Orion Properties Inc.

Previous wording

•our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms and in a timely manner, or at all, or that the lenders may seek to enforce their remedies due to the existing payment default under the Unconsolidated Joint Venture mortgage notes;

Current wording

•our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms and in a timely manner, or at all;

Previous wording

•risks accompanying our investment in and the management of OAP/VER Venture, LLC (the “Unconsolidated Joint Venture”), our unconsolidated joint venture, in which we hold a non-controlling ownership interest, including that our joint venture partner may be unable or unwilling to contribute its share of capital requirements and we may be unable to recover our investment in the Unconsolidated Joint Venture;

Current wording

•risks accompanying our investment in and the management of OAP/VER Venture, LLC (the “Unconsolidated Joint Venture”), our unconsolidated joint venture, in which we hold a non-controlling ownership interest, including that the Unconsolidated Joint Venture may be unable to extend or refinance all or any portion of its mortgage debt obligations which are subject to an ongoing payment default that occurred at maturity or complete the disposition of the six joint venture properties on favorable terms or in a timely manner, or at all, or that the lenders may seek to enforce their remedies due to the ongoing payment default under the Unconsolidated Joint Venture Mortgage debt, and we may be unable to recover our original investment in the Unconsolidated Joint Venture, which we have written down to zero or, in the case of the Member Loan, fully reserved accordingly;

Previous wording

Historically, the we have included our proportionate share of the Unconsolidated Joint Venture’s financial statement line items and operating metrics in our non-GAAP financial results and other operating metrics. This includes among other line items and metrics, our proportionate share of annualized base rent, occupied square feet, rentable square feet and weighted average remaining lease term from the six Unconsolidated Joint Venture properties. Due to the uncertainty with regard to the recovery of our investment in the Unconsolidated Joint Venture, beginning January 1, 2026, we will no longer include the proportionate share of the joint venture’s financial statement line items and operating metrics in our non-GAAP financial results and other operating metrics.

Current wording

Historically, we have included our proportionate share of the Unconsolidated Joint Venture’s financial statement line items and operating metrics in our non-GAAP financial results and other operating metrics. This includes among other line items and metrics, our proportionate share of annualized base rent, occupied square feet, rentable square feet and weighted average remaining lease term from the Unconsolidated Joint Venture properties. Due to the uncertainty with regard to the recovery of our investment in the Unconsolidated Joint Venture, beginning January 1, 2026, we no longer include the proportionate share of the joint venture’s financial statement line items and operating metrics in our non-GAAP financial results and other operating metrics.

Previous wording

Also on January 26, 2026, pursuant to the Cooperation Agreement, we commenced a review of strategic options for the Company, which review may include, without limitation, the consideration of potential acquisition and merger targets, the potential sale of the Company and continuing to operate as an independent publicly traded entity. The Cooperation Agreement does not obligate the Company to pursue or consummate any such transaction or require our Board of Directors to take any action that it determines in good faith is inconsistent with its duties under applicable law.

Current wording

Also on January 26, 2026, pursuant to the Cooperation Agreement, we commenced a review of strategic options for the Company, which review may include, without limitation, the consideration of potential acquisition and merger targets, the potential sale of the Company and continuing to operate as an independent publicly traded entity. As of August 6, 2026, the strategic options review process remains ongoing as we continue to actively engage with several parties. We cannot provide any assurance that these discussions will lead to any actionable proposal. The Cooperation Agreement does not obligate the Company to pursue or consummate any transaction or require our Board of Directors to take any action that it determines in good faith is inconsistent with its duties under applicable law.

Previous wording

As of March 31, 2026, we owned and operated 59 operating properties with an aggregate of 6.6 million leasable square feet and annualized base rent of $115.2 million, located within 27 states and an occupancy rate of 83.1% and a weighted average remaining lease term of 5.9 years. As of March 31, 2026, we had six non-operating properties, all of which were sold during April 2026.

Current wording

As of June 30, 2026, we owned and operated 57 operating properties with an aggregate of 6.4 million leasable square feet and annualized base rent of $108.0 million, located within 26 states with an occupancy rate of 78.1% and a weighted average remaining lease term of 6.2 years.

