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GLADSTONE COMMERCIAL CORP

For the period ended Sep 30, 2025. Filed Nov 3, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 3, 2025

GOODO$17.71+0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001234006-25-000015

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-03.

0001234006-25-000022

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 133 previous paragraphs and 138 current paragraphs.

77 unchanged; 50 reworded; 9 added; 4 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 16 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

The business environment stabilized in the third quarter of 2025. The first half of the year was marked by “Liberation Day” tariff announcements and high interest rates as the Federal Reserve kept its benchmark rate constant. In the third quarter of 2025 though, the Federal Reserve cut its benchmark rate by 25 basis points and suggested potential additional cuts before the end of the year. U.S. treasury rates responded by declining moderately with the 10-year yield declining from 4.23% as of September 1, 2025 to briefly below 4.00% in the same month. While businesses and consumers alike seemed to show early confidence in the economy and rate environment post-cut, the more recent government shutdown and new tariff announcements caused many to pause. We expect conditions through year end 2025 to remain largely consistent and will watch the government shutdown, rates, and tariff announcements closely.

Current report

According to Cushman & Wakefield plc (“Cushman”), industrial demand showed a second consecutive quarter of positive absorption in the third quarter of 2025. According to Cushman, quarterly net absorption of 45.1 million square feet in the third quarter of 2025 was the strongest quarterly absorption figure in more than a year and marked a 30% increase quarter-over-quarter and a 33% increase year-over-year. National industrial rent growth moderated to 1.7% year-over-year. While this growth is slower than historical rent growth post-COVID, nearly 60% of the U.S. markets tracked by Cushman posted positive year-over-year rent growth during the third quarter of 2025. Finally, according to Cushman, new construction deliveries of 63.6 million square feet marked an eight-year low, signaling dwindling new supply and potential for downward pressure on vacancy rates and higher rent growth in the quarters to come.

Current report

During the nine months ended September 30, 2025, we had one lease termination, which is summarized below (dollars in thousands):

Current report

On September 18, 2025, we amended our Credit Facility, increasing our Revolver from $125.0 million to $155.0 million. We incurred fees of approximately $0.5 million in connection with the increase to our Credit Facility. The increased credit availability was used, in part, to fund the September 30, 2025 nine-property portfolio acquisition.

Current report

On October 10, 2025, we amended, extended, and upsized our Credit Facility, increasing our Revolver from $155.0 million to $200.0 million (and its term to October 2029), decreasing the principal balance of Term Loan A from $160.0 million to $125.0 million (and extending its term to October 2029), increasing the principal balance of Term Loan B from $60.0 million to $143.3 million (and its term to February 2030), decreasing the principal balance of Term Loan C from $150.0 million to $131.7 million, and repaying the full principal balance of Term Loan D. The SOFR spread increased by 10 basis points, ranging from 140 to 210 basis points for the Revolver and 135 to 205 basis points for the Term Loans, depending on our leverage. We incurred fees of approximately $4.2 million in connection with amending, extending, and upsizing our Credit Facility. The Credit Facility’s new bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, PNC Bank, National Association (“PNC Bank”), Webster Bank, National Association (“Webster Bank”), and S&T Bank.

Current report

On October 30, 2025, we fully repaid one mortgage with an outstanding balance of $3.1 million collateralized by one property. This mortgage had a fixed interest rate of 4.59%.

Current report

On September 18, 2025, we amended our Credit Facility again, increasing our Revolver from $125.0 million to $155.0 million. We incurred fees of approximately $0.5 million in connection with the increase to our Credit Facility. The increased credit availability was used, in part, to fund the September 30, 2025 nine-property portfolio acquisition.

Current report

On October 10, 2025, we amended, extended, and upsized our Credit Facility, increasing our Revolver from $155.0 million to $200.0 million (and its term to October 2029), decreasing the principal balance of Term Loan A from $160.0 million to $125.0 million (and extending its term to October 2029), increasing the principal balance of Term Loan B from $60.0 million to $143.3 million (and its term to February 2030), decreasing the principal balance of Term Loan C from $150.0 million to $131.7 million, and repaying the full principal balance of Term Loan D. The SOFR spread increased by 10 basis points, ranging from 140 to 210 basis points for the Revolver and 135 to 205 basis points for the Term Loans, depending on our leverage. We incurred fees of approximately $4.2 million in connection with amending, extending, and upsizing our Credit Facility. The Credit Facility’s new bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, PNC Bank, National Association (“PNC Bank”), Webster Bank, National Association (“Webster Bank”), and S&T Bank.
Removed paragraphs (4)

Previous report

The overall business environment remained unpredictable in the second quarter of 2025. The “Liberation Day” tariff announcements of April 2, 2025 fueled an initial drop in treasury rates followed by more recent increases as the Federal Reserve decided to keep its benchmark rate constant. Despite tariff uncertainty and a persistently elevated interest rate environment, consumer demand has remained resilient, as demonstrated by recent bank earnings. Tenant demand is unpredictable, and some tenants want to lock in space now, while others want to delay decision-making as long as possible. Until we have greater certainty around the timing and magnitude of future rate changes, we expect conditions to remain largely consistent with the current environment.

