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NewLake Capital Partners, Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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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.

Sep 30, 2026 · Filed Nov 5, 2026

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Item 2. Results of Operations

General

During the three months ended September 30, 2026, we derived substantially all of our revenue from rental income generated by 32 properties, each leased to a single tenant under a triple‑net lease. We continue to market our three available cultivation facilities located in Pottsville, Pennsylvania; Sparks, Nevada; and Fitchburg, Massachusetts, for lease and are actively seeking replacement tenants. As of September 30, 2026, we had a strong balance sheet with no leverage and an annualized general and administrative expense ratio was 1.3% of total assets.

Comparison of the three months ended September 30, 2026 and 2025 (in thousands):

Three Months Ended September 30, · Increase/(Decrease)
20262025Q3'26 vs Q3'25
Revenue:
Rental Income$11,828$12,335$(507)
Interest Income from Loans1381371
Fees and Reimbursables58115(57)
Total Revenue12,02412,587(563)
Expenses:
Reimbursable Property Expenses48462
Property Carrying Costs276145131
Depreciation and Amortization Expense5,7243,8741,850
General and Administrative Expenses:
Compensation Expense94393310
Professional Fees3373343
Other General and Administrative Expenses36735017
Total General and Administrative Expenses1,6471,61730
Total Expenses7,6955,6822,013
Loss on Sale of Real Estate———
Provision for Current Expected Credit Loss911(2)
Income From Operations4,3386,916(2,578)
Other Income (Expense):
Other Income5697(41)
Interest Expense(146)(232)86
Total Other Income (Expense)(90)(135)45
Net Income4,2486,781(2,533)
Net Income Attributable to Noncontrolling Interests(72)(115)43
Net Income Attributable to Common Stockholders$4,176$6,666$(2,490)

Revenues

Rental income for the three months ended September 30, 2026 decreased by approximately $0.5 million, to approximately $11.8 million, compared to approximately $12.3 million for the three months ended September 30, 2025. The decrease in rental income was primarily attributable to:

Approximately $0.1 million of lower rental income related to our Fitchburg, Massachusetts cultivation facility, which became available for lease following the departure of the tenant in July 2025.

Approximately $0.8 million of lower rental income related to two cultivation facilities located in Sparks, Nevada and Pottsville that became available for lease following the departure of the tenant in August 2025.

The decreases in rental income described above were partially offset by:

Annual rent escalations across our portfolio, which increased rental income by approximately $0.3 million during the three months ended September 30, 2026.

A full quarter of rental income associated with funded improvement allowances at our two Ohio dispensaries and rental income generated from the Kentucky property acquired in August 2026.

Interest Income from Loans

Interest income from loans increased slightly due to the annual rate adjustment on our one loan receivable.

Fees and Reimbursables

Fees and reimbursables decreased slightly due to timing of revenue reimbursements during the three months ended September 30, 2026, compared to the three months ended September 30, 2025.

Expenses

Reimbursable Property Expenses

Reimbursable property expenses for the three months ended September 30, 2026 remained relatively flat quarter over quarter. From time to time, we may pay certain property-level expenses on behalf of tenants that are reimbursable to us. Accordingly, fluctuations between periods primarily reflect the nature and amount of expenses paid on behalf of tenants during the period and are not indicative of a recurring expense trend.

Property Carrying Costs

Property carrying costs represent expenses incurred to maintain properties that are available for lease. These costs generally include real estate taxes, utilities, property management fees, security, and other expenses necessary to keep the properties functional and marketable. During the three months ended September 30, 2026, we incurred approximately $0.3 million of property carrying costs related to three cultivation facilities located in Fitchburg, Massachusetts; Pottsville, Pennsylvania; and Sparks, Nevada that were available for lease during the period. We incurred approximately $0.1 million of property carrying costs during the three months ended September 30, 2025, as tenant departures occurred at various times during the period, resulting in costs that did not reflect a full quarter of holding expenses.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended September 30, 2026 increased by approximately $1.9 million to approximately $5.7 million, compared to approximately $3.9 million for the three months ended September 30, 2025. The increase was attributable to $1.9 million of accelerated amortization of an in-place lease intangible resulting from a revision to its remaining useful life following the execution of a lease termination agreement with the associated tenant.

