AGREE REALTY CORP

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, 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.

Previous wording

As of June 30, 2025, the Company’s portfolio consisted of 2,513 properties located in all 50 states and totaling approximately 52.0 million square feet of gross leasable area (“GLA”). The portfolio was approximately 99.6% 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 67.8% 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 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.

Previous wording

The Company’s real estate investment portfolio grew from approximately $6.95 billion in net investment amount representing 2,202 properties with 45.8 million square feet of GLAas of June 30, 2024 to approximately $7.96 billion in net investment amount representing 2,513 properties with 52.0 million square feet of GLA at June 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 $7.13 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.

Previous wording

The following summarizes the Company’s development and Developer Funding Platform activity during the periods presented:

Current wording

The following summarizes the Company’s development and Developer Funding Platform (“DFP”) activity during the periods presented:

Previous wording

Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024

Current wording

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

Previous wording

General and administrative expenses increased $1.6 million, or 17%, to $11.3 million for the three months ended June 30, 2025, compared to $9.7 million for the three months ended June 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 6.5% for the three months ended June 30, 2025 up from 6.4% for the three months ended June 30, 2024.

Current 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.

Previous wording

Interest expense, net increased $5.9 million, or 22%, to $32.3 million for the three months ended June 30, 2025, compared to $26.4 million for the three months ended June 30, 2024. The increase in interest expense, net was primarily a result of higher levels of borrowings during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 in order to finance the acquisition and development of additional properties. Interest expense, net increased approximately $5.1 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025 and the $450.0 million 2034 Senior Unsecured Public Notes that were issued in May 2024, 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 $0.9 million due to higher levels of borrowings, partially offset by lower average borrowing rates, during the three months ended June 30, 2025 compared to the same period in 2024.

Current 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.

Previous wording

The Company recognized a $3.0 million provision for impairment during the three months ended June 30, 2025, while no impairment was recognized during the three months ended June 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 $3.0 million provision for impairment during the three months ended September 30, 2025, as compared to $2.7 million during the three 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.

Previous wording

A net gain on the sale of assets of $1.5 million was recognized on the disposition of four assets during the three months ended June 30, 2025 as compared to a net gain on the sale of assets of $7.2 million on the disposition of 10 assets during the three months ended June 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 $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.

Previous wording

Income and other tax expense decreased $0.6 million to $0.4 million for the three months ended June 30, 2025, compared to $1.0 million for the three months ended June 30, 2024 due to decreases in taxes as a result of state tax law changes and related refunds.

Current wording

Income and other tax expense decreased $0.9 million to $0.2 million for the three months ended September 30, 2025, compared to $1.1 million for the three months ended September 30, 2024 due to decreases in taxes as a result of state tax law changes and related refunds.

Previous wording

Net income decreased $5.5 million, or 10%, to $49.4 million for the three months ended June 30, 2025, compared to $54.9 million for the three months ended June 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 decreased $5.6 million, or 10%, to $47.3 million for the three months ended June 30, 2025, compared to $52.9 million for the three months ended June 30, 2024.

Current 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.

Previous wording

Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024

Current wording

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024**(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 six months ended June 30, 2025 compared to the six months ended June 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 nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, as further described underResults of Operations - Overall above.

Previous wording

General and administrative expenses increased $2.9 million, or 15%, to $22.1 million for the six months ended June 30, 2025, compared to $19.2 million for the six months ended June 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 6.4% for the six months ended June 30, 2025 and the six months ended June 30, 2024.

Current wording

General and administrative expenses increased $4.7 million, or 16%, to $33.0 million for the nine months ended September 30, 2025, compared to $28.3 million for the nine 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 6.2% for the nine months ended September 30, 2025 and 2024.

Previous wording

Interest expense, net increased $12.1 million, or 24%, to $63.0 million for the six months ended June 30, 2025, compared to $50.9 million for the six months ended June 30, 2024. The increase in interest expense, net was primarily a result of higher levels of borrowings during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 in order to finance the acquisition and development of additional properties. Interest expense, net increased approximately $11.6 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025 and the $450.0 million 2034 Senior Unsecured Public Notes that were issued in May 2024, 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 $0.9 million due to higher levels of borrowings, partially offset by lower average borrowing rates, during six months ended June 30, 2025 compared to the same period in 2024.

Current wording

Interest expense, net increased $18.5 million, or 23%, to $98.3 million for the nine months ended September 30, 2025, compared to $79.8 million for the nine months ended September 30, 2024. The increase in interest expense, net was primarily a result of higher levels of borrowings during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 in order to finance the acquisition and development of additional properties. Interest expense, net increased approximately $16.5 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025 and the $450.0 million 2034 Senior Unsecured Public Notes that were issued in May 2024, 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 $2.4 million due to higher levels of borrowings, partially offset by lower average borrowing rates, during nine months ended September 30, 2025 compared to the same period in 2024.

