STAG Industrial, Inc.

Previous wording

The industrial real estate business is affected by general macro-economic trends including recent changes in interest rates, inflation, trade policies, and geopolitical tensions. These factors are key drivers of financial market volatility and raise concerns about a slowing global economy. While U.S. gross domestic product (“GDP”) declined during the first two quarters of 2022, real GDP has increased for ten consecutive quarters with the most recent measure showing 2.4% growth in the fourth quarter of 2024. Labor conditions are slowing, but holding solid with a 4.2% unemployment rate as of March 2025. Going forward, due to the U.S.'s recent implementation of extraordinary tariffs, the general consensus among economists is substantially higher risk of recession or stagflation. While the trade policies and macro-economic conditions continue to evolve and could result in tighter credit conditions, weakening tenant cash flows, and rising vacancy rates, we believe we will continue to benefit from having a well-diversified portfolio across various markets, tenant industries, and lease terms. Additionally, we believe that recent moves toward more regional supply chains and geopolitical tensions have accelerated a number of trends that positively impact U.S. industrial demand. However, given the current uncertainty and events discussed above, our acquisition activity slowed since 2022 relative to our historical acquisition pace.

Current wording

The industrial real estate business is affected by general macro-economic trends including recent changes in interest rates, inflation, trade policies, fiscal policy, and geopolitical tensions. These factors are key drivers of financial market volatility and raise concerns about a slowing global economy. After ten consecutive quarters of U.S. gross domestic product ("GDP") growth, real GDP declined 0.5% in the first quarter of 2025. Labor conditions are slowing but holding with a 4.1% unemployment rate as of June 2025. Due to the U.S.'s recent implementation of new and increased tariffs, the general consensus among economists is a higher risk of recession or stagflation. Trade policies and macro-economic conditions continue to evolve and could result in tighter credit conditions, weakening tenant cash flows, and increased credit loss and vacancy rates. Because of the current uncertainty and events discussed above, our acquisition activity has slowed relative to our historical acquisition pace.

Previous wording

Due to demographic/consumer trends, geopolitical uncertainty and recent legislation supporting U.S. infrastructure, we expect acceleration in a number of industrial-specific trends to support stronger long term demand, including:

Current wording

On the other hand, demographic/consumer trends, geopolitical uncertainty and recent legislation supporting U.S. infrastructure may accelerate trends that support stronger long term demand for industrial space, including:

Previous wording

•the overall quality of the transportation infrastructure in the United States.

Current wording

•the general quality of the transportation infrastructure in the United States.

Previous wording

Our portfolio continues to have strong occupancy and benefits from geographic diversity throughout the national industrial market. Demand across the industrial market is moderating relative to recent peaks. Vacancy and availability rates, while rising, remain near historical standards in many markets. The supply pipeline remains robust, albeit smaller and more notably concentrated in very large warehouses. Construction starts continue to decline as a result of both moderating demand and volatile capital markets. The volatile global and U.S. macro-economic trends could be a notable headwind and may potentially result in relatively less demand for space, increased credit loss, and higher vacancy. We believe that the diversification of our portfolio by market, tenant industry, and tenant credit will prove to be a strength in this environment.

Current wording

Overall, demand across the industrial market is moderating relative to recent peaks. Vacancy and availability rates, while rising, remain near historical standards in many markets. The supply pipeline remains robust, albeit smaller and more notably concentrated in very large warehouses. Construction starts continue to decline as a result of both moderating demand and volatile capital markets.

Previous wording

We believe that the current economic environment, while volatile, will provide us with an opportunity to demonstrate the diversification of our portfolio. Specifically, we believe our existing portfolio should benefit from competitive rental rates and strong occupancy. In addition to our diversified portfolio, we believe that certain characteristics of our business and capital structure should position us well in an uncertain environment, including our minimal floating rate debt exposure (taking into account our hedging activities), strong banking relationships, strong liquidity, access to capital, and the fact that many of our competitors for the assets we purchase tend to be smaller local and regional investors who may have been more heavily impacted by rising interest rates and lack of available capital.

Current wording

Our portfolio is diversified across geographies, tenant industries and lease terms. We believe that the current economic environment, while volatile, provides us with an opportunity to demonstrate the strength of our portfolio arising from its diversification. Specifically, we believe our portfolio should benefit from competitive rental rates and strong occupancy. In addition to our diversified portfolio, we believe that certain characteristics of our business and capital structure should position us well in an uncertain environment, including our minimal floating rate debt exposure (taking into account our hedging activities), strong banking relationships and liquidity, and access to capital.

