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GLADSTONE COMMERCIAL CORP

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

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, 2026 · Filed Nov 3, 2026

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 2026-06-30; filed 2026-08-05.

0001234006-26-000018

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-03.

0001234006-26-000024

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 144 previous paragraphs and 139 current paragraphs.

85 unchanged; 49 reworded; 5 added; 7 removed; 3 previous and 0 current paragraphs rearranged.

Tables are not compared: 18 previous and 18 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 (5)

Current report

The third quarter of 2026 continued to experience a resilient business environment despite ongoing macroeconomic uncertainty, including persistent inflation, elevated interest rates, and geopolitical conflict in the Middle East. During the quarter, the Federal Reserve increased its benchmark interest rate by 25 basis points, bringing the federal funds target range to 3.75% to 4.00%. The 10-year Treasury yield also increased significantly, rising from approximately 4.4% to 5.3% during the quarter. Despite these higher borrowing costs, economic activity continued to expand, supported by consumer spending and business investment. However, persistent inflation and the potential for interest rates to remain elevated may create additional pressure on businesses and consumers in the coming quarters. We continue to monitor these conditions and their potential impact on our tenants and investment activity.

Current report

According to Colliers International Group, Inc. (“Colliers”), industrial real estate demand strengthened during the third quarter of 2026, with approximately 83.0 million square feet of net absorption, the strongest quarterly total since 2022 and an increase of 38% from the prior quarter. New supply totaled approximately 71.0 million square feet, with demand exceeding new supply for the second consecutive quarter. The national industrial vacancy rate declined by 5 basis points to 7.2%, marking the second consecutive quarterly decline, although vacancy remains elevated relative to historical averages. National warehouse and distribution asking rents increased modestly to $10.43 per square foot, up 0.7% year-over-year, as pricing continued to stabilize. While improving absorption and moderating new supply indicate strengthening market fundamentals, conditions vary by market and elevated vacancy may continue to constrain near-term rent growth.

Current report

During the nine months ended September 30, 2026, we acquired two industrial properties, which are summarized below (dollars in thousands):

Current report

Net (Loss) Income (Attributable) Available to Common Stockholders and Non-controlling OP Unitholders
Removed paragraphs (7)

Previous report

The second quarter of 2026 had a business environment that was resilient in the face of turbulent macroeconomic conditions, including conflict in the Middle East. After similar macroeconomic conditions in 2025 (marked by geopolitical conflict, inflation, and domestic policy uncertainty), businesses and consumers seem to have adjusted and continued with normal operations. With no Federal Reserve rate changes during the second quarter of 2026, the 10-year treasury yield increased modestly, moving from the 4.3% range to the 4.5% range during the quarter. Despite this uptick, businesses and consumers continue to press forward and make decisions, providing optimism for the remainder of the year so long as negative macroeconomic conditions do not escalate.

Previous report

According to Colliers International Group, Inc. (“Colliers”), industrial real estate demand remained positive in the second quarter of 2026, with approximately 59.0 million square feet of net absorption recorded in the quarter, more than double the year-over-year total. Also, according to Colliers, the vacancy rate either declined or stabilized during the quarter in a majority of markets tracked, resulting in second quarter 2026 national industrial vacancy rate of 7.3%. This indicates that industrial market conditions have stabilized and may be past peak vacancy. National industrial rent growth remained essentially flat as coastal markets corrected from outsized rent growth during pandemic-era expansion and most markets entering a period of pricing stability. With vacancy leveling off and absorption remaining strong, rents are expected to remain stable through the remainder of 2026.

Previous report

During the six months ended June 30, 2026, we acquired one industrial property, which is summarized below (dollars in thousands):

Previous report

On July 28, 2026, we purchased a 146,650 square foot industrial property in Red Bud, Illinois for $6.6 million. This property is fully leased to one tenant on an 8.4 year lease.

