BNL 10-K & 10-Q changes, risk factors and insider trading

You should carefully consider the matters discussed in the “Risk Factors” section beginning on page 18 of this Annual Report on Form 10-K for factors you should consider before investing in our common stock:

•Single-tenant leases involve significant risks of tenant default and tenant vacancies, which could materially and adversely affect us.

•We have limited opportunities to increase rents under our long-term leases with tenants, which could impede our growth and materially and adversely affect us.

•Our growth depends upon future acquisitions of properties, and we may be unable to identify or complete suitable acquisitions of properties, which may impede our growth, and our future acquisitions may not yield the returns we seek.

•An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price, and a decrease in market interest rates could lead to additional competition for the acquisition of real estate, which could adversely affect our results of operations.

•Our portfolio is concentrated in certain states, and any adverse developments and economic downturns in these geographic markets could materially and adversely affect us.

•Our portfolio is concentrated in certain property types and any adverse developments relating to one or more of these property types could materially and adversely affect us.

•We may be unable to renew leases, re-lease properties as leases expire, or lease vacant spaces on favorable terms or at all, which, in each case, could materially and adversely affect us.

•We could face potential material adverse effects from the bankruptcies or insolvencies of our tenants.

•We may engage in development or expansion projects, including speculative development projects, which would subject us to additional risks that could negatively impact our operations.

•Global and U.S. financial markets and economic conditions, such as inflation, may materially and adversely affect us and the ability of our tenants to make rental payments to us pursuant to our leases.

•As of December 31, 2024,2025, we had approximately $1.9$2.5 billion principal balance of indebtedness outstanding, which may expose us to the risk of default under our debt obligations.

•Our Revolving Credit Facility and term loan agreements contain various covenants which, if not complied with, could accelerate our repayment obligations, thereby materially and adversely affecting us.

•We are a holding company with no direct operations and rely on funds received from the OP to pay liabilities.

•Failure to qualify as a REIT would materially and adversely affect us and the value of our common stock.

•The market price and trading volume of shares of our common stock may be volatile.volatile and could be substantially affected by various factors.

•We may not be able to make distributions to our stockholders at the times or in the amounts we expect, or at all.

Our portfolio consists primarily of single-tenant net leased properties and we are dependent on our tenants for substantially all of our revenue. As a result, our success depends on the financial stability of our tenants. The ability of our tenants to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage, pay real estate taxes, and maintain the properties in a manner so as not to jeopardize their operations depends on the performance of their business and industry, as well as general market and economic conditions, which are outside of our control. There can be no assurance that our tenants will make their payments and not default on their obligations to us. At any given time, any tenant may experience a downturn in its business that may weaken its operating results or the overall financial condition of individual properties or its business as whole. As a result, a tenant may fail to make rental payments when due, decline to extend a lease upon its expiration, fail to maintain the property or otherwise pay its required expenses, including real estate taxes, under the terms of a lease, become insolvent, or declare bankruptcy. An actual or anticipated tenant default, bankruptcy, or vacancy, or speculation in the press or investment community about an actual or anticipated tenant default, bankruptcy, or vacancy may also negatively affect our share price or result in fluctuations in the market price or trading volume of shares of our common stock. The financial failure of, or default in payment by, a single tenant under its lease is likely to cause a significant or complete reduction in our rental revenue from that property and a reduction in the value of the property. We may also experience difficulty or a significant delay in re-leasing or selling such property. The occurrence of one or more tenant defaults could materially and adversely affect us.

This risk is magnified in situations where we lease multiple properties to a single tenant under a master lease. As of December 31, 2024,2025, master leases contributed to approximately 69.1%64.9% of our ABR associated with multi-site tenants (394379 of 656658 multi-site tenant properties), and approximately 41.4%38.6% of our overall ABR (394379 of our 765771 properties)]. Although the master lease structure may be beneficial to us because it restricts the ability of tenants to remove individual underperforming assets, there is no guarantee that a tenant will not default in its obligations to us or decline to renew its master lease upon expiration. A tenant failure or default under a master lease could reduce or eliminate rental revenue from multiple properties and reduce the value of such properties. The default of a tenant that leases multiple properties from us or its decision not to renew its master lease upon expiration could materially and adversely affect us.

•general market conditions;

•the market’s perception of our growth potential;

•our current debt levels;

•our current and expected future earnings;

•the performance of our portfolio;

•our cash flow and cash distributions;

•external valuations by credit ratings agencies and analysts; and the market price per share of our common stock.

If we cannot obtain capital from third-party sources, we may not be able to acquire properties when actionable or strategic opportunities exist, meet the capital and operating needs of our existing properties, or satisfy our debt service obligations, which could materially and adversely affect us.

We face significant competition from other entities engaged in real estate investment activities, including publicly traded and privately held REITs, private and institutional real estate investors, sovereign wealth funds, banks, insurance companies, investment banking firms, lenders, specialty finance companies, and other entities. Some of our competitors are larger and may have considerably greater financial, technical, leasing, underwriting, marketing, and other resources than we do. Some competitors may have a lower cost of capital and access to funding sources that may not be available to us. In addition, other competitors may have higher risk tolerances or different risk assessments and may not be subject to the same operating constraints, including maintaining REIT status. This competition may result in fewer acquisitions, higher prices, lower yields, less desirable property types, and acceptance of greater risk. As a result, we cannot provide any assurance that we will be able to successfully execute our investment strategy. Any failure to grow throughpursuant acquisitionsto our investment strategy as a result of the significant competition we face could materially and adversely affect us.

