Orion Properties 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
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001873923-26-000107
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001873923-26-000118
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 260 previous paragraphs and 258 current paragraphs.
182 unchanged; 67 reworded; 8 added; 9 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 19 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
A dedicated use asset is a property that includes a substantial specialized use component such as government, medical, laboratory and research and development, and flex operations, where tenants perform work that cannot be replicated from home or relocated to a generic office setting, and would therefore not be considered a traditional office property.
Current report
Strategic Options Review Process
Current report
Emerging Growth Company and Smaller Reporting Company Status
Current report
The gains recognized during the three and nine months ended September 30, 2025 were related to one and four of our dispositions, respectively. Of the four dispositions with gains recognized during the nine months ended September 30, 2025, two were subject to cumulative impairment losses of $12.2 million in prior periods.
Current report
Other income
Current report
Other income decreased $0.2 million and $0.6 million during the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025, primarily due to a decrease in interest income on the Member Loan during the three and nine months ended September 30, 2026.
Current report
As described in greater detail in Note 3 – Real Estate Investments and Related Intangibles to our consolidated financial statements, the non-recourse mortgage notes associated with the Unconsolidated Joint Venture experienced a payment default at maturity in February 2026, and have been in and out of default since then as the lenders have provided short-term extensions to accommodate potential sales or refinancing of the collateralized properties. We cannot provide any assurance the Unconsolidated Joint Venture will be able to repay all or any portion of this debt obligation, complete the disposition or refinancing of any of the six joint venture properties on favorable terms, in a timely manner, or at all, or that the lenders will not seek to enforce their foreclosure or other remedies due to the notes being beyond their initially stated maturity.
Current report
Net cash provided by operating activities increased $3.3 million during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to lower non-reimbursable property operating expenses.
Removed paragraphs (9)
Previous report
Cooperation Agreement and Strategic Review Process
Previous report
The Cooperation Agreement contains customary standstill and non-disparagement provisions. The Cooperation Agreement will terminate on September 1, 2026. Pursuant to the Cooperation Agreement, Kawa withdrew its notice of intent to nominate director candidates for election to our Board of Directors at the Company’s 2026 annual meeting of stockholders, and Kawa must cause all shares of common stock pursuant to which it has the sole or shared power to direct the voting to be present for quorum purposes at our 2026 annual meeting of stockholders and to refrain from “withholding” or voting “against” the directors nominated by our Board of Directors for election at such annual meeting.
Previous report
Emerging Growth Company Status
Previous report
In addition, Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies until we can no longer avail ourselves of the exemptions applicable to emerging growth companies or until we affirmatively and irrevocably opt out of the extended transition period.
Previous report
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.
Previous report
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 report
The Unconsolidated Joint Venture mortgage notes have a variable interest rate and the spread on a SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York) loan is 2.60%, and the spread on a base rate loan is 0.50%.
Previous report
Due to the uncertainties with regard to recovery of our investments in the Unconsolidated Joint Venture, we recorded an other-than-temporary impairment loss on our investment in the Unconsolidated Joint Venture as of December 31, 2025, thereby reducing the carrying value of our investment to zero, and have recorded a loan loss reserve for the entire outstanding principal of our member loan to the Unconsolidated Joint Venture (the “Member Loan”). Beginning January 1, 2026, we are recording management fees from the Unconsolidated Joint Venture and interest income on the Member Loan on a cash basis rather than an accrual basis.
Previous report
Net cash provided by operating activities decreased $1.0 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to net changes in accounts payable, accrued expenses and other liabilities, net and net changes in accounts receivable, net and other assets, net.
Reworded paragraphs (67)
Previous wording
•the risk of increases in interest rates, including that our borrowing costs may increase and we may be unable to extend or refinance our debt obligations on favorable terms and in a timely manner, or at all;
Current wording
•the risk of increases in interest rates, including that the value of our assets may decline, our borrowing costs have increased and may continue to do so and we may be unable to extend or refinance our debt obligations on favorable terms and in a timely manner, or at all;
Previous wording
•the risk that recent changes in United States trade policy and the imposition of new tariffs continue to create disruption in macroeconomic conditions and could adversely impact our lenders, tenants and prospective tenants, and cause them to reduce or decline to do business with us or fail to meet their obligations to us;
Current wording
•the risk that disruption in macroeconomic and general economic conditions could adversely impact our lenders, tenants and prospective tenants, and cause them to reduce or decline to do business with us or fail to meet their obligations to us;
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 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;
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 repay all or any portion of its mortgage debt obligations which experienced a payment default at maturity during February 2026, or complete the disposition or refinancing of any 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 foreclosure or other remedies due to the debt being beyond its initially stated maturity, 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, 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.
