AGREE REALTY CORP

Previous wording

The following should be read in conjunction with the interim condensed consolidated financial statements of Agree Realty Corporation (the “Company”), a Maryland corporation, including the respective notes thereto, which are included in this Quarterly Report on Form 10-Q. The terms “Company,” “Management,” “we,” “our” and “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including Agree Limited Partnership (the “Operating Partnership”), a Delaware limited partnership.

Current wording

The following discussion should be read in conjunction with the condensed consolidated financial statements of Agree Realty Corporation (the “Company”), a Maryland corporation, including the respective notes thereto, which are included elsewhere in this Quarterly Report on Form 10-Q. The terms “Company,” “Management,” “we,” “our” and “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including Agree Limited Partnership (the “Operating Partnership”), a Delaware limited partnership.

Previous wording

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector, including due to the adverse impacts of tariffs, and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; risks related to the impacts of artificial intelligence; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of…

Excerpt shortened here; the source contains the full paragraph.

Current wording

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector, including due to the adverse impact of tariffs, and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; risks related to the impacts of artificial intelligence; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

As of September 30, 2025, the Company’s portfolio consisted of 2,603 properties located in all 50 states and totaling approximately 53.7 million square feet of gross leasable area (“GLA”). The portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.0 years. A significant majority of the Company’s properties are leased to national tenants and approximately 66.7% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

Current wording

As of March 31, 2026, the Company’s portfolio consisted of 2,756 properties located in all 50 states and totaling approximately 57.5 million square feet of gross leasable area (“GLA”). The portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 7.8 years. A significant majority of the Company’s properties are leased to national tenants and approximately 65.4% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

Previous wording

The Company’s real estate investment portfolio grew from approximately $7.13 billion in net investment amount representing 2,271 properties with 47.2 million square feet of GLAas of September 30, 2024 to approximately $8.30 billion in net investment amount representing 2,603 properties with 53.7 million square feet of GLA at September 30, 2025. The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2025 on acquisitions that were made during 2024. Similarly, the full rental income impact of acquisitions made during 2025 to date will not be seen until the remainder of 2025.

Current wording

The Company’s real estate investment portfolio grew from approximately $7.70 billion in net investment amount representing 2,422 properties with 50.3 million square feet of GLA as of March 31, 2025, to approximately $8.89 billion in net investment amount representing 2,756 properties with 57.5 million square feet of GLA at March 31, 2026. The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2026 on acquisitions, development and DFP projects that were completed during 2025. Similarly, the full rental income impact of acquisitions made during 2026 will not be realized until 2027.

Previous wording

Comparison of the three months ended September 30, 2025 to the three months ended September 30, 2024 (dollars in thousands)

Current wording

Comparison of three months ended March 31, 2026 to the three months ended March 31, 2025 (dollars in thousands)

Previous wording

The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisition and the ownership of an increased number of properties during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, as further described underResults of Operations - Overall above.

Current wording

The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisition and the ownership of an increased number of properties during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, as further described under Results of Operations - Overall above.

Previous wording

General and administrative expenses increased $1.8 million, or 19%, to $10.9 million for the three months ended September 30, 2025, compared to $9.1 million for the three months ended September 30, 2024. The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock-based compensation expense. General and administrative expenses as a percentage of total revenue was 5.9% for the three months ended September 30, 2025 and 2024.

Current wording

General and administrative expenses increased $0.7 million, or 7%, to $11.5 million for the three months ended March 31, 2026, compared to $10.8 million for the three months ended March 31, 2025. The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock-based compensation expense as a result of changing the vesting period for awards granted beginning in 2023. General and administrative expenses as a percentage of total revenue decreased to 5.7% for the three months ended March 31, 2026, compared to 6.4% for the three months ended March 31, 2025.

Previous wording

Interest expense, net increased $6.3 million, or 22%, to $35.2 million for the three months ended September 30, 2025, compared to $28.9 million for the three months ended September 30, 2024. The increase in interest expense, net was primarily a result of higher levels of borrowings during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 in order to finance the acquisition and development of additional properties. Interest expense, net increased approximately $4.9 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025, partially offset by a decrease in interest due to the repayment of the $50.0 million 2025 Senior Unsecured Notes in May 2025. In addition, interest expense on the Revolving Credit Facility (defined below) and Commercial Paper Notes (defined below) increased approximately $1.5 million due to higher levels of borrowings, partially offset by lower average borrowing rates, during the three months ended September 30, 2025 compared to the same period in 2024.