Previous report

Effective June 1, 2026, George “Chip” Stelljes, III was elected to our Board of Directors, where he was also appointed to serve on the Compensation Committee, the Ethics, Nominating & Corporate Governance Committee, and the Valuation Committee.
Reworded paragraphs (49)

Previous wording

•the weighted average remaining term of our mortgage debt was 2.1 years, and the weighted average interest rate was 4.20%;

Current wording

•the weighted average remaining term of our mortgage debt was 2.0 years, and the weighted average interest rate was 4.20%;

Previous wording

•the weighted average remaining term of our senior unsecured notes was 3.9 years, and the weighted average interest rate was 6.22%; and

Current wording

•the weighted average remaining term of our senior unsecured notes was 3.7 years, and the weighted average interest rate was 6.22%; and

Previous wording

We collected 100% of all outstanding base rents for the six months ended June 30, 2026. We believe this reflects the strength of our credit underwriting and ongoing asset management. Our tenant base remains diversified, with limited exposure to tenants in the retail, hospitality, airlines, and oil and gas industries. Additionally, our properties are located across 27 states, which we believe helps limit our exposure to regional economic, regulatory, or weather-related risks 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, 2026. We believe this reflects the strength of our credit underwriting and ongoing asset management. Our tenant base remains diversified, with limited exposure to tenants in the retail, hospitality, airlines, and oil and gas industries. Additionally, our properties are located across 27 states, which we believe helps limit our exposure to regional economic, regulatory, or weather-related risks 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

Broader economic and geopolitical uncertainty continues to influence tenant decision making, particularly for industrial users evaluating supply chain resiliency, inventory strategy, and domestic production needs. Uncertainty surrounding the future path of monetary policy, including the change in Federal Reserve leadership in 2026, may contribute to volatility in interest rates and capital markets conditions. Geopolitical conflict, particularly in the Middle East, continues to create risk for global trade flows, energy markets, and supply chains. The Strait of Hormuz remains a critical global energy chokepoint, and the disruption to trade flows could impact energy prices, transportation costs, and overall economic activity. These dynamics may affect tenant operating costs and timing of leasing decisions.

Current wording

Broader economic and geopolitical uncertainty continues to influence tenant decision making, particularly for industrial users evaluating supply chain resiliency, inventory strategy, and domestic production needs. Persistent inflation and uncertainty surrounding the future path of monetary policy may continue to contribute to volatility in interest rates and capital market conditions, affecting financing costs and business investment. Geopolitical conflict, particularly in the Middle East, continues to create risks for global trade flows, energy markets, and supply chains. The Strait of Hormuz remains a critical global energy chokepoint, and disruptions to trade flows could impact energy prices, transportation costs, and overall economic activity. These dynamics may affect tenant operating costs and the timing of leasing decisions.

Previous wording

At the same time, ongoing onshoring and reshoring initiatives in the U.S., supported by federal policy incentives and supply chain security considerations, continue to drive investment in domestic manufacturing and logistics infrastructure. While these trends may support long-term industrial demand, they typically require extended planning and capital investment and may take time to translate into leasing activity. These conditions create both risks and opportunities for us and our tenants, and we believe we are well capitalized and positioned to respond as market conditions evolve. Severe weather and climate-related events may impact certain markets; however, recent periods have resulted in no such related disruptions to our portfolio.

Current wording

At the same time, ongoing onshoring and reshoring initiatives in the U.S., supported by federal policy incentives and supply chain security considerations, continue to encourage investment in domestic manufacturing and logistics infrastructure. While these trends may support long-term industrial demand, they typically require extended planning and capital investment and may take time to translate into leasing activity. These conditions create both risks and opportunities for us and our tenants, and we believe we are well capitalized and positioned to respond as market conditions evolve. Severe weather and climate-related events may impact certain markets; however, recent periods have resulted in no such related disruptions to our portfolio.

Previous wording

Operationally, we remain focused on maintaining high occupancy through lease renewals and releasing activity, managing upcoming lease expirations, and addressing upcoming debt maturities. Currently, we have six partially vacant buildings and no fully vacant buildings. Our available vacant space at June 30, 2026 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 $2.5 million. We continue to actively seek new tenants for these properties.

Current wording

Operationally, we remain focused on maintaining high occupancy through lease renewals and re-leasing activity, managing upcoming lease expirations, and addressing upcoming debt maturities. Currently, we have four partially vacant buildings and no fully vacant buildings. Our available vacant space at September 30, 2026 represented 0.7% of our total square footage and the annual carrying costs on the vacant space, including real estate taxes and property operating expenses, are approximately $1.4 million. We continue to actively seek new tenants for these properties.

