AGREE REALTY CORP
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
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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.
Jun 30, 2025 · Filed Jul 31, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-04-22.
0001558370-25-005142
Item 2. : Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001558370-25-009887
Item 2. : 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 99 previous paragraphs and 116 current paragraphs.
65 unchanged; 27 reworded; 18 added; 7 removed; 0 previous and 6 current paragraphs rearranged.
Tables are not compared: 18 previous and 26 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 (18)
Current report
The following summarizes the acquisitions completed by the Company during the periods presented*(dollars in thousands*):
Current report
The following summarizes the Company’s development and Developer Funding Platform activity during the periods presented:
Current report
The following summarizes the Company’s disposition activity during the periods presented (dollars in thousands):
Current report
Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024
Current report
Income and other tax expense decreased $0.6 million to $0.4 million for the three months ended June 30, 2025, compared to $1.0 million for the three months ended June 30, 2024 due to decreases in taxes as a result of state tax law changes and related refunds.
Current report
Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024
Current report
Interest expense, net increased $12.1 million, or 24%, to $63.0 million for the six months ended June 30, 2025, compared to $50.9 million for the six months ended June 30, 2024. The increase in interest expense, net was primarily a result of higher levels of borrowings during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 in order to finance the acquisition and development of additional properties. Interest expense, net increased approximately $11.6 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025 and the $450.0 million 2034 Senior Unsecured Public Notes that were issued in May 2024, partially offset by a decrease in interest due to the repayment of the $50.0 million 2025 Senior Unsecured Notes in May 2025. In addition, interest expense on the Revolving Credit Facility and Commercial Paper Notes increased approximately $0.9 million due to higher levels of borrowings, partially offset by lower average borrowing rates, during six months ended June 30, 2025 compared to the same period in 2024.
Current report
Income and other tax expense decreased $0.9 million to $1.3 million for the six months ended June 30, 2025, compared to $2.2 million for the six months ended June 30, 2024 due to decreases in taxes as a result of state tax law changes and related refunds.
Current report
In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements. As of June 30, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $387.2 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.
Current report
In May 2025, the Operating Partnership completed an underwritten public offering of $400.0 million in aggregate principal amount of its 5.600% Notes due 2035 (the “2035 Senior Unsecured Public Notes”). The public offering was priced at 99.297% of the principal amount, resulting in proceeds of $397.2 million before deducting debt issuance costs. In connection with the underwritten public offering, the Company terminated $325.0 million of forward-starting interest rate swap agreements that hedged the 2035 Senior Unsecured Public Notes, receiving $13.6 million, net upon termination.
Current report
In addition, in May 2025, the Operating Partnership repaid the $50.0 million 2025 Senior Unsecured Notes at maturity.
Current report
Authorized Shares of Common Stock
Current report
In May 2025, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 180 million shares to 360 million shares.
Current report
In April 2025, the Company completed a follow-on public offering of 5,175,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 675,000 shares in connection with the forward sale agreements. As of June 30, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $387.2 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.
Current report
(2) As of June 30,2025, the weighted-average maturity of the Commercial Paper Notes outstanding was less than one month.
Current report
In May 2025, the Operating Partnership completed an underwritten public offering of $400.0 million in aggregate principal amount of its 5.600% Notes due 2035 (the “2035 Senior Unsecured Public Notes”). The public offering was priced at 99.297% of the principal amount, resulting in proceeds of $397.2 million before deducting debt issuance costs. In connection with the underwritten public offering, the Company terminated $325.0 million of forward-starting interest rate swap agreements that hedged the 2035 Senior Unsecured Public Notes, receiving $13.6 million, net upon termination.
Current report
In May 2025, the Operating Partnership repaid the $50.0 million 2025 Senior Unsecured Notes at maturity.
Current report
on July 1, 2025.
Removed paragraphs (7)
Previous report
During the three months ended March 31, 2025, the Company acquired 46 retail net lease assets for approximately $358.2 million, which include acquisition and closing costs. These properties are located in 23 states and are leased to tenants operating in 19 diverse retail sectors for a weighted average lease term of approximately 13.4 years. The underwritten weighted-average capitalization rate on the Company’s acquisitions during the three months ended March 31, 2025 was 7.3%.1
Previous report
During the three months ended March 31, 2025, the Company commenced four and completed six development or Developer Funding Platform (“DFP”) projects. At March 31, 2025, the Company had 18 development or DFP projects under construction.
Previous report
1 When used within this discussion, “weighted-average capitalization rate” for acquisitions and dispositions is defined by the Company as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sales prices for occupied properties.
