STAG Industrial, Inc.
For the period ended Dec 31, 2025. Filed Feb 11, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 11, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-12.
0001479094-25-000006
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-11.
0001479094-26-000009
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 189 previous paragraphs and 184 current paragraphs.
133 unchanged; 47 reworded; 2 added; 5 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
(6)The initial maturity date of our Unsecured Term Loan G is March 15, 2030, or such later date which may be extended pursuant to a one-year extension option exercisable by us in our discretion upon advance written notice. Exercise of the 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. The extension option is not subject to lender consent, assuming proper notice and satisfaction of the conditions.
Current report
On September 15, 2025, we entered into amendments to our Unsecured Credit Facility, Unsecured Term Loan A, Unsecured Term Loan F, Unsecured Term Loan H, and Unsecured Term Loan I to remove the 0.10% interest rate adjustment for certain loans, and in the case of our Unsecured Term Loans A, H, and I, provide that borrowings under the respective term loans will, at our election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the respective loan agreement). Other than the interest rate provisions described above, the material terms of our Unsecured Term Loans A, F, H, and I remain unchanged.
Removed paragraphs (5)
Previous report
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 December 31, 2024, 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 $6.1 million as of December 31, 2024. ATD’s bankruptcy filings indicate an intent to continue operations and to sell its assets to its current lender group. The contemplated transaction would eliminate a significant amount of debt and should provide the reorganized business with access to new capital. ATD is current on its rent obligations to us. While the sale and reorganization may not be successful and pursuant to the sale and reorganization ATD could assume or reject any or all of the seven leases (including after closing of the sale of ATD to its lenders), 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.
Previous report
Goodwill
Previous report
The excess of the cost of an acquired business over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. As of December 31, 2024, our goodwill of approximately $4.9 million represents amounts allocated to the assembled workforce from the acquired management company, and is presented in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. Our goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis at December 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We take a qualitative approach to consider whether an impairment of goodwill exists prior to quantitatively determining the fair value of the reporting unit in step one of the impairment test. We have recorded no impairments to goodwill as of December 31, 2024.
Previous report
On June 29, 2024, the sustainability-related interest rate reduction of 0.02% on our unsecured credit facility and each of our unsecured term loans ended in accordance with the respective loan agreements.
Previous report
On August 8, 2024, we formed a joint venture with a third party that is primarily engaged in the development and eventual operation of an industrial real estate property located in Reno, Nevada. At December 31, 2024, we held a 95% interest and the third party held the remaining 5% interest in the joint venture.
Reworded paragraphs (47)
Previous wording
As of December 31, 2024, we owned 591 buildings in 41 states with approximately 116.6 million rentable square feet. We own both single- and multi-tenant properties, although the majority of our portfolio is single-tenant.
Current wording
As of December 31, 2025, we owned 601 buildings in 41 states with approximately 120.0 million rentable square feet. We own both single- and multi-tenant properties, although the majority of our portfolio is single-tenant.
Previous wording
As of December 31, 2024, our buildings were approximately 96.5% leased, with no single tenant accounting for more than approximately 2.9% of our total annualized base rental revenue and no single industry accounting for more than approximately 11.3% of our total annualized base rental revenue.
Current wording
As of December 31, 2025, our buildings were approximately 96.4% leased, with no single tenant accounting for more than approximately 2.8% of our total annualized base rental revenue and no single industry accounting for more than approximately 11.4% of our total annualized base rental revenue.
Previous wording
We own all of our properties and conduct substantially all of our business through our Operating Partnership, which we control and manage. As of December 31, 2024, we owned approximately 98.0% of the common units in our Operating Partnership, and our current and former executive officers, directors, senior employees and their affiliates, and other third parties owned the remaining 2.0%.
Current wording
We own all of our properties and conduct substantially all of our business through our Operating Partnership, which we control and manage. As of December 31, 2025, we owned approximately 98.1% of the common units in our Operating Partnership, and our current and former executive officers, directors, senior employees and their affiliates, and other third parties owned the remaining 1.9%.