Previous report

According to Cushman & Wakefield plc (“Cushman”), industrial demand moderately improved through the June 2025 year to date period with 309.0 million square feet of new leasing activity compared to 307.9 million square feet during the same period last year. Also, according to Cushman, the share of build to suit opportunities increased from 16.8% of total construction product during the June 2024 year to date period to 30.4% during the same period in 2025. The speculative share in the second quarter of 2025 also dropped to its lowest level since the second quarter of 2020. These dramatic changes are generally indicative of tenants adapting their supply chains to fit the current environment. Finally, national industrial rents increased 2.6% year over year in the second quarter of 2025, according to Cushman, consistent with steady demand and more sustainable long term growth relative to the post-COVID boom.

Previous report

The office market continues to see modest recovery in 2025. According to Cushman, net absorption was negative again in the second quarter of 2025, but the four-quarter rolling absorption average moved up 49% year over year. Finally, 35 markets posted positive net absorption over the past four quarters according to Cushman, indicating that office fundamentals are moving favorably in many locations.
Reworded paragraphs (50)

Previous wording

•we owned 143 properties totaling 17.0 million square feet of rentable space, located in 27 states;

Current wording

•we owned 151 properties totaling 17.7 million square feet of rentable space, located in 27 states;

Previous wording

•the weighted average remaining term of our mortgage debt was 3.0 years and the weighted average interest rate was 4.22%; and

Current wording

•the weighted average remaining term of our mortgage debt was 2.8 years and the weighted average interest rate was 4.22%; and

Previous wording

•the average remaining lease term of the portfolio was 7.0 years.

Current wording

•the average remaining lease term of the portfolio was 7.4 years.

Previous wording

We collected 100% of all outstanding base rents for the six months ended June 30, 2025. This is a testament to the strength of our credit underwriting and asset management teams. We believe that we have a diverse tenant base, and specifically, we do not have significant exposure to tenants in the retail, hospitality, airlines, and oil and gas industries. Additionally, our properties are located across 27 states, which we believe mitigates our exposure to regional economic and weather-related issues, including regulations or laws implemented by state and local governments in any one geographic market or area. In the past, we have received rent modification requests from certain of our tenants, and it is possible we may receive additional requests in the future.

Current wording

We collected 100% of all outstanding base rents for the nine months ended September 30, 2025. This is a testament to the strength of our credit underwriting and asset management teams. We believe that we have a diverse tenant base, and specifically, we do not have significant exposure to tenants in the retail, hospitality, airlines, and oil and gas industries. Additionally, our properties are located across 27 states, which we believe mitigates our exposure to regional economic and weather-related issues, including regulations or laws implemented by state and local governments in any one geographic market or area. In the past, we have received rent modification requests from certain of our tenants, and it is possible we may receive additional requests in the future.

Previous wording

We believe we currently have adequate liquidity in the near term, and believe that our cash on hand combined with the availability under our Credit Facility is sufficient to cover all near-term debt obligations and operating expenses and to continue our industrial property-focused growth strategy. We are in compliance with all of our debt covenants as of June 30, 2025. Based on market observations and conversations we routinely have with lenders, we believe that credit continues to be available for well-capitalized borrowers, as demonstrated by the Operating Partnership’s issuance, on December 18, 2024, of $75.0 million of senior unsecured notes in a private placement and the Operating Partnership’s entry on May 30, 2025 into a new $20.0 million unsecured term loan (“Term Loan D”). We continue to monitor our portfolio and intend to maintain a reasonably conservative liquidity position for the foreseeable future.

Current wording

We believe we currently have adequate liquidity in the near term, and believe that our cash on hand combined with the availability under our Credit Facility is sufficient to cover all near-term debt obligations and operating expenses and to continue our industrial property-focused growth strategy. We are in compliance with all of our debt covenants as of September 30, 2025. Based on market observations and conversations we routinely have with lenders, we believe that credit continues to be available for well-capitalized borrowers, as demonstrated by the Operating Partnership’s issuance, on December 18, 2024, of $75.0 million of senior unsecured notes in a private placement and the Operating Partnership’s entry on May 30, 2025 into a new $20.0 million unsecured term loan (“Term Loan D”), which has been repaid, as discussed in Note 9 “Subsequent Events”. We continue to monitor our portfolio and intend to maintain a reasonably conservative liquidity position for the foreseeable future.

Previous wording

The geopolitical landscape remains fractured due to recent world events. Many domestic manufacturing businesses seek to limit supply chain disruptions by bringing their operations back to the United States. During the first quarter of 2025, the United States began a “reciprocal tariff” plan in an effort to increase the competitiveness of domestic manufacturing. The full impact of such tariffs is yet to be known, but we believe we are well positioned in our industrial portfolio as we monitor the broader market conditions. We expect that industrial demand will be further buoyed by government investment in infrastructure and advanced manufacturing operations. On the office side, a level of work-from-home trends appears to be here to stay, but many employees are returning to the office, particularly following the presidential transition.

