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What changed in Broadstone Net Lease, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Broadstone Net Lease, 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.

+314 added−317 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in Broadstone Net Lease, Inc.'s 2025 10-K

314 paragraphs added · 317 removed · 254 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

46 edited+14 added−11 removed70 unchanged
Biggest changeDiversification by Industry Tenant Industry # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio Restaurants 257 $ 54,839 13.9 % 1,231 3.1 % Packaged Foods & Meats 35 48,033 12.1 % 5,541 14.1 % Food Distributors 7 26,576 6.7 % 2,534 6.4 % Healthcare Facilities 48 23,990 6.1 % 852 2.2 % Auto Parts & Equipment 46 20,739 5.2 % 3,168 8.0 % Specialty Stores 36 18,594 4.7 % 1,637 4.2 % Distributors 27 17,820 4.5 % 2,757 7.0 % Home Furnishing Retail 17 12,281 3.1 % 1,692 4.3 % Specialized Consumer Services 46 12,157 3.1 % 716 1.8 % Metal & Glass Containers 8 10,696 2.7 % 2,206 5.6 % Industrial Machinery 20 9,910 2.5 % 1,949 5.0 % General Merchandise Stores 96 9,819 2.5 % 880 2.2 % Forest Products 8 9,612 2.4 % 2,284 5.8 % Healthcare Services 17 9,507 2.4 % 507 1.3 % Electronic Components 2 7,129 1.8 % 466 1.2 % Other (40 industries) 93 103,779 26.3 % 10,591 26.9 % Untenanted properties 2 — — 343 0.9 % Total 765 $ 395,481 100.0 % 39,354 100.0 % 8 Diversification by Geographic Location State/ Province # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio State/ Province # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio TX 67 $ 37,815 9.6 % 3,615 9.2 % MS 12 4,120 1.0 % 607 1.5 % MI 52 36,422 9.2 % 4,019 10.2 % LA 5 3,786 1.0 % 211 0.5 % FL 30 25,527 6.5 % 1,661 4.3 % SC 14 3,519 0.9 % 323 0.8 % CA 17 24,293 6.1 % 2,282 5.8 % NE 6 3,363 0.9 % 509 1.3 % IL 29 22,756 5.8 % 2,364 6.0 % WA 14 3,289 0.8 % 148 0.4 % WI 30 19,568 4.9 % 1,945 4.9 % IA 4 2,884 0.7 % 622 1.6 % OH 49 16,677 4.2 % 1,582 4.0 % NM 9 2,749 0.7 % 107 0.3 % MN 21 15,958 4.0 % 2,500 6.4 % UT 3 2,748 0.7 % 280 0.7 % TN 48 15,148 3.8 % 1,084 2.8 % CO 4 2,589 0.7 % 126 0.3 % IN 28 14,091 3.6 % 1,852 4.7 % MD 3 2,112 0.5 % 205 0.5 % AL 52 12,394 3.1 % 863 2.2 % CT 2 1,898 0.5 % 55 0.1 % GA 34 12,055 3.0 % 1,576 4.0 % MT 7 1,602 0.4 % 43 0.1 % NC 29 10,485 2.7 % 1,038 2.6 % DE 4 1,162 0.3 % 133 0.3 % PA 22 10,002 2.5 % 1,836 4.7 % ND 2 1,024 0.3 % 24 0.1 % KY 23 9,127 2.3 % 927 2.4 % VT 2 432 0.1 % 24 0.1 % MO 19 8,941 2.3 % 1,260 3.2 % WY 1 338 0.1 % 21 0.1 % OK 25 8,908 2.3 % 1,006 2.6 % NV 1 277 0.1 % 6 0.0 % AZ 7 8,792 2.2 % 747 1.9 % OR 1 136 0.0 % 9 0.0 % NY 24 6,724 1.7 % 514 1.3 % SD 1 81 0.0 % 9 0.0 % MA 3 6,692 1.7 % 444 1.1 % Total U.S. 758 $ 387,763 98.1 % 38,925 98.9 % AR 9 6,675 1.7 % 277 0.7 % BC 2 4,535 1.1 % 253 0.6 % KS 10 5,530 1.4 % 643 1.6 % ON 3 1,944 0.5 % 101 0.3 % WV 17 5,100 1.3 % 884 2.2 % AB 1 914 0.2 % 51 0.1 % VA 15 5,056 1.3 % 178 0.5 % MB 1 325 0.1 % 24 0.1 % NJ 3 4,918 1.2 % 366 0.9 % Total Canada 7 $ 7,718 1.9 % 429 1.1 % Grand Total 765 $ 395,481 100.0 % 39,354 100.0 % 9 Our Leases We typically lease our properties pursuant to long-term net leases with initial terms of 10 years or more that often have renewal options.
Biggest changeFlex and R&D 1 5,900 1.4 % 418 1.0 % Owens & Minor Distribution & Warehouse 2 5,785 1.3 % 523 1.3 % Red Lobster Hospitality & Red Lobster Restaurants LLC* Casual Dining 18 5,674 1.3 % 147 0.3 % Outback Steakhouse of Florida, LLC* (a) Casual Dining 22 5,636 1.3 % 140 0.3 % Academy LTD General Merchandise 8 5,600 1.3 % 535 1.3 % Krispy Kreme Doughnut Corporation Quick Service Restaurants/ Food Processing 27 5,537 1.3 % 156 0.4 % Big Tex Trailer Manufacturing, Inc.* Automotive/Distribution & Warehouse/Manufacturing/Office 17 5,260 1.2 % 1,301 3.1 % Sierra Nevada Corporation Manufacturing 3 5,094 1.2 % 159 0.4 % Total Top 20 Tenants 301 $ 147,113 34.3 % 13,650 32.8 % (a) Tenant’s properties include 20 Outback Steakhouse restaurants and two Carrabba’s Italian Grill restaurants. * Subject to a master lease. ** Includes properties leased by multiple tenants, some, not all, of which are subject to master leases. 9 Table of Contents Diversification by Industry Tenant Industry # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio Packaged Foods & Meats 39 $ 57,234 13.3 % 6,339 15.3 % Restaurants 252 55,623 13.0 % 1,196 2.9 % Food Distributors 7 28,409 6.6 % 2,534 6.1 % Specialty Stores 42 22,276 5.2 % 1,932 4.6 % Distributors 28 22,028 5.1 % 3,357 8.1 % Healthcare Facilities 42 21,572 5.0 % 748 1.8 % Auto Parts & Equipment 38 19,071 4.5 % 2,971 7.1 % Home Furnishing Retail 17 12,502 2.9 % 1,692 4.1 % General Merchandise Stores 110 11,666 2.7 % 1,035 2.5 % Specialized Consumer Services 44 11,539 2.7 % 707 1.7 % Metal & Glass Containers 8 10,933 2.6 % 2,206 5.3 % Healthcare Services 17 10,868 2.6 % 568 1.3 % Aerospace & Defense 6 10,287 2.4 % 574 1.4 % Industrial Machinery 19 9,987 2.3 % 1,901 4.6 % Forest Products 8 9,853 2.3 % 2,284 5.5 % Other (42 industries) 93 114,997 26.8 % 11,452 27.5 % Untenanted properties 1 — — 65 0.2 % Total 771 $ 428,845 100.0 % 41,561 100.0 % 10 Table of Contents Diversification by Geographic Location State / Province # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio State / Province # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio TX 69 $ 43,680 10.2 % 4,090 9.8 % MS 12 $ 4,184 1.0 % 607 1.5 % MI 51 36,973 8.6 % 4,009 9.7 % LA 5 3,837 0.9 % 211 0.5 % FL 28 25,466 5.9 % 1,549 3.7 % NE 6 3,438 0.8 % 492 1.2 % IL 29 23,334 5.4 % 2,364 5.7 % SC 13 3,404 0.8 % 304 0.7 % CA 16 22,714 5.3 % 2,215 5.3 % NJ 2 3,404 0.8 % 266 0.6 % WI 25 22,109 5.2 % 2,223 5.4 % WA 14 3,388 0.8 % 147 0.4 % OH 49 21,025 4.9 % 1,712 4.1 % IA 4 2,938 0.7 % 622 1.5 % MN 21 20,226 4.7 % 3,051 7.3 % UT 3 2,810 0.6 % 280 0.7 % PA 33 16,425 3.8 % 2,305 5.5 % NM 9 2,795 0.6 % 107 0.3 % TN 48 15,427 3.6 % 1,084 2.6 % CO 4 2,633 0.6 % 126 0.3 % IN 27 14,360 3.3 % 1,687 4.1 % MD 3 2,167 0.5 % 205 0.5 % AL 53 13,189 3.1 % 950 2.3 % CT 2 1,945 0.5 % 55 0.1 % GA 35 12,250 2.9 % 1,576 3.8 % MT 7 1,728 0.4 % 43 0.1 % NC 26 9,989 2.3 % 961 2.3 % DE 4 1,175 0.3 % 133 0.3 % KY 23 9,338 2.2 % 927 2.2 % ND 2 1,073 0.3 % 24 0.1 % MO 19 9,092 2.1 % 1,260 3.0 % VT 2 439 0.1 % 24 0.1 % WV 18 8,986 2.1 % 1,232 3.0 % WY 1 338 0.1 % 21 0.1 % AZ 7 8,956 2.1 % 747 1.8 % NV 1 282 0.1 % 6 0.0 % OK 24 8,537 2.0 % 1,001 2.4 % OR 1 136 0.0 % 9 0.0 % AR 10 7,771 1.8 % 340 0.8 % Total U.S. 764 $ 420,655 98.1 % 41,131 99.0 % NY 28 7,410 1.7 % 562 1.4 % BC 2 $ 4,777 1.1 % 253 0.6 % MA 3 6,338 1.5 % 443 1.1 % ON 3 2,084 0.5 % 101 0.2 % KS 10 5,325 1.2 % 643 1.5 % AB 1 979 0.2 % 51 0.1 % VA 15 5,095 1.2 % 178 0.4 % MB 1 350 0.1 % 25 0.1 % SD 2 4,526 1.1 % 340 0.8 % Total Canada 7 $ 8,190 1.9 % 430 1.0 % Grand Total 771 $ 428,845 100.0 % 41,561 100.0 % 11 Table of Contents Our Leases We typically lease our properties pursuant to long-term net leases with initial terms of 10 years or more that often have renewal options.
These competitors include other REITs, private and institutional real estate investors, sovereign wealth funds, banks, insurance companies, investment banking firms, lenders, specialty finance companies, and other entities. Some of these competitors, including larger REITs, have substantially greater financial resources, including lower cost of capital, than we have.
These competitors include other REITs, private and institutional real estate investors, sovereign wealth funds, banks, insurance companies, investment banking firms, lenders, specialty finance companies, and other entities. Some of these competitors, including larger REITs and institutional investors, have substantially greater financial resources, including lower cost of capital, than we have.
In contrast, we may also seek to own real estate that is fungible, located in strong markets with solid fundamentals, and are highly marketable to a broad array of potential end users to ensure long-term occupancy regardless of tenant.
In contrast, we may also seek to own real estate that is fungible, located in strong markets with solid fundamentals, and is highly marketable to a broad array of potential end users to ensure long-term occupancy regardless of tenant.
Under many of these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up or otherwise address hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, clean-up, and monitoring costs incurred by those parties in connection with the actual or threatened contamination.
Under many of these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up or otherwise address hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, clean-up, and monitoring costs incurred by 17 Table of Contents those parties in connection with the actual or threatened contamination.
We expect to achieve growth in revenues and earnings through our four core building blocks, which are (1) embedded same store net operating income growth through best-in-class portfolio rent escalations, stable rent collections, minimal credit losses, strong lease rollover outcomes, and accretive recycling, (2) revenue generating capital expenditures with existing tenants, (3) build-to-suit developments, and (4) a diversified acquisition pipeline.
We expect to achieve growth in revenues and earnings through our three core building blocks, which are (1) embedded same store net operating income growth through best-in-class portfolio rent escalations, stable rent collections, minimal credit losses, strong lease rollover outcomes, accretive recycling, and revenue generating capital expenditures with existing tenants, (2) build-to-suit developments, and (3) a diversified acquisition pipeline.
The Code of Ethics and Business Conduct Policy is available on our website, http://investors.bnl.broadstone.com, together with the charters of the Board of Director’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, as well as other corporate governance policies and documents.
The Code of Ethics and Business Conduct Policy is available on our website, http://investors.bnl.broadstone.com, together with the charters of the Board of Directors’ Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, as well as other corporate governance policies and documents.
Our employee training efforts prioritize knowledge and skill development across a variety of competencies including real estate fundamentals, cybersecurity, safety, ethics, harassment prevention, inclusive culture, and a robust management skills training series.
Our training efforts prioritize knowledge and skill development across a variety of competencies including real estate fundamentals, cybersecurity, safety, ethics, harassment prevention, inclusive culture, communication skills, and a robust management skills training series.
Item 1. B usiness The Company We are an industrial-focused, diversified net lease real estate investment trust (“REIT”) that invests in primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants.
Item 1. Business The Company We are an industrial-focused, diversified net lease real estate investment trust (“REIT”) that invests in primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants.
As of December 31, 2024, leases contributing 4.8% of our ABR provide for rent increases equal to the lesser of a stated fixed percentage or the change in CPI. As any future increase in CPI is unknowable at this time, we have not included an increase in the rent pursuant to these leases in the weighted average annual increase presented.
As of December 31, 2025, leases contributing 4.6% of our ABR provide for rent increases equal to the lesser of a stated fixed percentage or the change in CPI. As any future increase in CPI is unknowable at this time, we have not included an increase in the rent pursuant to these leases in the weighted average annual increase presented.
As of December 31, 2024, leases contributing 97.4% of our ABR provided for increases in future ABR, generally ranging from 1.5% to 3.0% annually, with an ABR weighted average annual increase equal to 2.0% of base rent. Generally, our rent escalators increase rent on specified dates by a fixed percentage.
As of December 31, 2025, leases contributing 97.6% of our ABR provided for increases in future ABR, generally ranging from 1.5% to 3.0% annually, with an ABR weighted average annual increase equal to 2.1% of base rent. Generally, our rent escalators increase rent on specified dates by a fixed percentage.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K under the heading Non-GAAP Measures , which includes discussion of the definition, purpose, and use of these non-GAAP measures as well as a reconciliation of each to the most comparable GAAP measure. 5 Our Real Estate Investment Portfolio The following charts summarize our portfolio diversification by property type, tenant, brand, industry, and geographic location as of December 31, 2024.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K under the heading Non-GAAP Measures , which includes discussion of the definition, purpose, and use of these non-GAAP measures as well as a reconciliation of each to the most comparable GAAP measure. 6 Table of Contents Our Real Estate Investment Portfolio The following charts summarize our portfolio diversification by property type, tenant, brand, industry, and geographic location as of December 31, 2025.
To further support our employee development efforts, we employ various talent management strategies including an annual succession planning program and the facilitation of both a mid-year and formal year-end performance conversation process.
To further support our employee development efforts, we employ various talent management strategies including an annual succession planning program and the facilitation of both a mid-year and formal year-end goal review and performance feedback process.
It also may result in higher prices, lower yields, and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms. 13 Human Capital As of December 31, 2024, we employed 73 full-time employees, comprised of talented professionals engaged in origination, underwriting, closing, accounting and financial reporting, property and asset management, capital markets, and other corporate activities essential to our business.
It also may result in higher prices, lower yields, and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms. 15 Table of Contents Human Capital As of December 31, 2025, we employed 62 full-time employees, comprised of talented professionals engaged in origination, underwriting, closing, accounting and financial reporting, property and asset management, capital markets, and other corporate activities essential to our business.
As of December 31, 2024, our portfolio comprised approximately 39.4 million rentable square feet of operational space, was highly diversified based on property type, geography, tenant, and industry, and was cross-diversified within each ( e.g., property-type diversification within a geographic concentration): • Property Type : We are primarily diversified across industrial and retail property types.
As of December 31, 2025, our portfolio was comprised of approximately 41.6 million rentable square feet of operational space, was highly diversified based on property type, geography, tenant, and industry, and was cross-diversified within each ( e.g., property-type diversification within a geographic concentration): • Property Type : We are primarily diversified across industrial and retail property types.
Stockholders should direct such requests in writing to Investor Relations Department, Broadstone Net Lease, Inc., 207 High Point Drive, Suite 300, Victor, New York 14564. Investors may also call (585) 287-6500. 17
Stockholders should direct such requests in writing to Investor Relations Department, Broadstone Net Lease, Inc., 207 High Point Drive, Suite 300, Victor, New York 14564. Investors may also call (585) 287-6500. 19 Table of Contents
Within these sectors, we have meaningful concentrations in manufacturing, distribution and warehouse, food processing, general merchandise, casual dining, and quick service restaurants. • Geographic Diversification : Our properties are located in 44 U.S. states and four Canadian provinces, with no single geographic concentration exceeding 9.6% of our ABR. • Tenant and Industry Diversification : Our properties are occupied by 202 different commercial tenants who operate 190 distinct brands that are diversified across 55 varying industries, with no single tenant accounting for more than 4.1% of our ABR. • Strong In-Place Leases with Significant Remaining Lease Term .
Within these sectors, we have meaningful concentrations in distribution and warehouse, manufacturing, food processing, general merchandise, quick service restaurants, and casual dining. • Geographic Diversification : Our properties are located in 44 U.S. states and four Canadian provinces, with no single geographic concentration exceeding 10.2% of our ABR. • Tenant and Industry Diversification : Our properties are occupied by 206 different commercial tenants who operate 197 distinct brands that are diversified across 57 varying industries, with no single tenant accounting for more than 3.9% of our ABR. • Strong In-Place Leases with Significant Remaining Lease Term .
Because substantially all of our properties are leased under long-term leases, we are not currently required to perform significant ongoing leasing activities on our properties. As of December 31, 2024, the ABR weighted average remaining term of our leases was approximately 10.2 years.
Because substantially all of our properties are leased under long-term leases, we are not currently required to perform significant ongoing leasing activities on our properties. As of December 31, 2025, the ABR weighted average remaining term of our leases was approximately 9.6 years.