As of December 31, 2024,2025, approximately 37.2%35.4% of our ABR came from properties in our top five states: Texas (9.6%10.2%), Michigan (9.2%8.6%), Florida (6.5%5.9%), CaliforniaIllinois (6.1%5.4%), and IllinoisCalifornia (5.8%5.3%). These geographic concentrations could adversely affect our operating performance if conditions become less favorable in any of the states or markets within which we have a concentration of properties. We can provide no assurance that any of our markets will grow, will not experience adverse developments, or that underlying real estate fundamentals will be favorable to owners and operators of industrial, retail, and other properties. A downturn in the economy in the states or regions in which we have a concentration of properties, or markets within such states or regions, or a slowdown in the demand for our tenants’ businesses caused by adverse economic, regulatory, or other conditions, could adversely affect our tenants operating businesses in those states and impair their ability to pay rent to us, which, in turn could materially and adversely affect us.

Our portfolio is also concentrated in certain property types and any adverse developments relating to these property types could materially and adversely affect us.

Our results of operations depend on our ability to continue to successfully lease our properties, including renewing expiring leases, re-leasing properties as leases expire, leasing vacant space, optimizing our tenant mix, or leasing properties on more economically favorable terms. As of December 31, 2024,2025, 1622 leases representing approximately 1.2%3.3% of our ABR will expire during 2025.2026. Current tenants may decline, or may not have the financial resources available, to renew current leases and we cannot assure you that leases that are renewed will have terms that are as economically favorable to us as the expiring lease terms. If tenants do not renew the leases as they expire, we cannot provide any assurance that we will be able to find new tenants or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that substantial rent abatements, leasing commissions, tenant improvement allowances, early termination rights, or below-market renewal options will not be required to attract new tenants. We may experience significant costs in connection with re-leasing a significant number of our properties, which could materially and adversely affect us. As of December 31, 2024,2025, twoone of our properties, representing approximately 0.9%0.2% of our portfolio, were unoccupied. We may experience difficulties in leasing these vacant spaces on favorable terms or at all. Any failure to renew leases, re-lease properties as leases expire, or lease vacant space could materially and adversely affect us.

The loss of a tenant, either through lease expiration or tenant bankruptcy or insolvency, may require us to spend significant amounts of capital to renovate the property before it is suitable for a new tenant and cause us to incur significant costs. In particular, our specialty properties are designed for a particular type of tenant or tenant use. If tenants of specialty properties do not renew or default on their leases, we may not be able to re-lease properties without substantial capital improvements, which may require significant cost and time to complete. Alternatively, we may not be able to re-lease or sell the property without such improvements or may be required to reduce the rent or selling price significantly. Supply chain disruptions and price fluctuations in the construction and building industry could result in increased costs and significant delays for building renovation and maintenance projects. This potential illiquidity may limit our ability to modifyquickly quicklyadjust our portfolio in response to changes in economic or other conditions, including tenant demand. Such occurrences could materially and adversely affect us.

We depend on the ability of our tenants to meet their obligations to pay rent to us due under our lease for substantially all of our revenue. As of December 31, 2024,2025, only approximately 17.4%20.2% of our ABR came from tenants who had an investment grade credit rating. A substantial majority of our properties are leased to unrated tenants. Our investments in properties leased to suchunrated tenants may have a greater risk of default than investments in properties leased exclusively to investment grade tenants. The ability of an unrated tenant to meet its rent and other obligations under its lease with us may be subject to greater risk than our tenants that have an investment grade rating. When we invest in properties where the tenant does not have a publicly available credit rating, we use certain credit-assessment tools as well as our own estimates of the tenant’s credit rating which includes reviewing the tenant’s financial information (e.g., financial ratios, net worth, revenue, cash flows, leverage and liquidity, if applicable). Our methods, however, may not adequately assess the risk of an investment and, if our assessment of credit quality proves to be inaccurate, we may be subject to defaults and investors may view our cash flows as less stable. If one or more of our unrated tenants defaults, it could have a material adverse effect on us.

•unsuccessful development opportunities could cause us to incur direct expenses;

•construction costs of a project may exceed original estimates, possiblyestimates making the project less profitable than originally estimated or unprofitable;

•time or cost required to complete the construction of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;

•legal action to compel performance of contractors, developers, or partners may cause delays and our costs may not be reimbursed;

•we may not be able to find tenants to lease the space built on a speculative basis or in a redeveloped or renovated building, which will impact our cash flow and ability to finance or sell such properties;

•possible gaps in warranty obligations of our developers and contractors and the obligations to a tenant;

•occupancy rates and rents of a completed project may not be sufficient to make the project profitable; and favorable financing sources to fund development activities may not be available.

We may enter into new transaction structures, including real estate lending opportunitiesopportunities, the provision of transitional capital, and joint ventures, which would subject us to additional risks that could negatively impact our operations.

We may explore and enter into new transaction structures, including real estate lending opportunitiesopportunities, the provision of transitional capital, and joint ventures, that may or may not be closely related to our current business. These new transaction structures may have new, different, or increased risks than what we are currently exposed to in our business and we may not be able to manage these risks successfully. Additionally, when investing in such new transaction structures, we will be exposed to the risk that those structures, or the income generated thereby, will affect our ability to meet the requirements to maintain our REIT status and to avoid entity-level taxes, or will subject us to additional regulatory requirements or limitations. If we are not able to successfully manage the risks associated with such new transaction structures, it could have an adverse effect on our business, results of operations, and financial condition.

Security breachesbreaches, technology disruptions, and othernew technology disruptionstechnologies could compromise our information systems and expose us to liability, which could materially and adversely affect us.