Current wording

The geopolitical landscape remains fraught due to recent world events and tariffs. Many domestic manufacturing businesses seek to limit international supply chain disruptions by bringing their operations back to the United States. Such onshoring decisions and activity take significant consideration and time. As a result, the full impact of tariffs will not be realized for months and perhaps years, but we believe we are well positioned in our industrial portfolio as we monitor the broader market conditions. We expect that industrial demand will be further buoyed by government investment in infrastructure and advanced manufacturing operations, both industries with sticky tenants who need mission critical real estate. These uncertain times create both risks and opportunities for us and our tenants, and we believe we are well-capitalized and positioned to take advantage. The environmental landscape remains unpredictable due to the increase in intensity of weather patterns, including hurricanes. We continue to monitor our properties and have not seen any significant impact to our properties in Florida, Georgia, North Carolina, South Carolina, Tennessee, and Texas from the current hurricane season.

Previous wording

We continue to focus on re-leasing vacant space, renewing upcoming lease expirations, re-financing upcoming loan maturities, and acquiring additional properties with associated long-term leases. Currently, we have four partially vacant buildings and one fully vacant building. Our available vacant space at June 30, 2025 represented 1.3% of our total square footage and the annual carrying costs on the vacant space, including real estate taxes and property operating expenses, are approximately $1.9 million. We continue to actively seek new tenants for these properties.

Current wording

We continue to focus on re-leasing vacant space, renewing upcoming lease expirations, re-financing upcoming loan maturities, and acquiring additional properties with associated long-term leases. Currently, we have four partially vacant buildings and no fully vacant buildings. Our available vacant space at September 30, 2025 represented 0.9% of our total square footage and the annual carrying costs on the vacant space, including real estate taxes and property operating expenses, are approximately $1.7 million. We continue to actively seek new tenants for these properties.

Previous wording

We believe our lease expiration schedule for the remainder of 2025 is manageable, as it equates to 1.5% of our lease revenue at June 30, 2025. Property acquisitions since the beginning of 2020 have totaled $551.6 million and all but one acquisition transaction was industrial in nature, with a weighted average lease term of 14.1 years and a weighted average lease term of 11.2 years at the time of this filing.

Current wording

We have no more lease expirations for the remainder of 2025. Property acquisitions since the beginning of 2020 have totaled $606.1 million and all but one acquisition transaction was industrial in nature, with a weighted average lease term of 14.7 years and a weighted average lease term of 11.8 years at the time of this filing.

Previous wording

Our ability to make new investments is highly dependent upon our ability to procure financing. Our principal sources of financing generally include the issuance of equity securities, long-term unsecured notes in the private placement market, long-term mortgage loans secured by properties, borrowings under our $125.0 million senior unsecured revolving credit facility (“Revolver”), with KeyBank National Association (“KeyBank”), which matures in August 2026, our $160.0 million term loan facility (“Term Loan A”), which matures in August 2027, our $60.0 million term loan facility (“Term Loan B”), which matures in February 2026, our $150.0 million term loan facility (“Term Loan C”) which matures in February 2028, our Operating Partnership’s Term Loan D, a $20.0 million unsecured term loan which matures in May 2027, and our Operating Partnership’s $75.0 million senior unsecured notes (the “2029 Notes”) which mature in December 2029. As of June 30, 2025, there was $40.0 million outstanding under Term Loan B. We refer to the Revolver, Term Loan A, Term Loan B, and Term Loan C collectively herein as the “Credit Facility”. While lenders’ credit standards have tightened, we continue to look to private credit institutions, national and regional banks, insurance companies and non-bank lenders to finance our real estate activities.

Current wording

Our ability to make new investments is highly dependent upon our ability to procure financing. Our principal sources of financing generally include the issuance of equity securities, long-term unsecured notes in the private placement market, long-term mortgage loans secured by properties, borrowings under our $200.0 million senior unsecured revolving credit facility (“Revolver”), with KeyBank National Association (“KeyBank”), which matures in October 2029, our $125.0 million term loan facility (“Term Loan A”), which matures in October 2029, our $143.3 million term loan facility (“Term Loan B”), which matures in February 2030, our $131.7 million term loan facility (“Term Loan C”) which matures in February 2028, and our Operating Partnership’s $75.0 million senior unsecured notes (the “2029 Notes”) which mature in December 2029. We refer to the Revolver, Term Loan A, Term Loan B, and Term Loan C collectively herein as the “Credit Facility”. While lenders’ credit standards have tightened, we continue to look to private credit institutions, national and regional banks, insurance companies and non-bank lenders to finance our real estate activities.

