Terreno Realty Corp

Previous wording

•the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on February 7, 2024, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which was filed with the Securities and Exchange Commission on May 8, 2024, in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which was filed with the Securities and Exchange Commission on August 7, 2024, in this Quarterly Report on Form 10-Q, and in our other public filings;

Current wording

•the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 5, 2025, in this Quarterly Report on Form 10-Q, and in our other public filings;

Previous wording

•increased interest rates and operating costs;

Current wording

•elevated interest rates and operating costs;

Previous wording

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

Current wording

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

Previous wording

Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, “we”, “us”, “our”, “our Company”, or “the Company”) acquires, owns and operates industrial real estate in six major coastal U.S. markets: Northern New Jersey/New York City; Los Angeles; Miami; San Francisco Bay Area; Seattle and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution (approximately 77.9% of our total annualized base rent as of September 30, 2024), flex (including light industrial and research and development, or R&D) (approximately 3.7%), transshipment (approximately 6.4%) and improved land (approximately 12.0%). We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. As of September 30, 2024, we owned a total of 294 buildings (including two properties consisting of three buildings held for sale) aggregating approximately 18.3 million square feet, 45 improved land parcels consisting of approximately 152.4 acres, eight properties under development or redevelopment and approximately 35.4 acres of land for future development. As of September 30, 2024, our buildings and improved land parcels were approximately 97.0% and 98.1% leased, respectively, to 675 customers, the largest of which accounted for approximately 3.3% of our total annualized base rent. See “Item 1 – Our Investment Strategy – Industrial Facility General Characteristics” in our Annual Report on Form 10-K for the year ended December 31, 2023 for a general description of these types of industrial real estate.

Current wording

Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, “we”, “us”, “our”, “our Company”, or “the Company”) acquires, owns and operates industrial real estate in six major coastal U.S. markets: New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution (approximately 79.1% of our total annualized base rent as of March 31, 2025), flex (including light industrial and research and development, or R&D) (approximately 3.3%), transshipment (approximately 6.7%) and improved land (approximately 10.9%). We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. As of March 31, 2025, we owned a total of 298 buildings aggregating approximately 19.3 million square feet, 47 improved land parcels consisting of approximately 150.6 acres, five properties under development or redevelopment and approximately 22.4 acres of land for future development. As of March 31, 2025, our buildings and improved land parcels were approximately 96.6% and 95.1% leased, respectively, to 663 customers, the largest of which accounted for approximately 5.5% of our total annualized base rent. See “Item 1 – Our Investment Strategy – Industrial Facility General Characteristics” in our Annual Report on Form 10-K for the year ended December 31, 2024 for a general description of these types of industrial real estate.

Previous wording

As of September 30, 2024, we owned eight properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet and one approximately 2.8-acre improved land parcel, and approximately 35.4 acres of land for future development, with a total expected investment of approximately $520.3 million, including redevelopment costs, capitalized interest and other costs.

Current wording

As of March 31, 2025, we owned five properties under development or redevelopment that, upon completion, will consist of eight buildings aggregating approximately 0.8 million square feet and approximately 22.4 acres of land for future development, with a total expected investment of approximately $392.8 million, including redevelopment costs, capitalized interest and other costs.

Previous wording

The following table summarizes our capital expenditures incurred during the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):

Current wording

The following table summarizes our capital expenditures incurred during the three months ended March 31, 2025 and 2024 (dollars in thousands):

Previous wording

1 Includes approximately $4.5 million and $4.0 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $11.0 million and $13.8 million for the nine months ended September 30, 2024 and 2023, respectively, related to leasing acquired vacancy.

Current wording

1 Includes approximately $2.1 million and $2.0 million for the three months ended March 31, 2025 and 2024, respectively, of costs incurred related to leasing acquired vacancy, renovation and expansion projects (stabilization capital).

