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

LXP Industrial Trust (also LXP-PC) · NYSE · Real Estate Investment Trusts · CIK 910108 · All filings on SEC.gov

Everything below is quoted or computed from LXP Industrial Trust's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

5 / 9risk-factor paragraphs added / removed in latest 10-K
1new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-12 (period ending 2025-12-31) with 10-K filed 2025-02-13 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

5new paragraphs
9removed paragraphs
7reworded paragraphs
9,286 → 8,850words in section

New heading “Our use of, or failure to adopt advancements in, information technology, such as artificial intelligence, may hinder or prevent us from achieving strategic objectives or otherwise harm our business.”

Removed heading “Our assets may be subject to impairment charges.”

Removed heading “Certain of our indebtedness is subject to cross-default, cross-acceleration and cross-collateral provisions.”

Removed heading “Securities eligible for future sale may have adverse effects on our share price.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: default
“Certain of our indebtedness is subject to cross-default, cross-acceleration and cross-collateral provisions.”
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New text topics: artificial intelligence
“Our use of, or failure to adopt advancements in, information technology, such as artificial intelligence, may hinder or prevent us from achieving strategic objectives or otherwise harm our business.”
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Removed text topics: supply chain, regulation, climate
“We may be adversely impacted in the future by potential impacts to the supply chain or stricter energy efficiency standards or greenhouse gas regulations for the commercial building sectors. Compliance with new laws or regulations relating to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or result in increased operating costs that we may not be able to effectively pass on to our tenants. …”
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Removed text topics: impairment
“Our assets may be subject to impairment charges.”
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Removed text topics: bankruptcy
“We have an unallocated universal shelf registration statement and we also maintain an At-the-Market offering program and a direct share purchase plan, pursuant to which we may issue additional common shares. There is no restriction on our issuing additional common or preferred shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common or preferred shares or any substantially similar securities. Pursuant to our At-the-Market offering, we may enter into forward sale agreements. …”
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Removed text topics: default
“Substantially all of our corporate level borrowings and, in the future, certain of our secured indebtedness may, contain cross-default and/or cross-acceleration provisions, which may be triggered if we default on certain indebtedness in excess of certain thresholds. In the event of such a default, the resulting cross defaults and/or cross-accelerations may adversely impact our financial condition.”
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Full comparison: every changed paragraph (21)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Removed

Our assets may be subject to impairment charges.

Removed

We periodically evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based on GAAP, which includes a variety of factors such as market conditions, the status of significant leases, a prolonged vacancy at a property, the financial condition of major tenants and other factors that could affect the cash flow or value of an investment. Based on this evaluation, we may, from time to time, take non-cash impairment charges. These impairments could have a material adverse effect on our financial condition and results of operations. If we take an impairment charge on a property subject to a non-recourse secured mortgage and reduce the book value of such property below the balance of the mortgage on our balance sheet, upon foreclosure or other disposition, we may be required to recognize a gain on debt satisfaction.

Added

•changes in legal and regulatory requirements, including zoning, and public opposition to certain projects, may increase our costs;

Reworded

While loan receivables are not a primary focus, we makehave made, and may make, loans to purchasers of our properties and developers. Our interests in loans receivable are generally non-recourse and secured by real estate properties owned by borrowers that were unable to obtain similar financing from a commercial bank. These loans are subject to many risks including delinquency. The ability of a borrower to repay a loan secured by a real estate property is typically and primarily dependent upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If a borrower were to default on a loan, it is possible that we would not recover the full value of the loan as the collateral may be non-performing or impaired.

Reworded

We carry comprehensive liability, property, fire, extended coverage, pollution and rent loss insurance on certain of the properties in which we have an interest, with policy specifications and insured limits that we believe are customary for similar properties. However, with respect to those properties where the leases do not provide for abatement of rent under any circumstances, we generally domay not maintain rent loss insurance. In addition, certain of our leases require the tenant to maintain all insurance on the property, and the failure of the tenant to maintain the proper insurance could adversely impact our investment in a property in the event of a loss. Furthermore, there are certain types of losses, such as losses resulting from wars, terrorism or certain acts of God, that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in a property as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types could adversely affect our financial condition and results of operations.

Reworded

In addition, the cost of property and related coverage insurance hasis increasedimpacted significantly in recent years due to the rise inby construction costs andcosts, property values and the decrease in capacity in the insurance market.

Added

Our use of, or failure to adopt advancements in, information technology, such as artificial intelligence, may hinder or prevent us from achieving strategic objectives or otherwise harm our business.

Added

Our use of, or inability to safely and effectively adopt and use, new technological capabilities and enhancements in line with strategic objectives, including artificial intelligence, may put us at a competitive disadvantage, including by failure to achieve efficiencies achieved by our competitors, or by misusing such technologies in ways that result in operational disruptions, reputation damage or legal liability exposure. Although we have adopted policies with respect to the use of artificial intelligence tools, we cannot be certain that such policies will be effective against the risks.

Reworded

ThePublic COVID-19health pandemicemergencies, contributedand the steps governments take to control them, may lead to labor shortages, supply chain issues, including longer lead times for construction materials and increased construction costs, capital markets disruptions and inflationary conditions.conditions, Future public health emergencies, and the steps governments take to control them,which may negatively affect (i) the operation of our properties, (ii) the effectiveness of our strategic decision making, (iii) the operation of our key information systems, (iv) our ability to make timely filings with the SEC and (v) our ability to maintain an effective control environment.

Added

We may also be adversely impacted in the future by new laws or regulations relating to emissions, including stricter energy efficiency standards and “green” building codes. Such laws and regulations may require us to make improvements to our existing properties or result in increased operating costs that we may not be able to effectively pass on to our tenants.

Removed

We may be adversely impacted in the future by potential impacts to the supply chain or stricter energy efficiency standards or greenhouse gas regulations for the commercial building sectors. Compliance with new laws or regulations relating to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or result in increased operating costs that we may not be able to effectively pass on to our tenants. Any such laws or regulations could also impose substantial costs on our tenants, thereby impacting the financial condition of our tenants and their ability to meet their lease obligations and to lease or re-lease our properties. We cannot give any assurance that other such conditions do not exist or may not arise in the future. The potential impacts of climate change on our real estate properties could adversely affect our ability to lease, develop or sell such properties or to borrow using such properties as collateral.

Reworded

As of December 31, 2024,2025, we had $129.1$351.0 million of trustvariable preferredrate securities that mature in April 2037 that are SOFR indexed. An aggregate amountdebt of $82.5which $332.5 million of the trust preferred securities is swapped to obtain an effective fixed interest rate of 5.20% to October 30, 2027. In addition, we had a $300.0 million unsecured term loan which matures January 2027 that is SOFR indexed and was subject to interest rate swap agreements that expired inthrough January 2025.2027 Anand aggregate amount of $250.0 million of the term loan is swapped to obtain an effective fixed interest rate of 4.31% from January 31, 2025 to January 31,October 2027. Also, any future borrowings under our unsecured revolving credit facility iswill be subject to a variable interest rate. We also have an aggregate of $1.1$1.0 billion of unsecured senior notes which mature from November 2028 to October 2031. We may refinance all of this indebtedness with variable-rate indebtedness.

Reworded

We have used derivatives to hedge certain of our variable-rate liabilities. As of December 31, 2024,2025, we had 11seven interest rate swap agreements outstanding with an aggregate notional amount of $632.5$332.5 million. The counterparties of these arrangements are major financial institutions; however, we are exposed to credit risk in the event of non-performance or default by the counterparties. Further, additional risks, including losses on a hedge position, may reduce the return on our investments. Such losses may exceed the amount invested in such instruments. We may also have to pay certain costs, such as transaction fees or breakage costs, related to hedging transactions.

Removed

Certain of our indebtedness is subject to cross-default, cross-acceleration and cross-collateral provisions.

Removed

Substantially all of our corporate level borrowings and, in the future, certain of our secured indebtedness may, contain cross-default and/or cross-acceleration provisions, which may be triggered if we default on certain indebtedness in excess of certain thresholds. In the event of such a default, the resulting cross defaults and/or cross-accelerations may adversely impact our financial condition.