Previous wording

During thesix months ended June 30, 2025, we continued to execute our capital recycling program, whereby we sold properties outside of our core markets and redeployed proceeds to either fund property acquisitions in our target secondary growth markets, or repay outstanding debt. We expect to continue to execute our capital recycling plan and sell non-core properties as reasonable disposition opportunities become available. During the six months ended June 30, 2025, we sold one non-core property, located in Hickory, North Carolina, which is summarized in the table below (dollars in thousands):

Current wording

During thenine months ended September 30, 2025, we continued to execute our capital recycling program, whereby we sold properties outside of our core markets and redeployed proceeds to either fund property acquisitions in our target secondary growth markets, or repay outstanding debt. We expect to continue to execute our capital recycling plan and sell non-core properties as reasonable disposition opportunities become available. During the nine months ended September 30, 2025, we sold two non-core properties, located in Hickory, North Carolina and Oklahoma City, Oklahoma, which is summarized in the table below (dollars in thousands):

Previous wording

On April 30, 2025, we completed the transaction to sell our 676,031 square foot property in Tifton, Georgia for $18.5 million, incurring $0.3 million in closing costs, which are included in other income in the condensed consolidated statement of operations for the three and six months ended June 30, 2025. During the year ended December 31, 2024, werecorded a sales-type lease receivableand derecognized the carrying value of this property, recognizing a $3.9 million selling profit from sales-type lease, net, that was included in the gain on sale of real estate, net, in the consolidated statement of operations.

Current wording

On April 30, 2025, we completed the transaction to sell our 676,031 square foot property in Tifton, Georgia for $18.5 million, incurring $0.3 million in closing costs, which are included in other income in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025. During the year ended December 31, 2024, werecorded a sales-type lease receivableand derecognized the carrying value of this property, recognizing a $3.9 million selling profit from sales-type lease, net, that was included in the gain on sale of real estate, net, in the consolidated statement of operations.

Previous wording

During the six months ended June 30, 2025, we acquired ten industrial properties located in Houston, Texas; Dallas-Fort Worth, Texas; Germantown, Wisconsin; and Harrison Township, Michigan, which are summarized below (dollars in thousands):

Current wording

During the nine months ended September 30, 2025, we acquired 19 industrial properties located in Houston, Texas; Dallas-Fort Worth, Texas; Germantown, Wisconsin; Harrison Township, Michigan; Cartersville, Georgia; Ossian, Indiana; Ligonier, Indiana; Caro, Michigan; Chesterfield, Michigan; and Cass City, Michigan, which are summarized below (dollars in thousands):

Previous wording

During the six months ended June 30, 2025, we executed two leases, which are summarized below (dollars in thousands):

Current wording

During the nine months ended September 30, 2025, we executed 13 leases, which are summarized below (dollars in thousands):

Previous wording

During the six months ended June 30, 2025, we repaid one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

Current wording

During the nine months ended September 30, 2025, we repaid one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):

Previous wording

On March 3, 2023, we entered into an At-the-Market Equity Offering Sales Agreement (the “2023 Common Stock Sales Agreement”), with BofA Securities, Inc. (“BofA”), Goldman Sachs, Baird, KeyBanc Capital Markets Inc. (“KeyBanc”), and Fifth Third (collectively, the “Common Stock Sales Agents”). In connection with the 2023 Common Stock Sales Agreement, we filed prospectus supplements with the SEC dated March 3, 2023 and March 7, 2023, to the prospectus dated November 23, 2022, for the offer and sale of an aggregate offering amount of $250.0 million of common stock. During the six months ended June 30, 2025, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

Current wording

On March 3, 2023, we entered into an At-the-Market Equity Offering Sales Agreement (the “2023 Common Stock Sales Agreement”), with BofA Securities, Inc. (“BofA”), Goldman Sachs, Baird, KeyBanc Capital Markets Inc. (“KeyBanc”), and Fifth Third (collectively, the “Common Stock Sales Agents”). In connection with the 2023 Common Stock Sales Agreement, we filed prospectus supplements with the SEC dated March 3, 2023 and March 7, 2023, to the prospectus dated November 23, 2022, for the offer and sale of an aggregate offering amount of $250.0 million of common stock. During the nine months ended September 30, 2025, we did not sell any shares of common stock under the 2023 Common Stock Sales Agreement.

Previous wording

On March 26, 2024, we entered into Amendment No. 1 to the 2023 Common Stock Sales Agreement (the “2024 Common Stock Sales Agreement”). The amendment permitted shares of common stock to be issued pursuant to the 2024 Common Stock Sales Agreement under the Company’s Registration Statement on Form S-3 (File No. 333-277877) (the “2024 Registration Statement”), and future registration statements on Form S-3. In connection with the 2024 Common Stock Sales Agreement, we filed a prospectus supplement with the SEC dated March 26, 2024, to the prospectus dated March 21, 2024, for the offer and sale of an aggregate offering amount of $250.0 million of common stock. During the six months ended June 30, 2025, we sold 2,521,007 shares of common stock, raising approximately $38.0 million in net proceeds under the 2024 Common Stock Sales Agreement.