Previous wording

Our industrial properties are typically subject to leases on a “triple net basis,” in which tenants pay their proportionate share of real estate taxes, insurance and operating costs, or are subject to leases on a “modified gross basis,” in which tenants pay expenses over certain threshold levels. In addition, approximately 97.6% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years. We monitor the liquidity and creditworthiness of our tenants on an ongoing basis by reviewing outstanding accounts receivable balances, and as provided under the respective lease agreements, review the tenant’s financial condition periodically as appropriate. As needed, we hold discussions with the tenant’s management about their business and we conduct site visits of the tenant’s operations.

Current wording

Our industrial properties are typically subject to leases on a “triple net basis,” in which tenants pay their proportionate share of real estate taxes, insurance and operating costs, or are subject to leases on a “modified gross basis,” in which tenants pay expenses over certain threshold levels. In addition, approximately 97.0% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years. We monitor the liquidity and creditworthiness of our tenants on an ongoing basis by reviewing outstanding accounts receivable balances, and as provided under the respective lease agreements, review the tenant’s financial condition periodically as appropriate. As needed, we hold discussions with the tenant’s management about their business and we conduct site visits of the tenant’s operations.

Previous wording

1 Includes leases that expire on or after September 30, 2024 and month-to-month leases totaling approximately 47,003 square feet.

Current wording

1 Includes leases that expire on or after March 31, 2025 and month-to-month leases totaling approximately 43,026 square feet. Approximately 0.6 million square feet of the space expiring during 2025 has either been renewed or pre-leased as of March 31, 2025.

Previous wording

Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. As of September 30, 2024, leases representing approximately 2.3% of the total annualized base rent of our portfolio are scheduled to expire during the remainder of the year ending December 31, 2024. We currently expect that, on average, the rental rates we are likely to achieve on new (re-leased) or renewed leases for our remaining 2024 expirations will be above the rates currently being paid for the same space. Cash rent changes on new and renewed leases totaling approximately 0.5 million square feet and 0.3 acres of improved land commencing during the three months ended September 30, 2024 were approximately 24.1% higher as compared to the previous rental rates for that same space, and cash rent changes on new and renewed leases totaling approximately 1.6 million square feet and 22.5 acres commencing during the nine months ended September 30, 2024 were approximately 40.5% higher as compared to the previous rental rates for that same space. We had a tenant retention ratio for the operating portfolio of 67.3% and 58.0%, respectively, for the three and nine months ended September 30, 2024. We had a tenant retention ratio for the improved land portfolio of 100.0% and 66.3%, respectively, for the three and nine months ended September 30, 2024. We define tenant retention ratio as the square footage or acreage of all leases commenced during the period that are rented by existing tenants divided by the square footage or acreage of all expiring leases during the reporting period. The square footage or acreage of tenants that default or buy-out prior to expiration of their lease and short-term leases of less than one year are not included in the calculation.

Current wording

Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. As of March 31, 2025, leases representing approximately 8.8% of the total annualized base rent of our portfolio are scheduled to expire during the remainder of the year ending December 31, 2025. We currently expect that, on average, the rental rates we are likely to achieve on new (re-leased) or renewed leases for our remaining 2025 expirations will be above the rates currently being paid for the same space. Cash rent changes on new and renewed leases totaling approximately 0.6 million square feet and 4.3 acres of improved land commencing during the three months ended March 31, 2025 were approximately 34.2% higher as compared to the previous rental rates for that same space. We had a tenant retention ratio for the operating portfolio of 71.7% for the three months ended March 31, 2025. We had a tenant retention ratio for the improved land portfolio of 0.0% for the three months ended March 31, 2025. We define tenant retention ratio as the square footage or acreage of all leases commenced during the period that are rented by existing tenants divided by the square footage or acreage of all expiring leases during the reporting period. The square footage or acreage of tenants that default or buy-out prior to expiration of their lease and short-term leases of less than one year are not included in the calculation.