Previous report
During the three months ended March 31, 2025, the Company disposed of one asset for net proceeds of $2.4 million and recognized a net gain of $0.8 million.
Previous report
Comparison of Three Months Ended March 31, 2025 to Three Months Ended March 31, 2024
Previous report
(1) The interest rate of the Revolving Credit Facility assumes the SOFR borrowing rate of 4.36% as of period end.
Previous report
(2) The interest rate of the 2029 Unsecured Term Loan reflects the credit spread of 85 basis points, plus a 10 basis point SOFR adjustment and the impact of the interest rate swaps which convert $350.0 million of SOFR based interest to a fixed weighted average interest rate of 3.57%.
Reworded paragraphs (27)
Previous wording
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the adverse effect of macroeconomic conditions, including inflation and the potential impacts of pandemics, epidemics or other public health emergencies or fear of such events on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which macroeconomic trends may impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of macroeconomic conditions. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector, including due to the adverse impacts of tariffs, and the financing stability of the Company…
Excerpt shortened here; the source contains the full paragraph.
Current wording
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: the factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, including those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector, including due to the adverse impacts of tariffs, and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; risks related to the impacts of artificial intelligence; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which it held a 99.7% common interest as of March 31, 2025. Refer to Note 1*- Organization* in the Notes to the condensed consolidated financial statements in this Form 10-Q for further information on the ownership structure. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.
Current wording
The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which it held a 99.7% common interest as of June 30, 2025. Refer to Note 1*- Organization* in the Notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for further information on the ownership structure. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.
Previous wording
As of March 31, 2025, the Company’s portfolio consisted of 2,422 properties located in all 50 states and totaling approximately 50.3 million square feet of gross leasable area (“GLA”). The portfolio was approximately 99.2% leased and had a weighted average remaining lease term of approximately 8.0 years. A significant majority of the Company’s properties are leased to national tenants and approximately 68.3% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.
Current wording
As of June 30, 2025, the Company’s portfolio consisted of 2,513 properties located in all 50 states and totaling approximately 52.0 million square feet of gross leasable area (“GLA”). The portfolio was approximately 99.6% leased and had a weighted average remaining lease term of approximately 8.0 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.
Previous wording
The Company’s real estate investment portfolio grew from approximately $6.82 billion in net investment amount representing 2,161 properties with 44.9 million square feet of GLAas of March 31, 2024 to approximately $7.70 billion in net investment amount representing 2,422 properties with 50.3 million square feet of GLA at March 31, 2025. The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2025 on acquisitions that were made during 2024. Similarly, the full rental income impact of acquisitions made during 2025 to date will not be seen until the remainder of 2025.
Current wording
The Company’s real estate investment portfolio grew from approximately $6.95 billion in net investment amount representing 2,202 properties with 45.8 million square feet of GLAas of June 30, 2024 to approximately $7.96 billion in net investment amount representing 2,513 properties with 52.0 million square feet of GLA at June 30, 2025. The Company’s real estate investments were made throughout and between the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2025 on acquisitions that were made during 2024. Similarly, the full rental income impact of acquisitions made during 2025 to date will not be seen until the remainder of 2025.
Previous wording
General and administrative expenses increased $1.3 million, or 13%, to $10.8 million for the three months ended March 31, 2025, compared to $9.5 million for the three months ended March 31, 2024. The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock-based compensation expense as a result of shortened vesting periods for equity awards. General and administrative expenses as a percentage of total revenue of 6.4% was consistent for the three months ended March 31, 2025 and 2024.
Current wording
General and administrative expenses increased $1.6 million, or 17%, to $11.3 million for the three months ended June 30, 2025, compared to $9.7 million for the three months ended June 30, 2024. The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock-based compensation expense. General and administrative expenses as a percentage of total revenue was 6.5% for the three months ended June 30, 2025 up from 6.4% for the three months ended June 30, 2024.
Previous wording
Interest expense increased $6.3 million, or 26%, to $30.8 million for the three months ended March 31, 2025, compared to $24.5 million for the three months ended March 31, 2024. The increase in interest expense was primarily a result of higher levels of borrowings during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 in order to finance the acquisition and development of additional properties. Interest expense increased approximately $6.5 million related to the $450.0 million 2034 Senior Unsecured Public Notes that were issued in May 2024, partially offset by a decrease in interest expense on the Revolving Credit Facility (defined below) as a result of a lower average interest rate incurred during the first quarter of 2025 compared to the same period in 2024.
Current wording
Interest expense, net increased $5.9 million, or 22%, to $32.3 million for the three months ended June 30, 2025, compared to $26.4 million for the three months ended June 30, 2024. The increase in interest expense, net was primarily a result of higher levels of borrowings during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 in order to finance the acquisition and development of additional properties. Interest expense, net increased approximately $5.1 million related to the $400.0 million 2035 Senior Unsecured Public Notes that were issued in May 2025 and the $450.0 million 2034 Senior Unsecured Public Notes that were issued in May 2024, partially offset by a decrease in interest due to the repayment of the $50.0 million 2025 Senior Unsecured Notes in May 2025. In addition, interest expense on the Revolving Credit Facility (defined below) and Commercial Paper Notes (defined below) increased approximately $0.9 million due to higher levels of borrowings, partially offset by lower average borrowing rates, during the three months ended June 30, 2025 compared to the same period in 2024.
Previous wording
The Company recognized a $4.3 million provision for impairment during the three months ended March 31, 2025, while $4.5 million was recognized during the three months ended March 31, 2024. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.
Current wording
The Company recognized a $3.0 million provision for impairment during the three months ended June 30, 2025, while no impairment was recognized during the three months ended June 30, 2024. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.
Previous wording
A net gain on the sale of assets of $0.8 million was recognized on the disposition of one asset during the three months ended March 31, 2025 as compared to a net gain on the sale of assets of $2.1 million on the disposition of six assets during the three months ended March 31, 2024. Gains and losses on sales of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains on sales, net are not necessarily comparable period-to-period.
Current wording
A net gain on the sale of assets of $1.5 million was recognized on the disposition of four assets during the three months ended June 30, 2025 as compared to a net gain on the sale of assets of $7.2 million on the disposition of 10 assets during the three months ended June 30, 2024. Gains and losses on sales of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains on sales, net are not necessarily comparable period-to-period.
Previous wording
Net income increased $2.1 million, or 5%, to $47.1 million for the three months ended March 31, 2025, compared to $45.0 million for the three months ended March 31, 2024. The change was the result of the growth in the portfolio offset by the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $2.1 million, or 5%, to $45.1 million for the three months ended March 31, 2025, compared to $43.0 million for the three months ended March 31, 2024.
Current wording
Net income decreased $5.5 million, or 10%, to $49.4 million for the three months ended June 30, 2025, compared to $54.9 million for the three months ended June 30, 2024. The change was the result of the growth in the portfolio offset by the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders decreased $5.6 million, or 10%, to $47.3 million for the three months ended June 30, 2025, compared to $52.9 million for the three months ended June 30, 2024.
Previous wording
The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of March 31, 2025, cash provided from operations, settlement of outstanding forward equity and borrowings under its Revolving Credit Facility or Commercial Paper Program (defined below). As of March 31, 2025, we had over $1.86 billion of liquidity, which consists of cash and cash equivalents, including cash held in escrow, of $11.2 million, unsettled forward equity of $917.1 million and $928.0 million of availability under our Revolving Credit Facility (defined below), subject to compliance with covenants.
Current wording
The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of June 30, 2025, cash provided from operations, settlement of outstanding forward equity and borrowings under its Revolving Credit Facility (defined below). As of June 30, 2025, the Company had over $2.30 billion of liquidity, which consists of cash and cash equivalents, including cash held in escrow of $8.9 million, unsettled forward equity of $1.29 billion and $1.00 billion of availability under our Revolving Credit Facility, adjusted to reflect the outstanding Commercial Paper Notes, subject to compliance with covenants.
Previous wording
The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its Revolving Credit Facility, and the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.
Current wording
The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its Revolving Credit Facility, the issuance of debt and the issuance or settlement of common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.
Previous wording
As of March 31, 2025, the Company’s total enterprise value was approximately $11.66 billion. Total enterprise value consisted of $8.52 billion of common equity (based on the March 31, 2025 closing price of the Company’s common stock on the NYSE of $77.19 per share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value) and $2.98 billion of total debt principal including (i) $322.0 million of borrowings under its Revolving Credit Facility; (ii) $2.26 billion of senior unsecured notes; (iii) $350.0 million under its unsecured term loan; (iv) $43.7 million of mortgage notes payable; less $11.2 million cash, cash equivalents and cash held in escrow. The Company’s total debt principal to total enterprise value was 25.5% as of March 31, 2025.
Current wording
As of June 30, 2025, the Company’s total enterprise value was approximately $11.53 billion. Total enterprise value consisted of $8.11 billion of common equity (based on the June 30, 2025 closing price of the Company’s common stock on the NYSE of $73.06 per share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value) and $3.25 billion of total debt principal including (i) $247.0 million of borrowings under its Revolving Credit Facility and outstanding Commercial Paper Notes; (ii) $2.61 billion of senior unsecured notes; (iii) $350.0 million under its unsecured term loan; (iv) $43.4 million of mortgage notes payable; less $8.9 million cash, cash equivalents and cash held in escrow. The Company’s total debt principal to total enterprise value was 28.2% as of June 30, 2025.
Previous wording
At March 31, 2025, the non-controlling interest in the Operating Partnership consisted of a 0.3% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 110,366,209 shares of common stock outstanding as of March 31, 2025.
Current wording
At June 30, 2025, the non-controlling interest in the Operating Partnership consisted of a 0.3% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 111,013,857 shares of common stock outstanding as of June 30, 2025.
Previous wording
In October 2024, the Company completed a follow-on public offering of 5,060,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 660,000 shares in connection with the forward sale agreements. As of March 31, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $367.5 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.
Current wording
In October 2024, the Company completed a follow-on public offering of 5,060,000 shares of common stock, including the full exercise of the underwriters’ option to purchase an additional 660,000 shares in connection with the forward sale agreements. As of June 30, 2025, the Company has not settled any of these shares. The offering is anticipated to raise net proceeds of approximately $366.9 million after deducting fees and expenses and making certain adjustments as provided in the forward sale agreements.
Previous wording
The table below summarizes the Company’s outstanding debt as of the dates presented (in thousands):
Current wording
The table below summarizes the Company’s outstanding debt as of the dates presented (dollars in thousands):
Previous wording
As of March 31, 2025, the Revolving Credit Facility had a$322.0 million outstanding balanceand bore interest of 5.19%, which is comprised of SOFR of 4.36%, the pricing grid spread of 72.5 basis points, and the 10 basis point SOFR adjustment.
Current wording
(1) At June 30, 2025, the Revolving Credit Facility would have incurred interest of 5.23%, which is comprised of SOFR of 4.40%, the pricing grid spread of 72.5 basis points and the 10 basis point SOFR adjustment.
Previous wording
The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $2.00 billion. The Revolving Credit Facility will mature in August 2028 with Company options to extend the maturity date to August 2029.
Current wording
The Revolving Credit Facility serves as a backstop for the Company’s Commercial Paper Program and includes an accordion option that allows the Company to request additional lender commitments up to a total of $2.00 billion. The Revolving Credit Facility will mature in August 2028 with Company options to extend the maturity date to August 2029.
Previous wording
In March 2025, the Operating Partnership established a commercial paper program (the “Program”), pursuant to which it may issue short-term, unsecured commercial paper notes (the “Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act. Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $625.0 million. The Notes will have maturities of up to 397 days from the date of issue, and will be guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership. As of March 31, 2025, no Notes had been issued under the Program.
Current wording
In March 2025, the Operating Partnership established a commercial paper program (the “Commercial Paper Program”), pursuant to which it may issue short-term, fixed interest rate, unsecured commercial paper notes (the “Commercial Paper Notes”) under the exemption from registration contained in Section 4(a)(2) of the Securities Act. Amounts available under the Commercial Paper Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of the Commercial Paper Notes outstanding under the Commercial Paper Program at any time not to exceed $625.0 million. The Commercial Paper Notes can have maturities of up to 397 days from the date of issue and are guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership. The Company’s Revolving Credit Facility serves as a liquidity backstop for the repayment of the Commercial Paper Notes outstanding.
Previous wording
The 2029 Unsecured Term Loan includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. The Company used the existing $350.0 million of forward-starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
Current wording
In July 2023, the Company closed on the unsecured $350.0 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500.0 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. The Company used the existing $350.0 million of forward-starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
Previous wording
The Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
Current wording
The Senior Unsecured Notes were issued in private placements (collectively the “Private Placements”) to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
Previous wording
As of March 31, 2025, the Company had total gross mortgage indebtedness of $43.7 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $75.5 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.71% as of March 31, 2025.
Current wording
As of June 30, 2025, the Company had total gross mortgage indebtedness of $43.4 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $74.8 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.70% as of June 30, 2025.
Previous wording
Operating - Most of the Company’s cash from operations is generated by rental income from its investment portfolio. Net cash provided by operating activities for the three months ended March 31, 2025 increased by $27.5 million over the same period in 2024, primarily due to the increase in the size of the Company’s real estate investment portfolio.
Current wording
Operating - Most of the Company’s cash from operations is generated by rental income from its real estate investment portfolio. Net cash provided by operating activities for the six months ended June 30, 2025 increased by $34.3 million over the same period in 2024, primarily due to the increase in the size of the Company’s real estate investment portfolio, an increase in proceeds from the settlement of interest rate swaps and changes in working capital.
Previous wording
Investing - Net cash used in investing activities was $258.9 million greater during the three months ended March 31, 2025, compared to the same period in 2024 primarily due to:
Current wording
Investing - Net cash used in investing activities was $423.7 million greater during the six months ended June 30, 2025, compared to the same period in 2024 primarily due to:
Previous wording
Financing - Net cash provided by financing activities increased by $235.3 million during the three months ended March 31, 2025, compared to the same period in 2024 primarily due to:
Current wording
Financing - Net cash provided by financing activities increased by $382.1 million during the six months ended June 30, 2025, compared to the same period in 2024 primarily due to:
Previous wording
During the three months ended March 31, 2025, the Company had 24 development or DFP projects completed or under construction, for which 18 remain under construction as of March 31, 2025. Anticipated total costs for the 18 projects are approximately $103.8 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, or other sources of funding available to the Company.
Current wording
During the six months ended June 30, 2025, the Company had 25 development or DFP projects completed or under construction, for which 15 remain under construction as of June 30, 2025. Anticipated total costs for the 15 projects are approximately $99.0 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, or other sources of funding available to the Company.
Previous wording
During the quarter ended March 31, 2025, the Company declared monthly dividends of $0.253 per common share. Holders of the Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for January and February were paid during the three months ended March 31, 2025, while March dividends and distributions were recorded as a liability on the condensed consolidated balance sheets at March 31, 2025 and were paid on April 14, 2025.
Current wording
During the quarter ended June 30, 2025, the Company declared monthly dividends of $0.256 per common share. Holders of the Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for April and May were paid during the three months ended June 30, 2025, while June dividends and distributions were recorded as a liability on the condensed consolidated balance sheets at June 30, 2025 and were paid on July 15, 2025.
Previous wording
During the quarter ended March 31, 2025, the Company declared monthly dividends on the Series A Preferred Shares in the amount of $0.08854, per Depositary Share. The dividends payable for January and February were paid during the quarter. The March dividends were recorded as a liability on the condensed consolidated balance sheets at March 31, 2025 and were paid on April 1, 2025.
Current wording
During the quarter ended June 30, 2025, the Company declared monthly dividends on the Series A Preferred Shares in the amount of $0.08854, per Depositary Share. The dividends payable for April and May were paid during the quarter. The June dividends were recorded as a liability on the condensed consolidated balance sheets at June 30, 2025 and were paid
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisition and the ownership of an increased number of properties during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, as further described underResults of Operations - Overall above.
Current report — wording carried from elsewhere
General and administrative expenses increased $2.9 million, or 15%, to $22.1 million for the six months ended June 30, 2025, compared to $19.2 million for the six months ended June 30, 2024. The increase was primarily the result of growth in compensation costs due to inflationary increases and higher stock-based compensation expense. General and administrative expenses as a percentage of total revenue was 6.4% for the six months ended June 30, 2025 and the six months ended June 30, 2024.
Current report — wording carried from elsewhere
The Company recognized a $7.3 million provision for impairment during the six months ended June 30, 2025, while $4.5 million was recognized during the six months ended June 30, 2024. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.
Current report — wording carried from elsewhere
A net gain on the sale of assets of $2.3 million was recognized on the disposition of five assets during the six months ended June 30, 2025 as compared to a net gain on the sale of assets of $9.3 million on the disposition of 16 assets during the six
Current report — wording carried from elsewhere
months ended June 30, 2024. Gains and losses on sales of assets are dependent on levels of disposition activity and the carrying value of the assets relative to their sales prices. As a result, such gains on sales, net are not necessarily comparable period-to-period.
Current report — wording carried from elsewhere
Net income decreased $3.4 million, or 3%, to $96.5 million for the six months ended June 30, 2025, compared to $99.9 million for the six months ended June 30, 2024. The change was the result of the growth in the portfolio offset by the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders decreased $3.4 million, or 4%, to $92.5 million for the six months ended June 30, 2025, compared to $95.9 million for the six months ended June 30, 2024.