Previous wording

We believe our lease expiration schedule for the remainder of 2026 is manageable, equating to 7.1% of our lease revenue at June 30, 2026. A majority of these expirations are currently in discussions for renewal, which we believe reduces near-term rollover risk. Property acquisitions since the beginning of 2021 have totaled $499.7 million and all but one acquisition transaction was industrial in nature, with a weighted average lease term of 14.9 years at time of the acquisition and a weighted average lease term of 12.2 years at the time of this filing.

Current wording

We believe our lease expiration schedule for the remainder of 2026 is manageable, equating to 5.3% of our lease revenue at September 30, 2026. A majority of these expirations are currently in discussions for renewal, which we believe reduces near-term rollover risk. Property acquisitions since the beginning of 2021 have totaled $506.3 million, and all but one acquisition transaction was industrial in nature, with a weighted average lease term of 14.8 years at the time of the acquisition and a weighted average lease term of 11.9 years at the time of this filing.

Previous wording

During the six months ended June 30, 2026, we continued to execute our capital recycling program, whereby we sell properties and redeploy 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 properties as reasonable disposition opportunities become available. We sold one property, located in Charlotte, North Carolina, and a portion of a land parcel, located in Ocala, Florida, during the six months ended June 30, 2026, which are summarized in the table below (dollars in thousands):

Current wording

During the nine months ended September 30, 2026, we continued to execute our capital recycling program, whereby we sell properties and redeploy 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 properties as reasonable disposition opportunities become available. We sold one property, located in Charlotte, North Carolina, and a portion of a land parcel, located in Ocala, Florida, during the nine months ended September 30, 2026, which are summarized in the table below (dollars in thousands):

Previous wording

During the six months ended June 30, 2026, we executed eight leases, which are summarized below (dollars in thousands):

Current wording

During the nine months ended September 30, 2026, we executed 12 leases, which are summarized below (dollars in thousands):

Previous wording

During the six months ended June 30, 2026, we had two lease terminations, which are summarized below (dollars in thousands):

Current wording

During the nine months ended September 30, 2026, we had two lease terminations, which are summarized below (dollars in thousands):

Previous wording

During the six months ended June 30, 2026, we repaid two mortgages, collateralized by two properties, which are summarized in the table below (dollars in thousands):

Current wording

During the nine months ended September 30, 2026, we repaid two mortgages, collateralized by two properties, which are summarized in the table below (dollars in thousands):

Previous wording

During the six months ended June 30, 2026, we extended the maturity date of one mortgage, collateralized by two properties, which is summarized in the table below (dollars in thousands):

Current wording

During the nine months ended September 30, 2026, we extended the maturity date of one mortgage, collateralized by two properties, which is summarized in the table below (dollars in thousands):

Previous wording

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. 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 six months ended June 30, 2026, we did not sell shares of common stock under the 2024 Common Stock Sales Agreement, as amended.

Current wording

On March 26, 2024, we entered into Amendment No. 1 to the 2023 Common Stock Sales Agreement (as amended from 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 “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, 2026, we sold 168,868 shares of common stock, raising approximately $2.2 million in net proceeds under the 2024 Common Stock Sales Agreement, as amended.

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, 2026, our largest tenant comprised only 5.0% 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, 2026 and 2025 (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, 2026, our largest tenant comprised only 5.0% 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, 2026 and 2025 (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, 2026 and 2025 (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, 2026 and 2025 (dollars in thousands):

Previous wording

Our Adviser and Administrator also provide investment advisory and administrative services, respectively, to certain of our affiliates, including, but not limited to, Gladstone Capital Corporation and Gladstone Investment Corporation, both publicly-traded business development companies, Gladstone Land Corporation, a publicly-traded REIT that primarily invests in farmland, and Gladstone Alternative Income Fund, a non-diversified, closed-end management company that operates as an “interval fund” that is also our affiliate. With the exception of Mr. Gary Gerson, our chief financial officer, Mr. Jay Beckhorn, our treasurer, and Mr. Cooper, all of our executive officers and all of our directors serve as either directors or executive officers, or both, of Gladstone Capital Corporation, Gladstone Investment Corporation, and Gladstone Alternative Income Fund. In addition, with the exception of Messrs. Cooper and Gerson, all of our executive officers and all of our directors, serve as either directors or executive officers, or both, of Gladstone Land Corporation. Messrs. Cooper and Gerson generally spend all of their time focused on the Company, and do not put forth any material efforts in assisting affiliated companies. In the future, our Adviser may provide investment advisory services to other companies, both public and private.

