15,445,232 13.4 % 89,713 13.0 % 2029 117 18,455,188 16.0 % 109,093 15.8 % 2030 105 14,895,220 12.9 % 95,229 13.8 % 2031 94 14,681,052 12.7 % 82,357 11.9 % 2032 38 7,218,929 6.2 % 42,991 6.2 % 2033 26 4,358,720 3.8 % 26,057 3.8 % 2034 15 3,534,133 3.0 % 25,142 3.7 % 2035 23 5,950,484 5.1 % 36,823 5.4 % Thereafter 20 5,649,600 4.9 % 30,422 4.4 % Total 780 119,974,349 100.0 % $ 689,484 100.0 % (1) Leases previously scheduled to expire in 2026, totaling approximately 10.5 million square feet, have been amended to extend their lease expiration date as of December 31, 2025.
Added
These leases are excluded from 2026 expirations and are reflected in the new year of expiration. 32 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+5 added−2 removed3 unchanged
Biggest changeThe average price paid reflects the average market value of shares withheld for tax purposes. 34 Table of Contents Performance Graph The following graph provides a comparison of the cumulative total return on our common stock with the cumulative total return on the Standard & Poor’s 500 Index and the MSCI US REIT Index.
Biggest changeAll other issuances of unregistered securities during the quarter ended December 31, 2025, if any, have previously been disclosed in filings with the SEC. 33 Table of Contents Performance Graph The following graph provides a comparison of the cumulative total return on our common stock with the cumulative total return on the Standard & Poor’s 500 Index and the MSCI US REIT Index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Information about our equity compensation plans and other related stockholder matters is incorporated by reference to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Information about our equity compensation plans and other related stockholder matters is incorporated by reference to our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders.
The graph covers the period from December 31, 2019 to December 31, 2024 and assumes that $100 was invested in our common stock and in each index on December 31, 2019 and that all dividends were reinvested.
The graph covers the period from December 31, 2020 to December 31, 2025 and assumes that $100 was invested in our common stock and in each index on December 31, 2020 and that all dividends were reinvested.
Market Information Our common stock is listed on the NYSE and is traded under the symbol “STAG.” Holders of Our Common Stock As of February 11, 2025, we had 71 stockholders of record. This figure does not reflect the beneficial ownership of shares held in the nominee name.
Market Information Our common stock is listed on the NYSE and is traded under the symbol “STAG.” Holders of Our Common Stock As of February 10, 2026, we had 48 stockholders of record. This figure does not reflect the beneficial ownership of shares held in the nominee name.
Dividends are declared at the discretion of our board of directors and depend on actual and anticipated cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors our board of directors may consider relevant.
Dividends are declared at the discretion of our board of directors and depend on actual and anticipated cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors our board of directors may consider relevant. In January 2026, we announced a modification to our dividend policy.
Removed
Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Equity Securities All issuances of unregistered securities during the quarter ended December 31, 2024, if any, have previously been disclosed in filings with the SEC.
Added
Beginning in 2026, ordinary dividends, if and when declared, will be declared and paid quarterly rather than monthly.
Removed
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 850 $ 39.09 — $ — November 1, 2024 - November 30, 2024 — $ — — $ — December 1, 2024 - December 31, 2024 — $ — — $ — Total/weighted average 850 $ 39.09 — $ — (1) Reflects shares surrendered to the Company for payment of tax withholdings obligations in connection with the vesting of shares of common stock issued pursuant to the 2011 Plan.
Added
Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Equity Securities During the quarter ended December 31, 2025, the Operating Partnership issued 81,733 common units upon exchange of outstanding long term incentive plan units issued pursuant to the 2011 Plan.
Added
Subject to certain restrictions, common units in the Operating Partnership may be redeemed for cash in an amount equal to the value of a share of common stock or, at our election, for a share of common stock on a one-for-one basis.
Added
During the quarter ended December 31, 2025, we issued 85,504 shares of common stock upon redemption of 85,504 common units in the Operating Partnership held by various limited partners.
Added
The issuance of such shares of common stock was either registered under the Securities Act or effected in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act and the rules and regulations promulgated thereunder.

Item 7. Management's Discussion & Analysis

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

112 edited+11 added−28 removed105 unchanged
Biggest changeThis table includes a reconciliation from our same store portfolio to our total portfolio by also providing information for the years ended December 31, 2024 and 2023 with respect to the buildings acquired and sold after January 1, 2023, Operating Portfolio buildings with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2023, Value Add Portfolio buildings, and buildings classified as held for sale. 43 Table of Contents Same Store Portfolio Acquisitions/Dispositions Other Total Portfolio Year ended December 31, Change Year ended December 31, Year ended December 31, Year ended December 31, Change 2024 2023 $ % 2024 2023 2024 2023 2024 2023 $ % Revenue Operating revenue Rental income $ 701,071 $ 670,880 $ 30,191 4.5 % $ 35,928 $ 17,391 $ 25,893 $ 16,889 $ 762,892 $ 705,160 $ 57,732 8.2 % Other income 235 246 (11) (4.5) % 244 504 4,013 1,925 4,492 2,675 1,817 67.9 % Total operating revenue 701,306 671,126 30,180 4.5 % 36,172 17,895 29,906 18,814 767,384 707,835 59,549 8.4 % Expenses Property 140,293 133,586 6,707 5.0 % 8,633 3,235 5,902 2,775 154,828 139,596 15,232 10.9 % Net operating income (1) $ 561,013 $ 537,540 $ 23,473 4.4 % $ 27,539 $ 14,660 $ 24,004 $ 16,039 612,556 568,239 44,317 7.8 % Other expenses General and administrative 49,202 47,491 1,711 3.6 % Depreciation and amortization 293,077 278,447 14,630 5.3 % Loss on impairment 4,967 — 4,967 100.0 % Other expenses 2,332 4,693 (2,361) (50.3) % Total other expenses 349,578 330,631 18,947 5.7 % Total expenses 504,406 470,227 34,179 7.3 % Other income (expense) Interest and other income 44 68 (24) (35.3) % Interest expense (113,169) (94,575) (18,594) 19.7 % Debt extinguishment and modification expenses (703) — (703) 100.0 % Gain on involuntary conversion 11,843 — 11,843 100.0 % Gain on the sales of rental property, net 32,273 54,100 (21,827) (40.3) % Total other income (expense) (69,712) (40,407) (29,305) 72.5 % Net income $ 193,266 $ 197,201 $ (3,935) (2.0) % (1) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below. 44 Table of Contents Net Income Net income for our total portfolio decreased by approximately $3.9 million or 2.0% to approximately $193.3 million for the year ended December 31, 2024 compared to approximately $197.2 million for the year ended December 31, 2023.
