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STAG Industrial, Inc.

For the period ended Mar 31, 2026. Filed Apr 28, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 28, 2026

STAG$36.60-0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-29.

0001479094-25-000028

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-28.

0001479094-26-000017

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 212 previous paragraphs and 170 current paragraphs.

132 unchanged; 32 reworded; 3 added; 33 removed; 15 previous and 3 current paragraphs rearranged.

Tables are not compared: 15 previous and 14 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 (3)

Current report

Net cash used in financing activities increased approximately $19.2 million to approximately $87.2 million for the three months ended March 31, 2026 compared to approximately $68.0 million for the three months ended March 31, 2025. The increase was primarily attributable to an increase in net cash outflow of approximately $165.0 million under our unsecured credit facility during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This increase was partially offset by the repayment of unsecured notes of $100.0 million during the three months ended March 31, 2025, which did not occur during the three months ended March 31, 2026. The increase was also partially offset by a decrease of approximately $46.7 million in dividends and distributions paid, which was attributable to our change in 2026 to quarterly dividend payments, compared to monthly dividend payments in 2025.

Current report

(2)The weighted average years represents the remaining maturity in years on the principal outstanding as of March 31, 2026 , and assumes that any extension options that are exercisable at our discretion, subject to certain terms and conditions, have been exercised

Current report

(1) The ATM common stock offering program was originally implemented on February 17, 2022, and had an initial maximum aggregate offering price of $750 million. On February 13, 2025, following the filing of a new shelf registration statement, we carried forward the ATM common stock offering program to the new registration statement, at which time the remaining maximum aggregate offering price (that is, the amount carried forward) was less than $750 million.
Removed paragraphs (33)

Previous report

(3) These buildings were acquired through reverse like-kind exchange agreements pursuant to Section 1031 of the Code.

Previous report

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Previous report

Net income for our total portfolio increased by $52.8 million, or 37.4%, to $194.1 million for the nine months ended September 30, 2025 compared to $141.3 million for the nine months ended September 30, 2024.

Previous report

Same store rental income, which is comprised of lease income and other billings as discussed below, increased by approximately $20.7 million, or 3.9%, to approximately $556.0 million for the nine months ended September 30, 2025 compared to approximately $535.2 million for the nine months ended September 30, 2024.

Previous report

Same store lease income increased by approximately $19.3 million, or 4.4%, to approximately $453.2 million for the nine months ended September 30, 2025 compared to approximately $433.9 million for the nine months ended September 30, 2024. The increase was primarily due to an increase in rental income of approximately $27.1 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 $6.5 million due to tenant vacancies, and a net increase in the amortization of net above market leases of approximately $0.3 million. Additionally, there was a decrease in same store lease income of approximately $1.0 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 nine months ended September 30, 2025, same store lease income decreased approximately $1.8 million due to certain tenants converting from the accrual basis of accounting to the cash basis of accounting. This decrease was partially offset due to converting two tenants from the cash basis of accounting back to the accrual basis of accounting during the nine months ended September 30, 2025 and converting one tenant from the accrual basis of accounting to the cash basis of accounting during the nine months ended September 30, 2024, for an increase to same store lease income of approximately $0.8 million.

Previous report

Same store other billings increased by approximately $1.5 million, or 1.5%, to approximately $102.8 million for the nine months ended September 30, 2025 compared to approximately $101.3 million for the nine months ended September 30, 2024. The increase was attributable to an increase of approximately $1.6 million in 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 $0.1 million due to an decrease in real estate taxes levied by the taxing authority and vacancy of previously occupied buildings.

Previous report

Total same store operating expenses increased by approximately $4.4 million or 4.1% to approximately $111.6 million for the nine months ended September 30, 2025 compared to approximately $107.2 million for the nine months ended September 30, 2024. This increase was due to increases in repairs and maintenance, real estate tax, snow removal, utility expense, and other expenses of approximately $2.5 million, $1.0 million, $0.6 million, $0.2 million, and $0.5 million, respectively. These increases were partially offset by a reduction in insurance expense of approximately $0.4 million.

Previous report

Total other expenses increased approximately $2.0 million, or 0.8%, to approximately $264.7 million for the nine months ended September 30, 2025 compared to approximately $262.6 million for the nine months ended September 30, 2024. The increase was primarily attributable to an increase in depreciation and amortization expense of approximately $5.1 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after September 30, 2024. Additionally there was an increase in general and administrative expenses by approximately $1.6 million, primarily due to increases in compensation and other payroll costs. These increases were partially offset by a decrease in loss on impairment of approximately $4.1 million.

