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

Our operations and financial results are subject to various risks and uncertainties, including those described below. You should consider and read carefully all of the risks and uncertainties described below, together with all the other information contained in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes as well as other information filed with the SEC from time to time. The risks described below are those which we believe are the material risks we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations. In such case, the tradingmarket price of our common stock could decline.

Changes in global or national market and economic conditions, such as global economic and financial market volatility and global geopolitical conflict, have caused, and may continue to cause, among other things, tightening in the credit markets, lower levels of liquidity, fluctuating interest rates and inflation, increases in the rate of default and bankruptcy, and lower consumer and business spending, which could materially and adversely affect us. For example, the current and continuingrecent macro-economic conditions of fluctuating inflationinterest and fluctuating interestinflation rates have increased the costs associated with acquiring new properties and decreased the availability of financing on terms that we find attractive, which has reduced our ability to acquire properties at our historical rate with attractive terms. More recently, there have been significant changes to U.S. trade policies, treaties and tariffs, and ongoing discussion and commentary continue regarding potential further significant changes. This has created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Other potential consequences of changes in economic and financial conditions includeinclude, among others: changes in the performance of our tenants, which may result in lower rent and lower recoverable expenses than the tenant can afford to pay, and tenant defaults under thetheir leaseleases; current or potential tenants may delay or postpone entering into long-term leases with us; continuing increased costs of acquiring new properties on attractive terms; inability to borrow on terms and conditions that we find to be acceptable, which could continue to reduce our ability to pursue acquisition opportunities or increase future interest expense; and the recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of buyer financing. We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs and commitments associated with our operations.operations, which we may be unable to renegotiate or offset. Accordingly, a decline in economic conditions could materially and adversely affect us.

Our core business is the ownership of single-tenant, commercial retail commercial real estateproperties subject to long-term net leases.leases across the United States. Accordingly, our performance is subject to risks incident to the ownership of commercial real estate, which includeinclude, among others, the inability to collect rents from tenants due to financial hardship, including bankruptcy; changes in local real estate conditions in the markets in which we operate, including the availability and demand for single-tenant, commercial retail commercial real estateproperties space; changes in consumer trends and preferences that affect the demand for products and services offered by our tenants; inability to lease or sell properties upon expiration or termination of existing leases; environmental risks, including the presence of hazardous or toxic substances or materials on our properties; the subjectivity of real estate valuations and changes in these valuations over time; the illiquid nature of real estate compared to most other financial assets; changes in laws and governmental regulations, including those governing real estate usage and zoning; changes in interest rates and the availability of financing on attractive terms or at all; and changes in the general economic and business climate. The occurrence of any of these may cause the value of our real estate to decline, which could materially and adversely affect us.

Our ability to expand our portfolio through property acquisitions requires us to identify and complete acquisitions or investment opportunities on attractive terms that are compatible with our growth strategy and to successfully integrate newly acquired properties into our portfolio. The current and continuedrecent macro-economic conditions of fluctuating inflationinterest and fluctuating interestinflation rates have increased the costs associated with acquiring new properties and decreased the availability of financing on terms that we find acceptable, which has reduced our ability to acquire properties at our historical rate with attractive terms. As a result, we may not be able to successfully implement our investment and acquisition strategies. We cannot assure you that our portfolio of properties will expand at all, or if it will expand at any specified rate or to any specified size. Because we may invest in markets other than the ones in which our current properties are located or properties which may be leased to tenants other than those to which we have historically leased properties, we may also be subject to the risks associated with investment in new markets or with new tenants that may be relatively unfamiliar to our management team.