Information security risks, including risks associated with security breaches through cyber-attacks or cyber-intrusions, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems, have increased in recent years due to the increased technological sophistication and activities of perpetrators of cyber-attacks, including by computer hackers, foreign governments, and cyber terrorists. Our business involves the storage and transmission of sensitive and confidential information and intellectual property, including tenants’ information, private information about our stockholders and our employees, and financial and strategic information about us. In addition to our internal information systems, we also rely on third-party service providers that may have access to such information in connection with providing necessary information technology, security, and other business services to us. If we fail to assess and identify cybersecurity risks associated with our operations, we may become increasingly vulnerable to such risks. Additionally, the measures we have implemented to prevent security breaches and cyber incidents may not be effective. The theft, destruction, loss, misappropriation, or release of sensitive or confidential information or intellectual property, or interference with or disruptions of our IT networks and related systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of tenants, potential liability, and competitive disadvantage. The costs related to cyber-attacks or other security threats or disruptions may not be fully insured or indemnified by other means. Laws and regulations governing data privacy are constantly evolving. Many of these lawsevolving and regulations, including the California Consumer Protection Act,often contain detailed requirements regarding collecting and processing personal information, restrict the use and storage of such information, and govern the effectiveness of consumer consent. Any of the above risks could materially and adversely affect us.

From time to time the Financial Accounting Standards Board (“FASB”), and the SEC, which create and interpret accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that will govern the preparation of our financial statements. These changes could materially and adversely affect our reported financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restatingrestated prior period financial statements. In addition, any changes may undermine our ability to prepare timely and accurate financial statements, which could result in a lack of investor confidence and could materially and adversely affect us. Similarly, these changes could materially and adversely affect our tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate as well as their ability to provide accurate or complete financial information to us.

Effective internal controls over financial reporting, disclosures, and operations are necessary for us to provide reliable financial reports and public disclosures, effectively prevent fraud, and operate successfully. If we cannot provide reliable financial reports and public disclosures or prevent fraud, our reputation and operating results would be harmed. Our internal controls over financial reporting and our operating internal controlsoperations may not prevent or detect financial misstatements or loss of assets because of inherent limitations, including the possibility of human error, management override of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to financial statement accuracy, public disclosures, and safeguarding of assets. Any failure of these internal controls, including any failure to implement required new or improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation, could result in decreased investor confidence in the accuracy and completeness of our financial reports and public disclosures, civil litigation, or investigations by the SEC or other regulatory authorities, and we could fail to meet our reporting obligations, which could materially and adversely affect us.

There may be known or unknown environmental liabilities associated with properties we previously owned, currently own, or may acquire in the future. Laws and regulations governing environmental contamination change and we have been, and in the future may be, subject to liability by virtue of these changes. Under various federal, state, and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from environmental matters, including the presence or discharge of hazardous or toxic substances, waste, asbestos-containing building materials, or petroleum products at, on, in, under or migrating from such property, including costs to investigate or clean up such contamination and liability for personal injury, property damage, or harm to natural resources. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination. These costs and damages could be substantial. Certain uses of some properties may have a heightened risk of environmental liability because of the hazardous materials used in performing services on those properties, such as industrial properties or businesses using petroleum products, paint, machine solvents, and other hazardous materials. We typically undertake customary environmental diligence prior to our acquisition of any property, including obtaining Phase I environmental site assessments. The Phase I environmental site assessments are limited in scope and therefore may not reveal all environmental conditions affecting a property. Therefore, there could be undiscovered environmental liabilities on the properties we own.

The known or potential presence of hazardous substances on a property may adversely affect our ability to sell, lease, or improve the property, or to borrow using the property as collateral.collateral, and we may incur substantial remediation costs or third-party liability claims In addition, environmental laws may create liens on contaminated properties in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which they may be used or which businesses may be operated, and these restrictions may require substantial expenditures.

•changes in supply and demand for single-tenant space in the industrial, retail, and other sectors;

•increased competition for real property investments targeted by our investment strategy;

•changes in consumer trends and preferences that affect the demand for products and services offered by our tenants;

We expect to achieve growth in revenues and earnings through our fourthree core building blocks, which are (1) embedded same store net operating income growth through best-in-class portfolio rent escalations, stable rent collections, minimal credit losses, strong lease rollover outcomes, and accretive recycling, (2)and revenue generating capital expenditures with existing tenants, (32) build-to-suit developments, and (43) a diversified acquisition pipeline.

•Diversified Investment Strategy. We invest in real estate through property acquisitions, revenue generating capital expenditures, build-to-suit developments, and transitional capital. Our investments in these alternatives fluctuate from time to time depending on macroeconomic conditions and business or market trends. Our strong relationships with brokers, developers, and tenants provides access to,to off-market and marketed investment opportunities. Off-market transactions are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. Marketed transactions are often characterized by extensive buyer competition. For all investments, we seek to maintain our portfolio’s diversification by property type, geography, tenant, and industry in an effort to reduce fluctuations in income caused by under-performing individual real estate assets or adverse economic conditions affecting an entire industry or geographic region.

•Diversified Portfolio. As of December 31, 2024,2025, our portfolio comprised approximately 39.441.6 million rentable square feet of operational space, was highly diversified based on property type, geography, tenant, and industry, and was cross-diversified within each (e.g., property-type diversification within a geographic concentration):

•Property Type: We are primarily diversified across industrial and retail property types. Within these sectors, we have meaningful concentrations in manufacturing, distribution and warehouse, manufacturing, food processing, general merchandise, casual dining, and quick service restaurants.restaurants, and casual dining.

•Geographic Diversification: Our properties are located in 44 U.S. states and four Canadian provinces, with no single geographic concentration exceeding 9.6%10.2% of our ABR.