Removed

One of our non-consolidated joint ventures has a portfolio loan where the loan is cross-collateralized with a majority of the assets in the portfolio.

Removed

Securities eligible for future sale may have adverse effects on our share price.

Removed

We have an unallocated universal shelf registration statement and we also maintain an At-the-Market offering program and a direct share purchase plan, pursuant to which we may issue additional common shares. There is no restriction on our issuing additional common or preferred shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common or preferred shares or any substantially similar securities. Pursuant to our At-the-Market offering, we may enter into forward sale agreements. Settlement provisions contained in any forward sale agreement could result in substantial dilution to our earnings per share or result in substantial cash payment obligations. In addition, in the case of our bankruptcy or insolvency, any forward sale agreement will automatically terminate, and we would not receive the expected proceeds from the sale of our common shares under such agreement.

Added

Effective July 4, 2025, certain changes to U.S. tax law were approved that impact us and our shareholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Code, (ii) increased the percentage limit under the REIT asset test applicable to TRSs from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the based on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

Removed

Federal tax legislation passed in 2017 made numerous changes to tax rules. These changes do not affect the REIT qualification rules directly, but may otherwise affect us or our shareholders. For example, the top federal income tax rate for individuals was reduced to 37%, there is a deduction available for certain Qualified Business Income that reduces the top effective tax rate applicable to ordinary dividends from REITs to 29.6% (through a 20% deduction for ordinary REIT dividends received) and various deductions are eliminated or limited. Most of the changes applicable to individuals are temporary.

Reworded

Our inability to retain the services of any of our key personnel, an unplanned loss of any of their services or our inability to replace them upon termination as needed, could adversely impact our operations. We do not have key manperson life insurance coverage on our executive officers.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

28new paragraphs
26removed paragraphs
34reworded paragraphs
7,505 → 8,095words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: covenant, credit rating, interest rate
“As of December 31, 2025, we had an unsecured credit agreement with KeyBank National Association, as agent, and the financial institutions from time to time party thereto as lenders, for a revolving credit facility of up to $600.0 million, which is subject to compliance with certain financial maintenance covenants. The revolving credit facility had a maturity date in July 2026 and could be extended up to July 2027, subject to certain conditions. …”
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New text topics: restatement, credit rating
“As part of this amendment and restatement, the maturity date of the Term Loan was extended to January 31, 2029 with two one-year extension options at our discretion, subject to certain conditions. The rate of interest payable under the Term Loan is now equal to, at our option, a rate per annum of (i) the base rate plus a margin of 0.00% to 0.60% or (ii) the daily SOFR or a term SOFR plus a margin of 0.80% to 1.60%. There is no credit adjustment for SOFR. Based on the current consolidated leverage ratio and investment grade credit ratings, the applicable margin for the Term Loan is 0.85%.”
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Removed text topics: covenant, interest rate
“(1)Maturity date of the revolving credit facility can be extended to July 2027, subject to certain conditions. The interest rate ranges from SOFR (plus a 0.10% index adjustment) plus 0.725% to 1.40%. At December 31, 2024, we had no borrowings outstanding and availability of $600.0 million, subject to covenant compliance.”
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New text topics: credit rating
“Subsequent to December 31, 2025, we amended and restated our existing credit agreement with KeyBank National Association as agent, and the financial institutions party thereto as lenders, to provide an unsecured revolving credit facility of up to $600.0 million which matures on January 31, 2030 with one or more options to extend up to January 31, 2031 at our discretion, subject to conditions. …”
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Removed text topics: impairment
“We did not incur any impairment charges during the year ended December 31, 2024. During the year ended December 31, 2023, we incurred impairment charges of $16.5 million on certain of our assets due to each asset's carrying value being below its estimated fair value. Most of the impairment charges in 2023 were incurred on assets due to anticipated shortened holding periods. We cannot estimate if we will incur, or the amount of, future impairment charges on our assets. See Part I, Item 1A “Risk Factors”, of this Annual Report.”
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New text topics: interest rate
“The decrease in interest and amortization expense of $3.6 million was primarily due to a $4.4 million decrease in interest expense related to the Senior Notes due 2024 that were repaid in full during the year ended December 31, 2024 and a decrease in mortgage interest expense. During the year ended December 31, 2025, $140.0 million of the aggregate principal balance of the 6.750% Senior Notes due 2028 were repurchased, resulting in a $1.8 million decrease in interest expense. …”
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Full comparison: every changed paragraph (88)

Green = added, red = removed. Unchanged paragraphs, 14 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The following is a discussion and analysis of the consolidated financial condition and results of operations of LXP Industrial Trust for the years ended December 31, 20242025 and 2023,2024, and significant factors that could affect itsour prospective financial condition and results of operations. This discussion should be read together with our accompanying consolidated financial statements included herein and notes thereto.

Reworded

•We enteredEntered into new leases and lease extensions encompassing 4.54.9 million square feet. The average fixed rent on new and extended leases was $5.89$5.99 per square footfoot, compared to the average fixed rent on these leases before extension of $4.22$5.23 per square foot excluding tenant reimbursements as part of the expiring rent in one lease and one lease with a fixed-rate renewal.foot. The weighted-average cost of tenant improvements and lease commissions was $2.52$1.22 per square foot for new first-generation leases and $3.39 per square foot for second-generation new and extended leases.

Added

•Increased stabilized portfolio occupancy to 97.1%.

Added

•Acquired one warehouse facility located in the Atlanta, Georgia market for $30.0 million totaling 0.2 million square feet with a weighted-average lease term of 3.9 years.

Added

•Commenced redevelopment of two warehouse facilities located in the Central Florida and Richmond, Virginia markets totaling 0.6 million square feet.

Removed

•Acquired four facilities for an aggregate cost of $157.6 million.

Removed

•Placed into service three fully-leased warehouse facilities containing an aggregate of 1.4 million square feet in the Phoenix, Arizona, Greenville/Spartanburg, South Carolina and Columbus, Ohio markets.

Removed

•Placed into service vacant warehouse and distribution facilities containing an aggregate of 3.4 million square feet one year after the completion of base building construction.

Removed

•Invested an aggregate of $108.7 million in development activities and $7.6 million in a value-add opportunity at the Orlando, Florida asset.

Added

•Sold our interests in 11 warehouse facilities for gross proceeds of $389.1 million. Two of the facilities sold were vacant development projects totaling 2.1 million square feet, located in Ocala, Florida and Indianapolis, Indiana markets for a gross aggregate price of $174.6 million.

Removed

•Disposed of our interests in two office properties and four industrial facilities for an aggregate gross price of $181.1 million.

Removed

•Sold land subject to a sales-type lease in Phoenix, Arizona for the gross price of $86.5 million.

Added

•Repaid $50.0 million of the $300.0 million term loan.

Added

•Repurchased $28.1 million of the Company's Trust Preferred Securities at a 5.0% discount to par value.

Added

•Completed a cash tender offer and repurchased $140.0 million of the 6.750% Unsecured Senior Notes due 2028.

Added

Equity.

Added

•Completed the Reverse Split.

Added

•Repurchased and retired 0.1 million common shares for an average price of $49.04 per common share.

Removed

•Satisfied $198.9 million aggregate principal balance of the outstanding 4.40% Senior Notes due 2024 ("2024 Senior Notes") at maturity.

Removed

•Entered into forward interest rate swap agreements to effectively fix the interest rate related to an aggregate of $250.0 million of the term loan at an average interest rate of 4.31% from January 31, 2025 to January 31, 2027.

Removed

•Entered into interest rate swap agreements to effectively fix the interest rate related to an aggregate of $82.5 million of the Trust Preferred Securities at an average interest rate of 5.20% from October 30, 2024 to October 30, 2027.

Reworded

In 2024,2025, we acquired ora completed and placed into service $550.5$30.0 million of warehouse facilities,facility, which is ana increasedecrease of $404.1$520.5 million compared to 20232024 investment activity of $146.4$550.5 million. The increasedecrease was primarily due to placingour moreprioritizing developmentdeleveraging propertiesover into service and properties we acquired as partreinvestment of our efforts to recycle capital outrecycling of non-target markets and into our target markets.proceeds.