Previous wording

As of September 30, 2024, we had eight properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet and one approximately 2.8-acre improved land parcel. Additionally, we owned approximately 35.4 acres of land for future development that, upon completion, will consist of three buildings aggregating approximately 0.7 million square feet. The following table summarizes certain information with respect to the properties under development or redevelopment and the land for future development as of September 30, 2024:

Current wording

As of March 31, 2025, we had five properties under development or redevelopment that, upon completion, will consist of eight buildings aggregating approximately 0.8 million square feet. Additionally, we owned approximately 22.4 acres of land for future development that, upon completion, will consist of two buildings aggregating approximately 0.4 million square feet. The following table summarizes certain information with respect to the properties under development or redevelopment and the land for future development as of March 31, 2025:

Previous wording

During the nine months ended September 30, 2024, we completed development of three properties. The following table summarizes certain information with respect to the development properties completed during the nine months ended September 30, 2024:

Current wording

During the three months ended March 31, 2025, we completed the redevelopment of one property. The following table summarizes certain information with respect to that redevelopment property completed during the three months ended March 31, 2025:

Previous wording

1 Total investment for the properties include the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

Current wording

1 Total investment for the property include the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

Previous wording

The following summarizes the condensed results of operations of the property sold during the three and nine months ended September 30, 2024 (dollars in thousands):

Current wording

The following summarizes the condensed results of operations of the properties sold during the three months ended March 31, 2025 (dollars in thousands):

Previous wording

We have an at-the-market equity offering program (the "$500 Million ATM Program") pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million ($438.3 million remaining as of September 30, 2024) in amounts and at times as we determine from time to time. Prior to the implementation of the $500 Million ATM Program, we had a previous at-the-market equity program (the “Previous $500 Million ATM Program”), which was substantially utilized as of August 27, 2024 and which is no longer active. We intend to use the net proceeds from the offering of the shares under the $500 Million ATM Program, if any, for general corporate purposes, which may include future acquisitions, redevelopments and repayment of indebtedness, including borrowings under our revolving credit facility. During the three and nine months ended September 30, 2024, we issued an aggregate of 2,976,266 and 5,329,544 shares, respectively, of common stock at a weighted average offering price of $68.70 and $66.62 per share, respectively, under the Previous $500 Million ATM Program and the $500 Million ATM Program, resulting in net proceeds of approximately $201.5 million and $349.9 million, respectively, and paying total compensation to the applicable sales agents of approximately $3.0 million and $5.1 million, respectively.

Current wording

We have an at-the-market equity offering program (the “$500 Million ATM Program”) pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million ($200.8 million remaining as of March 31, 2025) in amounts and at times as we determine from time to time. We intend to use the net proceeds from the offering of the shares under the $500 Million ATM Program, if any, for general corporate purposes, which may include future acquisitions, redevelopments and repayment of indebtedness, including borrowings under our revolving credit facility. During the three months ended March 31, 2025, we issued an aggregate of 3,506,371 shares of common stock at a weighted average offering price of $67.71 per share under the $500 Million ATM Program, resulting in net proceeds of approximately $234.0 million and paying total compensation to the applicable sales agents of approximately $3.4 million.

Previous wording

As of November 5, 2024, we had two outstanding contracts to acquire two industrial properties for a total price of $163.9 million, as described under the heading “Material Cash Commitments” in this Quarterly Report on Form 10-Q. In addition, we have a commitment to assume existing debt of approximately $72.9 million secured by one of the properties. There is no assurance that we will acquire the properties under contract because the proposed acquisitions are subject to the completion of satisfactory due diligence and various closing conditions.

Current wording

As of May 6, 2025, we had two outstanding contracts with third-party sellers to acquire two industrial properties for a total purchase price of approximately $49.0 million. There is no assurance that we will acquire the properties under contract because the proposed acquisitions are subject to due diligence and various closing conditions.

Previous wording

The U.S. economy experienced a significant increase in inflation rates in recent years. A wide variety of industries and sectors have been, and will continue to be, affected by increasing commodity prices. In recent years, inflation has increased construction costs, including tenant improvements and capital projects, goods and labor, and operating costs. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, leases with respect to approximately 63.5% of our total rentable square feet and improved land acreage expire within five years which enables us to seek to replace existing leases with new leases at the then-existing market rate.