Previous wording

The Company recognized a $7.3 million provision for impairment during the six months ended June 30, 2025, while $4.5 million was recognized during the six months ended June 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 $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.

Previous wording

months ended June 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 $3.2 million was recognized on the disposition of 13 assets during the nine months ended September 30, 2025 as compared to a net gain on the sale of assets of $11.1 million on the disposition of 18 assets during the nine 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.

Previous wording

Income and other tax expense decreased $0.9 million to $1.3 million for the six months ended June 30, 2025, compared to $2.2 million for the six months ended June 30, 2024 due to decreases in taxes as a result of state tax law changes and related refunds.

Current wording

Income and other tax expense decreased $1.7 million to $1.5 million for the nine months ended September 30, 2025, compared to $3.2 million for the nine months ended September 30, 2024 due to decreases in taxes as a result of state tax law changes and related refunds.

Previous wording

Net income decreased $3.4 million, or 3%, to $96.5 million for the six months ended June 30, 2025, compared to $99.9 million for the six months ended June 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 decreased $3.4 million, or 4%, to $92.5 million for the six months ended June 30, 2025, compared to $95.9 million for the six months ended June 30, 2024.

Current wording

Net income increased $4.3 million, or 3%, to $148.8 million for the nine months ended September 30, 2025, compared to $144.5 million for the nine 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 $4.3 million, or 3%, to $142.7 million for the nine months ended September 30, 2025, compared to $138.4 million for the nine months ended September 30, 2024.

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 June 30, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $387.2 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 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.

Previous wording

The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of June 30, 2025, cash provided from operations, settlement of outstanding forward equity and borrowings under its Revolving Credit Facility (defined below). As of June 30, 2025, the Company had over $2.30 billion of liquidity, which consists of cash and cash equivalents, including cash held in escrow of $8.9 million, unsettled forward equity of $1.29 billion and $1.00 billion 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 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.

Previous wording

As of June 30, 2025, the Company’s total enterprise value was approximately $11.53 billion. Total enterprise value consisted of $8.11 billion of common equity (based on the June 30, 2025 closing price of the Company’s common stock on the NYSE of $73.06 per share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value) and $3.25 billion of total debt principal including (i) $247.0 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) $43.4 million of mortgage notes payable; less $8.9 million cash, cash equivalents and cash held in escrow. The Company’s total debt principal to total enterprise value was 28.2% as of June 30, 2025.

Current 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.

Previous wording

At June 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 111,013,857 shares of common stock outstanding as of June 30, 2025.

Current 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.

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 June 30, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $387.2 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 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.

Previous wording

In October 2024, the Company completed a follow-on public offering of 5,060,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 660,000 shares in connection with the forward sale agreements. As of June 30, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $366.9 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.

Current wording

In October 2024, the Company completed a follow-on public offering of 5,060,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 660,000 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 $366.4 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.

Previous wording

The Revolving Credit Facility serves as a backstop for the Company’s Commercial Paper Program 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 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 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. 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

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.

Previous wording

As of June 30, 2025, the Company had total gross mortgage indebtedness of $43.4 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $74.8 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.70% as of June 30, 2025.

Current 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.

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 six months ended June 30, 2025 increased by $34.3 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 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.

Previous wording

Investing - Net cash used in investing activities was $423.7 million greater during the six months ended June 30, 2025, compared to the same period in 2024 primarily due to:

Current 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:

Previous wording

Financing - Net cash provided by financing activities increased by $382.1 million during the six months ended June 30, 2025, compared to the same period in 2024 primarily due to:

Current 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:

Previous wording

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

Current wording

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

Previous wording

During the six months ended June 30, 2025, the Company had 25 development or DFP projects completed or under construction, for which 15 remain under construction as of June 30, 2025. Anticipated total costs for the 15 projects are approximately $99.0 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.

Current 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.

Previous wording

During the quarter ended June 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 April and May were paid during the three months ended June 30, 2025, while June dividends and distributions were recorded as a liability on the condensed consolidated balance sheets at June 30, 2025 and were paid on July 15, 2025.

Current 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.

Previous wording

During the quarter ended June 30, 2025, the Company declared monthly dividends on the Series A Preferred Shares in the amount of $0.08854, per Depositary Share. The dividends payable for April and May were paid during the quarter. The June dividends were recorded as a liability on the condensed consolidated balance sheets at June 30, 2025 and were paid

Current 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.

Previous 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.

Current 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.