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, 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;

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 our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which was filed with the Securities and Exchange Commission on May 7, 2025, in this Quarterly Report on Form 10-Q, and in our other public filings;

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: 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.

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 78.7% of our total annualized base rent as of June 30, 2025), flex (including light industrial and research and development, or R&D) (approximately 3.5%), transshipment (approximately 6.6%) and improved land (approximately 11.2%). 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 June 30, 2025, we owned a total of 297 buildings (including three properties consisting of eight buildings and one improved land parcel held for sale) aggregating approximately 18.9 million square feet, 47 improved land parcels consisting of approximately 150.6 acres, six properties under development or redevelopment and approximately 22.4 acres of land for future development. As of June 30, 2025, our buildings and improved land parcels were approximately 97.7% and 95.1% leased, respectively, to 662 customers, the largest of which accounted for approximately 5.3% 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, 2024 for a general description of these types of industrial real estate.

Previous 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.

Current wording

As of June 30, 2025, we owned six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet and approximately 22.4 acres of land for future development, with a total expected investment of approximately $436.4 million, including redevelopment costs, capitalized interest and other costs.

Previous wording

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

Current wording

The following table summarizes our capital expenditures incurred during the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

Previous 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).

Current wording

1 Consists 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 97.0% 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.

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 96.7% 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 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.

Current wording

1 Includes leases that expire on or after June 30, 2025 and month-to-month leases totaling approximately 57,333 square feet. Approximately 0.5 million square feet of the space expiring during 2025 has either been renewed or pre-leased as of June 30, 2025.

Previous wording

4 Includes leases that expire on or after March 31, 2025 and month-to-month leases totaling approximately 2.4 acres.

Current wording

4 Includes leases that expire on or after June 30, 2025 and month-to-month leases totaling approximately 5.2 acres. Approximately 5.2 acres of the parcels expiring during 2025 has either been renewed or pre-leased as of June 30, 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 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.

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 June 30, 2025, leases representing approximately 5.7% 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 0.8 million square feet and 9.2 acres of improved land commencing during the three months ended June 30, 2025 were approximately 22.6% higher as compared to the previous rental rates for that same space, and cash rent changes on new and renewed leases totaling approximately 1.4 million square feet and 13.5 acres commencing during the six months ended June 30, 2025 were approximately 26.8% higher as compared to the previous rental rates for that same space. We had a tenant retention ratio for the operating portfolio of 71.1% and 71.4%, respectively, for the three and six months ended June 30, 2025. We had a tenant retention ratio for the improved land portfolio of 100.0% and 56.1%, respectively, for the three and six months ended June 30, 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 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:

Current wording

As of June 30, 2025, we had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 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 June 30, 2025:

Previous 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:

Current wording

During the six months ended June 30, 2025, we completed the redevelopment of one property. The following table summarizes certain information with respect to that redevelopment property completed during the six months ended June 30, 2025:

Previous 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.

Current wording

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

Previous wording

We capitalized interest associated with development, redevelopment and expansion activities of approximately $1.3 million and $3.1 million during the three months ended March 31, 2025 and 2024, respectively.

Current wording

We capitalized interest associated with development, redevelopment and expansion activities of approximately $1.1 million and $2.8 million during the three months ended June 30, 2025 and 2024, respectively, and approximately $2.4 million and $5.9 million during the six months ended June 30, 2025 and 2024, respectively.

Previous wording

The following table summarizes the properties we sold during the three months ended March 31, 2025 (dollars in thousands):

Current wording

The following table summarizes the properties we sold during the six months ended June 30, 2025 (dollars in thousands):

Previous wording

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

Current wording

The following summarizes the condensed results of operations of the properties sold during the three and six months ended June 30, 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 ($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.

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 June 30, 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 June 30, 2025, we did not issue any common stock under the $500 Million ATM Program. During the six months ended June 30, 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

On May 6, 2025, our board of directors declared a cash dividend in the amount of $0.49 per share of our common stock payable on July 11, 2025 to the stockholders of record as of the close of business on June 27, 2025.

Current wording

On August 5, 2025, our board of directors declared a cash dividend in the amount of $0.52 per share of our common stock payable on October 10, 2025 to the stockholders of record as of the close of business on September 29, 2025.

Previous wording

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

Current wording

As of August 5, 2025, we had three outstanding contracts with third-party sellers to acquire two industrial properties and one portfolio of industrial properties for a total purchase price of $472.5 million. There is no assurance that we will acquire the properties under contracts because the proposed acquisitions are subject to due diligence and various closing conditions.

Previous wording

As of May 6, 2025, we had three non-binding letters of intent with third-party sellers to acquire three industrial properties for a total anticipated purchase price of approximately $75.8 million. In the normal course of its business, we enter into non-binding letters of intent to purchase properties from third parties that may obligate us to make payments or perform other obligations upon the occurrence of certain events, including the execution of a purchase and sale agreement and satisfactory completion of various due diligence matters. There can be no assurance that we will enter into a purchase and sale agreement with respect to these properties or otherwise complete any such prospective purchases on the terms described or at all.

Current wording

As of August 5, 2025, we had executed two non-binding letters of intent with third-party sellers to acquire two industrial properties for a total anticipated purchase price of approximately $26.7 million. In the normal course of its business, we enter into non-binding letters of intent to purchase properties from third parties that may obligate us to make payments or perform other obligations upon the occurrence of certain events, including the execution of a purchase and sale agreement and satisfactory completion of various due diligence matters. There can be no assurance that we will enter into a purchase and sale agreement with respect to these properties or otherwise complete any such prospective purchases on the terms described or at all.