Current wording

The U.S. economy experienced a significant increase in inflation rates in recent years. A wide variety of industries and sectors have been, and may continue to be, affected by increasing commodity prices. In recent years, inflation has increased construction costs, including tenant improvements and capital projects, goods and labor, and operating costs. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, leases with respect to approximately 68.0% of our total rentable square feet and improved land acreage expire within five years which enables us to seek to replace existing leases with new leases at the then-existing market rate.

Previous wording

We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants. Approximately 97.6% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.

Current wording

We derive substantially all of our revenues from rents received from tenants under existing leases on each of our properties. These revenues include fixed base rents and recoveries of certain property operating expenses that we have incurred and that we pass through to the individual tenants. Approximately 97.0% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.

Previous wording

Our primary cash expenses consist of our property operating expenses, which include: real estate taxes, repairs and maintenance, management expenses, insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses, acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense, primarily on our revolving credit facility, term loans and senior unsecured notes.

Current wording

Our primary cash expenses consist of our property operating expenses, which include: real estate taxes, repairs and maintenance, management expenses, insurance, utilities, general and administrative expenses, which include compensation costs, office expenses, professional fees and other administrative expenses, acquisition costs, which include third-party costs paid to brokers and consultants, and interest expense, primarily on our revolving credit facility, term loans, mortgage loan and senior unsecured notes.

Previous wording

The analysis of our results below for the three and nine months ended September 30, 2024 and 2023 includes the changes attributable to same store properties. The same store pool for the comparison of the three and nine months ended September 30, 2024 and 2023 includes all properties that were owned and in operation as of September 30, 2024 and since January 1, 2023 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of September 30, 2024. As of September 30, 2024, the same store pool consisted of 243 buildings aggregating approximately 14.6 million square feet representing approximately 79.8% of our total square feet owned and 44 improved land parcels consisting of approximately 145.3 acres representing approximately 95.3% of our total acreage owned. As of September 30, 2024, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2024 and 2023 or were held for sale or in development or redevelopment as of September 30, 2024, consisted of 51 buildings (including two properties consisting of three buildings held for sale) aggregating approximately 3.7 million square feet, one improved land parcel consisting of approximately 7.1 acres, eight properties under development or redevelopment and approximately 35.4 acres of land for future development. As of September 30, 2024 and 2023, our consolidated same store pool occupancy was approximately 97.3% and 98.4%, respectively.

Current wording

The analysis of our results below for the three months ended March 31, 2025 and 2024 includes the changes attributable to same store properties. The same store pool for the comparison of the three months ended March 31, 2025 and 2024 includes all properties that were owned and in operation as of March 31, 2025 and since January 1, 2024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of March 31, 2025. As of March 31, 2025, the same store pool consisted of 251 buildings aggregating approximately 15.6 million square feet representing approximately 80.9% of our total square feet owned and 45 improved land parcels consisting of approximately 146.7 acres representing approximately 97.4% of our total acreage owned. As of March 31, 2025, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2025 and 2024 or were held for sale or in development or redevelopment as of March 31, 2025, consisted of 47 buildings aggregating approximately 3.7 million square feet, two improved land parcels consisting of approximately 3.9 acres, five properties under development or redevelopment and approximately 22.4 acres of land for future development. As of March 31, 2025 and 2024, our consolidated same store pool occupancy was approximately 97.4% and 96.3%, respectively.

Previous wording

Revenues. Total revenues increased approximately $16.7 million for the three months ended September 30, 2024 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases and property acquisitions during 2024 and 2023. Cash rents on new and renewed leases totaling approximately 0.5 million square feet and 0.3 acres of improved land commencing during the three months ended September 30, 2024 increased approximately 24.1% compared to the previous rental rates for that same space in the same period from the prior year. For the three months ended September 30, 2024 and 2023, approximately $2.1 million and $1.8 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $10,000 and $0.1 million, respectively, was recorded in lease termination revenue. The increase in total revenues for the three months ended September 30, 2024 was partially offset by a decrease in occupancy for the operating portfolio. Additionally, total revenues for both the three months ended September 30, 2024 and 2023 were partially offset by approximately $0.1 million of bad debt write-offs.