•Tenant and Industry Diversification: Our properties are occupied by 202206 different commercial tenants who operate 190197 distinct brands that are diversified across 5557 varying industries, with no single tenant accounting for more than 4.1%3.9% of our ABR.

•Strong In-Place Leases with Significant Remaining Lease Term. As of December 31, 2024,2025, our portfolio was approximately 99.1%99.8% leased with an ABR weighted average remaining lease term of approximately 10.29.6 years, excluding renewal options.

•Standard Contractual Base Rent Escalation. Approximately 97.4%97.6% of our leases have contractual rent escalations, with an ABR weighted average increase of 2.0%.2.1%.

•Extensive Tenant Financial Reporting. Approximately 94.2%95.4% of our tenants, based on ABR, provide financial reporting, of which 85.6%81.6% are required to provide us with specified financial information on a periodic basis, and an additional 8.6%13.8% of our tenants report financial statements publicly, either through SEC filings or otherwise.

Due(a)Transitional tocapital, thewhich nature of (1) transitional capital representingrepresents a contractual yield on invested capital, and (2) build-to-suit developmentsdevelopments, which do not generatinggenerate revenue duringuntil construction, thesestabilization, are excluded from the calculationcalculations of total cash capitalization rates,capitalization, weighted average lease terms, and weighted average rent increases.

(a)The period in which we have acquired access to the land and begun physical construction on a property.

(b)Represents our current estimate of the period in which we will have substantially completed a project and the project is made available for occupancy. We expect to update our timing estimates on a quarterly basis.

(c)Represents the estimated costs to be incurred to complete development of each project. We expect to update our estimates upon completion of the project, or sooner if there are any significant changes to expected costs from quarter to quarter. Excludes capitalized costs consisting of capitalized interest and other acquisition costs.

(d)Calculated by dividing the estimated first year cash yield to be generated on a real estate investment by the Estimated Total Project Investment for the property.

From time to time, we strategically dispose of properties, primarily when we believe the risk profile has changed and become misaligned with our then current risk-adjusted return objectives.objectives or opportunistically when the capital can be redeployed accretively. The resulting gains or losses on dispositions may materially impact our operating results, and the recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market at the time a property is listed for sale.

Our historical growth in revenues and earnings has been achieved through rent escalations associated with existing in-place leases, coupled with rental income generated from accretive property investments. Our ability to grow revenue will depend, to a significant degree, on our ability to identify and complete acquisitionsinvestment opportunities that meet our investment criteria. Changes in capitalization rates, interest rates, or other factors may impact our acquisitioninvestment opportunities in the future. Market conditions may also impact the total returns we can achieve on our investments. Our investment volume also depends on our ability to access third-party debt and equity financing or our ability to recycle capital through property dispositions.

Our focus on single-tenant, net leases also mitigates the potential impact of fluctuations in the cost of services and maintenance as a result of inflation. For a portion of our portfolio, we have leases that are not fully net, and, therefore, we bear certain responsibilities for the maintenance and structural component replacements (e.g., roof, structure, or parking lot) that may be required in the future, although the tenants are still required to pay all operating expenses associated with the property (e.g., real estate taxes, insurance, and maintenance and repair). Inflation and increased costs may have an adverse impact to our tenants and their creditworthiness if the increase in costs are greater than their increase in revenue. Where we cannot implement a net lease, we attempt to limit our exposure to inflation through the use of warranties and other remedies that reduce the likelihood of a significant capital outlay.

Adverse economic conditions, particularly those that affect the markets in which our properties are located,located or downturns in our tenants’ industriesindustries, could impair our tenants’ ability to meet their lease obligations to us and our ability to renew expiring leases or re-lease space. In particular, the bankruptcy of one or more of our tenants could adversely affect our ability to collect rents from such tenants and maintain our portfolio’s occupancy.

The decreaseincrease in depreciation and amortization for the year ended December 31, 20242025 was primarily due to an increase in net investment activity during 2025, as well as properties soldacquired and developments stabilized in the previous year not having a full year of depreciation in the current year, offset by a full year’s worth of depreciation from property investments made in the previous year as well as partial depreciation from property investments made in the current year.

The increasedecrease in property and operating expenseexpenses for the year ended December 31, 20242025 was primarily due to a $2.9 million increasedecrease in non-reimbursable property expenses relatedfor totwo aproperties decreasethat inwere occupancy,re-leased and sold at the beginning of which2025 $1.7and millionend relatedof to2024, real estate taxes.respectively.

During the year ended December 31, 2024,2025, we recognized $49.0$39.7 million of impairment on our investments in rental properties, primarily from changes in the Company’s long-term hold strategy with respect to the individual properties. Such impairments were based on actual and expected sales prices of the individual properties and primarily relatedincluded toa our$14.6 strategicmillion decisionimpairment tocharge sellon our clinically-orientedtwo healthcare properties as part of our healthcare portfolio simplification strategy.properties. The timing and amount of impairment fluctuates from period to period depending on the specific facts and circumstances. The remaining impairments recognized during the year ended December 31, 2025 were not material.

The increase in other income (expenses) during the year ended December 31, 20242025 was primarily due to a $6.2$3.7 million unrealized foreign exchange gainloss recognized on the quarterly remeasurement of our $100 million Canadian Dollars (“CAD”) Revolving Credit Facility borrowings, compared to a $1.7$6.2 million unrealized foreign exchange lossgain recognized during the year ended December 31, 2023.2024.