Previous wording

On October 22, 2024, American Tire Distributors, Inc. (“ATD”), a tenant that accounts for approximately 1% of our total annualized base rental revenue as of March 31, 2025, voluntarily filed for reorganization under Chapter 11 of the United States Bankruptcy Code. ATD leases seven buildings from us totaling 840,658 square feet. Annualized base rental revenue for the seven buildings is approximately $6.3 million as of March 31, 2025. On February 28, 2025, ATD sold substantially all of its assets to its current lender group as a going concern. The transaction eliminated a significant amount of debt and provided the reorganized business with access to new capital. ATD is current on its rent obligations to us. Under the terms of the sale, the purchaser has until May 20, 2025 to designate leases to be assumed and assigned to it as part of the transaction. While the ongoing business under new ownership may not be successful and until May 20, 2025, ATD could assume or reject any or all of the seven leases, we do not currently believe that the tenant’s bankruptcy is reasonably likely to have a material adverse effect on our results of operations or financial condition.

Current wording

On October 22, 2024, American Tire Distributors, Inc. (“ATD”), a tenant that accounted for approximately 0.9% of our total annualized base rental revenue as of June 30, 2025, voluntarily filed for reorganization under Chapter 11 of the United States Bankruptcy Code. ATD leased seven buildings from us totaling 840,658 square feet. Annualized base rental revenue for the seven buildings were approximately $6.2 million as of June 30, 2025. On February 28, 2025, ATD sold substantially all of its assets as a going concern to a successor affiliated with ATD’s lender group (“Reorganized ATD”). The transaction eliminated a significant amount of debt and provided Reorganized ATD with access to new capital. On May 20, 2025, retroactive to February 28, 2025, Reorganized ATD assumed all seven of our leases, and certain lease terms were amended as part of the assumption.

Previous wording

The following table summarizes the Operating Portfolio leases that commenced during the three months ended March 31, 2025. Any rental concessions in such leases are accounted for on a straight-line basis over the term of the lease.

Current wording

The following table summarizes the Operating Portfolio leases that commenced during the three and six months ended June 30, 2025. Any rental concessions in such leases are accounted for on a straight-line basis over the term of the lease.

Previous wording

Additionally, for the three months ended March 31, 2025, leases commenced totaling 93,398 related to the Value Add Portfolio and first generation leasing. These leases are excluded from the Operating Portfolio statistics above.

Current wording

Additionally, for the three and six months ended June 30, 2025, leases commenced totaling 1,142,983 and 1,236,381, respectively, related to the Value Add Portfolio and first generation leasing. These leases are excluded from the Operating Portfolio statistics above.

Previous wording

Our ability to re-lease space subject to expiring leases will impact our results of operations and is affected by economic and competitive conditions in our markets and by the desirability of our individual buildings. Leases that comprise approximately 9.4% of our total annualized base rental revenue will expire during the period from April 1, 2025 to March 31, 2026, excluding month-to-month leases. We assume, based upon internal renewal probability estimates, that some of our tenants will renew and others will vacate and the associated space will be re-let subject to downtime assumptions. Using the aforementioned assumptions, we expect that the rental rates on the respective new leases will be greater than the rates under existing leases expiring during the period April 1, 2025 to March 31, 2026, thereby resulting in an increase in revenue from the same space.

Current wording

Our ability to re-lease space subject to expiring leases will impact our results of operations and is affected by economic and competitive conditions in our markets and by the desirability of our individual buildings. Leases that comprise approximately 10.9% of our total annualized base rental revenue will expire during the period from July 1, 2025 to June 30, 2026, excluding month-to-month leases. We assume, based upon internal renewal probability estimates, that some of our tenants will renew and others will vacate and the associated space will be re-let subject to downtime assumptions. Using the aforementioned assumptions, we expect that the rental rates on the respective new leases will be greater than the rates under existing leases expiring during the period July 1, 2025 to June 30, 2026, thereby resulting in an increase in revenue from the same space.

Previous wording

(1)Leases previously scheduled to expire in 2025, totaling approximately 9.9 million square feet, have been amended to extend their lease expiration date as of March 31, 2025. These leases are excluded from 2025 expirations and are now reflected in the new year of expiration.