Current wording

Revenues. Total revenues increased approximately $25.4 million for the three months ended March 31, 2025 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases during 2025 and 2024 and property acquisitions during 2024. Cash rents on new and renewed leases totaling approximately 0.6 million square feet and 4.3 acres of improved land commencing during the three months ended March 31, 2025 increased approximately 34.2% compared to the previous rental rates for that same space in the same period from the prior year. For the three months ended March 31, 2025 and 2024, approximately $3.5 million and $1.2 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.2 million and $0.1 million, respectively, was recorded in lease termination revenue. Additionally, total revenues for both the three months ended March 31, 2025 and 2024 were partially offset by approximately $1.7 million and $0.3 million, respectively, of bad debt expense. Bad debt expense for the three months ended March 31, 2025 included a straight-line rent reserve of approximately $0.4 million related to a Seattle-based third-party logistics tenant that occupies approximately 0.1 million square feet at our Kent 188 property.

Previous wording

Property operating expenses. Total property operating expenses increased approximately $5.1 million during the three months ended September 30, 2024 compared to the same period from the prior year. The increase in total property operating expenses was primarily due to an increase of approximately $3.8 million attributable to property acquisitions during 2024 and 2023 as well as increases in insurance premiums and real estate taxes.

Current wording

Property operating expenses. Total property operating expenses increased approximately $7.9 million during the three months ended March 31, 2025 compared to the same period from the prior year. The increase in total property operating expenses was primarily due to an increase of approximately $5.7 million attributable to property acquisitions during 2024 as well as increases in insurance premiums and real estate taxes.

Previous wording

Depreciation and amortization. Depreciation and amortization increased approximately $5.8 million during the three months ended September 30, 2024 compared to the same period from the prior year primarily due to property acquisitions during 2024 and 2023.

Current wording

Depreciation and amortization. Depreciation and amortization increased approximately $6.0 million during the three months ended March 31, 2025 compared to the same period from the prior year primarily due to property acquisitions during 2024.

Previous wording

General and administrative expenses. General and administrative expenses increased approximately $1.7 million during the three months ended September 30, 2024 compared to the same period from the prior year primarily due to increased compensation expenses including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in the number of employees and salaries compared to the same period from the prior year.

Current wording

General and administrative expenses. General and administrative expenses increased approximately $1.2 million during the three months ended March 31, 2025 compared to the same period from the prior year primarily due to increased compensation expenses, including increased restricted stock amortization, Performance Share award expense and bonus expense, and an increase in the number of employees and salaries compared to the same period from the prior year.

Previous wording

Interest and other income. Interest and other income increased approximately $1.3 million for the three months ended September 30, 2024 compared to the same period from the prior year primarily due to higher cash and cash equivalent balances.

Current wording

Interest and other income. Interest and other income decreased approximately $1.7 million for the three months ended March 31, 2025 compared to the same period from the prior year primarily due to lower cash and cash equivalent balances and lower interest rates on those balances.

Previous wording

Interest expense, including amortization. Interest expense decreased approximately $0.9 million for the three months ended September 30, 2024 compared to the same period from the prior year. This was primarily due to an increase in capitalized interest for the development and redevelopment properties, and lower outstanding debt due to the repayment of the $100 million tranche of 7-year Senior Unsecured Notes during the three months ended September 30, 2024.

Current wording

Interest expense, including amortization. Interest expense increased approximately $2.7 million for the three months ended March 31, 2025 compared to the same period from the prior year. This was primarily due to a decrease in capitalized interest for the development and redevelopment properties.