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, since January 1, 2026, we are no longer including 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
Under a “net lease”, the tenant occupying the leased property (usually as a single tenant) does so in much the same manner as if the tenant was the owner of the property. There are various forms of net leases, most typically classified as triple net or double net. Triple net leases typically require that the tenant pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs in accordance with the lease terms). Double net leases typically require that the tenant pay all operating expenses associated with the property (e.g., real estate taxes, insurance and maintenance), but excludes some or all major repairs (e.g., roof, structure and parking lot, in each case, as further defined in the applicable lease). Accordingly, the owner receives the rent “net” of these expenses, rendering the cash flow associated with the lease predictable for the term of the lease.
Current wording
Under a “net lease,” the tenant occupying the leased property (usually as a single tenant) does so in much the same manner as if the tenant were the owner of the property. There are various forms of net leases, most typically classified as triple net or double net. Triple net leases typically require that the tenant pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs in accordance with the lease terms). Double net leases typically require that the tenant pay all operating expenses associated with the property (e.g., real estate taxes, insurance and maintenance), but excludes some or all major repairs (e.g., roof, structure and parking lot, in each case, as further defined in the applicable lease). Accordingly, the owner receives the rent “net” of these expenses, rendering the cash flow associated with the lease predictable for the term of the lease.
Previous wording
Following the Distribution, we became an independent and publicly traded company, and our common stock, par value $0.001, trades on the New York Stock Exchange (the “NYSE”) under the symbol “ONL”. The Company has elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with its initial taxable year ended December 31, 2021.
Current wording
Following the Distribution, we became an independent and publicly traded company, and our common stock, par value $0.001 per share, trades on the New York Stock Exchange (the “NYSE”) under the symbol “ONL”. The Company has elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with its initial taxable year ended December 31, 2021.
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. 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.
Current wording
On January 26, 2026, as a part of a cooperation agreement (the “Cooperation Agreement”) we entered into with one of the Company’s stockholders, The Kawa Fund Limited and its affiliate, Kawa Capital Management, Inc. (collectively, “Kawa”), we commenced a review of strategic options for the Company, which review has included, without limitation, the consideration of potential merger targets, the potential sale of the Company and continuing to operate as an independent publicly traded entity. As of November 5, 2026, the strategic options review process remains ongoing and despite the length of time of the review to date, we continue to believe it is in stockholders’ interest to see that work through to its reasonable conclusion. In addition to the ongoing challenges surrounding our asset class, macroeconomic events, including the significant rise in Treasury rates, have made that work more challenging and have further slowed the process. We cannot provide any assurance that these discussions will lead to any actionable proposal or transaction. The Cooperation Agreement, which terminated in accordance with its terms on September 1, 2026, 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 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.
Current wording
As of September 30, 2026, we owned and operated 57 operating properties with an aggregate of 6.4 million leasable square feet and annualized base rent of $107.0 million, located in 26 states with an occupancy rate of 78.3% and a weighted average remaining lease term of 6.1 years.
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 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.
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 over the next few years. For example, leases representing approximately 9.5% and 23.1% of our annualized base rent are scheduled to expire during 2027 and 2028, 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 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 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
Our leasing and asset disposition activity since the completion of our distribution from Realty Income continues to be adversely impacted by a variety of market and property specific conditions. The COVID-19 pandemic and its aftermath has significantly reduced demand for office space and changes in space usage in the office leasing market, as tenants seek to attract employees back to the office, in newer, renovated properties with more amenities.
Current wording
Our leasing and asset disposition activity since the Distribution continues to be adversely impacted by a variety of market and property-specific conditions. The COVID-19 pandemic and its aftermath have significantly reduced demand for office space and changes in space usage in the office leasing market, as tenants seek to attract employees back to the office, in newer, renovated properties with more amenities.
Previous wording
We have incurred significant amounts of indebtedness and, therefore, are subject to the risks normally associated with debt financing, including that we may be unable to extend, refinance or repay our debt obligations as they come due. Deteriorating office fundamentals, high interest rates, market sentiment towards the office sector and recent changes in United States trade policy and the imposition of new tariffs may adversely impact us or our lenders or restrict our access to, and increase our cost of, capital as we seek to extend, refinance or repay our debts. See “Liquidity and Capital Resources - Credit Agreements” below for more information about our indebtedness.