Current wording

“2024 Registration Statement”), and future registration statements on Form S-3. In connection with the 2024 Common Stock Sales Agreement, we filed a prospectus supplement with the SEC dated March 26, 2024, to the prospectus dated March 21, 2024, for the offer and sale of an aggregate offering amount of $250.0 million of common stock. On August 12, 2025, we entered into Amendment No. 2 (“Amendment No. 2”) to the 2024 Common Stock Sales Agreement which, among other things, (i) removed Baird as a Common Stock Sales Agent and (ii) added Huntington Securities, Inc. (“Huntington”) as a Common Stock Sales Agent. After giving effect to Amendment No. 2, the Common Stock Sales Agents are BofA, Goldman Sachs, KeyBanc, Fifth Third, and Huntington. During the nine months ended September 30, 2025, we sold 4,412,814 shares of common stock, raising approximately $61.0 million in net proceeds under the 2024 Common Stock Sales Agreement, as amended.

Previous wording

On February 20, 2020, we filed with the Maryland Department of Assessments and Taxation Articles Supplementary (i) setting forth the rights, preferences and terms of the 6.00% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share, (the “Series F Preferred Stock”) and (ii) reclassifying and designating 26,000,000 shares of our authorized and unissued shares of common stock as shares of Series F Preferred Stock. The reclassification decreased the number of shares classified as common stock from 86,290,000 shares immediately prior to the reclassification to 60,290,000 shares immediately after the reclassification. We sold 15,700 shares of our Series F Preferred Stock, raising $0.4 million in net proceeds, during the six months ended June 30, 2025.

Current wording

On February 20, 2020, we filed Articles Supplementary with the Maryland Department of Assessments and Taxation (i) setting forth the rights, preferences and terms of the 6.00% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share, (the “Series F Preferred Stock”) and (ii) reclassifying and designating 26,000,000 shares of our authorized and unissued shares of common stock as shares of Series F Preferred Stock. The reclassification decreased the number of shares classified as common stock from 86,290,000 shares immediately prior to the reclassification to 60,290,000 shares immediately after the reclassification. We sold 15,700 shares of our Series F Preferred Stock, raising $0.4 million in net proceeds, during the nine months ended September 30, 2025.

Previous wording

The primary offering for our Series F Preferred Stock terminated according to its terms on June 1, 2025. We expensed $0.3 million in prepaid offering costs due to the termination.

Current wording

The primary offering of our Series F Preferred Stock terminated according to its terms on June 1, 2025. We expensed $0.3 million in prepaid offering costs due to the termination.

Previous wording

Gladstone Management Corporation, a Delaware corporation (our “Adviser”), seeks to diversify our portfolio to avoid dependence on any one particular tenant, industry or geographic market. By diversifying our portfolio, our Adviser intends to reduce the adverse effect on our portfolio of a single under-performing investment or a downturn in any particular industry or geographic market. For the six months ended June 30, 2025, our largest tenant comprised only 5.3% of total lease revenue. The table below reflects the breakdown of our total lease revenue by tenant industry classification for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

Current wording

Gladstone Management Corporation, a Delaware corporation (our “Adviser”), seeks to diversify our portfolio to avoid dependence on any one particular tenant, industry or geographic market. By diversifying our portfolio, our Adviser intends to reduce the adverse effect on our portfolio of a single under-performing investment or a downturn in any particular industry or geographic market. For the nine months ended September 30, 2025, our largest tenant comprised only 5.3% of total lease revenue. The table below reflects the breakdown of our total lease revenue by tenant industry classification for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

Previous wording

The tables below reflect the breakdown of total lease revenue by state for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

Current wording

The tables below reflect the breakdown of total lease revenue by state for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

Previous wording

Under the terms of the Advisory Agreement, we are responsible for all expenses incurred for our direct benefit. Examples of these expenses include legal, accounting, interest, directors’ and officers’ insurance, stock transfer services, stockholder-related fees, consulting and related fees. In addition, we are also responsible for all fees charged by third parties that are directly related to our business, which include real estate brokerage fees, mortgage placement fees, lease-up fees and transaction structuring fees (although we may be able to pass all or some of such fees on to our tenants and borrowers). Our entrance into the Advisory Agreement and each amendment thereto has been approved unanimously by our board of directors (“Board of Directors”). Our Board of Directors reviews and considers renewing the agreement with our Adviser annually, typically during the month of July. During its July 2025 meeting, our Board of Directors reviewed and renewed the Advisory Agreement and Administration Agreement for an additional year, through August 31, 2026.

Current wording

Under the terms of the Advisory Agreement, we are responsible for all expenses incurred for our direct benefit. Examples of these expenses include legal, accounting, interest, directors’ and officers’ insurance, stock transfer services, stockholder-related fees, consulting and related fees. In addition, we are also responsible for all fees charged by third parties that are directly related to our business, which include real estate brokerage fees, mortgage placement fees, lease-up fees and transaction structuring fees (although we may be able to pass all or some of such fees on to our tenants and borrowers). Our entrance into the Advisory Agreement and each amendment thereto has been approved unanimously by our board of directors (“Board of Directors”). Our Board of Directors reviews and considers renewing the agreement with our Adviser annually, typically during the month of July. During its July 2025 meeting, our Board of Directors reviewed and renewed the Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2026.