Previous report

Total other expense decreased approximately $10.3 million, or 20.8%, to approximately $39.3 million for the nine months ended September 30, 2025 compared to approximately $49.6 million for the nine months ended September 30, 2024. This decrease was primarily a result of an increase in the gain on the sales of rental property, net of approximately $34.5 million. This was partially offset by an increase in interest expense of approximately $16.3 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 $7.4 million 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 report

Comparison of the nine months ended September 30, 2025 to the nine months ended September 30, 2024

Previous report

Net cash provided by (used in) financing activities decreased approximately $225.5 million to approximately $141.0 million net cash used in financing activities for the nine months ended September 30, 2025 compared to approximately $84.4 million net cash provided by financing activities for the nine months ended September 30, 2024. The decrease was primarily attributable to decrease in net borrowings of approximately $153.0 million and $75.0 million under our unsecured credit facility and unsecured notes, respectively. The decrease was also attributable to an increase of approximately $6.9 million in dividends and distributions paid.

Previous report

(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 of 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 will be swapped to a fixed rate inclusive of the spread of 3.94%.

Previous report

(3)Prepayment terms consist of (i) pre-payable with no penalty; and (ii) pre-payable with penalty.

Previous report

(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 report

(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 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.

Previous report

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, with 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, that would extend the maturity date to March 14, 2031 if exercised, (ii) remove the 0.10% interest rate adjustment for SOFR loans, and (iii) provide that borrowings under the Unsecured Term Loan G will, at the 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 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 SOFR 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.

Previous report

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 report

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 report

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%.

Previous report

We are authorized to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share. As of September 30, 2025 and December 31, 2024, there were no shares of preferred stock issued or outstanding.

Previous report

We are authorized to issue up to 300,000,000 shares of common stock, par value $0.01 per share.

Previous report

(1)The 2022 $750 million ATM program was terminated on February 12, 2025.

Previous report

During the nine months ended September 30, 2025, we entered into four interest rate swaps with an aggregate notional value of $300.0 million which fix Daily SOFR at 3.09% effective February 5, 2026 and mature on March 15, 2030, and were designated as cash flow hedges.
Reworded paragraphs (32)

Previous wording

•potential natural disasters, epidemics, pandemics or outbreak of infectious disease, such as the novel coronavirus disease, and other potentially catastrophic events such as acts of war and/or terrorism (including the ongoing conflict between Ukraine and Russia and the Israel-Hamas war, the risk of such conflicts widening and the related impact on macroeconomic conditions as a result of such conflicts);

Current wording

•potential natural disasters, epidemics, pandemics or outbreak of infectious disease, such as the novel coronavirus disease, and other potentially catastrophic events such as acts of war and/or terrorism (including the ongoing conflict between Ukraine and Russia and the conflict between Israel/the United States and Iran, the risk of such conflicts widening and the related impact on market volatility and macroeconomic conditions as a result of such conflicts);

Previous wording

Our ability to increase revenues or cash flow will depend in part on our (i) external growth, specifically acquisition activity, and (ii) internal growth, specifically occupancy and rental rates on our portfolio. A variety of other factors, including those noted below, also affect our future results of operations.

Current wording

Our ability to increase revenues or cash flow will depend in part on our (i) external growth, specifically acquisition activity, and (ii) internal growth, specifically occupancy and rental rates on our portfolio, as well as development activity. A variety of other factors, including those noted below, also affect our future results of operations.

Previous 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. In 2025, U.S. real gross domestic product (“GDP”) growth declined 0.5% in the first quarter and increased 3.8% in the second quarter. Labor conditions are slowing, with unemployment rising to 4.3% as of August 2025 compared to 4.1% at the end of June 2025. In September 2025, following weaker employment data, the Federal Open Market Committee lowered the federal funds rate range by 25 basis points to a target range of 4.00-4.25%. Going forward, due to the U.S.’s recent implementation of extraordinary tariffs, the general consensus among economists is a 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 has continued to slow 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, technology (e.g. artificial intelligence), and geopolitical tensions, including ongoing military conflicts in the Middle East. These factors are key drivers of financial market volatility and raise concerns about a slowing global economy. In 2025, U.S. real gross domestic product grew 2.1% compared to 2.8% in 2024. Labor conditions softened in 2025 and the first quarter of 2026, with the unemployment rate edging up to 4.3% by March 2026 from 4.1% in December 2024. In the first quarter of 2026, the Federal Open Market Committee maintained a federal funds target range of 3.5% to 3.75%. Going forward, the general consensus among economists is a higher risk of recession or stagflation. Trade policies, geopolitical tensions, and macro-economic conditions continue to evolve and could result in tighter credit conditions, weakening tenant cash flows, and rising vacancy rates. Given the current uncertainty and events discussed above, our acquisition activity to date in 2026 has been slow relative to our historical acquisition pace.