Material environmental conditions may have arisen after the review was completed or may arise in the future, and future laws, ordinances, or regulations may impose material additional environmental liability.
Material environmental conditions may have arisen after the review was completed or may arise in the future, and future laws, ordinances, or regulations may impose material additional 18 Table of Contents environmental liability.
In order to qualify as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain.
We intend to continue to be organized and operate in such a manner. In order to qualify as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain.
As of December 31, 2024, our portfolio was approximately 99.1% leased with an ABR weighted average remaining lease term of approximately 10.2 years, excluding renewal options. • Standard Contractual Base Rent Escalation . Approximately 97.4% of our leases have contractual rent escalations, with an ABR weighted average increase of 2.0%. • Extensive Tenant Financial Reporting .
As of December 31, 2025, our portfolio was approximately 99.8% leased with an ABR weighted average remaining lease term of approximately 9.6 years, excluding renewal options. • Standard Contractual Base Rent Escalation . Approximately 97.6% of our leases have contractual rent escalations, with an ABR weighted average increase of 2.1%. • Extensive Tenant Financial Reporting .
These portfolio statistics exclude transitional capital investments. The percentages below are calculated based on our ABR of $395.5 million as of December 31, 2024.
These portfolio statistics exclude transitional capital investments. The percentages below are calculated based on our ABR of $428.8 million as of December 31, 2025.
As of December 31, 2024, our portfolio includes 765 properties, with 758 properties located in 44 U.S. states and seven properties located in four Canadian provinces.
As of December 31, 2025, our portfolio includes 771 properties, with 764 properties located in 44 U.S. states and seven properties located in four Canadian provinces.
These include: competitive compensation programs including performance-based bonuses and equity programs for all, employee benefits (with 100% employer-paid healthcare options), 401(k) with employer match and immediate vesting, generous paid time off programs with an annual corporate shutdown week, paid caregiver leave, employer-paid legal services, access to an employee assistance program, several company-paid and supplemental insurance programs, fringe benefits to make both the Broadstone and home office environments more comfortable including flexibility in work locations and schedules, and access to other health and wellness events and resources. • Employee Development and Engagement – Our diverse backgrounds and experiences help drive our performance and contribute to our company’s growth.
These include: competitive compensation programs including performance-based bonuses and equity programs for all, healthcare coverages (with 100% employer-paid options), 401(k) with employer match and immediate vesting, generous paid time off programs with an annual corporate shutdown week, paid parental leave, employer-paid legal services, access to an employee assistance program, several company-paid and supplemental insurance programs, fringe benefits to make both the Broadstone and home office environments more comfortable including a hybrid work schedule, and access to other health and wellness events and resources. • Employee Development and Engagement – We believe our unique backgrounds, skills, and experiences are key drivers of performance and contribute to our company’s growth.
Lease Escalation Frequency % of ABR Weighted Average Annual Increase (a) Annually 79.5 % 2.1 % Every 2 years 0.1 % 1.8 % Every 3 years 2.2 % 2.9 % Every 4 years 1.0 % 2.4 % Every 5 years 8.1 % 1.6 % Every 6 years 0.1 % 1.7 % Other escalation frequencies 6.4 % 1.5 % Flat (b) 2.6 % — Total/ABR Weighted Average 100.0 % 2.0 % (a) Represents the ABR weighted average annual increase of the entire portfolio as if all escalations occurred annually.
Additional information on lease escalation frequency and weighted average annual escalation rates as of December 31, 2025 is displayed below: Lease Escalation Frequency % of ABR Weighted Average Annual Increase (a) Annually 80.2 % 2.2 % Every 2 years 0.1 % 1.8 % Every 3 years 2.2 % 2.9 % Every 4 years 1.0 % 2.4 % Every 5 years 8.2 % 1.5 % Every 6 years 0.1 % 1.7 % Other escalation frequencies 5.8 % 1.5 % Flat (b) 2.4 % — % Total/ABR Weighted Average 100.0 % 2.1 % (a) Represents the ABR weighted average annual increase of the entire portfolio as if all escalations occurred annually.
Distribution & Warehouse 1 13,680 3.5 % 1,016 2.6 % AHF, LLC * Distribution & Warehouse/Manufacturing 8 9,612 2.4 % 2,284 5.8 % Joseph T.
Distribution & Warehouse 1 14,746 3.4 % 1,016 2.5 % AHF, LLC* Distribution & Warehouse/Manufacturing 8 9,853 2.3 % 2,284 5.5 % Joseph T.
Approximately 94.2% of our tenants, based on ABR, provide financial reporting, of which 85.6% are required to provide us with specified financial information on a periodic basis, and an additional 8.6% of our tenants report financial statements publicly, either through SEC filings or otherwise. 4 2024 Highlights Operating Highlights • Invested $404.8 million, including $234.3 million in new property acquisitions, $115.3 million in five build-to-suit developments, $52.2 million in transitional capital, and $3.0 million in revenue generating capital expenditures in one existing property.
Approximately 95.4% of our tenants, based on ABR, provide financial reporting, of which 81.6% are required to provide us with specified financial information on a periodic basis, and an additional 13.8% of our tenants report financial statements publicly, either through SEC filings or otherwise. 5 Table of Contents 2025 Highlights Operating Highlights • Invested $748.4 million, including $429.9 million in new property acquisitions, $209.3 million build-to-suit developments, $100.8 million in transitional capital, and $8.3 million in revenue generating capital expenditures.
We employ numerous strategies and initiatives focused on nurturing the physical, mental, and financial well-being of our employees and their dependents.
As part of the commitment to our employees, we are focused on the following initiatives: • Employee Total Rewards and Wellness – We employ numerous strategies and initiatives focused on nurturing the physical, mental, and financial well-being of our employees and their dependents.
We strive to foster transparent communication and open dialogue between our senior leaders and our employee base through various social and appreciation events designed to strengthen employee connection and belonging in our workplace, knowing we can accomplish more and do our best when we work together. • Community Engagement – We are dedicated to contributing positively to the communities in which we operate and do so through various corporate giving and philanthropic endeavors.
We prioritize transparent communication and open dialogue between our senior leaders and employee base through regular engagement, social and appreciation events designed to strengthen connection and belonging in our workplace, knowing we can accomplish more and do our best when we work together. • Community Engagement – We are committed to making a positive impact in the communities in which we operate through corporate philanthropy, employee volunteerism, and community partnerships.
The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral, and may adversely impact our investment in that property. 15 Some of our properties contain, have contained, or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances.
The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral, and may adversely impact our investment in that property.
Compliance with existing and new laws and regulations may require us or our tenants to spend funds to remedy environmental problems.
Compliance with existing and new laws and regulations may require us or our tenants to spend funds to remedy environmental problems. If we or our tenants were to become subject to significant environmental liabilities, we could be materially and adversely affected.
As of December 31, 2024, master leases contributed 69.1% of the ABR associated with multi-site tenants (394 of 656 properties), and 41.4% of our overall ABR (394 of our 765 properties). As of December 31, 2024, approximately 99.1% of our portfolio, representing all but two of our properties, was subject to a lease.
As of December 31, 2025, master leases contributed 64.9% of the ABR associated with multi-site tenants (379 of 658 properties), and 38.6% of our overall ABR (379 of our 771 properties). As of December 31, 2025, approximately 99.8% of our portfolio, representing all but one of our properties, was subject to a lease.
As a result, we updated our core property types to industrial, retail, and other to align with the composition of our remaining portfolio. • Maintained strong occupancy levels throughout the year, ending with 99.1%. • Collected 99.1% of base rents due during the year for all properties under lease. • Generated net income of $169.0 million or $0.86 per diluted share. • Generated funds from operations (“FFO”) of $300.7 million or $1.52 per diluted share. • Generated core funds from operations (“Core FFO”) of $295.5 million or $1.50 per diluted share. • Generated adjusted funds from operations (“AFFO”) of $282.0 million or $1.43 per diluted share, representing a 1.4% increase compared to 2023. • Ended the year with total outstanding debt and Net Debt of $1.9 billion, Pro Forma Net Debt of $1.9 billion, a Net Debt to Annualized Adjusted EBITDAre ratio (“Leverage Ratio”) of 5.0x, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 4.9x.
In conjunction with this offering, we terminated $335.0 million in existing interest rate swaps to realign our notional swap value with our floating rate exposure as a result of our public bond offering. • Maintained strong occupancy levels throughout the year, ending with 99.8%. • Collected 99.8% of base rents due during the year for all properties under lease. • Generated net income of $99.4 million or $0.50 per diluted share. • Generated funds from operations (“FFO”) of $290.3 million or $1.46 per diluted share. • Generated core funds from operations (“Core FFO”) of $300.5 million or $1.51 per diluted share. • Generated adjusted funds from operations (“AFFO”) of $296.3 million or $1.49 per diluted share, representing a 4.2% increase compared to 2024. • Ended the year with total outstanding debt and Net Debt of $2.5 billion, Pro Forma Net Debt of $2.5 billion, a Net Debt to Annualized Adjusted EBITDAre ratio (“Leverage Ratio”) of 6.0x, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 5.8x.
Ryerson & Son, Inc Distribution & Warehouse 11 7,897 2.0 % 1,599 4.1 % Jack’s Family Restaurants LP * Quick Service Restaurants 43 7,605 1.9 % 147 0.4 % Tractor Supply Company General Merchandise 23 6,449 1.6 % 462 1.2 % J. Alexander’s, LLC * Casual Dining 16 6,300 1.6 % 131 0.3 % Axcelis Technologies, Inc.
Ryerson & Son, Inc Distribution & Warehouse 11 8,116 1.9 % 1,599 3.8 % Dollar General Corporation General Merchandise 74 7,835 1.8 % 717 1.7 % Jack’s Family Restaurants LP* Quick Service Restaurants 43 7,757 1.8 % 147 0.4 % Tractor Supply Company General Merchandise 23 6,525 1.5 % 462 1.1 % J.
We believe that as of such date we have been organized and have operated in a manner to qualify for taxation as a REIT for U.S. federal income tax purposes. We intend to continue to be organized and operate in such a manner.
Tax Regulation We elected to be taxed as a REIT under the Internal Revenue Code of 1986, (as amended, the “Code”) beginning with our taxable year ended December 31, 2008. We believe that as of such date we have been organized and have operated in a manner to qualify for taxation as a REIT for U.S. federal income tax purposes.
Insurance Our tenants are generally required to maintain liability and property insurance coverage for the properties they lease from us pursuant to net leases.
Principal Executive Offices Our principal executive offices are located at 207 High Point Drive, Suite 300, Victor, New York 14564, and our telephone number is (585) 287-6500. Insurance Our tenants are generally required to maintain liability and property insurance coverage for the properties they lease from us pursuant to net leases.
We strive to provide our employees with a work environment that is free from discrimination and harassment, that respects and honors their differences and unique life experiences, and that enables employees the opportunity to develop and excel in their roles and reach their full potential.
We seek to cultivate an inclusive, collaborative, and high-performance culture that allows us to attract, engage, and develop top talent to manage our business. We strive to provide a work environment that is free from discrimination and harassment, that respects and values unique perspectives and life experiences, and that enables employees to develop and excel in their roles.
Our escalations provide us with a source of organic revenue growth and a measure of inflation protection. Additional information on lease escalation frequency and weighted average annual escalation rates as of December 31, 2024 is displayed below.
Our escalations provide us with a source of organic revenue growth and a measure of inflation protection.
(d) Includes leases that have been executed but rent has not yet commenced. 12 Investment Guidelines We seek to acquire, finance, and develop primarily freestanding, single-tenant commercial real estate properties located in the United States that are under lease and fully occupied at the time of acquisition or development completion.
Agreements contain two one-year extension options subject to a 0.25% fee for the first option, and a 0.50% fee for the second option, and the right to transfer or sell our preferred equity at any time. 14 Table of Contents Investment Guidelines We seek to acquire, finance, and develop primarily freestanding, single-tenant commercial real estate properties located in the United States that are under lease and fully occupied at the time of acquisition or development completion.
The new property acquisitions and revenue generating capital expenditures had a weighted average initial cash capitalization rate of 7.3%, weighted average remaining lease term of 10.8 years, weighted average annual rent increase of 2.4%, and a weighted average straight-line yield of 8.1%. • Substantially completed our clinical healthcare simplification strategy by selling 58 properties at a weighted average cash capitalization rate of 7.8%, for gross proceeds of $364.0 million.
The new property acquisitions and revenue generating capital expenditures had a weighted average initial cash capitalization rate of 7.0%, weighted average remaining lease term of 14.2 years, weighted average annual rent increase of 2.6%, and a weighted average straight-line yield of 8.4%. • Sold, on a forward basis, 621,487 shares of our common stock at a weighted average price per share of $18.33 for estimated net proceeds of approximately $11.0 million under our at-the-market common equity offering (“ATM Program”), none of which has settled.
(b) Represents stated yield with unpaid amounts accruing with preferential payment. (c) Agreement contains two one-year extension options subject to a 0.50% extension fee. Repayment at end of term subject to a $3.5 million repayment fee.
(c) Agreement includes an additional $7.8 million commitment of preferred capital at our sole discretion. The remaining commitment at December 31, 2025 is $7.1 million. Agreement contains two one-year extension options subject to a 0.50% extension fee. Repayment at end of term subject to a $3.5 million repayment fee.
Diversification by Property Type 6 Property Type # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio Industrial Manufacturing 80 $ 69,835 17.7 % 12,319 31.3 % Distribution & Warehouse 49 69,247 17.5 % 10,446 26.6 % Food Processing 34 49,613 12.5 % 5,736 14.6 % Flex and R&D 10 22,088 5.6 % 1,606 4.1 % Industrial Services 29 14,880 3.8 % 725 1.8 % Cold Storage 3 10,046 2.5 % 723 1.8 % In-process Developments 3 — — — — Untenanted 2 — — 343 0.9 % Industrial Total 210 235,709 59.6 % 31,898 81.1 % Retail General Merchandise 138 29,427 7.4 % 2,196 5.6 % Casual Dining 102 27,381 6.9 % 674 1.7 % Quick Service Restaurants 151 26,617 6.7 % 514 1.3 % Automotive 65 12,069 3.1 % 764 1.9 % Animal Services 27 11,326 2.9 % 419 1.1 % Home Furnishings 13 7,386 1.9 % 797 2.0 % Healthcare Services 18 6,014 1.5 % 220 0.6 % Education 5 3,246 0.8 % 128 0.3 % In-process Developments 1 — — — — Retail Total 520 123,466 31.2 % 5,712 14.5 % Other Office 14 23,642 6.0 % 1,311 3.3 % Clinical & Surgical 21 12,664 3.2 % 433 1.1 % Other Total 35 36,306 9.2 % 1,744 4.4 % Total 765 $ 395,481 100.0 % 39,354 100.0 % 7 Diversification by Tenant Tenant Property Type # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio Roskam Baking Company, LLC * Food Processing 7 $ 16,236 4.1 % 2,250 5.7 % United Natural Foods, Inc.
Diversification by Property Type 7 Table of Contents Property Type # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio Industrial Distribution & Warehouse 53 $ 86,341 20.1 % 12,058 29.0 % Manufacturing 81 80,171 18.7 % 12,843 30.9 % Food Processing 36 54,363 12.7 % 6,050 14.5 % Flex and R&D 8 19,069 4.4 % 1,394 3.4 % Industrial Services 21 13,093 3.1 % 529 1.3 % Cold Storage 4 12,441 2.9 % 874 2.1 % In-Process Development 5 — — — — Untenanted — — — 55 0.1 % Industrial Total 208 265,478 61.9 % 33,803 81.3 % Retail General Merchandise 156 34,884 8.1 % 2,645 6.4 % Quick Service Restaurants 154 27,846 6.5 % 516 1.3 % Casual Dining 95 26,934 6.3 % 637 1.5 % Animal Services 27 11,605 2.7 % 421 1.0 % Automotive 63 11,413 2.7 % 755 1.8 % Home Furnishings 13 7,510 1.7 % 797 1.9 % Healthcare Services 18 6,094 1.4 % 220 0.5 % Education 4 2,952 0.7 % 119 0.3 % In-Process Development 3 — — — — Untenanted 1 — — 10 — Retail Total 534 129,238 30.1 % 6,120 14.7 % Other Office 14 24,162 5.7 % 1,311 3.2 % Clinical & Surgical 15 9,967 2.3 % 327 0.8 % Other Total 29 34,129 8.0 % 1,638 4.0 % Total 771 $ 428,845 100.0 % 41,561 100.0 % 8 Table of Contents Diversification by Tenant Tenant Property Type # of Properties ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio Roskam Baking Company, LLC* Food Processing 7 $ 16,560 3.9 % 2,250 5.4 % United Natural Foods, Inc.
(b) Generally associated with investment grade retail tenants. 11 The escalation provisions of our leases (by percentage of ABR) as of December 31, 2024, are displayed in the following chart: If requested by a tenant, we may, subject to the tenant’s history, creditworthiness, and other relevant considerations, agree to reimburse the tenant for property expansion or improvement costs, 100% of which it leases from us.
(b) Generally associated with investment grade retail tenants. 13 Table of Contents The escalation provisions of our leases (by percentage of ABR) as of December 31, 2025, are displayed in the following chart: Transitional Capital We may, from time to time, invest in transitional capital opportunities, including preferred equity interests and real estate lending opportunities.
Approximately 3% of the properties in our portfolio are subject to leases without at least one renewal option. The following chart sets forth our lease expirations based upon the terms of the leases in place as of December 31, 2024. 10 The following table presents certain information based on lease expirations by year.
Approximately 2% of the properties in our portfolio are subject to leases without at least one renewal option.