Current wording

Interest expense, net increased $5.2 million, or 17%, to $36.0 million for the three months ended March 31, 2026, compared to $30.8 million for the three months ended March 31, 2025. The increase in interest expense, net was primarily a result of higher levels of borrowings during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, in order to finance the acquisition and development of additional properties. Interest expense, net increased approximately $4.9 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025, partially offset by a decrease in interest due to the repayment of the $50.0 million 2025 Senior Unsecured Notes in May 2025. In addition, interest expense on the Revolving Credit Facility and Commercial Paper Notes increased approximately $0.3 million due to higher levels of borrowings, partially offset by lower average borrowing rates, during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Previous wording

The Company recognized a $10.3 million provision for impairment during the nine months ended September 30, 2025, while $7.2 million was recognized during the nine months ended September 30, 2024. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.

Current wording

The Company recognized a $1.4 million provision for impairment during the three months ended March 31, 2026, while $4.3 million was recognized during the three months ended March 31, 2025. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.

Previous wording

A net gain on the sale of assets of $0.9 million was recognized on the disposition of eight assets during the three months ended September 30, 2025 as compared to a net gain on the sale of assets of $1.9 million on the disposition of two assets during the three months ended September 30, 2024. Gains and losses on sales of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains on sales, net are not necessarily comparable period-to-period.

Current wording

A net gain on the sale of assets of $1.7 million was recognized on the disposition of seven assets during the three months ended March 31, 2026 as compared to a net gain on the sale of assets of $0.8 million on the disposition of one asset during the three months ended March 31, 2025. Gains and losses on sale of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains on sales are not necessarily comparable period-to-period.

Previous wording

Net income increased $7.8 million, or 17%, to $52.3 million for the three months ended September 30, 2025, compared to $44.5 million for the three months ended September 30, 2024. The change was the result of the growth in the portfolio offset by the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $7.8 million, or 18%, to $50.3 million for the three months ended September 30, 2025, compared to $42.5 million for the three months ended September 30, 2024.

Current wording

Net income increased $15.1 million, or 32%, to $62.2 million for the three months ended March 31, 2026, compared to $47.1 million for the three months ended March 31, 2025. The change was the result of the growth in the portfolio offset by the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $15.1 million, or 33%, to $60.2 million for the three months ended March 31, 2026, compared to $45.1 million for the three months ended March 31, 2025.

Previous wording

In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements. As of September 30, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $386.7 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.

Current wording

In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements. As of March 31, 2026, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $384.5 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.

Previous wording

In July 2023, the Company closed on the unsecured $350.0 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. Due to the Company’s improved credit rating, the credit spread on the 2029 Unsecured Term Loan decreased by five basis points in August 2025. The Company used the existing $350.0 million of forward-starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.

Current wording

On November 17, 2025, the Company closed on an unsecured $350.0 million 5.5-year delayed draw term loan (the “2031 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in May 2031. As of December 31, 2025, the Company had not drawn any amounts under the 2031 Unsecured Term Loan. On March 31, 2026, the Company drew $250.0 million under the 2031 Unsecured Term Loan. The remaining $100.0 million is available as a delayed draw term loan commitment until November 17, 2026.

Previous wording

The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of September 30, 2025, cash provided from operations, settlement of outstanding forward equity and borrowings under its Revolving Credit Facility and Commercial Paper Program. As of September 30, 2025, the Company had over $1.91 billion of liquidity, which consists of cash and cash equivalents, including cash held in escrow of $16.9 million, unsettled forward equity of $1.04 billion and $861.0 million of availability under our Revolving Credit Facility, adjusted to reflect the outstanding Commercial Paper Notes, subject to compliance with covenants.

Current wording

The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of March 31, 2026, cash provided from operations, settlement of outstanding forward equity and borrowings under its Revolving Credit Facility or Commercial Paper Program. As of March 31, 2026, the Company had over $2.28 billion of liquidity, which consists of cash and cash equivalents, including cash held in escrow, of $31.2 million, unsettled forward equity of $1.37 billion, $100.0 million of undrawn capacity under the 2031 Term Loan and $780.4 million of availability under our Revolving Credit Facility, adjusted to reflect the outstanding Commercial Paper Notes, subject to compliance with covenants.

Previous wording

As of September 30, 2025, the Company’s total enterprise value was approximately $11.68 billion. Total enterprise value consisted of $8.13 billion of common equity (based on the September 30, 2025 closing price of the Company’s common stock on the NYSE of $71.04 per share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value) and $3.39 billion of total debt principal including (i) $389.0 million of borrowings under its Revolving Credit Facility and outstanding Commercial Paper Notes; (ii) $2.61 billion of senior unsecured notes; (iii) $350.0 million under its unsecured term loan; (iv) $43.1 million of mortgage notes payable; less $16.9 million cash, cash equivalents and cash held in escrow. The Company’s total debt principal to total enterprise value was 29.0% as of September 30, 2025.