Biggest changeThis table includes a reconciliation from our same store portfolio to our total portfolio by also providing information for the years ended December 31, 2025 and 2024 with respect to the buildings acquired and sold after January 1, 2024, Operating Portfolio buildings with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024, Value Add Portfolio buildings, and buildings classified as held for sale. 41 Table of Contents Same Store Portfolio Acquisitions/Dispositions Other Total Portfolio Year ended December 31, Change Year ended December 31, Year ended December 31, Year ended December 31, Change 2025 2024 $ % 2025 2024 2025 2024 2025 2024 $ % Revenue Operating revenue Rental income $ 744,601 $ 710,881 $ 33,720 4.7 % $ 72,253 $ 34,205 $ 26,155 $ 17,806 $ 843,009 $ 762,892 $ 80,117 10.5 % Other income 592 223 369 165.5 % 510 244 1,073 4,025 2,175 4,492 (2,317) (51.6) % Total operating revenue 745,193 711,104 34,089 4.8 % 72,763 34,449 27,228 21,831 845,184 767,384 77,800 10.1 % Expenses Property 150,648 143,252 7,396 5.2 % 14,253 8,171 6,924 3,405 171,825 154,828 16,997 11.0 % Net operating income (1) $ 594,545 $ 567,852 $ 26,693 4.7 % $ 58,510 $ 26,278 $ 20,304 $ 18,426 673,359 612,556 60,803 9.9 % Other expenses General and administrative 51,933 49,202 2,731 5.6 % Depreciation and amortization 301,797 293,077 8,720 3.0 % Loss on impairment 888 4,967 (4,079) (82.1) % Other expenses 1,798 2,332 (534) (22.9) % Total other expenses 356,416 349,578 6,838 2.0 % Total expenses 528,241 504,406 23,835 4.7 % Other income (expense) Interest and other income 385 44 341 775.0 % Interest expense (132,160) (113,169) (18,991) 16.8 % Debt extinguishment and modification expenses (1,503) (703) (800) 113.8 % Gain on involuntary conversion 1,855 11,843 (9,988) (84.3) % Gain on the sales of rental property, net 93,750 32,273 61,477 190.5 % Total other income (expense) (37,673) (69,712) 32,039 (46.0) % Net income $ 279,270 $ 193,266 $ 86,004 44.5 % (1) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below. 42 Table of Contents Net Income Net income for our total portfolio increased by approximately $86.0 million or 44.5% to approximately $279.3 million for the year ended December 31, 2025 compared to approximately $193.3 million for the year ended December 31, 2024.
In addition to our diversified portfolio, we believe that certain characteristics of our business and capital structure should position us well in an uncertain environment, including our minimal floating rate debt exposure (taking into account our hedging activities), strong banking relationships, strong liquidity, and access to capital.
In addition to our diversified portfolio, we believe that certain characteristics of our business and capital structure should position us well in an uncertain environment, including our minimal floating rate debt exposure (taking into account our hedging activities), strong banking relationships and liquidity, and access to capital.
Rental Property and Deferred Leasing Intangibles Rental property is carried at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed as incurred. Significant renovations and betterments that extend the economic useful lives of assets are capitalized. We capitalize costs directly and indirectly related to the development, pre-development, redevelopment, or improvement of rental property.
Rental Property and Deferred Leasing Intangibles Rental property is carried at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed as incurred. Significant renovations and betterments that extend the economic useful lives of assets are capitalized. We capitalize costs directly related to the development, pre-development, redevelopment, or improvement of rental property.
Our platform is designed to (i) identify properties for acquisition that offer relative value across CBRE-EA Tier 1 industrial property 35 Table of Contents types and tenants through the principled application of our proprietary risk assessment model, (ii) provide growth through sophisticated industrial operation and an attractive opportunity set, and (iii) capitalize our business appropriately given the characteristics of our assets.
Our platform is designed to (i) identify properties for acquisition that offer relative value across CBRE-EA Tier 1 industrial property types and tenants through the principled application of our proprietary risk assessment model, (ii) provide growth through 34 Table of Contents sophisticated industrial operation and an attractive opportunity set, and (iii) capitalize our business appropriately given the characteristics of our assets.
As of December 31, 2024, we were in compliance with the applicable financial covenants. Pursuant to the terms of our unsecured debt agreements, we may not pay distributions that exceed the minimum amount required for us to qualify and maintain our status as a REIT if a default or event of default occurs and is continuing.
As of December 31, 2025, we were in compliance with the applicable financial covenants. Pursuant to the terms of our unsecured debt agreements, we may not pay distributions that exceed the minimum amount required for us to qualify and maintain our status as a REIT if a default or event of default occurs and is continuing.
(6) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $1,025.0 million of debt and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts.
(7) The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $1,025.0 million of debt and is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts.
The increase was primarily attributable to incremental operating cash flows from property acquisitions completed after December 31, 2023, and operating performance at existing properties. These increases were partially offset by the loss of cash flows from property dispositions completed after December 31, 2023 and fluctuations in working capital due to timing of payments and rental receipts.
The increase was primarily attributable to incremental operating cash flows from property acquisitions completed after December 31, 2024, and operating performance at existing properties. These increases were partially offset by the loss of cash flows from property dispositions completed after December 31, 2024 and fluctuations in working capital due to timing of payments and rental receipts.
Pursuant to the equity distribution agreements for our ATM common stock offering program, we may from time to time sell common stock through sales agents and their affiliates, including shares sold on a forward basis under forward sale agreements. The following table summarizes our ATM common stock offering program as of December 31, 2024.
Pursuant to the equity distribution agreements for our ATM common stock offering program, we may from time to time sell common stock through sales agents and their affiliates, including shares sold on a forward basis under forward sale agreements. The following table summarizes our ATM common stock offering program as of December 31, 2025.