Previous 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.

Current wording

Overall, demand across the industrial market is gradually recovering toward the long-term average. Vacancy and availability rates are near historical standards in many markets. The supply pipeline remains active, albeit lower volume and more notably concentrated in build-to-suits. Speculative construction starts remain low as a result of both moderate demand and volatile capital markets.

Previous wording

The following table summarizes the Operating Portfolio leases that commenced during the three and nine months ended September 30, 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 months ended March 31, 2026. 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 and nine months ended September 30, 2025, leases commenced totaling 284,357 and 1,995,608, respectively, 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 months ended March 31, 2026, leases commenced totaling 181,024 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 9.2% of our total annualized base rental revenue will expire during the period from October 1, 2025 to September 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 October 1, 2025 to September 30, 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 8% of our total annualized base rental revenue will expire during the period from April 1, 2026 to March 31, 2027, 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, 2026 to March 31, 2027, thereby resulting in an increase in revenue from the same space.

Previous wording

(1)Leases previously scheduled to expire in 2025, totaling approximately 13.1 million square feet, have been amended to extend their lease expiration date as of September 30, 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 2026, totaling approximately 12.1 million square feet, have been amended to extend their lease expiration date as of March 31, 2026. These leases are excluded from 2026 expirations and are now reflected in the new year of expiration.

Previous wording

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

Current wording

The following table summarizes our acquisitions during the three months ended March 31, 2026.

Previous wording

During the nine months ended September 30, 2025, we sold three buildings comprised of approximately 0.6 million rentable square feet with a net book value of approximately $20.5 million to third parties. Net proceeds from the sales of rental property were approximately $78.3 million and we recognized the full gain on the sales of rental property, net, of approximately $57.8 million for the nine months ended September 30, 2025.

Current wording

During the three months ended March 31, 2026, we sold one building comprised of approximately 0.6 million rentable square feet with a net book value of approximately $14.5 million to third parties. Net proceeds from the sales of rental property were approximately $29.6 million and we recognized the full gain on the sales of rental property, net, of approximately $15.1 million for the three months ended March 31, 2026.

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 September 30, 2025, we owned 543 industrial buildings consisting of approximately 107.6 million square feet and representing approximately 90.2% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 1.0% to 96.9% as of September 30, 2025 compared to 97.9% as of September 30, 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, 2025. On March 31, 2026, we owned 569 industrial buildings consisting of approximately 111.8 million square feet and representing approximately 93.0% of our total portfolio, that are considered our same store portfolio in the analysis below. Same store occupancy decreased approximately 1.2% to 96.6% as of March 31, 2026 compared to 97.8% as of March 31, 2025.

Previous wording

Net income for our total portfolio increased by approximately $6.9 million, or 16.2%, to approximately $49.6 million for the three months ended September 30, 2025 compared to approximately $42.7 million for the three months ended September 30, 2024.

Current wording

Net income for our total portfolio decreased by approximately $30.0 million, or 32.2%, to approximately $63.3 million for the three months ended March 31, 2026 compared to approximately $93.4 million for the three months ended March 31, 2025.

Previous wording

Same store rental income, which includes lease income and other billings as discussed below, increased by approximately $7.9 million, or 4.5%, to approximately $186.3 million for the three months ended September 30, 2025 compared to approximately $178.4 million for the three months ended September 30, 2024.

Current wording

Same store rental income, which includes lease income and other billings as discussed below, increased by approximately $7.8 million, or 3.9%, to approximately $207.4 million for the three months ended March 31, 2026 compared to approximately $199.6 million for the three months ended March 31, 2025.

Previous wording

Same store lease income increased by approximately $7.0 million, or 4.8%, to approximately $152.4 million for the three months ended September 30, 2025 compared to approximately $145.4 million for the three months ended September 30, 2024. The increase was primarily due to the execution of new leases and lease renewals with existing tenants of approximately $10.5 million. This increase was partially offset by the reduction of base rent of approximately $2.0 million due to tenant vacancies. Additionally, there was a decrease in same store lease income 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 September 30, 2025, same store lease income decreased approximately $1.5 million due to certain tenants converting from the accrual basis of accounting to the cash basis of accounting.