The increasedecrease in net income iswas primarily due to ana $18.8 million increasedecrease in the gain on sale of real estate togetherof with$60.6 amillion, $7.9an millionincrease in interest expense of $20.4 million, and an increase in other incomeexpense (expenses),of and$12.6 $6.0million, millionwhich decreasewas in interest expense. These arepartially offset by an increase in thelease provisionrevenues, for impairmentnet of investment$22.3 in rental properties of $17.7 million and an $11.1 million decrease in lease revenues.million.

We acquire real estate using a combination of debt and equity capital and withcapital, cash from operations that is not otherwise distributed to our stockholders, and proceeds from dispositions of real estate properties. Our focus is on maximizing the risk-adjusted return to our stockholders through an appropriate balance of debt and equity in our capital structure. We are committed to maintaining an investment grade balance sheet through active management of our leverage profile and overall liquidity position. We believe our leverage strategy has allowed us to take advantage of the lower cost of debt while simultaneously strengthening our balance sheet, as evidenced by our current investment grade credit ratings of ‘BBB’ from S&P and ‘Baa2’ from Moody’s. We seek to maintain on a sustained basis a Leverage Ratio that is generally less than 6.0x. As of December 31, 2024,2025, we had total debt outstanding of $1.9$2.5 billion, Net Debt of $1.9$2.5 billion, Pro Forma Net Debt of $1.9$2.5 billion, a Net Debt to Annualized Adjusted EBITDAre ratio of 5.0x,6.0x, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 4.9x.5.8x.

Liquidity is a measure of our ability to meet potential cash requirements, including our ongoing commitments to repay debt, fund our operations, acquire and develop properties, make distributions to our stockholders, and fund other general business needs. As a REIT, we are required to distribute to our stockholders at least 90% of our REIT taxable income determined without regard to the dividends paid deduction and excluding net capital gains, on an annual basis. As a result, it is unlikely that we will be able to retain substantial cash balances to meet our long-term liquidity needs, including repayment of debt and the acquisitioninvestment of additional properties, from our annual taxable income. Instead, we expect to meet our long-term liquidity needs primarily by relying upon external sources of capital and proceeds from selective property dispositions.

Our short-term liquidity requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses as well asand interest payments on our outstanding debt, to pay distributions, to fund our acquisitions that are under control or expected to close within a short time period, and to pay for commitments to fund build-to-suit developments, tenant improvements, revenue generating capital expenditures, and transitional capital investments. Under leases where we are required to bear the cost of structural repairs and replacements, we do not currently anticipate making significant capital expenditures or incurring other significant propertyproperty-level costs, including as a result of inflationary pressures in the current economic environment, because of the strong occupancy levels across our portfolio and the net lease nature of our leases. We expect to meet our short-term liquidity requirements primarily from cash and cash equivalents balances and net cash provided by operating activities, supplemented by borrowings under our Revolving Credit Facility and capital recycled through selective property dispositions. We use cash on hand and borrowings under our Revolving Credit Facility to initially fund investments, which are subsequently repaid or replaced with proceeds from our equity and debt capital markets activities as well as proceeds from selective property dispositions.

As detailed in the contractual obligations table below, we have approximately $300.4$383.4 million of expected obligations due throughout 2025, primarily2026, consisting of $169.0$197.6 million of commitments to fund investments, $57.2 million of dividends declared, $54.1$107.8 million of projected interest expense, and$59.5 $20.2million of dividends declared, $16.8 million of mortgage amortization.payments and amortization, and $1.5 million of lessee obligations. We expect our cash provided by operating activities, as discussed below, will be sufficient to pay for our current obligations including interest and mortgage amortization. We expect to pay for commitments to fund investments and our dividends declared using our Revolving Credit Facility. As ofAt December 31, 2024,2025, we have $907.0$723.5 million of available capacity under our Revolving Credit Facility.

We expect to meet our long-term liquidity requirements primarily from borrowings under our Revolving Credit Facility, future debt and equity financings, as well asand proceeds from selective property dispositions. Our ability to access these capital sources may be impacted by unfavorable market conditions, particularly in the debt and equity capital markets, that are outside of our control. In addition, our success will depend on our operating performance, our borrowing restrictions, our degree of leverage, and other factors. Our acquisition growth strategy significantly depends on our ability to obtain acquisition financing on favorable terms. We seek to reduce the risk that long-term debt capital may be unavailable to us by strengthening our balance sheet by investing in real estate with creditworthy tenants and lease guarantors, and by maintaining an appropriate mix of debt and equity capitalization. We also, from time to time, obtain or assume non-recourse mortgage financing from banks and insurance companies secured by mortgages on the corresponding specific property subject to limitations imposed by our Revolving Credit Facility covenants and our investment grade credit rating.

Our equity capital is primarily provided through our at-the-market common equity offering program (“ATM Program”), as well as follow-on equity offerings. During May 2024, we replaced our prior ATM Program with a new ATM Program with the same aggregate gross sales price of up to $400.0 million. Under the terms of our ATM Program we may, from time to time, publicly offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million. The ATM Program provides for forward sale agreements, which enable us to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds. During the year ended December 31, 2024, in connection with forward sales agreements provided for under the ATM Program, we sold 2,187,700 shares of common stock at a weighted average price of $18.29 per share, subject to certain adjustments. We expect to settle the outstanding shares of these forward sales agreements before their maturities in August and September 2025. Our estimated net proceeds of these forward sale agreements, assuming physical settlement for cash as of December 31, 2024, is approximately $38.5 million. We have not settled any part of these forward sales agreements as of December 31, 2024. After considering the shares sold subject to forward sale agreements, we have $360.0$348.6 million of capacity remaining under the ATM Program as of December 31, 2024. There were no shares issued under the ATM Program for the year ended December 31, 2023.2025.

