FIRST INDUSTRIAL LP

5. Variable Interest Entities

Other Real Estate Partnerships

The Other Real Estate Partnerships are variable interest entities ("VIEs") of the Operating Partnership and the Operating Partnership is the primary beneficiary, thus causing the Other Real Estate Partnerships to be consolidated by the Operating Partnership. In addition, the Operating Partnership is a VIE of the Company and the Company is the primary beneficiary.

The following table summarizes the assets and liabilities of the Other Real Estate Partnerships, as reflected in our Consolidated Balance Sheets. All amounts are shown net of intercompany eliminations:

Joint Venture

The Joint Venture was formed for the purpose of developing, leasing, operating and selling land located in the Phoenix, Arizona metropolitan area. We hold our Joint Venture interest through a consolidated partnership (the "Joint Venture Partnership") in which we own an 88% interest and a third-party partner owns the remaining 12%. As we have the power to direct the activities that most significantly impact the economic performance of the Joint Venture Partnership, we consolidate the Joint Venture Partnership and reflect our partner's share as Noncontrolling Interest (see Note 6). The Joint Venture Partnership holds a 49% interest in the unconsolidated Joint Venture, which we account for under the equity method of accounting. Excluding the minority interest holder's share, we effectively own a 43% interest in the Joint Venture. The Joint Venture Partnership is held through a wholly-owned TRS of the Operating Partnership.

Under the operating agreement for the Joint Venture, we act as the managing member and are entitled to receive fees for providing management, leasing, development, disposition and asset management services. In addition, we may earn incentive fees based on the ultimate financial performance of the Joint Venture.

During the years ended December 31, 2025, 2024 and 2023, we earned fees of $1,491, $3,105 and $6,473, respectively, from the Joint Venture related to asset management, property management, leasing and development services we provided to the Joint Venture, of which $128, $560 and $1,314, respectively, were deferred due to our economic interest in the Joint Venture. During the years ended December 31, 2025, 2024 and 2023, we incurred $629, $1,529 and $3,667, respectively, in fees paid for third-party development, property management and leasing services associated with the Joint Venture. At December 31, 2025 and 2024, outstanding receivables from the Joint Venture totaled $0 and $364, respectively.

During the year ended December 31, 2024, the Joint Venture substantially completed development ofthree buildings, (collectively the “Project”): Building A (approximately 0.4 million square feet of GLA), Building B (approximately 0.4 million square feet of GLA) and Building C (approximately 1.0 million square feet of GLA). During the year ended December, 31, 2025, we acquired Buildings A, B and C from the Joint Venture (see Note 3).

Net income of the Joint Venture for the years ended December 31, 2025, 2024 and 2023 was $109,030, $6,223 and $46,664, respectively. Net income for the year ended December 31, 2025, included gain on sale of real estate of $108,328, consisting of $66,836 related to the sales of Buildings A, B and C and $40,770 related to the sale of approximately 71 acres of land. Our economic share of the gain from the building sales and land sale was $28,820 and $17,580, respectively. Because we acquired Buildings A, B and C from the Joint Venture, our share of the gain related to the building sales was offset against the basis of the acquired real estate and not recognized in the line item Equity in Income of Joint Venture on the Consolidated Statement of Operations. Net income for the year ended December 31, 2023 included gain on sale of real estate of $40,616 related to the sale of approximately 31 acres of land, of which our economic share was $19,902.

For the years ended December 31, 2025, 2024 and 2023, we earned incentive fees of $21,806, $1,245 and $9,369, respectively, from the Joint Venture. During the year ended December 31, 2025, $11,763 of incentive fees were offset against the basis of real estate in connection with our acquisition of Buildings A, B and C. As a result, incentive fees of $10,043, $1,245 and $9,369 for the years ended December 31, 2025, 2024 and 2023, respectively, were reflected in the Equity In Income of Joint Venture line item on the Consolidated Statements of Operations.

In connection with the Project, the Joint Venture entered into a construction loan (the "Joint Venture Loan") which was repaid in conjunction with the sale of Buildings A, B and C during the year ended December 31, 2025. As of December 31, 2024, the outstanding balance of the Joint Venture Loan was $131,111, excluding $269 of unamortized debt issuance costs.

We have provided a completion guarantee to the Joint Venture related to the remaining infrastructure work associated with the Project. The infrastructure work is being performed by a third-party general contractor pursuant to a guaranteed maximum price contract. Although it is not possible to estimate the amount of additional costs, if any, that we may incur in connection with this completion guarantee, we do not expect to be required to make any material payments to satisfy the guarantees.

As part of our assessment of the appropriate accounting treatment for the Joint Venture, we reviewed the operating agreement of the Joint Venture in order to determine our rights and the rights of our joint venture partners, including whether those rights are protective or participating. The Joint Venture's operating agreement contains certain protective rights, such as the requirement of both members' approval to sell, finance or refinance the property and to pay capital expenditures and operating expenditures outside of the approved budget. Also, we and our Joint Venture partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) review and approve the Joint Venture's tax return before filing and (iv) approve each lease at a developed property. We consider the latter rights substantive participation rights that result in shared, joint power over the activities that most significantly impact the performance of the Joint Venture. As such, we concluded to account for our investment in the Joint Venture under the equity method of accounting.