Current wording

Same store lease income increased by approximately $6.5 million, or 4.0%, to approximately $167.2 million for the three months ended March 31, 2026 compared to approximately $160.7 million for the three months ended March 31, 2025. The increase was primarily due to the execution of new leases and lease renewals with existing tenants of approximately $8.9 million. The increase was partially offset by the reduction of base rent of approximately $2.2 million due to tenant vacancies and a net increase in the amortization of net above market leases of approximately $0.2 million.

Previous wording

Same store other billings increased by approximately $0.9 million, or 2.7%, to approximately $33.9 million for the three months ended September 30, 2025 compared to approximately $33.0 million for the three months ended September 30, 2024. The increase was attributable to an increase of approximately $0.6 million in other expense reimbursements which was primarily due to an increase in corresponding expenses. Additionally, there was an increase of approximately $0.3 million due to an increase in real estate taxes levied by the taxing authority and vacancy of previously occupied buildings.

Current wording

Same store other billings increased by approximately $1.3 million, or 3.3%, to approximately $40.2 million for the three months ended March 31, 2026 compared to approximately $38.9 million for the three months ended March 31, 2025. Approximately $0.8 million was due to an increase in real estate taxes levied by the taxing authority. Additionally, there was an increase of approximately $0.5 million in expense reimbursements, which was primarily due to an increase in corresponding expenses.

Previous wording

Total same store property operating expenses increased by approximately $1.6 million, or 4.6%, to approximately $36.9 million for the three months ended September 30, 2025 compared to approximately $35.3 million for the three months ended September 30, 2024. This increase was primarily due to increases in repairs and maintenance, tax expense, utility expense, and other expenses of approximately $1.2 million, $0.4 million, $0.2 million, and $0.1 million, respectively. These increases were partially offset by a reduction to insurance expense of approximately $0.3 million.

Current wording

Total same store property operating expenses increased by approximately $1.3 million, or 3.1%, to approximately $43.2 million for the three months ended March 31, 2026 compared to approximately $41.9 million for the three months ended March 31, 2025. The increase was due to increases in other expenses, repairs and maintenance, utility expense, and real estate tax expense of approximately $0.7 million, $0.5 million, $0.3 million, and $0.2 million, respectively. These increases were partially offset by a reduction of insurance expense of approximately $0.3 million and snow removal expense of $0.2 million

Previous wording

Subsequent to January 1, 2024, we acquired 36 buildings consisting of approximately 7.2 million square feet (excluding two buildings that were included in the Value Add Portfolio at September 30, 2025, or sold or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024), and sold 13 buildings consisting of approximately 2.2 million square feet. For the three months ended September 30, 2025 and 2024, the buildings acquired after January 1, 2024 contributed approximately $13.2 million and $4.6 million to NOI, respectively. For the three months ended September 30, 2025 and 2024, the buildings sold after January 1, 2024 contributed approximately $— million and $0.5 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, 2025, we acquired 14 buildings consisting of approximately 4.5 million square feet and sold 12 buildings consisting of approximately 2.8 million square feet. For the three months ended March 31, 2026 and 2025, the buildings acquired after January 1, 2025 contributed approximately $8.9 million and $0.4 million to NOI, respectively. For the three months ended March 31, 2026 and 2025, the buildings sold after January 1, 2025 contributed approximately $0.1 million and $2.2 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 $5.0 million and $3.6 million to NOI for the three months ended September 30, 2025 and 2024, respectively. Additionally, there was approximately $1.1 million and $0.9 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the three months ended September 30, 2025 and 2024, respectively.

Current wording

These buildings contributed approximately $2.8 million and $1.0 million to NOI for the three months ended March 31, 2026 and 2025, respectively. Additionally, there was approximately $0.7 million and $0.4 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Total other expenses increased approximately $3.7 million, or 4.3%, to approximately $88.7 million for the three months ended September 30, 2025 compared to approximately $85.0 million for the three months ended September 30, 2024. The increase was primarily attributable to an increase in depreciation and amortization of approximately $3.5 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after September 30, 2024. Additionally, there was an increase in general and administrative expenses by approximately $0.2 million, primarily due to increases in compensation and other payroll costs.

Current wording

Total other expenses increased approximately $5.1 million, or 5.8%, to approximately $92.9 million for the three months ended March 31, 2026 compared to approximately $87.8 million for the three months ended March 31, 2025. The increase was primarily attributable to an increase in depreciation and amortization of approximately $4.7 million due to an increase in the depreciable asset base from net acquisitions and completed development projects placed into service after March 31, 2025.