Current wording

As of March 31, 2026, the Company’s total enterprise value was approximately $12.95 billion. Total enterprise value consisted of $9.08 billion of common equity (based on the March 31, 2026 closing price of the Company’s common stock on the NYSE of $75.38 per share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value) and $3.72 billion of total debt principal including (i) $469.7 million of borrowings under its Revolving Credit Facility and Commercial Paper Program; (ii) $2.61 billion of senior unsecured notes; (iii) $600.0 million under its unsecured term loans; (iv) $42.6 million of mortgage notes payable; less $31.2 million cash, cash equivalents and cash held in escrow. The Company’s net debt principal to total enterprise value was 28.5% as of March 31, 2026.

Previous wording

At September 30, 2025, the non-controlling interest in the Operating Partnership consisted of a 0.3% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 114,481,870 shares of common stock outstanding as of September 30, 2025.

Current wording

At March 31, 2026, the non-controlling interest in the Operating Partnership consisted of a 0.3% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 120,451,074 shares of common stock outstanding as of March 31, 2026.

Previous wording

On May 5, 2023, the Company filed with the SEC an automatic shelf registration statement on Form S-3ASR, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants of the Company and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Current wording

The Company has filed with the SEC an automatic shelf registration statement on Form S-3ASR, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants of the Company and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Previous wording

In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements. As of September 30, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $386.7 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.

Current wording

In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements. As of March 31, 2026, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $384.5 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.

Previous wording

Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. Monthly dividends on the Series A Preferred Shares are $0.08854 per Depositary Share, equivalent to $1.0625 per annum.

Current wording

Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. Monthly dividends on the Series A Preferred Shares have been and will be in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.

Previous wording

The following table summarizes the ATM programs that were in place during 2025 and 2024:

Current wording

The following table summarizes the ATM programs that were in place during 2026 and 2025(dollars in millions):

Previous wording

The following table summarizes the ATM activity completed during the periods presented:

Current wording

The following table summarizes the ATM activity completed during the periods presented(dollars in millions):

Previous wording

The Revolving Credit Facility serves as a backstop for the Company’s Commercial Paper Notes and includes an accordion option that allows the Company to request additional lender commitments up to a total of $2.00 billion. The Revolving Credit Facility will mature in August 2028 with Company options to extend the maturity date to August 2029.

Current wording

The Revolving Credit Facility serves as a liquidity backstop for the Company's Commercial Paper Notes and includes an accordion option that allows the Company to request additional lender commitments up to a total of $2.00 billion. The Revolving Credit Facility will mature in August 2028 with Company options to extend the maturity date to August 2029.

Previous wording

In March 2025, the Operating Partnership established a commercial paper program (the “Commercial Paper Program”), pursuant to which it may issue short-term, fixed interest rate, unsecured commercial paper notes (the “Commercial Paper Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act. Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of the Commercial Paper Notes outstanding under the Commercial Paper Program at any time not to exceed $625.0 million. The Commercial Paper Notes can have maturities of up to 397 days from the date of issue and are guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership. The Company’s Revolving Credit Facility serves as a liquidity backstop for the repayment of the Commercial Paper Notes outstanding.

Current wording

In March 2025, the Operating Partnership established a commercial paper program (the “Commercial Paper Program”), pursuant to which it may issue short-term, fixed rate, unsecured commercial paper notes (the “Commercial Paper Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act. Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of the Commercial Paper Notes outstanding under the Commercial Paper Program at any time not to exceed $625.0 million. The Commercial Paper Notes can have maturities of up to 397 days from the date of issue and are guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership.

Previous wording

The Senior Unsecured Notes were issued in private placements (collectively the “Private Placements”) to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

Current wording

The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

Previous wording

As of September 30, 2025, the Company had total gross mortgage indebtedness of $43.1 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $74.0 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.68% as of September 30, 2025.

Current wording

As of March 31, 2026, the Company had total gross mortgage indebtedness of $42.6 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $72.5 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.65% as of March 31, 2026.

Previous wording

Operating - Most of the Company’s cash from operations is generated by rental income from its real estate investment portfolio. Net cash provided by operating activities for the nine months ended September 30, 2025 increased by $52.2 million over the same period in 2024, primarily due to the increase in the size of the Company’s real estate investment portfolio, an increase in proceeds from the settlement of interest rate swaps and changes in working capital.