Current wording

(1)Leases previously scheduled to expire in 2025, totaling approximately 11.8 million square feet, have been amended to extend their lease expiration date as of June 30, 2025. These leases are excluded from 2025 expirations and are now reflected in the new year of expiration.

Previous wording

The following table summarizes our acquisitions during the three months ended March 31, 2025.

Current wording

The following table summarizes our acquisitions during the three and six months ended June 30, 2025.

Previous wording

During the three months ended March 31, 2025, we sold one building comprised of approximately 0.3 million rentable square feet with a net book value of approximately $13.9 million to a third party. Net proceeds from the sale of rental property was approximately $63.8 million and we recognized the full gain on the sale of rental property, net, of approximately $49.9 million for the three months ended March 31, 2025.

Current wording

During the six months ended June 30, 2025, we sold two buildings comprised of approximately 0.5 million rentable square feet with a net book value of approximately $17.0 million to third parties. Net proceeds from the sales of rental property were approximately $72.6 million and we recognized the full gain on the sales of rental property, net, of approximately $55.6 million for the six months ended June 30, 2025.

Previous wording

We define same store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods presented. The results for same store properties exclude termination fees, solar income, and other income adjustments. Same store properties exclude Operating Portfolio properties with expansions placed into service on or after January 1, 2024. On March 31, 2025, we owned 549 industrial buildings consisting of approximately 108.6 million square feet and representing approximately 92.3% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 0.8% to 97.4% as of March 31, 2025 compared to 98.2% as of March 31, 2024.

Current wording

We define same store properties as properties that were in the Operating Portfolio for the entirety of the comparative periods presented. The results for same store properties exclude termination fees, solar income, and other income adjustments. Same store properties exclude Operating Portfolio properties with expansions placed into service on or after January 1, 2024. On June 30, 2025, we owned 548 industrial buildings consisting of approximately 108.4 million square feet and representing approximately 91.6% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 0.7% to 97.4% as of June 30, 2025 compared to 98.1% as of June 30, 2024.

Previous wording

Net income for our total portfolio increased by approximately $55.9 million, or 149.3%, to approximately $93.4 million for the three months ended March 31, 2025 compared to approximately $37.5 million for the three months ended March 31, 2024.

Current wording

Net income for our total portfolio decreased by approximately $10.0 million, or 16.4%, to approximately $51.1 million for the three months ended June 30, 2025 compared to approximately $61.1 million for the three months ended June 30, 2024.

Previous wording

Same store rental income, which includes lease income and other billings as discussed below, increased by approximately $6.2 million, or 3.4%, to approximately $186.9 million for the three months ended March 31, 2025 compared to approximately $180.7 million for the three months ended March 31, 2024.

Current wording

Same store rental income, which includes lease income and other billings as discussed below, increased by approximately $6.6 million, or 3.7%, to approximately $185.2 million for the three months ended June 30, 2025 compared to approximately $178.7 million for the three months ended June 30, 2024.

Previous wording

Same store lease income increased by approximately $5.7 million, or 3.9%, to approximately $150.4 million for the three months ended March 31, 2025 compared to approximately $144.7 million for the three months ended March 31, 2024. The increase was primarily due to the execution of new leases and lease renewals with existing tenants of approximately $9.0 million. This increase was partially offset by the reduction of base rent of approximately $3.1 million due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.2 million.

Current wording

Same store lease income increased by approximately $6.0 million, or 4.1%, to approximately $152.0 million for the three months ended June 30, 2025 compared to approximately $146.0 million for the three months ended June 30, 2024. The increase was primarily due to the execution of new leases and lease renewals with existing tenants of approximately $8.4 million. This increase was partially offset by the reduction of base rent of approximately $2.0 million due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.1 million. Additionally, there was a decrease in same store lease income of approximately $0.3 million which was primarily attributable to management’s evaluation of operating leases to determine the probability of collecting substantially all of the lessee’s remaining lease payments under the lease term. During the three months ended June 30, 2025, same store lease income decreased approximately $0.7 million due to certain tenants converting from the accrual basis of accounting to the cash basis of accounting. This decrease was partially offset during the three months ended June 30, 2025 due to converting two tenants from the cash basis of accounting back to the accrual basis of accounting, for which approximately $0.4 million of straight-line accrued rental balance was reinstated.

