Terreno Realty Corp

Annual Report on Form 10-K

for the Year Ended December 31, 2024

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We caution investors that forward-looking statements are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “project”, “result”, “should”, “will”, “seek”, “target”, “see”, “likely”, “position”, “opportunity”, “outlook”, “potential”, “future” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors, that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

•the factors included in this Annual Report on Form 10-K, including those set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

•our ability to identify and acquire industrial properties on terms favorable to us;

•general volatility of the capital markets and the market price of our common stock;

•adverse economic or real estate conditions or developments in the industrial real estate sector and/or in the markets in which we own properties;

•our dependence on key personnel and our reliance on third-party property managers;

•our inability to comply with the laws, rules and regulations applicable to companies, and in particular, public companies;

•our ability to manage our growth effectively;

•tenant bankruptcies and defaults on, or non-renewal of, leases by tenants;

•decreased rental rates or increased vacancy rates;

•elevated interest rates and operating costs;

•declining real estate valuations and impairment charges;

•our expected leverage, our failure to obtain necessary outside financing, and existing and future debt service obligations;

•our ability to make distributions to our stockholders;

•our failure to successfully hedge against interest rate increases;

•our failure to successfully operate acquired properties;

•risks relating to our real estate development, redevelopment, renovation and expansion strategies and activities (including elevated inflation, supply chain disruptions and construction delays);

•the impact of any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and on our business, financial condition and results of operations and that of our tenants;

•risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology networks and related systems;

•our failure to qualify or maintain our status as a real estate investment trust (“REIT”), and possible adverse changes to tax laws;

•uninsured or underinsured losses and costs relating to our properties or that otherwise result from future litigation;

•environmental uncertainties and risks related to natural disasters;

•financial market fluctuations; and

•changes in real estate and zoning laws and increases in real property tax rates.