The spread over the applicable rate for our unsecured credit facility and unsecured term loans is based on our debt rating and leverage ratio, as defined in the respective loan agreements. (2) Our unsecured credit facility has a stated interest rate of one-month Term SOFR plus a 0.10% adjustment and a spread of 0.775%.
The spread over the applicable rate for our unsecured credit facility and unsecured term loans is based on our debt rating and leverage ratio, as defined in the respective loan agreements. (2) Our unsecured credit facility has a stated interest rate of one-month Term SOFR plus a spread of 0.775%.
Using the aforementioned assumptions, we expect that, overall, the rental rates on the respective new leases will be greater than the rates under existing leases expiring during the period January 1, 2025 to December 31, 2025, thereby resulting in an increase in revenue from the same space.
Using the aforementioned assumptions, we expect that, overall, the rental rates on the respective new leases will be greater than the rates under existing leases expiring during the period January 1, 2026 to December 31, 2026, thereby resulting in an increase in revenue from the same space.
We define same store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods presented. The results for same store properties exclude termination fees, solar income, and other income adjustments. Same store properties exclude Operating Portfolio properties with expansions placed into service after January 1, 2023.
We define same store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods presented. The results for same store properties exclude termination fees, solar income, and other income adjustments. Same store properties exclude Operating Portfolio properties with expansions placed into service after January 1, 2024.
Further, our NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating NOI. 47 Table of Contents The following table summarizes a reconciliation of our NOI for the periods presented to net income, the nearest GAAP equivalent.
Further, our NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating NOI. The following table summarizes a reconciliation of our NOI for the periods presented to net income, the nearest GAAP equivalent.
Pursuant to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information.
Pursuant to Rule 3-10 of Regulation S- 49 Table of Contents X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information.
The following table summarizes our Operating Portfolio leases that commenced during the year ended December 31, 2024. Any rental concessions in such leases are accounted for on a straight-line basis over the term of the lease.
The following table summarizes our Operating Portfolio leases that commenced during the year ended December 31, 2025. Any rental concessions in such leases are accounted for on a straight-line basis over the term of the lease.
As discussed below in “Critical Accounting Policies,” we evaluate the carrying value of all tangible and intangible rental property assets and deferred leasing intangible liabilities (collectively, the “property”) held for use for possible impairment when an event or change in circumstance has occurred that indicates their 38 Table of Contents carrying value may not be recoverable.
As discussed below in “Critical Accounting Policies,” we evaluate the carrying value of all tangible and intangible rental property assets and deferred leasing intangible liabilities (collectively, the “property”) held for use for possible impairment when an event or change in circumstance has occurred that indicates their carrying value may not be recoverable.
Certain estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions, and are therefore continually evaluated based upon available information and experience. The following items require significant estimation or judgement.
Certain estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions, and are therefore continually evaluated based upon available information and experience. The following items require significant estimation or judgment.
We believe that our current balance sheet is in an adequate position at the date of this filing, despite possible volatility in the credit markets. 51 Table of Contents Our interest rate exposure on our floating rate debt is managed through the use of interest rate swaps, which fix the rate of our long term floating rate debt.
We believe that our current balance sheet is in an adequate position at the date of this filing, despite possible volatility in the credit markets. Our interest rate exposure on our floating rate debt is managed through the use of interest rate swaps, which fix the rate of our long term floating rate debt.
The value of in-place lease intangibles and tenant relationships are amortized over the remaining lease term (and expected renewal period of the 39 Table of Contents respective lease for tenant relationships) as increases to depreciation and amortization expense. The remaining lease terms are adjusted for bargain renewal options or assumed exercises of early termination options, as applicable.
The value of in-place lease intangibles and tenant relationships are amortized over the remaining lease term (and expected renewal period of the respective lease for tenant relationships) as increases to depreciation and amortization expense. The remaining lease terms are adjusted for bargain renewal options or assumed exercises of early termination options, as applicable.
Exercise of each one-year option is subject to the following conditions: (i) 50 Table of Contents absence of a default immediately before the extension and immediately after giving effect to the extension; (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date; and (iii) payment of a fee.
Exercise of each one-year option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension; (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date; and (iii) payment of a fee.
Leases that comprise approximately 5.8% of our total annualized base rental revenue will expire during the period from January 1, 2025 to December 31, 2025, excluding month-to-month leases. We assume, based upon internal renewal probability estimates, that some of our tenants will renew and others will vacate and the associated space will be re-let subject to downtime assumptions.
Leases that comprise approximately 8.2% of our total annualized base rental revenue will expire during the period from January 1, 2026 to December 31, 2026, excluding month-to-month leases. We assume, based upon internal renewal probability estimates, that some of our tenants will renew and others will vacate and the associated space will be re-let subject to downtime assumptions.
In determining operating right-of-use asset 40 Table of Contents and lease liability for our operating leases, we estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. We utilize a market-based approach to estimate the incremental borrowing rate for each individual lease.
In determining operating right-of-use asset and lease liability for our operating leases, we estimate an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. We utilize a market-based approach to estimate the incremental borrowing rate for each individual lease.
Derivatives that are not designated as hedges must be adjusted to fair value and the changes in fair value must be reflected as income or expense. We have established criteria for suitable counterparties in relation to various specific types of risk.
Derivatives that are not designated as hedges must be adjusted to fair value and the changes in fair value must be reflected as income or expense. 51 Table of Contents We have established criteria for suitable counterparties in relation to various specific types of risk.
As of December 31, 2024, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity.
As of December 31, 2025, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity.
In our modified gross leases, we are responsible for certain building related expenses during the lease term, but most of the expenses are passed through to the tenant for reimbursement to us. In our gross leases, we are responsible for all expenses related to the building and its operation during the lease term.
In our modified gross leases, we are responsible for certain building related expenses during the lease term, but most of the expenses are passed 36 Table of Contents through to the tenant for reimbursement to us. In our gross leases, we are responsible for all expenses related to the building and its operation during the lease term.
Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an 39 Table of Contents asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
When it is determined that we are the owner of the tenant improvements, rental income recognition begins when the tenant takes possession of or controls the physical use of the finished space, which is generally when our owned tenant improvements are completed.
When it is determined that we are the owner of the tenant improvements, rental income recognition begins when the tenant takes possession of or controls the physical use of the finished space, which is generally when our owned tenant improvements 40 Table of Contents are completed.
Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions. We are required to pay a facility fee on the aggregate commitment amount (currently $1.0 billion) at a rate per annum of 0.1% to 0.3%, depending on our debt rating, as defined in the 2024 Credit Agreement (as defined below).
Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions. We are required to pay a facility fee on the aggregate commitment amount (currently $1.0 billion) at a rate per annum of 0.1% to 0.3%, depending on our debt rating, as defined in the credit agreement. The facility fee is due and payable quarterly.
“Real Estate Cost Basis” means the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization. We regularly pursue new financing opportunities to ensure an appropriate balance sheet position. As a result of these dedicated efforts, we are confident in our ability to meet future debt maturities and fund acquisitions.
We define Real Estate Cost Basis as the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization. We regularly pursue new financing opportunities to ensure an appropriate balance sheet position. As a result of these dedicated efforts, we are confident in our ability to meet future debt maturities and fund acquisitions.
Additionally, there was approximately $5.3 million and $3.8 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the years ended December 31, 2024 and December 31, 2023, respectively. Total Other Expenses Total other expenses consist of general and administrative, depreciation and amortization, loss on impairment, and other expenses.
Additionally, there was approximately $4.5 million and $5.4 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the years ended December 31, 2025 and December 31, 2024, respectively. Total Other Expenses Total other expenses consist of general and administrative, depreciation and amortization, loss on impairment, and other expenses.
We may physically settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point we would receive the proceeds net of certain costs; provided, however, we may elect to cash settle or net share settle such forward sale agreements at any time through the respective scheduled maturity dates.
We may physically settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point we would receive the proceeds net of certain costs; provided, however, we may elect to cash settle or net share settle such forward sale agreements at any time through the respective scheduled maturity dates, which is typically one year from the respective trade dates.
Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.
The extension option is not subject to lender consent, assuming proper notice and satisfaction of the conditions.
As of December 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding. Common Stock We are authorized to issue up to 300,000,000 shares of common stock, par value $0.01 per share.
Equity Preferred Stock We are authorized to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2025 and December 31, 2024, there were no shares of preferred stock issued or outstanding. Common Stock We are authorized to issue up to 300,000,000 shares of common stock, par value $0.01 per share.
The aggregate undrawn nominal commitments on our unsecured credit facility and unsecured term loans as of December 31, 2024 was approximately $586.8 million, including issued letters of credit. Our actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on our debt covenant compliance.
The aggregate undrawn nominal commitments on our unsecured credit facility as of December 31, 2025 was approximately $734.8 million, including issued letters of credit. Our actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on our debt covenant compliance.
We own all of our properties and conduct substantially all of our business through our Operating Partnership, which we control and manage. As of December 31, 2024, we owned approximately 98.0% of the common units in our Operating Partnership, and our current and former executive officers, directors, senior employees and their affiliates, and other third parties owned the remaining 2.0%.
We own all of our properties and conduct substantially all of our business through our Operating Partnership, which we control and manage. As of December 31, 2025, we owned approximately 98.1% of the common units in our Operating Partnership, and our current and former executive officers, directors, senior employees and their affiliates, and other third parties owned the remaining 1.9%.
The facility fee is due and payable quarterly. (5) The initial maturity date of the Unsecured Term Loan F is March 25, 2027, or such later date which may be extended pursuant to two one-year extension options exercisable by us in our discretion upon advance written notice.
(5) The initial maturity date of our Unsecured Term Loan F is March 25, 2027, or such later date which may be extended pursuant to two one-year extension options exercisable by us in our discretion upon advance written notice.
Off-balance Sheet Arrangements As of December 31, 2024, we had letters of credit related to development projects and certain other agreements of approximately $4.2 million. As of December 31, 2024, we had no other material off-balance sheet arrangements.
Off-balance Sheet Arrangements As of December 31, 2025, we had letters of credit related to development projects and certain other agreements of approximately $3.2 million. As of December 31, 2025, we had no other material off-balance sheet arrangements.
Due to demographic/consumer trends, geopolitical uncertainty and recent legislation supporting U.S. infrastructure, we expect industrial-specific trends to support stronger long term demand, including: • the continued growth of e-commerce (as compared to the traditional retail store distribution model) and the concomitant demand by e-commerce industry participants for well-located, functional distribution space; 36 Table of Contents • the increasing attractiveness of the United States as a manufacturing and distribution location because of the size of the U.S. consumer market, an increase in overseas labor costs, policies that promote domestic and regional manufacturing onshoring and nearshoring, a desire for greater supply chain resilience and redundancy which is driving higher inventory to sales ratios and greater domestic warehouse demand over the long term (i.e. the shortening and fattening of the supply chain); and • the overall quality of the transportation infrastructure in the United States.
Alternatively, demographic/consumer trends, geopolitical uncertainty and recent legislation supporting U.S. infrastructure may accelerate trends that support stronger long term demand for industrial space, including: • the continued growth of e-commerce (as compared to the traditional retail store distribution model) and the concomitant demand by e-commerce industry participants for well-located, functional distribution space; • the increasing attractiveness of the United States as a manufacturing and distribution location because of the size of the U.S. consumer market, an increase in overseas labor costs, policies that promote domestic and regional manufacturing “onshoring and nearshoring,” a desire for greater supply chain resilience and redundancy which is driving higher inventory to sales ratios and greater domestic warehouse demand over the long term (i.e. the shortening and fattening of the supply chain); and 35 Table of Contents • the general quality of the transportation infrastructure in the United States.
As of December 31, 2024, we owned approximately 98.0% of the common units in our Operating Partnership, and our current and former executive officers, directors, senior employees and their affiliates, and third parties that contributed properties to us in exchange for common units in our Operating Partnership owned the remaining 2.0%.
As of December 31, 2025, we owned approximately 98.1% of the common units in our Operating Partnership, and our current and former executive officers, directors, senior employees and their affiliates, and third parties that contributed properties to us in exchange for common units in our Operating Partnership owned the remaining 1.9%.
This increase was due to increases in real estate tax, other, insurance, repairs and maintenance, and snow removal expenses of approximately $3.4 million, $1.3 million, $0.9 million, $0.7 million, and $0.7 million, respectively. These increases were partially offset by a reduction of utilities expense of approximately $0.3 million.
This increase was due to increases in, repairs and maintenance, real estate tax expense, snow removal expense, utility expense, and other expenses of approximately $2.6 million, $2.4 million, $1.4 million, $0.6 million, and $0.9 million, respectively. These increases were partially offset by a reduction of insurance expense of approximately $0.6 million.