Current wording
We have incurred significant amounts of indebtedness and, therefore, are subject to the risks normally associated with debt financing, including that we may be unable to extend, refinance or repay our debt obligations as they come due. Deteriorating office fundamentals, high interest rates, capitalization rate expansion, market sentiment towards the office sector and recent changes in United States trade policy and the imposition of tariffs may adversely impact us or our lenders or restrict our access to, and increase our cost of, capital as we seek to extend, refinance or repay our debts. See “Liquidity and Capital Resources - Credit Agreements” below for more information about our indebtedness.
Previous wording
We have been an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”) since the public Distribution of our common stock in November 2021. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not emerging growth companies, including compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the requirements to hold a non-binding advisory vote on executive compensation and any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we rely on the exemptions available to us as an emerging growth company. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Current wording
We have been an “emerging growth company” as defined in the Jumpstart Our Business Startups Act since the public Distribution of our common stock in November 2021. As such, we have been eligible to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not emerging growth companies, including compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the requirements to hold a non-binding advisory vote on executive compensation and any golden parachute payments not previously approved.
Previous 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.
Current wording
The consolidated financial statements of the Company for the three and nine months ended September 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 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.
Current wording
•During the nine months ended September 30, 2026, we completed approximately 700,000 square feet of lease extensions and new leases across eleven properties with a weighted average lease term of 6.6 years.
Previous wording
•During July 2026, we completed a new 10.5-year lease for approximately 19,000 square feet at our property in Plano, Texas, a new 10.6-year lease for approximately 28,000 square feet at our property in Tulsa, Oklahoma and a 3.0-year lease renewal for 69,000 square feet at our property in Salem, Oregon.
Current wording
•During October 2026, we completed a new 10.0-year lease for approximately 57,000 square feet and a new 10.8-year lease for approximately 17,000 square feet at our property in Plano, Texas. We also completed a 10.3-year lease extension for a total of approximately 65,000 square feet at our approximately 156,000 square foot property in Milwaukee, Wisconsin and a 2.0-year lease extension with the existing single tenant at our approximately 83,000 square foot property in Indianapolis, Indiana.
Previous wording
•During February 2026, we acquired one 75,000 square foot property in Northbrook, Illinois for a gross purchase price of $15.0 million. The property is fully leased to a single tenant through December 2036.
Current wording
•During February 2026, we acquired a 75,000 square foot property in Northbrook, Illinois for a gross purchase price of $15.0 million. The property is fully leased to a single tenant through December 2036.
Previous 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.
Current wording
•During the nine months ended September 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 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.
Current wording
•As of November 5, 2026, we have agreements in place to sell three properties for a total gross sales price of $14.4 million, including our proportionate share of the gross sales price of one Unconsolidated Joint Venture property of $4.9 million with proceeds expected to be used to paydown outstanding principal on the Unconsolidated Joint Venture 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 that the transactions will close on the agreed upon price or other terms, or at all.
Previous wording
•Also during February 2026, the Company entered into an amendment to the CMBS Loan which, among other things, extended the maturity date two years until February 11, 2029, subject to two borrower extension options for a total of 18 months until August 11, 2030 if certain conditions have been satisfied. The fixed interest rate on the CMBS Loan is unchanged during the extension terms. See “Liquidity and Capital Resources - Credit Agreements” below for more information about the amendment to the CMBS Loan.
Current wording
•Also during February 2026, the Company entered into an amendment to the CMBS Loan which, among other things, extended the maturity date two years until February 11, 2029, subject to two borrower extension options for a total of 18 months until August 11, 2030 if certain conditions have been satisfied. The fixed interest rate on the CMBS Loan is unchanged during the extension terms. The Company made principal payments of $38.5 million on the CMBS Loan during the nine months ended September 30, 2026. See “Liquidity and Capital Resources - Credit Agreements” below for more information about the amendment to the CMBS Loan.
Previous 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.
Current wording
•The Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the first, second and third quarters of 2026 which were paid on April 15, 2026, July 15, 2026 and October 15, 2026.
Previous 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.
Current wording
•On November 4, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.02 per share for the fourth quarter of 2026, payable on January 15, 2027 to stockholders of record as of December 31, 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 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 remaining lease term as of December 31, 2025, for comparison purposes.
Previous 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.
Current wording
We remain highly focused on leasing activity, given the 6.1-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, on favorable terms or at all.
Previous wording
(3)Landlord work represents specific improvements agreed to within the lease agreement to be performed by us, as landlord, as a new non-recurring obligation and in order to induce the tenant to enter into a new lease or lease renewal or extension. Outstanding commitments for reimbursable and non-reimbursable landlord work amounts include estimates and are subject to change.
Current wording
(3)Landlord work represents specific improvements agreed to within the lease agreement to be performed by us, as landlord, as a new and non-recurring obligation and in order to induce the tenant to enter into a new lease or lease renewal or extension. Outstanding commitments for reimbursable and non-reimbursable landlord work include estimates and are subject to change.
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 $42.8 million as of June 30, 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 $42.9 million as of September 30, 2026 and may be used for leasing costs and capital expenditures.
Previous wording
(1)Firm term includes the non-cancellable portion of the lease term and any cancellable portion of the lease term if the tenant's right to cancel requires payment of a termination fee. Non-firm term includes the firm term plus the portion of the lease term, principally under our United States Government leases, where the tenant has the right to terminate without payment of a termination fee.
Current wording
(1)Firm term includes the non-cancelable portion of the lease term and any cancelable portion of the lease term if the tenant’s right to cancel requires payment of a termination fee. Non-firm term includes the firm term plus the portion of the lease term, principally under our United States Government leases, where the tenant has the right to terminate without payment of a termination fee.
Previous 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.
Current wording
(3)Excludes three new leases for approximately 48,000 square feet for the three months ended September 30, 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 3,000 square feet during the three months ended September 30, 2025.
Previous wording
(1)Firm term includes the non-cancellable portion of the lease term and any cancellable portion of the lease term if the tenant's right to cancel requires payment of a termination fee. Non-firm term includes the firm term plus the portion of the lease term, principally under our United States Government leases, where the tenant has the right to terminate without payment of a termination fee.
Current wording
(1)Firm term includes the non-cancelable portion of the lease term and any cancelable portion of the lease term if the tenant’s right to cancel requires payment of a termination fee. Non-firm term includes the firm term plus the portion of the lease term, principally under our United States Government leases, where the tenant has the right to terminate without payment of a termination fee.
Previous wording
(3)Excludes four new leases for approximately 201,000 square feet for the six 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 three new leases for approximately 229,000 square feet during the six months ended June 30, 2025.
Current wording
(3)Excludes seven new leases for approximately 249,000 square feet for the nine months ended September 30, 2026 that had been or will be vacant for more than 12 months at the time the new lease commences. Excludes four new leases for approximately 232,000 square feet during the nine months ended September 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 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.
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 nine months ended September 30, 2026. Tenant rent concessions and leasing costs per rentable square foot for the nine months ended September 30, 2025 and attributable to new leases have been retrospectively updated to reduce the amount of tenant improvement allowances by $0.53 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
During the three months ended June 30, 2026, four leases expired or were downsized comprising a total reduction in occupied square feet of approximately 422,000 square feet. We closed on the sale of one of these properties totaling approximately 120,000 square feet during the three months ended June 30, 2026, and are currently marketing for sale an additional vacant property totaling approximately 109,000 square feet. We currently intend to re-let the remaining two vacancies. The expired base rent per square foot and our market rent estimates for these vacancies are as follows (square feet in thousands):
Current wording
During the three months ended September 30, 2026, three leases expired or were downsized comprising a total reduction in occupied square feet of approximately 37,000 square feet. We currently intend to re-let these vacancies. The expired base rent per square foot and our market rent estimates for these vacancies are as follows (square feet in thousands):
Previous wording
(1)Lease related costs generally include lease commissions paid in connection with the execution of new and/or renewed leases.
Current wording
(1)Lease related costs generally include leasing commissions paid in connection with the execution of new and/or renewed leases.
Previous 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.
Current wording
The results of operations discussed in this section include the accounts of the Company and its consolidated subsidiaries for the three and nine months ended September 30, 2026 and 2025.
Previous 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.
Current wording
The decreases in rental revenues of $1.7 million and $6.4 million during the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025, were primarily due to the impact of decreasing overall occupied square footage resulting from the expiration of leases totaling $3.6 million and $11.6 million in rental revenues during the three and nine months ended September 30, 2026, respectively, dispositions of certain properties of $1.3 million and $3.0 million, respectively, and lower reimbursement revenue related to property tax reassessments during the 2026 periods of $0.2 million and $1.2 million, respectively. The decreases in rental revenues were partially offset by $3.0 million and $8.0 million of rental revenue during the three and nine months ended September 30, 2026, respectively, related to leasing activity that occurred during the comparative periods and revenues of $0.5 million and $1.1 million, respectively, from the property we acquired in February 2026 located in Northbrook, Illinois.
Previous wording
We had 57 operating properties with an aggregate of 6.4 million leasable square feet and an occupancy rate of 78.1% as of June 30, 2026, as compared to 66 operating properties with an aggregate of 7.6 million leasable square feet and an occupancy rate of 76.8% as of June 30, 2025.
Current wording
We had 57 operating properties with an aggregate of 6.4 million leasable square feet and an occupancy rate of 78.3% as of September 30, 2026, as compared to 63 operating properties with an aggregate of 7.4 million leasable square feet and an occupancy rate of 72.1% as of September 30, 2025.