Current wording

Our Adviser and Administrator also provide investment advisory and administrative services, respectively, to certain of our affiliates, including, but not limited to, Gladstone Capital Corporation and Gladstone Investment Corporation, both publicly-traded business development companies, Gladstone Land Corporation, a publicly-traded REIT that primarily invests in farmland, and Gladstone Alternative Income Fund, a non-diversified, closed-end management company that operates as an “interval fund” that is also our affiliate. With the exception of Mr. Cooper, our chief executive officer and president, Mr. Gary Gerson, our executive vice president and chief financial officer, Mr. Jay Beckhorn, our treasurer, and Ryan Carter, our executive vice president, all of our executive officers and all of our directors serve as either directors or executive officers, or both, of Gladstone Capital Corporation, Gladstone Investment Corporation, and Gladstone Alternative Income Fund. In addition, with the exception of Messrs. Cooper and Gerson, all of our executive officers and all of our directors, serve as either directors or executive officers, or both, of Gladstone Land Corporation. Messrs. Cooper and Gerson generally spend all of their time focused on the Company, and do not put forth any material efforts in assisting affiliated companies. In the future, our Adviser may provide investment advisory services to other companies, both public and private.

Previous wording

We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator, which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by Mr. David Gladstone, our chairman. We have entered into an advisory agreement with our Adviser, as amended from time to time (the “Advisory Agreement”), and an administration agreement with our Administrator (the “Administration Agreement”). The services and fees under the Advisory Agreement and Administration Agreement are described below.

Current wording

We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator, which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. Each of our Adviser and our Administrator is an affiliate of ours, as the parent company of each is owned and controlled by Mr. David Gladstone, our chairman. We have entered into an advisory agreement with our Adviser, as amended from time to time (the “Advisory Agreement”), and an administration agreement with our Administrator (the “Administration Agreement”). The services and fees under the Advisory Agreement and Administration Agreement are described below.

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. Our Board of Directors reviews and considers renewing the agreement with our Adviser annually, typically during the month of July. During its July 2026 meeting, our Board of Directors reviewed and renewed the Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2027.

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. Our Board of Directors reviews and considers the agreement with our Adviser annually, typically during the month of July. During its July 2026 meeting, our Board of Directors reviewed and approved the continuation of the Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2027.

Previous wording

Pursuant to the Advisory Agreement, the calculation of the incentive fee rewards the Adviser in circumstances where our quarterly Core FFO (defined at the end of this paragraph), before giving effect to any incentive fee, or pre-incentive fee Core FFO, exceeds 2.0% quarterly, or 8.0% annualized, of adjusted total equity (after giving effect to the base management fee but before giving effect to the incentive fee). We refer to this as the new hurdle rate. The Adviser will receive 15.0% of the amount of our pre-incentive fee Core FFO that exceeds the new hurdle rate. However, in no event shall the incentive fee for a particular quarter exceed by 15.0% (the cap) the average quarterly incentive fee paid by us for the previous four quarters (excluding quarters for which no incentive fee was paid). Core FFO (as defined in the Advisory Agreement) is GAAP net income (loss) available (attributable) to common stockholders, excluding the incentive fee, depreciation and amortization, any realized and unrealized gains, losses or other non-cash items recorded in net income (loss) available (attributable) to common stockholders for the period, and one-time events pursuant to changes in GAAP.

Current wording

Pursuant to the Advisory Agreement, the calculation of the incentive fee rewards the Adviser in circumstances where our quarterly Core FFO (defined at the end of this paragraph), before giving effect to any incentive fee, or pre-incentive fee Core FFO, exceeds 2.0% quarterly, or 8.0% annualized, of adjusted total equity (after giving effect to the base management fee but before giving effect to the incentive fee). We refer to this as the hurdle rate. The Adviser will receive 15.0% of the amount of our pre-incentive fee Core FFO that exceeds the hurdle rate. However, in no event shall the incentive fee for a particular quarter exceed by 15.0% (the cap) the average quarterly incentive fee paid by us for the previous four quarters (excluding quarters for which no incentive fee was paid). Core FFO (as defined in the Advisory Agreement) is GAAP net income (loss) available (attributable) to common stockholders, excluding the incentive fee, depreciation and amortization, any realized and unrealized gains, losses or other non-cash items recorded in net income (loss) available (attributable) to common stockholders for the period, and one-time events pursuant to changes in GAAP.