Previous wording

Gain on sales of real estate investments. Gain on sales of real estate investments decreased approximately $6.5 million for the nine months ended September 30, 2024 compared to the same period from the prior year. We recognized a gain of approximately $5.7 million from the sale of one property during the nine months ended September 30, 2024, as compared to a gain of approximately $12.3 million from the sale of one property during the same period from the prior year.

Current wording

Gain on sales of real estate investments. Gain on sales of real estate investments increased approximately $6.1 million for the three months ended March 31, 2025 compared to the same period from the prior year. We recognized an aggregate gain of approximately $11.8 million from the sale of two properties during the three months ended March 31, 2025 and an aggregate gain of approximately $5.7 million from the sale of one property during the three months ended March 31, 2024.

Previous wording

We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional unsecured debt and perpetual preferred stock. We intend to primarily utilize senior unsecured notes, term loans, credit facilities, dispositions of properties, and proceeds from the issuance of common stock and perpetual preferred stock. We may also assume debt in connection with property acquisitions which may have a higher loan-to-value ratio.

Current wording

We intend to preserve a flexible capital structure with a long-term goal to maintain our investment grade rating and be in a position to issue additional unsecured debt and perpetual preferred stock. We may also assume debt in connection with property acquisitions which may have a higher loan-to-value ratio.

Previous wording

The tables below set forth the activity under our at-the-market common stock offering programs during the three and nine months ended September 30, 2024 and 2023, respectively:

Current wording

The table below sets forth the activity under our at-the-market common stock offering program during the three months ended March 31, 2025 and 2024:

Previous wording

The Amended Facility consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027 and a $100.0 million term loan that matures in January 2028. As of both September 30, 2024 and December 31, 2023, there were no borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.

Current wording

The Amended Facility consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027 and a $100.0 million term loan that matures in January 2028. As of March 31, 2025, there were no borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans. As of December 31, 2024, there were $82.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.

Previous wording

The aggregate amount of the Amended Facility may be increased by up to an additional $450.0 million to a maximum amount not to exceed $1.25 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts. Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $600.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027 and the $100.0 million term loan maturing in January 2028, or (ii) 60.0% of the value of the unencumbered properties. Interest on the Amended Facility, including the term loans, is generally to be paid based upon, at our option, either (i) the Secured Overnight Financing Rate (“SOFR”) plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%, or 1.25% per annum. The applicable SOFR margin will range from 1.10% to 1.55% (1.10% as of September 30, 2024) for the revolving credit facility and 1.25% to 1.75% (1.25% as of September 30, 2024) for the term loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value and includes a 10 basis points SOFR credit adjustment. The Amended Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15% to 0.30%, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value.

Current wording

The aggregate amount of the Amended Facility may be increased by up to an additional $450.0 million to a maximum aggregate amount not to exceed $1.25 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts. Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $600.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027 and the $100.0 million term loan maturing in January 2028, or (ii) 60.0% of the value of the unencumbered properties. Interest on the Amended Facility, including the term loans, is generally to be paid based upon, at our option, either (i) the Secured Overnight Financing Rate (“SOFR”) plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%, or 1.25% per annum. The applicable SOFR margin will range from 1.10% to 1.55% (1.10% as of March 31, 2025) for the revolving credit facility and 1.25% to 1.75% (1.25% as of March 31, 2025) for the term loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value and includes a 10 basis points SOFR credit adjustment. The Amended Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15% to 0.30%, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value.

Previous wording

As of September 30, 2024 and December 31, 2023, we held cash and cash equivalents totaling approximately $243.7 million and $165.4 million, respectively.

Current wording

As of March 31, 2025 and December 31, 2024, we held cash and cash equivalents totaling approximately $156.5 million and $18.1 million, respectively.

Previous wording

The following tables summarize our debt maturities and principal payments as of September 30, 2024 and our market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the nine months ended September 30, 2024 and 2023 (dollars in thousands, except per share data):

Current wording

The following tables summarize our debt maturities and principal payments as of March 31, 2025 and our market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the three months ended March 31, 2025 and 2024 (dollars in thousands, except per share data):

Previous wording

1 Includes 426,887 and 419,500 shares of unvested restricted stock outstanding as of September 30, 2024 and 2023, respectively. Also includes 508,663 and 514,539 shares held in the Deferred Compensation Plan as of September 30, 2024 and 2023, respectively.