Previous wording
The industrial real estate business is affected by general macro-economic trends including recent changes in interest rates, inflation, 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 nine consecutive quarters with the most recent measure showing 3.1% growth in the third quarter of 2024. Labor conditions are slowing but holding solid with a 4.1% unemployment rate as of December 2024. The general consensus among economists is low growth in the United States with a continued historically elevated risk of recession. While the macro-economic conditions will evolve and could result in tighter credit conditions, weakening tenant cash flows, and rising vacancy rates, we believe we will benefit on a relative basis 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 positively affect U.S. industrial demand. However, given the current uncertainty and events discussed above, our acquisition activity slowed since 2022.
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, technology (e.g., artificial intelligence), and geopolitical tensions. These factors are key drivers of financial market and economic volatility. In 2025, U.S. real gross domestic product (“GDP”) declined 0.5% in the first quarter before increasing 3.8% and 4.3% in the subsequent two quarters, respectively. Labor conditions are slowing, with unemployment rising to 4.4% as of December 2025 compared to 4.1% at the end of June 2025. In the fourth quarter of 2025, following weaker employment data, the Federal Open Market Committee lowered the federal funds rate range twice, in each instance a reduction of 25 basis points, to a target range of 3.50-3.75%. Currently, the general consensus among economists is a higher risk of recession or stagflation. While 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 has continued to slow since 2022 relative to our historical acquisition pace.
Previous wording
Due to demographic/consumer trends, geopolitical uncertainty and recent legislation supporting U.S. infrastructure, we expect industrial-specific trends to support stronger long term demand, including:
Current wording
Alternatively, 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 low by historical standards in many markets. The supply pipeline remains robust, albeit smaller and, in certain market, 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 could 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 are near historical standards in many markets. The supply pipeline remains active, albeit with lower volume and more notably concentrated in build-to-suits as speculative construction remains low due to 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, and access to 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
Additionally, for the year ended December 31, 2024, leases related to the Value Add Portfolio and first generation leasing, with a total of 622,332 square feet, are excluded from the Operating Portfolio statistics above.
Current wording
Additionally, for the year ended December 31, 2025, leases related to the Value Add Portfolio and first generation leasing, with a total of approximately 2.1 million square feet, 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 5.8% of our total annualized base rental revenue will expire during the period from January 1, 2025 to December 31, 2025, 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, overall, the rental rates on the respective new leases will be greater than the rates under existing leases expiring during the period January 1, 2025 to December 31, 2025, 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 8.2% of our total annualized base rental revenue will expire during the period from January 1, 2026 to December 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, overall, the rental rates on the respective new leases will be greater than the rates under existing leases expiring during the period January 1, 2026 to December 31, 2026, thereby resulting in an increase in revenue from the same space.
Previous wording
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Certain estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions, and are therefore continually evaluated based upon available information and experience. The following items require significant estimation or judgement.
Current wording
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Certain estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions, and are therefore continually evaluated based upon available information and experience. The following items require significant estimation or judgment.
Previous wording
We capitalize costs directly and indirectly related to the development, pre-development, redevelopment, or improvement of rental property. Real estate taxes, compensation costs of development personnel, insurance, interest, and other directly related costs during construction periods are capitalized as incurred, with depreciation commencing with the date the property is substantially completed. Such costs begin to be capitalized to the development projects from the point we are undergoing the necessary activities to get the development project ready for its intended use and cease when the development projects are substantially completed and held available for occupancy. Interest is capitalized based on actual capital expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rate of our unsecured indebtedness during the period.
Current wording
We capitalize costs directly related to the development, pre-development, redevelopment, or improvement of rental property. Real estate taxes, compensation costs of development personnel, insurance, interest, and other directly related costs during construction periods are capitalized as incurred, with depreciation commencing with the date the property is substantially completed. Such costs begin to be capitalized to the development projects from the point we are undergoing the necessary activities to get the development project ready for its intended use and cease when the development projects are substantially completed and held available for occupancy. Interest is capitalized based on actual capital expenditures from the period when development or redevelopment commences until the asset is ready for its intended use, at the weighted average borrowing rate of our unsecured indebtedness during the period.
Previous wording
On January 7, 2021, we adopted the STAG Industrial, Inc. Employee Retirement Vesting Program (the “Vesting Program”) to provide supplemental retirement benefits for eligible employees. For those employees who are retirement eligible or will become retirement eligible during the applicable vesting period under the terms of the Vesting Program, we accelerate equity-based compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively.