Year # of Properties # of Leases ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio 2025 15 16 $ 4,680 1.2 % 251 0.6 % 2026 23 24 11,793 3.0 % 915 2.3 % 2027 28 30 25,762 6.5 % 2,257 5.7 % 2028 29 28 19,824 5.0 % 1,793 4.6 % 2029 61 36 18,519 4.7 % 2,596 6.6 % 2030 88 53 48,477 12.3 % 4,777 12.1 % 2031 31 26 8,181 2.1 % 835 2.1 % 2032 61 46 32,450 8.2 % 3,479 8.8 % 2033 49 23 18,949 4.8 % 1,409 3.6 % 2034 38 27 14,253 3.6 % 1,245 3.2 % 2035 20 16 15,184 3.8 % 2,116 5.4 % 2036 89 23 29,729 7.5 % 2,877 7.3 % 2037 26 12 23,883 6.0 % 1,870 4.8 % 2038 39 35 13,972 3.5 % 1,226 3.1 % 2039 11 7 21,208 5.4 % 1,758 4.5 % 2040 31 5 5,987 1.5 % 312 0.8 % 2041 39 8 16,919 4.3 % 1,367 3.5 % 2042 58 13 44,037 11.1 % 4,803 12.2 % 2043 12 5 11,014 2.8 % 796 2.0 % 2044 2 2 910 0.2 % 44 0.1 % Thereafter 9 2 9,750 2.5 % 2,285 5.8 % Total leased properties 759 437 395,481 100.0 % 39,011 99.1 % In-process developments 4 4 — — — — Untenanted properties 2 2 — — 343 0.9 % Total properties 765 443 $ 395,481 100.0 % 39,354 100.0 % Substantially all of our leases provide for periodic contractual rent escalations.
The following chart sets forth our lease expirations based upon the terms of the leases in place as of December 31, 2025. 12 Table of Contents The following table presents certain information based on lease expirations by year: Expiration Year # of Properties # of Leases ABR (’000s) ABR as a % of Total Portfolio Square Feet (’000s) SF as a % of Total Portfolio 2026 21 22 $ 13,978 3.3 % 1,306 3.1 % 2027 28 29 26,072 6.1 % 2,248 5.4 % 2028 28 28 20,167 4.6 % 1,793 4.3 % 2029 60 35 18,558 4.4 % 2,587 6.2 % 2030 98 61 48,407 11.3 % 4,279 10.3 % 2031 34 29 8,964 2.1 % 872 2.1 % 2032 61 46 33,047 7.7 % 3,481 8.4 % 2033 50 24 19,888 4.6 % 1,495 3.6 % 2034 38 27 14,666 3.4 % 1,245 3.0 % 2035 22 17 16,853 3.9 % 2,219 5.3 % 2036 89 24 33,112 7.7 % 3,274 7.9 % 2037 23 13 29,601 7.0 % 2,786 6.7 % 2038 39 38 13,330 3.1 % 1,255 3.0 % 2039 21 17 23,886 5.5 % 1,869 4.5 % 2040 33 13 17,591 4.1 % 927 2.2 % 2041 40 9 18,147 4.2 % 1,453 3.5 % 2042 58 13 45,558 10.7 % 4,803 11.6 % 2043 3 2 8,050 1.9 % 517 1.2 % 2044 3 3 1,660 0.4 % 103 0.2 % 2045 4 3 7,320 1.7 % 698 1.7 % Thereafter 9 2 9,990 2.3 % 2,286 5.6 % Total leased properties 762 455 428,845 100.0 % 41,496 99.8 % In-process developments 8 9 — — — — Untenanted properties 1 — — — 65 0.2 % Total properties 771 464 $ 428,845 100.0 % 41,561 100.0 % Substantially all of our leases provide for periodic contractual rent escalations.
Our community engagement efforts are supported by a committee that is responsible for engaging with community organizations, planning and organizing various opportunities for employees to make a difference through volunteer giving and service, and facilitating corporate donation and fundraising drives.
Our community engagement efforts are supported by a committee responsible for identifying service opportunities, managing charitable initiatives, and organizing employee participation in these activities. Our programs include fundraising campaigns, donation drives, and support for nonprofit organizations focused on a range of causes.
The following table presents our transitional capital investments at December 31, 2024: December 31, 2024 Transitional Capital: Type Preferred Equity Investment (’000s) (a) $ 52,200 Stabilized cash capitalization rate (b) 8.0 % Annualized initial cash NOI yield 7.6 % Remaining term (years) (c) 2.5 Property type Retail Center Underlying property metrics Number of retail spaces 28 Rentable square footage (“SF”) (’000s) 332 Weighted average remaining lease term (years) 4.0 Occupancy rate (based on SF) (d) 98.7 % Quarterly rent collection 90.7 % (a) Agreement includes commitment to fund up to an additional $7.8 million of preferred capital.
Such investments are intended to be shorter in duration, offering an alternative source of financing. The following table presents our transitional capital investments at December 31, 2025: Property (a) Investment (’000s) Stabilized Cash Capitalization Rate (b) Annualized Initial Cash NOI Yield Remaining Initial Term (Years) Sunset Hills Retail Center - St.
Removed
Flex and R&D 1 6,263 1.6 % 417 1.1 % Nestle’ Dreyer's Ice Cream Company Cold Storage 2 6,219 1.6 % 503 1.3 % Salm Partners, LLC * Food Processing 2 6,170 1.6 % 427 1.0 % Total Top 10 Tenants 114 86,431 21.9 % 9,236 23.5 % Hensley & Company * Distribution & Warehouse 3 6,109 1.5 % 577 1.5 % Dollar General Corporation General Merchandise 60 5,992 1.5 % 562 1.4 % BluePearl Holdings, LLC ** Animal Services 13 5,846 1.5 % 159 0.4 % Red Lobster Hospitality & Red Lobster Restaurants LLC * Casual Dining 18 5,563 1.4 % 147 0.4 % Outback Steakhouse of Florida LLC * (a) Casual Dining 22 5,544 1.4 % 140 0.4 % Krispy Kreme Doughnut Corporation Quick Service Restaurants/ Food Processing 27 5,538 1.4 % 156 0.4 % Big Tex Trailer Manufacturing Inc. * Automotive/Distribution & Warehouse/Manufacturing/Office 17 5,157 1.3 % 1,302 3.3 % Arkansas Surgical Hospital, LLC Clinical & Surgical 1 4,702 1.2 % 129 0.3 % Carvana, LLC * Industrial Services 2 4,672 1.2 % 230 0.6 % Jelly Belly Candy Company Distribution & Warehouse/Food Processing/General Merchandise 5 4,648 1.2 % 575 1.4 % Total Top 20 Tenants 282 $ 140,202 35.5 % 13,213 33.6 % (a) Tenant’s properties include 20 Outback Steakhouse restaurants and two Carrabba’s Italian Grill restaurants. * Subject to a master lease. ** Includes properties leased by multiple tenants, some, not all, of which are subject to master leases.
Added
These sales may be settled, at our discretion, at any time prior to December 2026.
Removed
In exchange for such reimbursement, we generally receive contractually specified rent that increases proportionally with our funding, which typically allows us to achieve a consistent cash yield on our funding throughout improvement.
Added
Additionally, the Company settled 2,187,700 shares under existing forward sale agreements and received net proceeds of approximately $38.4 million. • Extended the maturity date of our $1.0 billion revolving credit facility from March 2026 to March 2029 and entered into a $500.0 million unsecured term loan expiring March 2028, of which $400.0 million was used to repay an existing term loan scheduled to mature in 2026. • Completed a public offering of $350.0 million 5.000% senior unsecured notes due in 2032, issued at 99.151% of the principal amount.
Removed
Transitional Capital In addition to investing in new property acquisitions, revenue generating capital expenditures, and build-to-suit developments, we may, from time to time, invest in transitional capital opportunities, including preferred equity interests and real estate lending opportunities. Such investments are intended to be shorter in duration, offering an alternative source of financing.
Added
The proceeds were used to repay borrowings on the unsecured revolving credit facility, to fund investments in real estate, and for general corporate purposes.
Removed
At Broadstone, we are as passionate about our people as we are about real estate. The commitment to our employees is central to our ability to continue to deliver strong performance and financial results for our stockholders and other stakeholders.
Added
Alexander’s Tractor Supply Company’s, LLC* Casual Dining 16 6,395 1.5 % 131 0.3 % Nestle’ Dreyer’s Ice Cream Company Cold Storage/Food Processing 2 6,329 1.5 % 503 1.2 % Salm Partners, LLC* Food Processing 2 6,276 1.5 % 426 1.0 % Total Top 10 Tenants 187 90,392 21.1 % 9,535 22.9 % Hensley & Company* Distribution & Warehouse 3 6,231 1.5 % 577 1.4 % BluePearl Holdings, LLC** Animal Services 13 6,004 1.4 % 159 0.4 % Axcelis Technologies, Inc.
Removed
We seek to create an inclusive and dynamic culture for our employees, which allows us to attract, engage, and develop top talent to manage our business.
Added
Louis, MO (c) (d) $ 52,915 8.0 % 7.6 % 1.5 Project Triboro Industrial Park - Olyphant, PA (e) 100,059 7.8 % — % 2.8 (a) Each of the Company's transitional capital investments at December 31, 2025 are in the form of preferred equity. (b) Represents stated yield with unpaid amounts accruing with preferential payment.
Removed
We seek to provide a collaborative, creative workplace where people with unique talents can flourish, where their opinions are valued, and where their contributions are rewarded.
Added
(d) Underlying property metrics at December 31, 2025: 28 retail spaces, 0.3 million rentable square feet, 6.0 years of weighted average remaining lease term, 98.3% occupancy rate (based on square feet and including leases that have been executed but rent has not yet commenced), and 99.4% rent collection (on a quarterly basis).
Removed
As part of our commitment to our employees, we are focused on the following initiatives: • Employee Total Rewards and Wellness – We actively listen to, care for, and serve the needs of our employees, recognizing that they are our most valuable assets. To support their overall health, wellness, and engagement, we prioritize meaningful investments in their well-being.
Added
(e) This investment represents preferred equity in four consolidated joint ventures that have acquired land designated for industrial build-to-suit development.
Removed
A segment of our corporate giving initiative also includes financial contributions and other support to external organizations focused on a range of missions that support and advocate for underserved populations within our communities.
Added
At Broadstone, our mission is to bring real estate to life and drive value through a relationship-based and innovative approach to net lease investing.
Removed
These efforts allow us to offer numerous opportunities for employees to prioritize community involvement and is further encouraged by providing employees with dedicated paid time off per year to focus on community service and volunteering for causes of personal interest.
Added
Our corporate values - collectively known as "One Broadstone" - are the foundation of our culture and guide how we work, collaborate, and make decisions each day: • Set The Standard • Redefine What’s Possible • Own the Work • Be Better Together • Take Care of Each Other The commitment to our employees is central to our ability to execute strategy, deliver strong financial performance, and create long-term value for our stockholders and other stakeholders.
Removed
The purposeful investment in our employees reflects our commitment to building an engaged and high-performing workforce capable of achieving our strategic objectives. 14 Principal Executive Offices Our principal executive offices are located at 207 High Point Drive, Suite 300, Victor, New York 14564, and our telephone number is (585) 287-6500.
Added
We aim to foster a workplace where individuals feel connected and supported to contribute meaningfully, where collaboration thrives, and where contributions are recognized and rewarded. In recognition of these efforts, Broadstone has been certified as a Great Place To Work®, reflecting the trust, pride, and positive culture throughout the employee experience.
Removed
If we or our tenants were to become subject to significant environmental liabilities, we could be materially and adversely affected. 16 Tax Regulation We elected to be taxed as a REIT under the Internal Revenue Code of 1986, (as amended, the “Code”) beginning with our taxable year ended December 31, 2008.
Added
We believe our employees are our most valuable assets and actively seek to understand and support their evolving needs.
Added
Employees are further encouraged to engage in community service through dedicated paid time off each year for volunteering with causes of personal interest. 16 Table of Contents The purposeful investment in our employees reflects our commitment to building an engaged and high-performing workforce capable of achieving our mission and strategic objectives.
Added
Our efforts to cultivate a One Broadstone culture within and beyond our workplace have been instituted as a regular reporting item for our employees and Board of Directors. Additional information regarding our human capital initiatives, culture, and engagement programs is available in our Sustainability Report, which is accessible on our website.
Added
Some of our properties contain, have contained, or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

92 edited+22 added−20 removed244 unchanged
Biggest changeWe depend on the ability of our tenants to meet their obligations to pay rent to us due under our lease for substantially all of our revenue. As of December 31, 2024, only approximately 17.4% of our ABR came from tenants who had an investment grade credit rating. A substantial majority of our properties are leased to unrated tenants.
Biggest changeWe may experience a higher number of tenant defaults because we lease most of our properties to tenants who do not have an investment grade credit rating. We depend on the ability of our tenants to meet their obligations to pay rent to us due under our lease for substantially all of our revenue.
Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • our cash flow may be insufficient to meet our required principal and interest payments; • cash interest expense and financial covenants relating to our indebtedness, including a covenant in our Revolving Credit Facility that restricts us from paying distributions if an event of default exists, other than distributions required to maintain our REIT status, may limit or eliminate our ability to make distributions to our common stockholders; • we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject; • we may default on our obligations and the lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases; 28 • we may be restricted from accessing some of our excess cash flow after debt service if certain of our tenants fail to meet certain financial performance metric thresholds; and • our default under any loan with cross default provisions could result in a default on other indebtedness.
Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: • our cash flow may be insufficient to meet our required principal and interest payments; • cash interest expense and financial covenants relating to our indebtedness, including a covenant in our Revolving Credit Facility that restricts us from paying distributions if an event of default exists, other than distributions required to maintain our REIT status, may limit or eliminate our ability to make distributions to our common stockholders; • we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject; • we may default on our obligations and the lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases; • we may be restricted from accessing some of our excess cash flow after debt service if certain of our tenants fail to meet certain financial performance metric thresholds; and • our default under any loan with cross default provisions could result in a default on other indebtedness.
If any of our properties are foreclosed upon due to a default, we could be materially and adversely affected. 30 Risks Related to Our Organizational Structure Our Charter contains provisions, including ownership and transfer restrictions, that may delay, discourage, or prevent a takeover or change of control transaction that could otherwise result in a premium price to our stockholders.
If any of our properties are foreclosed upon due to a default, we could be materially and adversely affected. Risks Related to Our Organizational Structure Our Charter contains provisions, including ownership and transfer restrictions, that may delay, discourage, or prevent a takeover or change of control transaction that could otherwise result in a premium price to our stockholders.
The theft, destruction, loss, misappropriation, or release of sensitive or confidential information or intellectual property, or interference with or disruptions of our IT networks and related systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of tenants, potential liability, and competitive disadvantage.
The theft, destruction, loss, misappropriation, or release of sensitive or confidential information or intellectual property, or interference with or disruptions of our IT networks and related systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of tenants, liability, and competitive disadvantage.
Accordingly, our ability to access capital through dispositions of properties may be limited, which could limit our ability to fund future capital needs. 21 We may be unable to renew leases, re-lease properties as leases expire, or lease vacant spaces on favorable terms or at all, which, in each case, could materially and adversely affect us.
Accordingly, our ability to access capital through dispositions of properties may be limited, which could limit our ability to fund future capital needs. We may be unable to renew leases, re-lease properties as leases expire, or lease vacant spaces on favorable terms or at all, which, in each case, could materially and adversely affect us.
As a result, if any such risks of a less diversified portfolio are realized, we could be materially and adversely affected. 20 We face significant competition for acquiring properties from both publicly traded REITs and private investors that have greater resources than we do, which could materially and adversely affect us.
As a result, if any such risks of a less diversified portfolio are realized, we could be materially and adversely affected. We face significant competition for acquiring properties from both publicly traded REITs and private investors that have greater resources than we do, which could materially and adversely affect us.
Our methods, however, may not adequately assess the risk of an investment and, if our assessment of credit quality proves to be inaccurate, we may be subject to defaults and investors may view our cash flows as less stable. We also rely on information from our tenants to evaluate credit risk and conduct ongoing risk management.
Our methods may not adequately assess the risk of an investment and, if our assessment of credit quality proves to be inaccurate, we may be subject to defaults and investors may view our cash flows as less stable. We also rely on information from our tenants to evaluate credit risk and conduct ongoing risk management.
If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, or satisfy our debt service obligations, which could materially and adversely affect us.
If we cannot obtain capital from third-party sources, we may not be able to acquire properties when actionable or strategic opportunities exist, meet the capital and operating needs of our existing properties, or satisfy our debt service obligations, which could materially and adversely affect us.
Some of the factors that could negatively affect our share price or result in fluctuations in the market price or trading volume of shares of our common stock include: • actual or anticipated declines in our quarterly operating results or distributions; • actual or anticipated tenant defaults, bankruptcies, or vacancies, or speculation in the press or investment community about actual or anticipated tenant defaults, bankruptcies, or vacancies; • changes in government regulations; • changes in laws affecting REITs and related tax matters; • the announcement of new transactions by us or our competitors; • reductions in our FFO, Core FFO, AFFO, or earnings estimates; 35 • publication of research reports about us or the real estate industry; • increases in market interest rates that lead purchasers of shares of our common stock to demand a higher yield; • future equity issuances, or the perception that they may occur, including issuances of common stock upon exercise or vesting of equity awards or redemption of OP Units; • changes in market valuations of similar companies; • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; • actions by institutional stockholders; • differences between our actual financial and operating results and those expected by investors and analysts; • changes in analysts’ recommendations or projections; • speculation in the press or investment community; and • the realization of any of the other risk factors presented herein.
Some of the factors that could negatively affect our share price or result in fluctuations in the market price or trading volume of shares of our common stock include: • actual or anticipated declines in our quarterly operating results or distributions; • actual or anticipated tenant defaults, bankruptcies, or vacancies, or speculation in the press or investment community about actual or anticipated tenant defaults, bankruptcies, or vacancies; • changes in government regulations; • changes in laws affecting REITs and related tax matters; • the announcement of new transactions by us or our competitors; • reductions in our FFO, Core FFO, AFFO, or earnings estimates; • publication of research reports about us or the real estate industry; • increases in market interest rates that lead purchasers of shares of our common stock to demand a higher yield; • future equity issuances, or the perception that they may occur, including issuances of common stock upon exercise or vesting of equity awards or redemption of OP Units; • changes in market valuations of similar companies; • adverse market reaction to any increased indebtedness we incur in the future; • additions or departures of key management personnel; 38 Table of Contents • actions by institutional stockholders; • differences between our actual financial and operating results and those expected by investors and analysts; • changes in analysts’ recommendations or projections; • speculation in the press or investment community; and • the realization of any of the other risk factors presented herein.