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 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.

Current wording

Total other income (expense) consists of interest and other income, interest expense, 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

Total other expense increased approximately $5.6 million, or 22.6%, to approximately $30.6 million for the three months ended September 30, 2025 compared to approximately $25.0 million for the three months ended September 30, 2024. The increase was primarily attributable to an increase in interest expense of approximately $3.0 million which was primarily attributable to 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. The increase was also attributable to an increase of debt extinguishment and modification expenses of approximately $1.5 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. Additionally, there was a decrease in gain on involuntary conversion of approximately $3.6 million, which was partially offset by an increase in the gain on the sales of rental property, net of approximately $2.0 million.

Current wording

Total other income (expense) decreased approximately $39.9 million, or 207.5%, to approximately $20.7 million total other expense for the three months ended March 31, 2026 compared to approximately $19.2 million of other income for the three months ended March 31, 2025. The decrease was primarily attributable to a decrease in the gain on the sale of rental property, net, of approximately $34.8 million, as well as an increase in interest expense of approximately $3.4 million, which was primarily attributable to the issuance of $550.0 million of unsecured notes on June 25, 2025. Additionally, there was a decrease in the gain on involuntary conversion of approximately $1.9 million that occurred during the three months ended March 31, 2025, which did not occur during the three months ended March 31, 2026.

Previous wording

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

Current wording

The following table summarizes our cash flows for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous wording

Net cash provided by operating activities increased approximately $3.6 million to approximately $358.9 million for the nine months ended September 30, 2025 compared to approximately $355.4 million for the nine months ended September 30, 2024. The increase was attributable to fluctuations in working capital due to timing of payments and rental receipts.

Current wording

Net cash provided by operating activities increased approximately $13.9 million to approximately $117.4 million for the three months ended March 31, 2026 compared to approximately $103.5 million for the three months ended March 31, 2025. The increase 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 $153.7 million to approximately $236.9 million for the nine months ended September 30, 2025 compared to approximately $390.5 million for the nine months ended September 30, 2024. The decrease was primarily attributable to the acquisition of rental property during the nine months ended September 30, 2025 of approximately $171.3 million, compared to the acquisition of rental property during the nine months ended September 30, 2024 of approximately $404.9 million. This decrease was also attributable to a decrease in proceeds from sale of rental property, net of approximately $19.4 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The 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 $60.8 million.

Current wording

Net cash used in investing activities increased approximately $67.1 million to approximately $92.0 million for the three months ended March 31, 2026 compared to approximately $24.9 million for the three months ended March 31, 2025. The increase was primarily attributable to a decrease in proceeds from sale of rental property, net of approximately $34.3 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, as well as an increase in the acquisition of rental property of approximately $37.8 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was partially offset by a decrease in cash paid for additions of land and buildings and improvements related to development and other capital expenditures of approximately $5.0 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

Previous wording

As of September 30, 2025, we had total immediate liquidity of approximately $904.1 million, comprised of approximately $17.3 million of cash and cash equivalents and approximately $886.8 million of immediate availability on our unsecured credit facility.

Current wording

As of March 31, 2026, we had total immediate liquidity of approximately $805.7 million, comprised of approximately $8.9 million of cash and cash equivalents and approximately $796.8 million of immediate availability on our unsecured credit facility.

Previous wording

(1)Interest rate as of September 30, 2025. At September 30, 2025, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) and Daily Secured Overnight Financing Rate (“Daily SOFR”) was 4.1292% and 4.2400%, 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 March 31, 2026. At March 31, 2026, the one-month Term Secured Overnight Financing Rate (“Term SOFR”) was 3.6648%. 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 current interest rate includes the impact of interest rate swaps, which effectively fix the interest rate on certain variable rate debt.

Previous wording

The aggregate undrawn nominal commitments on our unsecured credit facility as of September 30, 2025 was approximately $886.8 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 March 31, 2026 was approximately $796.8 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

Pursuant to the equity distribution agreements for our ATM common stock offering program, we may from time to time sell common stock through sales agents and their affiliates, including shares sold on a forward basis under forward sale agreements. The following table summarizes our ATM common stock offering program as of September 30, 2025. There was no activity for the ATM common stock offering program during the three months ended September 30, 2025, except for the shares sold on a forward basis, as discussed below.