Current wording
We provide supplemental retirement benefits for eligible employees. For those employees who are retirement eligible or will become retirement eligible during the applicable vesting period, we accelerate equity-based compensation through the employee’s six-month retirement notification period or retirement eligibility date, respectively.
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 after January 1, 2023. On December 31, 2024, we owned 535 industrial buildings consisting of approximately 106.4 million square feet, which represents approximately 91.3% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 1.3% to 97.2% as of December 31, 2024 compared to 98.5% as of December 31, 2023.
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 after January 1, 2024. On December 31, 2025, we owned 538 industrial buildings consisting of approximately 106.2 million square feet, which represents approximately 88.5% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 0.2% to 97.5% as of December 31, 2025 compared to 97.7% as of December 31, 2024.
Previous wording
Net income for our total portfolio decreased by approximately $3.9 million or 2.0% to approximately $193.3 million for the year ended December 31, 2024 compared to approximately $197.2 million for the year ended December 31, 2023.
Current wording
Net income for our total portfolio increased by approximately $86.0 million or 44.5% to approximately $279.3 million for the year ended December 31, 2025 compared to approximately $193.3 million for the year ended December 31, 2024.
Previous wording
Same store rental income, which is comprised of lease income and other billings as discussed below, increased by approximately $30.2 million or 4.5% to approximately $701.1 million for the year ended December 31, 2024 compared to approximately $670.9 million for the year ended December 31, 2023.
Current wording
Same store rental income, which is comprised of lease income and other billings as discussed below, increased by approximately $33.7 million or 4.7% to approximately $744.6 million for the year ended December 31, 2025 compared to approximately $710.9 million for the year ended December 31, 2024.
Previous wording
Same store lease income increased approximately $22.0 million or 4.0% to approximately $568.6 million for the year ended December 31, 2024 compared to approximately $546.6 million for the year ended December 31, 2023. The increase was primarily due to an increase in rental income of approximately $31.1 million from the execution of new leases and lease renewals with existing tenants. This increase was partially offset by the reduction of base rent of approximately $5.3 million due to tenant vacancies, and a net increase in the amortization of net above market leases of approximately $0.7 million. Additionally, there was a decrease in same store lease income of approximately $3.1 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. For those leases that are not probable of collection, we convert to the cash basis of accounting. During the year ended December 31, 2024, management determined certain leases should be converted from the accrual basis of accounting to the cash basis of accounting, which accounts for an approximately $1.3 million decrease during the year ended December 31, 2024 as compared to the year ended December 31, 2023. Additionally, management converted certain leases from the cash basis of accounting back to the accrual basis of accounting during the year ended December 31, 2023, for which approximately $1.8 million of straight-line accrued rental balance was reinstated.
Current wording
Same store lease income increased approximately $29.7 million or 5.2% to approximately $605.0 million for the year ended December 31, 2025 compared to approximately $575.3 million for the year ended December 31, 2024. The increase was primarily due to an increase in rental income of approximately $36.5 million from the execution of new leases and lease renewals with existing tenants. This increase was partially offset by the reduction of base rent of approximately $6.4 million due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.4 million.
Previous wording
Same store other billings increased approximately $8.2 million or 6.6% to approximately $132.5 million for the year ended December 31, 2024 compared to approximately $124.3 million for the year ended December 31, 2023. The increase was attributable to an increase of approximately $5.3 million in other expense reimbursements which was primarily due to an increase in corresponding expenses. The increase was also attributable to an increase of approximately $2.9 million of real estate tax reimbursements 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, changes to lease terms where we began paying the real estate taxes on behalf of tenants that had previously paid the taxes directly to the taxing authorities, and occupancy of previously vacant buildings.
Current wording
Same store other billings increased approximately $4.0 million or 2.9% to approximately $139.6 million for the year ended December 31, 2025 compared to approximately $135.6 million for the year ended December 31, 2024. The increase was attributable to an increase of approximately $3.3 million in expense reimbursements which was primarily due to an increase in corresponding expenses, as well as an increase in real estate tax reimbursements of approximately $0.7 million due to an increase in real estate taxes levied by the taxing authority and vacancy of previously occupied buildings.