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.

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, 2026 or 2025.

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, 2025, filed by us with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2026 (our “2025 Form 10-K”). There were no material changes to our critical accounting policies or estimates during the six months ended June 30, 2026.

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, 2025, filed by us with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2026 (our “2025 Form 10-K”). There were no material changes to our critical accounting policies or estimates during the nine months ended September 30, 2026.

Previous wording

The weighted average yield on our total portfolio, which was 8.4% and 8.5% as of June 30, 2026 and 2025, 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 8.3% and 8.5% as of September 30, 2026 and 2025, 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, 2026 and 2025 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, 2026 and 2025 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, 2026, as compared to the three and six months ended June 30, 2025, due to an increase in recovery revenue from property expenses and an increase in rental rates from leasing activity subsequent to the six months ended June 30, 2025. Lease revenues increased for acquired and disposed of properties for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to lease revenue from the 10 properties acquired subsequent to June 30, 2025. This was coupled with a termination fee recognized on the property sold during the three months ended June 30, 2026. Lease revenues decreased for our properties with vacancy for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, mainly due to a decrease in recovery revenue from lower property expenses.

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, 2026, as compared to the three months ended September 30, 2025, due to a decrease in lease revenue recognized on below-market lease liabilities that fully amortized in the prior period. Lease revenues from same store properties increased for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, 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, 2025. Lease revenues increased for acquired and disposed of properties for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025, primarily due to lease revenue from the 11 properties acquired during and subsequent to September 30, 2025. This was coupled with a termination fee recognized on the property sold during the three months ended June 30, 2026. Lease revenues increased for our properties with vacancy for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, mainly due to an increase in rental rates from leasing activity subsequent to the nine months ended September 30, 2025. Lease revenues decreased for our properties with vacancy for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, mainly due to a decrease in recovery revenue from lower property expenses.

Previous wording

Depreciation and amortization expense increased for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, due to an increase in depreciation and amortization expense on the 10 properties acquired subsequent to June 30, 2025, partially offset by the reduced depreciation and amortization expense from the two property sales subsequent to June 30, 2025.

Current wording

Depreciation and amortization expense increased for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025, due to an increase in depreciation and amortization expense on the 11 properties acquired during and subsequent to September 30, 2025, partially offset by the reduced depreciation and amortization expense from the one property sale subsequent to September 30, 2025.

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, 2026, from the comparable 2025 period, was a result of general cost increases due to the inflationary environment and increased property maintenance expenses during the three and six months ended June 30, 2026. The increase in property operating expenses for acquired and disposed of properties for the three and six months ended June 30, 2026, from the comparable 2025 period, is a result of an increase in property operating expenses from the 10 properties acquired subsequent to June 30, 2025, partially offset by lower property operating expenses at the two properties sold subsequent to June 30, 2025. The decrease in property operating expenses for properties with vacancy for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, is mainly due to a decrease in overall property expenses at vacant properties.

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, 2026, from the comparable 2025 periods, was a result of general cost increases due to the inflationary environment and increased property maintenance expenses during the three and nine months ended September 30, 2026. The increase in property operating expenses for acquired and disposed of properties for the three and nine months ended September 30, 2026, from the comparable 2025 periods, is a result of an increase in property operating expenses from the 11 properties acquired during and subsequent to September 30, 2025, partially offset by lower property operating expenses at the one property sold subsequent to September 30, 2025. The decrease in property operating expenses for properties with vacancy for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025, is mainly due to a decrease in real estate tax and repair expenses at vacant properties.