Previous wording

Our operating results depend primarily upon generating rental revenue from the properties in our portfolio. The amount of rental revenue generated by these properties is affected by our ability to maintain or increase occupancy levels, which will depend upon our ability to re-lease expiring space at favorable rates (see “Economic Environment and Tenant Retention” below). In addition, we have agreed to provide rent concessions to tenants and incur leasing costs with respect to our properties, including amounts paid directly to tenants to improve their space and/or building systems, or tenant improvement allowances, landlord agreements to perform and pay for certain improvements, and leasing commissions, and we anticipate we will continue to do so in future periods (see “Leasing Activity and Capital Expenditures” below).

Current wording

Our operating results depend primarily upon generating rental revenue from the properties in our portfolio. The amount of rental revenue generated by these properties is affected by our ability to maintain or increase occupancy levels, which will depend upon our ability to re-lease expiring space and lease up vacant space at favorable rates (see “Economic Environment and Tenant Retention” below). In addition, we have agreed to provide rent concessions to tenants and incur leasing costs with respect to our properties, including amounts paid directly to tenants to improve their space and/or building systems, or tenant improvement allowances, landlord agreements to perform and pay for certain improvements, and leasing commissions, and we anticipate we will continue to do so in future periods (see “Leasing Activity and Capital Expenditures” below).

Previous wording

Our portfolio comprises primarily single-tenant leases, and tenant retention remains a significant challenge, as we have faced and will continue to face significant lease expirations the next few years. For example, leases representing approximately 9.7% and 11.7% of our annualized base rent are scheduled to expire during the remainder of 2026 and in 2027, respectively, and we may be unable to renew leases or find replacement tenants. Certain changes in office space utilization, including increased remote and hybrid work arrangements and tenants consolidating their real estate footprint, continue to impact the office leasing market. The utilization and demand for office space continue to face headwinds and the duration and ultimate impact of current trends on the demand for office space at our properties remains uncertain and subject to change. Accordingly, we do not yet know what the full extent of the impacts will be on our or our tenants’ businesses and operations or the long-term outlook for leasing our properties. Higher interest rates, inflationary pressures, geopolitical hostilities and tensions, changes in United States trade policy and the imposition of new tariffs and concerns that the United States economy may enter an economic recession have caused disruptions in the financial markets; in addition, the impact of a future prolonged federal government shutdown, similar to the shutdown that began in the third quarter of 2025 and the partial shutdown that began in the first quarter of 2026, may cause increased government budgetary pressures and uncertainty surrounding budgetary priorities. These factors could adversely affect our and our tenants’ financial condition and the ability or willingness of our current and prospective tenants to renew their leases, enter into new leases or pay rent to us.

Current wording

Our portfolio comprises primarily single-tenant leases, and tenant retention remains a significant challenge, as we have faced and will continue to face significant lease expirations the next few years. For example, leases representing approximately 3.8% and 10.5% of our annualized base rent are scheduled to expire during the remainder of 2026 and in 2027, respectively, and we may be unable to renew leases or find replacement tenants. Certain changes in office space utilization, including increased remote and hybrid work arrangements and tenants consolidating their real estate footprint, continue to impact the office leasing market. The utilization and demand for office space continue to face headwinds and the duration and ultimate impact of current trends on the demand for office space at our properties remains uncertain and subject to change. Accordingly, we do not yet know what the full extent of the impacts will be on our or our tenants’ businesses and operations or the long-term outlook for leasing our properties. Higher interest rates, inflationary pressures, geopolitical hostilities and tensions, changes in United States trade policy and the imposition of new tariffs and concerns that the United States economy may enter an economic recession have caused disruptions in the financial markets; in addition, the impact of a future prolonged federal government shutdown, similar to the shutdown that began in the third quarter of 2025 and the partial shutdown that began in the first quarter of 2026, may cause increased government budgetary pressures and uncertainty surrounding budgetary priorities. These factors could adversely affect our and our tenants’ financial condition and the ability or willingness of our current and prospective tenants to renew their leases, enter into new leases or pay rent to us.

Previous wording

As of March 31, 2026, 69.2%, 24.6% and 6.2% of our properties by rentable square feet were classified as class A, class B and class C, respectively, as determined primarily by the most recent appraisals of the properties. As of March 31, 2026, our class B and class C properties collectively included the following 10% or greater geographic concentrations and property type concentrations as measured by rentable square feet:

Current wording

As of June 30, 2026, 69.7%, 25.7% and 4.6% of our properties by rentable square feet were classified as class A, class B and class C, respectively, as determined primarily by the most recent appraisals of the properties. As of June 30, 2026, our class B and class C properties collectively included the following 10% or greater geographic concentrations and property type concentrations as measured by rentable square feet:

Previous wording

We are also a “smaller reporting company” as defined in Regulation S-K under the Securities Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company and as such may elect to take advantage of certain scaled disclosures available to smaller reporting companies.