Previous wording
Total same store operating expenses increased approximately $6.7 million or 5.0% to approximately $140.3 million for the year ended December 31, 2024 compared to approximately $133.6 million for the year ended December 31, 2023. This increase was due to increases in real estate tax, other, insurance, repairs and maintenance, and snow removal expenses of approximately $3.4 million, $1.3 million, $0.9 million, $0.7 million, and $0.7 million, respectively. These increases were partially offset by a reduction of utilities expense of approximately $0.3 million.
Current wording
Total same store operating expenses increased approximately $7.4 million or 5.2% to approximately $150.6 million for the year ended December 31, 2025 compared to approximately $143.3 million for the year ended December 31, 2024. This increase was due to increases in, repairs and maintenance, real estate tax expense, snow removal expense, utility expense, and other expenses of approximately $2.6 million, $2.4 million, $1.4 million, $0.6 million, and $0.9 million, respectively. These increases were partially offset by a reduction of insurance expense of approximately $0.6 million.
Previous wording
Subsequent to January 1, 2023, we acquired 39 buildings consisting of approximately 6.7 million square feet (excluding nine buildings that were included in the Value Add Portfolio at December 31, 2024 or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2023), and sold 20 buildings consisting of approximately 3.7 million square feet. For the years ended December 31, 2024 and December 31, 2023, the buildings acquired after January 1, 2023 contributed approximately $27.1 million and $3.2 million to NOI, respectively. For the years ended December 31, 2024 and December 31, 2023, the buildings sold after January 1, 2023 contributed approximately $0.4 million and $11.5 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 43 buildings consisting of approximately 9.4 million square feet (excluding two buildings that were included in the Value Add Portfolio at December 31, 2025 or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024), and sold 21 buildings consisting of approximately 3.8 million square feet. For the years ended December 31, 2025 and December 31, 2024, the buildings acquired after January 1, 2024 contributed approximately $54.1 million and $16.5 million to NOI, respectively. For the years ended December 31, 2025 and December 31, 2024, the buildings sold after January 1, 2024 contributed approximately $4.4 million and $9.8 million to NOI, respectively. Refer to Note 3 in the accompanying Notes to Consolidated Financial Statements for additional discussion regarding buildings acquired or sold.
Previous wording
These buildings contributed approximately $18.7 million and $12.2 million to NOI for the years ended December 31, 2024 and December 31, 2023, respectively. Additionally, there was approximately $5.3 million and $3.8 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the years ended December 31, 2024 and December 31, 2023, respectively.
Current wording
These buildings contributed approximately $15.8 million and $13.0 million to NOI for the years ended December 31, 2025 and December 31, 2024, respectively. Additionally, there was approximately $4.5 million and $5.4 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the years ended December 31, 2025 and December 31, 2024, respectively.
Previous wording
Total other expenses increased approximately $18.9 million or 5.7% for the year ended December 31, 2024 to approximately $349.6 million compared to approximately $330.6 million for the year ended December 31, 2023. This increase was primarily attributable to an increase in depreciation and amortization of approximately $14.6 million due to an increase in the depreciable asset base from net acquisitions after December 31, 2023. Additionally, a loss on impairment of approximately $5.0 million was recognized during the year ended December 31, 2024, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements, that did not occur during the year ended December 31, 2023. Additionally, general and administrative expenses increased by approximately $1.7 million primarily due to increases in compensation and other payroll costs. These increases were partially offset by a decrease in other expenses of approximately $2.4 million, which was primarily attributed to the relinquishment of an acquisition deposit of approximately $2.5 million related to the termination of an acquisition contract during the year ended December 31, 2023 that did not recur during the year ended December 31, 2024.
Current wording
Total other expenses increased approximately $6.8 million or 2.0% for the year ended December 31, 2025 to approximately $356.4 million compared to approximately $349.6 million for the year ended December 31, 2024. The increase was primarily attributable to an increase in depreciation and amortization of approximately $8.7 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after December 31, 2024. Additionally, there was an increase in general and administrative expenses by approximately $2.7 million, primarily due to increases in compensation and other payroll costs. These increases were partially offset by a reduction in loss on impairment of approximately $4.1 million from the year ended December 31, 2025 compared to the year ended December 31, 2024, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements.