Previous wording

The base management fee paid to the Adviser increased for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, due to an increase in Gross Tangible Real Estate over the three and six months ended June 30, 2026 from property acquisitions as compared to Gross Tangible Real Estate during the three and six months ended June 30, 2025. 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, 2026, as compared to the three and nine months ended September 30, 2025, due to an increase in Gross Tangible Real Estate over the three and nine months ended September 30, 2026 from property acquisitions as compared to Gross Tangible Real Estate during the three and nine months ended September 30, 2025. 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 increased for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, due to the Adviser unconditionally waiving only a portion of the incentive fee for the three months ended June 30, 2026, but waiving the full incentive fee for the three months ended June 30, 2025. The net incentive fee paid to the Adviser decreased for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, due to a lower gross incentive fee calculated for the six months ended June 30, 2026. 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 increased for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025, due to the Adviser unconditionally waiving only a portion of the incentive fee for the three months ended September 30, 2026, but waiving the full incentive fee for the three 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 increased slightly for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, due to our Administrator allocating a larger 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 for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, due to our Administrator allocating a smaller portion of expenses to us. The administration fee paid to the Administrator increased slightly for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, due to our Administrator allocating a larger 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 decreased for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, mainly due to expensing Series F Preferred Stock prepaid offering costs in the prior period following the termination of the primary offering.

Current wording

General and administrative expenses decreased for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025, mainly due to expensing Series F Preferred Stock prepaid offering costs in the prior period following the termination of the primary offering.

Previous wording

Interest expense increased for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025. This increase was primarily the result of increased interest costs on variable rate debt, as a result of larger amounts drawn on the Credit Facility, as well as new interest expense on the 2030 Notes.

Current wording

Interest expense increased for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025. This increase was primarily the result of increased interest costs on variable rate debt, as a result of larger amounts drawn on the Credit Facility, as well as interest expense on the 2030 Notes entered into on December 15, 2025.

Previous wording

We sold one property and a portion of a land parcel during the six months ended June 30, 2026, and as a result, incurred a gain on sale of real estate, net. We sold one office property during the six months ended June 30, 2025, and as a result, incurred a gain on sale of real estate, net.

Current wording

We sold one property and a portion of a land parcel during the nine months ended September 30, 2026, and as a result, incurred a gain on sale of real estate, net. We sold two properties during the nine months ended September 30, 2025, and as a result, incurred a gain on sale of real estate, net.

Previous wording

We recognized other income during the three months ended June 30, 2026 and other expense during the six months ended June 30, 2026, due to nonrecurring items that occurred during the periods. We recognized other expense during the three months ended June 30, 2025, due to incurring closing costs associated with the completion of the sale transaction at our Tifton, Georgia property and recognized other income during the six months ended June 30, 2025 due to interest income earned from sales-types leases and nonrecurring income items.

Current wording

We recognized other income during the three and nine months ended September 30, 2026 due to nonrecurring items that occurred during the periods. We recognized other income during the three and nine months ended September 30, 2025, due to interest income earned from sales-type leases and nonrecurring income items, partially offset by incurring closing costs associated with the completion of the sale transaction at our Tifton, Georgia property.

Previous wording

Net income available to common stockholders and Non-controlling OP Unitholders increased for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to an increase in rental rates from leasing and acquisition activity, a termination fee recognized in the current period, and a higher gain on sale, net. This was partially offset by an increase in interest expense, an increase in depreciation expense from acquisition activity, and other income recognized in the prior period from sales-types leases.

Current wording

We recognized net loss attributable to common stockholders and Non-controlling OP Unitholders for the three months ended September 30, 2026, as compared to net income available to common stockholders and Non-controlling OP Unitholders for the three months ended September 30, 2025, primarily due to an increase in interest expense, an increase in depreciation expense from acquisition activity, a higher net incentive fee, and an impairment charge recognized during the period. This was partially offset by an increase in rental rates from leasing and acquisition activity. Net income available to common stockholders and Non-controlling OP Unitholders decreased for the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025, primarily due to an increase in interest expense, an increase in depreciation expense from acquisition activity, an impairment charge recognized during the period, and a decrease in other income recognized in the prior period from sales-type leases. This was partially offset by an increase in rental rates from leasing and acquisition activity, a termination fee recognized in the current period, and a higher gain on sale, net.

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, 2026 was $80.8 million, consisting of approximately $10.4 million in cash and cash equivalents and available borrowing capacity of $70.4 million under our Credit Facility. Our available borrowing capacity under the Credit Facility decreased to $68.8 million as of August 5, 2026.