Previous wording

Same store other billings increased by approximately $0.5 million, or 1.4%, to approximately $36.5 million for the three months ended March 31, 2025 compared to approximately $36.0 million for the three months ended March 31, 2024. The increase in other billings was primarily attributable to an increase in real estate tax reimbursements of approximately $0.9 million due to an increase in real estate taxes levied by the taxing authority for certain tenants for which we pay the real estate taxes on their behalf and occupancy of previously vacant buildings. Additionally, the increase was offset by a decrease of approximately $0.4 million of other expense reimbursements due to a decrease in the corresponding expenses and vacancy of previously occupied buildings.

Current wording

Same store other billings increased by approximately $0.5 million, or 1.5%, to approximately $33.2 million for the three months ended June 30, 2025 compared to approximately $32.7 million for the three months ended June 30, 2024. The increase was attributable to an increase of approximately $1.8 million in other expense reimbursements which was primarily due to an increase in corresponding expenses. This increase was partially offset by a reduction in real estate tax reimbursements of approximately $1.3 million due to an decrease in real estate taxes levied by the taxing authority and vacancy of previously occupied buildings.

Previous wording

Total same store property operating expenses increased by approximately $1.8 million, or 4.9%, to approximately $39.5 million for the three months ended March 31, 2025 compared to approximately $37.7 million for the three months ended March 31, 2024. This increase was primarily due to increases in real estate tax, other expenses, and snow removal expense of approximately $1.6 million, $0.3 million, and $0.2 million, respectively. These increases were partially offset by a decrease to utility expense of approximately $0.3 million.

Current wording

Total same store property operating expenses increased by approximately $1.0 million, or 2.9%, to approximately $35.5 million for the three months ended June 30, 2025 compared to approximately $34.5 million for the three months ended June 30, 2024. This increase was primarily due to increases in repairs and maintenance, utility expense, snow removal expense, and other expenses of approximately $1.2 million, $0.4 million, $0.4 million, and $0.2 million, respectively. These increases were partially offset by a reduction to real estate tax expense and insurance expense of approximately $1.0 million and $0.2 million, respectively.

Previous wording

Subsequent to January 1, 2024, we acquired 33 buildings consisting of approximately 6.0 million square feet (excluding two buildings that were included in the Value Add Portfolio at March 31, 2025, or sold or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024), and sold 11 buildings consisting of approximately 1.9 million square feet. For the three months ended March 31, 2025 and 2024, the buildings acquired after January 1, 2024 contributed approximately $11.9 million and $0.2 million to NOI, respectively. For the three months ended March 31, 2025 and March 31, 2024, the buildings sold after January 1, 2024 contributed approximately $(0.1) million and $2.0 million to NOI, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.

Current wording

Subsequent to January 1, 2024, we acquired 34 buildings consisting of approximately 6.2 million square feet (excluding two buildings that were included in the Value Add Portfolio at June 30, 2025, or sold or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024), and sold 12 buildings consisting of approximately 2.1 million square feet. For the three months ended June 30, 2025 and 2024, the buildings acquired after January 1, 2024 contributed approximately $13.1 million and $2.7 million to NOI, respectively. For the three months ended June 30, 2025 and 2024, the buildings sold after

Previous wording

These buildings contributed approximately $2.2 million and $2.7 million to NOI for the three months ended March 31, 2025 and 2024, respectively. Additionally, there was approximately $0.4 million and $0.6 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the three months ended March 31, 2025 and 2024, respectively.

Current wording

These buildings contributed approximately $2.7 million and $3.1 million to NOI for the three months ended June 30, 2025 and 2024, respectively. Additionally, there was approximately $1.3 million and $3.0 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

Total other expenses consist of general and administrative expenses, depreciation and amortization, and other expenses.

Current wording

Total other expenses consist of general and administrative, depreciation and amortization, loss on impairment, and other expenses.

Previous wording

Total other income (expense) increased approximately $45.3 million, or 173.8%, to approximately $19.2 million total other income for the three months ended March 31, 2025 compared to approximately $26.1 million total other expense for the three months ended March 31, 2024. This increase was primarily attributable to an increase in the gain on the sale of rental property, net of approximately $49.9 million. Additionally, there was an increase in gain on involuntary conversion of approximately $1.9 million during the three months ended March 31, 2025, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements, that did not occur during the three months ended March 31, 2024. These increases were also attributable to a decrease in debt extinguishment and modification expenses of approximately $0.7 million related to the unsecured term loan amendment during the three months ended March 31, 2024. These increases were partially offset by an increase in interest expense of approximately $7.1 million which was primarily attributable to the issuance of $450.0 million of unsecured notes on May 28, 2024.

Current wording

Total other income (expense) decreased approximately $29.4 million, or 2,032.4%, to approximately $27.9 million total other expense for the three months ended June 30, 2025 compared to approximately $1.4 million total other income for the three months ended June 30, 2024. This decrease was primarily attributable to a decrease in the gain on the sales of rental property, net of approximately $17.4 million. Additionally, there was an decrease in gain on involuntary conversion of approximately $5.7 million during the three months ended June 30, 2025, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements. The decrease was also attributable to an increase in interest expense of approximately $6.2 million which was primarily attributable to the issuance of $450.0 million of unsecured notes on May 28, 2024 and the issuance of $550.0 million of unsecured notes on June 25, 2025, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements.

Previous wording

Total other expenses increased approximately $2.8 million, or 3.3%, to approximately $87.8 million for the three months ended March 31, 2025 compared to approximately $84.9 million for the three months ended March 31, 2024. The increase was primarily attributable to an increase in depreciation and amortization expense of approximately $2.5 million due to an increase in the depreciable asset base from net acquisitions after March 31, 2024. Additionally, general and administrative expenses increased by approximately $0.4 million primarily due to increases in compensation and other payroll costs.

Current wording

Total other expenses decreased approximately $1.6 million, or 0.9%, to approximately $176.0 million for the six months ended June 30, 2025 compared to approximately $177.6 million for the six months ended June 30, 2024. The decrease was primarily attributable to a decrease in loss on impairment of approximately $4.1 million, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements. This decrease was partially offset by an increase in depreciation and amortization expense of approximately $1.7 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after June 30, 2024. Additionally, general and administrative expenses increased by approximately $1.4 million primarily due to increases in compensation and other payroll costs.

Previous wording

Total other income (expense) consists of interest and other income, interest expense, debt extinguishment and modification expenses, gain on involuntary conversion, and gain on the sale of rental property, net. Interest expense includes interest incurred during the period as well as adjustments related to amortization of financing fees and debt issuance costs, and amortization of fair market value adjustments associated with the assumption of debt.

Current wording

Total other income (expense) consists of interest and other income, interest expense, debt extinguishment and modification expenses, gain on involuntary conversion, and gain on the sales of rental property, net. Interest expense includes interest incurred during the period as well as adjustments related to amortization of financing fees and debt issuance costs, and amortization of fair market value adjustments associated with the assumption of debt.

Previous wording

The following table summarizes our cash flows for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current wording

The following table summarizes our cash flows for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Previous wording

Net cash provided by operating activities decreased approximately $1.6 million to approximately $103.5 million for the three months ended March 31, 2025 compared to approximately $105.2 million for the three months ended March 31, 2024. The decrease was attributable to fluctuations in working capital due to timing of payments and rental receipts.

Current wording

Net cash provided by operating activities decreased approximately $12.0 million to approximately $215.4 million for the six months ended June 30, 2025 compared to approximately $227.4 million for the six months ended June 30, 2024. The decrease was attributable to fluctuations in working capital due to timing of payments and rental receipts.

Previous wording

Net cash used in investing activities decreased approximately $51.3 million to approximately $24.9 million for the three months ended March 31, 2025 compared to approximately $76.3 million for the three months ended March 31, 2024. The decrease was primarily attributable to an increase in proceeds from sale of rental property, net of approximately $63.8 million during the three months ended March 31, 2025 related to the disposition of one building, whereas during the three months ended March 31, 2024 there were no dispositions. The decrease was also attributable to the acquisition of rental property during the three months ended March 31, 2025 of approximately $42.9 million, compared to the acquisition of rental property during the three months ended March 31, 2024 of approximately $49.3 million. These decreases were partially offset by an increase in cash paid for additions of land and buildings and improvements related to development and other capital expenditures of approximately $21.7 million, during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