General and Administrative Expenses

Total general and administrative expenses remained relatively flat quarter over quarter. Total general and administrative expense is described below by category.

Compensation expense includes salaries and benefits for directors, employees and officers, as well as stock-based compensation. Compensation expense remained relatively flat quarter over quarter.

Professional Fees

Professional fees generally include fees paid for audit, tax, legal and consulting services. Professional fees remained relatively flat quarter over quarter.

Other General and Administrative Expenses

Other general and administrative expenses remained relatively flat quarter over quarter.

Provision for Current Expected Credit Loss

Provision for current expected credit loss remained relatively flat quarter over quarter.

Other Income (Expense)

Other Income

Other income, which is mainly comprised of interest income remained relatively flat quarter over quarter.

Interest Expense

Interest expense decreased by approximately $86 thousand to $146 thousand for the three months ended September 30, 2026, compared to $232 thousand for the three months ended September 30, 2025, primarily due to a 100 basis-point reduction in the applicable interest rate on our Revolving Credit Facility pursuant to the August 2026 amendment and the repayment of outstanding borrowings in September 2026.

Comparison of the nine months ended September 30, 2026 and 2025 (in thousands):

Nine Months Ended September 30, · Increase/(Decrease)
202620252026 vs 2025
Revenue:
Rental Income$35,376$37,485$(2,109)
Interest Income from Loans4154087
Fees and Reimbursables629835(206)
Total Revenue36,42038,728(2,308)
Expenses:
Reimbursable Property Expenses434713(279)
Property Carrying Costs643150493
Depreciation and Amortization Expense13,45411,6341,820
General and Administrative Expenses:
Compensation Expense2,9022,80894
Professional Fees1,2471,137110
Other General and Administrative Expenses1,2841,314(30)
Total General and Administrative Expenses5,4335,259174
Total Expenses19,96417,7562,208
Loss on Sale of Real Estate—(34)34
Provision for Current Expected Credit Loss2934(5)
Income From Operations16,48520,972(4,487)
Other Income (Expense):
Other Income208274(66)
Interest Expense(576)(616)40
Total Other Income (Expense)(368)(342)(26)
Net Income16,11720,630(4,513)
Net Income Attributable to Noncontrolling Interests(271)(348)77
Net Income Attributable to Common Stockholders$15,846$20,282$(4,436)

Revenues

Rental income for the nine months ended September 30, 2026 decreased by approximately $2.1 million to approximately $35.4 million, compared to approximately $37.5 million for the nine months ended September 30, 2025. The decrease in rental income was primarily attributable to:

Approximately $0.9 million of lower rental income related to our Fitchburg, Massachusetts cultivation facility, which became available for lease following the departure of the tenant in July 2025.

Approximately $2.3 million of lower rental income related to our cultivation facilities located in Sparks, Nevada and Pottsville, Pennsylvania, which became available for lease following the departure of the tenant in August 2025.

The decreases in rental income described above were partially offset by increases primarily attributable to:

Annual rent escalations across our portfolio, which increased rental income by approximately $0.9 million of rental income during the nine months ended September 30, 2026.

A full nine months of rental income from two dispensaries acquired in Ohio during 2025, rental income associated with improvement allowances funded at both Ohio dispensaries, and rental income from the Kentucky property acquired in August 2026, which together increased rental income by approximately $0.1 million during the nine months ended September 30, 2026.

Interest Income from Loans

Interest income from loans increased slightly due to the annual interest rate increase on our one loan receivable.

Fees and Reimbursables

Fees and reimbursables for the nine months ended September 30, 2026 decreased by approximately $206 thousand, to approximately $629 thousand, from approximately $835 thousand for the nine months ended September 30, 2025, primarily due to timing of revenue reimbursements between periods.

Expenses

Reimbursable Property Expenses

For the nine months ended September 30, 2026, reimbursable property expenses decreased by approximately $0.3 million to approximately $0.4 million compared to approximately $0.7 million for the nine months ended September 30, 2025. In certain circumstances we will pay for select expenses on behalf of the tenant with the tenant being obligated to reimburse us. Accordingly, fluctuations between periods primarily reflect the nature and amount of expenses paid on behalf of tenants during the period and are not indicative of a recurring expense trend.

Property Carrying Costs

Property carrying costs represent expenses incurred to maintain properties that are available for lease. These costs generally include real estate taxes, utilities, property management fees, security, and other expenses needed to keep the properties functional and marketable for leasing. During the nine months ended September 30, 2026, we incurred approximately $0.6 million of property carrying costs related to three cultivation facilities located in Fitchburg, Massachusetts; Pottsville, Pennsylvania; and Sparks, Nevada that were available for lease during the period. We incurred approximately $0.2 million of property carrying costs during the nine months ended September 30, 2025, as tenant departures occurred at various times during the period, resulting in costs that did not reflect a full nine months of holding expenses.

Depreciation and Amortization Expense

Depreciation and amortization expense for the nine months ended September 30, 2026 increased by approximately $1.8 million to approximately $13.5 million, compared to approximately $11.6 million for the nine months ended September 30, 2025. The increase was attributable to $1.9 million of accelerated amortization of an in-place lease intangible resulting from a revision to its remaining useful life following the execution of a lease termination agreement with the associated tenant.

General and Administrative Expenses

The increase in general and administrative expense is described below by category.

Compensation expense includes salaries and benefits for directors, employees and officers, as well as stock-based compensation. For the nine months ended September 30, 2026, compensation expense increased by approximately $0.1 million to approximately $2.9 million compared to approximately $2.8 million for the nine months ended September 30, 2025. The increase was primarily attributable to annual merit-based salary increases and stock-based compensation expense associated with annual stock grants, partially offset by an employee resignation in May 2025 and a director separation in July 2026.

Professional Fees

Professional fees generally include fees paid for audit, tax, legal and consulting services. For the nine months ended September 30, 2026, professional fees increased by approximately $0.1 million, to approximately $1.2 million compared to approximately $1.1 million for the nine months ended September 30, 2025. The increase was primarily attributable to higher consulting and legal costs associated with corporate initiatives and efforts related to our portfolio.

Other General and Administrative Expenses

Other general and administrative expenses remained relatively flat year over year.

Loss on Sale of Real Estate

There were no property sales or exchanges during the nine months ended September 30, 2026. During the nine months ended September 30, 2025, we recognized a de minimis loss on sale of real estate in connection with the Mokena/Brookville like-kind exchange, reflecting the difference between the carrying value of the Mokena property and the fair value allocation of the Brookville property received.

Provision for Current Expected Credit Loss

Provision for current expected credit loss remained relatively flat year over year.

Other Income (Expense)

Other Income

Other income, which is mainly comprised of interest income decreased slightly year over year.

Interest Expense

Interest expense decreased modestly for the nine months ended September 30, 2026, primarily due to a 100 basis-point reduction in the applicable interest rate on our Revolving Credit Facility pursuant to the August 2026 amendment and the repayment of outstanding borrowings in September 2026.

Non-GAAP Financial Information and Other Metrics

Funds from Operations and Adjusted Funds from Operations

Funds from Operations ("FFO") and Adjusted Funds from Operations ("AFFO") are non-GAAP financial measures and should not be viewed as alternatives to net income calculated in accordance with GAAP as a measurement of our operating performance. We believe that FFO and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs.

We calculate FFO in accordance with the current National Association of Real Estate Investment Trusts ("NAREIT") definition. NAREIT currently defines FFO as follows: net income (loss) (computed in accordance with GAAP) excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by an entity. Other REITs may not define FFO in accordance with the NAREIT definition or may interpret the current NAREIT definition differently than we do and therefore our computation of FFO may not be comparable to such other REITs.

We calculate AFFO by starting with FFO and adjusting for non-cash and certain non-recurring transactions, including non-cash components of compensation expense and the effect of provisions for credit losses. Other REITs may not define AFFO in the same manner as we do and therefore our calculation of AFFO may not be comparable to such other REITs. You should not consider FFO and AFFO to be alternatives to net income as a reliable measure of our operating performance; nor should you consider FFO and AFFO to be alternatives to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity.

The table below is a reconciliation of net income attributable to common stockholders to FFO and AFFO for the three and nine months ended September 30, 2026 and 2025 (in thousands):

For the Three Months Ended September 30,For the Nine Months Ended September 30,
2026202520262025
Net Income Attributable to Common Stockholders$4,176$6,666$15,846$20,282
Net Income Attributable to Noncontrolling Interests72115271348
Net Income4,2486,78116,11720,630
Adjustments:
Real Estate Depreciation and Amortization5,7203,87013,44111,621
Loss on Sale of Real Estate———34
FFO Attributable to Common Stockholders - Diluted9,96810,65129,55832,285
Provision for Current Expected Credit Loss(9)(11)(29)(34)
Stock-Based Compensation324316971750
Non-cash Interest Expense5067185202
Amortization of Straight-line Rent Expense(1)(1)(2)(4)
AFFO Attributable to Common Stockholders - Diluted$10,332$11,022$30,683$33,199

Liquidity and Capital Resources

Our primary liquidity requirements include the payment of dividends to our shareholders, distributions to holders of LPI Units ("LPI Unitholders"), general and administrative expenses, debt service obligations, capital expenditures related to our existing portfolio, and funding for acquisitions and unfunded improvement commitments. We expect to meet these obligations through a combination of cash flows generated from operations, borrowings under our Revolving Credit Facility, and access to capital markets, including issuances under our at-the-market equity program ("ATM Program"), subject to availability and market conditions. Where appropriate, we also may issue LPI Units as consideration for property acquisitions to facilitate tax-deferred transactions for sellers.

As of September 30, 2026, our liquidity total included $17.9 million of cash and cash equivalents and $90.0 million available under our Revolving Credit Facility, subject to customary lender approval for borrowings in excess of $30.0 million in aggregate principal amount. As of September 30, 2026, we had no borrowings outstanding under the facility.

Based on our current projections, we believe that cash flows from continuing operations over the next twelve months, together with existing cash on hand and available borrowing capacity, will be sufficient to fund our operating activities, pay dividends to shareholders and make required distributions to LPI Unitholders. Acquisitions and unfunded improvement commitments may require funding from borrowings, equity issuances and/or issuances of LPI Units. We may utilize a combination of these funding sources depending on market conditions and capital availability.

Summary of Cash Flows

The following summary discussion of our cash flows is based on the consolidated statements of cash flows in our consolidated financial statements and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below (in thousands):

For the Nine Months Ended September 30,
20262025
Net Cash Provided by Operating Activities$30,439$32,365
Net Cash Used in Investing Activities$(675)$(785)
Net Cash Used in Financing Activities$(35,841)$(28,224)
Cash and Cash Equivalents - End of Period$17,860$23,569

Net Cash Provided by Operating Activities:

Net cash provided by operating activities for the nine months ended September 30, 2026 and 2025 was approximately $30.4 million and $32.4 million, respectively. Operating cash flows in both periods were primarily related to contractual rent received from our properties, partially offset by our general and administrative expenses and property carrying costs.

Net Cash Used in Investing Activities:

Net cash used in investing activities during the nine months ended September 30, 2026 and 2025 was approximately $0.7 million and $0.8 million, respectively. Net cash used in investing activities during 2026 was comprised of approximately $0.6 million for a Kentucky property acquisition and approximately $0.4 million to fund an improvement allowance at a dispensary in Ohio, partially offset by approximately $0.3 million from principal repayment collected on our loan receivable. Cash used in investing activities during 2025 was primarily related to the purchase of two dispensaries in Ohio.

Net Cash Used in Financing Activities:

Net cash used in financing activities for the nine months ended September 30, 2026 and 2025 was approximately $35.8 million and $28.2 million, respectively. Financing cash outflows in both periods primarily consisted of dividend payments, distributions to holders of LPI Units and cash paid for taxes in lieu of issuing common stock upon the vesting of RSUs and PSUs. Higher financing cash outflows in 2026 primarily resulted from the cash settlement of RSUs, repayment of borrowings under our Revolving Credit Facility and deferred financing costs incurred in connection with amending our Revolving Credit Facility while 2025 included the cash settlement of PSUs and cash redemptions of LPI Units.

To maintain our qualification as a REIT, U.S. federal income tax law generally requires that we distribute at least 90% of our REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding capital gains. We must pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our taxable income. We evaluate each quarter to determine our ability to pay dividends to our stockholders based on our net taxable income if and to the extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service payments. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution.

As a result of this distribution requirement, our Operating Partnership cannot rely on retained earnings to fund its ongoing operations to the same extent that other companies whose parent companies are not REITs can. During the nine months ended September 30, 2026, we declared and our board of directors approved, cash dividends on our common stock and restricted stock units and in our capacity as general partner of our Operating Partnership, we authorized distributions on our LPI Units totaling $1.29 per share.

During the nine months ended September 30, 2025, we declared and our board of directors approved, cash dividends on our common stock and restricted stock units and in our capacity as general partner of the Operating Partnership, we authorized distributions on our LPI Units of $1.29 per share.

Contractual Obligations and Commitments

Unfunded Commitments

As of September 30, 2026, we had aggregated unfunded commitments of approximately $1.6 million to develop a dispensary in Kentucky.

Corporate Office Lease

As of September 30, 2026, we were the lessee under one office lease which had an initial term of four years and was amended on November 20, 2025, to extend the initial term for one year ending August 31, 2027. The lease is subject to annual escalations and the annual rent payments range from approximately $72 thousand in year one to approximately $85 thousand in year five. The office lease has a remaining weighted average term of approximately 0.92 years.

Effective August 2026, the Revolving Credit Facility was amended and borrowings thereunder bear interest at a variable rate based upon the greater of (a) the Prime Rate published in the Wall Street Journal (Western Edition) or (b) 6.25%. As of September 30, 2026, we had no borrowings outstanding under the facility. Refer to Note 6 - "Financings" for additional details.

Adoption of New or Revised Accounting Standards

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we: (i) are no longer an emerging growth company; or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Interest Rate Risk

Interest rates are influenced by a range of factors. We are exposed to interest rate risk through our Revolving Credit Facility, which bears a floating interest rate indexed to the Prime Rate published in the Wall Street Journal (Western Edition). As of September 30, 2026, we had no borrowings outstanding under the facility. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the greater of the Prime Rate or 6.25%. Accordingly, our effective interest rate remains subject to future fluctuations in benchmark rates. To manage this exposure, we may evaluate the use of interest rate derivative instruments or other hedging strategies.

Impact of Inflation

As of September 30, 2026, inflation remained elevated with the CPI rising approximately 3.7% over the trailing twelve month period. This reflects a modest increase compared to the 3.0% inflation rate recorded during the trailing twelve months period ended September 30, 2025. While inflation continues to trend downward from the peaks of 2022, it remains above the Federal Reserve's long-term 2% target.

We enter into leases that generally provide for annual fixed increases in rent at a predetermined rate. In some instances, leases provide for annual increases in rent based on the increase in the CPI. We expect these lease provisions to result in rent increases over time. During periods when inflation exceeds the rent increases stipulated in the leases, rent increases may not keep pace with the rate of inflation.

Seasonality

Our business is not, and we do not expect our business to be, subject to material seasonal fluctuations.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.