Current wording

We are also a “smaller reporting company” as defined in Regulation S-K under the Securities Act and will retain such status as of December 31, 2026, even though we will no longer be an emerging growth company. As such, we may elect to take advantage of certain scaled disclosures available to smaller reporting companies.

Previous wording

The consolidated financial statements of the Company for the three months ended March 31, 2026 and 2025, include the accounts of the Company and its consolidated subsidiaries, including Orion OP, and a consolidated joint venture. All intercompany transactions have been eliminated upon consolidation.

Current wording

The consolidated financial statements of the Company for the three and six months ended June 30, 2026 and 2025, include the accounts of the Company and its consolidated subsidiaries, including Orion OP, and a consolidated joint venture. All intercompany transactions have been eliminated upon consolidation.

Previous wording

•During the three months ended March 31, 2026, we completed approximately 355,000 square feet of lease extensions and new leases across three different properties and a weighted average lease term of 7.8 years.

Current wording

•During the six months ended June 30, 2026, we completed approximately 557,000 square feet of lease extensions and new leases across seven different properties and a weighted average lease term of 6.9 years.

Previous wording

•Subsequent to the three months ended March 31, 2026, we closed on the sale of the 37.4 acre Deerfield, Illinois properties for a gross sales price of $13.1 million, where we completed the demolition of the six buildings during the three months ended December 31, 2025, and the 120,000 square foot property in Glen Burnie, Maryland for a gross sales price of $22.5 million.

Current wording

•During the six months ended June 30, 2026, we closed on the sale of four properties and the 37.4 acre Deerfield, Illinois properties for an aggregate gross sales price of $83.7 million. These sale transactions include the opportunistic sale of two Operating Properties comprising approximately 260,000 square feet for a gross sales price of $57.5 million during the three months ended June 30, 2026, and the sale of two vacant properties totaling approximately 516,000 square feet for a gross sales price of $13.1 million during the three months ended March 31, 2026.

Previous wording

•As of May 7, 2026, we have pending agreements in place to sell three additional properties for an aggregate gross sales price of $46.0 million, including an approximately 140,000 square foot traditional office property for a gross sales price of $35.0 million with proceeds expected to be used to paydown outstanding principal on the Company’s CMBS Loan (as defined below), an approximately 35,000 square foot near-term vacant property for a gross sales price of $3.4 million, and our proportionate share of the gross sales price of one Unconsolidated Joint Venture property of $7.7 million with proceeds expected to be used to paydown outstanding principal on the Unconsolidated Joint Venture non-recourse mortgage notes. Our pending sale agreements are subject to a variety of conditions outside of our control, such as the buyer’s satisfactory completion of its due diligence and therefore, we cannot provide any assurance the transaction will close on the agreed upon price or other terms, or at all.

Current wording

•As of August 6, 2026, we have an agreement in place to sell one property currently leased to the United States Government for a gross sales price of $3.4 million. Our pending sale agreement is subject to a variety of conditions outside of our control, such as the buyer’s satisfactory completion of its due diligence and therefore, we cannot provide any assurance the transaction will close on the agreed upon price or other terms, or at all.

Previous wording

•The Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first quarter of 2026 (record date March 31, 2026), which was paid on April 15, 2026.

Current wording

•The Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first and second quarters of 2026 which were paid on April 15, 2026 and July 15, 2026.

Previous wording

•On May 5, 2026 the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the second quarter of 2026, payable on July 15, 2026 to stockholders of record as of June 30, 2026.

Current wording

•On August 5, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the third quarter of 2026, payable on October 15, 2026 to stockholders of record as of September 30, 2026.

Previous wording

(1)As of January 1, 2026, the Company no longer includes the proportionate share of the Unconsolidated Joint Venture’s financial statement line items and operating metrics in its non-GAAP metrics and other operating metrics. This change has been applied retrospectively to rentable square feet, annualized base rent, occupancy rate, leased rate, investment-grade tenants and weighted average remaining lease term as of December 31, 2025, for comparison purposes.

Current wording

(1)As of January 1, 2026, the Company no longer includes the proportionate share of the Unconsolidated Joint Venture’s financial statement line items and operating metrics in its non-GAAP metrics and other operating metrics. This change has been applied retrospectively to rentable square feet, annualized base rent, occupancy rate, leased rate, investment-grade tenants and weighted average lease term as of December 31, 2025, for comparison purposes.

Previous wording

We remain highly focused on leasing activity, given the 5.9 year weighted average remaining lease term and the significant lease maturities which will occur across the portfolio over the next few years. If our tenants decide not to renew their leases, terminate their leases early or default on their leases, we will seek to re-lease the space to new tenants. We may not, however, be able to re-lease the space to suitable replacement tenants on a timely basis, or at all. Our properties may not be as attractive to existing or new tenants as properties owned by our competitors due to age of buildings, physical condition, lack of amenities or other similar factors. Even if we are able to renew leases with existing tenants or enter into new leases with replacement tenants, the terms of renewals or new leases, including the cost of required renovations, improvements or concessions to tenants, may be less favorable to us than current lease terms. As a result of the above factors, our net income and ability to pay dividends to stockholders could be materially adversely affected. Further, if any of our properties cannot be leased on terms and conditions favorable to us, we may seek to dispose of the property; however, such property may not be marketable at a suitable price without substantial capital improvements, alterations, or at all, which could inhibit our ability to effectively dispose of those properties and could require us to expend capital to fund necessary capital improvements or alterations. In general, when we sell properties that are vacant or soon to be vacant, the valuation will be discounted to reflect that the new owner will bear carrying costs until the property has been leased up and take the risk that the property may not be leased up on a timely basis, favorable terms or at all.

Current wording

We remain highly focused on leasing activity, given the 6.2 year weighted average remaining lease term and the significant lease maturities which will occur across the portfolio over the next few years. If our tenants decide not to renew their leases, terminate their leases early or default on their leases, we will seek to re-lease the space to new tenants. We may not, however, be able to re-lease the space to suitable replacement tenants on a timely basis, or at all. Our properties may not be as attractive to existing or new tenants as properties owned by our competitors due to age of buildings, physical condition, lack of amenities or other similar factors. Even if we are able to renew leases with existing tenants or enter into new leases with replacement tenants, the terms of renewals or new leases, including the cost of required renovations, improvements or concessions to tenants, may be less favorable to us than current lease terms. As a result of the above factors, our net income and ability to pay dividends to stockholders could be materially adversely affected. Further, if any of our properties cannot be leased on terms and conditions favorable to us, we may seek to dispose of the property; however, such property may not be marketable at a suitable price without substantial capital improvements, alterations, or at all, which could inhibit our ability to effectively dispose of those properties and could require us to expend capital to fund necessary capital improvements or alterations. In general, when we sell properties that are vacant or soon to be vacant, the valuation will be discounted to reflect that the new owner will bear carrying costs until the property has been leased up and take the risk that the property may not be leased up on a timely basis, favorable terms or at all.

Previous wording

As of March 31, 2026, we had the following estimated total outstanding rent concessions and leasing costs commitment (in thousands, except per square foot amounts):

Current wording

As of June 30, 2026, we had the following estimated total outstanding rent concessions and leasing cost commitments (in thousands, except per square foot amounts):

Previous wording

We have funded and intend to continue to fund our outstanding leasing costs with cash on hand, which may include proceeds from dispositions. For assets financed on the CMBS Loan, we have funded an all-purpose reserve with the lender which had total cash reserves of $46.1 million as of March 31, 2026 and may be used for leasing costs and capital expenditures.

Current wording

We have funded and intend to continue to fund our outstanding leasing costs with cash on hand, which may include proceeds from dispositions. For assets financed on the CMBS Loan, we have funded an all-purpose reserve with the lender which had total cash reserves of $42.8 million as of June 30, 2026 and may be used for leasing costs and capital expenditures.

Previous wording

(3)Excludes two new leases for approximately 195,000 square feet for the three months ended March 31, 2026 that had been or will be vacant for more than 12 months at the time the new lease commences. Excludes one new lease for approximately 160,000 square feet during the three months ended March 31, 2025.

Current wording

(3)Excludes two new leases for approximately 6,000 square feet for the three months ended June 30, 2026 that had been or will be vacant for more than 12 months at the time the new lease commences. Excludes two new leases for approximately 69,000 square feet during the three months ended June 30, 2025.