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 $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.
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 $3.0 million and $8.1 million during the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The decrease during the three months ended September 30, 2026, as compared to the same period in 2025, is primarily due to decreases in property operating expenses resulting from property dispositions of $1.5 million, demolition costs of $1.3 million incurred in connection with the demolition of the six buildings on the Deerfield, Illinois campus during the three months ended September 30, 2025 and a decrease in real estate taxes due to property reassessments of $1.2 million, partially offset by increased operating expenses from our vacant properties of $0.4 million and from our leasing efforts to increase occupancy at certain properties of $0.3 million, and additional reimbursable operating expenses related to the property we acquired in February 2026 located in Northbrook, Illinois of $0.1 million.
Previous wording
The decrease during the six months ended June 30, 2026 compared to the same period in 2025 is primarily due to decreases in property operating expenses resulting from property dispositions of $4.9 million and a decrease in real estate taxes due to property reassessments of $2.0 million, offset by increased operating expenses from our leasing efforts to increase occupancy at certain properties of $1.1 million and additional operating expenses related to the property we acquired in February 2026 located in Northbrook, Illinois of $0.2 million.
Current wording
The decrease during the nine months ended September 30, 2026 compared to the same period in 2025 is primarily due to decreases in property operating expenses resulting from property dispositions of $6.8 million, a decrease in real estate taxes due to property reassessments of $3.1 million and a decrease in demolition costs of $1.0 million incurred in connection with the demolition of the six buildings on the Deerfield, Illinois campus, partially offset by increased operating expenses from our leasing efforts to increase occupancy at certain properties of $1.4 million, increased operating expenses from our vacant properties of $0.6 million, increased repairs, maintenance and variable expenses of $0.4 million and additional reimbursable operating expenses related to the property we acquired in February 2026 located in Northbrook, Illinois of $0.3 million.
Previous wording
General and administrative expenses decreased during the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to savings of $0.2 million from lower employee headcount. General and administrative expenses were relatively consistent during the six months ended June 30, 2026, as compared to the same period in 2025, as an increase in legal fees of $0.2 million related to the ongoing strategic options review and managing activist shareholders and higher audit fees of $0.1 million due to the upcoming auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act, were offset by savings of $0.4 million from lower employee headcount.
Current wording
General and administrative expenses increased $0.1 million during the three months ended September 30, 2026, as compared to the same period in 2025, primarily due to higher audit fees of $0.2 million due to the upcoming auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act and an increase in professional service costs of $0.1 million related to the ongoing strategic options review and management of activist shareholders, partially offset by savings of $0.2 million from lower employee headcount.
Previous 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.
Current wording
Depreciation and amortization expenses decreased $2.2 million and $6.5 million during the three and nine months ended September 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 lower depreciation and amortization expenses due to disposed properties of $1.2 million and the impact from the full amortization of certain intangible assets as a result of leases expiring in accordance with their terms and early lease terminations of $2.0 million, partially offset by an increase in depreciation and amortization from capital expenditures and leasing costs of $0.9 million.
Previous wording
The decrease in depreciation and amortization expenses in the six month period was primarily driven by the $4.3 million impact from the full amortization of certain intangible assets as a result of leases expiring in accordance with their terms and early lease terminations, lower depreciation and amortization expenses due to disposed properties of $2.0 million, partially offset by an increase in depreciation and amortization from capital expenditures and leasing costs of $2.0 million.
Current wording
The decrease in depreciation and amortization expenses in the nine-month period was primarily driven by the impact from the full amortization of certain intangible assets as a result of leases expiring in accordance with their terms and early lease terminations of $6.3 million and lower depreciation and amortization expenses due to disposed properties of $3.2 million, partially offset by an increase in depreciation and amortization from capital expenditures and leasing costs of $3.0 million.
Showing the first 40 of 67 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
General and administrative expenses increased $0.1 million during the nine months ended September 30, 2026, as compared to the same period in 2025, as an increase in legal fees and professional service costs of $0.3 million related to the ongoing strategic options review and management of activist shareholders and higher audit fees of $0.2 million due to the upcoming auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act were largely offset by savings of $0.5 million from lower employee headcount.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
On January 26, 2026, we entered into a cooperation agreement (the “Cooperation Agreement”) with one of the Company’s stockholders, The Kawa Fund Limited and its affiliate, Kawa Capital Management, Inc. (collectively, “Kawa”).
Previous report — wording carried elsewhere
•The Company made principal payments of $38.4 million on the CMBS Loan during the six months ended June 30, 2026.