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 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.

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 63.6% 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 97.0% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases. Lease terms typically range from three to ten years.

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 96.7% 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

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.

Current wording

The analysis of our results below for the three and six months ended June 30, 2025 and 2024 includes the changes attributable to same store properties. The same store pool for the comparison of the three and six months ended June 30, 2025 and 2024 includes all properties that were owned and in operation as of June 30, 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 June 30, 2025. As of June 30, 2025, the same store pool consisted of 237 buildings aggregating approximately 14.1 million square feet representing approximately 74.4% of our total square feet owned and 44 improved land parcels consisting of approximately 144.6 acres representing approximately 96.0% of our total acreage owned. As of June 30, 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 June 30, 2025, consisted of 60 buildings aggregating approximately 4.8 million square feet, three improved land parcels consisting of approximately 6.0 acres, six properties under development or redevelopment and approximately 22.4 acres of land for future development. As of June 30, 2025 and 2024, our consolidated same store pool occupancy was approximately 98.5% and 96.1%, respectively.

Previous 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.

Current wording

Revenues. Total revenues increased approximately $18.0 million for the three months ended June 30, 2025 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases during 2025 and 2024, property acquisitions during 2025 and 2024 and increased occupancy in the same store pool. Cash rents on new and renewed leases totaling approximately 0.8 million square feet and 9.2 acres of improved land commencing during the three months ended June 30, 2025 increased approximately 22.6% compared to the previous rental rates. For the three months ended June 30, 2025 and 2024, approximately $3.0 million and $2.1 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.5 million and $0.4 million, respectively, was recorded in lease termination revenue. Additionally, total revenues for the three months ended June 30, 2025 and 2024 were partially offset by approximately $1.6 million and $1.5 million, respectively, of bad debt expense.

Previous 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.

Current wording

Property operating expenses. Total property operating expenses increased approximately $4.1 million during the three months ended June 30, 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 $3.7 million attributable to property acquisitions during 2025 and 2024 as well as increases in real estate taxes.

Previous 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.

Current wording

Depreciation and amortization. Depreciation and amortization increased approximately $5.0 million during the three months ended June 30, 2025 compared to the same period from the prior year primarily due to property acquisitions during 2025 and 2024.

Previous 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.

Current wording

General and administrative expenses. General and administrative expenses increased approximately $1.8 million during the three months ended June 30, 2025 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.

Previous 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.

Current wording

Interest and other income. Interest and other income decreased approximately $2.4 million for the three months ended June 30, 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 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.

Current wording

Interest expense, including amortization. Interest expense increased approximately $1.5 million for the three months ended June 30, 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 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.

Current wording

Gain on sales of real estate investments. Gain on sales of real estate investments increased approximately $60.8 million for the six months ended June 30, 2025 compared to the same period from the prior year. We recognized an aggregate gain of approximately $66.5 million from the sale of four properties during the six months ended June 30, 2025, as compared to an aggregate gain of approximately $5.7 million from the sale of one property during the same period from the prior year.

Previous 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:

Current wording

The tables below set forth the activity under our at-the-market common stock offering programs during the three and six months ended June 30, 2025 and 2024, respectively:

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 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.

Current wording

The Sixth Amended and Restated Senior Credit Agreement (as amended, 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 June 30, 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 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.

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 June 30, 2025) for the revolving credit facility and 1.25% to 1.75% (1.25% as of

Previous wording

As of March 31, 2025 and December 31, 2024, we had a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028. The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%. The unamortized fair value adjustment as of March 31, 2025 and December 31, 2024 was approximately $3.3 million and $3.6 million, respectively.

Current wording

As of June 30, 2025 and December 31, 2024, we had a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028. The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%. The unamortized fair value adjustment as of June 30, 2025 and December 31, 2024 was approximately $3.0 million and $3.6 million, respectively.

Previous 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.

Current wording

As of June 30, 2025 and December 31, 2024, we held cash and cash equivalents totaling approximately $128.4 million and $18.1 million, respectively.

Previous 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):

Current wording

The following tables summarize our debt maturities and principal payments as of June 30, 2025 and our market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the six months ended June 30, 2025 and 2024 (dollars in thousands, except per share data):

Previous 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.

Current wording

1 Includes 438,507 and 426,404 shares of unvested restricted stock outstanding as of June 30, 2025 and 2024, respectively. Also includes 533,423 and 508,663 shares held in the Deferred Compensation Plan as of June 30, 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.

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, including three properties consisting of eight buildings and one improved land parcel held for sale as of June 30, 2025.

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 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.

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 six months ended June 30, 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

9 Net debt-to-Adjusted EBITDA is calculated as net debt divided by annualized Adjusted EBITDA. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for the definitions of Adjusted EBITDA and net debt, a reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA and net debt are useful supplemental measures of our operating performance.

Current wording

9 Net debt-to-Adjusted EBITDA is calculated as net debt divided by annualized Adjusted EBITDA for the three months ended June 30, 2025 and 2024, respectively. See “Non-GAAP Financial Measures” in this Quarterly Report on Form 10-Q for the definitions of Adjusted EBITDA and net debt, a reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA and net debt are useful supplemental measures of our operating performance.

Previous wording

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

Current wording

The following table sets forth the cash dividends paid or payable per share during the six months ended June 30, 2025: