NewLake Capital Partners, Inc.

Note 1 -Organization

NewLake Capital Partners, Inc. (the “Company”, “we”, “us", “our”), a Maryland corporation, was formed on April 9, 2019. The Company is an internally managed Real Estate Investment Trust (“REIT”) focused on providing long-term, single-tenant, triple-net sale leaseback and build-to-suit transactions for the cannabis industry. The Company conducts its operations through its subsidiary, NLCP Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership” or “OP”). The Company is the sole managing general partner of the Operating Partnership. The Company’s common stock trades on the OTCQX® Best Market (the “OTCQX”) operated by the OTC Markets Group, Inc., under the symbol “NLCP”.

Note 2 -Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying consolidated financial statements and related notes have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The consolidated financial statements include the accounts of the Company, the Operating Partnership, as well as any wholly owned subsidiaries of the Operating Partnership and variable interest entities ("VIEs") in which the Company is considered the primary beneficiary. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.

Variable Interest Entities

The Company consolidates a VIE in which it is considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

NLCP Operating Partnership LP

The Operating Partnership is a VIE because the holders of limited partnership interests do not have substantive kick-out rights or participating rights. Furthermore, the Company is the primary beneficiary of the Operating Partnership because it has the obligation to absorb losses and the right to receive benefits from the Operating Partnership and the exclusive power to direct the activities of the Operating Partnership. As of December 31, 2025 and 2024, the assets and liabilities of the Company and the Operating Partnership are substantially the same, as the Company does not have any significant assets other than its investment in the Operating Partnership.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management will adjust such estimates when facts and circumstances dictate. Such estimates include, but are not limited to, useful lives for depreciation of property and corporate assets, the fair value of acquired real estate and in-place lease intangibles acquired and the valuation of stock-based compensation. Actual results could differ from those estimates.

Investment in Real Estate

Investments in real estate are recorded at historical cost, net of accumulated depreciation. Costs directly related to the properties’ acquisition, development, or redevelopment of the properties are capitalized. Repairs and maintenance are expensed as incurred, while major replacements and betterments that extend the useful life or enhance the functionality of the asset are capitalized and depreciated over their estimated useful lives.

The Company capitalizes costs associated with building and tenant improvement when it is considered the accounting owner of such improvements. These improvements generally consist of building additions or significant upgrades to existing facilities. Capitalized improvements are classified under “Buildings and Improvements” in the consolidated balance sheet and are considered construction in progress until placed in service. Such improvements are considered placed in service when they are ready and available for their intended use.

Upon acquisition of a property, the Company allocates the purchase price of the real estate to land, building and improvements, site improvements and if applicable, determined intangibles, such as the value of above and below market leases and origination costs associated with the in-place lease, when applicable. Tangible and intangible assets acquired and liabilities assumed are initially measured based upon their relative fair values. The Company estimates the fair value of land by reviewing comparable sales within the same submarket and/or region, the fair value of buildings on an as-if vacant basis and may engage third-party valuation specialists. Acquisition costs for asset acquisitions are capitalized as incurred. All of our real estate investments to date were recorded as asset acquisitions.

The Company depreciates the amount allocated to building and improvements on a straight-line basis over their estimated useful lives, which generally range from 20 to 35 years. Site improvements at our buildings, if any, are depreciated over the estimated useful lives, generally range from 8 to 15 years. Tenant improvements are depreciated on a straight-line basis over the shorter of the useful life or the remaining lease term, and in‑place lease intangibles are amortized over the remaining lease term.

Impairment of Real Estate

The Company evaluates its real estate investments for impairment whenever events or changes in circumstances indicate that the carrying amount of a property may not be recoverable. This assessment is performed on a property‑by‑property basis. Indicators of impairment may include, but are not limited to:

•declines in rental income;

•physical damage;

•changes in expected hold period;

•tenant defaults;

•deterioration in market conditions;

•adverse changes in expected cash flows.

When impairment indicators are identified, the Company compares the carrying value of the property to the sum of the property’s estimated future undiscounted operating cash flows plus estimated undiscounted disposition proceeds. If the carrying amount is not recoverable, an impairment loss is recognized. The impairment loss is measured as the excess of the carrying value over the property’s estimated fair value. Key assumptions used in determining fair value include projected rental rates, expected holding periods, estimated capital expenditures, and market‑based capitalization rates for comparable property sales. Impairment losses, if any, are recorded in “Impairment of Real Estate” within the consolidated statements of operations.

Real Estate Held For Sale

The Company classifies real estate held for sale when the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for immediate sale in its present condition, (iii) the property is actively being marketed for sale at a price that is reasonable in relation to its current fair value, (iv) the sale of the property within one year is considered probable, and (v) significant changes to the plan to sell the property are not expected. Once a property is classified as held for sale, it is no longer depreciated and is required to be reported at the lower of its carrying value or its fair value less cost to sell. A real estate asset that meets the held for sale criteria is classified as "Real Estate Held for Sale" in the consolidated balance sheets.

The Company recognizes gains or losses when real estate is sold in accordance with the provisions of Accounting Standards Codification ("ASC") ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets. The gain or loss recorded is measured as the difference between the sales price less cost to sell and the carrying amount of the real estate asset. The gain or loss from the sale of real estate is recognized in the consolidated statements of operations.

Revenue Recognition

The Company’s triple-net leases are accounted for as operating leases under ASC 842 Leases (“ASC 842”). Operating leases that have fixed and determinable rent increases are recognized on a straight-line basis over the non-cancelable lease term, unless the collectability of minimum lease payments is not reasonably assured. Rent increases based upon changes in the consumer price index are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements. Contractually obligated expenses as defined by the lease agreement that are paid directly by the tenant are not reflected in our consolidated financial statements. Any rental payments received in advance of contractual due dates are recorded as “Rent Received in Advance” in the consolidated balance sheets.

For operating leases where the minimum lease payments are not reasonably predictable or collectability is not reasonably assured, rental income is recognized on a cash basis. The Company evaluates collectability quarterly on a tenant‑by‑tenant basis using several financial and qualitative factors, including, but not limited to, free cash flow, profitability, debt profile and federal tax liability. The Company also considers the impact of federal regulatory uncertainty and state regulatory challenges in the cannabis industry, including the fact that cannabis remains illegal under federal law. These environmental factors are a significant factor in the Company's assessment of collectability of lease payments given the pervasive impacts on our tenants' financial performance and ability to continue as a going concern. Based on its assessment, the Company has determined collectability of rent for each of its tenants to be uncertain and rental income was recorded on a cash basis. The Company will continue to assess quarterly the collectability of lease payments for each tenant as required by ASC 842.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains cash balances with quality regional financial institutions, which may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits of $250,000 from time to time. The Company manages this credit risk by monitoring the creditworthiness of its banking partners and by utilizing deposit programs that provide expanded FDIC insurance through a network of participating institutions.

As of December 31, 2025, the Company maintained cash balances in excess of FDIC insured limits. The Company did not hold any cash equivalents as of December 31, 2025 and December 31, 2024.

Loan Receivable, net

Loans originated by the Company are initially recorded at their principal amount net of any premium or discount and are accounted for under ASC 326, Financial Instruments - Credit Losses ("CECL"). The CECL expected loss model requires the Company to record an allowance for the expected credit loss for the life of a loan receivable, which is recognized when the loan is either originated or acquired. The allowance for credit losses is deducted from, or added to the amortized cost basis of the loan receivable to present the net amount expected to be collected on the financial asset(s). At each reporting period, the Company updates its estimate and adjusts the allowance for credit losses accordingly. Changes in the allowance are recorded in the consolidated statement of operations in “Provision for Current Expected Credit Loss”. Decreases in the allowance are recorded as a reversal of credit loss expense. The Company generally uses a discounted cash flow model approach to determine the credit loss, if any, for its loans receivable subject to the CECL guidance.

Interest income on loans is recorded using the effective interest method based on the contractual payment terms of the loan. Any premium amortization or discount accretion will be reflected as a component of “Interest Income from Loans” in the consolidated statements of operations.

Investment in Equity Securities

The Company recorded its investment in warrants under ASC 321, Investments - Equity Securities (“ASC 321”). This guidance provides an alternative to the requirement to measure equity interests at fair value in accordance with ASC 820, Fair Value Measurement. The measurement alternative applies to certain equity interests without readily determinable fair values that are within the scope of ASC 321 and are otherwise required to be measured at fair value. Application of the measurement alternative is optional and is applied upon acquisition of an equity interest on an instrument-by-instrument basis. The Company elected to use the measurement alternative to value its investment in warrants. The warrant investment was initially recorded at cost, reviewed quarterly for impairment and was classified in “Other Assets” in the consolidated balance sheets. Any impairment losses are recognized in the statement of operations and classified in “Impairment Loss.” In 2024, the Company recognized an impairment loss on the warrants for their full value. Refer to Note 10 - “Warrants” for additional details.

Deferred Financing Costs

Deferred financing costs represent commitment fees, legal, title and other third-party costs associated with obtaining commitments for financing, which result in a closing of such financing. These costs are amortized over the terms of the respective agreements. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not close. Deferred financing costs related to the Company’s revolving credit facility are amortized on a straight-line basis and are classified in “Other Assets” in the consolidated balance sheets.

Offering and Organization Costs

Offering costs incurred by the Company in connection with common stock offerings and private placements are reflected as a reduction of additional paid-in-capital. Offering costs incurred by the Company in connection with its shelf registration will be deferred and recorded in "Other Assets" until such time the Company completes a common stock offering where all or a portion will be reclassified and reflected as a reduction of additional paid-in-capital. The deferred offering costs will be expensed upon the expiration of the shelf if the Company does not complete an equity offering. Organization costs are expensed as incurred.

Loan Payable, net

The Company records its loan payable net of discount in our consolidated balance sheets. The discount is amortized as a non-cash interest expense using the effective interest method or other method that is not materially different, over the life of the loan payable. Any premium amortization or discount accretion will be reflected as a component of “Interest Expense” in the consolidated statement of operations.

Lease Classification

Lease classification for leases under which the Company is the lessor are evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.

Lease classification for those leases under which the Company is the lessee are evaluated at lease commencement as finance or operating leases. Leases qualify as finance leases if the lease transfers ownership of the asset at the end of the lease term, the lease grants an option to purchase the asset that we are reasonably certain to exercise, the lease term is for a major part of the remaining economic life of the asset, or the present value of the lease payments exceeds substantially all of the fair value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases. At lease commencement, the Company records a lease liability which is measured as the present value of the lease payments and a right of use asset which is measured as the amount of the lease liability and any initial direct costs incurred. The Company applies a discount rate to determine the present value of the lease payments. If the rate implicit in the lease is not known, the Company uses a discount rate reflective of the Company’s incremental borrowing rate. On the consolidated statements of operations, operating leases are expensed through rent expense while financing leases are expensed through amortization and interest expense.

Reimbursable Property Expenses

The Company’s properties are leased to single tenants on a long-term, triple-net basis, which obligates the tenant to be responsible for the ongoing expenses of a property, in addition to its rent obligations. Under certain circumstances, the Company will pay for certain expenses on behalf of the tenant and the tenant is required to reimburse the Company. The presentation in the statements of operations for these expenses are gross where the Company records revenue and a corresponding reimbursable expense. Expenses paid directly by a tenant are not reimbursable and therefore are not reflected in the statements of operations. The expense and reimbursable amounts may differ due to timing. The revenues associated with the reimbursable expenses were classified in "Fees and Reimbursables" in the accompanying consolidated statements of operations.

Property Carrying Costs

Property carrying costs represent expenses incurred to maintain vacant or partially vacant properties. These costs generally include real estate taxes, utilities, insurance, property management fees, security, and other expenses necessary to keep the properties functional and marketable for leasing. These expenses are presented within “Property Carrying Costs” in the accompanying consolidated statements of operations.

Income Taxes

We have made an election to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with 2019, our initial taxable year. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of the REIT’s ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we will continue to be organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes.

Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.

The Company elected to treat a domestic subsidiary as a Taxable REIT Subsidiary ("TRS") and may elect to treat other subsidiaries as TRSs in the future. In general, a TRS is utilized to hold assets and engage in activities that the Company cannot hold or engage in directly. Generally, a TRS may engage in any real estate or non-real estate-related business.

A domestic TRS may declare dividends to the Company which will be included in the Company’s taxable income/(loss) and may necessitate a distribution to stockholders. Conversely, if the Company retains earnings at the domestic TRS level, no distribution is required. A domestic TRS is subject to U.S. federal, state and local corporate income taxes.

Stock-Based Compensation

The Company recognizes stock-based compensation expense for its equity awards in accordance with ASC 718 - Compensation-Stock Compensation (“ASC 718”).

Restricted Stock Units

Under ASC 718, stock based compensation expense for Restricted Stock Units (“RSUs”) is based on the grant-date fair value of the equity awards and is recognized over the requisite service or performance period. If awards are forfeited prior to vesting, the Company will reverse any previously recognized expense related to such awards in the period during which the forfeiture occurs.

Each RSU that vests represents the right to receive one share of the Company’s common stock. Vested RSUs also entitle the holder to receive accumulated dividends equal to the dividends paid on common stock during the service period. No dividends are paid on RSUs that do not vest or are forfeited.

Performance Stock Units

Performance Stock Units (“PSUs”) are accounted for in accordance with ASC 718. PSU awards are measured at grant‑date fair value and the related compensation expense is recognized over the requisite service period, regardless of whether the performance conditions are ultimately achieved. The actual number of PSUs that may vest ranges from 0% to 200% of the target award, depending on performance results.

The grant‑date fair value of PSUs is determined using a Monte Carlo simulation model designed to estimate the Company’s future stock price and the future stock prices of a designated peer group. The model incorporates two performance metrics: (i) the Relative Total Shareholder Return (“rTSR”) of the Company compared to the peer group, and (ii) the Company’s absolute Compound Annual Growth Rate (“CAGR”). The simulation uses a Geometric Brownian Motion (“GBM”) framework, which incorporates key assumptions such as expected volatility, based on the historical volatility of the Company and its peer companies, as well as risk‑free interest rates and other relevant inputs. The model estimates the ending stock prices used to determine the rTSR and CAGR outcomes, which are then applied to the vesting schedules outlined in the PSU agreements.

Compensation expense is adjusted for actual forfeitures as they occur. Awards forfeited prior to vesting result in the reversal of previously recognized expense in the period of forfeiture. If performance conditions are not met and units are cancelled at the end of the performance period, previously recognized compensation expense is not reversed.

Each PSU that ultimately vests represents the right to receive one share of the Company’s common stock. Vested PSUs also entitle the holder to receive accumulated dividends equal to the dividends paid on common stock during the performance period. No dividends are paid on PSUs that do not vest.

Earnings Per Share

The Company calculates earnings per share (“EPS”) in accordance with ASC 260 – Earnings Per Share (“ASC 260”). Non-vested share-based payment awards that contain non-forfeitable rights to dividends are considered participating securities and are included in the calculation of basic EPS under the two-class method.

Under the two-class method, during periods of net income, the net income is first reduced for dividends declared on all classes of securities to determine undistributed earnings. During periods of net losses, the net loss is reduced for dividends declared on participating securities only if the securities have the right to participate in the earnings of the Company and contain an objectively determinable contractual obligation to share in net losses of the entity. The Company’s participating securities are not allocated a share of the net loss, as these securities do not have a contractual obligation to share in the Company’s net losses.

Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Potential common shares are included in diluted EPS using the treasury stock method or the if‑converted method, as applicable, and are included only when their effect is dilutive. In periods of net loss, all potential common shares are anti‑dilutive and, therefore, diluted EPS equals basic EPS.

Noncontrolling Interests

Noncontrolling interests represent Limited Partnership Interest (“LPI Units”) in the Operating Partnership not held by the Company. Noncontrolling interests in the Operating Partnership are shown in the consolidated statements of changes in equity.

Segments

The Company specializes in long-term, single-tenant, triple-net sale leaseback and build-to-suit projects within the regulated cannabis industry. The Company’s properties are aggregated intoone reportable segment due to their similarities: they are leased to state-licensed operators on a long-term triple-net basis, and consist of improvements that are reusable and share similar economic characteristics. The Chief Operating Decision Maker (“CODM”) reviews financial information for our entire consolidated operations when making decisions related to assessing our operating performance. See Note 16 “Segment Information” for additional information.

Recently Issued Accounting Pronouncements

Note 3 -Real Estate

2025 Real Estate Portfolio

As of December 31, 2025, the Company owned 34 properties, including one property that is classified as held for sale, located in 12 states. The following table presents the Company’s real estate portfolio held for investment as of December 31, 2025 (dollars in thousands):

(1) This property was formerly operated by Acreage.

(2) This table does not include one property held for sale.

(3) At times, numbers in this table may differ due to rounding.

2024 Real Estate Portfolio

As of December 31, 2024, the Company owned 32 properties located in 12 states. The following table presents the Company’s real estate portfolio held for investment as of December 31, 2024 (dollars in thousands):

(1) Includes construction in progress in the amount of $2.0 million that had been funded as of December 31, 2024.

(2) During 2025, this property began being operated by Bud’r.

(3) A portion of this investment is currently under development or undergoing building or tenant improvements. Once the development or improvements are completed and placed-in-service, the Company will begin depreciating the applicable part of the property.

(4) At times, numbers in this table may differ due to rounding.

Real Estate Acquisitions

2025 Acquisitions

During the year ended December 31, 2025, the Company acquired three dispensaries and committed to fund approximately $1.1 million in improvements (refer to the 2025 Improvement Allowances table below for details). These properties were simultaneously leased to a related entity of an existing tenant.

The following table presents the real estate acquisitions for the year ended December 31, 2025 (in thousands):

(1) This dispensary was acquired through a like-kind exchange and was recorded at its fair value. For further details, refer to the “2025 Disposition” section below.

2024 Acquisitions

During the year ended December 31, 2024, the Company purchased a cultivation facility in Connecticut for approximately $4.0 million and committed to fund approximately $12.0 million in improvements (refer to the 2024 Improvement Allowances table below for details). The property was simultaneously leased to a related entity of an existing tenant.

The following table presents the real estate acquisitions for the year ended December 31, 2024 (in thousands):

Disposal of Real Estate

2025 Disposition

On June 12, 2025 the Company completed a deed-for-deed like-kind exchange with Curaleaf, involving the transfer of its dispensary located in Mokena, IL for a dispensary located in Brookville, PA. The transaction was structured as a nonmonetary exchange with no cash consideration. Upon completion for the exchange, the Brookville property received by the Company was leased to an existing tenant under a new operating lease. The Brookville dispensary was recorded at its fair value of $950 thousand and the Company recognized a de minimis loss on the exchange. For additional details, refer to the acquisition summary in the table above.

2024 Dispositions

There were no sales of real estate property investments during the year ended December 31, 2024.

Real Estate Held for Sale

On November 24, 2025, the Company entered into an agreement with a broker to market the Hartford, Connecticut property for sale which is leased to C3 Industries (“C3”). The property has a carrying amount of approximately $4.8 million and is available for immediate sale in its present condition. Management has committed to a plan to sell the asset and expects the sale to be completed within one year. Accordingly, the property meets the criteria for held‑for‑sale classification and is presented as “Real Estate Held for Sale” in the accompanying consolidated balance sheet.

In accordance with ASC 360, long‑lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. In connection with the planned sale, the Company is entitled to receive make‑whole protection under the terms of the tenant’s lease arrangement. If the ultimate sale proceeds are less than the Company’s investment basis, the tenant is required to reimburse the Company for the shortfall. Any such reimbursement, if realized, will be recognized when the sale is completed and the amount becomes determinable. Based on this make‑whole protection and management’s current estimate of fair value less costs to sell, the Company is reporting the property at its carrying amount, and therefore no impairment loss has been recognized.

Real Estate Commitments

2025 Improvement Allowances

The following table presents the funded commitments and the remaining unfunded commitments for the year ended December 31, 2025 (in thousands):

2024 Improvement Allowance

The following table presents the funded commitments and the remaining unfunded commitments for the year ended December 31, 2024 (in thousands):

(1) Pursuant to the terms of the lease agreement, on September 1, 2025, the Company's obligation to fund the remaining improvement allowance had expired.

(2) The funded commitments related to the Missouri cultivation facility expansion project.

Construction in Progress

During the year ended December 31, 2025, the Company placed in service approximately $2.0 million in assets that were previously classified as Construction in Progress (“CIP”). As of December 31, 2025 and 2024, funded commitments recorded in CIP were approximately $0 and $2.0 million, respectively, and are classified in “Buildings and Improvements” in the accompanying consolidated balance sheets.

In-place Lease Intangible Assets

The following table presents the future amortization of the Company’s acquired in-place leases as of December 31, 2025 (in thousands):

Depreciation and Amortization

Depreciation expense on the Company’s real estate assets was approximately $13.5 million and $12.7 million for the years ended December 31, 2025 and 2024, respectively.

Amortization of the Company’s acquired in-place lease intangible assets were approximately $2.0 million for both the years ended December 31, 2025 and 2024. As of December 31, 2025, the in-place lease intangible assets have a weighted average remaining amortization period of 8.29 years.

Real Estate Impairment

During 2025, the Company evaluated three properties for impairment, and during 2024, the Company evaluatedtwo properties, in each case as a result of tenant defaults. The impairment assessments were performed in accordance with ASC 360, Property, Plant and Equipment. For each property assessed, the Company estimated the undiscounted future cash flows expected to be generated over the respective holding periods and compared those amounts to the corresponding carrying values. In all cases, the estimated undiscounted cash flows exceeded the related carrying amounts. Accordingly, no impairment losses were recognized for the years ended December 31, 2025 and 2024.

Note 4 –Leases

As Lessor

The Company’s properties are leased to single tenants on a long-term, triple-net basis, which obligates the tenant to be responsible for the ongoing expenses of a property, in addition to its rent obligations. Under certain circumstances the Company will pay for certain expenses on behalf of the tenant and the tenant is required to reimburse the Company. The presentation in the statement of operations for these expenses are gross where the Company records revenue and a corresponding reimbursable expense. Expenses paid directly by a tenant are not reimbursable and therefore not reflected in the statement of operations. The expense and reimbursable amounts may differ due to timing, since the revenue is recorded on a cash basis. The revenues associated with the reimbursable expenses were classified in "Fees and Reimbursables" in the accompanying consolidated statements of operations. For the year ended December 31, 2025 and 2024, the reimbursable revenues were $786.0 thousand and $470.7 thousand, respectively. Reimbursable expenses are classified as "Reimbursable Property Expenses" in the accompanying consolidated statements of operations.

The Company’s tenants operate in the cannabis industry. All of the Company’s leases generally contain annual increases in rent (typically between 2% and 3%) over the expiring rental rate at the time of expiration. Certain leases of the Company also contain an improvement allowance, which is generally available to be funded between 12 and 18 months. In some leases, the tenant becomes liable to pay rent as if all the improvement allowance has been funded, even if there are still unfunded commitments. Improvement allowance’s also contains annual increases which generally increase at the same rate as base rent, per the lease agreement.

Certain of the Company’s leases provide the lessee withone ortwo term extension options, which generally contain annual increases in rent as explained above. Certain of the Company’s leases provide the lessee with a right of first refusal or right of first offer in the event the Company markets the leased property for sale. As of December 31, 2025, the Company hadtwo leases that granted the lessee an option to purchase the leased property at its fair market value at the end of the initial lease term in December 2029, subject to the satisfaction of certain conditions. As of December 31, 2025, the Company’s gross investment in thesetwo properties was approximately $6.3 million.

Lease Income

The following table presents the future contractual minimum rent under the Company’s operating leases as of December 31, 2025 (in thousands):

(1) Contractual minimum rent includes rent fromone property classified as held for sale as of December 31, 2025.

Credit Risk and Geographic Concentration

The ability of any of the Company’s tenants to honor the terms of its lease are dependent upon the economic, regulatory, competition, natural and social factors affecting the community in which that tenant operates. As of December 31, 2025 and 2024, the Company owned 34 and 32 properties, respectively, leased to 11 and 13 tenants, respectively, across 12 states including Arizona, Arkansas, California, Connecticut, Florida, Illinois, Massachusetts, Missouri, Nevada, North Dakota, Ohio, and Pennsylvania.

Credit Risk Concentration

The following table presents the tenants in the Company’s portfolio that represented the largest percentage of the Company’s total rental income and fees, including applied escrows/security deposits, if any, and excluding reimbursable revenues, for each of the periods presented:

Geographic Concentration

The following table presents the states in the Company’s portfolio that represented the largest percentage of the Company’s total rental income and fees, including applied escrows/security deposits, if any, and excluding reimbursable revenues, for each of the periods presented:

Condition of Our Tenants

Tenant Defaults

Pottsville, PA and Sparks, NV Cultivation Facilities

On July 30, 2025, AYR Wellness, Inc. (“AYR”), which operated attwo of the Company’s properties located in Pottsville, PA and Sparks, NV, announced that it had entered into a restructuring support agreement with its senior noteholders. Under the restructuring support agreement, certain AYR assets and operations will be acquired by the senior noteholders, while the remaining assets and operations, including those at the Company’s leased properties, are to be sold or wound down.

The cultivation properties leased to AYR accounted for approximately 5.3% of the Company’s rental income for the year ended December 31, 2025. AYR satisfied its rent obligations through July 2025; however, beginning in August 2025 through the end of the year, the Company did not receive rent for its Pottsville, PA and Sparks, NV cultivation properties, which AYR vacated during the third quarter of 2025. The Company applied AYR’s security deposits totaling approximately $913.5 thousand toward unpaid rent during the third and fourth quarters of 2025 for the Pottsville and Sparks properties. As of December 31, 2025, the security deposits had been fully applied across both properties. The Company is actively working to re-lease the properties.

Fitchburg, MA Cultivation Facility

Revolutionary Clinics, Inc. (“Revolutionary Clinics”) which leased the Company’s Fitchburg, MA cultivation property, experienced operational challenges that impaired its ability to meet contractual rent obligations. Beginning in June 2024, Revolutionary Clinics remitted approximately 50% of rent due. On December 13, 2024, the tenant entered into receivership. In the first quarter of 2025, the Company entered into a stipulation agreement with the court-appointed receiver to receive 50% of contractual monthly rent on a weekly basis, along with weekly reimbursements for certain delinquent real estate taxes and utilities previously paid by the Company until the property was vacated and operations ceased. In July 2025, Revolutionary Clinics vacated the property, and rental payments ceased. The Company has engaged a broker and is actively marketing the property for lease.

Lease Modifications

C3 Industries

In October 2025, the Company amended its lease agreements with C3 Industries (“C3”). Under the amended Hartford, CT lease, the Company agreed to pursue a sale of the Hartford, CT property, and in connection with that agreement, C3 is required to reimburse the Company for any shortfall if the sale proceeds are less than the Company’s investment basis. Conversely, if sale proceeds exceed the Company’s basis, a portion of the excess will be paid to C3 as reimbursement for their investment in the property. C3 will continue to pay monthly base rent through the sale date. Upon completion of the sale, a portion of the rent previously allocated to the Hartford, CT property will be reallocated to the Missouri lease, to compensate the Company for a portion of the income no longer received from the Hartford, CT property. C3 will continue to pay incremental rent under the Missouri lease until the Company invests in new properties with C3 pursuant to its right of first refusal agreement. The Company evaluated the amendment under ASC 842 and determined it is accounted for as a lease modification.

As Lessee

Commencing on June 1, 2022, the Company entered into afour year lease agreement to rent its office space, subject to annual escalations, which includes the option to extend the lease for a single three year period. The annual rent payments range from approximately $72.0 thousand in year one to approximately $85.0 thousand in year four. This one office lease qualifies under the right-of-use ("ROU") model. Upon entering into the lease in June 2022, the Company recorded a ROU asset of $273 thousand which is classified in “Other Assets” and a lease liability, which is classified in “Other Liabilities” in the accompanying consolidated balance sheets. The weighted-average discount rate used to calculate the lease liability was 5.65%.

On November 20, 2025, the Company amended it’s lease agreement to extend the term of the lease forone year until August 31, 2027 and recorded a ROU asset and Lease Liability remeasurement of approximately $85.3 thousand using a discount rate of 7.75%. The ROU balance as of December 31, 2025 and 2024, were approximately $117.9 thousand and $110.0 thousand, respectively. The ROU asset will be amortized over the remaining lease term of 1.67 years as of December 31, 2025. The amortization is made up of the principal amortization under the lease liability plus or minus the straight-line adjustment of the operating lease rent.

The following table presents the future contractual rent obligations as lessee as of December 31, 2025 (in thousands):

(1) The lease is scheduled to expire in August 31, 2027. The lease allows forone renewal option of 3 years commencing immediately upon the expiration of the amended term.

Note 5 -Loan Receivable, net

Loan Receivable

The Company funded a $5.0 million unsecured loan to C3 Industries on June 10, 2022. The loan initially bore interest at a rate of 10.25% and is structured to increase annually in April by the product of 1.0225 times the interest rate in effect immediately prior to the anniversary date. The loan is interest only for the first four years and can be prepaid at any time without penalty. If full principal payment on the loan is not made on June 30, 2026, the loan will begin amortizing principal and interest over the next 5 years, with a final maturity of June 30, 2031. The loan is cross defaulted with C3’s lease agreement with the Company. As of December 31, 2025 and December 31, 2024, the loan earned interest at a rate of 10.96% and 10.72%, respectively, and the aggregate principal amount outstanding on the unsecured loan receivable as of December 31, 2025 and 2024 was $5.0 million.

CECL Reserve

The Company recorded a provision for current expected credit loss on the $5.0 million unsecured loan (discussed above). Estimating the CECL allowance for credit loss requires significant judgment. The Company used a discounted cash flow analysis to determine the expected credit loss. The following table presents the CECL reserve for the years ended of December 31, 2025 and 2024:

Note 6 –Financings

Revolving Credit Facility

On May 6, 2022, the Company's Operating Partnership entered into a loan and security agreement (the “Loan and Security Agreement”) with a commercial federally regulated bank, as a lender and as agent for lenders that become party thereto from time to time (the “Agent”). The Loan and Security Agreement matures on May 6, 2027. The Loan and Security Agreement provides, subject to the Accordion Feature described below, $30.0 million in aggregate commitments for secured revolving loans (“Revolving Credit Facility”), the availability of which is based on a borrowing base consisting of fee simple owned real properties that satisfy eligibility criteria specified in the Loan and Security Agreement and the lease income thereunder which are owned by certain subsidiaries of the Operating Partnership.

Note 6 - Financing (continued)

On July 29, 2022, the Operating Partnership entered into an amendment to the Revolving Credit Facility, amending the Loan and Security Agreement, to increase the aggregate commitment under the Revolving Credit Facility from $30.0 million to $90.0 million and addedtwo additional lenders. The Loan and Security Agreement also allows the Company, subject to certain conditions, to request additional revolving incremental loan commitments such that the Revolving Credit Facility may be increased to a total aggregate principal amount of up to $100.0 million. Borrowings under the Revolving Credit Facility may be voluntarily prepaid and re-borrowed, subject to certain fees.

The Revolving Credit Facility accrued interest at a fixed rate of 5.65% through May 5, 2025. Commencing May 6, 2025, the Revolving Credit Facility bears interest at a variable rate based upon the greater of (a) the Prime Rate quoted in the Wall Street Journal (Western Edition) (“Base Rate”) plus an applicable margin of 1.0% or (b)4.75%. As of December 31, 2025 and 2024, the interest rate was 7.75% and 5.65%, respectively.

As of December 31, 2025 and 2024, the Company had $7.6 million outstanding under its Revolving Credit Facility. As of December 31, 2025, there was $82.4 million in funds available to be drawn, subject to sufficient collateral in the borrowing base.

The facility is subject to certain financial covenants, which include liquidity and debt service coverage ratios. The facility also includes customary representations and warranties, affirmative and negative covenants and events of default. As of December 31, 2025, the Company was in compliance with the financial covenants under the agreement.

Note 7 -Related Party Transactions

Investor Rights Agreement

Pursuant to our Investor Rights Agreement (the “Investor Rights Agreement”) HG Vora Capital Management, LLC (“HG Vora”), West Investment Holdings, LLC, West CRT Heavy, LLC, Gary and Mary West Charitable Trust, Gary and Mary West 2012 Gift Trust and WFI Co-Investments, acting unanimously, collectively referred to as the “West Stockholders” and NL Ventures, LLC (“Pangea”) hold certain nomination rights with respect of members to our board of directors so long as they individually own in the aggregate certain percentages of the Company’s issued and outstanding common stock for 60 days consecutively.

Note 8 -Noncontrolling Interests

Overview

Noncontrolling interests represent the Limited Partnership Interest (“LPI Units”) in the Operating Partnership not held by the Company. Net income allocated to noncontrolling interest is based on LPI Unitholders’ ownership percentage in the Operating Partnership. As of December 31, 2025 and 2024, noncontrolling interests represented approximately 357,442 and 372,640 LPI Units, respectively, or 1.7% and 1.8%, respectively, ownership interest in the Operating Partnership.

Allocation of Net Income

Net income allocated to the Operating Partnership non-controlling interest for the years ended December 31, 2025 and 2024, was $451 thousand and $468 thousand, respectively.

Redemption and Conversion Activity

During the year ended December 31, 2025,15,198 LPI Units were redeemed for cash by the Company for approximately $253 thousand andno LPI Units were converted to common stock. During the year ended December 31, 2024, no LPI Units were redeemed for cash and 942 LPI Units were converted to common stock.

Note 9 -Stock Based Compensation

The Company’s board of directors adopted our 2021 Equity Incentive Plan (the “Plan”), to provide employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the board of directors of the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, other stock-based awards, and cash awards to enable the Company to motivate, attract and retain the services of directors, officers and employees considered essential to the long term success of the Company.

Under the Plan, the total number of shares of awards will be no more than 2,275,727 shares of common stock. If and to the extent shares of awards granted under the Plan, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, or if any stock awards, stock units or other stock-based awards are forfeited, terminated or otherwise not paid in full, the shares subject to such grants shall again be available for issuance or transfer under the Plan. The Plan has a term often years until August 12, 2031.

Additionally, the Plan provides for the issuance of unrestricted common stock to directors who elect to receive their compensation in common stock rather than cash. During the years ended December 31, 2025 and 2024,1,450 and 1,331 shares of common stock were issued related to director compensation, respectively. As of December 31, 2025 and 2024, there were 1,837,680 and 1,796,909 shares, respectively, available for issuance under the Plan, which assumes maximum performance is achieved with respect to PSUs.

Restricted Stock Units

RSUs are granted to certain directors, officers and employees of the Company. Per the terms of the agreements, certain director RSUs that vest cannot be converted until the director separates from the Company. During the year ended December 31, 2025,13,146 vested director RSUs were converted to common stock in connection with the separation of one board member. Total aggregate outstanding RSUs as of December 31, 2025 and 2024 were 145,266 and 136,511, respectively.

Unvested Restricted Stock Units

The following table sets forth the Company’s unvested RSU activity for the years ended December 31, 2025 and 2024:

(1) Vested shares are reported gross and include 8,588 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.

(2) Vested shares are reported gross and include 4,970 shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.

Vested Restricted Stock Units

The following table sets forth the Company’s vested RSU activity for the years ended December 31, 2025 and 2024:

(1) Represents the gross number of RSUs vested and includes shares withheld for tax and other compensation withholdings associated with the vested RSUs issued under the Plan.

(2) Represents shares withheld to satisfy tax and other compensation related withholdings associated with the vested RSUs issued under the Plan.

Each RSU represents the right to receiveone share of common stock upon vesting. The vested RSUs are also entitled to receive an accumulated dividend payment equal to the dividends paid on each share of common stock during the vesting period. During the years ended December 31, 2025 and 2024, the Company paid approximately $102.8 thousand and $83.0 thousand, respectively of accumulated dividends that became earned upon vesting of RSUs. As of December 31, 2025 and 2024, unearned dividends on unvested RSUs, which are only payable upon vesting, totaled $150.5 thousand and $134.3 thousand, respectively.

The amortization of compensation costs associated with the RSU awards are included in “Compensation Expense” in the accompanying consolidated statements of operations and amounted to approximately $0.8 million, excluding forfeitures, for both the years ended December 31, 2025 and 2024. The remaining unrecognized compensation cost of approximately $0.6 million for RSU awards is expected to be recognized over a weighted average amortization period of 1.04 years as of December 31, 2025.

Performance Stock Units

The following table presents the PSU activity for the years ended December 31, 2025 and 2024:

(1) Represents the gross number of PSUs issued and includes shares withheld to satisfy tax and other compensation related withholdings associated with the PSUs issued under the Plan.

(2) In accordance with the terms of the PSU agreements, represents PSUs that were not issued and therefore were cancelled and returned to the Plan.

(3) Represents the number of shares given up by members of the Plan who ceased to be employed by the Company through the entire performance period.

(4) The ending balance includes PSUs that vested at the end of each respective year and are schedule to be issued in January of the subsequent year.

As of December 31, 2025, the Company met certain performance hurdles, as defined by the applicable PSU agreements, for thethree year performance period from January 1, 2023 through December 31, 2025. As a result,29,016 PSUs vested and 7,482 PSUs were cancelled and returned to the Plan. Of the 29,016 PSUs that vested on December 31, 2025,15,780 shares of common stock were subsequently issued in January 2026, after 13,236 shares were withheld to satisfy tax and other required withholdings. In addition, the Company recorded a dividend payable of approximately $144.8 thousand, representing dividend equivalents earned during the performance period. Unearned dividends on unvested PSUs were $198.9 thousand as of December 31, 2025.

As of December 31, 2024, the Company met certain performance hurdles, as defined by the applicable PSU agreements, for thethree year performance period from January 1, 2022 through December 31, 2024. As a result,42,548 PSUs vested and 5,435 PSUs were cancelled and returned the Plan. Of the 42,548 PSUs that vested on December 31, 2024,13,537 shares of common stock were subsequently issued in January 2025, after 13,493 shares were withheld to satisfy tax and other required withholdings and 15,518 shares were redeemed in cash. In Addition, the Company recorded a dividend payable of approximately $214 thousand representing dividend equivalent rights earned during the performance period. Unearned dividends on unvested PSUs were $276.0 thousand as of December 31, 2024.

The following table outlines the grant date fair values and performance periods of the Company’s outstanding PSU awards as of December 31, 2025:

(1) Subsequent to December 31, 2025, the Company met certain performance hurdles, as defined by the PSU agreements, for the end of thethree year performance period ending December 31, 2025, resulting in a partial issuance of the awards. The number of PSUs presented reflects the actual awards scheduled to be issued in January 2026.

The amortization of compensation costs associated with the PSU awards are included in “Compensation Expense” in the accompanying consolidated statements of operations and amounted to approximately $0.6 million and $0.9 million, excluding forfeitures, for the years ended December 31, 2025 and 2024, respectively. The remaining unrecognized compensation cost of approximately $0.6 million for PSU awards is expected to be recognized over a weighted average amortization period of 1.58 years as of December 31, 2025.

Stock Options

Prior to the completion of the Initial Public Offering (“IPO”), the Company issued 791,790 nonqualified stock options (the “Options”) to purchase shares of the Company’s common stock, subject to the terms and conditions of the applicable option grant agreements, with an exercise price per share of common stock equal to $24.00 and in such amounts as set forth in the option grant agreements. The Options vested on August 31, 2020. As of December 31, 2025 and 2024, the Options were fully exercisable and expire on July 15, 2027.

Note 10 -Warrants

Warrants Issued

On March 17, 2021, the Company entered into a warrant agreement which granted the holder the right to purchase 602,392 shares of common stock of the Company at a purchase price of $24.00 per share. Warrants were immediately exercisable and expire on July 15, 2027. As of December 31, 2025 and 2024, the warrants were fully exercisable.

Investment in Warrants

On October 27, 2023, the Company entered into a lease amendment and forbearance agreement for its existing lease agreement with Revolutionary Clinics on its cultivation facility in Massachusetts. Under the forbearance agreement, the Company provided forbearance of delinquent rent and received warrants. The warrants are accounted for under ASC 321. The Company elected to use the measurement alternative to value its investment in warrants, as the fair value was not readily determinable. The warrants were initially recorded at cost, reviewed quarterly for impairment, and classified as 'Other Assets' in the consolidated balance sheet during the year ended December 31, 2023. The cost of $522 thousand was determined based on the implied recapitalized equity value of Revolutionary Clinics.

In the fourth quarter of 2024, the Company conducted a qualitative assessment considering impairment indicators to evaluate whether the investment in the warrants was impaired. The assessment determined that the investment was impaired based on Revolutionary Clinics being placed in receivership, which raised significant concerns about its ability to continue as a going concern. The Company determined there was no value in the warrants, as there were insufficient assets to cover their liabilities, and recorded an impairment loss of $522 thousand in the consolidated statement of operations.

Note 11 -Stockholder’s Equity

Preferred Stock

As of December 31, 2025 and 2024, the Company had 100,000,000 shares of preferred stock authorized and 0 shares of Series A preferred stock outstanding.

Note 11 - Stockholder’s Equity (continued)

Common Stock

As of December 31, 2025 and 2024, the Company had 400,000,000 shares of common stock authorized and 20,552,632 and 20,514,583 shares, respectively, of common stock issued and outstanding. Common stock is issued at a par value of $0.01 per share.

Stock Repurchase Program

The Company maintains a stock repurchase program authorized by its board of directors, permitting the repurchase of up to $10.0 million of the Company’s outstanding common stock. On November 19, 2024, the board of directors extended the duration of the existing authorization through December 31, 2026. Repurchases may be made in the open market, through privately negotiated transactions, or pursuant to a trading plan adopted in accordance with Rule 10b‑18 of the Securities Exchange Act of 1934. The program does not obligate the Company to repurchase any specific amount of common stock and may be suspended or discontinued at any time. The timing, price, and amount of any repurchases will depend on market conditions, the Company’s liquidity, applicable legal requirements, and other factors

The Company didnot acquire any shares of common stock pursuant to the stock repurchase plan during the years December 31, 2025 and 2024. The remaining availability under the stock repurchase program as of December 31, 2025 was approximately $8.2 million.

At the Market Equity Program

On June 10, 2024, the Company entered into an Equity Distribution Agreement (the "EDA"), relating to shares of its common stock, $0.01 par value per share, pursuant to an “At The Market” (“ATM”) offering program. On November 19, 2024, the Company entered into another Equity Distribution Agreement (collectively the “EDAs”) related to its ATM program to add an additional sales agent. In accordance with the terms of the EDAs, the Company may offer and sell shares of its common stock having an aggregate offering amount of up to $50.0 million from time to time through a sales agent.

Sales of the shares of the Company's common stock, if any, may be made in negotiated transactions or by means of ordinary brokers’ transactions on the OTCQX at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices or through a market maker other than on an exchange, directly on or through any other existing trading market or by any other method permitted by law, including but not limited to in privately negotiated transactions and in block trades.

Total compensation payable to the sales agent for its services acting as an agent, principal and/or advisor, as applicable, will not exceed 2.0% of the gross sales price per share for any shares of common stock sold from time to time under the EDAs. Under the terms of the EDAs, the Company may also sell its common stock to the sales agent as principal for its own account at a price agreed upon at the time of sale.

As of December 31, 2025 and 2024, no shares of common stock had been issued under the ATM program.

Note 11 - Stockholder’s Equity (continued)

The following tables describe the cash dividends declared on the Company’s common stock and vested RSUs and in the Company’s capacity as general partner of the operating partnership, authorized distributions on our LPI Units declared by the Company during the years ended December 31, 2025 and 2024:

Note 12 -Earnings Per Share

The following table presents the computation of basic and diluted earnings per share (in thousands, except share data):

Note 12 - Earnings Per Share (continued)

During the year ended December 31, 2025, the Company included the effect of LPI Units, PSUs (on the grant where the performance hurdles had been met as of performance period ending December 31, 2025), and unvested RSUs in the calculation of weighted average shares of common stock outstanding – diluted. However, the effect of 791,790 and 602,392 outstanding stock options and warrants, respectively, were excluded from the calculation as their inclusion would have been anti-dilutive. The effect of 76,992 outstanding PSUs were not included in the calculation of diluted earnings per share because it was uncertain whether the market conditions for the PSUs would have been met as of December 31, 2025.

During the year ended December 31, 2024, the Company included the effect of LPI Units, PSUs (on the grant where the performance hurdles had been met as of performance period ending December 31, 2024) and unvested RSUs in the calculation of weighted average shares of common stock outstanding – diluted. However, the effect of 791,790 and 602,392 outstanding stock options and warrants, respectively, were excluded from the calculation as their inclusion would have been anti-dilutive. The effect of 111,539 outstanding PSUs were not included in the calculation of diluted earnings per share because it was uncertain whether the market conditions for the PSUs would have been met as of December 31, 2024.

Note 13 -Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standards describe three levels of inputs that may be used to measure fair value:

Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Includes other inputs that are directly or indirectly observable in the marketplace.

Level 3 – Unobservable inputs that are supported by little or no market activities, therefore requiring an entity to develop its own assumptions.

The following table presents the carrying value and estimated fair value of financial instruments as of December 31, 2025 and 2024 (in thousands):

(1) The fair value measurement of the $5.0 million Loan Receivable is based on unobservable inputs, and as such, is classified as Level 3. The carrying value as of December 31, 2025 and 2024, reflects the provision for current expected credit loss of $71 thousand and $116 thousand, respectively.

(2) The fair value measurement of the Company’s Revolving Credit Facility and Loan Payable is based on observable inputs, and as such, are classified as Level 2.

As of December 31, 2024, the Company’s investment in warrants was valued based on the initial investment, less impairment. The Company determined that the investment was impaired as of December 31, 2024, and recorded an impairment loss (see “Note 10 - Warrants” for further details). Since these securities are not actively traded, the Company applies a valuation adjustment when relevant indicators become available. Therefore, these securities were classified as Level 3 of the fair value hierarchy.

Note 13 - Fair Value Measurements (continued)

As of December 31, 2025 and 2024, the carrying amounts of financial instruments such as cash and cash equivalents, other assets, accounts payable and accrued expenses, and other liabilities approximate their fair values due to the generally short-term nature and the market rates of interest of these instruments. As such, these financial instruments are classified as Level 1.

Note 14 -Income Taxes

As a REIT, the Company is not subject to federal income tax to the extent that it makes qualifying distributions to its stockholders, and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution, and stock ownership tests. The state and local tax jurisdictions for which the Company is subject to tax-filing obligations recognize the Company’s status as a REIT, and therefore, the Company generally does not pay income tax in such jurisdictions. The Company may, however, be subject to certain minimum state and local tax filing fees as well as certain excise, franchise, or business taxes.

Taxable REIT Subsidiaries

The Company may conduct some of its operations through a domestic subsidiary that jointly elects to be a Taxable REIT Subsidiary (“TRS”) of the Company. The TRS is subject to U.S. federal, state and local corporate income taxes at the current federal statutory rate of 21%. The Company’s effective tax rate differs from its combined U.S. federal, state and local corporate statutory tax rate primarily due to income earned at the REIT, which is not subject to tax, due to the deduction for qualifying distributions made by the Company. For the years ended December 31, 2025 and 2024, the TRS had very limited activity and did not generate taxable income.

Note 15 -Commitments and Contingencies

As of December 31, 2025, the Company had aggregate unfunded commitments to invest approximately $0.4 million to develop and improve of our existing dispensary in Ohio. Refer to Note 3 - “Real Estate” for further details on the Company’s commitments.

As of December 31, 2025, the Company is the lessee underone office lease. Refer to Note 4 - “Leases” for further information.

The Company owns a portfolio of properties that it leases to entities which cultivate, harvest, process and distribute cannabis. Cannabis is an illegal substance under the Controlled Substances Act. Although the operations of the Company’s tenants are legalized in the states and local jurisdictions in which they operate, the Company and its tenants are subject to certain risks and uncertainties associated with conducting operations subject to conflicting federal, state and local laws in an industry with a complex regulatory environment which is continuously evolving. These risks and uncertainties include the risk that the strict enforcement of federal laws regarding cannabis would likely result in the Company’s inability, and the inability of its tenants, to execute their respective business plans.

The Company may from time to time, be a party to legal proceedings, which arise in the ordinary course of our business. Though the results of any such proceedings, claims, inquiries, and investigations may not be predicted with certainty, the Company does not believe that the final outcome of any such matters is reasonably likely to have a material adverse effect on our business, financial condition, or results of operations.

Note 16 -Segment Information

The Company specializes in long-term, single-tenant, triple-net sale leaseback and build-to-suit projects located in the United States within the regulated cannabis industry. The Company’s properties are aggregated intoone reportable segment due to their similarities: they are leased to state-licensed operators on a long-term triple-net

Note 16 - Segment Information (continued)

basis, and consist of improvements that are reusable and share similar economic characteristics. The CODM is the Company’s President and Chief Executive Officer. The CODM regularly reviews consolidated financial information and performance used to make decisions about the Company as a whole and without distinguishing or grouping of operations based on asset type, revenue, geographic location, tenant or other factors. Accordingly, for disclosure purposes, the Company has a single reportable segment, which is reported on the Company’s consolidated financial statements, and includes all significant segment expense and assets.

The CODM evaluates performance and allocates resources based on revenue, income from operations and net income as reported in the consolidated statements of operations. The Company’s revenues are primarily derived from the long-term, triple-net leases that the Company executes with tenants. These revenues are derived from operating leases which are classified in “Rental Income” and “Fees and Reimbursables” on our consolidated statements of operations. Since these leases are triple-net, property-level expenses are generally either the responsibility of the tenant or reimbursed to the Company. As such, the CODM does not regularly assess property-specific revenue or expense metrics in the evaluation of performance.

Total expenditures for long-lived assets are reported on the consolidated statements of cash flows. The CODM does not regularly review measures of assets to evaluate performance. The CODM reviews consolidated net income to evaluate income generated from assets (return on assets) in deciding whether to reinvest profits to grow the property portfolio or deploy income into other aspects of the Company, such as to repay debt, buy back common stock under the share repurchase program or pay dividends.

Note 17 -Subsequent Events

The Company has completed an evaluation of all subsequent events through the filing of this Annual Report on Form 10-K to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements and events which occurred but were not recognized in the consolidated financial statements. The Company has concluded that no material subsequent events have occurred that requires disclosure.