Current wording

Pursuant to the equity distribution agreements for our ATM common stock offering program, we may from time to time sell common stock through sales agents and their affiliates, including shares sold on a forward basis under forward sale agreements. There was no activity for the ATM common stock offering program during the three months ended March 31, 2026, except for the shares sold on a forward basis, as discussed below.

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 and nine months September 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, which is typically one year from the respective trade dates.

Current wording

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, generally 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.

Previous wording

We also own joint ventures with third parties primarily engaged in the development and eventual operation of industrial real estate properties. At September 30, 2025, we held a 97.2% interest in a joint venture located in Reno, Nevada, a 93.9% interest in a joint venture located in Concord, North Carolina, and a 95.0% interest in a joint venture located in Shepherdsville, Kentucky.

Current 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, 2026, we held a 97.4% interest in a joint venture located in Reno, Nevada, a 95.1% interest in a joint venture located in Concord, North Carolina, and a 97.1% 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 September 30, 2025, 17 of our interest rate swaps outstanding were in an asset position of approximately $16.9 million and four of our interest rate swaps were in a liability position of approximately $1.3 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 March 31, 2026, 14 of our interest rate swaps outstanding were in an asset position of approximately $15.6 million and four of our interest rate swaps were in a liability position of approximately $0.5 million, including any adjustment for nonperformance risk related to these agreements.

Previous wording

As of September 30, 2025, we had approximately $1,135.0 million of variable rate debt. As of September 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.

Current wording

As of March 31, 2026, we had approximately $1,225.0 million of variable rate debt. As of March 31, 2026, 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.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025

Current report — wording carried from elsewhere

The following table summarizes our ATM common stock offering program as of March 31, 2026.

Current report — wording carried from elsewhere

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, 2026.
Rearranged previous paragraphs (15)

Previous report — wording carried elsewhere

The following table summarizes selected operating information for our same store portfolio and our total portfolio for the nine months ended September 30, 2025 and 2024 (dollars in thousands). This table includes a reconciliation from our same store portfolio to our total portfolio by also providing information for the nine months ended September 30, 2025 and 2024 with respect to the buildings acquired and disposed of and Operating Portfolio buildings with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024, Operating Portfolio buildings with expansions placed into service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024, Value Add buildings, and buildings classified as held for sale.

Previous report — wording carried elsewhere

(1)For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see “Non-GAAP Financial Measures” below.

Previous report — wording carried elsewhere

Same store total operating revenue consists primarily of rental income consisting of (i) fixed lease payments, variable lease payments, straight-line rental income, and above and below market lease amortization from our properties (“lease income”), and (ii) other tenant billings for insurance, real estate taxes and certain other expenses (“other billings”).

Previous report — wording carried elsewhere

For a detailed reconciliation of our same store total operating revenue to net income, see the table above.

Previous report — wording carried elsewhere

Same store operating expenses consist primarily of property operating expenses and real estate taxes and insurance.

Previous report — wording carried elsewhere

For a detailed reconciliation of our same store operating expenses to net income, see the table above.

Previous report — wording carried elsewhere

Acquisitions and Dispositions Net Operating Income

Previous report — wording carried elsewhere

For a detailed reconciliation of our acquisitions and dispositions NOI to net income, see the table above.

Previous report — wording carried elsewhere

Subsequent to January 1, 2024, we acquired 36 buildings consisting of approximately 7.2 million square feet (excluding two buildings that were included in the Value Add Portfolio at September 30, 2025, or sold or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024), and sold 13 buildings consisting of approximately 2.2 million square feet. For the nine months ended September 30, 2025 and September 30, 2024, the buildings acquired after January 1, 2024 contributed approximately $38.1 million and $7.5 million to NOI, respectively. For the nine months ended September 30, 2025 and September 30, 2024, the buildings sold after January 1, 2024 contributed approximately $0.5 million and $2.1 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 report — wording carried elsewhere

Our other assets include our Value Add Portfolio, buildings classified as held for sale, and Operating Portfolio buildings with expansions placed in service or transferred from the Value Add Portfolio to the Operating Portfolio after January 1, 2024. Other NOI also includes termination, solar, and other income adjustments from buildings in our same store portfolio.

Previous report — wording carried elsewhere

For a detailed reconciliation of our other NOI to net income, see the table above.

Previous report — wording carried elsewhere

These buildings contributed approximately $11.8 million and $11.3 million to NOI for the nine months ended September 30, 2025 and September 30, 2024, respectively. Additionally, there was approximately $2.8 million and $4.5 million of termination, solar, and other income adjustments from certain buildings in our same store portfolio for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

(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.