Each of our properties is leased by a single tenant. Therefore, we believe that the success of our investments is materially dependent on the financial stability of our tenants. The success of any one of our tenants is dependent on itsthe tenant’s individual business and its industry, which could be adversely affected by poor management, global market and economic conditions in general, changes in consumer trends and preferences that decrease demand for a tenant’s products or services, or other factors over which neither they nor we have control. Our portfolio includes properties leased to single tenants that operate in multiple locations, which means that, as of December 31, 2024,2025, we owned numerous properties leased by the same entity (or related group of entities), including Dollar General, CVS, Walgreens, Dollar Tree / Family Dollar, Food Lion / Stop & Shop, Hobby Lobby, 7-Eleven, Advance Auto Parts, and Sam’sTractor / Walmart.Supply. To the extent we own numerous properties leased and/or operated by one entity (or related group of entities), the general failure of that single entity (or related group of entities) or a loss or significant decline in its business could materially and adversely affect us.

At any given time, any tenant may experience a downturn in its business that may weaken its operating results or the overall financial condition of individual properties or its business as a whole. As a result, a tenant may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon expiration, become insolvent, or declare bankruptcy. For example, in 2024, Big Lots filed for bankruptcy protection and Walgreens announced that it would close about 1,200 underperforming stores in the United States over three years. We depend on our tenants to operate the properties we own in a manner that generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage, and pay real estate taxes. The ability of our tenants to fulfill their obligations under our leases may depend, in part, upon the overall profitability of their operations. Cash flow generated by certain tenant businesses may not be sufficient for a tenant to meet its obligations to us. We could be materially and adversely affected if a number of our tenantstenants, or a single tenant that leases multiple properties from us, were unable to meet their obligations to us.

Our strategy focuses primarily on investing in single-tenant, commercial retail commercial real estateproperties subject to long-term net leases across the United States. The financial failure of, or default in payment by, a single tenant under its lease is likely to cause a significant or complete reduction in our rental revenue from that property and a reduction in the value of the property. We may also experience difficulty or a significant delay in re-leasing or selling such property. This risk will be magnified if we decide to lease multiple properties to a single tenant under a master lease. A tenant failure or default under a master lease could reduce or eliminate rental revenue from multiple properties and reduce the value of such properties. In addition, we would be responsible for all of the operating costs of a property following a vacancy at a single-tenant building. Because our properties have generally been built to suit a particular tenant’s specific needs, we may also incur significant time and costs to makeprepare the leased premises ready for another tenant.

We primarily invest in properties leased to tenants in industries where we believe a physical location is critical to the generation of sales and profits with a focus on necessity goods and essential services in the retail sector such as home improvement, auto parts, general retail, grocers, convenience stores, discount storesstores, home improvement, quick-service restaurants, general retail, and quick-serviceauto restaurants.parts. We believe these characteristics make our tenants’ businesses e-commerce resistant and resilient through all economic cycles. While we believe this to be the case, businesses previously thought to be internet resistant, such as the retail grocery and drug store and pharmacy industries, have proven to be susceptible to competition from e-commerce. Technology and business conditions, particularly in the retail industry, are rapidly changing, and our tenants may be adversely affected by technological innovation, changing consumer preferences, and competition from non-traditional sources. To the extent our tenants face increased competition from non-traditional competitors, such as internet vendors, some of which may have different business models and larger profit margins, their businesses could suffer. There can be no assurance that our tenants will be successful in the face of any new competition, and a deterioration in our tenants’ businesses could impair their ability to meet their lease obligations to us and materially and adversely affect us.

As of December 31, 2024,2025, 44.2%55.7% of our properties arewere leased to unrated or sub-investment gradesub-investment-grade tenants that we determine, through our disciplined underwriting and risk management strategy, to be creditworthy. This strategy includes reviewing corporate level financial information, assessing business risks, and reviewing investment ratings or establishing a “shadow rating” using our proprietary credit modeling process for unrated tenants. A shadow rating does not constitute a published credit rating and lacks the extensive company participation that is typically involved when a rating agency publishes a rating; accordingly, a shadow rating may not be as indicative of creditworthiness as a rating published by Moody’s Investor Services, S&P Global Ratings, or another nationally recognized statistical rating organization. Our calculations of shadow ratings and rent coverage ratios are based on financial information provided to us by our tenants and prospective tenants without independent verification on our part, and we must assume the appropriateness of estimates and judgments that were made by the party preparing the financial information. If our measurement of credit quality proves to be inaccurate, we may be subject to tenant defaults, and investors may view our cash flows as less stable.