Current wording

1 Includes 446,411 and 422,563 shares of unvested restricted stock outstanding as of March 31, 2025 and 2024, respectively. Also includes 533,423 and 508,663 shares held in the Deferred Compensation Plan as of March 31, 2025 and 2024, respectively.

Previous wording

3 Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties, including two properties consisting of three buildings held for sale as of September 30, 2024.

Current wording

3 Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties.

Previous wording

6 Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the nine months ended September 30, 2024 and 2023, respectively. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.

Current wording

6 Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the three months ended March 31, 2025 and 2024, respectively. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.

Previous wording

The following table sets forth the cash dividends paid or payable per share during the nine months ended September 30, 2024:

Current wording

The following table sets forth the cash dividends paid or payable per share during the three months ended March 31, 2025:

Previous wording

Cash From Operating Activities. Net cash provided by operating activities totaled approximately $181.4 million for the nine months ended September 30, 2024 compared to approximately $140.6 million for the nine months ended September 30, 2023. This increase in cash provided by operating activities is primarily attributable to additional cash flows generated from the properties acquired during 2024 and 2023 and increased rents on new and renewed leases at our same store properties.

Current wording

Cash From Operating Activities. Net cash provided by operating activities totaled approximately $61.4 million for the three months ended March 31, 2025 compared to approximately $47.0 million for the three months ended March 31, 2024. This increase in cash provided by operating activities for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 is primarily attributable to additional cash flows generated from the properties acquired during 2024 and increased rents on new and renewed leases at our same store properties.

Previous wording

Cash From Investing Activities. Net cash used in investing activities was approximately $605.4 million and $479.6 million for the nine months ended September 30, 2024 and 2023, respectively, which consisted primarily of cash paid for property acquisitions of approximately $476.8 million and $392.5 million, respectively, additions to capital improvements of approximately $138.8 million and $111.7 million, respectively, and was partially offset by proceeds from sales of real estate investments of approximately $10.2 million and $24.6 million, respectively.

Current wording

Cash From Investing Activities. Net cash used in investing activities was approximately $23.8 million and $48.6 million for the three months ended March 31, 2025 and 2024, respectively. Such amounts consisted primarily of additions to capital improvements of approximately $47.9 million and $40.1 million during the three months ended March 31, 2025 and 2024, respectively, and cash paid for property acquisitions of approximately $18.7 million in the three months ended March 31, 2024. Such amounts were partially offset by proceeds from sales of real estate investments during the three months ended March 31, 2025 and 2024 of approximately $24.0 million and $10.2 million, respectively.

Previous wording

Cash From Financing Activities. Net cash provided by financing activities was approximately $501.8 million for the nine months ended September 30, 2024, which consisted primarily of approximately $737.0 million in net proceeds from the issuance of common stock, partially offset by approximately $126.1 million in equity dividend payments and payment of a $100.0 million tranche of the Senior Unsecured Notes. Net cash provided by financing activities was approximately $411.2 million for the nine months ended September 30, 2023, which consisted primarily of approximately $510.2 million in net proceeds from the issuance of common stock, partially offset by approximately $97.4 million in equity dividend payments.

Current wording

Cash From Financing Activities. Net cash provided by financing activities was approximately $101.2 million for the three months ended March 31, 2025, which consisted primarily of approximately $234.0 million in net proceeds from the issuance of common stock, and $50.0 million in revolving credit facility borrowings, partially offset by approximately $48.9 million in equity dividend payments, and repayment of $132.0 million of borrowings on the revolving credit facility. Net cash provided by financing activities was approximately $495.8 million for the three months ended March 31, 2024, which consisted primarily of approximately $535.8 million in net proceeds from the issuance of common stock, partially offset by approximately $39.1 million in equity dividend payments.