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, 2026 was $75.7 million, consisting of approximately $10.8 million in cash and cash equivalents and available borrowing capacity of $64.9 million under our Credit Facility. Our available borrowing capacity under the Credit Facility increased to $70.2 million as of November 3, 2026.

Previous wording

During the six months ended June 30, 2026, we did not sell any common equity under the 2024 Common Stock Sales Agreement.

Current wording

During the nine months ended September 30, 2026, we raised net proceeds of $2.2 million of common equity under the 2024 Common Stock Sales Agreement.

Previous wording

As of June 30, 2026, we had 36 mortgage notes payable in the aggregate principal amount of $245.2 million, collateralized by a total of 42 properties with a remaining weighted average maturity of 2.2 years. The weighted-average interest rate on the mortgage notes payable as of June 30, 2026 was 4.20%.

Current wording

As of September 30, 2026, we had 36 mortgage notes payable in the aggregate principal amount of $243.1 million, collateralized by a total of 42 properties with a remaining weighted average maturity of 2.0 years. The weighted-average interest rate on the mortgage notes payable as of September 30, 2026 was 4.20%.

Previous wording

As of June 30, 2026, we had mortgage debt in the aggregate principal amount of $21.6 million payable during the remainder of 2026 and $102.7 million payable during 2027. The 2026 principal amount payable includes both amortizing principal payments and three balloon principal payments. We anticipate being able to refinance our mortgages that come due during 2026 and 2027 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, 2026, we had mortgage debt in the aggregate principal amount of $19.5 million payable during the remainder of 2026 and $102.7 million payable during 2027. The 2026 principal amount payable includes both amortizing principal payments and three balloon principal payments. We anticipate being able to refinance our mortgages that come due during 2026 and 2027 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.

Previous wording

Net cash provided by operating activities during the six months ended June 30, 2026, was $35.5 million, as compared to net cash provided by operating activities of $53.5 million for the six months ended June 30, 2025. The majority of cash from operating activities is generated from the lease revenues that we receive from our tenants. We utilize this cash to fund our property-level operating expenses and use the excess cash primarily for debt and interest payments on our mortgage notes payable, interest payments on our Credit Facility, distributions to our stockholders and Non-controlling OP Unitholders, management fees to our Adviser, Administration fees to our Administrator, and other entity-level operating expenses.

Current wording

Net cash provided by operating activities during the nine months ended September 30, 2026, was $56.4 million, as compared to net cash provided by operating activities of $72.4 million for the nine months ended September 30, 2025. The majority of cash from operating activities is generated from the lease revenues that we receive from our tenants. We utilize this cash to fund our property-level operating expenses and use the excess cash primarily for debt and interest payments on our mortgage notes payable, interest payments on our Credit Facility, distributions to our stockholders and Non-controlling OP Unitholders, management fees to our Adviser, Administration fees to our Administrator, and other entity-level operating expenses.

Previous wording

Net cash used in investing activities during the six months ended June 30, 2026, was $11.0 million, which primarily consisted of one property acquisition, a land parcel acquisition, and capital improvements performed at certain of our properties, partially offset by proceeds from one property sale and the sale of a portion of a land parcel. Net cash used in investing activities during the six months ended June 30, 2025, was $155.5 million, which primarily consisted of ten property acquisitions and capital improvements performed at certain of our properties, partially offset by proceeds from one property sale.

Current wording

Net cash used in investing activities during the nine months ended September 30, 2026, was $20.5 million, which primarily consisted of two property acquisitions, a land parcel acquisition, and capital improvements performed at certain of our properties, partially offset by proceeds from one property sale and the sale of a portion of a land parcel. Net cash used in investing activities during the nine months ended September 30, 2025, was $217.8 million, which primarily consisted of 19 property acquisitions and capital improvements performed at certain of our properties, partially offset by proceeds from two property sales.

Showing the first 40 of 49 pairs. Open the source sections for the rest.

Rearranged previous paragraphs (3)

Previous report — wording carried 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

Previous report — wording carried elsewhere

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, 2026 or 2025.

Previous report — wording carried elsewhere

Net Income Available to Common Stockholders and Non-controlling OP Unitholders