Previous wording

(5)There were no reimbursable landlord funded improvements or tenant improvement allowances included in the tenant rent concessions and leasing costs for the three months ended March 31, 2026. Tenant rent concessions and leasing costs per rentable square foot for the three months ended March 31, 2025 and attributable to new leases have been retrospectively updated to reduce the amount of tenant improvement allowance by $1.00 per rentable square foot per year pursuant to the terms of a subsequent lease amendment entered into during the three months ended March 31, 2026.

Current wording

(5)There were no reimbursable landlord funded improvements or tenant improvement allowances included in the tenant rent concessions and leasing costs for the six months ended June 30, 2026. Tenant rent concessions and leasing costs per rentable square foot for the six months ended June 30, 2025 and attributable to new leases have been retrospectively updated to reduce the amount of tenant improvement allowances by $0.64 per rentable square foot per year pursuant to the terms of a subsequent lease amendment entered into during the three months ended March 31, 2026.

Previous wording

The results of operations discussed in this section include the accounts of the Company and its consolidated subsidiaries for the three months ended March 31, 2026 and 2025.

Current wording

The results of operations discussed in this section include the accounts of the Company and its consolidated subsidiaries for the three and six months ended June 30, 2026 and 2025.

Previous wording

The decrease in rental revenue of $1.7 million during the three months ended March 31, 2026 as compared to the same period in 2025 was primarily due to the impact of decreasing overall occupied square footage resulting from the expiration of leases of $4.3 million and dispositions of certain non-core assets of $0.5 million. The decrease in revenues was partially offset by $3.1 million of rental revenue during the three months ended March 31, 2026 related to leasing activity that occurred during the comparative periods. We had 59 operating properties with an aggregate of 5.5 million occupied square feet as of March 31, 2026, as compared to 68 operating properties with an aggregate of 5.8 million occupied square feet as of March 31, 2025.

Current wording

The decreases in rental revenues of $3.0 million and $4.7 million during the three and six months ended June 30, 2026, as compared to the same periods in 2025, respectively, were primarily due to the impact of decreasing overall occupied square footage resulting from the expiration of leases totaling $4.3 million and $7.2 million in rental revenues during the three and six months ended June 30, 2026, respectively, dispositions of certain properties of $1.3 million and $1.8 million, respectively, and reimbursement revenue related to property tax reassessments of $0.7 million and $1.2 million, respectively. The decreases in revenues were partially offset by $3.3 million and $5.2 million of rental revenue during the three and six months ended June 30, 2026, respectively, related to leasing activity that occurred during the comparative periods and revenues of $0.5 million and $0.6 million, respectively, from the property we acquired in February 2026 located in Northbrook, Illinois.

Previous wording

Property operating expenses such as taxes, insurance, ground rent and maintenance include both reimbursable and non-reimbursable property expenses. Property operating expenses decreased $1.7 million during the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to decreases in property operating expenses resulting from property dispositions of $1.8 million and a decrease in real estate taxes due to lower property values of $1.2 million, offset by costs of $0.7 million incurred in connection with the demolition of the buildings on the six-property campus in Deerfield, Illinois, increased operating expenses from our leasing efforts to increase occupancy at certain properties of $0.4 million, and the timing of certain operating expenses of $0.2 million.

Current wording

Property operating expenses such as taxes, insurance, ground rent and maintenance include both reimbursable and non-reimbursable property expenses. Property operating expenses decreased $3.4 million and $5.1 million during the three and six months ended June 30, 2026, as compared to the same periods in 2025, respectively. The decrease during the three months ended June 30, 2026 as compared to the same period in 2025 is primarily due to decreases in property operating expenses resulting from property dispositions of $2.4 million and a decrease in real estate taxes due to property reassessments of $1.4 million, offset by increased operating expenses from our leasing efforts to increase occupancy at certain properties of $0.6 million.

Previous wording

Depreciation and amortization expenses decreased $2.9 million during the three months ended March 31, 2026 as compared to the same period in 2025 due to the impact of full amortization of certain intangible assets as a result of leases expiring in accordance with their terms and early lease terminations of $2.6 million, depreciation and amortization expenses from disposed properties of $1.0 million, offset by the depreciation and amortization from capital expenditures and leasing costs of $0.8 million.

Current wording

Depreciation and amortization expenses decreased $1.4 million and $4.3 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The decrease in depreciation and amortization expense in the three month period was primarily driven by the $1.4 million impact from the full amortization of certain intangible assets as a result of leases expiring in accordance with their terms and lower depreciation and amortization expenses due to disposed properties of $1.0 million, partially offset by an increase in depreciation and amortization from capital expenditures and leasing costs of $1.2 million.

Previous wording

Impairments increased $4.6 million during the three months ended March 31, 2026 as compared to the same period in 2025. The impairment charges of $6.3 million in the three months ended March 31, 2026, include one property and the charges reflect management’s estimates of lease renewal probability, timing and terms of such renewal, carrying costs for vacant properties, sale probability and estimates of sale proceeds. Impairment charges totaling $1.7 million with respect to two properties were recorded during the same period in 2025. See Note 5 - Fair Value Measures for further information.

Current wording

Impairments decreased $19.5 million and $14.9 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. No impairment charges were recorded during the three months ended June 30, 2026. The impairment charges of $6.3 million during the six months ended June 30, 2026 include one property. The charges reflect management’s estimates of leasing probability, timing and terms of such leasing, carrying costs, sale probability and estimates of sale proceeds.

Previous wording

Transaction related expense increased $0.2 million during the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to costs from terminated transactions of $0.1 million.

Current wording

Transaction related expense increased $0.2 million and $0.4 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increase in transaction related expenses in the three and six month periods was primarily driven by $0.2 million of costs incurred to perform work at a property sold by the Company, as required under the terms of the sale. Additionally, during the six month period, we recognized costs from terminated transactions of $0.1 million.

Previous wording

Other (Expenses) Income and Provision for Income Taxes

Current wording

Other Income (Expenses) and Provision for Income Taxes

Previous wording

Interest expense, net decreased $0.9 million during the three months ended March 31, 2026 as compared to the same period in 2025. The Company’s average debt outstanding was $481.1 million for the three months ended March 31, 2026 compared to $498.5 million during the same period in 2025. The Company’s weighted average interest rate on its debt obligations was 5.39% for the three months ended March 31, 2026 and 5.69% for the same period in 2025. Interest expense, net was offset by capitalized interest of $0.3 million during the three months ended March 31, 2026, and there was no capitalized interest during the three months ended March 31, 2025.

Current wording

Interest expense, net decreased $0.7 million and $1.6 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025 primarily as a result of lower average debt balances and lower weighted average interest rates. Our average debt outstanding was $466.9 million and $450.8 million for the three and six months ended June 30, 2026, respectively, compared to $494.0 million and $487.5 million for each of the same periods in 2025. The weighted average interest rate on our debt obligations was 5.34% and 5.37% for the three and six months ended June 30, 2026, respectively, and 5.67% and 5.68% for the three and six months ended June 30, 2025, respectively. Interest expense, net for the three and six months ended June 30, 2026 was offset by capitalized interest of $0.1 million and $0.4 million, respectively, compared to capitalized interest of $0.2 million during the three and six months ended June 30, 2025.

Previous wording

Loss on extinguishment of debt, net during the three months ended March 31, 2026 related to the write-off of deferred financing costs in connection with the refinancing of the Original Revolving Facility with the New Revolving Facility and resulting net reduction in total borrowing capacity discussed in Note 6 – Debt, Net. There were no such costs incurred during the three months ended March 31, 2025.

Current wording

Loss on extinguishment of debt, net during the six months ended June 30, 2026 was related to the write off of deferred financing costs of $0.2 million in connection with the refinancing of the Original Revolving Facility with the New Revolving Facility and resulting net reduction in total borrowing capacity discussed in Note 6 – Debt, Net. During the three months ended June 30, 2026, the Company wrote-off an additional $0.3 million of deferred financing costs in connection with a $34.4 million CMBS Loan principal paydown as part of the sale of one of the properties collateralizing the CMBS Loan. See Note 6 – Debt, Net - CMBS Loan for further information. There were no such costs incurred during the six months ended June 30, 2025.

Previous wording

Other expenses recognized during the three months ended March 31, 2026 primarily related to $3.0 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan.

Current wording

Other expenses recognized during the six months ended June 30, 2026 primarily related to $3.0 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan.

Previous wording

During the three months ended March 31, 2026, we received $1.1 million of repayments on the Member Loan, of which $0.4 million was previously reserved and is recognized in recovery of reserve on Member Loan in the accompanying consolidated statements of operations during the three months ended March 31, 2026.