Previous wording
Total other expense increased approximately $29.3 million or 72.5% to approximately $69.7 million for the year ended December 31, 2024 compared to approximately $40.4 million for the year ended December 31, 2023. This increase was primarily a result of a decrease in the gain on the sales of rental property, net of approximately $21.8 million. This increase was also attributable to an increase in interest expense of approximately $18.6 million which was primarily attributable to the issuance of $450.0 million of unsecured notes on May 28, 2024, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements. This increase was also attributable to an increase in debt extinguishment and modification expenses of approximately $0.7 million related to the unsecured term loan amendment and the 2024 Credit Agreement (as defined below) amendment during the year ended December 31, 2024, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements. These increases were partially offset by an increase in gain on involuntary conversion of approximately $11.8 million during the year ended December 31, 2024, as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements, that did not occur during the year ended December 31, 2023.
Current wording
Total other expense decreased approximately $32.0 million or 46.0% to approximately $37.7 million for the year ended December 31, 2025 compared to approximately $69.7 million for the year ended December 31, 2024. The decrease was primarily a result of an increase in the gain on the sales of rental property, net of approximately $61.5 million. This was partially offset by an increase in interest expense of approximately $19.0 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. Additionally, there was a decrease in gain on involuntary conversion of approximately $10.0 million as discussed in Note 3 of the accompanying Notes to Consolidated Financial Statements and an increase in debt extinguishment and modification expenses of approximately $0.8 million related to the amendment to the $300.0 million Unsecured Term Loan G on September 15, 2025, as discussed in Note 4 of the accompanying Notes to Consolidated Financial Statements.
Previous wording
Net cash provided by operating activities increased approximately $69.2 million to approximately $460.3 million for the year ended December 31, 2024, compared to approximately $391.1 million for the year ended December 31, 2023. The increase was primarily attributable to incremental operating cash flows from property acquisitions completed after December 31, 2023, and operating performance at existing properties. These increases were partially offset by the loss of cash flows from property dispositions completed after December 31, 2023 and fluctuations in working capital due to timing of payments and rental receipts.
Current wording
Net cash provided by operating activities increased approximately $3.1 million to approximately $463.4 million for the year ended December 31, 2025, compared to approximately $460.3 million for the year ended December 31, 2024. The increase was primarily attributable to incremental operating cash flows from property acquisitions completed after December 31, 2024, and operating performance at existing properties. These increases were partially offset by the loss of cash flows from property dispositions completed after December 31, 2024 and fluctuations in working capital due to timing of payments and rental receipts.
Previous wording
Net cash used in investing activities increased approximately $410.7 million to approximately $731.1 million for the year ended December 31, 2024, compared to approximately $320.3 million for the year ended December 31, 2023. The increase was primarily attributable to the acquisition rental property during the year ended December 31, 2024 of approximately $706.6 million, compared to the acquisition of rental property during the year ended December 31, 2023 of approximately $321.9 million. Additionally, there was an increase in cash paid for additions of land and building and improvements related to development and other capital expenditures of approximately $42.6 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. These increases were partially offset by an increase in proceeds from sales of rental property, net of approximately $20.9 million during the year ended December 31, 2024 compared to the year ended December 31, 2023.
Current wording
Net cash used in investing activities decreased approximately $233.8 million to approximately $497.3 million for the year ended December 31, 2025, compared to approximately $731.1 million for the year ended December 31, 2024. The decrease was primarily attributable to the acquisition of rental property during the year ended December 31, 2025 of approximately $456.7 million, compared to the acquisition of rental property during the year ended December 31, 2024 of approximately $706.6 million. The decrease was also attributable to an increase in proceeds from sales of rental property, net of approximately $37.8 million during the year ended December 31, 2025 compared to the year ended December 31, 2024. These decreases were partially offset by an increase in cash paid for additions of land and building and improvements related to development and other capital expenditures of approximately $54.1 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Previous wording
Net cash provided by (used in) financing activities increased approximately $362.0 million to approximately $286.3 million net cash provided by financing activities for the year ended December 31, 2024, compared to approximately $75.7 million net cash used in financing activities for the year ended December 31, 2023. This increase was primarily attributable to the issuance of $450.0 million of unsecured notes on May 28, 2024, as discussed in Note 4 in the accompanying Notes to Consolidated Financial Statements. Additionally there was an increase of approximately $97.8 million in proceeds from sales of common stock, net during the year ended December 31, 2024 compared to the year ended December 31, 2023. The increase was also attributable to the redemption of $100.0 million of unsecured notes on January 5, 2023 compared to the redemption of $50.0 million of unsecured notes on October 1, 2024. These increases were partially offset by a decrease in net borrowings of approximately $220.0 million under our unsecured credit facility and an increase of approximately $7.4 million in dividends and distributions paid during the year ended December 31, 2024 compared to the year ended December 31, 2023. Additionally, there was an increase of approximately $12.2 million in payments of loan fees and costs during the year ended December 31, 2024 compared to the year ended December 31, 2023, which was primarily attributable to the 2024 Credit Agreement (as defined below) that was entered into on September 10, 2024, as discussed in Note 4 to the accompanying Notes to Consolidated Financial Statements.
Current wording
Net cash provided by financing activities decreased approximately $188.9 million to approximately $97.4 million for the year ended December 31, 2025, compared to approximately $286.3 million for the year ended December 31, 2024. The decrease was primarily attributable to a decrease in net borrowings of approximately $154.0 million under our unsecured credit facility, a decrease in proceeds from sales of common stock, net, of approximately $10.6 million, and an increase of approximately $9.1 million in dividends and distributions paid during the year ended December 31, 2025 compared to the year ended December 31, 2024. These decreases were partially offset by a reduction in payments of loan fees and costs of approximately $7.5 million during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Previous wording
As of December 31, 2024, we had total immediate liquidity of approximately $623.1 million, comprised of approximately $36.3 million of cash and cash equivalents and approximately $586.8 million of immediate availability on our unsecured credit facility.
Current wording
As of December 31, 2025, we had total immediate liquidity of approximately $749.7 million, comprised of approximately $14.9 million of cash and cash equivalents and approximately $734.8 million of immediate availability on our unsecured credit facility.
Previous wording
(1)Interest rate as of December 31, 2024. At December 31, 2024, the one-month Term SOFR was 4.33249%. 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 December 31, 2025. At December 31, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Secured Overnight Financing Rate (“Daily SOFR”) was 3.688% and 3.870%, 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
(2)Our unsecured credit facility has a stated interest rate of one-month Term SOFR plus a 0.10% adjustment and a spread of 0.775%. Our unsecured term loans have a stated interest rate of one-month Term SOFR plus a 0.10% adjustment and a spread of 0.85%. As of December 31, 2024, one-month Term SOFR for the Unsecured Term Loans A, F, G, H, and I was swapped to a fixed rate of 1.31%, 2.11%, 0.95%, 2.50%, and 2.66%, respectively (which includes the 0.10% adjustment). The Unsecured Term Loan F provides for the election of Daily Simple Secured Overnight Financing Rate (“Daily SOFR”), and effective January 15, 2025, Daily SOFR was swapped to a fixed rate of 3.98%.
Current wording
(2)Our unsecured credit facility has a stated interest rate of one-month Term SOFR plus a spread of 0.775%. Our Unsecured Term Loans A, G, H, and I have a stated interest rate of one-month Term SOFR plus a spread of 0.85%. Our Unsecured Term Loan F has a stated interest rate of Daily SOFR plus a spread of 0.85%. All our unsecured term loans have been swapped to a fixed rate, and such fixed rates inclusive of the spreads are presented in the table above. Effective February 5, 2026, our Unsecured Term Loan G was swapped to a fixed rate inclusive of the spread of 3.94%.
Previous wording
(4)The capacity of our unsecured credit facility is $1.0 billion. The initial maturity date is September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by us in our discretion upon advance written notice. Exercise of each six-month 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. We are required to pay a facility fee on the aggregate commitment amount (currently $1.0 billion) at a rate per annum of 0.1% to 0.3%, depending on our debt rating, as defined in the 2024 Credit Agreement (as defined below). The facility fee is due and payable quarterly.