We own both single- and multi-tenant properties, although the majority of our portfolio is single-tenant. As of December 31, 2024, our buildings were approximately 96.5% leased, with no single tenant accounting for more than approximately 2.9% of our total annualized base rental revenue and no single industry accounting for more than approximately 11.3% of our total annualized base rental revenue.
We own both single- and multi-tenant properties, although the majority of our portfolio is single-tenant. As of December 31, 2025, our buildings were approximately 96.4% leased, with no single tenant accounting for more than approximately 2.8% of our total annualized base rental revenue and no single industry accounting for more than approximately 11.4% of our total annualized base rental revenue.
This increase was partially offset by the reduction of base rent of approximately $5.3 million due to tenant vacancies, and a net increase in the amortization of net above market leases of approximately $0.7 million.
This increase was partially offset by the reduction of base rent of approximately $6.4 million due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.4 million.
As of December 31, 2024, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity. We recognize all derivatives on the balance sheet at fair value.
Interest Rate Risk We use interest rate swaps to fix the rate of our variable rate debt. As of December 31, 2025, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through maturity. We recognize all derivatives on the balance sheet at fair value.
Those tests involve the percentage of income that we earn from specified sources, the percentage of our assets that falls within specified categories, the diversity of our capital stock ownership and the percentage of our earnings that we distribute. As of December 31, 2024, we owned 591 buildings in 41 states with approximately 116.6 million rentable square feet.
Those tests involve the percentage of income that we earn from specified sources, the percentage of our assets that falls within specified categories, the diversity of our capital stock ownership and the percentage of our earnings that we distribute. As of December 31, 2025, we owned 601 buildings in 41 states with approximately 120.0 million rentable square feet.
Discussions of selected operating information for our same store portfolio and our total portfolio for the comparison of the years ended December 31, 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 13, 2024. 42 Table of Contents Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 The following table summarizes selected operating information for our same store portfolio and our total portfolio for the years ended December 31, 2024 and 2023 (dollars in thousands).
Discussions of selected operating information for our same store portfolio and our total portfolio for the comparison of the years ended December 31, 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 12, 2025.
While the macro-economic conditions will evolve and could result in tighter credit conditions, weakening tenant cash flows, and rising vacancy rates, we believe we will benefit on a relative basis from having a well-diversified portfolio across various markets, tenant industries, and lease terms.
While trade policies and macro-economic conditions continue to evolve and could result in tighter credit conditions, weakening tenant cash flows, and rising vacancy rates, we believe we will continue to benefit from having a well-diversified portfolio across various markets, tenant industries, and lease terms.
ATM Common Stock Offering Program Date Maximum Aggregate Offering Price (in thousands) Aggregate Common Stock Available as of December 31, 2024 (in thousands) 2022 $750 million ATM February 17, 2022 $ 750,000 $ 510,513 53 Table of Contents The following tables summarize the activity for shares sold on a forward basis (including under the ATM common stock offering program) and settled during the three months and year ended December 31, 2024.
ATM Common Stock Offering Program Date Maximum Aggregate Offering Price (in thousands) 2025 $750 million ATM February 13, 2025 $ 750,000 50 Table of Contents The following tables summarize the activity for shares sold on a forward basis (including under the ATM common stock offering program) and settled during the three months and year ended December 31, 2025.
Total Costs per square foot represent the total costs expected to be incurred on the leases that commenced during the period and do not reflect actual expenditures for the period.
Total Costs per square foot represent the total costs expected to be incurred on the leases that commenced during the period and do not reflect actual expenditures for the period. (2) Represents the total rental concessions for the entire lease term.
Year ended December 31, Reconciliation of Net Income to FFO (in thousands) 2024 2023 2022 Net income $ 193,266 $ 197,201 $ 182,234 Rental property depreciation and amortization 292,781 278,216 274,823 Loss on impairment 4,967 — 1,783 Gain on the sales of rental property, net (32,273) (54,100) (57,487) FFO $ 458,741 $ 421,317 $ 401,353 Amount allocated to restricted shares of common stock and unvested units (533) (546) (558) FFO attributable to common stockholders and unit holders $ 458,208 $ 420,771 $ 400,795 Net Operating Income We consider NOI to be an appropriate supplemental performance measure to net income (loss) because we believe it helps investors and management understand the core operations of our buildings.
Year ended December 31, Reconciliation of Net Income to FFO (in thousands) 2025 2024 2023 Net income $ 279,270 $ 193,266 $ 197,201 Rental property depreciation and amortization 301,449 292,781 278,216 Loss on impairment 888 4,967 — Gain on the sales of rental property, net (93,750) (32,273) (54,100) FFO $ 487,857 $ 458,741 $ 421,317 Amount allocated to restricted shares of common stock and unvested units (529) (533) (546) FFO attributable to common stockholders and unit holders $ 487,328 $ 458,208 $ 420,771 Net Operating Income We consider NOI to be an appropriate supplemental performance measure to net income (loss) because we believe it helps investors and management understand the core operations of our buildings.
Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have not presented summarized financial information for our Operating Partnership because the assets, liabilities, and results of operations of our Operating Partnership are not materially different than the corresponding amounts in the Company’s consolidated financial statements, and we believe the inclusion of such summarized financial information would be repetitive and would not provide incremental value to investors. 52 Table of Contents Equity Preferred Stock We are authorized to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share.
Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have not presented summarized financial information for our Operating Partnership because the assets, liabilities, and results of operations of our Operating Partnership are not materially different than the corresponding amounts in the Company’s consolidated financial statements, and we believe the inclusion of such summarized financial information would be repetitive and would not provide incremental value to investors.
Level 2 financial instruments are defined as significant other observable inputs. As of December 31, 2024, we had 21 interest rate swaps outstanding that were in an asset position of approximately $36.5 million, including any adjustment for nonperformance risk related to these agreements.
Level 2 financial instruments are defined as significant other observable inputs. As of December 31, 2025, we had 17 interest rate swaps outstanding that were in an asset position of approximately $13.5 million and four interest rate swaps outstanding that were in a liability position of approximately $1.3 million, including any adjustment for nonperformance risk related to these agreements.