Current wording

During the six months ended June 30, 2026, we received $1.1 million of repayments on the Member Loan, of which $0.4 million was previously reserved.

Previous wording

We account for our investment in the Unconsolidated Joint Venture under the equity method of accounting and during the year ended December 31, 2025, our share of losses exceeded the carrying amount of our investment. Accordingly, we have suspended recognition of our share of additional losses and will resume recognizing our share of earnings only after the Unconsolidated Joint Venture generates net income that exceeds the previously recognized losses. We have not recognized any further losses in excess of our investment in the Unconsolidated Joint Venture during three months ended March 31, 2026.

Current wording

We account for our investment in the Unconsolidated Joint Venture under the equity method of accounting and during the year ended December 31, 2025, our share of losses exceeded the carrying amount of our investment. Accordingly, we have suspended recognition of our share of additional losses and will resume recognizing our share of earnings only after the Unconsolidated Joint Venture generates net income that exceeds the previously unrecognized losses. We have not recognized any further losses in excess of our investment in the Unconsolidated Joint Venture during three and six months ended June 30, 2026.

Previous wording

(1)Other adjustments, net during the three months ended March 31, 2026 includes $3.0 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan and are presented in other expenses on the consolidated statements of operations and $0.7 million of costs incurred in connection with the demolition of the six buildings on the Deerfield, Illinois campus presented in property operating expenses on the consolidated statements of operations, offset by $0.4 million for a partial recovery of the reserve on the Member Loan presented separately on the consolidated statements of operations. The above items have been included as “other adjustments” to Core FFO as they do not reflect the ongoing operating performance of the Company.

Current wording

(1)Other adjustments, net during the six months ended June 30, 2026 includes $3.0 million of costs incurred for professional services rendered in connection with the February 2026 amendment to the CMBS Loan and are presented in other expenses on the consolidated statements of operations and $0.7 million of costs incurred in connection with the demolition of the six buildings on the Deerfield, Illinois campus presented in property operating expenses on the consolidated statements of operations, offset by $0.4 million for a partial recovery of the reserve on the Member Loan presented separately on the consolidated statements of operations. The above items have been included as “other adjustments” to Core FFO as they do not reflect the ongoing operating performance of the Company.

Previous wording

Our principal liquidity needs for the next twelve months are estimated to be: (i) fund operating expenses; (ii) pay interest and principal on our debt; (iii) pay dividends to our stockholders; (iv) fund capital expenditures and leasing costs at properties we own; and (v) fund new acquisitions. We believe that our principal sources of short-term liquidity, which are our cash and cash equivalents on hand, cash flows from operations, proceeds from real estate dispositions, and borrowings under the New Revolving Facility are sufficient to meet our liquidity needs for the next twelve months. As of March 31, 2026, we had $60.5 million of cash and cash equivalents and restricted cash and $88.0 million of borrowing capacity under the New Revolving Facility.

Current wording

Our principal liquidity needs for the next twelve months are estimated to be: (i) fund operating expenses; (ii) pay interest and principal on our debt; (iii) pay dividends to our stockholders; (iv) fund capital expenditures and leasing costs at properties we own; and (v) fund new acquisitions. We believe that our principal sources of short-term liquidity, which are our cash and cash equivalents on hand, cash flows from operations, proceeds from real estate dispositions, and borrowings under the New Revolving Facility are sufficient to meet our liquidity needs for the next twelve months. As of June 30, 2026, we had $63.5 million of cash and cash equivalents and restricted cash and $113.0 million of borrowing capacity under the New Revolving Facility.

Previous wording

The non-recourse mortgage notes associated with the Unconsolidated Joint Venture experienced a payment default at maturity during February 2026. The lenders’ agent under the loan has issued a default notice and has informed the joint venture that it intends to seek to compel a sale of the properties in the joint venture in order to repay the loan. As a result of the ongoing default, the lenders have various rights and remedies that are customary in a non-recourse mortgage financing, such as to implement an excess cash flow sweep, collect default interest, institute a proceeding for foreclosure and apply for the appointment of a receiver. The joint venture remains in discussions with the lenders about next steps which may include a short-term extension and restructuring of the debt with a lender excess cash flow sweep and the requirement to sell one or more properties and utilize the net proceeds to prepay principal outstanding under the debt. We cannot provide any assurance that the Unconsolidated Joint Venture will be able to extend or refinance this debt obligation or that the lenders will not seek to enforce their remedies due to the ongoing payment default.

