Terreno Realty Corp

Previous wording

We acquire, own and operate 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 79.7% of our total annualized base rent as of December 31, 2024), flex (including light industrial and research and development, or R&D) (approximately 3.4%), transshipment (approximately 6.0%) 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 December 31, 2024, we owned a total of 299 buildings (including one building held for sale) aggregating approximately 19.3 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 entitled for future development. As of December 31, 2024, our buildings and improved land parcels were approximately 97.4% and 95.1% leased, respectively, to 670 customers, the largest of which accounted for approximately 5.5% of our total annualized base rent.

Current wording

We acquire, own and operate 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 80.5% of our total annualized base rent as of December 31, 2025), flex (including light industrial and research and development, or R&D) (approximately 3.4%), transshipment (approximately 6.0%) and improved land (approximately 10.1%). 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 December 31, 2025, we owned a total of 309 buildings (including one building held for sale) aggregating approximately 19.8 million square feet, 46 improved land parcels consisting of approximately 147.0 acres and six properties under development or redevelopment. As of December 31, 2025, our buildings and improved land parcels were approximately 96.1% and 95.4% leased, respectively, to 683 customers, the largest of which accounted for approximately 4.9% of our total annualized base rent.

Previous wording

We sell properties from time to time when we believe the prospective total return from a property is particularly low relative to its market value and/or the market value of the property is significantly greater than its estimated replacement cost. Capital from such sales is reinvested into properties that are expected to provide better prospective returns or returned to shareholders. We have disposed of 37 properties since inception in 2010 for an aggregate sales price of approximately $727.6 million and a total gain of approximately $332.3 million.

Current wording

We sell properties from time to time when we believe the prospective total return from a property is particularly low relative to its market value and/or the market value of the property is significantly greater than its estimated replacement cost. Capital from such sales is reinvested into properties that are expected to provide better prospective returns or returned to shareholders. We have disposed of 45 properties since inception in 2010 for an aggregate sales price of approximately $1.1 billion and a total gain of approximately $570.7 million.

Previous wording

During 2024, we acquired eight industrial properties and one portfolio of industrial properties for a total purchase price of approximately $884.5 million. The properties were acquired from unrelated third parties using existing cash on hand, net proceeds from dispositions, net proceeds from the issuance of common stock, debt, and net of an assumed mortgage loan payable. The following table sets forth the industrial properties we acquired during 2024:

Current wording

During 2025, we acquired 12 industrial properties and one portfolio of industrial properties for a total purchase price of approximately $683.5 million. The properties were acquired from unrelated third parties using existing cash on hand, net proceeds from dispositions, net proceeds from the issuance of common stock and debt. The following table sets forth the industrial properties we acquired during 2025:

Previous wording

1 Excludes intangible liabilities and unamortized mortgage fair value adjustments, if any. The total aggregate initial investment was approximately $937.9 million, including $11.2 million in capitalized closing costs and acquisition costs and $49.5 million in assumed intangible liabilities, $3.7 million in assumed unamortized fair value adjustment and $3.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties.

Current wording

1 Excludes intangible liabilities and unamortized mortgage fair value adjustments, if any. The total aggregate initial investment was approximately $728.5 million, including $13.7 million in capitalized closing costs and acquisition costs and $32.9 million in assumed intangible liabilities and $1.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties.

Previous wording

As of December 31, 2024, 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 entitled 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 entitled for future development as of December 31, 2024:

Current wording

As of December 31, 2025, we had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 1.2 million square feet. The following table summarizes certain information with respect to the properties under development or redevelopment as of December 31, 2025:

Previous wording

2 Excludes below-market lease adjustments recorded at acquisition.

Current wording

2 Excludes below-market lease adjustments recorded at acquisition and infrastructure costs of approximately $1.1 million incurred for the Countyline Phase IV project.