On December 31, 2024, we owned 535 industrial buildings consisting of approximately 106.4 million square feet, which represents approximately 91.3% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 1.3% to 97.2% as of December 31, 2024 compared to 98.5% as of December 31, 2023.
On December 31, 2025, we owned 538 industrial buildings consisting of approximately 106.2 million square feet, which represents approximately 88.5% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 0.2% to 97.5% as of December 31, 2025 compared to 97.7% as of December 31, 2024.
This increase was also attributable to an increase in interest expense of approximately $18.6 million which was primarily attributable to the issuance of $450.0 million of unsecured notes on May 28, 2024, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements.
This was partially offset by an increase in interest expense of approximately $19.0 million which was primarily attributable to the issuance of $450.0 million of unsecured notes on May 28, 2024 and the issuance of $550.0 million of unsecured notes on June 25, 2025, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements.
Any future dividends on our common stock are declared in the sole discretion of our board of directors, subject to the distribution requirements to maintain our REIT status for federal income tax purposes, and may be reduced or stopped for any reason, including to use funds for other liquidity requirements. 49 Table of Contents Indebtedness Outstanding The following table summarizes certain information with respect to our indebtedness outstanding as of December 31, 2024.
Any future dividends on our common stock are declared in the sole discretion of our board of directors, subject to the distribution requirements to maintain our REIT status for federal income tax purposes, and may be reduced or stopped for any reason, including to use funds for other liquidity requirements.
Subsequent to January 1, 2023, we acquired 39 buildings consisting of approximately 6.7 million square feet (excluding nine buildings that were included in the Value Add Portfolio at December 31, 2024 or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2023), and sold 20 buildings consisting of approximately 3.7 million square feet.
Subsequent to January 1, 2024, we acquired 43 buildings consisting of approximately 9.4 million square feet (excluding two buildings that were included in the Value Add Portfolio at December 31, 2025 or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024), and sold 21 buildings consisting of approximately 3.8 million square feet.
Funds From Operations FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, FFO should be compared with our reported net income (loss) in accordance with GAAP, as presented in our consolidated financial statements included in this report.
Funds From Operations FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further, FFO should be compared with our reported net income (loss) in accordance with GAAP, as presented in our consolidated financial statements included in this report. 44 Table of Contents We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“Nareit”).
Additionally, general and administrative expenses increased by approximately $1.7 million primarily due to increases in compensation and other payroll costs.
Additionally, there was an increase in general and administrative expenses by approximately $2.7 million, primarily due to increases in compensation and other payroll costs.
Employee Retirement Vesting Program (the “Vesting Program”) to provide supplemental retirement benefits for eligible employees. For those employees who are retirement eligible or will become retirement eligible during the applicable vesting period under the terms of the Vesting Program, we accelerate equity-based compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively.
For those employees who are retirement eligible or will become retirement eligible during the applicable vesting period, we accelerate equity-based compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively.
The increase was primarily attributable to the acquisition rental property during the year ended December 31, 2024 of approximately $706.6 million, compared to the acquisition of rental property during the year ended December 31, 2023 of approximately $321.9 million.
The decrease was primarily attributable to the acquisition of rental property during the year ended December 31, 2025 of approximately $456.7 million, compared to the acquisition of rental property during the year ended December 31, 2024 of approximately $706.6 million.
Total same store operating expenses increased approximately $6.7 million or 5.0% to approximately $140.3 million for the year ended December 31, 2024 compared to approximately $133.6 million for the year ended December 31, 2023.
Total same store operating expenses increased approximately $7.4 million or 5.2% to approximately $150.6 million for the year ended December 31, 2025 compared to approximately $143.3 million for the year ended December 31, 2024.
Indebtedness (dollars in thousands) Principal Outstanding as of December 31, 2024 (in thousands) Interest Rate (1)(2) Maturity Date Prepayment Terms (3) Unsecured credit facility: Unsecured Credit Facility (4) $ 409,000 Term SOFR + 0.875% September 7, 2029 i Total unsecured credit facility 409,000 Unsecured term loans: Unsecured Term Loan F (5) 200,000 2.96 % March 23, 2029 i Unsecured Term Loan G 300,000 1.80 % February 5, 2026 i Unsecured Term Loan A 150,000 2.16 % March 15, 2027 i Unsecured Term Loan H 187,500 3.35 % January 25, 2028 i Unsecured Term Loan I 187,500 3.51 % January 25, 2028 i Total unsecured term loans 1,025,000 Total unamortized deferred financing fees and debt issuance costs (3,152) Total carrying value unsecured term loans, net 1,021,848 Unsecured notes: Series D Unsecured Notes 100,000 4.32 % February 20, 2025 ii Series G Unsecured Notes 75,000 4.10 % June 13, 2025 ii Series B Unsecured Notes 50,000 4.98 % July 1, 2026 ii Series C Unsecured Notes 80,000 4.42 % December 30, 2026 ii Series E Unsecured Notes 20,000 4.42 % February 20, 2027 ii Series H Unsecured Notes 100,000 4.27 % June 13, 2028 ii Series L Unsecured Notes 175,000 6.05 % May 28, 2029 ii Series M Unsecured Notes 125,000 6.17 % May 28, 2031 ii Series I Unsecured Notes 275,000 2.80 % September 29, 2031 ii Series K Unsecured Notes 400,000 4.12 % June 28, 2032 ii Series J Unsecured Notes 50,000 2.95 % September 28, 2033 ii Series N Unsecured Notes 150,000 6.30 % May 28, 2034 ii Total unsecured notes 1,600,000 Total unamortized deferred financing fees and debt issuance costs (5,908) Total carrying value unsecured notes, net 1,594,092 Mortgage note (secured debt): United of Omaha Life Insurance Company 4,322 3.71 % October 1, 2039 ii Total mortgage note 4,322 Net unamortized fair market value discount (127) Total carrying value mortgage note, net 4,195 Total / weighted average interest rate (6) $ 3,029,135 3.98 % (1) Interest rate as of December 31, 2024.