Previous wording

Under the Advisory Agreement, we will pay to the Adviser a capital gain-based incentive fee that will be calculated and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement). In determining the capital gain fee, we will calculate aggregate realized capital gains and aggregate realized capital losses for the applicable time period. For this purpose, aggregate realized capital gains and losses, if any, equals the realized gain or loss calculated by the difference between the sales price of the property, less any costs to sell the property and the current gross value of the property (equal to the property’s original acquisition price plus any subsequent non-reimbursed capital improvements) of the disposed property. At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0% of such amount. No capital gain fee was recognized during the three and six months ended June 30, 2025 or 2024.

Current wording

Under the Advisory Agreement, we will pay to the Adviser a capital gain-based incentive fee that will be calculated and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement). In determining the capital gain fee, we will calculate aggregate realized capital gains and aggregate realized capital losses for the applicable time period. For this purpose, aggregate realized capital gains and losses, if any, equals the realized gain or loss calculated by the difference between the sales price of the property, less any costs to sell the property and the current gross value of the property (equal to the property’s original acquisition price plus any subsequent non-reimbursed capital improvements) of the disposed property. At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0% of such amount. No capital gain fee was recognized during the three and nine months ended September 30, 2025 or 2024.

Previous wording

The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies is provided in Note 1 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, filed by us with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2025 (our “2024 Form 10-K”). There were no material changes to our critical accounting policies or estimates during the six months ended June 30, 2025.

Current wording

The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies is provided in Note 1 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024, filed by us with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2025 (our “2024 Form 10-K”). There were no material changes to our critical accounting policies or estimates during the nine months ended September 30, 2025.

Previous wording

The weighted average yield on our total portfolio, which was 8.5% and 8.6% as of June 30, 2025 and 2024, respectively, is calculated by taking the annualized straight-line rents plus operating expense recoveries, reflected as lease revenue on our condensed consolidated statements of operations and other comprehensive income, less property operating expenses, of each acquisition since inception, as a percentage of the acquisition cost plus subsequent capital improvements. The weighted average yield does not account for the interest expense incurred on the mortgages placed on our properties or other types of existing indebtedness.

Current wording

The weighted average yield on our total portfolio, which was 8.5% and 8.5% as of September 30, 2025 and 2024, respectively, is calculated by taking the annualized straight-line rents plus operating expense recoveries, reflected as lease revenue on our condensed consolidated statements of operations and other comprehensive income, less property operating expenses, of each acquisition since inception, as a percentage of the acquisition cost plus subsequent capital improvements. The weighted average yield does not account for the interest expense incurred on the mortgages placed on our properties or other types of existing indebtedness.

Previous wording

A comparison of our operating results for the three and six months ended June 30, 2025 and 2024 is below (dollars in thousands, except per share amounts):

Current wording

A comparison of our operating results for the three and nine months ended September 30, 2025 and 2024 is below (dollars in thousands, except per share amounts):

Previous wording

Lease revenues consist of rental income and operating expense recoveries earned from our tenants. Lease revenues from same store properties increased for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, due to an increase in recovery revenue from property expenses and an increase in rental rates from leasing activity subsequent to the three months ended June 30, 2024. Lease revenues increased for acquired and disposed of properties for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, primarily due to an increase in recovery revenue from property expenses and an increase in rental rates on the 12 properties acquired subsequent to June 30, 2024, partially offset by accelerated rent on a lease termination during the three and six months ended June 30, 2024. Lease revenues decreased for our properties with vacancy for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, mainly due to a loss of rental revenue from increased vacancy, partially offset by an increase in variable lease payments.

Current wording

Lease revenues consist of rental income and operating expense recoveries earned from our tenants. Lease revenues from same store properties decreased for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, due to a settlement received at one of our properties related to deferred maintenance in the prior period, partially offset by an increase in recovery revenue from property expenses and an increase in rental rates from leasing activity subsequent to the three months ended September 30, 2024. Lease revenues from same store properties increased for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, due to an increase in recovery revenue from property expenses and an increase in rental rates from leasing activity subsequent to the nine months ended September 30, 2024, partially offset by a settlement received at one of our properties related to deferred maintenance in the prior period. Lease revenues increased for acquired and disposed of properties for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily due to an increase in recovery revenue from property expenses and an increase in rental rates on the 20 properties acquired subsequent to September 30, 2024, partially offset by accelerated rent on a lease termination during the three and nine months ended September 30, 2024. Lease revenues decreased for our properties with vacancy for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, mainly due to a loss of rental revenue from increased vacancy, partially offset by an increase in variable lease payments.

Previous wording

Depreciation and amortization expense decreased for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, due to the reduced depreciation and amortization expense from the five property sales subsequent to June 30, 2024, partially offset by an increase in depreciation and amortization expense on the 12 properties acquired subsequent to June 30, 2024.

Current wording

Depreciation and amortization expense increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to an increase in depreciation and amortization expense on the 20 properties acquired subsequent to September 30, 2024, partially offset by the reduced depreciation and amortization expense from the five property sales during and subsequent to September 30, 2024.