Our public offerings have been used to repay debt, to fund acquisitions,investments, and for other general corporate purposes.

(a)At December 31, 2024,2025, a balance of $23.5$193.0 million was subject to daily simple SOFR. At December 31, 2024,2025, the balance includes $100$100.0 million CAD borrowings remeasured to $69.5$73.0 million USD, and was subject to the daily simple Canadian Overnight Repo Rate Average (“CORRA”) of 3.32%.2.30%.

(b)At December 31, 2024,2025, overnight SOFR was 4.49%.3.87%.

(d)Our Revolving Credit Facility contains two six-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.0625% of the revolving commitments.

Except where the context suggests otherwise, as used in this Quarterly Report on Form 10-Q, the terms “BNL,” “we,” “us,”“our,” and “our Company” refer to Broadstone Net Lease, Inc., a Maryland corporation incorporated on October 18, 2007, and, as required by context, Broadstone Net Lease, LLC, a New York limited liability company, which we refer to as the or our “OP,” and to their respective subsidiaries.

•“investments” or amounts “invested” include real estate investments in new property acquisitions, revenue generating capital expenditures, whereby we agree to fund certain expenditures in exchange for increased rents that often include rent escalations and terms consistent with that of the underlying lease, build-to-suit developments,and redevelopment projects, and transitional capital, which represent shorter term investments and currently includes preferred equity investments, and exclude capitalized costs;

We are an industrial-focused, diversified net lease real estate investment trust (“REIT”) that invests in primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. As of MarchJune 31,30, 2026, our portfolio includes 773766 properties, with 766759 properties located in 44 U.S. states and seven properties located in four Canadian provinces.

We expect to achieve growth in revenues and earnings through our three core building blocks, which are (1) embedded same store net operating income growth through best-in-class portfolio rent escalations, stable rent collections, minimal credit losses, strong lease rollover outcomes, accretive recycling, and revenue generating capital expenditures with existing tenants, (2) development activity, including build-to-suit developments,projects and redevelopment of existing assets, and (3) a diversified acquisition pipeline.

-Diversified Investment Strategy. We invest in real estate through property acquisitions, revenue generating capital expenditures, build-to-suitdevelopment developments,projects, and transitional capital. Our investments in these alternatives fluctuate from time to time depending on macroeconomic conditions and business or market trends. Our strong relationships with brokers, developers, and tenants provides access to off-market and marketed investment opportunities. Off-market transactions are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. Marketed transactions are often characterized by extensive buyer competition. For all investments, we seek to maintain our portfolio’s diversification by property type, geography, tenant, and industry in an effort to reduce fluctuations in income caused by under-performing individual real estate assets or adverse economic conditions affecting an entire industry or geographic region.

-Diversified Portfolio. As of MarchJune 31,30, 2026, our portfolio was comprised of approximately 41.941.7 million rentable square feet of operational space, was highly diversified based on property type, geography, tenant, and industry, and was cross-diversified within each (e.g., property-type diversification within a geographic concentration):

-Strong In-Place Leases with Significant Remaining Lease Term. As of MarchJune 31,30, 2026, our portfolio was approximately 99.8%100.0% leasedleased, based on square footage, with an ABR weighted average remaining lease term of approximately 9.59.3 years, excluding renewal options.

Since 2022 and continuing into 2026, challenging macroeconomic and volatile geopolitical conditions have affected the broader commercial real estate market, including the net lease sector. During this period, interest rates remained elevated, contributing to a materially higher cost of capital for commercial real estate participants. The sustained high-rate environment during this period exceeded movements in commercial real estate capitalization rates, resulting in compression of returns on new investments. Market expectations regarding potential future monetary policy relief contributed to net lease property sellers maintaining elevated pricing expectations, which continued to limit transaction activity. These conditions have constrained, and may continue to constrain, the ability of commercial real estate owners, including us, to complete investments at volumes and accretion levels consistent with periods preceding this environment, which has contributed to lower earnings growth compared to those historical periods. Notwithstanding these conditions, we believe that our portfolio performance, ability to opportunistically access public equity and debt markets, and liquidity position provide a foundation to pursue future investment opportunities. We expect that revenues and earnings will continue to be supported by our three primary growth drivers: embedded same store net operating income growth, build-to-suit development activity, and a diversified acquisition pipeline.

During the three and six months ended MarchJune 31,30, 2026, our investment activity consisted of the following:

(a)Transitional capital, which represents a contractual yield on invested capital, and build-to-suitdevelopment developments,projects, which do not generate revenue until stabilization, are excluded from the calculations of total cash capitalization, weighted average lease terms, and weighted average rent increases.

Build-to-Suit Development Projects

The following tabletables summarizessummarize the Company’s in-process build-to-suit (“BTS”) and stabilizedredevelopment developmentsprojects as of MarchJune 31,30, 2026:

(a)The period in which we have acquired access to the land and begun physical construction on a property. For redevelopments, this date also represents the date of the expiring leases from our Original Property ABR.

(b)Represents our current estimate of the period in which we will have substantially completed a project and thewe projectexpect isto madebegin availablecollecting for occupancy.rents. We expect to update our timing estimates on a quarterly basis.

(c)Represents the estimated costs to be incurred to complete development of each project, inclusive of any economic incentive amounts expected to be received. We expect to update our estimates upon completion of the project, or sooner if there are any significant changes to expected costs from quarter to quarter. Excludes capitalized costs consisting of capitalized interest and other acquisition costs. Redevelopment projects include remaining GAAP basis of the property from the initial purchase, which includes impacts of depreciation, accelerated depreciation, or impairments.

The following charts summarize our portfolio diversification by property type, tenant, brand, industry, and geographic location as of MarchJune 31,30, 2026. These portfolio statistics exclude transitional capital investments. The percentages below are calculated based on our ABR of $438.8$439.8 million as of MarchJune 31,30, 2026.

The following chart sets forth our lease expirations based upon the terms of the leases in place as of MarchJune 31,30, 2026.

Substantially all of our leases provide for periodic contractual rent escalations. As of MarchJune 31,30, 2026, leases contributing 96.8% of our ABR provided for increases in future ABR, generally ranging from 1.5% to 3.0% annually, with an ABR weighted average annual increase equal to 2.1% of base rent. Generally, our rent escalators increase rent on specified dates by a fixed percentage. Our escalations provide us with a source of organic revenue growth and a measure of inflation protection. Additional information on lease escalation frequency and weighted average annual escalation rates as of MarchJune 31,30, 2026 is displayed below:

(a)Represents the ABR weighted average annual increase of the entire portfolio as if all escalations occurred annually. For leases where rent escalates by the greater of a stated fixed percentage or the change in CPI, we have assumed an escalation equal to the stated fixed percentage in the lease. As of MarchJune 31,30, 2026, leases contributing 4.3%4.4% of our ABR provide for rent increases equal to the lesser of a stated fixed percentage or the change in CPI. As any future increase in CPI is unknowable at this time, we have not included an increase in the rent pursuant to these leases in the weighted average annual increase presented.

The escalation provisions of our leases (by percentage of ABR) as of MarchJune 31,30, 2026, are displayed in the following chart:

The following table presents our transitional capital investments at MarchJune 31,30, 2026:

(a)Each of the Company’s transitional capital investments at MarchJune 31,30, 2026 are in the form of preferred equity.

(c)Agreement includes an additional $7.8 million commitment of preferred capital at the Company’s sole discretion. The remaining commitment at MarchJune 31,30, 2026 is $3.0$2.6 million. Agreement contains two one-year extension options subject to a 0.50% extension fee. Repayment at end of term subject to a $3.5 million repayment fee.

(d)Underlying property metrics at MarchJune 31,30, 2026: 28 retail spaces, 0.3 million rentable square feet, 5.86.9 years of weighted average remaining lease term, 98.3% occupancy rate (based on square feet and including leases that have been executed but rent has not yet commenced), and 99.0%99.2% rent collection (on a quarterly basis).

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended DecemberMarch 31, 20252026

The increase in Lease revenues, net, during the three months ended MarchJune 31,30, 2026, was primarily attributable to receiving a full quarter of rents related to $176.7$61.2 million of real property acquisitions at a weighted average cash capitalization rate of 7.0%9.0% and the stabilization of two build-to-suit projects, including a $54.1$78.2 million build-to-suit development at a cash capitalization rate of 7.5%6.6%, and a $52.2 million build-to-suit development at a cash capitalization rate of 7.6% during the three months ended DecemberJune 31, 2025. Additionally, we closed on $62.1 million of acquisitions and revenue generating capital expenditures at a weighted average cash capitalization rate of 9.0% during the three months ended March 31,30, 2026. These increases in rent were partially offset by dispositions during prior periods and during the three months ended MarchJune 31,30, 2026. Lastly, there were no write-offs of accrued rental income during the three months ended March 31, 2026. Write-offs of accrued rental income are discrete charges in a quarter related to collection probabilities and fluctuate quarter to quarter.

During the three months ended MarchJune 31,30, 2026, we didrecognized not$3.5 recognizemillion anyof impairment.impairment resulting primarily from changes in our long-term hold strategy with respect to the individual properties. Such impairments were based on actual sales prices of the individual properties. The timing and amount of impairment fluctuates from period to period depending on the specific facts and circumstances.

Our recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market. During the three months ended MarchJune 31,30, 2026, we recognized a gain of $13.0 million on the sale of three properties, compared to a gain of $7.1 million on the sale of one property, compared to a gain of $8.4 million on the sale of five propertiesproperty during the three months ended DecemberMarch 31, 2025.2026.

The increasedecrease in net income is primarily attributable to a $4.7$7.6 million decreaseincrease in thedepreciation and amortization expense, a $3.5 million increase in provision for impairment of investment in rental properties, and a $3.1$1.5 million increase in leasegeneral revenues,and net,administrative a $5.2 million decrease in other expenses, primarily related to a decrease in unrealized foreign exchange loss.expenses. This was partially offset by a $1.2$5.9 million decreaseincrease in gain on sale of real estate.

ThreeSix Months Ended MarchJune 31,30, 2026 Compared to ThreeSix Months Ended MarchJune 31,30, 2025

The increase in lease revenues, net was primarily attributable to growth in our real estate portfolio. Subsequent to the firstsecond quarter of 2025, we had a total of $376.4$384.2 million of acquisitions and revenue generating capital expenditures at a cash capitalization rate of 7.1%,7.4%, asand well as had a $54.1$184.4 million of build-to-suit developmentdevelopments reachreached stabilization at a weighted average cash capitalization rate of 7.5%.7.1%. This stabilized investment activity iswas partially offset by 2025 disposition activity of $96.1$149.8 million at a weighted average cash capitalization rate of 7.3%6.5% on tenanted properties.properties over the same period. Additionally, there were no write-offs of accrued rental income during the threesix months ended MarchJune 31,30, 2026. Write-offs of accrued rental income are discrete charges in a quarter related to collection probabilities and fluctuate quarter to quarter. TheFurther, the increase in lease revenues, net was partially due to an increase in operating expenses billed to tenants, corresponding to the increase in reimbursable property and operating expenses over the same period. Lastly, the increase in lease revenues, net was partially due to net recoveries of bad debt during the threesix months ended MarchJune 31,30, 2026 compared to bad debt expense during the threesix months ended DecemberJune 31,30, 2025.