Previous wording

During 2024, we completed development and redevelopment of six properties. The following table summarizes certain information with respect to the completed development and redevelopment properties during the year ended December 31, 2024:

Current wording

During 2025, we completed development and redevelopment of three properties. Additionally, we moved the Paterson Plank III redevelopment property to the operating portfolio as it had been vacant for one year after completion. The total expected investment in Paterson Plank III was $35.2 million. The following table summarizes certain information with respect to the completed development and redevelopment properties during the year ended December 31, 2025:

Previous wording

1 Total investment for the properties includes 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 expected investment for the properties 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 $11.0 million, $8.5 million and $2.6 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Current wording

We capitalized interest associated with development, redevelopment and expansion activities of approximately $5.0 million, $11.0 million and $8.5 million during the years ended December 31, 2025, 2024 and 2023, respectively.

Previous wording

During the year ended December 31, 2024, we sold four properties for a total aggregate sales price of approximately $74.4 million, resulting in a total aggregate gain of approximately $45.4 million. The following table sets forth the markets in which the industrial properties were sold during 2024:

Current wording

During the year ended December 31, 2025, we sold eight properties for a total aggregate sales price of approximately $386.4 million, resulting in a total aggregate gain of approximately $238.4 million. The following table sets forth the markets in which the industrial properties were sold during 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 (approximately $438.3 million remaining as of December 31, 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 offering 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, developments and redevelopments and repayment of indebtedness, including borrowings under our revolving credit facility. During the three months ended December 31, 2024, we did not issue any common stock under the $500 Million ATM Program. During the year ended December 31, 2024, we issued an aggregate of 5,329,544 shares of common stock at a weighted average offering price of $66.62 per share under the $500 Million ATM Program and Previous $500 Million ATM Program, resulting in net proceeds of approximately $349.9 million and paying total compensation to the applicable sales agents of approximately $5.1 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 (approximately $157.2 million remaining as of December 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, developments and redevelopments and repayment of indebtedness, including borrowings under our revolving credit facility. During the three months ended December 31, 2025, we issued an aggregate of 700,000 shares of common stock at a weighted average offering price of $62.27 per share under the $500 Million ATM Program, resulting in net proceeds of approximately $43.0 million and paying total compensation to the applicable sales agents of approximately $0.6 million. During the year ended December 31, 2025, we issued an aggregate of 4,206,371 shares of common stock at a weighted average offering price of $66.81 per share under the $500 Million ATM Program, resulting in net proceeds of approximately $276.9 million and paying total compensation to the applicable sales agents of approximately $4.1 million.

Previous wording

On February 4, 2025, our board of directors declared a cash dividend in the amount of $0.49 per share of our common stock payable on April 4, 2025 to the stockholders of record as of the close of business on March 27, 2025.

Current wording

Subsequent to December 31, 2025, on February 3, 2026, our board of directors declared a cash dividend in the amount of $0.52 per share of our common stock payable on April 10, 2026 to the stockholders of record as of the close of business on March 27, 2026.

Previous wording

Current operating conditions in our six markets for our business have slowed over the last two years yet there are reasons for optimism within our submarkets. We believe that on average, the rental rates we are likely to achieve on new or renewed leases for our 2025 expirations will be above the rates currently paid for the same space. Notwithstanding, new speculative development continues which will slow potential rent growth from what it would be without such new development.

Current wording

Current operating conditions in our six markets for our business have stabilized and there are reasons for optimism within our submarkets. We believe that on average, the rental rates we are likely to achieve on new or renewed leases for our 2026 expirations will be above the rates currently paid for the same space. Notwithstanding, new speculative development continues which will slow potential rent growth from what it would be without such new development.

Previous wording

We see attractive acquisition opportunities. Nevertheless, our acquisition volume will be dependent on both the quality and pricing of the opportunity set and the price of our stock relative to net asset value (“NAV”). Those conditions, not knowable in advance, will determine our results. We will continue to sell assets and redeploy the capital to enhance NAV per share growth or return the capital to shareholders. We entered 2025 with our balance sheet exceedingly well positioned for growth as we have $82.0 million outstanding on our $600.0 million revolving credit facility and a cash balance of approximately $18.1 million.

Current wording

We see attractive acquisition opportunities. Nevertheless, our acquisition volume will be dependent on both the quality and pricing of the opportunity set and the price of our stock relative to net asset value (“NAV”). Those conditions, not knowable in advance, will determine our results. We will continue to sell assets and redeploy the capital to enhance NAV per share growth or return the capital to shareholders. We entered 2026 with our balance sheet well positioned for growth as we have $200.0 million outstanding on our $600.0 million revolving credit facility and a cash balance of approximately $25.0 million.

Previous wording

Within our six markets we have increasingly focused on urban infill locations. While our net growth will remain limited to a size where we can make directly informed operational decisions, we feel more strongly today than we did fifteen years ago about the long-term investment merits of our strategy and the growth opportunities ahead. We are mindful, always, that it is per share rather than aggregate results that matter.

Current wording

Within our six markets we have increasingly focused on urban infill locations. While our net growth will remain limited to a size where we can make directly informed operational decisions, we feel more strongly today than we did sixteen years ago about the long-term investment merits of our strategy and the growth opportunities ahead. We are mindful, always, that it is per share rather than aggregate results that matter.

Previous wording

The U.S. economy experienced a significant increase in inflation rates in recent years. While inflation levels began to decrease in 2024, they remain elevated relative to the years preceding 2021. A wide variety of industries and sectors have been, and will continue to be, affected by recently increasing commodity prices. Elevated inflation has, and may continue to, result in 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 71.6% of our total rentable square feet and improved land acerage 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. While inflation levels began to decrease in 2024, they remain elevated relative to the years preceding 2021. A wide variety of industries and sectors have been, and will continue to be, affected by recently increasing commodity prices. Elevated inflation has, and may continue to, result in 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 68.9% 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 97.3% 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 96.8% 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 years ended December 31, 2024 and 2023 includes the changes attributable to same store properties. The same store pool for the comparison of the years ended December 31, 2024 and 2023 includes all properties that were owned and in operation as of December 31, 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 December 31, 2024. As of December 31, 2024, the same store pool consisted of 242 buildings aggregating approximately 14.5 million square feet representing approximately 75.5% of our total square feet owned and 44 improved land parcels consisting of approximately 139.5 acres representing approximately 92.6% of our total acreage owned. As of December 31, 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 December 31, 2024, consisted of 57 buildings (including one building held for sale) aggregating approximately 4.7 million square feet, three improved land parcels consisting of approximately 11.1 acres, six properties under development or redevelopment and approximately 22.4 acres of land for future development. As of December 31, 2024 and 2023, our consolidated same store pool occupancy was approximately 98.3% and 98.5%, respectively.

Current wording

The analysis of our results below for the years ended December 31, 2025 and 2024 includes the changes attributable to same store properties. The same store pool for the comparison of the years ended December 31, 2025 and 2024 includes all properties that were owned and in operation as of December 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 December 31, 2025. As of December 31, 2025, the same store pool consisted of 236 buildings aggregating approximately 14.1 million square feet representing approximately 71.1% of our total square feet owned and 42 improved land parcels consisting of approximately 142.5 acres representing approximately 96.9% of our total acreage owned. As of December 31, 2025, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2025 and 2024 or which were held for sale or in development or redevelopment as of December 31, 2025, consisted of 73 buildings aggregating approximately 5.7 million square feet, four improved land parcels consisting of approximately 4.5 acres and six properties under development or redevelopment. As of December 31, 2025 and 2024, our consolidated same store pool occupancy was approximately 97.2% and 98.2%, respectively.

Previous wording

Revenues. Total revenues increased approximately $59.0 million for the year ended December 31, 2024 compared to 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 2.3 million square feet and 22.5 acres commencing during the year ended December 31, 2024 increased approximately 36.5% compared to the previous rental rates for that same space in the prior year. For the years ended December 31, 2024 and 2023, approximately $8.3 million and $7.7 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.7 million and $0.6 million, respectively, was recorded in lease termination revenue. The increase in total revenues for the year ended December 31, 2024 was partially offset by a decrease in occupancy for the operating portfolio, as a result of acquired vacancy. Additionally, total revenues for the years ended December 31, 2024 and 2023 were partially offset by approximately $2.8 million and $1.1 million, respectively, of bad debt expense.

Current wording

Revenues. Total revenues increased approximately $93.8 million for the year ended December 31, 2025 compared to the prior year primarily due to property acquisitions during 2025 and 2024, increased revenue on new and renewed leases and lease termination fees. The increase in total revenues was partially offset by property dispositions during 2025. Cash rents on new and renewed leases totaling approximately 2.7 million square feet and 24.4 acres commencing during the year ended December 31, 2025 increased approximately 25.4% compared to the previous rental rates. For the years ended December 31, 2025 and 2024, approximately $14.4 million and $8.3 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $13.6 million and $0.7 million, respectively, was recorded in lease termination revenue. The increase in lease termination revenue was primarily due to a lease termination which occurred during the three months ended December 31, 2025 of $13.5 million, partially offset by a $1.3 million termination fee we paid as part of a lease buy out at two properties. Total revenues for the years ended December 31, 2025 and 2024 were partially offset by approximately $7.8 million and $3.1 million, respectively, of bad debt expense and straight-line rent write-offs for terminated leases. Bad debt expense for the three months and year ended December 31, 2025 was approximately $2.0 million and $5.6 million, respectively.

Previous wording

Property operating expenses. Total property operating expenses increased approximately $19.0 million during the year ended December 31, 2024 compared to the prior year. The increase in total property operating expenses was primarily due to increases in insurance premiums and real estate taxes.

Current wording

Property operating expenses. Total property operating expenses increased approximately $17.0 million during the year ended December 31, 2025 compared to the prior year. The increase in total property operating expenses was primarily due to property acquisitions during 2025 and 2024 as well as increases in real estate taxes. The increase in total property operating expenses was partially offset by property dispositions during 2025.

Previous wording

Depreciation and amortization. Depreciation and amortization increased approximately $20.7 million during the year ended December 31, 2024 compared to the prior year primarily due to property acquisitions during 2024 and 2023.

Current wording

Depreciation and amortization. Depreciation and amortization increased approximately $27.7 million during the year ended December 31, 2025 compared to the prior year primarily due to property acquisitions during 2025 and 2024, partially offset by property dispositions during 2025.

Previous wording

General and administrative expenses. General and administrative expenses increased approximately $4.7 million for the year ended December 31, 2024 compared to 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 prior year as well as expenses related to our New York City office which opened in 2024.

Current wording

General and administrative expenses. General and administrative expenses increased approximately $4.7 million for the year ended December 31, 2025 compared to the prior year primarily due to increased compensation expenses, including increased restricted stock amortization, LTIP expense and bonus expense, and an increase in salaries compared to the prior year.

Previous wording

Interest and other income. Interest and other income increased approximately $7.1 million during the year ended December 31, 2024 compared to the prior year primarily due to higher cash and cash equivalent balances throughout 2024.

Current wording

Interest and other income. Interest and other income decreased approximately $6.8 million during the year ended December 31, 2025 compared to the prior year primarily due to lower cash and cash equivalent balances throughout 2025.

Previous wording

Interest expense, including amortization. Interest expense decreased approximately $3.9 million for the year ended December 31, 2024 compared to 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 year ended December 31, 2024.

Current wording

Interest expense, including amortization. Interest expense increased approximately $11.9 million for the year ended December 31, 2025 compared to the prior year. This was primarily due to higher outstanding debt during the year ended December 31, 2025, as well as 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 $7.2 million for the year ended December 31, 2024 compared to the prior year. We recognized an aggregate gain of approximately $45.4 million from the sale of four properties during the year ended December 31, 2024, as compared to an aggregate gain of approximately $38.2 million from the sale of four properties during the prior year.

Current wording

Gain on sales of real estate investments. Gain on sales of real estate investments increased approximately $193.1 million for the year ended December 31, 2025 compared to the prior year. We recognized an aggregate gain of approximately $238.4 million from the sale of eight properties during the year ended December 31, 2025, as compared to an aggregate gain of approximately $45.4 million from the sale of four properties during the prior year.