Previous wording

Property operating expenses consist of franchise taxes, property management fees, insurance, ground lease payments, property maintenance and repair expenses paid on behalf of certain of our properties. The increase in property operating expenses for same store properties for the three and six months ended June 30, 2025, from the comparable 2024 period, was a result of general cost increases due to the inflationary environment during the three and six months ended June 30, 2025. The decrease in property operating expenses for acquired and disposed of properties for the three and six months ended June 30, 2025, from the comparable 2024 period, is a result of a decrease in property operating expenses from the seven property sales during and subsequent to June 30, 2024, minimally offset by the property operating expense from the 12 properties acquired subsequent to June 30, 2024. The increase in property operating expenses for properties with vacancy for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, is primarily a result of increased real estate expense and other general cost increases due to the inflationary environment.

Current wording

Property operating expenses consist of franchise taxes, property management fees, insurance, ground lease payments, property maintenance and repair expenses paid on behalf of certain of our properties. The increase in property operating expenses for same store properties for the three and nine months ended September 30, 2025, from the comparable 2024 period, was a result of general cost increases due to the inflationary environment and increased repair expenses during the three and nine months ended September 30, 2025. The decrease in property operating expenses for acquired and disposed of properties for the three and nine months ended September 30, 2025, from the comparable 2024 period, is a result of a decrease in property operating expenses from the five property sales during and subsequent to September 30, 2024, minimally offset by the property operating expense from the 20 properties acquired subsequent to September 30, 2024. The decrease in property operating expenses for properties with vacancy for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, is primarily a result of selling one fully vacant property during the quarter. The increase in property operating expenses for properties with vacancy for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, is primarily a result of increased real estate expense and other general cost increases due to the inflationary environment.

Previous wording

The base management fee paid to the Adviser increased for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, due to an increase in Gross Tangible Real Estate over the three and six months ended June 30, 2025 from property acquisitions as compared to Gross Tangible Real Estate during the three and six months ended June 30, 2024. The calculation of the base management fee is described in detail above under the subheading “Advisory and Administration Agreements.”

Current wording

The base management fee paid to the Adviser increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to an increase in Gross Tangible Real Estate over the three and nine months ended September 30, 2025 from property acquisitions as compared to Gross Tangible Real Estate during the three and nine months ended September 30, 2024. The calculation of the base management fee is described in detail above under the subheading “Advisory and Administration Agreements.”

Previous wording

The net incentive fee paid to the Adviser decreased for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, due to the Adviser waiving a larger portion of the incentive fee for the three and six months ended June 30, 2025. The calculation of the incentive fee is described in detail above under the subheading “Advisory and Administration Agreements.”

Current wording

The net incentive fee paid to the Adviser decreased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to the Adviser unconditionally waiving a larger portion of the incentive fee for the three and nine months ended September 30, 2025. The calculation of the incentive fee is described in detail above under the subheading “Advisory and Administration Agreements.”

Previous wording

The administration fee paid to the Administrator decreased slightly for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, due to our Administrator allocating a smaller portion of expenses to us. The calculation of the administration fee is described in detail above under the subheading“Advisory and Administration Agreements.”

Current wording

The administration fee paid to the Administrator decreased slightly for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to our Administrator allocating a smaller portion of expenses to us. The calculation of the administration fee is described in detail above under the subheading“Advisory and Administration Agreements.”

Previous wording

General and administrative expenses increased for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, mainly due to higher audit expenses and expensing Series F Preferred Stock prepaid offering costs due to the termination of the primary offering.

Current wording

General and administrative expenses decreased for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, mainly due to lower general expenses. General and administrative expenses increased for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, mainly due to higher audit expenses and expensing Series F Preferred Stock prepaid offering costs due to the termination of the primary offering.

Previous wording

Interest expense increased for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024. This increase was primarily the result of increased interest costs on variable rate debt, as a result of larger amounts drawn on the Revolver, as well as new interest expense on the 2029 Notes.

Current wording

Interest expense increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024. This increase was primarily the result of increased interest costs on variable rate debt, as a result of larger amounts drawn on the Revolver, as well as new interest expense on the 2029 Notes.

Previous wording

We sold one non-core office property during the six months ended June 30, 2025, and as a result, incurred a gain on sale of real estate, net. We sold four non-core office properties during the six months ended June 30, 2024, and as a result, incurred a gain on sale of real estate, net, and a gain on debt extinguishment, net.

Current wording

We sold two non-core properties during the nine months ended September 30, 2025, and as a result, incurred a gain on sale of real estate, net. We sold six non-core office properties during the nine months ended September 30, 2024, and as a result, incurred a gain on sale of real estate, net, and a gain on debt extinguishment, net.

Previous wording

Other income decreased for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, due to incurring $0.3 million in closing costs associated with the completion of the sale transaction at our Tifton, Georgia property. Other income increased for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, due to interest income earned from sales-types leases and nonrecurring income items.

Current wording

Other income increased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, due to interest income earned from sales-types leases and nonrecurring income items, partially offset by $0.3 million in closing costs associated with the completion of the sale transaction of our Tifton, Georgia property.