Reworded

In addition, we may continue to selectively recycle capital out of our targetnon-target markets over time andand, as opportunities arise, and use the proceeds to reduce indebtedness and invest in our target markets.markets, primarily through our development activities. We do not expect capital recycling to have a material dilutive impact on earnings.

Reworded

There continues to be competition for the acquisition of industrial properties, specifically warehouse and distribution facilities. While we believe the industrial market will continue to grow, increased costs from international trade policy may continue to cause some tenants to reevaluate expansion and growth plans. WeAs continueconstruction starts were reduced in recent years and supply in our markets has decreased, we expect to prioritize development activities, including build-to-suit projectsprojects, over (1) acquisitions of leased properties due to the relatively higher yield that build-to-suitdevelopment projectsactivities generally provide and (2) speculative development due to the inherent leasing risk.provide.

Added

Lease Term. As of December 31, 2025, our leases have a weighted average lease term of 4.8 years. We believe we are well positioned to take advantage of market rental growth in our target markets which continue to outperform the coastal industrial real estate markets.

Removed

Lease Term. We primarily acquire assets subject to intermediate and long-term leases with escalating rents, which we believe strengthen our future cash flows and provide a partial hedge against rising interest rates. We intend to maintain a weighted-average lease term longer than many comparable industrial companies and balance our lease expiration schedule because we favor certainty of cash flow over lease-rollover risk with single-tenant facilities.

Reworded

Our industrial investment underwriting focuses more on real estate characteristics such as location and related demographic and local economic trends than it does on tenant credit. This has allowed us to selectively acquire certain short-term leased or vacant warehouse and distribution facilities, which may be acquired with greater total return potential than long-term leased warehouse and distribution facilities and allow for a value-add strategy through the lease renewal, lease up or a multi-tenanting process.

Reworded

Development. Our development activities have been focused on build-to-suit projects, speculative development and purchasing newly-developed properties with vacancy. In 2025,2026, we expect to continue to focus our development activities on build-to-suit projects and limit the amount ofselective speculative development toin markets wherewith therefavorable isindustrial sufficientreal tenantestate demand.fundamentals. ConstructionDue to low construction starts in our target markets continue to be down compared to construction starts in previousrecent years.years, Wewe believe this will ultimately result in lower supply inhas the future if,decreased and when, demand increasesis andincreasing, which may provide opportunity for more development investment.

Reworded

General. Re-leasing properties that are currently vacant or become vacant as leases expire at favorable effective rates is a primary area of focus for our asset management strategy. Renewals of industrial leases, particularly for warehouse and distribution facilities, are generally dependent on location and occupancy alternatives for our tenants. Uncertainty from international trade policy has caused some tenants to reevaluate their space needs and consolidate into other spaces or move to facilities with lower rental rates.

Reworded

A majority of our leases require tenants to pay operating expenses, including maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses. However, certain of our leases provide for some level of landlord responsibility for capital repairs and replacements, the cost of which is generally factored into the rental rate.rate and our underwriting. Our motivation to release vacant space requires us to meet market demands with respect to rental rates, tenant concessions and landlord responsibilities. Developers may be similarly motivated when signing leases with tenants due to the significant competition in the industrial space. As a result, the obligations of our property owner subsidiaries on new leases and newly renewed or extended leases may increase to include, among other items, some form of responsibility for operating expenses and/or capital repairs and replacements.

Reworded

During the year ended December 31, 2024,2025, we completed 4.54.9 million square feet of new leases,leases and leaseextended extensions,leases, raising base and cash base rents by 22.9%29.7% and 17.7%, respectively, and 46.5% and 39.7%,27.7%, respectively, excluding tenanttwo reimbursementsfixed-rate renewals, an additional two-year extension to 2030 at a 0.6 million square foot facility completed in onethe first quarter of 2025 and a first-generation lease and one lease withat a fixed-rate1.1 renewal.million square foot facility completed in the second quarter of 2025.

Reworded

Tenant Credit. We continue to monitor the credit of tenants of properties in which we have an interest by (1) subscribing to rating agency information, so that we can monitor changes in the ratings of our rated tenants, (2) reviewing financial statements that are publicly available or that are required to be delivered to us under the applicable lease, (3) monitoring news reports regarding our tenants and their respective businesses, (4) monitoring the timeliness of rent collections and (5) meeting with our tenants.tenants and observing their use of our facilities.

Added

We did not incur any impairment charges during the years ended December 31, 2025 and 2024.

Removed

We did not incur any impairment charges during the year ended December 31, 2024. During the year ended December 31, 2023, we incurred impairment charges of $16.5 million on certain of our assets due to each asset's carrying value being below its estimated fair value. Most of the impairment charges in 2023 were incurred on assets due to anticipated shortened holding periods. We cannot estimate if we will incur, or the amount of, future impairment charges on our assets. See Part I, Item 1A “Risk Factors”, of this Annual Report.

Reworded

We use considerable judgementjudgment in our estimates of cash flow projections, discount, capitalization and interest rates, fair market lease rates, carrying costs during hypothetical expected lease-up periods and costs to execute similar leases. While our methodology for purchase price allocation did not change during the year ended December 31, 2024,2025, the real estate market is fluid and our assumptions are based on information currently available in the market at the time of acquisition. Significant increases or decreases in these key estimates, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value measurement of the real estate assets being acquired.

Reworded

Revenue Recognition. We enter into agreements with tenants that convey the right to control the use of identified space at our properties in exchange for rental revenue. These agreements meet the criteria for recognition as leases under Accounting Standards Codification (“ASC”) 842, Leases. Lease classification tests require significant estimates and judgments by management in its application. Upon lease commencement or lease modification, we assess the lease classification to determine whether the lease should be classified as a direct financing, sales-type or operating lease. The determination of lease classification requires the calculation of the rate implicit in the lease, which is driven by significant estimates, including the estimation of both the value assigned to the property components on the lease commencement date or upon acquisition and the estimation of the unguaranteed residual value of such components at the end of the lease term. The determination of the lease term also requires judgementjudgment because the probability of purchase options and renewals have to be analyzed to conclude if they are reasonably certain of being exercised. If the lease component is determined to be a direct financing or sales-type lease, revenue is recognized over the life of the lease using the rate implicit in the lease.

Reworded

Impairment of Real Estate. We record impairments of our real estate assets classified as held for use when triggering events dictate that an asset may be impaired. An impairment is recorded when the carrying amount of the asset exceeds the sum of its undiscounted future operating and residual cash flows. The impairment is the difference between the estimated fair value of the asset and the carrying amount. We record impairments of our real estate assets classified as held for sale at the lower of the carrying amount or estimated fair value using the estimated or contracted sales price less costs to sell. Any real estate assets recorded at fair value on a non-recurring basis as a result of our impairment analysis are valued using unobservable local and national industry market data such as comparable sales, appraisals, brokers’ opinions of value and/or terms of definitive sales contracts. Additionally, the analysis includes considerable judgementjudgment in our estimates of hold periods, projected cash flows and discount and capitalization rates. Significant increases or decreases in any of these inputs, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value measurement of the real estate assets being assessed.

Reworded

Cash flows from operations as reported on the consolidatedConsolidated statementsStatements of cashCash flowsFlows totaled $188.7 million for 2025 and $211.2 million for 2024 and $209.4 million for 2023.2024. The increasedecrease was related primarily related to increased rental revenue related to additional sales-type lease income, lease extensions and placing development properties into service, partially offset by a decrease in cash flow due to property sales and increasedvacancies, interestpartially expense.offset by rental revenue related to acquired properties, lease extensions and placing development properties into service during 2024 and the receipt of a lease termination fee. The underlying drivers that impact our working capital, and therefore cash flows from operations, are the timing of collection of rents, including reimbursements from tenants, payment of interest on debt and payment of operating and general and administrative costs. We believe the net-lease structure of the leases encumbering a majority of the properties in which we have an interest mitigates the risks of the timing of cash flows from operations since the payment and timing of operating costs related to the properties are generally borne directly by the tenant. The collection and timing of tenant rents are closely monitored by management as part of our cash management program.