Previous wording

Discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 was included in our Annual Report on Form 10-K for the year ended December 31, 2023 on page 38 under Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations”, which was filed with the SEC on February 7, 2024.

Current wording

Discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 was included in our Annual Report on Form 10-K for the year ended December 31, 2024 beginning on page 41 under Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations”, which was filed with the SEC on February 5, 2025.

Previous wording

•limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 35% of our total enterprise value;

Current wording

•limit the sum of the outstanding principal amount of our consolidated indebtedness and the liquidation preference of any outstanding perpetual preferred stock to less than 30% of our total enterprise value;

Previous wording

•maintain a net debt-to-adjusted EBITDA ratio below 5.0x;

Current wording

•maintain a net debt-to-adjusted EBITDA ratio below 4.5x;

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. Fitch Ratings assigned us an issuer rating of BBB+ with a stable outlook. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning credit agency. There can be no assurance that we will be able to maintain our current credit rating. Our credit rating can affect the amount and type of capital we can access, as well as the terms of any financings we may obtain. In the event our current credit rating is downgraded, it may become difficult or expensive to obtain additional financing or refinance existing obligations and commitments. 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 table below sets forth the activity under our at-the-market common stock offering programs during the years ended December 31, 2024 and 2023:

Current wording

The tables below set forth the activity under our at-the-market common stock offering programs during the years ended December 31, 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 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. As of 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

As of December 31, 2025, 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 December 31, 2025, there were $200.0 million of 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 December 31, 2024) for the revolving credit facility and 1.25% to 1.75% (1.25% as of December 31, 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

On January 7, 2026, we entered into the Fourth Amendment to the Amended Facility (the “Fourth Amendment”) adding a $200.0 million term loan maturing on January 15, 2031. Following the Fourth Amendment, 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, a $100.0 million term loan that matures in January 2028, and a $200.0 million term loan that matures in January 2031. Additionally, the Amended Facility includes an accordion feature pursuant to which the aggregate amount of the Amended Facility may be increased by up to an additional $1.0 billion to a maximum aggregate amount not to exceed $2.0 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, the $100.0 million term loan maturing in January 2028, and the $200.0 million term loan maturing in January 2031 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) 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 1.00% to 1.45% for the revolving credit facility and 1.15% to 1.65% for the term loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value. Proceeds from the $200.0 million term loan were used to reduce borrowings under the $600.0 million revolving credit facility and for general corporate purposes.

Previous wording

As of 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 December 31, 2024 was approximately $3.6 million.

Current wording

As of December 31, 2025 and 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 December 31, 2025 and 2024 was approximately $2.5 million and $3.6 million, respectively.

Previous wording

As of December 31, 2024 and 2023, we held cash and cash equivalents totaling approximately $18.1 million and $165.4 million, respectively.

Current wording

As of December 31, 2025 and 2024, we held cash and cash equivalents totaling approximately $25.0 million and $18.1 million, respectively.

Previous wording

The following tables summarize our debt maturities and principal payments as of December 31, 2024, and market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the years ended December 31, 2024 and 2023 (dollars in thousands, except per share data):

Current wording

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

Previous wording

1 Includes 426,388 and 419,057 shares of unvested restricted stock outstanding as of December 31, 2024 and 2023, respectively. Also includes 497,190 and 508,663 shares held in the Deferred Compensation Plan as of December 31, 2024 and 2023, respectively.

Current wording

1 Includes 478,223 and 426,388 shares of unvested restricted stock outstanding as of December 31, 2025 and 2024, respectively. Also includes 527,547 and 497,190 shares held in the Deferred Compensation Plan as of December 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 one property consisting of one building held for sale as of December 31, 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, including one property held for sale as of December 31, 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 years ended December 31, 2024 and 2023, respectively. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of

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 years ended December 31, 2025 and 2024, respectively.

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 Annual Report on Form 10-K 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 December 31, 2025 and 2024, respectively. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K 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 tables set forth the cash dividends paid or payable per share during the years ended December 31, 2024 and 2023:

Current wording

The following table sets forth the cash dividends paid or payable per share during the years ended December 31, 2025: