GOOD 10-K & 10-Q changes, risk factors and insider trading
Gladstone Commercial Corp. (also GOODN, GOODO) · Nasdaq · Lessors Of Real Property, Nec · CIK 1234006 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “The number of shares of preferred stock outstanding may increase as a result of bimonthly closings related to our Offering of Series F Preferred Stock, which could adversely affect our business, financial condition and results of operations.”
Largest changes
“The number of shares of preferred stock outstanding may increase as a result of bimonthly closings related to our Offering of Series F Preferred Stock, which could adversely affect our business, financial condition and results of operations.”see in full comparison
The agreement governing our Credit Facility requires us to comply with certain financial and operational covenants. These covenants require us to, among other things, maintain certain financial ratios, including fixed charge coverage, debt service coverage and a minimum net worth. We are also required to limit our distributions to stockholders to 95% of oursee in full comparisonFFO.Core Funds from Operations (“FFO”) (as defined in the Advisory Agreement). As of December 31,2024,2025, we were in compliance with these covenants. However, our continued compliance with these covenants depends on many factors, and could be impacted by current or future economic conditions, and thus there are no assurances that we will continue to comply with these covenants. Failure to comply with these covenants would result in a default which, if we were unable to obtain a waiver from the lenders, could accelerate our repayment obligations under the Credit Facility and thereby have a material adverse impact on our liquidity, financial condition, results of operations and ability to pay distributions to stockholders.
“Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under our Credit Facility and monthly dividend obligations with respect to our preferred stock and to pay dividends on our common stock.”see in full comparison
“The number of outstanding shares of preferred stock may increase as a result of bimonthly closings related to our Offering of Series F Preferred Stock. The issuance of additional shares of Preferred Stock could have significant consequences on our future operations, including:”see in full comparison
As of December 31,see in full comparison2024,2025, we owned135151 properties and had132143 leases on these properties, and our five largest tenants accounted for approximately16.9%17.2% of our total lease revenue. A consequence of a limited number of tenants is that the aggregate returns we realize may be materially adversely affected by the unfavorable performance of a small number of tenants. We generally do not have fixed guidelines for industry concentration, but we are restricted from exceeding an industry concentration greater than 20% without approval of our investment committee. As of December 31,2024,2025,15.8%15.2% was earned from tenants in the Automotive industry, 12.6% of our total lease revenue was earned from tenants in the Diversified/Conglomerate Services industry,14.5% was earned from tenants in the Automotive industry, 9.9%9.6% was earned from tenants in the Buildings and Real Estate industry, and9.0%8.7% was earned from tenants in the Telecommunications industry. As a result, a downturn in an industry in which we have invested a significant portion of our total assets could have a material adverse effect on us. Similarly, events and actions that may not affect us directly, such as tariffs or changes in government regulation, could nevertheless have a material adverse effect on us if such events and actions adversely impact our tenants.
The Advisory Agreement contemplates a quarterly incentive fee based on oursee in full comparisonCore Funds from Operations (“FFO”)(as defined in the Advisory Agreement). Our Adviser has the ability to issue a full or partial waiver of the incentive fee for current and future periods; however, our Adviser is not required to issue any waiver. Any waiver issued by our Adviser is a voluntary, non-contractual, unconditional and irrevocable waiver.For the year ended December 31, 2022, our Advisor did not issue a full or partial waiver of the incentive fee.Under the amendment of the Advisory Agreement dated January 10, 2023, our Advisor was not entitled to receive an incentive fee for the quarters ended March 31, 2023 and June 30, 2023. Under the amendment of the Advisory Agreement dated July 11, 2023, our Advisor was not entitled to receive an incentive fee for the quarters ended September 30, 2023 and December 31, 2023. No waivers were required, as the incentive fees for the 12-month period were contractually eliminated. For theyearyears ended December 31, 2025 and 2024, our Adviser issued a voluntary waiver of a portion of the incentive fee of $1.5 million and $2.3million.million, respectively. If our Adviser does not issue other voluntary waivers in future quarters, it could negatively impact our earnings and may compromise our ability to maintain our current level of, or increase, distributions to our stockholders, which could have a material adverse impact on the market price of our securities.
Full comparison: every changed paragraph (23)
Certain of our tenants and borrowers may be unable to pay rent or make mortgage payments,rent, which could adversely affect our cash available to make distributions to our stockholders.
Some of our tenants and borrowers may have recently been either restructured using leverage, or acquired in a leveraged transaction. Tenants and borrowers that are subject to significant debt obligations may be unable to make their rent or mortgage payments if there are adverse changes to their businesses or because of the impact of public health emergencies. Rising interest rates, inflation and recessionary conditions also impact a tenant’s ability to timely make their rent or mortgage payments. Tenants that have experienced leveraged restructurings or acquisitions will generally have substantially greater debt and substantially lower net worth than they had prior to the leveraged transaction. In addition, the payment of rent and debt service may reduce the working capital available to leveraged entities and prevent them from devoting the resources necessary to remain competitive in their industries.
In situations where management of the tenant or borrower will change after a transaction, it may be difficult for our Adviser to determine with reasonable certainty the likelihood of the tenant’s or borrower’s business success and of its ability to pay rent or make mortgage payments throughout the lease or loan term. These companies generally are more vulnerable to adverse economic and business conditions, and increases in interest rates.
We focus our investments on industrial and office properties, a number of which include manufacturing facilities, special use storage or warehouse facilities and special use single or multi-tenant properties. TheseOur real estate portfolio also includes office properties, which are a secondary focus for our business. Our types of real estate properties are relatively illiquid compared to other types of real estate and financial assets. This illiquidity will limit our ability to quickly change our portfolio in response to changes in economic or other conditions. To the extent the properties are not subject to net leases, some significant expenditures, such as real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investment. Should these events occur, our income and funds available for distribution could be adversely affected. In addition, as a REIT, we may be subject to a 100% tax on net income derived from the sale of property considered to be held primarily for sale to customers in the ordinary course of our business. We may seek to avoid this tax by complying with certain safe harbor rules that generally limit the number of properties we may sell in a given year, the aggregate expenditures made on such properties prior to their disposition, and how long we retain such properties before disposing of them. However, we can provide no assurance that we will always be able to comply with these safe harbors. If compliance is possible, the safe harbor rules may restrict our ability to sell assets in the future and achieve liquidity that may be necessary to fund distributions.
•Lower middle market businesses typically have narrower product lines and smaller market shares than large businesses. Because our target tenants and borrowers are typically smaller businesses that may have narrower product lines and smaller market share, they may be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns.downturns, conditions, and events.
As of December 31, 2024,2025, we owned 135151 properties and had 132143 leases on these properties, and our five largest tenants accounted for approximately 16.9%17.2% of our total lease revenue. A consequence of a limited number of tenants is that the aggregate returns we realize may be materially adversely affected by the unfavorable performance of a small number of tenants. We generally do not have fixed guidelines for industry concentration, but we are restricted from exceeding an industry concentration greater than 20% without approval of our investment committee. As of December 31, 2024,2025, 15.8%15.2% was earned from tenants in the Automotive industry, 12.6% of our total lease revenue was earned from tenants in the Diversified/Conglomerate Services industry, 14.5% was earned from tenants in the Automotive industry, 9.9%9.6% was earned from tenants in the Buildings and Real Estate industry, and 9.0%8.7% was earned from tenants in the Telecommunications industry. As a result, a downturn in an industry in which we have invested a significant portion of our total assets could have a material adverse effect on us. Similarly, events and actions that may not affect us directly, such as tariffs or changes in government regulation, could nevertheless have a material adverse effect on us if such events and actions adversely impact our tenants.
Many factors affect the value of our equity securities and our ability to make or maintain the current levels of distributions to stockholders, including the state of the capital markets and the economy. The availability of credit has been and may in the future again be adversely affected by illiquid credit markets, which could result in financing terms that are less attractive to us and/or the unavailability of certain types of debt financing. Regulatory pressures and the burden of troubled and uncollectible loans hashave led some lenders and institutional investors to reduce, and in some cases, cease to provide funding to borrowers. If these market conditions recur or if interest rates continue to fluctuate significantly, they may limit our ability and the ability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs, or may cause our tenants to incur increased costs associated with issuing debt instruments, which may materially affect our financial condition and results of operations and the value of our equity securities and our ability to sustain payment of distributions to stockholders at current levels.
The agreement governing our Credit Facility requires us to comply with certain financial and operational covenants. These covenants require us to, among other things, maintain certain financial ratios, including fixed charge coverage, debt service coverage and a minimum net worth. We are also required to limit our distributions to stockholders to 95% of our FFO.Core Funds from Operations (“FFO”) (as defined in the Advisory Agreement). As of December 31, 2024,2025, we were in compliance with these covenants. However, our continued compliance with these covenants depends on many factors, and could be impacted by current or future economic conditions, and thus there are no assurances that we will continue to comply with these covenants. Failure to comply with these covenants would result in a default which, if we were unable to obtain a waiver from the lenders, could accelerate our repayment obligations under the Credit Facility and thereby have a material adverse impact on our liquidity, financial condition, results of operations and ability to pay distributions to stockholders.
We intend to acquire additional properties by using our Credit Facility, long-term private debt financing and long-term mortgage financing, where we will borrow a portion of the purchase price of a potential acquisition and secure the loan with a mortgage on some or all of our existing real property. We look to institutional buyers for our bond issuances and we look to regional banks, insurance companies and other non-bank lenders, and, to a lesser extent, the commercial mortgage backed securities (“CMBS”) market to issue mortgages to finance our real estate activities. For the year ended December 31, 2024,2025, we obtained approximately $15.2 million in long-term mortgage financing and $75.0$85.0 million of long-term private debt financing, which we used to acquire additional properties and repay our revolving credit facility and bank term loans. If we are unable to make our debt payments as required, a mortgage lender could foreclose on the property securing its loan. This could cause us to lose part or all of our investment in such propertyproperty, which in turn could cause the value of our securities or the amount of distributions to our stockholders to be reduced.
We may experience interest rate volatility in connection with mortgage loans on our properties or other variable-rate debt that we may obtain from time to time. Certain of our leases contain escalations based on market interest rates and the interest rate on our Credit Facility is variable. We do not have $7.3 million outstanding principal onany variable rate mortgages that are not swapped to fixed rates as of December 31, 2024.2025. Although we seek to mitigate this risk by structuring such provisions to contain a maximum interest rate or escalation rate, as applicable, and generally obtain rate caps and interest rate swaps to limit our exposure to interest rate risk, these features or arrangements do not eliminate this risk. We are also exposed to the effects of interest rate changes as a result of holding cash and cash equivalents in short-term, interest-bearing investments. We have entered into interest rate caps and interest rate swaps to attempt to manage our exposure to interest rate fluctuations on the outstanding Term Loan components of our Credit Facility. Additionally, increases in interest rates, or reduced access to credit markets due, among other things, to more stringent lending requirements or a high level of leverage, may make it difficult for us to refinance our mortgage debt as it matures or limit the availability of mortgage debt, thereby limiting our acquisition and/or refinancing activities. Even in the event that we are able to secure mortgage debt on, or otherwise refinance our mortgage debt, due to increased costs associated with securing financing and other factors beyond our control, we may be unable to refinance the entire mortgage debt as it matures or be subject to unfavorable terms, including higher loan fees interest rates and periodic payments, if we do refinance the mortgage debt. A significant change in interest rates could have an adverse impact on our results of operations.
A decline in the credit rating of the $75.0 million senior unsecured 6.47% notes (the “2029 Notes,Notes”) and the $85.0 million senior unsecured 5.99% notes (the “2030 Notes”), which we guarantee, will increase our cost of such debt. In addition, our credit ratings can affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur. There can be no assurance that we will be able to maintain our current credit ratings, and in the event our credit ratings are downgraded, we would likely incur higher borrowing costs and may encounter difficulty in obtaining additional financing. Also, a downgrade in our credit ratings may trigger additional payments or other negative consequences under certain of our debt instruments. Adverse changes in our credit ratings could negatively impact our business and, in particular, our refinancing and other capital market activities, our ability to manage debt maturities, our future growth and our development and acquisition activity.
The 2029 NotesNotes, the 2030 Notes, and certain of our other secured loans contain, and any other future indebtedness we incur may contain, various covenants, including business activity restrictions, and the failure to comply with those covenants could materially adversely affect us.
The 2029 NotesNotes, the 2030 Notes, and certain of our other secured loans contain, and any other future indebtedness we incur may contain, certain covenants, which, among other things, restrict our activities, including, the incurrence of indebtedness, disposition of assets, mergers and transactions with affiliates. We are also subject to financial and operating covenants including, as applicable, requirements to maintain certain financial coverage ratios and restrictions on our ability to make distributions to stockholders. Failure to comply with any of these covenants would likely result in a default under the applicable indebtedness that would permit the acceleration of amounts due thereunder and under other indebtedness and foreclosure of properties, if any, serving as collateral therefor. The business activity limitations contained in the various covenants will restrict our ability to engage in some business activities that may otherwise be in our best interests.
We have acquired an interest in threefour of our properties by acquiring a leasehold interest in the land underlying the property, and we may acquire additional properties in the future that are subject to similar ground leases. In this situation, while we own the building that occupies the land subject to the ground lease, we have no economic interest in the land underlying the property and do not control this land; thus, this type of ownership interest poses potential risks for our business because (i) if the ground lease terminates for any reason, we will lose our interest in the property, including any investment that we made in the property, (ii) if our tenant defaults under the previously existing lease, we will continue to be obligated to meet the terms and conditions of the ground lease without the annual amount of ground lease payments reimbursable to us by the tenant, and (iii) if the third party owning the land under the ground lease disrupts our use either permanently or for a significant period of time, then the value of our assets could be impaired and our results of operations could be adversely affected.
We have no employees, and are therefore dependent on the senior management and other key management members who are employed by our Adviser or Administrator, as applicable, to carry out our business and investment strategies. Our future success depends to a significant extent on the continued service and coordination of our senior management team, particularly David Gladstone, our chairman and chief executive officer, Arthur “Buzz” Cooper, our president, and Gary Gerson, our chief financial officer. Although we, through our Adviser and Administrator, engage in customary mitigating activities, such as succession planning, the death, disability, or the unplanned departure of any of our executive officers or key personnel from the Adviser or Administrator, as applicable, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives.
The Advisory Agreement contemplates a quarterly incentive fee based on our Core Funds from Operations (“FFO”) (as defined in the Advisory Agreement). Our Adviser has the ability to issue a full or partial waiver of the incentive fee for current and future periods; however, our Adviser is not required to issue any waiver. Any waiver issued by our Adviser is a voluntary, non-contractual, unconditional and irrevocable waiver. For the year ended December 31, 2022, our Advisor did not issue a full or partial waiver of the incentive fee. Under the amendment of the Advisory Agreement dated January 10, 2023, our Advisor was not entitled to receive an incentive fee for the quarters ended March 31, 2023 and June 30, 2023. Under the amendment of the Advisory Agreement dated July 11, 2023, our Advisor was not entitled to receive an incentive fee for the quarters ended September 30, 2023 and December 31, 2023. No waivers were required, as the incentive fees for the 12-month period were contractually eliminated. For the yearyears ended December 31, 2025 and 2024, our Adviser issued a voluntary waiver of a portion of the incentive fee of $1.5 million and $2.3 million.million, respectively. If our Adviser does not issue other voluntary waivers in future quarters, it could negatively impact our earnings and may compromise our ability to maintain our current level of, or increase, distributions to our stockholders, which could have a material adverse impact on the market price of our securities.
In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets. The remainder of our investment in securities (other than government securities, securities of taxable REIT subsidiaries (“TRSs”) and qualified real estate assets) generally cannot include more than 10% by voting power or vote of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20%25% (25%20% for taxable years beginning after December 31, 2017 and before January 1, 20182026) of the value of our total assets can be represented by the securities of one or more TRSs.
The number of shares of preferred stock outstanding may increase as a result of bimonthly closings related to our Offering of Series F Preferred Stock, which could adversely affect our business, financial condition and results of operations.
The number of outstanding shares of preferred stock may increase as a result of bimonthly closings related to our Offering of Series F Preferred Stock. The issuance of additional shares of Preferred Stock could have significant consequences on our future operations, including:
•making it more difficult for us to meet our payment and other obligations to holders of our preferred stock and under our Credit Facility and to pay dividends on our common stock;
•reducing the availability of our cash flow to fund acquisitions and for other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; and
•limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, and adverse changes the industry in which we operate and the general economy.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under our Credit Facility and monthly dividend obligations with respect to our preferred stock and to pay dividends on our common stock.
Management's Discussion & Analysis (MD&A)
Largest changes
“We believe we currently have adequate liquidity in the near term, and we believe that our cash on hand combined with the availability on our Credit Facility is sufficient to cover all near term debt obligations and operating expenses and to continue our industrial growth strategy. As of December 31, 2024, we had $101.7 million in available liquidity via our revolving credit facility and cash on hand and were in compliance with all of our debt covenants. We amended our Credit Facility in 2019 to increase our borrowing capacity and extend its maturity date. …”see in full comparison
“During 2025, we continued to strengthen our balance sheet and liquidity position. In October 2025, we amended, extended, and upsized our Credit Facility from $525.0 million to $600.0 million, with an option to further increase the facility to $850.0 million. Further, in December 2025, our Operating Partnership issued $85.0 million in a private placement of the 5.99% 2030 Notes. …”see in full comparison
“The business environment stabilized late in 2025 as interest rate volatility eased. After holding its benchmark rate steady for much of the year, the Federal Reserve implemented a 25 basis point cut in each of September, October, and December, lowering the federal funds target range in aggregate by 75 basis points to 3.50% to 3.75% by year-end. Subsequent to year end, the Federal Reserve held rates unchanged. Lower short-term rates improved sentiment in commercial real estate late in the year, though financing conditions remained selective and transaction activity limited. …”see in full comparison
Broader economic and geopolitical uncertainty due to recent world events and tariffs continues to influence tenant decision making, particularly for industrial users evaluating supply chain resiliency and domestic production needs. While shifts toward onshoring and advanced manufacturing may support long term industrial demand, these decisions typically require extended planning and capital investment and may take time to translate into leasing activity. These uncertain times create both risks and opportunities for us and our tenants, and we believe we are well-capitalized and positioned to take advantage. The environmental landscape remains unpredictable due to the increase in intensity of weather patterns, including hurricanes. We continue to monitor our properties and have not seen any significant impact to our properties in Florida, Georgia, North Carolina, South Carolina, Tennessee, and Texas from the recent hurricane season.see in full comparison
“The geopolitical landscape remains fractured due to recent world events. Many domestic manufacturing businesses seek to limit supply chain disruptions by bringing their operations back to the United States. A level of work-from-home trends appear to be here to stay, but many employees are returning to the office, particularly following the presidential transition. We expect that industrial demand will be further buoyed by government investment in infrastructure and advanced manufacturing operations. …”see in full comparison
Net income available to common stockholders and Non-controlling OP Unitholderssee in full comparisonincreaseddecreased for the year ended December 31,2024,2025, as compared tonet loss attributable to common stockholders and Non-controlling OP Unitholdersthe year ended December 31,2023,2024, primarily due tolowertheimpairmentgainchargeson sale, net, from the prior period coupled withaanhigherincreasegaininoninterestsaleexpenseofandrealdepreciationestate,expensenet.in the current period. This was partially offset by an increase in recovery revenue from property expenses, an increase in rental rates from leasing activity, a decrease in the net incentive fee payable to theAdviserAdviser,inandthehighercurrentimpairmentperiod, which was contractually eliminatedcharges in the priorperiod, and a lower gain on debt extinguishment, net, in the currentperiod.
Full comparison: every changed paragraph (87)
We actively communicate with buyoutprivate equity funds, real estate brokers and other third parties to locate properties for potential acquisition or to provide mortgage financing in an effort to build our portfolio. We target secondary growth markets that possess favorable economic growth trends, diversified industries, and growing population and employment.
•the weighted average remaining term of our mortgage debt was 3.42.5 years and the weighted average interest rate was 4.29%4.21%; and
•the weighted average remaining term of our senior unsecured notes was 4.4 years, and the weighted average interest rate was 6.22%; and
The business environment stabilized late in 2025 as interest rate volatility eased. After holding its benchmark rate steady for much of the year, the Federal Reserve implemented a 25 basis point cut in each of September, October, and December, lowering the federal funds target range in aggregate by 75 basis points to 3.50% to 3.75% by year-end. Subsequent to year end, the Federal Reserve held rates unchanged. Lower short-term rates improved sentiment in commercial real estate late in the year, though financing conditions remained selective and transaction activity limited. Liquidity showed modest improvement in the fourth quarter of 2025, but pricing gaps persisted and activity varied by property type. We expect conditions to remain generally consistent with those experienced in the fourth quarter of 2025, with interest rates, access to debt capital, and transaction activity remaining key factors.
According to Cushman & Wakefield plc (“Cushman”), industrial demand strengthened through the fourth quarter of 2025, marking a second consecutive quarter with net absorption exceeding 50 million square feet. Fourth quarter of 2025 net absorption totaled 54.5 million square feet, representing a 29% increase year over year and contributing to total 2025 absorption of 176.8 million square feet, a 16.3% increase compared to the prior year. Nationwide industrial vacancy remained stable at 7.1% for the third consecutive quarter, signaling that demand continued to catch up with a moderating supply pipeline.
National industrial rent growth slowed to 1.5% year over year in the fourth quarter of 2025, the lowest growth rate since early 2020. While rent growth moderated, approximately 40% of U.S. markets continued to report positive year over year rent growth. According to Cushman, new construction deliveries totaled approximately 280 million square feet in 2025, the lowest annual level in eight years, reflecting reduced speculative development activity and a greater share of build to suit projects, which may support vacancy stabilization and rental growth over time.
Interest rates and capital markets remained the primary talking points and activity drivers in 2024. During 2024, the benchmark 10-year U.S. Treasury yield moved within a range from 3.6% at the low end to 4.8% at the high end, ending the year at 4.5%. This volatility translated directly to capital markets and investment volume as sellers’ pricing expectations lagged real-time changes in rates, with activity picking up slightly in the fourth quarter of 2024. According to CBRE, for the year ended December 31, 2024, single-asset industrial investment volume increased by 5.1% from the comparable period in 2023 to $67.9 billion. Total single-asset commercial real estate volume over the same period increased by 6.4% to $295.5 billion.
The industrial market experienced moderate softening on leasing activity and occupancy rates in 2024 relative to 2023. According to CBRE, overall industrial vacancy increased to 6.0% with asking rents declining 1.3% year-over-year at the end of 2024 to finish the year at $10.94 per square foot. However, demand from third-party logistics providers helped increase leasing activity with bulk leases increasing 2.9% year-over-year at the end of 2024. In addition, construction starts in 2024 slowed to a post-pandemic low of 167.3 million square feet. Low construction starts are expected to lead to a decline in available first-generation space in 2025 and 2026, which should help stabilize industrial leasing rates in the near term.
The office market saw modest recovery in 2024. According to CBRE, office net absorption turned positive in the second, third, and fourth quarters of 2024, the first quarters of positive absorption in the past ten quarters. Nationwide vacancy dropped slightly to 18.9%, with 32 of 57 markets tracked by CBRE showing positive net absorption in the fourth quarter of 2024. Our expectation is for office absorption to continue improving at a slow pace with prices ticking up year-over-year in 2025.
We collected 100% of all outstanding base rent for calendar year 2024.2025. ThisWe isbelieve athis testament toreflects the strength of our credit underwriting and ongoing asset managementmanagement. teams. We believe that we have a diverseOur tenant base,base andremains specifically,diversified, wewith do not have significantlimited exposure to tenants in the retail, hospitality, airlines, and oil and gas industries. Additionally,As of December 31, 2025, our 135151 properties arewere located across 27 states, which we believe mitigateshelps ourlimit exposure to regional economiceconomic, andregulatory, or weather-related issues, including regulations or laws implemented by state and local governmentsrisks in any one geographic market or area. In the past,While we have received rent modification requests from certain of our tenants,tenants in the past, and it is possible we may receive additional requests in the future.future, occupancy increased to 99.1% at December 31, 2025.
During 2025, we continued to strengthen our balance sheet and liquidity position. In October 2025, we amended, extended, and upsized our Credit Facility from $525.0 million to $600.0 million, with an option to further increase the facility to $850.0 million. Further, in December 2025, our Operating Partnership issued $85.0 million in a private placement of the 5.99% 2030 Notes. We believe we currently have adequate liquidity in the near term, and we believe that our cash on hand combined with the availability on our Credit Facility is sufficient to cover all near-term debt obligations and operating expenses and to continue our industrial property focused growth strategy. As of December 31, 2025, we had $73.6 million in available liquidity via our revolving credit facility and cash on hand and were in compliance with all of our debt covenants.
We completed $207.9 million of industrial acquisitions during the year ended 2025, consisting of ten facilities totaling approximately 1.6 million square feet, with a weighted average capitalization rate of 8.88% and a weighted average lease term of 15.9 years at acquisition. We also renewed or extended approximately 1.2 million square feet of leases during the year ended 2025, and sold two properties.
We believe we currently have adequate liquidity in the near term, and we believe that our cash on hand combined with the availability on our Credit Facility is sufficient to cover all near term debt obligations and operating expenses and to continue our industrial growth strategy. As of December 31, 2024, we had $101.7 million in available liquidity via our revolving credit facility and cash on hand and were in compliance with all of our debt covenants. We amended our Credit Facility in 2019 to increase our borrowing capacity and extend its maturity date. In addition, on August 18, 2022, we added a new $150.0 million term loan component. Based on market observations and conversations we routinely have with lenders, we believe that credit continues to be available for well-capitalized borrowers, as demonstrated by our Operating Partnership’s issuance, on December 18, 2024, of $75.0 million of senior unsecured notes in a private placement. We continue to monitor our portfolio and intend to maintain a reasonably conservative liquidity position for the foreseeable future.
The geopolitical landscape remains fractured due to recent world events. Many domestic manufacturing businesses seek to limit supply chain disruptions by bringing their operations back to the United States. A level of work-from-home trends appear to be here to stay, but many employees are returning to the office, particularly following the presidential transition. We expect that industrial demand will be further buoyed by government investment in infrastructure and advanced manufacturing operations. The Federal Reserve’s interest rate cuts introduced more volatility to the market, and timing of future cuts, if any, remains uncertain.
Broader economic and geopolitical uncertainty due to recent world events and tariffs continues to influence tenant decision making, particularly for industrial users evaluating supply chain resiliency and domestic production needs. While shifts toward onshoring and advanced manufacturing may support long term industrial demand, these decisions typically require extended planning and capital investment and may take time to translate into leasing activity. These uncertain times create both risks and opportunities for us and our tenants, and we believe we are well-capitalized and positioned to take advantage. The environmental landscape remains unpredictable due to the increase in intensity of weather patterns, including hurricanes. We continue to monitor our properties and have not seen any significant impact to our properties in Florida, Georgia, North Carolina, South Carolina, Tennessee, and Texas from the recent hurricane season.
Operationally, we remain focused on maintaining high occupancy through lease renewals and releasing activity, managing upcoming lease expirations, and addressing upcoming debt maturities. At December 31, 2025, we had four partially vacant buildings and no fully vacant buildings. We continue to actively market the limited remaining vacant space and monitor tenant credit performance across the portfolio. We believe our lease expiration schedule for 2026 is manageable as it equates to 11.8% of annual lease revenue at December 31, 2025.
Our ability to make new investments depends on our access to capital and financing markets. While lending standards remain selective, we believe the Company maintains access to multiple sources of capital, including long-term unsecured notes in the private placement market, long-term mortgage loans secured by properties, bank facilities, and borrowings under our Credit Facility. We continue to evaluate financing options and capital allocation decisions with a focus on maintaining balance sheet flexibility and a conservative liquidity profile.
We continue to focus on re-leasing vacant space, renewing upcoming lease expirations, re-financing upcoming loan maturities, and acquiring additional properties with associated long-term leases. At December 31, 2024, we had four partially vacant buildings and one fully vacant building.
We believe our lease expiration schedule for 2025 is manageable as it equates to 3.2% of annual lease revenue at December 31, 2024. As of the date of this filing, our property acquisitions since the beginning of 2020 have totaled $399.4 million and all but one transaction was industrial in nature, with a weighted average lease term at acquisition of 14.1 years and a current weighted average lease term of 10.6 years.
Our ability to make new investments is highly dependent upon our ability to procure financing. Our principal sources of financing generally include the issuance of equity securities, long-term unsecured notes in the private placement market, long-term mortgage loans secured by properties, borrowings under our $125.0 million Revolver, with KeyBank, which matures in August 2026, our $160.0 million Term Loan A, which matures in August 2027, our $60.0 million Term Loan B, which matures in February 2026, our $150.0 million Term Loan C, which matures in February 2028, and our Operating Partnership’s $75.0 million senior unsecured notes, which mature in December 2029. We refer to the Revolver, Term Loan A, Term Loan B, and Term Loan C, collectively, herein as the Credit Facility. While lenders’ credit standards have tightened, we continue to look to private credit institutions, national and regional banks, insurance companies and non-bank lenders to finance our real estate activities.
During the year ended December 31, 2024,2025, we continued to execute our capital recycling program, whereby we sold non-core properties and reinvested theredeployed proceeds intoto neweither realfund estateproperty assets.acquisitions in our target secondary growth markets, or repay outstanding debt. We expect to continue to execute our capital recycling plan and sell non-core properties as reasonable disposition opportunities become available, and we intend to use the sale proceeds to acquire properties in our target, secondary growth markets or pay down outstanding debt.available. During the year ended December 31, 2024,2025, we sold seven non-coretwo properties, located in Columbus,Hickory, Ohio;North Draper, Utah; Richardson, Texas; Egg Harbor, New Jersey; Cumming, Georgia; Lawrenceville, Georgia;Carolina and Fridley,Oklahoma Minnesota,City, Oklahoma, which are summarized in the table below (dollars in thousands):
On April 30, 2025, we completed the transaction to sell our 676,031 square foot property in Tifton, Georgia for $18.5 million, incurring $0.3 million in closing costs, which are included in other expense in the consolidated statements of operations and comprehensive income for the year ended December 31, 2025. During the year ended December 31, 2024, we recorded a sales-type lease receivable on this property and derecognized the carrying value of this property, recognizing a $3.9 million selling profit from sales-type lease, net, that was included in the gain on sale of real estate, net, in the consolidated statement of operations.
On January 12, 2026, we sold a portion of a land parcel at one of our Ocala, Florida properties for $2.0 million. We realized a $1.8 million gain on sale, net.
During the year ended December 31, 2024,2025, we acquired seven19 properties, which are summarized below (dollars in thousands):
(1)Weighted average remaining lease term is weighted according to the annualized GAAP rent earned by each lease. Our leases have remaining terms ranging from 1.00.7 yearyears to 13.811.7 years.
During the year ended December 31, 2024,2025, we had threeone lease terminations,termination, which areis aggregatedsummarized below (dollars in thousands):
During the year ended December 31, 2024, we repaid three mortgages, collateralized by four properties, which are summarized below (dollars in thousands):
During the year ended December 31, 2024,2025, we issuedrepaid two mortgages, collateralized by two properties, which are summarized below (dollars in thousands):
On May 30, 2025, the Operating Partnership entered into a Term Loan Agreement with KeyBank in connection with the $20.0 million Term Loan D. Term Loan D was unsecured and had a maturity date of May 30, 2027 and a SOFR spread ranging from 155 to 200 basis points throughout the life of the loan. The proceeds from Term Loan D were used to pay down the Revolver. As discussed below, we repaid the full principal balance of Term Loan D in connection with the Credit Facility amendment that occurred on October 10, 2025.
On September 18, 2025, we amended our Credit Facility, increasing our Revolver from $125.0 million to $155.0 million. We incurred fees of approximately $0.5 million in connection with the increase to our Credit Facility. The increased credit availability was used, in part, to fund a nine-property portfolio acquisition that closed on September 30, 2025.
On October 10, 2025, we amended, extended, and upsized our Credit Facility, increasing our Revolver from $155.0 million to $200.0 million (and its term to October 2029), decreasing the principal balance of Term Loan A from $160.0 million to $125.0 million (and extending its term to October 2029), increasing the principal balance of Term Loan B from $60.0 million to $143.3 million (and its term to February 2030), decreasing the principal balance of Term Loan C from $150.0 million to $131.7 million, and repaying the full principal balance of our Term Loan D. The SOFR spread increased by 10 basis points, ranging from 140 to 210 basis points for the Revolver and 135 to 205 basis points for the Term Loans, depending on our leverage. We incurred fees of approximately $4.2 million in connection with amending, extending, and upsizing our Credit Facility. The Credit Facility’s new (and current) bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, PNC Bank, Webster Bank, and S&T Bank.
(1)We issued $15.2 million of fixed rate debt with an interest rate of 5.6% and a maturity date of August 31, 2029.
During the year ended December 31, 2024, we extended the maturity date of one mortgage, collateralized by one property, which is summarized in the table below (dollars in thousands):
On December 18,15, 2024,2025, we and the Operating Partnership entered into a Note Purchase Agreement with the institutional investors named therein, into connectionissue withan aaggregate private placement of $75.0$85.0 million of theour 20292030 Notes. The proceeds were used to pay down Term Loan B by $20.0 million andrepay the Revolver by $55.0$80.3 million.
On March 26, 2024, we entered into the 2024 Common Stock Sales Agreement, which amended the 2023 Common Stock Sales Agreement and permits shares of common stock to be issued pursuant to the 2024 Common Stock Sales Agreement under the Company’s 2024 Registration Statement, and future registration statements on Form S-3. In connection with the 2024 Common Stock Sales Agreement, we filed a prospectus supplement with the SEC dated March 26, 2024, to the prospectus dated March 21, 2024, for the offer and sale of an aggregate offering amount of $250.0 million of common stock. On August 12, 2025, we entered into Amendment No. 2 (“Amendment No. 2”) to the 2024 Common Stock Sales Agreement which, among other things, (i) removed Baird as a Common Stock Sales Agent and (ii) added Huntington Securities, Inc. (“Huntington”) as a Common Stock Sales Agent. After giving effect to Amendment No. 2, the Common Stock Sales Agents are BofA, Goldman Sachs, KeyBanc, Fifth Third, and Huntington. In connection with Amendment No. 2, we filed a prospectus supplement with the SEC dated August 12, 2025, which updates and supplements the prospectus supplement dated March 26, 2024, for the offer and sale of an aggregate offering amount of $250.0 million of common stock under the 2024 Registration Statement. During the year ended December 31, 2024,2025, we sold 3,699,5974,412,814 shares of common stock, raising approximately $53.5$61.0 million in net proceeds under the 2024 Common Stock Sales Agreement.Agreement, as amended.
The primary offering of our Series F Preferred Stock terminated according to its terms on June 1, 2025. We expensed $0.3 million in prepaid offering costs due to the termination, which was included in general and administrative expenses in the condensed consolidated statements of operations.
On June 23, 2021, the Operating Partnership adopted the Third Amendment to its Second Amended and Restated Agreement of Limited Partnership, including Exhibit SGP thereto (collectively, the “Third Amendment”), establishing the rights, privileges, and preferences of 6.00% Series G Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests (the “Series G Term Preferred Units”). The Third Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series G Term Preferred Units as are issued shares of Series G Preferred Stock by the Company in connection with the offering of Series G Preferred Stock upon the Company’s contribution to the Operating Partnership of the net proceeds of the offering of Series G Preferred Stock. Generally, the Series G Term Preferred Units provided for under the Third Amendment have preferences, distribution rights, and other provisions substantially equivalent to those of the Series G Preferred Stock.
On July 11, 2023, the Company then entered into the Eighth Amended Advisory Agreement, as approved unanimously by our Board of Directors, including specifically, our independent directors. The Eighth Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ended September 30, 2023 and December 31, 2023. In addition, the Eighth Amended Advisory Agreement also clarified that for any future quarter whereby an incentive fee would exceed by greater than 15% of the average quarterly incentive fee paid, the measurement would be versus the last four quarters where an incentive fee was actually paid. The calculation of the other fees remained unchanged.
For the yearyears ended December 31, 2023, the contractually eliminated incentive fee would have been $4.6 million.
As of December 31, 20242025 and 2023,2024, we owned approximately 99.9% and 99.2%,99.9%, respectively, of the outstanding OP Units. During the yearsyear ended December 31, 2024 and 2023,2024, we redeemed 271,169 and 80,825 OP units, respectively,units for an equivalent amount of common stock.
The Adviser is led by a management team with extensive experience purchasing real estate.estate and originating mortgage loans. Our Adviser and Administrator are controlled by Mr. Gladstone, who is also our chairman and chief executive officer. Mr. Gladstone also serves as the chairman and chief executive officer of both our Adviser and Administrator. Mr. Cooper, our president, also serves as executive vice president of commercial and industrial real estate of our Adviser. Our Administrator employs our chief financial officer, treasurer, chief compliance officer, and generalco-general counselcounsels and secretaryco-secretaries (whoone of whom also serves as our Administrator’s president, generalco-general counsel, and secretary,co-secretary, as well as executive vice president of administration of our Adviser) and their respective staffs.
Under the terms of the Eighth Amended Advisory Agreement, we continue to be responsible for all expenses incurred for our direct benefit. Examples of these expenses include legal, accounting, interest, directors’ and officers’ insurance, stock transfer services, stockholder-related fees, consulting and related fees. In addition, we are also responsible for all fees charged by third parties that are directly related to our business, which include real estate brokerage fees, mortgage placement fees, lease-up fees and transaction structuring fees (although we may be able to pass some or all of such fees on to our tenants and borrowers). Our entrance into the Advisory Agreement and each amendment thereto (including the Eighth Amended Advisory Agreement) has been approved unanimously by our Board of Directors. Our Board of Directors reviews and considers renewing the agreement with our Adviser annually, typically during the month of July. During its July 20242025 meeting, our Board of Directors reviewed and renewed the Advisory Agreement and Administration Agreement for an additional year, through August 31, 2025.2026.
On July 11, 2023, we then entered into the Eighth Amended Advisory Agreement, as approved unanimously by our Board of Directors, including specifically, our independent directors. The Eighth Amended Advisory Agreement contractually eliminated the payment of the incentive fee for the quarters ended September 30, 2023 and December 31, 2023. In addition, the Eighth Amended Advisory Agreement also clarified that for any future quarter whereby an incentive fee would exceed by greater than 15% of the average quarterly incentive fee paid, the measurement would be versus the last four quarters where an incentive fee was actually paid. The calculation of the other fees remained unchanged.
Pursuant to the Advisory Agreement, the calculation of the incentive fee rewards the Adviser in circumstances where our quarterly Core FFO (defined at the end of this paragraph), before giving effect to any incentive fee, or pre-incentive fee Core FFO, exceeds 2.0% quarterly, or 8.0% annualized, of adjusted total equity (after giving effect to the base management fee but before giving effect to the incentive fee). We refer to this as the new hurdle rate. The Adviser will receive 15.0% of the amount of our pre-incentive fee Core FFO that exceeds the new hurdle rate. However, in no event shall the incentive fee for a particular quarter exceed by 15.0% (the cap) the average quarterly incentive fee paid by us for the previous four quarters (excluding quarters for which no incentive fee was paid). Core FFO (as defined in the Advisory Agreement) is GAAP net income (loss) available (attributable) to common stockholders, excluding the incentive fee, depreciation and amortization, any realized and unrealized gains, losses or other non-cash items recorded in net income (loss) available (attributable) to common stockholders for the period, and one-time events pursuant to changes in GAAP.
Under the Advisory Agreement, we will pay to the Adviser a capital gains-based incentive fee that will be calculated and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement). In determining the capital gain fee, we will calculate aggregate realized capital gains and aggregate realized capital losses for the applicable time period. For this purpose, aggregate realized capital gains and losses, if any, equals the realized gain or loss calculated by the difference between the sales price of the property, less any costs to sell the property and the all-incurrent gross value of the property (equal to the property’s original acquisition costprice plus any subsequent non-reimbursed capital improvements) of the disposed property. At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0% of such amount. No capital gains fee was recognized during the years ended December 31, 2025, 2024, 2023, and 2022.2023.
The Advisory Agreement includes a termination fee clause whereby, in the event of our termination of the agreement without cause (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to two times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination. A termination fee is also payable if the Adviser terminates the Advisory Agreement after the Company has defaulted and applicable cure periods have expired. The Advisory Agreement may also be terminated for cause by us (with 30 days’ prior written notice and the vote of at least two-thirds of our independent directors), with no termination fee payable. Cause is defined in the Advisory Agreement to include if the Adviser breaches any material provisions of the agreement, the bankruptcy or insolvency of the Adviser, dissolution of the Adviser and fraud or misappropriation of funds.
Under the terms of the Administration Agreement, we pay separately for our allocable portion of our Administrator’s overhead expenses in performing its obligations to us including, but not limited to, rent and our allocable portion of the salaries and benefits expenses of our Administrator’s employees, including, but not limited to, our chief financial officer, treasurer, chief compliance officer, generalchief counseladministrative officer, co-general counsels and secretaryco-secretaries (whoone of whom also serves as our Administrator’s president, general counsel and secretarypresident), and their respective staffs. Our allocable portion of the Administrator’s expenses are generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under contractual agreements. We believe that the methodology of allocating the Administrator’s total expenses by approximate percentage of time services were performed among all companies serviced by our Administrator more closely approximates fees paid to actual services performed.
Real Estate Impairment Evaluation - Held and Used
The weighted average yield on our total portfolio, which was 8.6%8.5% and 8.2%8.6% at December 31, 20242025 and 2023,2024, respectively, is calculated by taking the annualized straight-line rents,rents plus operating expense recoveries, reflected as lease revenue on our consolidated statements of operations,operations and other comprehensive income, less property operating expenses, of each acquisition since inception, as a percentage of the acquisition cost.cost plus subsequent capital improvements. The weighted average yield does not account for the interest expense incurred on the mortgages placed on our properties or other types of existing indebtedness.
Lease revenues consist of rental income and operating expense recoveries earned from our tenants. Lease revenues from same store properties increased for the year ended December 31, 2024,2025, due to an increase in recovery revenue from property operating expenses and an increase in rental rates from leasing activity subsequent to the year ended December 31, 2024, partially offset by a settlement received at one of our properties related to deferred maintenance during the current period, partially offset by accelerated rent attributable to a lease termination in the prior period. Lease revenues decreasedincreased for acquired and disposed of properties for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, primarily due to thean lossincrease ofin recovery revenue from property expenses and an increase in rental rates on the 1419 properties sold during andacquired subsequent to December 31, 2023. This was partially offset with our acquisition of seven properties during the year ended December 31, 2024, and the inclusion of a full year of lease revenues recorded in 2024 for five properties acquired during the year ended December 31, 2023.2024. Lease revenues increaseddecreased for properties with vacancy for the year ended December 31, 20242025, mainly due to a loss of rental revenue from increased vacancy, partially offset by an increase in variable lease payments due to an increase in property operating expenses.payments.
Depreciation and amortization decreasedexpense increased for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, due to reducedan increase in depreciation and amortization expense foron the seven19 properties soldacquired duringsubsequent the year endedto December 31, 2024. This was partially offset by a full year of depreciation and amortization for the five properties acquired during the year ended December 31, 2023, as well as increasedreduced depreciation and amortization expense from the sevennine propertiesproperty acquiredsales during theand yearsubsequent endedto December 31, 2024.
Property operating expenses consist of franchise taxes, management fees, insurance, ground lease payments, property maintenance and repair expenses paid on behalf of tenants at certain of our properties. Property operating expenses increased for same store properties for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, as a result of general cost increases due to the inflationary environment.environment and increased repair expenses during the year. The decrease in property operating expenses on acquired and disposed of properties for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, is a result of a decrease in property operating expenses in relation to properties held for sale or sold during the year that were fully or partially vacant. The increase in property operating expenses for properties with vacancy for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, is a result of general cost increases due to the inflationary environment.
The base management fee paid to the Adviser decreasedincreased for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, due to aan decreaseincrease in gross tangible real estate, the main component of the base management fee calculation under the SixthEighth Amended Advisory Agreement, due tofrom property sales.acquisitions and capital projects. The calculation of the base management fee is described in detail above within “Advisory and Administration Agreements.”
The incentive fee paid to the Adviser increased for the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to the payment of the incentive fee being contractually eliminated for the quarters ended March 31, 2023 and June 30, 2023, as outlined in the Seventh Amended Advisory Agreement, and for the quarters ended September 30, 2023 and December 31, 2023, as outlined in the Eighth Amended Advisory Agreement. We recorded an incentive fee, which was partially waived, during the year ended December 31, 2024. The calculation of the incentive fee is described in detail above within “Advisory and Administration Agreements.”
The administrationnet incentive fee paid to the AdministratorAdviser increaseddecreased for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024, The increase is a result of our Administrator incurring greater costs that are allocateddue to the Company.Adviser unconditionally waiving a larger portion of the incentive fee during the prior period. The calculation of the administrationincentive fee is described in detail above within “Advisory and Administration Agreements.”
GeneralThe andadministration administrativefee expensespaid decreasedto the Administrator increased slightly for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024. primarilyThe asslight increase is a result of aour decreaseAdministrator incurring greater costs that are allocated to the Company. The calculation of the administration fee is described in legaldetail feeabove expenses.within “Advisory and Administration Agreements.”
General and administrative expenses increased for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily as a result of an increase in professional fee expenses, partially offset by a decrease in travel and advertising expenses.
We recorded an impairment charge during the year ended December 31, 20242025 on threeone properties,property, as we had determined the carrying value of thesethis propertiesproperty was in excess of the fair market value and not recoverable. Accordingly, we impaired thesethis propertiesproperty to fair market value. We recorded an impairment charge on fivethree properties during the year ended December 31, 2023.2024.
Interest expense increased slightly for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024. This increase is primarily the result of increased interest costs on variable rate debt, as globala interestresult ratesof increasedlarger throughamounts mostdrawn on the Credit Facility, writing off deferred financing fees as part of the periodcredit infacility reactionamendment, toand growing inflation, partially offset by reducednew interest expense on mortgagethe debt2029 that was repaid duringNotes and subsequent2030 to December 31, 2023.Notes.
The gain on sale of real estate, net, during the year ended December 31, 2025 is a result of the sale of two properties. The gain on sale of real estate, net, during the year ended December 31, 2024 iswas a result of the sale of seven properties and a selling profit from sales-type leases related to one lease. The gain on sale of real estate, net, during the year ended December 31, 2023 was a result of the sale of seven properties. The gain on debt extinguishment, net, during the year ended December 31, 2024 was recognized in conjunction with two of our sales. The gain on debt extinguishment, net, during the year ended December 31, 2023 was recognized in conjunction with one of our sales.
What changed in the latest 10-Q
Risk Factors
Our business is subject to certain risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. For a discussion of these risks, please refer to the section captioned “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. There are no material changes to risks associated with our business or investment in our securities from those previously set forth in the report described above.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Acquisition Activity”
New heading “Land Acquisition”
New heading “Election of Director”
Removed heading “Appointment of Officer”
Largest changes
“According to Colliers International Group, Inc. (“Colliers”), industrial real estate demand remained positive in the second quarter of 2026, with approximately 59.0 million square feet of net absorption recorded in the quarter, more than double the year-over-year total. Also, according to Colliers, the vacancy rate either declined or stabilized during the quarter in a majority of markets tracked, resulting in second quarter 2026 national industrial vacancy rate of 7.3%. This indicates that industrial market conditions have stabilized and may be past peak vacancy. …”see in full comparison
“According to Cushman & Wakefield plc (“Cushman”), industrial demand remained positive into 2026, with approximately 40.0 million square feet of net absorption recorded in the first quarter of 2026, representing a 52% increase year-over-year and the strongest start to a year since 2023. The national industrial vacancy rate declined 10 basis points from its late-2025 peak to 7.0%, indicating that market conditions have stabilized and may be past peak vacancy. National industrial rent growth measured 2.1% year-over-year, reflecting modest improvement from late 2025 levels. …”see in full comparison
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As of MayAugust 5, 2026:
The firstsecond quarter of 2026 had a business environment that was resilient in the face of turbulent macroeconomic conditions, including conflict in the Middle East. After similar macroeconomic conditions in 2025 (marked by geopolitical conflict, inflation, and domestic policy uncertainty), businesses and consumers seem to have adjusted and continued with normal operations. With no Federal Reserve rate decisionschanges during the firstsecond quarter of 2026, the 10-year treasury yield wasincreased impactedmodestly, primarilymoving by the Iran conflict. Right before the conflict began at the end of February 2026, the 10-year yield briefly dropped below 4.0% before climbing back above 4.4% for the first time since July 2025. It has since settled infrom the 4.3% range.range to the 4.5% range during the quarter. Despite this volatility,uptick, businesses and consumers continue to press forward and make decisions, providing optimism for the remainder of the year so long as negative macroeconomic conditions do not escalate further.escalate.
According to Colliers International Group, Inc. (“Colliers”), industrial real estate demand remained positive in the second quarter of 2026, with approximately 59.0 million square feet of net absorption recorded in the quarter, more than double the year-over-year total. Also, according to Colliers, the vacancy rate either declined or stabilized during the quarter in a majority of markets tracked, resulting in second quarter 2026 national industrial vacancy rate of 7.3%. This indicates that industrial market conditions have stabilized and may be past peak vacancy. National industrial rent growth remained essentially flat as coastal markets corrected from outsized rent growth during pandemic-era expansion and most markets entering a period of pricing stability. With vacancy leveling off and absorption remaining strong, rents are expected to remain stable through the remainder of 2026.
According to Cushman & Wakefield plc (“Cushman”), industrial demand remained positive into 2026, with approximately 40.0 million square feet of net absorption recorded in the first quarter of 2026, representing a 52% increase year-over-year and the strongest start to a year since 2023. The national industrial vacancy rate declined 10 basis points from its late-2025 peak to 7.0%, indicating that market conditions have stabilized and may be past peak vacancy. National industrial rent growth measured 2.1% year-over-year, reflecting modest improvement from late 2025 levels. While growth moderated, approximately 60% of U.S. markets tracked by Cushman reported positive year-over-year rent growth during the first quarter of 2026. New construction deliveries totaled 54.0 million square feet, representing a 27% decline year-over-year and the lowest level since mid-2017, reflecting continued moderation in new supply.
We collected 100% of all outstanding base rents for the threesix months ended MarchJune 31,30, 2026. We believe this reflects the strength of our credit underwriting and ongoing asset management. Our tenant base remains diversified, with limited exposure to tenants in the retail, hospitality, airlines, and oil and gas industries. Additionally, our properties are located across 27 states, which we believe helps limit our exposure to regional economic, regulatory, or weather-related issues risks in any one geographic market or area. In the past, we have received rent modification requests from certain of our tenants, and it is possible we may receive additional requests in the future.
During 2025, we continued to strengthen our balance sheet and liquidity position. In October 2025, we amended, extended, and upsized our Credit Facility from $525.0 million to $600.0 million, with an option to further increase the facility to $850.0 million. Further, in December 2025, our Operating Partnership issued $85.0 million in a private placement of the 5.99% 2030 Notes. We believe we currently have adequate liquidity in the near term, and believe that our cash on hand combined with the availability under our Credit Facility is sufficient to cover all near-term debt obligations and operating expenses and to continue our industrial property-focused growth strategy. We are in compliance with all of our debt covenants as of MarchJune 31,30, 2026. Based on market observations and conversations we routinely have with lenders, we believe that credit continues to be available for well-capitalized borrowers. We continue to monitor our portfolio and intend to maintain a reasonably conservative liquidity position for the foreseeable future.
Broader economic and geopolitical uncertainty continues to influence tenant decision making, particularly for industrial users evaluating supply chain resiliency, inventory strategy, and domestic production needs. Uncertainty surrounding the future path of monetary policy, including the anticipated transitionchange in Federal Reserve leadership in 2026, may contribute to volatility in interest rates and capital markets conditions. Geopolitical conflict, particularly in the Middle East, continues to create risk for global trade flows, energy markets, and supply chains. The Strait of Hormuz remains a critical global energy chokepoint, and the disruption to trade flows could impact energy prices, transportation costs, and overall economic activity. These dynamics may affect tenant operating costs and timing of leasing decisions.
At the same time, ongoing onshoring and reshoring initiatives,initiatives in the U.S., supported by federal policy incentives and supply chain security considerations, continue to drive investment in domestic manufacturing and logistics infrastructure. While these trends may support long-term industrial demand, they typically require extended planning and capital investment and may take time to translate into leasing activity. These conditions create both risks and opportunities for us and our tenants, and we believe we are well capitalized and positioned to respond as market conditions evolve. Severe weather and climate-related events may impact certain markets; however, recent periods have resulted in no disruptionsuch related disruptions to our portfolio.
Operationally, we remain focused on maintaining high occupancy through lease renewals and releasing activity, managing upcoming lease expirations, and addressing upcoming debt maturities. Currently, we have six partially vacant buildings and no fully vacant buildings. Our available vacant space at MarchJune 31,30, 2026 represented 1.3% of our total square footage and the annual carrying costs on the vacant space, including real estate taxes and property operating expenses, are approximately $2.7$2.5 million. We continue to actively seek new tenants for these properties.
We believe our lease expiration schedule for the remainder of 2026 is manageable, equating to 9.9%7.1% of our lease revenue at MarchJune 31,30, 2026. A majority of these expirations are currently in discussions for renewal, which we believe reduces near-term rollover risk. Property acquisitions since the beginning of 2021 have totaled $477.0$499.7 million and all but one acquisition transaction was industrial in nature, with a weighted average lease term of 15.314.9 years at time of the acquisition and a weighted average lease term of 12.812.2 years at the time of this filing.
During the six months ended June 30, 2026, we continued to execute our capital recycling program, whereby we sell properties and redeploy proceeds to either fund property acquisitions in our target secondary growth markets, or repay outstanding debt. We expect to continue to execute our capital recycling plan and sell properties as reasonable disposition opportunities become available. We sold one property, located in Charlotte, North Carolina, and a portion of a land parcel, located in Ocala, Florida, during the six months ended June 30, 2026, which are summarized in the table below (dollars in thousands):
Acquisition Activity
During the threesix months ended MarchJune 31,30, 2026, we didacquired notone sellindustrial any properties, but we sold a portion of a land parcel, located in Ocala, Florida,property, which is summarized in the table below (dollars in thousands):
On July 28, 2026, we purchased a 146,650 square foot industrial property in Red Bud, Illinois for $6.6 million. This property is fully leased to one tenant on an 8.4 year lease.
Land Acquisition
On June 25, 2026, we acquired a parcel of unimproved land adjacent to our Clintonville, Wisconsin property for $0.7 million. The land will be used to construct an approximately 86,000 square foot expansion of the current facility.
During the threesix months ended MarchJune 31,30, 2026, we executed fiveeight leases, which are summarized below (dollars in thousands):
During the threesix months ended MarchJune 31,30, 2026, we had onetwo lease termination,terminations, which isare summarized below (dollars in thousands):
During the threesix months ended MarchJune 31,30, 2026, we repaid two mortgages, collateralized by two properties, which are summarized in the table below (dollars in thousands):
During the threesix months ended MarchJune 31,30, 2026, we extended the maturity date of one mortgage, collateralized by two properties, which is summarized in the table below (dollars in thousands):
Election of Director
Effective June 1, 2026, George “Chip” Stelljes, III was elected to our Board of Directors, where he was also appointed to serve on the Compensation Committee, the Ethics, Nominating & Corporate Governance Committee, and the Valuation Committee.
Appointment of Officer
On March 20, 2026, the Board of Directors appointed Arthur “Buzz” Cooper as the Company’s Chief Executive Officer, effective immediately.
On March 26, 2024, we entered into Amendment No. 1 to the 2023 Common Stock Sales Agreement (as amended time to time, the “2024 Common Stock Sales Agreement”). The amendment permitted shares of common stock to be issued pursuant to the 2024 Common Stock Sales Agreement under the Company’s Registration Statement on Form S-3 (File No. 333-277877) (the “2024 Registration Statement”), and future registration statements on Form S-3. In connection with the 2024 Common Stock Sales Agreement, we filed a prospectus supplement with the SEC dated March 26, 2024, to the prospectus dated March 21, 2024, for the offer and sale of an aggregate offering amount of $250.0 million of common stock. On August 12, 2025, we entered into Amendment No. 2 (“Amendment No. 2”) to the 2024 Common Stock Sales Agreement which, among other things, (i) removed Baird as a Common Stock Sales Agent and (ii) added Huntington Securities, Inc. (“Huntington”) as a Common Stock Sales Agent. After giving effect to Amendment No. 2, the Common Stock Sales Agents are BofA, Goldman Sachs, KeyBanc, Fifth Third, and Huntington. During the threesix months ended MarchJune 31,30, 2026, we did not sell shares of common stock under the 2024 Common Stock Sales Agreement, as amended.
Gladstone Commercial Corporation conducts substantially all of its operations through a subsidiary, Gladstone Commercial Limited Partnership, a Delaware limited partnership (the “Operating Partnership”). As of MarchJune 31,30, 2026 and December 31, 2025, we owned approximately 99.9% and 99.9%, respectively, of the outstanding operating partnership units in the Operating Partnership (“OP Units”).
As of MarchJune 31,30, 2026 and December 31, 2025, there were 39,474 and 39,474 outstanding OP Units held by holders who do not control the Operating Partnership (“Non-controlling OP Unitholders”), respectively.
Gladstone Management Corporation, a Delaware corporation (our “Adviser”), seeks to diversify our portfolio to avoid dependence on any one particular tenant, industry or geographic market. By diversifying our portfolio, our Adviser intends to reduce the adverse effect on our portfolio of a single under-performing investment or a downturn in any particular industry or geographic market. For the threesix months ended MarchJune 31,30, 2026, our largest tenant comprised only 5.1%5.0% of total lease revenue. The table below reflects the breakdown of our total lease revenue by tenant industry classification for the three and six months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):
The tables below reflect the breakdown of total lease revenue by state for the three and six months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):
Under the terms of the Advisory Agreement, we are responsible for all expenses incurred for our direct benefit. Examples of these expenses include legal, accounting, interest, directors’ and officers’ insurance, stock transfer services, stockholder-related fees, consulting and related fees. In addition, we are also responsible for all fees charged by third parties that are directly related to our business, which include real estate brokerage fees, mortgage placement fees, lease-up fees and transaction structuring fees (although we may be able to pass all or some of such fees on to our tenants and borrowers). Our entrance into the Advisory Agreement and each amendment thereto has been approved unanimously by our board of directors (“Board of Directors”).Directors. Our Board of Directors reviews and considers renewing the agreement with our Adviser annually, typically during the month of July. During its July 20252026 meeting, our Board of Directors reviewed and renewed the Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2026.2027.
Under the Advisory Agreement, we will pay to the Adviser a capital gain-based incentive fee that will be calculated and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement). In determining the capital gain fee, we will calculate aggregate realized capital gains and aggregate realized capital losses for the applicable time period. For this purpose, aggregate realized capital gains and losses, if any, equals the realized gain or loss calculated by the difference between the sales price of the property, less any costs to sell the property and the current gross value of the property (equal to the property’s original acquisition price plus any subsequent non-reimbursed capital improvements) of the disposed property. At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0% of such amount. No capital gain fee was recognized during the three months ended March 31, 2026 or 2025.
At the end of the fiscal year, if this number is positive, then the capital gain fee payable for such time period shall equal 15.0% of such amount. No capital gain fee was recognized during the three and six months ended June 30, 2026 or 2025.
The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies is provided in Note 1 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, filed by us with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2026 (our “2025 Form 10-K”). There were no material changes to our critical accounting policies or estimates during the threesix months ended MarchJune 31,30, 2026.
The weighted average yield on our total portfolio, which was 8.6%8.4% and 8.5% as of MarchJune 31,30, 2026 and 2025, respectively, is calculated by taking the annualized straight-line rents plus operating expense recoveries, reflected as lease revenue on our condensed consolidated statements of operations and other comprehensive income, less property operating expenses, of each acquisition since inception, as a percentage of the acquisition cost plus subsequent capital improvements. The weighted average yield does not account for the interest expense incurred on the mortgages placed on our properties or other types of existing indebtedness.
A comparison of our operating results for the three and six months ended MarchJune 31,30, 2026 and 2025 is below (dollars in thousands, except per share amounts):
(1)Refer to the “Funds from Operations” section below within the Management’s Discussion and Analysis section for the definition of FFO.
Lease revenues consist of rental income and operating expense recoveries earned from our tenants. Lease revenues from same store properties increased for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, due to an increase in recovery revenue from property expenses and an increase in rental rates from leasing activity subsequent to the threesix months ended MarchJune 31,30, 2025. Lease revenues increased for acquired and disposed of properties for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, primarily due to an increase in recoverylease revenue from property expenses and an increase in rental rates on the 1310 properties acquired subsequent to MarchJune 31,30, 2025. This was coupled with a termination fee recognized on the property sold during the three months ended June 30, 2026. Lease revenues decreased for our properties with vacancy for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, mainly due to a decrease in recovery revenue from lower property expenses.
Depreciation and amortization expense increased for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, due to an increase in depreciation and amortization expense on the 1310 properties acquired subsequent to MarchJune 31,30, 2025, partially offset by the reduced depreciation and amortization expense from the two property sales subsequent to MarchJune 31,30, 2025.
Property operating expenses consist of franchise taxes, property management fees, insurance, ground lease payments, property maintenance and repair expenses paid on behalf of certain of our properties. The increase in property operating expenses for same store properties for the three and six months ended MarchJune 31,30, 2026, from the comparable 2025 period, was a result of general cost increases due to the inflationary environment and increased property maintenance expenses during the three and six months ended MarchJune 31,30, 2026. The increase in property operating expenses for acquired and disposed of properties for the three and six months ended MarchJune 31,30, 2026, from the comparable 2025 period, is a result of an increase in property operating expenses from the 1310 properties acquired subsequent to MarchJune 31,30, 2025, partially offset by lower property operating expenses at the two propertyproperties salessold subsequent to MarchJune 31,30, 2025. The decrease in property operating expenses for properties with vacancy for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, is mainly due to a decrease in overall property expenses at vacant properties.
The base management fee paid to the Adviser increased for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, due to an increase in Gross Tangible Real Estate over the three and six months ended MarchJune 31,30, 2026 from property acquisitions as compared to Gross Tangible Real Estate during the three and six months ended MarchJune 31,30, 2025. The calculation of the base management fee is described in detail above under the subheading “Advisory and Administration Agreements.”
The net incentive fee paid to the Adviser increased for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, due to the Adviser unconditionally waiving only a portion of the incentive fee for the three months ended June 30, 2026, but waiving the full incentive fee for the three months ended June 30, 2025. The net incentive fee paid to the Adviser decreased for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, due to thea Adviserlower unconditionally waiving the fullgross incentive fee calculated for the threesix months ended MarchJune 31,30, 2026. The calculation of the incentive fee is described in detail above under the subheading “Advisory and Administration Agreements.”
The administration fee paid to the Administrator increased slightly for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, due to our Administrator allocating a larger portion of expenses to us. The calculation of the administration fee is described in detail above under the subheading “Advisory and Administration Agreements.”
General and administrative expenses increaseddecreased for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, mainly due to higherexpensing accountingSeries andF legalPreferred expenses.Stock prepaid offering costs in the prior period following the termination of the primary offering.
Interest expense increased for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025. This increase was primarily the result of increased interest costs on variable rate debt, as a result of larger amounts drawn on the Credit Facility, as well as new interest expense on the 2030 Notes.
We sold one property and a portion of a land parcel during the threesix months ended MarchJune 31,30, 2026, and as a result, incurred a gain on sale of real estate, net. We didsold notone selloffice any propertiesproperty during the threesix months ended MarchJune 31,30, 2025.2025, and as a result, incurred a gain on sale of real estate, net.
We recognized other expenseincome during the three months ended MarchJune 31,30, 2026 and other expense during the six months ended June 30, 2026, due to nonrecurring items that occurred during the period.periods. We recognized other expense during the three months ended June 30, 2025, due to incurring closing costs associated with the completion of the sale transaction at our Tifton, Georgia property and recognized other income during the threesix months ended MarchJune 31,30, 2025,2025 due to interest income earned from sales-types leases and nonrecurring income items.
Net income available to common stockholders and Non-controlling OP Unitholders increased for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025, primarily due to an increase in rental rates from leasing and acquisition activity, a lowertermination netfee incentiverecognized fee,in the current period, and a higher gain on sale, net. This was partially offset by an increase in interest expense, an increase in depreciation expense from acquisition activity, and other income recognized in the prior period from sales-types leases.
Our sources of liquidity include cash flows from operations, cash and cash equivalents, borrowings under our Credit Facility, and additional issuances of equity and/or debt securities. Our available liquidity as of MarchJune 31,30, 2026 was $83.3$80.8 million, consisting of approximately $8.0$10.4 million in cash and cash equivalents and available borrowing capacity of $75.3$70.4 million under our Credit Facility. Our available borrowing capacity under the Credit Facility increaseddecreased to $77.0$68.8 million as of MayAugust 5, 2026.
During the threesix months ended MarchJune 31,30, 2026, we did not sell any common equity under the 2024 Common Stock Sales Agreement.
As of MayAugust 5, 2026, we had the ability to raise up to $1.0 billion of additional equity capital through the sale and issuance of securities that are registered under the 2024 Registration Statement, in one or more future public offerings. We expect to use our 2024 Common Stock Sales Agreement as a source of liquidityliquidity, if needed, for the remainder of 2026.
As of MarchJune 31,30, 2026, we had 36 mortgage notes payable in the aggregate principal amount of $247.2$245.2 million, collateralized by a total of 42 properties with a remaining weighted average maturity of 2.52.2 years. The weighted-average interest rate on the mortgage notes payable as of MarchJune 31,30, 2026 was 4.20%.
As of MarchJune 31,30, 2026, we had mortgage debt in the aggregate principal amount of $23.7$21.6 million payable during the remainder of 2026 and $102.7 million payable during 2027. The 2026 principal amount payable includes both amortizing principal payments and fourthree balloon principal payments. We anticipate being able to refinance our mortgages that come due during 2026 and 2027 with a combination of new mortgage debt, availability under our Credit Facility, the issuance of long-term unsecured notes in the private placement market, the issuance of additional equity securities under our 2024 Common Stock Sales Agreement, the sale and issuance of other equity securities that are registered under the 2024 Registration Statement, or the sale and issuance of unregistered equity or debt securities.
Net cash provided by operating activities during the threesix months ended MarchJune 31,30, 2026, was $17.9$35.5 million, as compared to net cash provided by operating activities of $17.7$53.5 million for the threesix months ended MarchJune 31,30, 2025. The majority of cash from operating activities is generated from the lease revenues that we receive from our tenants. We utilize this cash to fund our property-level operating expenses and use the excess cash primarily for debt and interest payments on our mortgage notes payable, interest payments on our Credit Facility, distributions to our stockholders and Non-controlling OP Unitholders, management fees to our Adviser, Administration fees to our AdministratorAdministrator, and other entity-level operating expenses.
Net cash used in investing activities during the six months ended June 30, 2026, was $11.0 million, which primarily consisted of one property acquisition, a land parcel acquisition, and capital improvements performed at certain of our properties, partially offset by proceeds from one property sale and the sale of a portion of a land parcel. Net cash used in investing activities during the six months ended June 30, 2025, was $155.5 million, which primarily consisted of ten property acquisitions and capital improvements performed at certain of our properties, partially offset by proceeds from one property sale.
Net cash provided by investing activities during the three months ended March 31, 2026, was $1.3 million, which primarily consisted of proceeds from the sale of a portion of a land parcel and receipt of lender held escrows, partially offset by capital improvements performed at certain of our properties. Net cash used in investing activities during the three months ended March 31, 2025, was $75.5 million, which primarily consisted of six property acquisitions, capital improvements performed at certain of our properties, and deposits paid for future acquisitions.
Net cash used in financing activities during the threesix months ended MarchJune 31,30, 2026, was $22.3$25.3 million, which primarily consisted of net borrowings on our credit facility, $4.4$6.4 million of mortgage principal repayments, Series F Preferred Stock redemptions, and distributions paid to common, senior commoncommon, and preferred shareholders.stockholders, partially offset by net borrowings on our credit facility and receipts from lender reserves. Net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2025, was $58.1$102.8 million, which primarily consisted of the issuance of $28.4$39.0 million of equity andequity, net borrowings on our Credit Facility, and $20.0 million in borrowings on Term Loan D, partially offset by $2.4$12.0 million of mortgage debtprincipal repayments and distributions paid to common, senior commoncommon, and preferred shareholders.stockholders.
On October 10, 2025, we amended, extended, and upsized our Credit Facility, increasing our Revolver from $155.0 million to $200.0 million (and its term to October 2029), decreasing the principal balance of Term Loan A from $160.0 million to $125.0 million (and extending its term to October 2029), increasing the principal balance of Term Loan B from $60.0 million to $143.3 million (and its term to February 2030), decreasing the principal balance of Term Loan C from $150.0 million to $131.7 million, and repaying the full principal balance of our $20.0 million unsecured term loan (“Term Loan D”). The SOFR spread increased by 10 basis points, ranging from 140 to 210 basis points for the Revolver and 135 to 205 basis points for the Term Loans, depending on our leverage. We incurred fees of approximately $4.2 million in connection with amending, extending, and upsizing our Credit Facility. The Credit Facility’s new (and current) bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, PNC Bank, National Association (“PNC Bank”), Webster Bank, National Association (“Webster Bank”), and S&T Bank.
As of MarchJune 31,30, 2026, there was $434.3$451.6 million outstanding under our Credit Facility at a weighted average interest rate of approximately 5.23%5.09% and $4.2 million outstanding letters of credit, at a weighted average interest rate of 1.60%.1.45%. As of MayAugust 5, 2026, the maximum additional amount we could draw under the Credit Facility was $77.0$68.8 million. We were in compliance with all covenants under the Credit Facility as of MarchJune 31,30, 2026.
The following table reflects our material contractual obligations as of MarchJune 31,30, 2026 (dollars in thousands):
(1)Debt obligations represent borrowings under our Revolver, which represents $34.3$51.6 million of the debt obligation due in 2026, Term Loan A, which represents $125.0 million of the debt obligation due in 2029, Term Loan B, which represents $143.3 million of the debt obligation due in 2030, Term Loan C, which represents $131.7 million of the debt obligation due in 2028, the 2029 Notes, which represents $75.0 million of the debt obligation due in 2029, the 2030 Notes, which represents $85.0 million of the debt obligation due in 2030, and mortgage notes payable that were outstanding as of MarchJune 31,30, 2026. This figure does not include $0.03$0.02 million of premiums and (discounts), net and $5.1$4.7 million of deferred financing costs, net, which are reflected in mortgage notes payable, net, borrowings under Term Loan A, Term Loan B, Term Loan C, net, and senior unsecured notes, net, on the condensed consolidated balance sheets.
GOOD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 5 Form 4 filings (1 insider, 5 trade dates, 500 shares, about $6.3K) and open-market sales in 0 filings. Net open-market shares: 500 (purchases minus sales); net value about $6.3K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-01 | Carter Ryan Stuart |
Open-market purchase |
100 | $13.02 | $1.3K |
| 2026-08-03 | Carter Ryan Stuart |
Open-market purchase |
100 | $12.58 | $1.3K |
| 2026-07-01 | Carter Ryan Stuart |
Open-market purchase |
100 | $12.26 | $1.2K |
| 2026-06-01 | Carter Ryan Stuart |
Open-market purchase |
100 | $12.51 | $1.3K |
| 2026-05-01 | Carter Ryan Stuart |
Open-market purchase |
100 | $12.66 | $1.3K |
Well-known investors holding GOOD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 1,071,611 | $13.2M | 0.02% | Reduced 8% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 714,482 | $8.8M | 0.0% | Added 60% |
| Two Sigma Investments | 2026-06-30 | 168,146 | $2.1M | 0.0% | Added 7% |
| Millennium Management (Israel Englander) | 2026-06-30 | 63,554 | $781.7K | 0.0% | Reduced 32% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 56,315 | $692.7K | 0.0% | Reduced 51% |