The increase in depreciation and amortization for the threesix months ended MarchJune 31,30, 2026 was primarily attributable to $6.2 million of accelerated depreciation recognized in connection with the demolition of a property being redeveloped, and due to timing and amount of net investment activity in our real estate portfolio as discussed above.

During the threesix months ended MarchJune 31,30, 2026, we didrecognized not$3.5 recognizemillion anyof impairment.impairment resulting primarily from changes in our long-term hold strategy with respect to the individual properties. Such impairments were based on actual sales prices of the individual properties. The timing and amount of impairment fluctuates from period to period depending on the specific facts and circumstances.

The increase in interest expense for the threesix months ended MarchJune 31,30, 2026 is primarily due to the completion of our $350.0 million 5.00% senior unsecured notes during the third quarter of 2025, the proceeds of which were used to fund acquisitions and paydown the Revolving Credit Facility during 2025. Additionally, the increase in interest expense during the threesix months ended MarchJune 31,30, 2026 is due to increased borrowings on our variable-rate USD Revolving Credit Facility to fund investment activity.

Our recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market. During the threesix months ended MarchJune 31,30, 2026, we recognized a gain of $7.1$20.1 million on the sale of onenine property,properties, compared to a gain of $0.4$1.0 million on the sale of three11 properties during the threesix months ended MarchJune 31,30, 2025.

The increase in other income during the threesix months ended MarchJune 31,30, 2026 was primarily due to a $1.4$2.7 million foreign exchange gain recognized on the quarterly remeasurement of our $100.0 million Canadian Dollars (“CAD”) Revolving Credit Facility borrowings, compared to a $0.3$3.7 million unrealized foreign exchange loss recognized during the threesix months ended MarchJune 31,30, 2025.

The increase in net income is primarily due to a decrease in impairment charges of $16.1$24.5 million, an increase in net lease revenues of $12.7$22.0 million, and an increase in the gain on sale of real estate of $19.1 million, and an increase in other income of $6.7 million. These are partially offset by an increase in interest expense of $5.2$9.9 million andmillion, an increase in depreciation and amortization of $2.0$8.6 million, an increase in general and administrative expenses of $3.0 million, and an increase in property and operating expenses of $1.5 million.

We acquire real estate using a combination of debt and equity capital, cash from operations that is not otherwise distributed to our stockholders, and proceeds from dispositions of real estate properties. Our focus is on maximizing the risk-adjusted return to our stockholders through an appropriate balance of debt and equity in our capital structure. We are committed to maintaining an investment grade balance sheet through active management of our leverage profile and overall liquidity position. We believe our leverage strategy has allowed us to take advantage of the lower cost of debt while simultaneously strengthening our balance sheet, as evidenced by our current investment grade credit ratings of ‘BBB’ from S&P and ‘Baa2’ from Moody’s. We seek to maintain on a sustained basis aPro LeverageForma RatioNet Debt to Annualized Adjusted EBITDAre ratio that is generally less than 6.0x. As of MarchJune 31,30, 2026, we had total debt outstanding of $2.7 billion, Net Debt of $2.6$2.7 billion, Pro Forma Net Debt of $2.6 billion, a Net Debt to Annualized Adjusted EBITDAre ratio of 6.1x, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 5.8x.5.9x.

As detailed in the contractual obligations table below, we have approximately $331.3$235.2 million of expected obligations due throughout the remainder of 2026, consisting of $171.9$116.7 million of commitments to fund investments, $82.0$55.9 million of projected interest expense, $59.9$61.1 million of dividends declared, $16.3$0.8 million of mortgage paymentspayments, and amortization, and $1.1$0.8 million of lessee obligations. We expect our cash provided by operating activities, as discussed below, will be sufficient to pay for our current obligations, including interest and mortgage amortization. We expect to pay for commitments to fund investments and our dividends declared using our Revolving Credit Facility. At MarchJune 31,30, 2026, we had $591.9$542.1 million of available capacity under our Revolving Credit Facility.

Our equity capital is primarily provided through our at-the-market common equity offering program (“ATM Program”), as well as follow-on equity offerings. Under the terms of our ATM Program we may, from time to time, publicly offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million. The ATM Program provides for forward sale agreements, which enable us to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds. After considering the shares sold subject to forward sale agreements, we had $281.0$237.3 million of capacity remaining under the ATM Program as of MarchJune 31,30, 2026.

Unsecured Indebtedness as of MarchJune 31,30, 2026

The following table sets forth our outstanding Revolving Credit Facility, unsecured term loans and senior unsecured notes at MarchJune 31,30, 2026:

(a)At MarchJune 31,30, 2026, a balance of $326.0$377.0 million was subject to daily simple SOFR. At MarchJune 31,30, 2026, the balance includes $100.0 million CAD borrowings remeasured to $71.6$70.4 million USD, and was subject to the daily simple Canadian Overnight Repo Rate Average ("CORRA") of 2.27%.2.34%.

(cb)At MarchJune 31,30, 2026, one-month SOFR was 3.66%.3.65%.

We are subject to various covenants and financial reporting requirements pursuant to our debt facilities, which are summarized below. As of MarchJune 31,30, 2026, we believe we were in compliance with all of our covenants on all outstanding borrowings. In the event of default, either through default on payments or breach of covenants, we may be restricted from paying dividends to our stockholders in excess of dividends required to maintain our REIT qualification. For each of the previous three years, we paid dividends out of our cash flows from operations in excess of the distribution amounts required to maintain our REIT qualification.