Current wording
(4)The capacity of our unsecured credit facility is $1.0 billion. The initial maturity date is September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by us in our discretion upon advance written notice. Exercise of each six-month 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. We are required to pay a facility fee on the aggregate commitment amount (currently $1.0 billion) at a rate per annum of 0.1% to 0.3%, depending on our debt rating, as defined in the credit agreement. The facility fee is due and payable quarterly.
Previous 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.
Current 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.
Previous wording
(6)The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $1,025.0 million of debt and 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.
Current wording
(7)The weighted average interest rate was calculated using the fixed interest rate swapped on the notional amount of $1,025.0 million of debt and 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.
Previous wording
The aggregate undrawn nominal commitments on our unsecured credit facility and unsecured term loans as of December 31, 2024 was approximately $586.8 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 December 31, 2025 was approximately $734.8 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
On March 25, 2024, we entered into a second amended and restated term loan agreement for the Unsecured Term Loan F to (i) extend the maturity date to March 25, 2027, with two one-year extension options, subject to certain conditions, that would extend the maturity date to March 23, 2029 if both exercised, and (ii) provide that borrowings under the Unsecured Term Loan F will, at our election, bear interest based on a Base Rate, Adjusted Term SOFR, or Adjusted Daily Simple SOFR (each as defined in the loan agreement), which interest rate will be increased by 0.10% for any SOFR Loan (as defined in the loan agreement), plus an applicable spread based on our debt rating and leverage ratio (each as defined in the loan agreement), less a sustainability-related adjustment. Other than the maturity and interest rate provisions described above, the material terms remain unchanged.
Current wording
On September 15, 2025, we entered into a second amended and restated term loan agreement for our Unsecured Term Loan G to (i) extend the maturity date to March 15, 2030, or such later date which may be extended pursuant to a one-year extension option exercisable by us in our discretion upon advance written notice, subject to certain conditions, including the payment of a fee, (ii) remove the 0.10% interest rate adjustment certain loans, and (iii) provide that borrowings under the Unsecured Term Loan G will, at our election, bear interest based on a Base Rate, Term SOFR, or Daily Simple SOFR (each as defined in the loan agreement), plus an applicable spread based on our debt rating and leverage ratio (each as defined in the loan agreement). Other than the maturity date and interest rate provisions described above, the material terms of the Unsecured Term Loan G remain unchanged.
Previous wording
On October 1, 2024, we redeemed in full at maturity the $50.0 million in aggregate principal amount of the Series A Unsecured Notes with a fixed interest rate of 4.98%.
Current wording
On June 13, 2025, we redeemed in full at maturity the $75.0 million in aggregate principal amount of the Series G Unsecured Notes with a fixed interest rate of 4.10%.
Previous wording
On March 13, 2024, we entered into a note purchase agreement (the “March 2024 NPA”) for the private placement by the Operating Partnership of $175.0 million senior unsecured notes maturing May 28, 2029, with a fixed annual interest rate of 6.05%, $125.0 million senior unsecured notes maturing May 28, 2031, with a fixed annual interest rate of 6.17%, and $150.0 million senior unsecured notes maturing May 28, 2034, with a fixed annual interest rate of 6.30%. The March 2024 NPA contains a number of financial covenants substantially similar to the financial covenants contained in our unsecured credit facility and other unsecured notes, plus a financial covenant that requires us to maintain a minimum interest coverage ratio of not less than 1.50:1.00. The Company and certain wholly owned subsidiaries of the Operating Partnership are guarantors of the unsecured notes. On May 28, 2024, we issued all of the notes under the March 2024 NPA.
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
(1)“Net Debt” means amounts outstanding under our unsecured credit facility, unsecured term loans, unsecured notes, and mortgage note, less cash and cash equivalents. “Real Estate Cost Basis” means the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization.
Current wording
(1)We define Net Debt as the outstanding principal balance of the Company’s total debt, less cash and cash equivalents and proceeds from pending reverse Section 1031 like-kind exchanges that are included in restricted cash. We define Real Estate Cost Basis as the book value of rental property and deferred leasing intangibles, exclusive of the related accumulated depreciation and amortization.