Current wording

Operating -Most of the Company’s cash from operations is generated by rental income from its investment portfolio. Net cash provided by operating activities for the three months ended March 31, 2026, increased by $18.5 million over the same period in 2025, primarily due to the increase in the size of the Company’s real estate investment portfolio.

Previous wording

Investing - Net cash used in investing activities was $633.0 million greater during the nine months ended September 30, 2025, compared to the same period in 2024 primarily due to:

Current wording

Investing - Net cash used in investing activities was $49.3 million greater during the three months ended March 31, 2026, compared to the same period in 2025 primarily due to:

Previous wording

Financing - Net cash provided by financing activities increased by $592.6 million during the nine months ended September 30, 2025, compared to the same period in 2024 primarily due to:

Current wording

Financing - Net cash provided by financing activities increased by $36.6 million during the three months ended March 31, 2026, compared to the same period in 2025 primarily due to:

Previous wording

In conducting its business, the Company enters into contractual obligations, including those for debt and operating leases for land.

Current wording

In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land.

Previous wording

Details on these obligations as of September 30, 2025, including expected settlement periods, are presented below (in thousands):

Current wording

Details on these obligations as of March 31, 2026, including expected settlement periods, is presented below (in thousands):

Previous wording

In addition to items reflected in the table above, the Company has preferred stock with cumulative cash dividends, as described underEquity – Preferred Stock Offering above.

Current wording

In addition to items reflected in the table above, the Company has preferred stock with cumulative cash dividends, as described under Equity –Preferred Stock Offering above.

Previous wording

During the nine months ended September 30, 2025, the Company had 30 development or DFP projects completed or under construction, for which 12 remain under construction as of September 30, 2025. Anticipated total costs for the 12 projects are approximately $88.6 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, or other sources of funding available to the Company.

Current wording

For the three months ended March 31, 2026, the Company had 15 development or DFP projects completed or under construction, with anticipated total costs of approximately $112.0 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, or other sources of funding available to the Company.

Previous wording

The Company’s recurring obligations under its tenant leases for maintenance, taxes, or insurance will also be funded through the cash sources available to the Company described earlier.

Current wording

The Company’s recurring obligations under its tenant leases for maintenance, taxes, and/or insurance will also be funded through the sources available to the Company described earlier.

Previous wording

During the quarter ended September 30, 2025, the Company declared monthly dividends of $0.256 per common share. Holders of the Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for July and August were paid during the three months ended September 30, 2025, while the September dividends and distributions were recorded as a liability on the condensed consolidated balance sheets at September 30, 2025 and were paid on October 14, 2025.

Current wording

During the quarter ended March 31, 2026, the Company declared monthly dividends of $0.262 per common share. Holders of the Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for January and February were paid during the three months ended March 31, 2026, while March dividends and distributions were recorded as a liability on the condensed consolidated balance sheets at March 31, 2026 and were paid on April 15, 2026.

Previous wording

in the amount of $0.08854, per Depositary Share. The dividends payable for July and August were paid during the quarter. The September dividends were recorded as a liability on the condensed consolidated balance sheets at September 30, 2025 and were paid on October 1, 2025.

Current wording

During the quarter ended March 31, 2026, the Company declared monthly dividends on the Series A Preferred Shares in the amount of $0.08854, per Depositary Share. The dividends payable for January and February were paid during the quarter. The March dividends were recorded as a liability on the condensed consolidated balance sheets at March 31, 2026, and were paid on April 1, 2026.

Previous wording

Refer to Note 2 – Summary of Significant Accounting Policiesin the condensed consolidated financial statements for a summary and anticipated impact of each applicable accounting pronouncement on the Company’s financial statements.

Current wording

Refer to Note 2 – Summary of Significant Accounting Policies in the condensed consolidated financial statements for a summary and anticipated impact of each applicable accounting pronouncement on the Company’s financial statements.

Previous wording

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions. Management bases estimates on the best information available at the time, its experience, and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in a different presentation of the interim condensed consolidated financial statements. From time to time, the Company may re-evaluate its estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of the Company’s critical accounting policies is included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company has not made any material changes to these policies during the periods covered by this Quarterly Report on Form 10-Q.

Current wording

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions. Management bases estimates on the best information available at the time, its experience, and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in a different presentation of the condensed consolidated financial statements. From time to time, the Company may re-evaluate its estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of the Company’s critical accounting policies is included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Company has not made any material changes to these policies during the periods covered by this Quarterly Report on Form 10-Q.