In addition, most investment gradeinvestment-grade tenants are not required to provide unit-level reporting information pursuant to their leases. In these cases, we utilize technology tools that track cell phone use in stores to assess the performance of a particular store. If the data provided by these tools is not accurate, we may be subject to tenant defaults, and investors may view our cash flows as less stable.

As of December 31, 2024,2025, our portfolio included substantial holdings in Texas (12.3%17.3%), Illinois (10.1%8.3%), New York (7.4%6.9%), Georgia (6.2%5.0%), Wisconsin (5.7%4.9%), and North Carolina (5.0%4.0%) based on ABR as of December 31, 2024.2025. In addition, a significant portion of our portfolio holdings (based on ABR as of December 31, 20242025) were located in the South (46.4%49.5%) and Midwest (30.0%28.0%) regions of the United States (as defined by the U.S. Census Bureau). Future acquisitions could further increase this concentration. This geographic concentration could adversely affect our operating performance if conditions become less favorable in any of the regions, states, or markets within such states in which we have a concentration of properties. An economic downturndownturn, changes in state-specific tax or labor laws or other regulatory changes, or other adverse events or conditions, such as natural disasters in any of these areas, or any other area where we may have significant concentration in the future, could materially and adversely affect us.

The top five tenants in our portfolio — CVS, Dollar General, CVS,Food DollarLion Tree,/ Stop & Shop, Home Depot, and WalgreensHobby Lobby — contributed 9.0%,4.8%, 6.2%,4.7%, 5.2%,4.3%, 5.0%,3.8%, and 4.3%,3.6%, respectively, of our ABR as of December 31, 2024.2025. As a result, our financial performance depends significantly on the revenues generated from these tenants and, in turn, their financial condition. In the future, we may experience additional tenant and industry concentrations. In the event that one of these tenants, or another tenant that occupies a significant portion of our properties or whose lease payments represent a significant portion of our rental revenue, were to experience financial weakness or file for bankruptcy, it could have a material adverse effect on us.

Our results of operations depend on our ability to continue to strategically lease our properties, including renewing expiring leases, leasing vacant space, and re-leasing space in properties where leases are expiring,expiring with the objective of optimizing our tenant mix,mix and/or leasing properties on more economically favorable terms. Current tenants may decline, or may not have the financial resources available, to renew current leases, and we cannot assure you that leases that are renewed will have terms that are as economically favorable to us as the expiring lease terms. If tenants do not renew the leases as they expire, we will have to find new tenants to lease our properties, and there is no guarantee that we will be able to find new tenants, that our properties will be re-leased at rental rates equal to or above the current average rental rates, or that substantial rent abatements, tenant improvement allowances, early termination rights, or below-market renewal options or other tenant inducements will not be offerednecessary to attract new tenants. In addition, the loss of a tenant, either through lease expiration or tenant bankruptcy or insolvency, may require us to spend significant amounts of capital and time to renovate the property before it is suitable for a new tenant and cause us to incur significant costs. Many of the leases we enter into or acquire are for properties that are specially suitedbuilt to suit the particular business of our tenants. Because these properties have been designed or physically modified for a particular tenant, if the current lease is terminated or not renewed, we may be subject to an uncertain period of downtime without rental income, be required to renovate the property at substantialsignificant costs, decrease the rent we charge, or provide other concessions in order to lease the property to another tenant. In addition, in the event we are required or desire to sell the property, we may have difficulty selling it to a party other than the tenant due to the special purpose for which the property may have been designed or modified. If we are unable to renew leases, lease vacant space, or re-lease space as leases expire, it could have a material adverse effect on us.