Previous wording
We have filed a registration statement with the SEC allowing us to offer, from time to time, an indefinite amount of equity and debt securities on an as-needed basis, including debt securities of our Operating Partnership that are guaranteed by the Company. Any such guarantees issued by the Company will be full, irrevocable, unconditional, and absolute joint and several guarantees to the holders of each series of such outstanding guaranteed debt securities. Pursuant to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information. Accordingly, we have not presented separate consolidated financial statements of our Operating Partnership. Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have not presented summarized financial information for our Operating Partnership because the assets, liabilities, and results of operations of our Operating Partnership are not materially different than the corresponding amounts in the Company’s consolidated financial statements, and we believe the inclusion of such summarized financial information would be repetitive and would not provide incremental value to investors.
Current wording
X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 of Regulation S-X is provided, which includes narrative disclosure and summarized financial information. Accordingly, we have not presented separate consolidated financial statements of our Operating Partnership. Furthermore, as permitted under Rule 13-01(a)(4)(vi) of Regulation S-X, we have not presented summarized financial information for our Operating Partnership because the assets, liabilities, and results of operations of our Operating Partnership are not materially different than the corresponding amounts in the Company’s consolidated financial statements, and we believe the inclusion of such summarized financial information would be repetitive and would not provide incremental value to investors.
Previous wording
The following tables summarize the activity for shares sold on a forward basis (including under the ATM common stock offering program) and settled during the three months and year ended December 31, 2024. 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 tables summarize the activity for shares sold on a forward basis (including under the ATM common stock offering program) and settled during the three months and year ended December 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, which is typically one year from the respective trade dates. From a forward sale until its settlement, the net proceeds (that is, gross sales proceeds net the sales commission) increase by an interest rate factor, a portion of which is retained by the equity distribution agent, and decrease by borrowing costs incurred and dividends paid on the borrowed shares underlying the forward sale.
Previous wording
(3)We physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately $167.7 million, $61.2 million, and $49.7 million, for the years ended December 31, 2024, 2023, and 2022, respectively.
Current wording
(2)We physically settled outstanding forward equity sale agreements by issuing shares of common stock in exchange for net proceeds of approximately $157.4 million during the three months ended December 31, 2025.
Showing the first 40 of 47 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
On February 20, 2025, we redeemed in full at maturity the $100.0 million in aggregate principal amount of the Series D Unsecured Notes with a fixed interest rate of 4.32%.
Current report — wording carried from elsewhere
We have filed a registration statement with the SEC allowing us to offer, from time to time, an indefinite amount of equity and debt securities on an as-needed basis, including debt securities of our Operating Partnership that are guaranteed by the Company. Any such guarantees issued by the Company will be full, irrevocable, unconditional, and absolute joint and several guarantees to the holders of each series of such outstanding guaranteed debt securities. Pursuant to Rule 3-10 of Regulation S-
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
(5)The initial maturity date of the 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)
Previous report — wording carried elsewhere
On September 10, 2024, we entered into the second amended and restated credit agreement for our unsecured credit facility (the “2024 Credit Agreement”) to, (i) extend the maturity date to September 8, 2028, or such later date which may be extended pursuant to two six-month extension options exercisable by us at our discretion, subject to certain conditions, including the payment of a fee, and (ii) provide that borrowings under our unsecured credit facility will, at our election, bear interest based on a Base Rate, Adjusted Term SOFR or Adjusted Daily Simple SOFR (each as defined in the 2024 Credit Agreement), which interest rate will be increased by 0.10% for any SOFR Loan (as defined in the 2024 Credit Agreement), plus an applicable spread based on our debt rating and leverage ratio (each as defined in the 2024 Credit Agreement). Other than the increase in the borrowing commitments and the interest rate provisions described above, the material terms of our unsecured credit facility remain unchanged.
Previous report — wording carried elsewhere
(2)Reflects amount we received per share upon settlement of the forward sale. From a forward sale until its settlement, the net proceeds (that is, gross sales proceeds net the sales commission) increase by an interest rate factor, a portion of which is retained by the equity distribution agent.
Previous report — wording carried elsewhere
(2)Reflects amount we received per share upon settlement of the forward sale. From a forward sale until its settlement, the net proceeds (that is, gross sales proceeds net the sales commission) increase by an interest rate factor, a portion of which is retained by the equity distribution agent