Reworded

Net cash provided by (used in) investing activities totaled $298.2 million in 2025 and $86.4 million in 2024 and $(183.5) million in 2023.2024. Cash provided by investing activities in 2025 related primarily to proceeds from property sales, receipt of insurance proceeds and distributions from non-consolidated entities, offset by acquisitions of real estate, investments in real estate under construction, capital expenditures, lease costs, investments in non-consolidated entities and changes in real estate deposits, net. Cash provided by investing activities in 2024 related primarily to net proceeds received from the disposition of real estate, realization of the net investment in a sales-type lease, distributions from non-consolidated entities, loan receivable payments and redeeming investments in held-to-maturity securities.securities Cashoffset used in investing activities related primarily toby acquisitions of real estate, investments in real estate under construction, capital expenditures, lease costs, and investments in non-consolidated entities and investments in held-to-maturity securities.entities.

Added

Net cash used in financing activities totaled $418.3 million in 2025 and $395.0 million in 2024. Cash used in financing activities in 2025 was related primarily to the partial repayment of the Term Loan, repurchase of the Trust Preferred Securities, a partial repurchase of the 6.750% Senior Notes due 2028, repurchase of common shares, distributions to noncontrolling interests, dividends, and debt service payments, offset by contributions from noncontrolling interests. Cash used in financing activities in 2024 was related primarily to the repayment of the 2024 Senior Notes, the purchase of a noncontrolling interest and dividend and debt service payments, offset by contributions from noncontrolling interests.

Removed

Net cash provided by (used in) financing activities totaled $(395.0) million in 2024 and $119.0 million in 2023. Cash used in financing activities in 2024 was primarily related to the repayment of the 2024 Senior Notes, the purchase of a noncontrolling interest and dividend and debt service payments, offset by contributions from noncontrolling interests. Cash provided by financing activities in 2023 was primarily related to the receipt of proceeds from the issuance of the 2028 Senior Notes and borrowings on the credit facility, offset by the repurchase of common shares to settle tax obligations, the purchase of a noncontrolling interest and dividend and debt service payments.

Reworded

We expect to continue to access debt and equity markets in the future to implement our business strategy and to fund future growth when market conditions are favorable. However, the volatility in the capital markets primarily resulting from the effects of risinghigher interest rates and rising inflation have negatively affectaffected our ability to access these capital markets.

Reworded

Share Repurchase Program. InDuring Augustthe 2022,year ended December 31, 2025, we repurchased 0.1 million common shares at an average share price of $49.04 per common share, pursuant to a share repurchase authorization of 2.0 million common shares by our Board of TrusteesTrustees, authorizedwhich thehas repurchaseno expiration date. As of upDecember to31, an2025, additional 10.00.2 million common shares underwere oursubject shareto repurchase program,contracts whichand doessettled notin haveJanuary an expiration date.2026. No common shares were repurchased during 2024 and 2023.2024. As of December 31, 2024,2025, 6.91.3 million common shares remain available for repurchase under this authorization.

Removed

Financings:

Removed

Corporate Borrowings. In 2024, we repaid the $198.9 million aggregate principal amount of our 2024 Senior Notes at maturity.

Reworded

Financings: The following Seniorpresents Notes wereour outstanding unsecured debt obligations as of December 31, 20242025:

Added

(1)Spread includes a 0.10% daily SOFR adjustment.

Added

(2)We repaid $50.0 million of the Term Loan in January 2025, resulting in a loss on debt satisfaction of $0.4 million. The SOFR portion of the interest rate was swapped to an average interest rate of 3.21% per annum until January 31, 2027 and the all-in interest rate following the January 2026 refinancing including the margin is 4.06% per annum until January 31, 2027.

Added

(3)We completed a cash tender offer to repurchase $140.0 million of the principal amount on our 6.750% Senior Notes due 2028, resulting in a loss on debt satisfaction of $12.6 million.

Added

(4)Interest rate spread contains a 0.26% SOFR adjustment plus a spread of 1.70% through maturity. $82.5 million is swapped at an average interest rate including the spread of 5.20% from October 30, 2024 to October 30, 2027. As of December 31, 2025, the weighted average interest rate of the Trust Preferred Securities was 5.31%, which includes the effect of the interest rate swaps.

Added

(5)We repurchased $28.1 million of the Trust Preferred Securities for a cash payment of $26.9 million, including accrued interest of $0.2 million, which resulted in a gain on debt satisfaction, net of $1.1 million including a write off of $0.3 million in deferred financing costs. The Trust Preferred Securities are classified as debt.

Added

From time to time, we may repurchase certain of our outstanding debt securities, including our Trust Preferred Securities, in negotiated and/or market transactions. During the year ended December 31, 2025, we repurchased $28.1 million of our Trust Preferred Securities at a 5.0% discount to par value. Additionally, we completed a cash tender offer and repurchased $140.0 million aggregate principal balance of the Unsecured Senior Notes due 2028.

Added

As of December 31, 2025, we had an unsecured credit agreement with KeyBank National Association, as agent, and the financial institutions from time to time party thereto as lenders, for a revolving credit facility of up to $600.0 million, which is subject to compliance with certain financial maintenance covenants. The revolving credit facility had a maturity date in July 2026 and could be extended up to July 2027, subject to certain conditions. The interest rate ranged from SOFR (plus a 0.10% index adjustment) plus an interest rate spread ranging from 0.725% to 1.400%, based on our senior unsecured long-term credit rating. We had no borrowings under the $600.0 million revolving credit facility as of December 31, 2025.

Added

Subsequent to December 31, 2025, we amended and restated our existing credit agreement with KeyBank National Association as agent, and the financial institutions party thereto as lenders, to provide an unsecured revolving credit facility of up to $600.0 million which matures on January 31, 2030 with one or more options to extend up to January 31, 2031 at our discretion, subject to conditions. The rate of interest payable under the revolving credit facility is equal to, at our option, a rate per annum of (i) the base rate plus a margin of 0.00% to 0.40% or (ii) the daily SOFR or a term SOFR plus a margin of 0.725% to 1.40% (without any SOFR index adjustment). The applicable margin is determined with respect to our consolidated leverage ratio and senior unsecured long-term debt rating. Based on the current consolidated leverage ratio and investment grade credit ratings, for SOFR borrowings, the applicable margin for the revolving credit facility equals 0.775%. The revolving credit facility is also subject to a facility fee equal to 0.125% to 0.300%, depending on the Trust's credit ratings and consolidated leverage ratio, of the total commitments under the revolving credit facility. The facility fee is currently 0.15%.

Added

As part of this amendment and restatement, the maturity date of the Term Loan was extended to January 31, 2029 with two one-year extension options at our discretion, subject to certain conditions. The rate of interest payable under the Term Loan is now equal to, at our option, a rate per annum of (i) the base rate plus a margin of 0.00% to 0.60% or (ii) the daily SOFR or a term SOFR plus a margin of 0.80% to 1.60%. There is no credit adjustment for SOFR. Based on the current consolidated leverage ratio and investment grade credit ratings, the applicable margin for the Term Loan is 0.85%.

Removed

A summary of the maturity dates and interest rates under our unsecured credit agreement, as of December 31, 2024, are as follows:

Removed

(1)Maturity date of the revolving credit facility can be extended to July 2027, subject to certain conditions. The interest rate ranges from SOFR (plus a 0.10% index adjustment) plus 0.725% to 1.40%. At December 31, 2024, we had no borrowings outstanding and availability of $600.0 million, subject to covenant compliance.

Removed

(2)The Term SOFR portion of the interest rate was swapped to obtain a fixed-rate of 2.722% per annum, until January 31, 2025 and an aggregate amount of $250.0 million of the term loan is swapped to obtain an effective fixed interest rate of 4.31% from January 31, 2025 to January 31, 2027.

Removed

During 2007, we issued $200.0 million in Trust Preferred Securities. The Trust Preferred Securities bear interest at a variable rate of three-month SOFR plus a 26 basis point adjustment plus 170 basis points. The interest rate on an aggregate amount of $82.5 million of the Trust Preferred Securities is swapped to obtain an effective fixed interest rate of 5.20% from October 30, 2024 to October 30, 2027. These securities are (1) classified as debt, (2) due in 2037 and (3) currently redeemable by us. As of December 31, 2024, there were $129.1 million of these securities outstanding.

Reworded

Property Specific Debt. As of December 31, 2024,2025, the principal balance of our secured debt decreased to approximately $49.9 million compared to $55.5 million at December 31, 2024 compared to $60.9 million at December 31, 2023.2024. Our property owner subsidiaries do not have mortgage maturities with balloon payments due until 2031. With respect to mortgages encumbering properties where the expected lease rental revenues are sufficient to provide an estimated property value in excess of the mortgage balance, we believe our property owner subsidiaries have sufficient sources of liquidity to meet these obligations through future cash flows from operations, the credit markets and, if determined appropriate by us, a capital contribution from us from either cash on hand ($101.8$170.4 million at December 31, 20242025), property sale proceeds or borrowing capacity on our primary credit facility ($600.0 million as of December 31, 2024,2025, subject to covenant compliance).

Showing the first 60 of 88 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-29 (period ending 2026-06-30) with 10-Q filed 2026-04-29 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

22new paragraphs
1removed paragraphs
0reworded paragraphs
17 → 1,529words in section

New heading “Risks Related to the Proposed Merger”

New heading “The announcement and pendency of the transactions contemplated by the Merger Agreement may have an adverse effect on our business, financial condition and results of operations.”

New heading “The consummation of the proposed Merger is subject to certain closing conditions, including, among others, the approval of the Merger by our shareholders, some or all of which may not be satisfied or completed within the expected timeframe, if at all.”

New heading “We may not complete the proposed Merger within the timeframe anticipated or at all, which could adversely affect our business, financial condition, results of operations and the market price of our common shares.”

New heading “In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could affect the decisions of a third party considering making an alternative acquisition proposal.”

New heading “We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the proposed Merger from being completed.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: lawsuit, class action
“We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the proposed Merger from being completed.”
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New text topics: lawsuit, class action, liquidity
“Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management’s time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. …”
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New text
“The consummation of the proposed Merger is subject to certain closing conditions, including, among others, the approval of the Merger by our shareholders, some or all of which may not be satisfied or completed within the expected timeframe, if at all.”
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New text
“We may not complete the proposed Merger within the timeframe anticipated or at all, which could adversely affect our business, financial condition, results of operations and the market price of our common shares.”
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New text
“In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could affect the decisions of a third party considering making an alternative acquisition proposal.”
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“The announcement and pendency of the transactions contemplated by the Merger Agreement may have an adverse effect on our business, financial condition and results of operations.”
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Full comparison: every changed paragraph (23)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Added

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 12, 2026, with the exception of the risk factors discussed below.

Added

Risks Related to the Proposed Merger

Added

The announcement and pendency of the transactions contemplated by the Merger Agreement may have an adverse effect on our business, financial condition and results of operations.

Added

Uncertainty about the effect of the proposed Merger on our employees, tenants, potential tenants and other third parties may disrupt our leasing or other key business activities and may adversely affect our business, financial condition and results of operations, as well as the market price of our common shares. For example, tenants and other third parties may defer decisions concerning working with us, or, if applicable, seek to change existing business relationships with us. Current employees may experience uncertainty about their roles following the proposed Merger, and this may have an effect on our corporate culture, ability to retain current employees and/or hire new employees. Any loss or distraction of such employees could have a significant adverse effect on our business, financial condition and operating results. In addition, we have devoted, and will continue to devote, significant management and other internal resources towards the completion of the proposed Merger and planning for integration, which could significantly adversely affect our business, financial condition and results of operations.

Added

The Merger Agreement generally requires us to operate our business in the ordinary course pending consummation of the proposed Merger and generally restricts us from taking certain specified actions until the proposed Merger is completed. These restrictions may affect our ability to execute our business strategies, to respond effectively to competitive pressures and industry developments, and to attain our financial and other goals and may otherwise harm our business, financial condition and results of operations.

Added

The consummation of the proposed Merger is subject to certain closing conditions, including, among others, the approval of the Merger by our shareholders, some or all of which may not be satisfied or completed within the expected timeframe, if at all.

Added

Completion of the proposed Merger is subject to a number of closing conditions, including, among others, the approval of the Merger by the affirmative vote of the holders of our common shares entitled to cast a majority of all the votes entitled to be cast at a shareholder meeting on the Merger. We can provide no assurance that such approval will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if such approval can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance that other events will not intervene to delay the proposed Merger or result in the termination of the Merger Agreement. Any adverse consequence of the proposed Merger could be exacerbated by any delays in completion of the proposed Merger or termination of the Merger Agreement.

Added

Each party’s obligation to consummate the proposed Merger is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the closing of the proposed Merger, including, with respect to us, covenants to conduct our business in the ordinary course and to not engage in certain kinds of transactions prior to closing (with certain specified exceptions). In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, in connection with a change in the recommendation of our Board of Trustees to enter into an agreement for certain alternate proposals. As a result, we cannot assure you that the proposed Merger will be completed even if our shareholders approve the Merger, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected timeframe.

Added

We may not complete the proposed Merger within the timeframe anticipated or at all, which could adversely affect our business, financial condition, results of operations and the market price of our common shares.

Added

The proposed Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond our control. If the proposed Merger is not completed for any reason, including as a result of the shareholders failing to approve the Merger, our shareholders will not receive any payment for their common shares. Instead, we will remain a public company, the common shares will continue to be listed and traded on the New York Stock Exchange and registered under the Exchange Act, and we will be required to continue to file periodic reports with the SEC. Moreover, if the Merger is not completed, our ongoing business may be significantly adversely affected, and we would be subject to a number of risks, including the following:

Added

•we may experience negative reactions from the financial markets, including negative impacts on our share price, and it is uncertain when, if ever, the price of our common shares would return to the prices at which our common shares currently trade;

Added

•we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting tenants and employees;

Added

•we would still be required to pay certain significant costs relating to the proposed Merger, such as legal, accounting, consulting and other advisory fees, and other related costs, which may relate to activities that we would not have undertaken other than in connection with the proposed Merger;

Added

•we may be required to pay a cash termination fee to Parent of up to approximately $108.2 million, as required under the Merger Agreement under certain circumstances;

Added

•while the Merger Agreement is in effect, we are subject to restrictions on our business activities, including, among other things, restrictions on our ability to engage in certain kinds of material transactions, including, subject to certain exceptions, acquiring other properties or disposing of currently owned properties, making capital expenditures, or incurring indebtedness, which could prevent us from pursuing strategic business opportunities, taking actions with respect to the business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may, as a result, significantly adversely affect our business, results of operations and financial condition;

Added

•matters relating to the proposed Merger require substantial commitments of time and resources by management, which could result in the distraction of management from ongoing business operations and pursuing other opportunities that could have been beneficial to us; and

Added

•we may commit significant time and resources to defending against litigation related to the proposed Merger.

Added

If the proposed Merger is not consummated, the risks described above may materialize, and they may have a significant adverse effect on our business, financial condition, results of operations and the market price of our common shares, particularly to the extent that the current market price of our common shares reflects an assumption that the proposed Merger will be completed.

Added

In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could affect the decisions of a third party considering making an alternative acquisition proposal.

Added

In certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, we will be required to pay Parent a termination fee of up to approximately $108.2 million (or approximately $54.1 million if the termination relates to a superior proposal received during the Go-Shop Period), including if Parent terminates the Merger Agreement after our Board of Trustees changes its recommendation to the shareholders or if the Company terminates the Merger Agreement to enter into an alternative acquisition agreement with respect to certain alternative transactions. This payment could affect the structure, pricing and terms proposed by a third party seeking to acquire or merge with us and could discourage a third party from making a competing acquisition proposal or inquiry, including a proposal that would be more favorable to our shareholders than the proposed Merger. For these and other reasons, termination of the Merger Agreement could significantly adversely affect our business, financial condition, results of operations and the market price of our common shares.

Added

We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the proposed Merger from being completed.

Added

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management’s time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the proposed Merger, then that injunction may delay or prevent the proposed Merger from being completed, which could adversely affect our business, financial condition and results of operations.

Removed

There have been no material changes in our risk factors from those disclosed in the Annual Report.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

25new paragraphs
6removed paragraphs
34reworded paragraphs
4,245 → 5,710words in section

New heading “Proposed Merger”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: fine

Paragraph as it now reads, with added and removed wording marked:

Forward-Looking Statements. This Quarterly Report, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects,” “may,” “plans,” “predicts,” “will,” “will likely result” or similar expressions. Readers should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. In particular, among the factors that could cause actual results, performances or achievements to differ materially from current expectations, strategies or plans include, among others, risks associated with our ability to obtain consummate the Merger (defined below), including obtaining the requisite shareholder approval, and the timing of the closing, including the risks that a condition to closing will not be satisfied within the expected timeframe or at all or that the closing will not occur; the outcome of any legal proceedings that may be instituted against the parties to, and others related to, the Merger Agreement (defined below), including timing and expenses risks; operational risks related to the Merger, including time demands on management, employee retentions and transaction costs that are not contingent on closing; and those risks discussed below in “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and under the headings “Risk Factors” in this Quarterly Report and under “Risk Factors” in Part I, Item A and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report and other periodic reports filed by the Company with the SEC. Except as required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Accordingly, there is no assurance that our expectations will be realized.
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New text topics: impairment
“The increase in equity in losses of non-consolidated entities of $1.7 million was primarily due to recognizing our $1.3 million share of impairment charges recorded at NNN JV and an increase of $0.4 million of operating losses during the six months ended June 30, 2026. There were no impairment charges recognized on our non-consolidated entities during the six months ended June 30, 2025.”
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Removed text topics: impairment
“The increase in equity in losses of non-consolidated entities of $1.5 million was primarily due to recognizing our $1.3 million share of impairment charges and an increase of $0.2 million of operating losses. There were no impairment charges recognized on our non-consolidated entities during the three months ended March 31, 2025.”
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New text
“Proposed Merger”
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New text topics: interest rate
“(2) Amended and restated the Term Loan with an interest rate range from SOFR plus 0.80% to 1.60%. Based on our current rating and leverage ratio, the credit spread is 0.85%. Maturity can be extended to January 2031, subject to certain conditions. The SOFR portion of the interest rate was swapped for a fixed interest rate of 4.06% per annum until January 31, 2027.”
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Reworded topics: interest rate

Paragraph as it now reads, with added and removed wording marked:

(1) Amended and restated the TermRevolving LoanCredit Facility with an interest rate range from SOFR plus 0.80%0.725% to 1.60%.1.40%. Based on our current rating and leverage ratio, the credit spread is 0.85%.0.775%. Maturity can be extended to January 2031, subject to certain conditions. The SOFR portion of the interest rate was swapped for a fixed interest rate of 4.06% per annum until January 31, 2027.
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Full comparison: every changed paragraph (65)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Unless stated otherwise or the context otherwise requires, the “Company,” the “Trust,” “LXP,” “we,” “our,” and “us” refer collectively to LXP Industrial Trust and its consolidated subsidiaries. All of the Company's interests in properties are held in, and all property operating activities are conducted, through special purpose entities, which we refer to as property owner subsidiaries or lender subsidiaries and are separate and distinct legal entities, but in some instances are consolidated for financial statement purposes and/or disregarded for income tax purposes. References herein to this “Quarterly Report” are to this Quarterly Report on Form 10-Q for the three and six months ended MarchJune 31,30, 2026. The results of operations contained herein for the three and six months ended MarchJune 31,30, 2026 and 2025 are not necessarily indicative of the results that may be expected for a full year.

Reworded

When we use the term “REIT,” we mean an entity that has elected to be qualified as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code"). All references to 2026 and 2025 refer to the periods ending MarchJune 31,30, 2026 and 2025, respectively, and our fiscal year ended December 31, 2025.

Reworded

The following is a discussion and analysis of the unaudited Condensed Consolidated Financial condition and results of operations of LXP Industrial Trust for the three and six months ended MarchJune 31,30, 2026 and 2025, and significant factors that could affect its prospective financial condition and results of operations. This discussion should be read together with the accompanying unaudited Condensed Consolidated Financial Statements of the Company included herein and notes thereto and with the consolidated financial statements and notes thereto included in the Company's most recent Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, or SEC, on February 12, 2026, which we refer to as the Annual Report. Historical results may not be indicative of future performance.

Reworded

Forward-Looking Statements. This Quarterly Report, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects,” “may,” “plans,” “predicts,” “will,” “will likely result” or similar expressions. Readers should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. In particular, among the factors that could cause actual results, performances or achievements to differ materially from current expectations, strategies or plans include, among others, risks associated with our ability to obtain consummate the Merger (defined below), including obtaining the requisite shareholder approval, and the timing of the closing, including the risks that a condition to closing will not be satisfied within the expected timeframe or at all or that the closing will not occur; the outcome of any legal proceedings that may be instituted against the parties to, and others related to, the Merger Agreement (defined below), including timing and expenses risks; operational risks related to the Merger, including time demands on management, employee retentions and transaction costs that are not contingent on closing; and those risks discussed below in “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and under the headings “Risk Factors” in this Quarterly Report and under “Risk Factors” in Part I, Item A and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report and other periodic reports filed by the Company with the SEC. Except as required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Accordingly, there is no assurance that our expectations will be realized.

Reworded

As of MarchJune 31,30, 2026, we had equity ownership interests in approximately 108109 consolidated real estate properties, located in 14 states and containing approximately 52.753.3 million square feet of rentable space, which were approximately 96.6%97.4% leased based upon net rentable square feet.

Reworded

Our portfolio primarily consists of Class A warehouse and distribution real estate investments in our 12 target markets within the Sunbelt and lower Midwest. We expect to grow in these markets by executing on our development pipeline, including through build-to-suits, and opportunistically acquiring facilities in these markets, primarily through tax-deferred exchanges related to capital recycling. However, increased financing costs and industrial real estate fundamentals continue to negatively impact development starts in our target markets and the markets where we own properties. Due to this, theThe current key drivers to growth in our revenues are leasing our vacant, operating, redevelopment and development properties and mark-to-market of our lease rollover. As we continue to build out our development pipeline on our owned-land parcels, we continue to seek investments in additional land to develop for warehouse and distribution facilities, including through covered land investments where a tenant leases the improvements that will be demolished for a redevelopment of the property. These covered land investments may consist of office assets.

Added

Proposed Merger

Added

On July 19, 2026, the Company, Leopard REIT LLC, a Delaware limited liability company (“Parent”), and Leopard Merger Sub LLC, a Maryland limited liability company and a wholly owned indirect subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (the “Surviving Entity” and such merger, the “Merger”). Upon completion of the Merger, the Surviving Entity will be wholly-owned by Parent (other than in respect of the outstanding Series C Preferred shares). The Merger and the other transactions contemplated by the Merger Agreement were unanimously approved and declared advisable by the Company’s Board of Trustees.

Added

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common share of the Company issued and outstanding as of immediately prior to the Effective Time (other than certain excluded shares described in the Merger Agreement) will be automatically cancelled and converted into the right to receive an amount in cash equal to $61.20 per share, without interest. At the Effective Time, each 6.50% Series C Preferred share issued and outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive one Surviving Entity Series C preferred unit.

Added

During the period beginning on the date of the Merger Agreement and continuing until August 28, 2026 (the “Go-Shop Period”), the Company has the right to solicit competing proposals subject to the restrictions set forth in the Merger Agreement. If any third party submits a written competing proposal that the Company’s Board of Trustees determines in good faith constitutes or could reasonably be expected to lead to a superior proposal prior to the end of the Go-Shop Period and the Company terminates the Merger Agreement, all in accordance with the provisions of the Merger Agreement, then the termination fee payable by the Company to Parent would be approximately $54.1 million. Additional restrictions on the Company’s ability to solicit or engage on other proposals is set forth in the Merger Agreement.

Added

The Parent Parties have secured committed financing, consisting of a combination of (i) equity financing to be provided affiliates of Parent on the terms and subject to the conditions set forth in an equity commitment letter provided by such affiliates, and (ii) debt financing to be provided by certain lenders on the terms and subject to the conditions set forth in a debt commitment letter, the aggregate proceeds of which will be sufficient for the Parent Parties to pay all amounts the Parent Parties may be obligated to pay pursuant to the Merger Agreement or the Merger.

Added

The consummation of the Merger is subject to certain customary closing conditions, including shareholder approval.

Added

Pursuant to the terms of the Merger Agreement, the Company has agreed to suspend payment of its regular common share quarterly dividend, effective immediately, subject to certain exceptions set forth in the Merger Agreement. The Merger Agreement permits the Company to make regular quarterly dividends on the Series C Preferred shares.

Reworded

FirstSecond Quarter 2026 Transaction Summary.

Reworded

The following summarizes our transactions during the three months ended MarchJune 31,30, 2026:

Added

Acquisition Activity.

Added

•Acquired Phoenix covered land investment, for $103.2 million at an initial cash yield of 15.7%. The 37-acre infill industrial redevelopment site is located in Phoenix, Arizona, and is subject to a lease with a remaining lease term of approximately 4.9 years.

Added

•Pre-leased the approximately 1.2 million square foot Phoenix development project securing a five-year lease with 3.5% annual rent escalations and an expected initial annual cash base rent of approximately $9.8 million.

Reworded

•Completed 1.8an additional 2.3 million square feet of new second-generation leases and second-generation lease extensions, increasing base and cash base rents by 19.1%43.1% and 11.9%,26.2%, respectively.respectively, excluding leases with fixed-rate renewals.

Added

•Commenced construction of two industrial development projects in a joint venture in the Columbus, Ohio market, consisting of a 750,000 square foot facility and a 161,000 square foot facility.

Removed

•Commenced a 1.2 million square foot speculative development project in Phoenix, Arizona.

Removed

Debt.

Removed

•Extended the maturities and reduced pricing on $600 million unsecured revolving credit facility and $250 million term loan.

Added

•A holder of 25 shares of the 6.50% Series C Convertible Preferred stock ("Series C Preferred") converted their shares into 12.175 common shares, with the fractional shares being paid in cash.

Removed

•Repurchased and retired 0.3 million common shares at an average price of $48.70 per common share under existing share repurchase program.

Reworded

Our critical accounting estimates are included in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to these estimates during the threesix months ended MarchJune 31,30, 2026.

Reworded

As of MarchJune 31,30, 2026, the principal balance of our secured debt was $48.5$47.1 million compared to $49.9 million at December 31, 2025. Our property owner subsidiaries do not have mortgage maturities with balloon payments due until 2031. With respect to mortgages encumbering properties where the expected lease rental revenues are sufficient to provide an estimated property value in excess of the mortgage balance, we believe our property owner subsidiaries have sufficient sources of liquidity to meet these obligations through future cash flows from operations, the credit markets and, if determined appropriate by us, a capital contribution from us from either cash on hand ($130.1$18.0 million at MarchJune 31,30, 2026), property sale proceeds or borrowing capacity on our revolving credit facility ($600.0$585.0 million at MarchJune 31,30, 2026, subject to covenant compliance).

Reworded

Cash flows from operations were $37.5$86.2 million for the threesix months ended MarchJune 31,30, 2026 as compared to $39.0$83.3 million for the threesix months ended MarchJune 31,30, 2025. The decreaseincrease was primarily related to decreasedincreased rental revenue related to property salesacquisitions, contractual rent increases and vacancies.increased occupancy. The underlying drivers that impact our working capital, and therefore cash flows from operations, are the timing of collection of rents, including reimbursements from tenants, payment of interest on debt and payment of operating and general and administrative costs. We believe the net-lease structure of the leases encumbering a majority of the properties in which we have an interest mitigates the risks of the timing of cash flows from operations since the payment and timing of operating costs related to the properties are generally borne directly by the tenant. The collection and timing of tenant rents are closely monitored by management as part of our cash management program.

Reworded

Net cash (used in) provided by investing activities totaled $(6.9139.9) million and $23.2$47.6 million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Cash used in investing activities in 2026 related primarily to acquisitions of real estate, investments in real estate under construction, capital expenditures, lease costs, investments in non-consolidated entities and changes in real estate deposits, offset by net proceeds from receipt of insurance proceeds. Cash provided by investing activities in 2025 related primarily to proceeds from property sales and receipt of insurance proceeds, offset by acquisitions of real estate, investments in real estate under construction, capital expenditures, lease costs, investments in non-consolidated entities and changes in real estate deposits, net.

Reworded

Net cash used in financing activities totaled $71.0$98.7 million and $93.1$161.7 million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Cash used in financing activities in 2026 was primarily related to the dividends, repurchase of common shares, debt service payments, deferred financing costs related to borrowings and repayments on the line of credit, amending the credit facility and Term Loan, distributions to noncontrolling interests, offset by contributions from noncontrolling interests. Cash used in financing activities in 2025 was primarily related to the partial repayment of the Term Loan, partial repurchases of the Trust Preferred Securities, dividends, and debt service payments, offset by contributions from noncontrolling interests.

Reworded

We may sell up to $350.0 million of common shares over the term of the program. We did not sell shares under the ATM program during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Reworded

Share Repurchase Program. During the threesix months ended MarchJune 31,30, 2026, we repurchased and retired 0.3 million common shares at an average price of $48.70 per common share under an existing share repurchase program. We did not repurchase any common shares during the threesix months ended MarchJune 31,30, 2025. As of MarchJune 31,30, 2026, 1.0 million common shares remained available for repurchase under this authorization.

Added

Series C Preferred Conversion. During the six months ended June 30, 2026, a holder of 25 Series C Preferred shares converted their shares into 12.175 common shares, with the fractional shares being paid in cash. The difference between the amount paid for the Series C Preferred shares and the historical cost was $0.001 and is treated as an increase to shareholders equity and as a reduction in preferred dividends paid for calculating earnings per share. We did not receive any cash proceeds as a result of such conversion and the Series C Preferred shares that were converted have been retired and cancelled.

Reworded

Dividends. Dividends paid to our common and preferred shareholders were $43.0$85.4 million and 41.0$82.1 million in the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Reworded

We declared a quarterly dividend of $0.70 per common share for the three months ended MarchJune 31,30, 2026, which is an increase of $0.025 per common share from the $0.675 per common share quarterly dividend declared during the three months ended MarchJune 31,30, 2025.

Added

As noted above, pursuant to the terms of the Merger Agreement, the Company has agreed to suspend payment of its regular common share quarterly dividend, effective immediately, subject to certain exceptions set forth in the Merger Agreement. The Merger Agreement permits the Company to make regular quarterly dividends on the Series C Preferred shares.

Reworded

Financings. The following presents our outstanding unsecured debt obligations as of MarchJune 31,30, 2026:

Reworded

(1) Amended and restated the TermRevolving LoanCredit Facility with an interest rate range from SOFR plus 0.80%0.725% to 1.60%.1.40%. Based on our current rating and leverage ratio, the credit spread is 0.85%.0.775%. Maturity can be extended to January 2031, subject to certain conditions. The SOFR portion of the interest rate was swapped for a fixed interest rate of 4.06% per annum until January 31, 2027.

Added

(2) Amended and restated the Term Loan with an interest rate range from SOFR plus 0.80% to 1.60%. Based on our current rating and leverage ratio, the credit spread is 0.85%. Maturity can be extended to January 2031, subject to certain conditions. The SOFR portion of the interest rate was swapped for a fixed interest rate of 4.06% per annum until January 31, 2027.

Reworded

(23) Interest rate spread contains a 0.26% SOFR adjustment plus a spread of 1.70% through maturity. $82.5 million is swapped at an average interest rate of 5.20% from October 30, 2024 to October 30, 2027. As of MarchJune 31,30, 2026, the weighted average interest rate of the Trust Preferred Securities was 5.28%,5.281%, which includes the effect of the interest rate swaps.

Reworded

We have an unsecured credit agreement with KeyBank National Association, as agent, for a revolving credit facility of up to $600.0 million subject to covenant compliance. In January 2026, we amended and restated our credit agreement and extended the maturity from July 2026 to January 2030. The maturity can be extended to January 2031, subject to certain conditions. The interest rate ranges from SOFR plus 0.725%,0.725% to 1.40% based on the consolidated leverage ratio and investment grade ratings. Based on our current consolidated leverage ratio and investment grade ratings, for SOFR borrowing the applicable margin for the credit facility equals 0.775%. The revolving credit facility is also subject to a facility fee equal to 0.125% to 0.300%, depending on our credit rating and consolidated leverage ratio, of the total commitments under the revolving credit facility. The facility fee is currently 0.15%. We had $15.0 million in borrowings outstanding and $585.0 million available as of June 30, 2026. We had no borrowings under the $600.0 million revolving credit facility as of March 31, 2026 and December 31, 2025.

Reworded

As of MarchJune 31,30, 2026, we were compliant with all applicable financial covenants contained in our corporate-level debt agreements.

Reworded

As of MarchJune 31,30, 2026, the aggregate amount of our consolidated development and redevelopment projects included in investment in real estate under construction is $68.8$102.4 million. We expect to incur approximately $110.1$164.3 million of costs, excluding noncontrolling interests' share andshare, potential developer fees or partner buyouts, redevelopment projects and infrastructure work for our consolidated and non-consolidated land parcels held for development. However, the risks associated with development, including supply chain issues, which may be exacerbated as a result of military conflicts and international trade conflicts associated with tariffs, could adversely impact our estimates. As of MarchJune 31,30, 2026, we had three consolidated and two non-consolidated subsidiaries that owned land parcels held for industrial development. We are unable to estimate (1) the timing of any required fundings for leasing costs until leases are executed and (2) the timing or amount of any additional costs related to the development of our land parcels until we commit to such additional costs.

Reworded

Three months ended MarchJune 31,30, 2026 compared with three months ended MarchJune 31,30, 2025. The decrease in net income (loss) attributable to common shareholders of $19.2$29.1 million was primarily due to the items discussed below.

Reworded

The decreaseincrease in rental revenue of $2.9$0.4 million was primarily due to an aggregate decrease in rental revenue of $3.5 million primarily due to property sales and vacancies, partially offset by an increase of $0.6$3.2 million due to acquisitions, properties placed in service and leasing.leasing, partially offset by an aggregate increase in rental revenue of $2.8 million primarily due to property sales and vacancies.

Removed

The increase in non-operating income of $1.0 million was primarily due to an increase in interest income earned from excess cash invested and a net settlement of receivables related to the sales-type lease sold in 2024.

Reworded

The decrease in interest and amortization expense of $3.1$3.2 million was primarily due to a $2.4 million decrease in interest and amortization expense related to the Senior Notes due 2028 that were partially repaid in 2025, a decrease in interest expense of $0.5$0.4 million related to the Trust Preferred Securities that were partially repaid in 2025, a $0.1 million decrease in interest expense related to mortgage amortization and an increase in capitalized interest of $0.1$0.3 million due to commencement of a speculativeincreased development project.activity.

Added

The decrease in gain (loss) on debt satisfaction of $1.1 million was primarily due to the partial repurchase of the Trust Preferred Securities at a 5% discount to par value of $1.4 million and offset by a write off of deferred financing costs of $0.3 million recognized during the three months ended June 30, 2025. No gain or loss on debt satisfaction was recognized during the three months ended June 30, 2026.

Reworded

The decrease in gain on sale or disposal of, and recovery on, real estate, net of $22.3$31.4 million was primarily due to no property dispositions during the three months ended MarchJune 31,30, 2026 compared to $24.6$31.4 million gain on sale offrom one property disposedsold during the three months ended MarchJune 31,30, 2025, offset by $2.3 million of insurance recovery on real estate recognized during the three months ended March 31, 2026.2025.

Removed

The increase in equity in losses of non-consolidated entities of $1.5 million was primarily due to recognizing our $1.3 million share of impairment charges and an increase of $0.2 million of operating losses. There were no impairment charges recognized on our non-consolidated entities during the three months ended March 31, 2025.

Reworded

The decrease in net (income) loss attributable to noncontrolling interests of $0.8$0.7 million is due to a decrease in the recognition of the noncontrolling interests' share of operating loss offrom real estate fromfor two vacant development properties disposedsold in 2025.

Added

Six months ended June 30, 2026 compared with six months ended June 30, 2025. The decrease in net income (loss) attributable to common shareholders of $48.3 million was primarily due to the items discussed below.

Added

The decrease in rental revenue of $2.5 million was primarily due to an aggregate decrease in rental revenue of $5.2 million primarily due to property sales and vacancies, partially offset by an increase of $2.7 million due to acquisitions, properties placed in service and leasing.

Added

The decrease in depreciation and amortization expense of $4.8 million was primarily due to property sales.

Added

The increase in non-operating income of $0.7 million was primarily due to an increase in interest income earned from excess cash invested and a net settlement of receivables related to the sales-type lease sold in 2024.

Added

The decrease in interest and amortization expense of $6.3 million was primarily due to a $4.8 million decrease in interest and amortization expense related to the Senior Notes due 2028 that were partially repaid in 2025, a decrease in interest expense of $0.9 million related to the Trust Preferred Securities that were partially repaid in 2025, a $0.2 million decrease in interest expense related to mortgage amortization and an increase in capitalized interest of $0.4 million due to increased development activity.

Added

The decrease in loss on debt satisfaction of $1.1 million was primarily due to the partial repurchase of the Trust Preferred Securities at a 5% discount to par value of $1.4 million and offset by a write off of deferred financing costs of $0.3 million recognized during the six months ended June 30, 2026.

Added

The decrease in gain on sale or disposal of, and recovery on, real estate, net of $53.7 million was primarily due to no property dispositions during the six months ended June 30, 2026 compared to $56.0 million gain on sale from two properties sold during the six months ended June 30, 2025, offset by $2.3 million of insurance recovery on real estate recognized during the six months ended June 30, 2026.

Added

The increase in equity in losses of non-consolidated entities of $1.7 million was primarily due to recognizing our $1.3 million share of impairment charges recorded at NNN JV and an increase of $0.4 million of operating losses during the six months ended June 30, 2026. There were no impairment charges recognized on our non-consolidated entities during the six months ended June 30, 2025.

Added

The decrease in net (income) loss attributable to noncontrolling interests of $1.4 million is due to a decrease in the recognition of the noncontrolling interests' share of operating loss of real estate from two vacant development properties sold in 2025.

Showing the first 60 of 65 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

LXP insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. 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 dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-10-07Johnson Derrick L
Director
Grant/award 542$59.86 $32.4K13,032 SEC
2026-10-07Handwerker Jamie
Director
Grant/award 542$59.86 $32.4K26,554 SEC
2026-10-07Gupta Arun
Director
Grant/award 542$59.86 $32.4K19,847 SEC
2026-10-07Gray Lawrence L
Director
Grant/award 542$59.86 $32.4K542 SEC
2026-10-07Koeneman Claire A
Director
Grant/award 542$59.86 $32.4K27,735 SEC
2026-10-07Noe Nancy Elizabeth
Director
Grant/award 542$59.86 $32.4K542 SEC
2026-10-07Roth Howard Stewart
Director
Grant/award 542$59.86 $32.4K23,523 SEC
2026-07-01Gray Lawrence L
Director
Grant/award 631$51.46 $32.5K631 SEC
2026-07-01Gupta Arun
Director
Grant/award 631$51.46 $32.5K19,305 SEC
2026-07-01Handwerker Jamie
Director
Grant/award 631$51.46 $32.5K26,012 SEC
2026-07-01Johnson Derrick L
Director
Grant/award 631$51.46 $32.5K12,342 SEC
2026-07-01Koeneman Claire A
Director
Grant/award 631$51.46 $32.5K27,193 SEC
2026-07-01Roth Howard Stewart
Director
Grant/award 631$51.46 $32.5K22,981 SEC
2026-07-01Noe Nancy Elizabeth
Director
Grant/award 631$51.46 $32.5K631 SEC

Well-known investors holding LXP (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Renaissance Technologies COM2026-06-30242,976$13.1M0.02%Added 51%
Citadel Advisors (Ken Griffin) COM2026-06-30215,852$11.6M0.01%Reduced 77%
AQR Capital Management (Cliff Asness) COM2026-06-30146,598$7.9M0.0%Added 5%
Millennium Management (Israel Englander) COM2026-06-3076,731$4.1M0.0%No change

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when LXP files, watchlists and downloadable comparisons.