Current wording

Net cash used in investing activities decreased approximately $158.0 million to approximately $89.6 million for the six months ended June 30, 2025 compared to approximately $247.6 million for the six months ended June 30, 2024. The decrease was primarily attributable to the acquisition of rental property during the six months ended June 30, 2025 of approximately $66.8 million, compared to the acquisition of rental property during the six months ended June 30, 2024 of approximately $281.1 million. This decrease was partially offset by an increase in cash paid for additions of land and buildings and improvements related to development and other capital expenditures of approximately $54.0 million and a decrease in proceeds from sale of rental property, net of approximately $3.1 million during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

Previous wording

Net cash used in financing activities increased approximately $30.3 million to approximately $68.0 million for the three months ended March 31, 2025 compared to approximately $37.7 million for the three months ended March 31, 2024. This increase is primarily attributable to the redemption of $100.0 million of unsecured notes on February 20, 2025 that did not occur during the three months ended March 31, 2024, as well as increase of approximately $2.3 million in dividends and distributions paid. These decreases were partially offset by an increase in net borrowings of approximately $70.0 million under our unsecured credit facility.

Current wording

Net cash provided by (used in) financing activities decreased approximately $160.2 million to approximately $127.3 million net cash used in financing activities for the six months ended June 30, 2025 compared to approximately $32.9 million net cash provided by financing activities for the six months ended June 30, 2024. The decrease was primarily attributable to decrease in net borrowings of approximately $83.0 million and $75.0 million under our unsecured credit facility and unsecured notes, respectively. The decrease was also attributable to an increase of approximately $4.4 million in dividends and distributions paid.

Previous wording

As of March 31, 2025, we had total immediate liquidity of approximately $493.1 million, comprised of approximately $9.3 million of cash and cash equivalents and approximately $483.8 million of immediate availability on our unsecured credit facility.

Current wording

As of June 30, 2025, we had total immediate liquidity of approximately $961.2 million, comprised of approximately $15.4 million of cash and cash equivalents and approximately $945.8 million of immediate availability on our unsecured credit facility.

Previous wording

(1)Interest rate as of March 31, 2025. At March 31, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Simple Secured Overnight Financing Rate (“Daily SOFR”) was 4.31940% and 4.3223%, respectively. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts. The spread over the applicable rate for our unsecured credit facility and unsecured term loans is based on our debt rating and leverage ratio, as defined in the respective loan agreements.

Current wording

(1)Interest rate as of June 30, 2025. At June 30, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Simple Secured Overnight Financing Rate (“Daily SOFR”) was 4.32229% and 4.2990%, respectively. The current interest rate is not adjusted to include the amortization of deferred financing fees or debt issuance costs incurred in obtaining debt or any unamortized fair market value premiums or discounts. The spread over the applicable rate for our unsecured credit facility and unsecured term loans is based on our debt rating and leverage ratio, as defined in the respective loan agreements.

Previous wording

(5)The initial maturity date of our Unsecured Term Loan F is March 25, 2027, or such later date which may be extended pursuant to two one-year extension options exercisable by us in our discretion upon advance written notice. Exercise of each one-year option is subject to the following conditions: (i) absence of a default immediately before the extension and immediately after giving effect to the extension; (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date; and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

Current wording

absence of a default immediately before the extension and immediately after giving effect to the extension; (ii) accuracy of representations and warranties as of the extension date (both immediately before and after the extension), as if made on the extension date; and (iii) payment of a fee. Neither extension option is subject to lender consent, assuming proper notice and satisfaction of the conditions.

Previous wording

The aggregate undrawn nominal commitments on our unsecured credit facility as of March 31, 2025 was approximately $483.8 million, including issued letters of credit. Our actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on our debt covenant compliance.

Current wording

The aggregate undrawn nominal commitments on our unsecured credit facility as of June 30, 2025 was approximately $945.8 million, including issued letters of credit. Our actual borrowing capacity at any given point in time may be less and is restricted to a maximum amount based on our debt covenant compliance.

Previous wording

Subsequent to March 31, 2025, on April 15, 2025, we entered into a note purchase agreement for the future private placement by the Operating Partnership of $350.0 million senior unsecured notes maturing June 25, 2030 with a fixed annual interest rate of 5.50%, $100.0 million senior unsecured notes maturing June 25, 2033 with a fixed annual interest rate of 5.82%, and $100.0 million senior unsecured notes maturing June 25, 2035 with a fixed annual interest rate of 5.99%. The notes are expected to be issued on or around June 25, 2025, subject to conditions.