Current wording

During June 2026, the lenders agreed to extend the loan maturity date until July 31, 2026, to provide the Unconsolidated Joint Venture with time to consummate the sale of one of the six properties, however the sale transaction was subsequently terminated and the loan went back into default on August 1, 2026. The lenders have implemented an excess cash flow sweep and as a result of the loan default, have various additional rights and remedies that are customary in a non-recourse mortgage financing, such as the right to collect default interest, institute a proceeding for foreclosure and apply for the appointment of a receiver. The joint venture has delivered a proposed disposition strategy to the lenders for the six properties and remains in discussions with the lenders about next steps which may include a short-term extension and the requirement to sell one or more properties and utilize the proceeds to repay principal outstanding under the debt. We cannot provide any assurance that the Unconsolidated Joint Venture will be able to extend or refinance all or any portion of this debt obligation, complete the disposition of the six properties on favorable terms or in a timely manner, or at all, or that the lenders will not seek to enforce their remedies due to the ongoing payment default.

Previous wording

As of March 31, 2026, we had $497.3 million of total consolidated debt outstanding, consisting of a $352.3 million fixed rate mortgage note collateralized by 19 properties (the “CMBS Loan”), $127.0 million borrowed under our $215.0 million New Revolving Facility and an $18.0 million fixed rate mortgage note secured by our San Ramon, California property (the “San Ramon Loan”). The following is a summary of the interest rate and scheduled maturities of our consolidated debt obligations as of March 31, 2026 (in thousands):

Current wording

As of June 30, 2026, we had $436.6 million of total consolidated debt outstanding, consisting of a $316.6 million fixed rate mortgage note collateralized by 18 properties (the “CMBS Loan”), $102.0 million borrowed under our $215.0 million New Revolving Facility and an $18.0 million fixed rate mortgage note secured by our San Ramon, California property (the “San Ramon Loan”). The following is a summary of the interest rate and scheduled maturities of our consolidated debt obligations as of June 30, 2026 (in thousands):

Previous wording

(2)See “Credit Agreement Obligation” below for additional information with respect to the interest rate and maturity of loans under the New Revolving Facility. As of March 31, 2026, a total of $75.0 million of the debt outstanding under the New Revolving Facility was subject to an interest rate collar agreement to hedge against interest rate volatility. Under the agreement, the benchmark rate for the New Revolving Facility will float between no higher than 4.29% and no lower than 3.28% on a total notional amount of $75.0 million, effective from May 12, 2025 to May 12, 2026.

Current wording

(2)See “Credit Agreement Obligation” below for additional information with respect to the interest rate and maturity of loans under the New Revolving Facility. The New Revolving Facility was subject to an interest rate collar agreement to hedge against interest rate volatility. Under the agreement, the benchmark rate for the New Revolving Facility floated between no higher than 4.29% and no lower than 3.28% on a total notional amount of $75.0 million, effective from May 12, 2025 to May 12, 2026. The interest rate collar agreement expired in accordance with its terms on May 12, 2026 and we currently have no active derivative agreement.

Previous wording

(3)Includes $352.3 million securitized mortgage note secured by 19 of our properties which bears interest at a fixed rate of 4.971% and matures on February 11, 2029, subject to two borrower extension options for an aggregate of 18 months until August 11, 2030, each upon satisfaction of certain conditions. Also includes $18.0 million fixed rate mortgage note entered into on November 7, 2024 and secured by the San Ramon, California property, which bears interest at a fixed rate of 5.90% and matures on December 1, 2031.

Current wording

(3)Includes $316.6 million securitized mortgage note secured by 18 of our properties which bears interest at a fixed rate of 4.971% and matures on February 11, 2029, subject to two borrower extension options for an aggregate of 18 months until August 11, 2030, each upon satisfaction of certain conditions. Also includes $18.0 million fixed rate mortgage note entered into on November 7, 2024 and secured by the San Ramon, California property, which bears interest at a fixed rate of 5.90% and matures on December 1, 2031.

Previous wording

(4)Does not include non-recourse mortgage notes associated with the Unconsolidated Joint Venture of $128.2 million, of which our proportionate share was $25.6 million as of March 31, 2026.

Current wording

(4)Does not include non-recourse mortgage notes associated with the Unconsolidated Joint Venture of $126.3 million, of which our proportionate share was $25.3 million as of June 30, 2026.