Of the ABR of our portfolio as of December 31, 2024,2025, 8.8%15.8% iswas operatedgenerated byfrom tenants under franchise or license agreements. Generally, franchise agreements have terms that end earlier than the respective expiration dates of the related leases. In addition, a tenants’tenant’s rights as a franchisee or licensee typically may be terminated, and the tenant may be precluded from competing with the franchiser or licensor upon termination. Usually,Typically, we have no notice or cure rights with respect to such a termination and have no rights to assignment of any such franchise agreement. This may have an adverse effect on our ability to mitigate losses arising from a default on any of our leases. A franchiser’s or licensor’s termination or refusal to renew a franchise or license agreement would likely have a material adverse effect on the ability of the tenant to make payments under its lease, which could materially and adversely affect us.

The bankruptcy or insolvency of any of our tenants could result in the termination of such tenants’tenant’s lease and material losses to us.

The occurrence of a tenant bankruptcy or insolvency could diminish the income we receive from that tenant’s lease or leases or force us to “take back” a property as a result of a default or a rejection of a lease by a tenant in bankruptcy. If a tenant becomes bankrupt or insolvent, federal or state law may prohibit us from evicting such tenant based solely upon such bankruptcy or insolvency. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease or leases with us. Any claims against such a tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease(s). In addition, any claim we have for unpaid past rent, if any,rent may not be paid in full. We may also be unable to re-lease a terminated or rejected space on comparable terms, or at all. As a result, tenant bankruptcies may materially and adversely affect us.

Our real estate investments are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial, or investment conditions is limited. We may be unable to realize our investment objectiveobjectives by a sale, other disposition, or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or lack of an established market for a property, changes in the financial condition, or prospects of prospectivepotential purchasers, changes in macroeconomic conditions, and changes in laws, regulations, or fiscal policies of the jurisdiction in which the property is located.

In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to alter our portfolio in response to economic or other conditions promptly or on favorable terms, if at all, which may materially and adversely affect us.

We face significant competition for tenants, which may decrease or prevent increases of thein occupancy and rental rates of our properties, and competition for acquisitions may reduce the number of acquisitions we are able to complete and increase the costs of these acquisitions.

We compete with numerous developers, owners, and operators of properties, many of which own properties similar to ours in the same markets in which our properties are located, and some of which may have greater financial resources than we do. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge, we may lose existing or potential tenants, and we may be pressured to reduce our rental rates or to offer more substantial rent abatements, tenant improvements, early termination rights, or below-market renewal options in order to retain tenants or attract new tenants when our leases expire. This competition also may increase the demand for the types of properties in which we typically invest and, therefore, reduce the number of suitable investment opportunities available to us, and increase the prices paid for such acquisitionacquired properties. Accordingly, competition for the acquisition of real property and tenants could materially and adversely affect us.

We rely on information systems across our operations and corporate functions, including finance and accounting, and depend on such systems to ensure payment of obligations, collection of cash, data warehousing to support analytics, and other various processes and procedures. Our ability to manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, failures or delays in upgrading or transitioning to new platforms, or a breach in security of these systems or data (such as in the event of cyber-attacks, malicious internet-based activity, online and offline fraud, and administrative or technical failures and other similar activities that threaten the confidentiality, integrity, and availability of our information technology systems, including those of the third parties with whom we work, or data) has in the past, and may again in the future, result in the theft of intellectual property, personal information or personal property, damage to our reputation and third-party claims, as well as reduced efficiency in our operations and in the accuracy of our internal and external financial reporting. For example, during the second quarter of 2024, thewe Company waswere the victim of a criminal scheme involving a business email compromise of an employee that led to two fraudulent transfers to a third party impersonating one of our development partners. A failure or weakness in our information systems (or those of the third parties with whom we work) has in the past and could again in the future materially and adversely affect us, and the remediation of any such problems could result in significant unplanned expenditures.expenditures, including, but not limited to costs associated with investigating, remediating, and responding to any such event, including civil penalties, fines, and litigation defense costs, as further discussed below.