Current wording

On April 15, 2025, we entered into a note purchase agreement for the private placement by the Operating Partnership of $350.0 million of senior unsecured notes (the “Series O Unsecured Notes”) maturing June 25, 2030 with a fixed annual interest rate of 5.50%, $100.0 million of senior unsecured notes (the “Series P Unsecured Notes”) maturing June 25, 2033 with a fixed annual interest rate of 5.82%, and $100.0 million of senior unsecured notes (the “Series Q Unsecured Notes”) maturing June 25, 2035 with a fixed annual interest rate of 5.99%. On June 25, 2025, Operating Partnership issued the Series O Unsecured Notes, Series P Unsecured Notes, and Series Q Unsecured Notes (collectively, the “2025 Notes”) and received the proceeds therefrom. The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes. The Operating Partnership offered and sold the 2025 Notes in reliance on the registration exemption provided by Section 4(a)(2) of the Securities Act.

Previous wording

The following table summarizes the activity for shares sold on a forward basis under the ATM common stock offering program and shares settled during the three months March 31, 2025. We initially do not receive any proceeds from the sales of shares on a forward basis. We may physically settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point we would receive the proceeds net of certain costs; provided, however, we may elect to cash settle or net share settle such forward sale agreements at any time through the respective scheduled maturity dates.

Current wording

The following table summarizes the activity for shares sold on a forward basis under the ATM common stock offering program and shares settled during the three and six months June 30, 2025. We initially do not receive any proceeds from the sales of shares on a forward basis. We may physically settle the applicable forward sale agreements on one or more dates prior to the respective scheduled maturity dates, at which point we would receive the proceeds net of certain costs; provided, however, we may elect to cash settle or net share settle such forward sale agreements at any time through the respective scheduled maturity dates.

Previous wording

We also own joint ventures with third parties primarily engaged in the development and eventual operation of industrial real estate properties. At March 31, 2025, we held a 90.0% interest in a joint venture located in Concord, North Carolina, and a 95.3% interest in a joint venture located in Reno, Nevada.

Current wording

We also own joint ventures with third parties primarily engaged in the development and eventual operation of industrial real estate properties. At June 30, 2025, we held a 96.8% interest in a joint venture located in Reno, Nevada, a 91.4% interest in a joint venture located in Concord, North Carolina, and a 95.0% interest in a joint venture located in Shepherdsville, Kentucky.

Previous wording

The swaps are all designated as cash flow hedges of interest rate risk, and all are valued as Level 2 financial instruments. Level 2 financial instruments are defined as significant other observable inputs. As of March 31, 2025, 13 of our interest rate swaps outstanding were in an asset position of approximately $26.3 million and four of our forward-starting interest rate swaps were in a liability position of approximately $0.8 million, including any adjustment for nonperformance risk related to these agreements.

Current wording

The swaps are all designated as cash flow hedges of interest rate risk, and all are valued as Level 2 financial instruments. Level 2 financial instruments are defined as significant other observable inputs. As of June 30, 2025, 13 of our interest rate swaps outstanding were in an asset position of approximately $19.7 million and four of our forward-starting interest rate swaps were in a liability position of approximately $1.3 million, including any adjustment for nonperformance risk related to these agreements.

Previous wording

As of March 31, 2025, we had approximately $1,537.0 million of variable rate debt. As of March 31, 2025, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through initial maturity. To the extent interest rates increase, interest costs on our floating rate debt not fixed with interest rate swaps will increase, which could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our security holders. From time to time, we may enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.

Current wording

As of June 30, 2025, we had approximately $1,076.0 million of variable rate debt. As of June 30, 2025, all of our outstanding variable rate debt, with the exception of our unsecured credit facility, was fixed with interest rate swaps through initial maturity. To the extent interest rates increase, interest costs on our floating rate debt not fixed with interest rate swaps will increase, which could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our security holders. From time to time, we may enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. In addition, an increase in interest rates could decrease the amounts third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.

Previous wording

As of March 31, 2025, we had letters of credit related to development projects and certain other agreements of approximately $4.2 million. As of March 31, 2025, we had no other material off-balance sheet arrangements.

Current wording

As of June 30, 2025, we had letters of credit related to development projects and certain other agreements of approximately $3.2 million. As of June 30, 2025, we had no other material off-balance sheet arrangements.