From time to time, we or the OP may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historical tax attributes and liabilities of such entities.
In connection with acquisitions, we may inherit tax liabilities and attributes of other entities. From time to time, we or the OP may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historical tax attributes and liabilities of such entities.
As of December 31, 2024, we were party to tax protection agreements covering two properties. Based on values as of December 31, 2024, taxable sales of the applicable properties would trigger liability under the agreements of approximately $10.4 million. In addition, in connection with the Company’s internalization, we entered into a tax protection agreement with Amy L.
As of December 31, 2025, we were party to tax protection agreements covering two properties. Based on values as of December 31, 2025, taxable sales of the applicable properties would trigger liability under the agreements of approximately $10.4 million. In addition, in connection with the Company’s internalization, we entered into a tax protection agreement with Amy L.
(the “Blocker Corps”) were taxable as a non-REIT C corporation and we acquired their appreciated assets in connection with the Company’s internalization in transactions (the “Blocker Corp Mergers”) in which the adjusted tax basis of the assets in our hands was determined by reference to the adjusted tax basis of the assets in the hands of each of the Blocker Corps prior to the Blocker Corp Mergers, we will be subject to corporate income tax on the “built-in gain” with respect to the Blocker Corps’ assets at the time of the Blocker Corp Mergers if we dispose of those assets in a taxable transaction within five years following the Blocker Corp Mergers.
(the “Blocker Corps”) were taxable as a non-REIT C corporation and we acquired their appreciated assets in connection with the Company’s internalization in transactions (the “Blocker Corp Mergers”) in which the adjusted tax basis of the assets in our hands was determined by reference to the adjusted tax basis of the assets in the hands of each of the Blocker Corps prior to the Blocker Corp Mergers, we will be subject to corporate income tax on the “built-in gain” with respect to the Blocker Corps’ assets at the 37 Table of Contents time of the Blocker Corp Mergers if we dispose of those assets in a taxable transaction within five years following the Blocker Corp Mergers.
Management has recorded impairment charges related to certain properties in each of the years ended December 31, 2024, 2023, and 2022, and may record future impairments based on actual results and changes in circumstances. See “Critical Accounting Policies – Long-Lived Asset Impairment” in Item 7.
Management has recorded impairment charges related to certain properties in each of the years ended December 31, 2025, 2024, and 2023, and may record future impairments based on actual results and changes in circumstances. See “Critical Accounting Policies – Long-Lived Asset Impairment” in Item 7.
Additionally, future issuances or sales of substantial amounts of shares of our common stock may be at prices below the initial public offering price of the shares of our Class A Common Stock and may result in further dilution in our earnings and FFO per share and/or materially and adversely impact the per share trading price of our common stock.
Additionally, future issuances or sales of substantial amounts of shares of our common stock may be at prices below the initial public offering price of the shares of our Class A Common Stock and may result in further dilution in our earnings and AFFO per share and/or materially and adversely impact the per share trading price of our common stock.
Termination of the employment agreements with certain members of our executive management team could be costly. The employment agreements with certain members of our executive management team provide that if their employment with us terminates under certain circumstances, we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment.
The employment agreements with certain members of our executive management team provide that if their employment with us terminates under certain circumstances, we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment.
These covenants require us to, among other things, maintain certain financial ratios, including leverage, fixed charge coverage, and debt service coverage, among others. As of December 31, 2024, we believe we were in compliance with all of our loan covenants.
These covenants require us to, among other things, maintain certain financial ratios, including leverage, fixed charge coverage, and debt service coverage, among others. As of December 31, 2025, we believe we were in compliance with all of our loan covenants.
Any income from a hedging transaction that we enter into to manage the risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, or from certain terminations of such hedging positions, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met.
Any income from a hedging transaction that we enter into to manage the risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, or from certain terminations of such hedging positions, does not constitute 36 Table of Contents “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met.
Our access to third-party sources of capital from the equity and/or debt markets depends, in part, on: • general market conditions; • the market’s perception of our growth potential; • our current debt levels; • our current and expected future earnings; • the performance of our portfolio; • our cash flow and cash distributions; • external valuations by credit ratings agencies and analysts; and • the market price per share of our common stock.
Our access to third-party sources of capital from the equity and/or debt markets depends, in part, on: • general market conditions; 21 Table of Contents • the market’s perception of our growth potential; • our current debt levels; • our current and expected future earnings; • the performance of our portfolio; • our cash flow and cash distributions; • external valuations by credit ratings agencies and analysts; and • the market price per share of our common stock.
Tait, the Company’s founder, and certain members of her family, which has a potential liability of up to $10 million based on values as of December 31, 2024. These restrictions could limit our ability to sell certain assets or the OP (or our interest in the OP) at a time or on terms that would be favorable absent such restrictions.
Tait, the Company’s founder, and certain members of her family, which has a potential liability of up to $10.0 million based on values as of December 31, 2025. These restrictions could limit our ability to sell certain assets or the OP (or our interest in the OP) at a time or on terms that would be favorable absent such restrictions.
In addition, in order to meet the REIT Requirements, or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we have held, and may continue to hold, some of our assets through a TRS that is subject to U.S. federal, state and local corporate taxes.
In addition, in order to meet the REIT Requirements, or to avert the imposition of a 100% 35 Table of Contents tax that applies to certain gains derived by a REIT from dealer property or inventory, we have held, and may continue to hold, some of our assets through a TRS that is subject to U.S. federal, state and local corporate taxes.
The ability of our tenants to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage, pay real estate taxes, and maintain the properties in a manner so as not to jeopardize their operations depends on the performance of their business and industry, as well as general market and economic conditions, which are outside of our control.
The ability of our tenants to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage, pay real estate 20 Table of Contents taxes, and maintain the properties in a manner so as not to jeopardize their operations depends on the performance of their business and industry, as well as general market and economic conditions, which are outside of our control.
The loss of our capital investment in or anticipated future returns from our properties due to material uninsured losses could materially and adversely affect us. Our costs of compliance with laws and regulations may require us or our tenants to make unanticipated expenditures that could reduce the investment return of our stockholders.
The loss of our capital investment in or anticipated future returns from our properties due to material uninsured losses could materially and adversely affect us. 30 Table of Contents Our costs of compliance with laws and regulations may require us or our tenants to make unanticipated expenditures that could reduce the investment return of our stockholders.
Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease or leases.
Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the 24 Table of Contents contractually specified rent we are owed under the lease or leases.
If we lose our REIT status, we will face significant tax consequences that would substantially reduce our cash available for distribution to our stockholders for each of the years involved because: • we would not be allowed a deduction for distributions to stockholders in computing our taxable income, we would be subject to U.S. federal income tax at the corporate rate, and we could be subject to increased state and local income taxes; • unless we are entitled to relief under applicable statutory provisions of the Code, we (and our successor) could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost; and • for the five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, we would be subject to corporate level tax with respect to any built-in gain inherent in such asset at the time of re-election. 32 Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to stockholders.
If we lose our REIT status, we will face significant tax consequences that would substantially reduce our cash available for distribution to our stockholders for each of the years involved because: • we would not be allowed a deduction for distributions to stockholders in computing our taxable income, we would be subject to U.S. federal income tax at the corporate rate, and we could be subject to increased state and local income taxes; • unless we are entitled to relief under applicable statutory provisions of the Code, we (and our successor) could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost; and • for the five years following re-election of REIT status, upon a taxable disposition of an asset owned as of such re-election, we would be subject to corporate level tax with respect to any built-in gain inherent in such asset at the time of re-election.
The departure of any member of our executive management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities, and weaken our relationships with lenders, business partners, existing and prospective tenants, and industry personnel, which could materially and adversely affect us.
The departure of any member of our executive management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities, and weaken our 28 Table of Contents relationships with lenders, business partners, existing and prospective tenants, and industry personnel, which could materially and adversely affect us.
Additionally, these restrictions may adversely affect our operating and financial flexibility and may limit our ability to respond to changes in our business or competitive environment, all of which may materially and adversely affect us. Failure to maintain our current credit ratings could materially and adversely affect our cost of capital, liquidity, and access to capital markets.
Additionally, these restrictions may adversely affect our operating and financial flexibility and may limit our ability to respond to changes in our business or competitive environment, all of which may materially and adversely affect us. 32 Table of Contents Failure to maintain our current credit ratings could materially and adversely affect our cost of capital, liquidity, and access to capital markets.
Certain uses of some properties may have a heightened risk of environmental liability because of the hazardous materials used in performing services on those properties, such as industrial properties or businesses using petroleum products, paint, machine solvents, and other hazardous materials.
Certain uses of some properties may have a heightened risk of environmental liability because of the hazardous materials used in 27 Table of Contents performing services on those properties, such as industrial properties or businesses using petroleum products, paint, machine solvents, and other hazardous materials.
As a result, we cannot provide any assurance that we will be able to successfully execute our investment strategy. Any failure to grow through acquisitions as a result of the significant competition we face could materially and adversely affect us.
As a result, we cannot provide any assurance that we will be able to successfully execute our investment strategy. Any failure to grow pursuant to our investment strategy as a result of the significant competition we face could materially and adversely affect us.
From 2015 to 2024, we acquired an average of $560.0 million of new properties per year, with a low of $100.0 million and a high of $1.0 billion. Our ability to continue to grow requires us to identify and complete acquisitions that meet our investment criteria and depends on general market and economic conditions.
From 2015 to 2025, we acquired an average of $580.0 million of new properties per year, with a low of $100.0 million and a high of $1.0 billion. Our ability to continue to grow requires us to identify and complete acquisitions that meet our investment criteria and depends on general market and economic conditions.
As a result, any adverse developments in our concentrated property types could materially and adversely affect us. If one or more of our top 10 tenants, which together represented approximately 21.9% of our ABR as of December 31, 2024, suffers a downturn in their business, it could materially and adversely affect us.
As a result, any adverse developments in our concentrated property types could materially and adversely affect us. If one or more of our top 10 tenants, which together represented approximately 21.1% of our ABR as of December 31, 2025, suffers a downturn in their business, it could materially and adversely affect us.
These geographic concentrations could adversely affect our operating performance if conditions become less favorable in any of the states or markets within which we have a concentration of properties.
These geographic concentrations could adversely affect our operating performance if conditions become less favorable in any of the states or markets within which we have 22 Table of Contents a concentration of properties.
At the same time, we, as the managing member of the OP, will have fiduciary duties and obligations to the OP and its members under New York law and the OP Agreement in connection with the management of the OP.
At the same time, we, as the managing member of the OP, will have fiduciary duties and obligations to the OP and its members under New York law and the OP 34 Table of Contents Agreement in connection with the management of the OP.
Additional risks related to development or expansion projects include, but are not limited to: • unsuccessful development opportunities could cause us to incur direct expenses; • construction costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated or unprofitable; • time required to complete the construction of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity; • legal action to compel performance of contractors, developers, or partners may cause delays and our costs may not be reimbursed; • we may not be able to find tenants to lease the space built on a speculative basis or in a redeveloped or renovated building, which will impact our cash flow and ability to finance or sell such properties; • possible gaps in warranty obligations of our developers and contractors and the obligations to a tenant; • occupancy rates and rents of a completed project may not be sufficient to make the project profitable; and • favorable financing sources to fund development activities may not be available. 23 The inability to successfully complete development or expansion projects or to complete them on a timely basis could adversely affect our business and results of operations.
Additional risks related to development or expansion projects include, but are not limited to: • unsuccessful development opportunities could cause us to incur direct expenses; • construction costs of a project may exceed original estimates making the project less profitable than originally estimated or unprofitable; • time or cost required to complete the construction of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity; • legal action to compel performance of contractors, developers, or partners may cause delays and our costs may not be reimbursed; • we may not be able to find tenants to lease the space built on a speculative basis or in a redeveloped or renovated building, which will impact our cash flow and ability to finance or sell such properties; • possible gaps in warranty obligations of our developers and contractors and the obligations to a tenant; • occupancy rates and rents of a completed project may not be sufficient to make the project profitable; and • favorable financing sources to fund development activities may not be available.
An additional 8.6% of our ABR is received from tenants who are not required to provide us with specified financial information under the terms of our lease, but whose financial statements are available publicly, either through SEC filings or otherwise.
An additional 14.2% of our ABR is received from tenants who are not required to provide us with specified financial information under the terms of our lease, but whose financial statements are available publicly, either through SEC filings or otherwise.
Inflation may also have an adverse effect on consumer spending, which could impact our tenants’ revenues and their ability to pay rent owed to us, which in turn could materially and adversely affect us. Our real estate investments are illiquid.
Inflation may also have an adverse effect on consumer spending, which could impact our tenants’ revenues and their ability to pay rent owed to us, which in turn could materially and adversely affect us. 29 Table of Contents Our real estate investments are illiquid.
Ris k Factors Summary Risk Factors You should carefully consider the matters discussed in the “Risk Factors” section beginning on page 18 of this Annual Report on Form 10-K for factors you should consider before investing in our common stock: • Single-tenant leases involve significant risks of tenant default and tenant vacancies, which could materially and adversely affect us. • We have limited opportunities to increase rents under our long-term leases with tenants, which could impede our growth and materially and adversely affect us. • Our growth depends upon future acquisitions of properties, and we may be unable to identify or complete suitable acquisitions of properties, which may impede our growth, and our future acquisitions may not yield the returns we seek. • An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, which could adversely affect our results of operations. • Our portfolio is concentrated in certain states, and any adverse developments and economic downturns in these geographic markets could materially and adversely affect us. • Our portfolio is concentrated in certain property types and any adverse developments relating to one or more of these property types could materially and adversely affect us. • We may be unable to renew leases, re-lease properties as leases expire, or lease vacant spaces on favorable terms or at all, which, in each case, could materially and adversely affect us. • We could face potential material adverse effects from the bankruptcies or insolvencies of our tenants. • We may engage in development or expansion projects, including speculative development projects, which would subject us to additional risks that could negatively impact our operations. • Global and U.S. financial markets and economic conditions, such as inflation, may materially and adversely affect us and the ability of our tenants to make rental payments to us pursuant to our leases. • As of December 31, 2024, we had approximately $1.9 billion principal balance of indebtedness outstanding, which may expose us to the risk of default under our debt obligations. • Our Revolving Credit Facility and term loan agreements contain various covenants which, if not complied with, could accelerate our repayment obligations, thereby materially and adversely affecting us. • We are a holding company with no direct operations and rely on funds received from the OP to pay liabilities. • Failure to qualify as a REIT would materially and adversely affect us and the value of our common stock. • The market price and trading volume of shares of our common stock may be volatile. • We may not be able to make distributions to our stockholders at the times or in the amounts we expect, or at all. 18 Risk Factors The following are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements.
Risk Factors Summary Risk Factors You should carefully consider the matters discussed in the “Risk Factors” section of this Annual Report on Form 10-K for factors you should consider before investing in our common stock: • Single-tenant leases involve significant risks of tenant default and tenant vacancies, which could materially and adversely affect us. • We have limited opportunities to increase rents under our long-term leases with tenants, which could impede our growth and materially and adversely affect us. • Our growth depends upon future acquisitions of properties, and we may be unable to identify or complete suitable acquisitions of properties, which may impede our growth, and our future acquisitions may not yield the returns we seek. • An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, which could adversely affect our results of operations. • Our portfolio is concentrated in certain states, and any adverse developments and economic downturns in these geographic markets could materially and adversely affect us. • Our portfolio is concentrated in certain property types and any adverse developments relating to one or more of these property types could materially and adversely affect us. • We may be unable to renew leases, re-lease properties as leases expire, or lease vacant spaces on favorable terms or at all, which, in each case, could materially and adversely affect us. • We could face potential material adverse effects from the bankruptcies or insolvencies of our tenants. • We may engage in development or expansion projects, including speculative development projects, which would subject us to additional risks that could negatively impact our operations. • Global and U.S. financial markets and economic conditions, such as inflation, may materially and adversely affect us and the ability of our tenants to make rental payments to us pursuant to our leases. • As of December 31, 2025, we had approximately $2.5 billion principal balance of indebtedness outstanding, which may expose us to the risk of default under our debt obligations. • Our Revolving Credit Facility and term loan agreements contain various covenants which, if not complied with, could accelerate our repayment obligations, thereby materially and adversely affecting us. • We are a holding company with no direct operations and rely on funds received from the OP to pay liabilities. • Failure to qualify as a REIT would materially and adversely affect us and the value of our common stock. • The market price and trading volume of shares of our common stock may be volatile and could be substantially affected by various factors. • We may not be able to make distributions to our stockholders at the times or in the amounts we expect, or at all.
Our stockholders bear the risk of our future offerings reducing the per share trading price of our common stock. 36 Sales of substantial amounts of our capital stock in the public markets may dilute your voting power and your ownership interest in us.
Our stockholders bear the risk of our future offerings reducing the per share trading price of our common stock. 39 Table of Contents Sales of substantial amounts of our capital stock in the public markets may dilute your voting power and your ownership interest in us.
As of December 31, 2024, our top 10 tenants together represented 21.9% of our ABR. Our largest tenant is Roskam Baking Company, which leases seven properties that in the aggregate represent approximately 4.1% of our ABR.
As of December 31, 2025, our top 10 tenants together represented 21.1% of our ABR. Our largest tenant is Roskam Baking Company, which leases seven properties that in the aggregate represent approximately 3.9% of our ABR.
As of December 31, 2024, the ABR weighted average remaining term of our leases was approximately 10.2 years, excluding renewal options. Substantially all of our leases provide for periodic rent escalations, but these built-in increases may be less than what we otherwise could achieve in the market.
As of December 31, 2025, the ABR weighted average remaining term of our leases was approximately 9.6 years, excluding renewal options. Substantially all of our leases provide for periodic rent escalations, but these built-in increases may be less than what we otherwise could achieve in the market.
We own properties in regions that have historically been impacted by natural disasters and it is probable such regions will continue to be impacted by such events. If a disaster occurs, we could suffer a complete loss of capital invested in, and any profits expected from, the affected properties.
We own properties in regions that have historically been impacted by natural disasters and it is probable such regions will continue to be impacted by such events. If a disaster occurs, we could suffer a complete loss of capital invested in, and any profits expected from, the affected properties. Any of these occurrences could materially and adversely affect us.
Any of these occurrences could materially and adversely affect us. 27 Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us. Our tenants are generally required to maintain comprehensive insurance coverage for the properties they lease from us pursuant to our net leases.
Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us. Our tenants are generally required to maintain comprehensive insurance coverage for the properties they lease from us pursuant to our net leases.
As of December 31, 2024, approximately 85.6% of our ABR is received from tenants that are required to provide us with specified financial information on a periodic basis.
As of December 31, 2025, approximately 81.6% of our ABR is received from tenants that are required to provide us with specified financial information on a periodic basis.
These new transaction structures may have new, different, or increased risks than what we are currently exposed to in our business and we may not be able to manage these risks successfully.
These new transaction structures may have new, different, or increased risks than what we are currently exposed to in our business and 25 Table of Contents we may not be able to manage these risks successfully.
Accordingly, adverse economic conditions such as high unemployment levels, an increase in interest rates, a decrease in available financing, high inflation, labor and workforce shortages, supply chain issues, tax rates, and fuel and energy costs may have an impact on the results of operations and financial conditions of our tenants.
Accordingly, adverse economic conditions such as the imposition of tariffs and their resulting effects, high unemployment levels, fluctuations in interest rates, a decrease in available financing, high inflation, labor and workforce shortages, supply chain issues, tax rates, and fuel and energy costs may have an impact on the results of operations and financial conditions of our tenants.
Our results of operations depend on our ability to continue to successfully lease our properties, including renewing expiring leases, re-leasing properties as leases expire, leasing vacant space, optimizing our tenant mix, or leasing properties on more economically favorable terms. As of December 31, 2024, 16 leases representing approximately 1.2% of our ABR will expire during 2025.
Our results of operations depend on our ability to continue to successfully lease our properties, including renewing expiring leases, re-leasing properties as leases expire, leasing vacant space, optimizing our tenant mix, or leasing properties on more economically favorable terms. As of December 31, 2025, 22 leases representing approximately 3.3% of our ABR will expire during 2026.
The known or potential presence of hazardous substances on a property may adversely affect our ability to sell, lease, or improve the property, or to borrow using the property as collateral. In addition, environmental laws may create liens on contaminated properties in favor of the government for damages and costs it incurs to address such contamination.
The known or potential presence of hazardous substances on a property may adversely affect our ability to sell, lease, or improve the property, or to borrow using the property as collateral, and we may incur substantial remediation costs or third-party liability claims In addition, environmental laws may create liens on contaminated properties in favor of the government for damages and costs it incurs to address such contamination.
Our portfolio is concentrated in certain states, and any adverse developments and economic downturns in these geographic markets could materially and adversely affect us. As of December 31, 2024, approximately 37.2% of our ABR came from properties in our top five states: Texas (9.6%), Michigan (9.2%), Florida (6.5%), California (6.1%), and Illinois (5.8%).
Our portfolio is concentrated in certain states, and any adverse developments and economic downturns in these geographic markets could materially and adversely affect us. As of December 31, 2025, approximately 35.4% of our ABR came from properties in our top five states: Texas (10.2%), Michigan (8.6%), Florida (5.9%), Illinois (5.4%), and California (5.3%).
From time to time the Financial Accounting Standards Board (“FASB”), and the SEC, which create and interpret accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that will govern the preparation of our financial statements. These changes could materially and adversely affect our reported financial condition and results of operations.
Changes in accounting standards may materially and adversely affect us. From time to time the Financial Accounting Standards Board (“FASB”), and the SEC, which create and interpret accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that will govern the preparation of our financial statements.
Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers. 24 A failure to maintain effective internal controls could materially and adversely affect us.
Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.
We may experience significant costs in connection with re-leasing a significant number of our properties, which could materially and adversely affect us. As of December 31, 2024, two of our properties, representing approximately 0.9% of our portfolio, were unoccupied. We may experience difficulties in leasing these vacant spaces on favorable terms or at all.
We may experience significant costs in connection with re-leasing a significant number of our properties, which could materially and adversely affect us. As of 23 Table of Contents December 31, 2025, one of our properties, representing approximately 0.2% of our portfolio, were unoccupied. We may experience difficulties in leasing these vacant spaces on favorable terms or at all.
Risks Related to Debt Financing As of December 31, 2024, we had approximately $1.9 billion principal balance of indebtedness outstanding, which may expose us to the risk of default under our debt obligations. As of December 31, 2024, we had approximately $1.9 billion principal balance of indebtedness outstanding.
Risks Related to Debt Financing As of December 31, 2025, we had approximately $2.5 billion principal balance of indebtedness outstanding, which may expose us to the risk of default under our debt obligations. As of December 31, 2025, we had approximately $2.5 billion principal balance of indebtedness outstanding.
The issuance of shares of preferred stock or a separate class or series of common stock could provide the holders thereof with specified dividend payments and payments upon liquidation prior or senior to those of the common stock, and could also have the effect of delaying, discouraging, or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock.
The issuance of shares of preferred stock or a separate class or series of common stock could provide the holders thereof with specified dividend payments and payments upon liquidation prior or senior to those of the common stock, and could also have the effect of delaying, discouraging, or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock. 33 Table of Contents Termination of the employment agreements with certain members of our executive management team could be costly.
Therefore, it may not be possible for existing stockholders to participate in such future issuances, which may dilute the existing stockholders’ interests in us. 37 Item 1B. Unresolve d Staff Comments. There are no unresolved staff comments.
Therefore, it may not be possible for existing stockholders to participate in such future issuances, which may dilute the existing stockholders’ interests in us. 40 Table of Contents Item 1B. Unresolved Staff Comments. There are no unresolved staff comments.
Historically, these changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us in particular.
In addition, the trading volume in shares of our common stock may fluctuate and cause significant price variations to occur. Historically, these changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us in particular.
If we are unable to achieve growth through acquisitions, it could materially and adversely affect us. 19 We may not be able to obtain acquisition financing or obtain other capital from third-party sources on favorable terms or at all, which could materially and adversely affect our growth prospects and our business.
We may not be able to obtain acquisition financing or obtain other capital from third-party sources on favorable terms or at all, which could materially and adversely affect our growth prospects and our business.
Therefore, our directors and officers are subject to monetary liability resulting only from: • actual receipt of an improper benefit or profit in money, property, or services; or • active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated. 31 As a result, we and our stockholders have rights against our directors and officers that are more limited than might otherwise exist.
Therefore, our directors and officers are subject to monetary liability resulting only from: • actual receipt of an improper benefit or profit in money, property, or services; or • active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.
A tenant’s failure to provide appropriate information may interfere with our ability to accurately evaluate a potential tenant’s credit risk or determine an existing tenant’s default risk, the occurrence of either could materially and adversely affect us. 22 We could face potential material adverse effects from the bankruptcies or insolvencies of our tenants.
A tenant’s failure to provide appropriate information may interfere with our ability to accurately evaluate a potential tenant’s credit risk or determine an existing tenant’s default risk, the occurrence of either could materially and adversely affect us.
Our portfolio is also concentrated in certain property types and any adverse developments relating to these property types could materially and adversely affect us. As of December 31, 2024, approximately 59.6% of our ABR came from industrial properties and 31.2% from retail properties. Any adverse developments in these property types could materially and adversely affect us.
Our portfolio is concentrated in certain property types and any adverse developments relating to these property types could materially and adversely affect us. As of December 31, 2025, approximately 61.9% of our ABR came from industrial properties and 30.1% from retail properties. Any adverse developments in these property types could materially and adversely affect us.
Similarly, these changes could materially and adversely affect our tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate as well as their ability to provide accurate or complete financial information to us. Certain provisions of our leases or loan agreements may be unenforceable, which could materially and adversely affect us.
Similarly, these changes could materially and adversely affect our 26 Table of Contents tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate as well as their ability to provide accurate or complete financial information to us.
Accordingly, in the event that actions taken by any of our directors or officers impede the performance of our Company, your and our ability to recover damages from such director or officer will be limited.
As a result, we and our stockholders have rights against our directors and officers that are more limited than might otherwise exist. Accordingly, in the event that actions taken by any of our directors or officers impede the performance of our Company, your and our ability to recover damages from such director or officer will be limited.
Further, there can be no assurance that our tenants, or the guarantor of a lease, could or would satisfy their indemnification obligations under their leases. 25 Our ability to effectively monitor and respond to the rapid and ongoing developments and often conflicting expectations regarding our corporate responsibility and sustainability efforts may impose unexpected costs or result in reputational or other harm that could have a material adverse effect on our business.
Our ability to effectively monitor and respond to the rapid and ongoing developments and often conflicting expectations regarding our corporate responsibility and sustainability efforts may impose unexpected costs or result in reputational or other harm that could have a material adverse effect on our business.
Our portfolio consists primarily of single-tenant net leased properties and we are dependent on our tenants for substantially all of our revenue. As a result, our success depends on the financial stability of our tenants.
Risks Related to Our Business and Properties Single-tenant leases involve significant risks of tenant default and tenant vacancies, which could materially and adversely affect us. Our portfolio consists primarily of single-tenant net leased properties and we are dependent on our tenants for substantially all of our revenue. As a result, our success depends on the financial stability of our tenants.
In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. In addition, any changes may undermine our ability to prepare timely and accurate financial statements, which could result in a lack of investor confidence and could materially and adversely affect us.
In addition, any changes may undermine our ability to prepare timely and accurate financial statements, which could result in a lack of investor confidence and could materially and adversely affect us.
We may enter into new transaction structures, including real estate lending opportunities and joint ventures, which would subject us to additional risks that could negatively impact our operations. We may explore and enter into new transaction structures, including real estate lending opportunities and joint ventures, that may or may not be closely related to our current business.
We may explore and enter into new transaction structures, including real estate lending opportunities, the provision of transitional capital, and joint ventures, that may or may not be closely related to our current business.
Our investments in properties leased to such tenants may have a greater risk of default than investments in properties leased exclusively to investment grade tenants. The ability of an unrated tenant to meet its rent and other obligations under its lease with us may be subject to greater risk than our tenants that have an investment grade rating.
The ability of an unrated tenant to meet its rent and other obligations under its lease with us may be subject to greater risk than our tenants that have an investment grade rating. If one or more of our unrated tenants defaults, it could have a material adverse effect on us.
In addition, if we fail to qualify as a REIT, we will not be required to make distributions to our stockholders. If this occurs, we may need to borrow funds or liquidate some of our properties in order to pay any applicable taxes.
If this occurs, we may need to borrow funds or liquidate some of our properties in order to pay any applicable taxes.
Additionally, the inability or any inefficiency in market participants ability to hedge SOFR-based transactions or the illiquidity or relative illiquidity in the market for SOFR-based instruments may increase the costs associated with SOFR-based debt instruments or our ability to hedge our exposure to floating interest rates.
A significant portion of our indebtedness is at variable rates which are based on the Secured Overnight Financing Rate (“SOFR”) and the inability or any inefficiency in market participants ability to hedge SOFR-based transactions or the illiquidity or relative illiquidity in the market for SOFR-based instruments may increase the costs associated with SOFR-based debt instruments or our ability to hedge our exposure to floating interest rates.
Disruptions in the financial markets and deteriorating economic conditions could adversely affect our ability to obtain debt financing on commercially reasonable terms, refinance existing indebtedness on acceptable terms or at all, and adversely impact our ability to implement our investment strategy and achieve our investment objectives.
Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. 31 Table of Contents Disruptions in the financial markets and deteriorating economic conditions could adversely affect our ability to obtain debt financing on commercially reasonable terms, refinance existing indebtedness on acceptable terms or at all, and adversely impact our ability to implement our investment strategy and achieve our investment objectives.
Our underwriting and risk management procedures that we use to evaluate a tenant’s credit risk may not be sufficient to identify tenant problems in a timely manner or at all. To evaluate tenant credit risk, we utilize a third-party model, S&P Capital IQ, to help us determine a tenant’s implied credit rating when a public rating is not available.
Our underwriting and risk management procedures that we use to evaluate a tenant’s credit risk may not be sufficient to identify tenant problems in a timely manner or at all.
Risks Related to Ownership of Our Common Stock The market price and trading volume of shares of our common stock may be volatile. The market price of shares of our common stock may fluctuate. In addition, the trading volume in shares of our common stock may fluctuate and cause significant price variations to occur.
Risks Related to Ownership of Our Common Stock The market price and trading volume of shares of our common stock may be volatile and could be substantially affected by various factors. The market price of shares of our common stock may fluctuate.
Although it may be in our stockholders’ best interest that we sell a property, it may be economically disadvantageous for us to do so because of these obligations.
Although it may be in our stockholders’ best interest that we sell a property, it may be economically disadvantageous for us to do so because of these obligations. In order to limit our exposure to a tax obligation, our use of proceeds from any sales or dispositions of certain properties will be limited.
The costs related to cyber-attacks or other security threats or disruptions may not be fully insured or indemnified by other means. Laws and regulations governing data privacy are constantly evolving.
The costs related to cyber-attacks or other security threats or disruptions may not be fully insured or indemnified by other means. Laws and regulations governing data privacy are constantly evolving and often contain detailed requirements regarding collecting and processing personal information, restrict the use and storage of such information, and govern the effectiveness of consumer consent.
Our rights and obligations with respect to the leases at our properties, mortgage loans, or other loans are governed by written agreements.
Certain provisions of our leases or loan agreements may be unenforceable, which could materially and adversely affect us. Our rights and obligations with respect to the leases at our properties, mortgage loans, or other loans are governed by written agreements.
In general, prohibited transactions are sales or other 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 sale transactions. A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.
Changes in the volume of real estate transactions, the availability of acquisition financing, capitalization rates, interest rates, competition, or other factors may negatively impact our acquisition opportunities in 2025 and beyond.
Changes in the volume of real estate transactions, the availability of acquisition financing, capitalization rates, interest rates, competition, or other factors may negatively impact our acquisition opportunities in 2026 and beyond. If we are unable to achieve growth through acquisitions, it could materially and adversely affect us.
Our internal controls over financial reporting and our operating internal controls may not prevent or detect financial misstatements or loss of assets because of inherent limitations, including the possibility of human error, management override of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to financial statement accuracy, public disclosures, and safeguarding of assets.
If we cannot provide reliable financial reports and public disclosures or prevent fraud, our reputation and operating results would be harmed. Our internal controls over financial reporting and operations may not prevent or detect financial misstatements or loss of assets because of inherent limitations, including the possibility of human error, management override of controls, or fraud.
We may incur mortgage debt on a particular property, especially if we believe the property’s projected cash flow is sufficient to service the mortgage debt.
We may incur mortgage debt on a particular property, which may subject us to certain risks, and the occurrence of any such risk could materially and adversely affect us. We may incur mortgage debt on a particular property, especially if we believe the property’s projected cash flow is sufficient to service the mortgage debt.
Factors that could negatively impact our credit ratings include, but are not limited to: a significant increase in our leverage on a sustained basis, a significant increase in the proportion of secured debt levels, a significant decline in our unencumbered asset base, and a significant decline in our portfolio diversification. 29 SOFR has a limited history, is different than LIBOR, and rates derived from SOFR may perform differently than LIBOR would have performed, which could create increased volatility in our cost of borrowing or increase our interest expense.
Factors that could negatively impact our credit ratings include, but are not limited to: a significant increase in our leverage on a sustained basis, a significant increase in the proportion of secured debt levels, a significant decline in our unencumbered asset base, and a significant decline in our portfolio diversification.
Effective internal controls over financial reporting, disclosures, and operations are necessary for us to provide reliable financial reports and public disclosures, effectively prevent fraud, and operate successfully. If we cannot provide reliable financial reports and public disclosures or prevent fraud, our reputation and operating results would be harmed.
A failure to maintain effective internal controls could materially and adversely affect us. Effective internal controls over financial reporting, disclosures, and operations are necessary for us to provide reliable financial reports and public disclosures, effectively prevent fraud, and operate successfully.
A significant portion of our portfolio is leased to tenants operating businesses that directly or indirectly rely on discretionary consumer spending. The success of most of these businesses depends on the willingness of consumers to use discretionary income to purchase their products or services.
The success of most of these businesses depends on the willingness of consumers to use discretionary income to purchase their products or services.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe ERMC also discusses mitigation efforts, potential enhancements to processes and policies, and key risk indicators for the Company’s risks, including cybersecurity risks. The ERMC’s annual risk assessment is presented to the Board of Directors and the Audit Committee on an annual basis.
Biggest changeThe ERMC also discusses mitigation efforts, potential enhancements to processes and policies, and key risk indicators for the Company’s 41 Table of Contents risks, including cybersecurity risks. The ERMC’s annual risk assessment is presented to the Board of Directors and the Audit Committee on an annual basis.
Item 1C. Cybersecurity Our EVP and Chief Financial Officer is responsible for the oversight of the Company’s information technology and cybersecurity function, which consists of five employees and is led by our VP, Information Systems & Solutions.
Item 1C. Cybersecurity Our EVP and Chief Financial Officer is responsible for the oversight of the Company’s information technology and cybersecurity function, which consists of four employees and is led by our VP, Information Systems & Solutions.
In addition to the Company’s annual ERMC risk assessment, our VP, Information Systems & Solutions and Director, Information Technology brief the Audit Committee on information technology and cybersecurity matters at least annually and provide interim updates to the Audit Committee on such matters on a quarterly basis. 38 Item 2. Pr operties. Please refer to Item 1.
In addition to the Company’s annual ERMC risk assessment, our VP, Information Systems & Solutions and Director, Information Technology brief the Audit Committee on information technology and cybersecurity matters at least annually and provide interim updates to the Audit Committee on such matters on a quarterly basis. Item 2. Properties. Please refer to Item 1.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe are not aware of any material legal proceedings to which we or any of our subsidiaries are a party or to which any of our property is subject, nor are we aware of any such legal proceedings contemplated by government agencies. Item 4. Mine Saf ety Disclosures. Not applicable. 39 Part II.
Biggest changeWe are not aware of any material legal proceedings to which we or any of our subsidiaries are a party or to which any of our property is subject, nor are we aware of any such legal proceedings contemplated by government agencies. Item 4. Mine Safety Disclosures. Not applicable. 42 Table of Contents Part II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−3 removed1 unchanged
Biggest changeThe information in this “Performance Graph” section is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except as shall be expressly set forth by specific reference in such filing.
Biggest changeDecember 31, 2020 2021 2022 2023 2024 2025 Broadstone Net Lease 100.00 132.67 91.87 104.73 103.60 121.50 S&P 500 100.00 128.71 105.40 133.10 166.40 196.20 MSCI US REIT Index 100.00 143.06 108.00 122.84 133.58 137.50 The information in this “Performance Graph” section is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except as shall be expressly set forth by specific reference in such filing.
The MCSI US REIT Index is a free float-adjusted market capitalization index that is comprised of equity REITs. The index is based on MSCI USA Investable Market Index (IMI), its parent index, which captures large, mid, and small capitalization securities.
The MSCI US REIT Index is a free float-adjusted market capitalization index that is comprised of equity REITs. The index is based on MSCI USA Investable Market Index (IMI), its parent index, which captures large, mid, and small capitalization securities.
The graph assumes that $100 was invested on December 31, 2019, in each of shares of our common stock, the S&P 500 and the MCSI US REIT Index, and that all dividends were reinvested. There can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below.
The graph assumes that $100 was invested on December 31, 2020, in each of shares of our common stock, the S&P 500 and the MSCI US REIT Index, and that all dividends were reinvested. There can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below.
Item 5. Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the New York Stock Exchange under the ticker symbol “BNL.” Stockholders As of February 14, 2025, there were approximately 471 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the New York Stock Exchange under the ticker symbol “BNL”. Stockholders As of February 13, 2026, there were approximately 447 holders of record of our common stock.
Equity Compensation Plan Information The information concerning our Equity Compensation Plan will be included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
Equity Compensation Plan Information The information concerning our Equity Compensation Plan will be included in the Proxy Statement to be filed relating to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. 43 Table of Contents Performance Graph The following graph is a comparison of the cumulative total return of shares of our common stock, the S&P 500, and the MSCI US REIT Index.
Removed
Performance Graph The following graph is a comparison of the cumulative total return of shares of our common stock, the S&P 500, and the MCSI US REIT Index.
Added
While funds used in this benchmark typically target institutional investors and have characteristics that differ from us (including differing fees), we feel that the MSCI US REIT Index is an appropriate and accepted index for the purpose of evaluating returns on investments in direct real estate funds.
Removed
While funds used in this benchmark typically target institutional investors and have characteristics that differ from us (including differing fees), we feel that the MCSI US REIT Index is an appropriate and accepted index for the purpose of evaluating returns on investments in direct real estate funds. 40 December 31, 2019 2020 2021 2022 2023 2024 Broadstone Net Lease 100.00 96.11 127.51 88.30 100.66 99.57 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 MSCI US REIT Index 100.00 92.43 132.23 99.82 113.54 123.47 Prior to our IPO in September 2020 and the listing of our common stock on the NYSE, we sold shares of common stock in a private offering at a share price established by the committee of our Board of Directors comprised of our independent directors (“Independent Directors Committee”) based on the net asset value of our portfolio, input from management and third-party consultants, and such other factors the Independent Directors Committee deemed necessary.
Removed
Subsequent to our IPO and listing of our common stock on the NYSE, our share price is determined by market participants.

Item 7. Management's Discussion & Analysis

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

101 edited+23 added−29 removed100 unchanged
Biggest changeIn the future, the SEC, Nareit or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of Core FFO and AFFO accordingly. 53 The following table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO and AFFO: For the Year Ended December 31, (in thousands, except per share data) 2024 2023 2022 Net income $ 168,989 $ 163,312 $ 129,475 Real property depreciation and amortization 155,844 158,346 154,673 Gain on sale of real estate (73,153 ) (54,310 ) (15,953 ) Provision for impairment on investment in rental properties 49,001 31,274 5,535 FFO $ 300,681 $ 298,622 $ 273,730 Net write-offs of accrued rental income 2,676 4,458 1,326 Other non-core income from real estate transactions (a) (2,070 ) (7,500 ) (2,469 ) Gain on insurance recoveries — — (341 ) Cost of debt extinguishment — 3 308 Severance and employee transition costs 385 1,622 401 Other (income) expenses (b) (6,201 ) 1,678 (5,690 ) Core FFO $ 295,471 $ 298,883 $ 267,265 Straight-line rent adjustment (21,652 ) (26,736 ) (21,900 ) Adjustment to provision for credit losses (17 ) (10 ) (5 ) Amortization of debt issuance costs 3,932 3,938 3,692 Amortization of net mortgage premiums — (78 ) (104 ) Non-capitalized transaction costs 951 — — Loss on interest rate swaps and other non-cash interest expense 209 1,884 2,514 Amortization of lease intangibles (c) (4,413 ) (5,846 ) (4,809 ) Stock-based compensation 7,355 5,972 5,316 Deferred taxes 155 (282 ) 204 AFFO $ 281,991 $ 277,725 $ 252,173 (a) Amount includes $1.2 million of lease termination fees and $0.9 million in income for the settlement of a permanent land easement for an insignificant portion of two of our properties during the year ended December 31, 2024.
Biggest changeThe following table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO and AFFO: For the Year Ended December 31, (in thousands, except per share data) 2025 2024 2023 Net income $ 99,416 $ 168,989 $ 163,312 Real property depreciation and amortization 163,752 155,844 158,346 Gain on sale of real estate (12,601) (73,153) (54,310) Provision for impairment on investment in rental properties 39,734 49,001 31,274 FFO $ 290,301 $ 300,681 $ 298,622 Net write-offs of accrued rental income 4,089 2,676 4,458 Other non-core income from real estate transactions (a) (348) (2,070) (7,500) Cost of debt extinguishment 166 — 3 Severance and employee transition costs 55 385 1,622 Other (income) expenses (b) 6,252 (6,201) 1,678 Core FFO $ 300,515 $ 295,471 $ 298,883 Straight-line rent adjustment (21,591) (21,652) (26,736) Adjustment to provision for credit losses (13) (17) (10) Amortization of debt issuance costs 5,488 3,932 3,938 Amortization of net mortgage premiums — — (78) Non-capitalized transaction costs 541 951 — Loss on interest rate swaps and other non-cash interest expense 6,139 209 1,884 Amortization of lease intangibles (c) (4,470) (4,413) (5,846) Stock-based compensation 9,597 7,355 5,972 Deferred taxes 75 155 (282) AFFO $ 296,281 $ 281,991 $ 277,725 (a) Amount includes $0.4 million, $1.2 million, and $7.5 million in lease termination fees for the years end December 31, 2025, 2024, and 2023, respectively, and $0.9 million in income for the settlement of a permanent land easement for an insignificant portion of two properties during the year ended December 31, 2024.
Refer to Non-GAAP Measures below for further details concerning our calculation of non-GAAP measures and reconciliations to the comparable GAAP measure. Liquidity/REIT Requirements Liquidity is a measure of our ability to meet potential cash requirements, including our ongoing commitments to repay debt, fund our operations, acquire and develop properties, make distributions to our stockholders, and other general business needs.
Refer to Non-GAAP Measures below for further details concerning our calculation of non-GAAP measures and reconciliations to the comparable GAAP measure. Liquidity/REIT Requirements Liquidity is a measure of our ability to meet potential cash requirements, including our ongoing commitments to repay debt, fund our operations, acquire and develop properties, make distributions to our stockholders, and fund other general business needs.
We compute Adjusted Funds From Operations (“AFFO”), by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, amortization of lease intangibles, adjustment to provision for credit losses, amortization of debt issuance costs, amortization of net mortgage premiums, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, loss on interest rate swaps and other non-cash interest expense, deferred taxes, stock-based compensation, and other specified non-cash items.
We compute Adjusted Funds From Operations (“AFFO”), by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, amortization of lease intangibles, adjustment to provision for credit losses, amortization of debt issuance costs, adjustment to provision for credit losses, amortization of net mortgage premiums, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, loss on interest rate swaps and other non-cash interest expense, deferred taxes, stock-based compensation, and other specified non-cash items.
The estimated fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant. The as-if-vacant value is then allocated to land and land improvements, buildings, and equipment based on comparable sales and other relevant information with respect to the property, as estimated by management.
The estimated fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant. The "if vacant" value is then allocated to land and land improvements, buildings, and equipment based on comparable sales and other relevant information with respect to the property, as estimated by management.
If, and when, such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the long-lived asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the long-lived asset or asset group and its eventual disposition.
If, and when, such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the long-lived asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the long-lived asset or asset group and its eventual disposition.
When an existing cash flow hedge is terminated, we determine the accounting treatment for the accumulated gain or loss recognized in Accumulated other comprehensive income (loss), based on the probability of the hedged forecasted transaction occurring within the period the cash flow hedge was anticipated to affect earnings.
When an existing cash flow hedge is terminated, we determine the accounting treatment for the accumulated gain or loss recognized in Accumulated other comprehensive income, based on the probability of the hedged forecasted transaction occurring within the period the cash flow hedge was anticipated to affect earnings.
For a portion of our portfolio, we have leases that are not fully net, and, therefore, we bear certain responsibilities for the maintenance and structural component replacements ( e.g., roof, structure, or parking lot) that may be required in the future, although the tenants are still required to pay all operating expenses associated with the property ( e.g. , real estate taxes, insurance, and maintenance).
For a portion of our portfolio, we have leases that are not fully net, and, therefore, we bear certain responsibilities for the maintenance and structural component replacements ( e.g., roof, structure, or parking lot) that may be required in the future, although the tenants are still required to pay all operating expenses associated with the property ( e.g. , real estate taxes, insurance, and maintenance and repair).
Under leases where we are required to bear the cost of structural repairs and replacements, we do not currently anticipate making significant capital expenditures or incurring other significant property costs, including as a result of inflationary pressures in the current economic environment, because of the strong occupancy levels across our portfolio and the net lease nature of our leases.
Under leases where we are required to bear the cost of structural repairs and replacements, we do not currently anticipate making significant capital expenditures or incurring other significant property-level costs, including as a result of inflationary pressures in the current economic environment, because of the strong occupancy levels across our portfolio and the net lease nature of our leases.
Changes in capitalization rates, interest rates, or other factors may impact our acquisition opportunities in the future. Market conditions may also impact the total returns we can achieve on our investments. Our investment volume also depends on our ability to access third-party debt and equity financing or our ability to recycle capital through property dispositions.
Changes in capitalization rates, interest rates, or other factors may impact our investment opportunities in the future. Market conditions may also impact the total returns we can achieve on our investments. Our investment volume also depends on our ability to access third-party debt and equity financing or our ability to recycle capital through property dispositions.
We believe that excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors. We use AFFO as a measure of our performance when we formulate corporate goals, and is a factor in determining management compensation.
We believe that excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors. We use AFFO as a measure of our performance when we formulate corporate goals and as a factor in determining management compensation.
Interest rate swaps are measured at fair value using inputs that are directly observable in active markets and are classified within Level 2 of the valuation hierarchy, using an income approach. Specifically, the fair value of the interest rate swaps is determined using a discounted cash flow analysis on the expected future cash flows of each instrument.
Interest rate swaps are measured at fair value using inputs that are directly observable in active markets and are classified within Level 2 of the fair value hierarchy, using an income approach. Specifically, the fair value of the interest rate swaps is determined using a discounted cash flow analysis on the expected future cash flows of each instrument.
Our interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate. 58 The interest rate swap agreements, designated and qualifying as cash flow hedges, are reported at fair value.
Our interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate. The interest rate swap agreements, designated and qualifying as cash flow hedges, are reported at fair value.
Factors that impact our fair value determination include real estate market conditions, industry conditions that the tenant operates in, and characteristics of the real estate and/or real estate appraisals. Changes in any of these factors could impact the future purchase prices of our investments and the corresponding capitalization rates recognized.
Factors that impact our fair value determination include real estate market conditions, tenant industry conditions, and characteristics of the real estate and/or real estate appraisals. Changes in any of these factors could impact the future purchase prices of our investments and the corresponding capitalization rates recognized.
We compute Core Funds From Operations (“Core FFO”) by adjusting FFO, as defined by Nareit, to exclude certain GAAP income and expense amounts that we believe are infrequently recurring, unusual in nature, or not related to its core real estate operations, including write-offs or recoveries of accrued rental income, gain on insurance recoveries, lease termination fees and other non-core income from real estate transactions, cost of debt extinguishment, unrealized and realized gains or losses on foreign currency transactions, severance and employee transition costs, and other extraordinary items.
We compute Core Funds From Operations (“Core FFO”) by adjusting FFO, as defined by Nareit, to exclude certain GAAP income and expense amounts that we believe are infrequently recurring, unusual in nature, or not related to its core real estate operations, including write-offs or recoveries of accrued rental income, lease termination fees and other non-core income from real estate transactions, cost of debt extinguishment, unrealized and realized gains or losses on foreign currency transactions, severance and employee transition costs, and other extraordinary items.
Investment Activity Our historical growth in revenues and earnings has been achieved through rent escalations associated with existing in-place leases, coupled with rental income generated from accretive property investments. Our ability to grow revenue will depend, to a significant degree, on our ability to identify and complete acquisitions that meet our investment criteria.
Investment Activity Our historical growth in revenues and earnings has been achieved through rent escalations associated with existing in-place leases, coupled with rental income generated from accretive property investments. Our ability to grow revenue will depend, to a significant degree, on our ability to identify and complete investment opportunities that meet our investment criteria.
Based on values as of December 31, 2024, taxable sales of the applicable properties would trigger liability under the three agreements of approximately $20.4 million. Based on information available, we do not believe that the events resulting in liability as detailed above have occurred or are likely to occur in the foreseeable future.
Based on values as of December 31, 2025, taxable sales of the applicable properties would trigger liability under the three agreements of approximately $20.4 million. Based on information available, we do not believe that the events resulting in liability as detailed above have occurred or are likely to occur in the foreseeable future.
On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on our financial statements. A summary of our significant accounting policies and procedures are included in Note 2, “Summary of Significant Accounting Policies”, contained in Item 8.
On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on our financial statements. A summary of our significant accounting policies and procedures are included in Note 2, “Summary of Significant Accounting Policies,” contained in Item 8.
Significant judgment is made to determine if and when impairment should be taken. Management’s assessment of impairment as of December 31, 2024 was based on the most current information available to management. Certain of our properties may have fair values less than their carrying amounts.
Significant judgment is made to determine if and when impairment should be taken. Management’s assessment of impairment as of December 31, 2025 was based on the most current information available to management. Certain of our properties may have fair values less than their carrying amounts.
While we believe the assumptions used to estimate the fair value of our reporting unit are reasonable, changes in these assumptions may have a material impact on our financial results. Based on the results of our annual goodwill impairment test on November 30, 2024, our annual goodwill impairment test date, we concluded that goodwill was not impaired.
While we believe the assumptions used to estimate the fair value of our reporting unit are reasonable, changes in these assumptions may have a material impact on our financial results. Based on the results of our annual goodwill impairment test on November 30, 2025, our annual goodwill impairment test date, we concluded that goodwill was not impaired.
For each of the previous three years, we paid dividends out of our cash flows from operations in excess of the distribution amounts required to maintain our REIT qualification. Contractual Obligations The following table provides information with respect to our contractual commitments and obligations as of December 31, 2024 (in thousands).
For each of the previous three years, we paid dividends out of our cash flows from operations in excess of the distribution amounts required to maintain our REIT qualification. Contractual Obligations The following table provides information with respect to our contractual commitments and obligations as of December 31, 2025 (in thousands).
Borrowings under the amended credit facility are subject to interest only payments at variable rates equal to the applicable reference rate plus a margin of 0.85% based on our current credit ratings of ‘BBB’ and ‘Baa2’ from S&P and Moody’s, respectively.
Borrowings under the Revolving Credit Facility are subject to interest only payments at variable rates equal to the applicable reference rate plus a margin of 0.85% based on our current credit ratings of ‘BBB’ and ‘Baa2’ from S&P and Moody’s, respectively.
We expect to achieve growth in revenues and earnings through our four core building blocks, which are (1) embedded same store net operating income growth through best-in-class portfolio rent escalations, stable rent collections, minimal credit losses, strong lease rollover outcomes, and accretive recycling, (2) revenue generating capital expenditures with existing tenants, (3) build-to-suit developments, and (4) a diversified acquisition pipeline.
We expect to achieve growth in revenues and earnings through our three core building blocks, which are (1) embedded same store net operating income growth through best-in-class portfolio rent escalations, stable rent collections, minimal credit losses, strong lease rollover outcomes, accretive recycling, and revenue generating capital expenditures with existing tenants, (2) build-to-suit developments, and (3) a diversified acquisition pipeline.
We use cash on hand and borrowings under our Revolving Credit Facility to initially fund investments, which are subsequently repaid or replaced with proceeds from our equity and debt capital markets activities as well as proceeds from dispositions.
We use cash on hand and borrowings under our Revolving Credit Facility to initially fund investments, which are subsequently repaid or replaced with proceeds from our equity and debt capital markets activities as well as proceeds from selective property dispositions.
As a result, it is unlikely that we will be able to retain substantial cash balances to meet our long-term liquidity needs, including repayment of debt and the acquisition of additional properties, from our annual taxable income. Instead, we expect to meet our long-term liquidity needs primarily by relying upon external sources of capital and proceeds from selective property dispositions.
As a result, it is unlikely that we will be able to retain substantial cash balances to meet our long-term liquidity needs, including repayment of debt and investment of additional properties, from our annual taxable income. Instead, we expect to meet our long-term liquidity needs primarily by relying upon external sources of capital and proceeds from selective property dispositions.
Debt Covenants We are subject to various covenants and financial reporting requirements pursuant to our debt facilities, which are summarized below. As of December 31, 2024, we believe we were in compliance with all of our covenants on all outstanding borrowings.
Debt Covenants We are subject to various covenants and financial reporting requirements pursuant to our debt facilities, which are summarized below. As of December 31, 2025, we believe we were in compliance with all of our covenants on all outstanding borrowings.
(c) Amount includes $1.5 million of accelerated amortization of lease intangibles for an early lease termination of a property during the year ended December 31, 2023. EBITDA, EBITDAre, Adjusted EBITDAre, Pro Forma Adjusted EBITDAre, Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre We compute EBITDA as earnings before interest, income taxes and depreciation and amortization.
(c) Amount includes $1.5 million of accelerated amortization of lease intangibles for an early lease termination of a property during the year ended December 31, 2023. 59 Table of Contents EBITDA, EBITDAre, Adjusted EBITDAre, Pro Forma Adjusted EBITDAre, Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre We compute EBITDA as earnings before interest, income taxes and depreciation and amortization.
At December 31, 2024 and 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation.
At December 31, 2025 and 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation.
Indications of a tenant’s inability to continue as a going concern, plans to vacate the property upon lease expiration, changes in our view or strategy relative to a tenant’s business or industry, or changes in our long-term hold strategies, could each be indicative of an impairment triggering event.
Indications of a tenant’s inability to continue as a going concern, plans to vacate the property 49 Table of Contents upon lease expiration, changes in our view or strategy relative to a tenant’s business or industry, or changes in our long-term hold strategies, could each be indicative of an impairment triggering event.
You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre.
You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. 60 Table of Contents The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre.
Short-term Liquidity Requirements Our short-term liquidity requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses as well as interest payments on our outstanding debt, to pay distributions, to fund our acquisitions that are under control or expected to close within a short time period, and to pay for commitments to fund build-to-suit developments, tenant improvements, revenue generating capital expenditures, and transitional capital investments.
Short-term Liquidity Requirements Our short-term liquidity requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses and interest payments on our outstanding debt, to pay distributions, to fund our acquisitions that are under control or expected to close within a short time period, and to pay for commitments to fund build-to-suit developments, revenue generating capital expenditures, and transitional capital investments.
Generally, all of our property related contracts are or contain leases, and therefore revenue is recognized when the lessee takes possession of or controls the physical use of the leased assets. In most instances this occurs on the lease commencement date.
Generally, all of our property-related contracts are or contain leases, and therefore revenue is recognized when the lessee takes possession of or controls the physical use of the leased asset(s). In most instances this occurs on the lease commencement date.
Rental Rates Our ability to grow rental revenue from our existing portfolio will depend on our ability to realize the rental escalations built into our leases. As of December 31, 2024, leases contributing approximately 97.4% of our ABR provided for increases in future ABR, generally ranging from 1.5% to 3.0% annually, with an ABR weighted average increase of 2.0%.
Rental Rates Our ability to grow rental revenue from our existing portfolio will depend on our ability to realize the rental escalations built into our leases. As of December 31, 2025, leases contributing approximately 97.6% of our ABR provided for increases in future ABR, generally ranging from 1.5% to 3.0% annually, with an ABR weighted average increase of 2.1%.
To the extent our properties become vacant and are not subject to a lease, we would forego rental income while remaining responsible for the payment of property taxes and maintaining the property until it is re-leased, which could negatively impact our operating results. Our portfolio was 99.1% occupied as of December 31, 2024.
To the extent our properties become vacant and are not subject to a lease, we would forego rental income while remaining responsible for the payment of property taxes and maintaining the property until it is re-leased, which could negatively impact our operating results. Our portfolio was 99.8% occupied as of December 31, 2025.
These generally include tangible assets, consisting of land and land improvements, buildings and other improvements, and equipment, and identifiable intangible assets and liabilities, including the value of in-place leases and acquired above-market and below-market leases. 56 We use multiple sources to estimate fair value, including information obtained about each property as a result of our pre-acquisition due diligence and our marketing and leasing activities.
These generally include tangible assets, consisting of land and land improvements, buildings and other improvements, and equipment, and identifiable intangible assets and liabilities, including the value of in-place leases and acquired above-market and below-market leases. We use multiple sources to estimate fair value, including information obtained about each property from our pre-acquisition due diligence and our marketing and leasing activities.
Series B Notes mature in July 2028, and the Series C Notes mature in July 2030. 2031 Senior Unsecured Public Notes Borrowings under the 2031 Senior Unsecured Public Notes are subject to interest only, semi-annual payments at a fixed rate of 2.60% per annum and mature in September 2031.
Series B Notes mature in July 2028, and the Series C Notes mature in July 2030. 2031 Senior Unsecured Public Notes Borrowings under the 2031 Senior Unsecured Public Notes are subject to interest only, semi-annual payments at a fixed rate of 2.60% per annum and mature in September 2031. 2032 Senior Unsecured Public Notes Borrowings under the 2032 Senior Unsecured Public Notes are subject to interest only, semi-annual payments at a fixed rate of 5.00% per annum and mature in November 2032.
We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses.
We believe 58 Table of Contents that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses.
As of December 31, 2024, our portfolio comprised approximately 39.4 million rentable square feet of operational space, was highly diversified based on property type, geography, tenant, and industry, and was cross-diversified within each ( e.g., property-type diversification within a geographic concentration): • Property Type : We are primarily diversified across industrial and retail property types.
As of December 31, 2025, our portfolio comprised approximately 41.6 million rentable square feet of operational space, was highly diversified based on property type, geography, tenant, and industry, and was cross-diversified within each ( e.g., property-type diversification within a geographic concentration): • Property Type : We are primarily diversified across industrial and retail property types.
(d) Our Revolving Credit Facility contains two six-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.0625% of the revolving commitments. 50 Revolving Credit Facility Our Revolving Credit Facility has a $1.0 billion capacity with a maturity date of March 2026 and contains two six-month extension options, subject to certain conditions, including an extension fee equal to 0.0625%.
Revolving Credit Facility Our Revolving Credit Facility has a $1.0 billion capacity with a maturity date of March 2029 and contains two six-month extension options, subject to certain conditions, including the payment of an extension fee equal to 0.0625%.
Non-GAAP Measures FFO, Core FFO, and AFFO We compute Funds From Operations (“FFO”) in accordance with the standards established by the Board of Governors of Nareit, the worldwide representative voice for REITs and publicly traded real estate companies with an interest in the U.S. real estate and capital markets.
Non-GAAP Measures FFO, Core FFO, and AFFO We compute Funds From Operations (“FFO”) in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“Nareit”), the worldwide representative voice for REITs and publicly traded real estate companies with an interest in the U.S. real estate and capital markets.
Generally, our rent escalators increase rent on specified dates by a fixed percentage. Approximately 12.1% of our rent escalators are based on an increase in the CPI over a specified period and 2.6% of our leases are flat leases, meaning they do not provide for rent increases during their terms.
Generally, our rent escalators increase rent on specified dates by a fixed percentage. Approximately 10.9% of our rent escalators are based on an increase in the CPI over a specified period and 2.4% of our leases are flat leases, meaning they do not provide for rent increases during their terms.
Approximately 67.3% of our ABR was derived from leases that will expire after 2030, and no more than 12.3% of our ABR was derived from leases that expire in any single year up to 2030.
Approximately 70.3% of our ABR was derived from leases that will expire after 2030, and no more than 11.3% of our ABR was derived from leases that expire in any single year up to 2030.
Impact of Inflation Our leases with tenants of our properties are long-term in nature, with a current weighted average remaining lease term of 10.2 years as of December 31, 2024. To mitigate the impact of inflation on our fixed revenue streams, we have implemented limited escalation clauses in our leases.
Impact of Inflation Our leases with tenants of our properties are long-term in nature, with a current weighted average remaining lease term of 9.6 years as of December 31, 2025. To mitigate the impact of inflation on our fixed revenue streams, we have implemented limited escalation clauses in our leases.
We expect our cash provided by operating activities, as discussed below, will be sufficient to pay for our current obligations including interest and mortgage amortization. We expect to pay for commitments to fund investments and our dividends declared using our Revolving Credit Facility. As of December 31, 2024, we have $907.0 million of available capacity under our Revolving Credit Facility.
We expect our cash provided by operating activities, as discussed below, will be sufficient to pay for our current obligations including interest and mortgage amortization. We expect to pay for commitments to fund investments and our dividends declared using our Revolving Credit Facility. At December 31, 2025, we have $723.5 million of available capacity under our Revolving Credit Facility.
Within these sectors, we have meaningful concentrations in manufacturing, distribution and warehouse, food processing, general merchandise, casual dining, and quick service restaurants. • Geographic Diversification : Our properties are located in 44 U.S. states and four Canadian provinces, with no single geographic concentration exceeding 9.6% of our ABR. • Tenant and Industry Diversification : Our properties are occupied by 202 different commercial tenants who operate 190 distinct brands that are diversified across 55 varying industries, with no single tenant accounting for more than 4.1% of our ABR. • Strong In-Place Leases with Significant Remaining Lease Term .
Within these sectors, we have meaningful concentrations in distribution and warehouse, manufacturing, food processing, general merchandise, quick service restaurants, and casual dining. • Geographic Diversification : Our properties are located in 44 U.S. states and four Canadian provinces, with no single geographic concentration exceeding 10.2% of our ABR. • Tenant and Industry Diversification : Our properties are occupied by 206 different commercial tenants who operate 197 distinct brands that are diversified across 57 varying industries, with no single tenant accounting for more than 3.9% of our ABR. • Strong In-Place Leases with Significant Remaining Lease Term .
We have no material debt maturities until 2026, as detailed in the table below. 49 We expect to meet our long-term liquidity requirements primarily from borrowings under our Revolving Credit Facility, future debt and equity financings, as well as proceeds from dispositions.
We have no material debt maturities until 2027, as detailed in the table below. We expect to meet our long-term liquidity requirements primarily from borrowings under our Revolving Credit Facility, future debt and equity financings, and proceeds from selective property dispositions.
Our Canadian investments are recorded at their historical exchange rates, and therefore are not impacted by changes in the value of the Canadian dollar. Cash Flows Cash and cash equivalents and restricted cash totaled $16.0 million, $20.6 million, and $60.0 million at December 31, 2024, 2023, and 2022, respectively.
Our Canadian investments are recorded at their historical exchange rates, and therefore are not impacted by changes in the value of the Canadian dollar. 57 Table of Contents Cash Flows Cash and cash equivalents and restricted cash totaled $33.6 million, $16.0 million, and $20.6 million at December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2024, our portfolio was approximately 99.1% leased with an ABR weighted average remaining lease term of approximately 10.2 years, excluding renewal options. • Standard Contractual Base Rent Escalation . Approximately 97.4% of our leases have contractual rent escalations, with an ABR weighted average increase of 2.0%. • Extensive Tenant Financial Reporting .
As of December 31, 2025, our portfolio was approximately 99.8% leased with an ABR weighted average remaining lease term of approximately 9.6 years, excluding renewal options. • Standard Contractual Base Rent Escalation . Approximately 97.6% of our leases have contractual rent escalations, with an ABR weighted average increase of 2.1%. • Extensive Tenant Financial Reporting .
As of December 31, 2024, substantially all of our leases had contractual rent escalations, with an ABR weighted average increase of 2.0%.
As of December 31, 2025, substantially all of our leases had contractual rent escalations, with an ABR weighted average increase of 2.1%.
Lease Renewals and Occupancy As of December 31, 2024, the ABR weighted average remaining term of our portfolio was approximately 10.2 years, excluding tenant renewal options, and 16 leases, or approximately 1.2% of ABR, will expire during 2025. Approximately 3% of the properties in our portfolio are subject to tenant leases without at least one renewal option.
Lease Renewals and Occupancy As of December 31, 2025, the ABR weighted average remaining term of our portfolio was approximately 9.6 years, excluding tenant renewal options, and 22 leases, or approximately 3.3% of ABR, will expire during 2026. Approximately 3% of the properties in our portfolio are subject to tenant leases without at least one renewal option.
In addition, although we attempt to limit our total floating-rate debt exposure, changes in the interest rate environment could either increase or decrease our weighted average interest rate in the future. As of December 31, 2024, 97.2% of our $1.9 billion of debt is fixed through fixed rates and $939.5 million of interest rate swap notional.
In addition, although we attempt to limit our total floating-rate debt exposure, changes in the interest rate environment could either increase or decrease our weighted average interest rate in the future. As of December 31, 2025, 87.2% of our $2.5 billion of debt is fixed through fixed rates and $943.0 million of interest rate swap notional.
Property Dispositions From time to time, we strategically dispose of properties, primarily when we believe the risk profile has changed and become misaligned with our then current risk-adjusted return objectives.
Property Dispositions From time to time, we strategically dispose of properties, primarily when we believe the risk profile has changed and become misaligned with our then current risk-adjusted return objectives or opportunistically when the capital can be redeployed accretively.
(e) Represents the estimated costs to be incurred to complete development of each project. We expect to update our estimates upon completion of the project, or sooner if there are any significant changes to expected costs from quarter to quarter. Excludes capitalized costs consisting of capitalized interest and other acquisition costs.
We expect to update our estimates upon completion of the project, or sooner if there are any significant changes to expected costs from quarter to quarter. Excludes capitalized costs consisting of capitalized interest and other acquisition costs.
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 59
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 65 Table of Contents
The increase in net cash provided by investing activities during the year ended December 31, 2023 as compared to 2022 was mainly due to increased proceeds from disposition activity. 52 The decrease in net cash used in financing activities during the year ended December 31, 2024 as compared to the year ended December 31, 2023, mainly reflects an increase in net borrowings on the Revolving Credit Facility and increased distributions paid to shareholders in 2024 compared to 2023.
The decrease in net cash used in financing activities during the year ended December 31, 2024 as compared to the year ended December 31, 2023, mainly reflects an increase in net borrowings on the Revolving Credit Facility and increased distributions paid to shareholders in 2024 as compared to 2023.
In the normal course of business, we enter into various types of commitments to purchase real estate properties. These commitments are generally subject to our customary due diligence process and, accordingly, a number of specific conditions must be met before we are obligated to purchase the properties.
These commitments are generally subject to our customary due diligence process and, accordingly, a number of specific conditions must be met before we are obligated to purchase the properties.
At December 31, 2024, the balance includes $100 million CAD borrowings remeasured to $69.5 million USD, and was subject to the daily simple Canadian Overnight Repo Rate Average (“CORRA”) of 3.32%. (b) At December 31, 2024, one-month SOFR was 4.33%. (c) At December 31, 2024, overnight SOFR was 4.49%.
At December 31, 2025, the balance includes $100.0 million CAD borrowings remeasured to $73.0 million USD, and was subject to the daily simple Canadian Overnight Repo Rate Average (“CORRA”) of 2.30%. (b) At December 31, 2025, overnight SOFR was 3.87%. (c) At December 31, 2025, one-month SOFR was 3.69%.
During the year ended December 31, 2024, we recognized a gain of $73.2 million on the sale of 58 properties, compared to a gain of $54.3 million on the sale of 14 properties during the year ended December 31, 2023.
During the year ended December 31, 2025, we recognized a gain of $12.6 million on the sale of 28 properties, compared to a gain of $73.2 million on the sale of 58 properties during the year ended December 31, 2024.
As of December 31, 2024, our portfolio includes 765 properties, with 758 properties located in 44 U.S. states and seven properties located in four Canadian provinces.
As of 44 Table of Contents December 31, 2025, our portfolio includes 771 properties, with 764 properties located in 44 U.S. states and seven properties located in four Canadian provinces.
As of December 31, 2024, we had total debt outstanding of $1.9 billion, Net Debt of $1.9 billion, Pro Forma Net Debt of $1.9 billion, a Net Debt to Annualized Adjusted EBITDAre ratio of 5.0x, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 4.9x.
As of December 31, 2025, we had total debt outstanding of $2.5 billion, Net Debt of $2.5 billion, Pro Forma Net Debt of $2.5 billion, a Net Debt to Annualized Adjusted EBITDAre ratio of 6.0x, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 5.8x.
Information is also presented with respect to Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre: For the Three Months Ended December 31, (in thousands) 2024 2023 2022 Net income $ 27,607 $ 6,797 $ 36,773 Depreciation and amortization 42,987 39,278 45,606 Interest expense 19,565 18,972 23,773 Income taxes 527 (268 ) 105 EBITDA $ 90,686 $ 64,779 $ 106,257 Provision for impairment of investment in rental properties 17,690 29,801 — Gain on sale of real estate (8,197 ) (6,270 ) (10,625 ) EBITDAre $ 100,179 $ 88,310 $ 95,632 Adjustment for current quarter acquisition activity (a) 28 153 1,283 Adjustment for current quarter disposition activity (b) (11 ) (156 ) (440 ) Adjustment to exclude non-recurring expenses (income) (c) 348 128 — Adjustment to exclude net write-offs of accrued rental income 120 4,161 — Adjustment to exclude gain on insurance recoveries — — (341 ) Adjustment to exclude realized/unrealized foreign exchange (gain) loss (4,699 ) 1,453 796 Adjustment to exclude cost of debt extinguishments — — 77 Adjustment to exclude other income from real estate transactions (d) (1,183 ) — (1,678 ) Adjusted EBITDAre $ 94,782 $ 94,049 $ 95,329 Estimated revenues from developments (e) 334 — — Pro Forma Adjusted EBITDAre $ 95,116 $ 94,049 $ 95,329 Annualized EBITDAre $ 400,716 $ 353,240 $ 382,528 Annualized Adjusted EBITDAre $ 379,128 $ 376,196 $ 381,316 Pro Forma Annualized Adjusted EBITDAre $ 380,464 $ 376,196 $ 381,316 (a) Reflects an adjustment to give effect to all investments during the quarter as if they had been made as of the beginning of the quarter.
Information is also presented with respect to Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre: For the Three Months Ended December 31, (in thousands) 2025 2024 2023 Net income $ 35,028 $ 27,607 $ 6,797 Depreciation and amortization 41,768 42,987 39,278 Interest expense 25,051 19,565 18,972 Income taxes 392 527 (268) EBITDA $ 102,239 $ 90,686 $ 64,779 Provision for impairment of investment in rental properties 4,667 17,690 29,801 Gain on sale of real estate (8,371) (8,197) (6,270) EBITDAre $ 98,535 $ 100,179 $ 88,310 Adjustment for current quarter acquisition activity (a) 1,821 28 153 Adjustment for current quarter disposition activity (b) (286) (11) (156) Adjustment to exclude non-recurring expenses (income) (c) 2,515 348 128 Adjustment to exclude net write-offs of accrued rental income 1,103 120 4,161 Adjustment to exclude realized/unrealized foreign exchange loss (gain) 1,282 (4,699) 1,453 Adjustment to exclude other income from real estate transactions (d) (392) (1,183) — Adjusted EBITDAre $ 104,578 $ 94,782 $ 94,049 Estimated revenues from developments (e) 2,867 334 — Pro Forma Adjusted EBITDAre $ 107,445 $ 95,116 $ 94,049 Annualized EBITDAre $ 394,140 $ 400,716 $ 353,240 Annualized Adjusted EBITDAre $ 418,312 $ 379,128 $ 376,196 Pro Forma Annualized Adjusted EBITDAre $ 429,780 $ 380,464 $ 376,196 (a) Reflects an adjustment to give effect to all investments during the quarter as if they had been made as of the beginning of the quarter.
As of December 31, 2024, we had 30 effective and nine forward-starting interest rate swaps with an aggregate notional amount of $1.4 billion. Under the effective swap agreements, we receive monthly payments from the counterparties equal to the related variable interest rates multiplied by the outstanding notional amounts.
As of December 31, 2025, we had 27 effective interest rate swaps with an aggregate notional amount of $943.0 million. Under the effective swap agreements, we receive monthly payments from the counterparties equal to the related variable interest rates multiplied by the outstanding notional amounts.
If one or more of these criteria are met, the lease will generally be classified as a sales-type lease, unless the lease contains a residual value guarantee from a third party other than the lessee, in which case it would be classified as a direct financing lease under certain circumstances.
If one or more of these criteria are met, the lease will generally be classified as a sales-type lease, unless the lease contains a residual value guarantee from a third party other than the lessee, in which case it would be classified as a direct financing lease under certain circumstances. 64 Table of Contents We account for the right to use land as a separate lease component, unless the accounting effect of doing so would be insignificant.
Amount includes $7.5 million and $2.5 million in lease termination fees for the year ended December 31, 2023 and 2022, respectively. (b) Amount includes ($6.2) million, $1.7 million, and ($5.6) million of unrealized foreign exchange (gain) loss for the years ended December 31, 2024, 2023, and 2022, respectively, primarily associated with our Canadian dollar denominated Revolver Credit Facility borrowings.
(b) Amount includes $3.7 million, ($6.2) million, and $1.7 million of unrealized foreign exchange (gain) loss for the years ended December 31, 2025, 2024, and 2023, respectively, primarily associated with our Canadian dollar denominated Revolver Credit Facility borrowings, and a $2.5 million write-off of a non-real estate note receivable during the year ended December, 31, 2025.
The following table reconciles total debt (which is the most comparable GAAP measure) to Net Debt, Pro Forma Net Debt, and presents the ratios of Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, respectively: As of December 31, (in thousands) 2024 2023 Debt Revolving Credit Facility $ 93,014 $ 90,434 Unsecured term loans, net 897,201 895,947 Senior unsecured notes, net 846,064 845,309 Mortgages, net 76,846 79,068 Debt issuance costs 6,802 8,848 Gross Debt 1,919,927 1,919,606 Cash and cash equivalents (14,845 ) (19,494 ) Restricted cash (1,148 ) (1,138 ) Net Debt $ 1,903,934 $ 1,898,974 Estimated net proceeds from forward equity agreements (a) (38,514 ) — Pro Forma Net Debt $ 1,865,420 $ 1,898,974 Leverage Ratios: Net Debt to Annualized EBITDAre 4.8x 5.4x Net Debt to Annualized Adjusted EBITDAre 5.0x 5.0x Pro Forma Net Debt to Annualized Adjusted EBITDAre 4.9x 5.0x (a) Represents pro forma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented.
The following table reconciles total debt (which is the most comparable GAAP measure) to Net Debt, Pro Forma Net Debt, and presents the ratios of Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, respectively: As of December 31, (in thousands) 2025 2024 Debt Revolving Credit Facility $ 266,036 $ 93,014 Unsecured term loans, net 994,219 897,201 Senior unsecured notes, net 1,190,738 846,064 Mortgages, net 56,689 76,846 Debt issuance costs 15,072 6,802 Gross Debt 2,522,754 1,919,927 Cash and cash equivalents (30,540) (14,845) Restricted cash (3,102) (1,148) Net Debt $ 2,489,112 $ 1,903,934 Estimated net proceeds from forward equity agreements (a) (10,964) (38,514) Pro Forma Net Debt $ 2,478,148 $ 1,865,420 Leverage Ratios: Net Debt to Annualized EBITDAre 6.3x 4.8x Net Debt to Annualized Adjusted EBITDAre 6.0x 5.0x Pro Forma Net Debt to Annualized Adjusted EBITDAre 5.8x 4.9x (a) Represents pro forma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented.
The remaining impairments recognized during the year ended December 31, 2024 were immaterial. 57 Goodwill Goodwill represents the excess of the amount paid over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and it assigned to one or more reporting units.
Goodwill Goodwill represents the excess of the amount paid over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is assigned to one or more reporting units.
(c) Represents our current estimate of the period in which we will have substantially completed a project and the project is made available for occupancy. We expect to update our timing estimates on a quarterly basis. (d) Represents the contractual maximum amount of costs that we are committed to fund for the build-to-suit development project.
(b) Represents our current estimate of the period in which we will have substantially completed a project and the project is made available for occupancy. We expect to update our timing estimates on a quarterly basis. (c) Represents the estimated costs to be incurred to complete development of each project.
We determine the valuation of impaired assets using generally accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations, and bona fide purchase offers received from third parties. We may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of our real estate.
We determine the valuation of impaired assets using generally accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations, and bona fide purchase offers received from third parties.
As of December 31, 2024, master leases contributed 69.1% of the ABR associated with multi-site tenants (394 of 656 properties), and 41.4% of our overall ABR (394 of our 765 properties). 44 Interest Expense We anticipate that we will continue to incur debt to fund future investment activity, which will increase the amount of interest expense we incur.
As of December 31, 2025, master leases contributed 64.9% of the ABR associated with multi-site tenants (379 of 658 properties), and 38.6% of our overall ABR (379 of our 771 properties). Interest Expense We anticipate that we will continue to incur debt to fund future investment activity, which will increase the amount of interest expense we incur.
(in thousands, except interest rates) Outstanding Balance Interest Rate Maturity Date Revolving Credit Facility $ 93,014 Applicable reference rate + 0.85% (a) Mar. 2026 (d) Unsecured term loans: 2026 Unsecured Term Loan 400,000 one-month adjusted SOFR + 1.00% (b) Feb. 2026 2027 Unsecured Term Loan 200,000 daily simple adjusted SOFR + 0.95% (c) Aug. 2027 2029 Unsecured Term Loan 300,000 daily simple adjusted SOFR + 1.25% (c) Aug. 2029 Total unsecured term loans 900,000 Unamortized debt issuance costs, net (2,799 ) Total unsecured term loans, net 897,201 Senior unsecured notes: 2027 Senior Unsecured Notes - Series A 150,000 4.84% Apr. 2027 2028 Senior Unsecured Notes - Series B 225,000 5.09% Jul. 2028 2030 Senior Unsecured Notes - Series C 100,000 5.19% Jul. 2030 2031 Senior Unsecured Public Notes 375,000 2.60% Sep. 2031 Total senior unsecured notes 850,000 Unamortized debt issuance costs and original issuance discount, net (3,936 ) Total senior unsecured notes, net 846,064 Total unsecured debt $ 1,836,279 (a) At December 31, 2024, a balance of $23.5 million was subject to daily simple SOFR.
(in thousands, except interest rates) Outstanding Balance Interest Rate Maturity Date Revolving Credit Facility $ 266,036 applicable reference rate + 0.85% (a) Mar. 2029 (d) Unsecured term loans: 2027 Unsecured Term Loan 200,000 daily simple SOFR + 0.95% (b) Aug. 2027 2028 Unsecured Term Loan 500,000 one-month SOFR + 0.95% (c) Mar. 2028 (e) 2029 Unsecured Term Loan 300,000 daily simple SOFR + 0.95% (b) Feb. 2029 (f) Total unsecured term loans 1,000,000 Unamortized debt issuance costs, net (5,781) Total unsecured term loans, net 994,219 Senior unsecured notes: 2027 Senior Unsecured Notes - Series A 150,000 4.84% Apr. 2027 2028 Senior Unsecured Notes - Series B 225,000 5.09% Jul. 2028 2030 Senior Unsecured Notes - Series C 100,000 5.19% Jul. 2030 2031 Senior Unsecured Public Notes 375,000 2.60% Sep. 2031 2032 Senior Unsecured Public Notes 350,000 5.00% Nov. 2032 Total senior unsecured notes 1,200,000 Unamortized debt issuance costs and original issuance discounts, net (9,262) Total senior unsecured notes, net 1,190,738 Total unsecured debt $ 2,450,993 (a) At December 31, 2025, a balance of $193.0 million was subject to daily simple SOFR.
The table below shows information concerning cash flows for the years ended December 31, 2024, 2023, and 2022: For the Year Ended December 31, (in thousands) 2024 2023 2022 Net cash provided by operating activities $ 276,253 $ 271,074 $ 255,914 Net cash (used in) provided by investing activities (59,703 ) 24,338 (859,643 ) Net cash (used in) provided by financing activities (221,189 ) (334,820 ) 636,000 (Decrease) increase in cash and cash equivalents and restricted cash $ (4,639 ) $ (39,408 ) $ 32,271 The increase in net cash provided by operating activities during the year ended December 31, 2024 as compared to 2023 was mainly due to a decrease in interest expense.
The table below shows information concerning cash flows for the years ended December 31, 2025, 2024, and 2023: For the Year Ended December 31, (in thousands) 2025 2024 2023 Net cash provided by operating activities $ 299,496 $ 276,253 $ 271,074 Net cash (used in) provided by investing activities (675,273) (59,703) 24,338 Net cash provided by (used in) financing activities 393,426 (221,189) (334,820) Increase (decrease) in cash and cash equivalents and restricted cash $ 17,649 $ (4,639) $ (39,408) The increase in net cash provided by operating activities during the year ended December 31, 2025 as compared to 2024 was mainly due to increased contractual rents related to rent escalations and growth in our real estate portfolio.
Our current investment grade credit ratings are ‘BBB’ from S&P Global Ratings (“S&P”) and ‘Baa2’ from Moody’s Investors Service (“Moody’s”), which allow us to take advantage of the lower cost of debt.
Any changes to our debt structure or debt financing associated with property investments, could materially influence our operating results depending on the terms of any such debt. Our current investment grade credit ratings are ‘BBB’ from S&P Global Ratings (“S&P”) and ‘Baa2’ from Moody’s Investors Service (“Moody’s”), which allow us to take advantage of the lower cost of debt.
Under the terms of our ATM Program we may, from time to time, publicly offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million.
Equity Capital Resources Our equity capital is primarily provided through our at-the-market common equity offering program (“ATM Program”), as well as follow-on equity offerings. Under the terms of our ATM Program we may, from time to time, publicly offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million.
The ATM Program provides for forward sale agreements, which enable us to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds.
The ATM Program provides for forward sale agreements, which enable us to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds. After considering the shares sold subject to forward sale agreements, we have $348.6 million of capacity remaining under the ATM Program as of December 31, 2025.
In addition, the Revolving Credit Facility is subject to a facility fee on the amount of the revolving commitments, based on our credit rating.
In addition, the Revolving Credit Facility is subject to a facility fee on the amount of the revolving commitments, based on our credit rating. The applicable facility fee is 0.20% per annum. The Company may issue letters of credit up to $20.0 million under the Revolving Credit Facility.
However, based on management’s plans with respect to each of those properties, we believe that their carrying amounts are recoverable and therefore, no impairment charges were recognized other than those described below.
However, based on management’s plans with respect to each of those properties, we believe that their carrying amounts are recoverable and therefore, no impairment charges were recognized other than those described below. If operating conditions deteriorate or if our expected holding period for assets changes, subsequent tests for impairments could result in additional impairment charges in the future.
The following table summarizes our impairment charges resulting primarily from changes in our long-term hold strategy with respect to the individual properties: Year Ended December 31, (in thousands, except number of properties) 2024 2023 2022 Number of properties 18 4 3 Carrying value prior to impairment charge $ 146,811 $ 62,720 $ 12,721 Fair value 97,810 31,446 7,186 Impairment charge $ 49,001 $ 31,274 $ 5,535 During the year ended December 31, 2024, we recognized impairment of $49.0 million, resulting from changes in our long-term hold strategy with respect to the individual properties.
We may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of our real estate. 63 Table of Contents The following table summarizes our impairment charges resulting primarily from changes in our long-term hold strategy with respect to the individual properties: Year Ended December 31, (in thousands, except number of properties) 2025 2024 2023 Number of properties 19 18 4 Carrying value prior to impairment charge $ 127,542 $ 146,811 $ 62,720 Fair value 87,808 97,810 31,446 Impairment charge $ 39,734 $ 49,001 $ 31,274 During the year ended December 31, 2025, we recognized $39.7 million of impairment on our investments in rental properties, primarily from changes in our long-term hold strategy with respect to the individual properties.
As interest rate swaps mature, we will be subject to interest rate risk from changes in rates on our floating-rate debt to the extent we do not enter into new interest rate swaps. Any changes to our debt structure or debt financing associated with property investments, could materially influence our operating results depending on the terms of any such debt.
As interest rate swaps mature, we will be subject to interest rate risk from changes in rates on our floating-rate 48 Table of Contents debt to the extent we do not enter into new interest rate swaps.
We account for acquisitions of real estate as asset acquisitions in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, as substantially all of the fair value of the assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets.
Rental property accounted for under direct financing leases and sales-type are recorded at its net investment, which generally represents the cost of the property at the inception of the lease. 62 Table of Contents We account for acquisitions of real estate as asset acquisitions in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, as substantially all of the fair value of the assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets.
As detailed in the contractual obligations table below, we have approximately $300.4 million of expected obligations due throughout 2025, primarily consisting of $169.0 million of commitments to fund investments, $57.2 million of dividends declared, $54.1 million of projected interest expense, and $20.2 million of mortgage amortization.
As detailed in the contractual obligations table below, we have approximately $383.4 million of expected obligations due throughout 2026, consisting of $197.6 million of commitments to fund investments, $107.8 million of projected interest 53 Table of Contents expense, $59.5 million of dividends declared, $16.8 million of mortgage payments and amortization, and $1.5 million of lessee obligations.
(b) Reflects an adjustment to give effect to all dispositions during the quarter as if they had been sold as of the beginning of the quarter. (c) Amount includes $0.2 million accelerated lease intangible amortization and $0.1 million of severance and employee transition costs for the three months ended December 31, 2024.
(b) Reflects an adjustment to give effect to all dispositions during the quarter as if they had been sold as of the beginning of the quarter. (c) Amount includes a $2.5 million write-off of a non-real estate note receivable for the three months ended December 31, 2025.

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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 changeOur Canadian investments are recorded at their historical exchange rates, and therefore are not impacted by changes in the value of the Canadian dollar. 60
Biggest changeOur Canadian investments are recorded at their historical exchange rates, and therefore are not impacted by changes in the value of the Canadian dollar. 66 Table of Contents
Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk Interest Rate Risk We are exposed to certain market risks, one of the most predominant of which is a change in interest rates. Increases in interest rates can result in increased interest expense under our Revolving Credit Facility and other variable-rate debt.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk We are exposed to certain market risks, one of the most predominant of which is a change in interest rates. Increases in interest rates can result in increased interest expense under our Revolving Credit Facility and other variable-rate debt.
Taking into account the effect of our interest rate swaps, a 1% increase or decrease in interest rates would have a corresponding $0.5 million increase or decrease in interest expense annually. With the exception of our interest rate swap transactions, we have not engaged in transactions in derivative financial instruments or derivative commodity instruments.
Taking into account the effect of our interest rate swaps, a 1% increase or decrease in interest rates would have a corresponding $3.2 million increase or decrease in interest expense annually. With the exception of our interest rate swap transactions, we have not engaged in transactions in derivative financial instruments or derivative commodity instruments.
Borrowings pursuant to our Revolving Credit Facility and other variable-rate debt bear interest at rates based on the applicable reference rate plus an applicable margin, and totaled $1.0 billion as of December 31, 2024, of which $939.5 million was swapped to a fixed rate by our use of interest rate swaps.
Borrowings pursuant to our Revolving Credit Facility and other variable-rate debt bear interest at rates based on the applicable reference rate plus an applicable margin, and totaled $1.3 billion as of December 31, 2025, of which $943.0 million was swapped to a fixed rate by our use of interest rate swaps.
Our fixed-rate debt had a carrying value and fair value of approximately $1.9 billion and $1.7 billion, respectively, as of December 31, 2024. Changes in market interest rates impact the fair value of our fixed-rate debt and interest rate swaps, but they have no impact on interest incurred or on cash flows.
Our fixed-rate debt had a carrying value and fair value of approximately $2.2 billion and $2.2 billion, respectively, as of December 31, 2025. Changes in market interest rates impact the fair value of our fixed-rate debt and interest rate swaps, but they have no impact on interest incurred or on cash flows.
A 1% increase in market interest rates would have resulted in a decrease in the fair value of our fixed-rate debt as of approximately $35.7 million as of December 31, 2024.
A 1% increase in market interest rates would have resulted in a decrease in the fair value of our fixed-rate debt as of approximately $49.6 million as of December 31, 2025.

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