Indebtedness (dollars in thousands) Principal Outstanding as of December 31, 2025 (in thousands) Interest Rate (1)(2) Maturity Date Prepayment Terms (3) Unsecured credit facility: Unsecured Credit Facility (4) $ 262,000 Term SOFR+0.775% September 7, 2029 i Total unsecured credit facility 262,000 Unsecured term loans: Unsecured Term Loan A 150,000 2.06 % March 15, 2027 i Unsecured Term Loan H 187,500 3.25 % January 25, 2028 i Unsecured Term Loan I 187,500 3.41 % January 25, 2028 i Unsecured Term Loan F (5) 200,000 4.73 % March 23, 2029 i Unsecured Term Loan G (6) 300,000 1.70 % March 14, 2031 i Total unsecured term loans 1,025,000 Total unamortized deferred financing fees and debt issuance costs (3,659) Total carrying value unsecured term loans, net 1,021,341 Unsecured notes: Series B Unsecured Notes 50,000 4.98 % July 1, 2026 ii Series C Unsecured Notes 80,000 4.42 % December 30, 2026 ii Series E Unsecured Notes 20,000 4.42 % February 20, 2027 ii Series H Unsecured Notes 100,000 4.27 % June 13, 2028 ii Series L Unsecured Notes 175,000 6.05 % May 28, 2029 ii Series O Unsecured Notes 350,000 5.50 % June 25, 2030 ii Series M Unsecured Notes 125,000 6.17 % May 28, 2031 ii Series I Unsecured Notes 275,000 2.80 % September 29, 2031 ii Series K Unsecured Notes 400,000 4.12 % June 28, 2032 ii Series P Unsecured Notes 100,000 5.82 % June 25, 2033 ii Series J Unsecured Notes 50,000 2.95 % September 28, 2033 ii Series N Unsecured Notes 150,000 6.30 % May 28, 2034 ii Series Q Unsecured Notes 100,000 5.99 % June 25, 2035 ii Total unsecured notes 1,975,000 Total unamortized deferred financing fees and debt issuance costs (8,006) Total carrying value unsecured notes, net 1,966,994 Mortgage note (secured debt): United of Omaha Life Insurance Company 4,099 3.71 % October 1, 2039 ii Total mortgage note 4,099 Unamortized fair market value discount (119) Total carrying value mortgage note, net 3,980 Total / weighted average interest rate (7) $ 3,254,315 4.21 % (1) Interest rate as of December 31, 2025.
On September 10, 2024, we entered into the second amended and restated credit agreement for our unsecured credit facility (the “2024 Credit Agreement”) to, (i) extend the maturity date to September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by us at our discretion, subject to certain conditions, including the payment of a fee, and (ii) provide that borrowings under our unsecured credit facility will, at our election, bear interest based on a Base Rate, Adjusted Term SOFR or Adjusted Daily Simple SOFR (each as defined in the 2024 Credit Agreement), which interest rate will be increased by 0.10% for any SOFR Loan (as defined in the 2024 Credit Agreement), plus an applicable spread based on our debt rating and leverage ratio (each as defined in the 2024 Credit Agreement).
On September 15, 2025, we entered into a second amended and restated term loan agreement for our Unsecured Term Loan G to (i) extend the maturity date to March 15, 2030, or such later date which may be extended pursuant to a one-year extension option exercisable by us in our discretion upon advance written notice, subject to certain conditions, including the payment of a fee, (ii) remove the 0.10% interest rate adjustment certain loans, and (iii) provide that borrowings under the Unsecured Term Loan G will, at our election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the loan agreement), plus an applicable spread based on our debt rating and leverage ratio (each as defined in the loan agreement).
Same store rental income, which is comprised of lease income and other billings as discussed below, increased by approximately $30.2 million or 4.5% to approximately $701.1 million for the year ended December 31, 2024 compared to approximately $670.9 million for the year ended December 31, 2023.
Same store rental income, which is comprised of lease income and other billings as discussed below, increased by approximately $33.7 million or 4.7% to approximately $744.6 million for the year ended December 31, 2025 compared to approximately $710.9 million for the year ended December 31, 2024.
Other than the maturity and interest rate provisions described above, the material terms remain unchanged.
Other than the maturity date and interest rate provisions described above, the material terms of the Unsecured Term Loan G remain unchanged.
During the year ended December 31, 2024, we entered into four interest rate swaps with an aggregate notional value of $200.0 million which fix Daily SOFR at 3.98% effective January 15, 2025 and mature on March 25, 2027. As of December 31, 2024, we had approximately $1.4 billion of variable rate debt.
During the year ended December 31, 2025, we entered into four interest rate swaps with an aggregate notional value of $300.0 million which fix Daily SOFR at 3.09% effective February 5, 2026 and mature on March 15, 2030, and were designated as cash flow hedges. As of December 31, 2025, we had approximately $1.3 billion of variable rate debt.
Year ended December 31, Reconciliation of Net Income to NOI (in thousands) 2024 2023 2022 Net income $ 193,266 $ 197,201 $ 182,234 General and administrative 49,202 47,491 46,958 Depreciation and amortization 293,077 278,447 275,040 Interest and other income (44) (68) (103) Interest expense 113,169 94,575 78,018 Loss on impairment 4,967 — 1,783 Gain on involuntary conversion (11,843) — — Debt extinguishment and modification expenses 703 — 838 Other expenses 2,332 4,693 4,363 Gain on the sales of rental property, net (32,273) (54,100) (57,487) Net operating income $ 612,556 $ 568,239 $ 531,644 Cash Flows Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 The following table summarizes our cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Year ended December 31, Reconciliation of Net Income to NOI (in thousands) 2025 2024 2023 Net income $ 279,270 $ 193,266 $ 197,201 General and administrative 51,933 49,202 47,491 Depreciation and amortization 301,797 293,077 278,447 Interest and other income (385) (44) (68) Interest expense 132,160 113,169 94,575 Loss on impairment 888 4,967 — Gain on involuntary conversion (1,855) (11,843) — Debt extinguishment and modification expenses 1,503 703 — Other expenses 1,798 2,332 4,693 Gain on the sales of rental property, net (93,750) (32,273) (54,100) Net operating income $ 673,359 $ 612,556 $ 568,239 45 Table of Contents Cash Flows Comparison of the year ended December 31, 2025 to the year ended December 31, 2024 The following table summarizes our cash flows for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Same store lease income increased approximately $22.0 million or 4.0% to approximately $568.6 million for the year ended December 31, 2024 compared to approximately $546.6 million for the year ended December 31, 2023. The increase was primarily due to an increase in rental income of approximately $31.1 million from the execution of new leases and lease renewals with existing tenants.