Previous wording

Net income (loss) available (attributable) to common stockholders and Non-controlling OP Unitholders increased for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, primarily due to an increase in recovery revenue from property expenses, an increase in rental rates from leasing activity, a decrease in the net incentive fee payable to the Adviser, and lower depreciation expense. This was partially offset by higher general and administrative fees during the period.

Current wording

Net income available to common stockholders and Non-controlling OP Unitholders decreased for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, primarily due to the gain on sale, net, from the prior period coupled with an increase in interest expense in the current period. This was partially offset by an increase in recovery revenue from property expenses, an increase in rental rates from leasing activity, a decrease in the net incentive fee payable to the Adviser, lower depreciation expense, and higher impairment in the prior period.

Previous wording

Our sources of liquidity include cash flows from operations, cash and cash equivalents, borrowings under our Credit Facility, and additional issuances of equity and/or debt securities. Our available liquidity as of June 30, 2025 was $38.7 million, consisting of approximately $11.7 million in cash and cash equivalents and available borrowing capacity of $27.0 million under our Credit Facility. Our available borrowing capacity under the Credit Facility decreased to $25.1 million as of August 6, 2025.

Current wording

Our sources of liquidity include cash flows from operations, cash and cash equivalents, borrowings under our Credit Facility, and additional issuances of equity and/or debt securities. Our available liquidity as of September 30, 2025 was $24.6 million, consisting of approximately $18.4 million in cash and cash equivalents and available borrowing capacity of $6.2 million under our Credit Facility. Our available borrowing capacity under the Credit Facility increased to $63.0 million as of November 3, 2025.

Previous wording

During the six months ended June 30, 2025, we raised net proceeds of $38.0 million of common equity under the 2024 Common Stock Sales Agreement. We raised net proceeds of $0.4 million from sales of our Series F Preferred Stock during the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2025, we raised net proceeds of $61.0 million of common equity under the 2024 Common Stock Sales Agreement. We raised net proceeds of $0.4 million from sales of our Series F Preferred Stock during the nine months ended September 30, 2025. The primary offering of our Series F Preferred Stock terminated according to its terms on June 1, 2025.

Previous wording

As of June 30, 2025, we had 39 mortgage notes payable in the aggregate principal amount of $259.5 million, collateralized by a total of 44 properties with a remaining weighted average maturity of 3.1 years. The weighted-average interest rate on the mortgage notes payable as of June 30, 2025 was 4.22%.

Current wording

As of September 30, 2025, we had 39 mortgage notes payable in the aggregate principal amount of $257.1 million, collateralized by a total of 45 properties with a remaining weighted average maturity of 2.9 years. The weighted-average interest rate on the mortgage notes payable as of September 30, 2025 was 4.22%.

Previous wording

As of June 30, 2025, we had mortgage debt in the aggregate principal amount of $7.9 million payable during the remainder of 2025 and $35.4 million payable during 2026. The 2025 principal amount payable includes both amortizing principal payments and one balloon principal payment due during the remaining six months of 2025. We anticipate being able to refinance our mortgages that come due during 2026 with a combination of new mortgage debt, availability under our Credit Facility, the issuance of long-term unsecured notes in the private placement market, the issuance of additional equity securities under our 2024 Common Stock Sales Agreement, the sale and issuance of other equity securities that are registered under the 2024 Registration Statement, or the sale and issuance of unregistered equity or debt securities.

Current wording

As of September 30, 2025, we had mortgage debt in the aggregate principal amount of $5.5 million payable during the remainder of 2025 and $35.4 million payable during 2026. The 2025 principal amount payable includes both amortizing principal payments and one balloon principal payment that was repaid on October 30, 2025. We anticipate being able to refinance our mortgages that come due during 2026 with a combination of new mortgage debt, availability under our Credit Facility, the issuance of long-term unsecured notes in the private placement market, the issuance of additional equity securities under our 2024 Common Stock Sales Agreement, the sale and issuance of other equity securities that are registered under the 2024 Registration Statement, or the sale and issuance of unregistered equity or debt securities.

Showing the first 40 of 50 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

On March 26, 2024, we entered into Amendment No. 1 to the 2023 Common Stock Sales Agreement (as amended time to time, the “2024 Common Stock Sales Agreement”). The amendment permitted shares of common stock to be issued pursuant to the 2024 Common Stock Sales Agreement under the Company’s Registration Statement on Form S-3 (File No. 333-277877) (the

Current report — wording carried from elsewhere

Net Income Available to Common Stockholders and Non-controlling OP Unitholders
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

These uncertain times create both risks and opportunities for us and our tenants, and we believe we are well-capitalized and positioned to take advantage. The environmental landscape remains unpredictable due to the increase in intensity of weather patterns, including hurricanes. We continue to monitor our properties and have not seen any significant impact to our properties in Florida, Georgia, North Carolina, South Carolina, Tennessee, and Texas from the recently begun hurricane season.

Previous report — wording carried elsewhere

Net Income (Loss) Available (Attributable) to Common Stockholders and Non-controlling OP Unitholders