Same store lease income increased approximately $29.7 million or 5.2% to approximately $605.0 million for the year ended December 31, 2025 compared to approximately $575.3 million for the year ended December 31, 2024. The increase was primarily due to an increase in rental income of approximately $36.5 million from the execution of new leases and lease renewals with existing tenants.
At December 31, 2024, the one-month Term SOFR was 4.33249%. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts.
At December 31, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Secured Overnight Financing Rate (“Daily SOFR”) was 3.688% and 3.870%, respectively. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts.
Outlook The industrial real estate business is affected by general macro-economic trends including recent changes in interest rates, inflation, and geopolitical tensions. These factors are key drivers of financial market volatility and raise concerns about a slowing global economy.
Outlook The industrial real estate business is affected by general macro-economic trends including recent changes in interest rates, inflation, trade policies, fiscal policy, technology (e.g., artificial intelligence), and geopolitical tensions. These factors are key drivers of financial market and economic volatility.
Net cash used in investing activities increased approximately $410.7 million to approximately $731.1 million for the year ended December 31, 2024, compared to approximately $320.3 million for the year ended December 31, 2023.
Net cash used in investing activities decreased approximately $233.8 million to approximately $497.3 million for the year ended December 31, 2025, compared to approximately $731.1 million for the year ended December 31, 2024.
In determining the fair value of the debt assumed, we discount the spread between the future contractual interest payments and hypothetical future interest payments on mortgage debt based on a current market rate. The associated fair market value debt adjustment is amortized through interest expense over the life of the debt on a basis which approximates the effective interest method.
In determining the fair value of the debt assumed, we discount the spread between the future contractual interest payments and hypothetical future interest payments on mortgage debt based on a current market rate.
Additionally, there was an increase in cash paid for additions of land and building and improvements related to development and other capital expenditures of approximately $42.6 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
These decreases were partially offset by an increase in cash paid for additions of land and building and improvements related to development and other capital expenditures of approximately $54.1 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
This increase was primarily attributable to an increase in depreciation and amortization of approximately $14.6 million due to an increase in the depreciable asset base from net acquisitions after December 31, 2023.
The increase was primarily attributable to an increase in depreciation and amortization of approximately $8.7 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after December 31, 2024.
Total other expense increased approximately $29.3 million or 72.5% to approximately $69.7 million for the year ended December 31, 2024 compared to approximately $40.4 million for the year ended December 31, 2023. This increase was primarily a result of a decrease in the gain on the sales of rental property, net of approximately $21.8 million.
Total other expense decreased approximately $32.0 million or 46.0% to approximately $37.7 million for the year ended December 31, 2025 compared to approximately $69.7 million for the year ended December 31, 2024. The decrease was primarily a result of an increase in the gain on the sales of rental property, net of approximately $61.5 million.
Should economic conditions worsen, and the values of industrial assets decline in future periods, then the assumptions and estimates we may make in future impairment analyses, and potential future measurement of impairment charges, could be sensitive and could result in a material change in the range of potential outcomes.
Should economic conditions worsen, and the values of industrial assets decline in future periods, then the assumptions and estimates we may make in future impairment analyses, and potential future measurement of impairment charges, could be sensitive and could result in a material change in the range of potential outcomes. 37 Table of Contents Critical Accounting Policies The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
Additionally there was an increase of approximately $97.8 million in proceeds from sales of common stock, net during the year ended December 31, 2024 compared to the year ended December 31, 2023.
The decrease was also attributable to an increase in proceeds from sales of rental property, net of approximately $37.8 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
We measure equity-based compensation expense based on the fair value of the awards on the grant date and recognize the expense ratably over the vesting period, and forfeitures are recognized in the period in which they occur. 41 Table of Contents On January 7, 2021, we adopted the STAG Industrial, Inc.
We measure equity-based compensation expense based on the fair value of the awards on the grant date and recognize the expense ratably over the vesting period, and forfeitures are recognized in the period in which they occur. We provide supplemental retirement benefits for eligible employees.
The initial maturity date is September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by us in our discretion upon advance written notice.
(3) Prepayment terms consist of (i) pre-payable with no penalty, and (ii) pre-payable with penalty. (4) The capacity of our unsecured credit facility is $1.0 billion. The initial maturity date is September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by us in our discretion upon advance written notice.
Total other expenses increased approximately $18.9 million or 5.7% for the year ended December 31, 2024 to approximately $349.6 million compared to approximately $330.6 million for the year ended December 31, 2023.
Total other expenses increased approximately $6.8 million or 2.0% for the year ended December 31, 2025 to approximately $356.4 million compared to approximately $349.6 million for the year ended December 31, 2024.
(3) We physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately $167.7 million.
(2) We physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately $157.4 million during the three months ended December 31, 2025.
(2) Reflects amount we received per share upon settlement of the forward sale. From a forward sale until its settlement, the net proceeds (that is, gross sales proceeds net the sales commission) increase by an interest rate factor, a portion of which is retained by the equity distribution agent.
From a forward sale until its settlement, the net proceeds (that is, gross sales proceeds net the sales commission) increase by an interest rate factor, a portion of which is retained by the equity distribution agent, and decrease by borrowing costs incurred and dividends paid on the borrowed shares underlying the forward sale.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIf interest rates increased 55 Table of Contents by 100 basis points and assuming we had an outstanding balance of $409.0 million on our unsecured credit facility for the year ended December 31, 2024, our interest expense would have increased by approximately $4.1 million for the year ended December 31, 2024.
Biggest changeIf interest rates increased by 100 basis points and assuming we had an outstanding balance of $262.0 million on our unsecured credit facility for the year ended December 31, 2025, our interest expense would have increased by approximately $2.6 million for the year ended December 31, 2025.
In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.
In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.
We have used derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings, primarily through interest rate swaps. As of December 31, 2024, we had $1.4 billion of variable rate debt.
We have used derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings, primarily through interest rate swaps. As of December 31, 2025, we had $1.3 billion of variable rate debt.
As of December 31, 2024, all of our outstanding variable rate debt, with the exception of our unsecured credit facility which had a balance of $409.0 million, was fixed with interest rate swaps through maturity.
As of December 31, 2025, all of our outstanding variable rate debt, with the exception of our unsecured credit facility which had a balance of $262.0 million, was fixed with interest rate swaps through maturity.

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