We and the third parties with whom we work are subject to a variety of evolving threats, including, but not limited to, social-engineering attacks (including through deep fakes, which are increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks (such as credential stuffing), credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, and other similar threats. In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive data and income, reputational harm, civil litigation and regulatory investigations, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

It may be difficult or costly to detect, investigate, mitigate, contain, and remediate a security incident. Our efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business. Threat actors have in the past and may in the future gain access to other networks and systems after a compromise of our networks and systems. While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as in our hardware and software, including that of third parties with whom we work). We have not and may not in the future, however, detect and remediate all such vulnerabilities, including on a timely basis. Further, we have (and may in the future) experienced delays in developing and deploying remedial measures and patches designed to address any such identified vulnerabilities. VulnerabilitiesAs a result, vulnerabilities could be exploited and result in a security incident.

Applicable data privacy and security obligations may require us, or we may voluntarily choose, to notify relevant stakeholders (including affected individuals, customers, regulators, and investors) of security incidents, or to take other actions. Such disclosures and actions arecan be costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences. If we (or a third party with whom we work) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences. These consequences may include: regulatory inquiries or government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on the processing sensitiveof data (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); financial loss; and other similar harms. Security incidents and attendant consequences may prevent or cause customers to stop using our services, deter new customers from using our services, and negatively impact our ability to grow and operate our business. In addition, although we maintain insurance, including cybersecurity insurance, such insurance may not be sufficient to cover all potential liabilities, losses, costs, and damages related to losses resulting from a security incident and could exceed coverage limits, result in increased premiums or exclusions, and may not fully compensate us for all losses, including those set forth above.

Laws, regulations, and other obligations (including applicable guidance, industry standards, external and internal privacy and security policies and contractual requirements) relating to the collection, use, processing and protection of personal data are constantly evolving, as federal, state, local, and foreign governments continue to adopt new or enhanced measures addressing data privacy, data security, and processing personal data. Existing privacy and data protection laws and regulations in the United States (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”)), Europethe European Union (including the E.U.’s General Data Protection Regulation) and other jurisdictions impose stringent obligations on suchbusinesses activities.that process, collect, or use personal data. For example, the CCPA, which applies to businesscertain representative and other typescategories of personal data of California residents, provides for fines per intentional violation and allows private litigants affected by certain data breaches to recover significant statutory damages. Such laws and regulations may be interpreted or applied in a manner that is inconsistent with each other and may complicate our existing data management practices. Evolving compliance and operational requirements under the privacy and data protection laws of the jurisdictions in which we operate, regulations, and other obligations have become increasingly burdensome and complex.complex and could require changes to our data management practices, increase costs, and divert management attention and resources. Privacy-related claims or lawsuits initiated by governmental bodies, customers, or other third parties, irrespective of the merits, could be time consuming, result in costly enforcement actions (including regulatory proceedings, investigations, fines, penalties, audits, and inspections), litigation (including class action claims), or mass arbitration demands, penalties and fines, require us to change our business practices, or cause business interruptions, and may lead to administrative, civil, or criminal liability.

Our tenants generally are required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net or double-net leases. These leases generally require our tenants to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenanttenants with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism, acts of war, or pandemics or endemics, may be uninsurable or not economically insurable. In addition, changes in building codes and ordinances, environmental considerations, and other factors, including terrorism or acts of war, may make any insurance proceeds we receive insufficient to repair or replace a property if it is damaged or destroyed. In the event there is damage to our properties that is not adequately covered by insurance, we may be materially and adversely affected.

We may experience a decline in the fair value of our assets, which may have a material impact on our financial condition, liquidity, and results of operations and adversely impact the market valueprice of our common stock.

A decline in the fair market value of our assets may require us to recognize an other-than-temporary impairment against such assets under GenerallyU.S. Acceptedgenerally Accountingaccepted Principlesaccounting principles (“GAAP”) if we were to determine that we do not have the ability and intent to hold any assets in unrealized loss positions to maturity or for a period of time sufficient to allow for recovery to the amortized cost of such assets. In such event, we would recognize unrealized losses through earnings and write down the amortized cost of such assets to a new cost basis based on the fair value of such assets on the date they are considered to be other-than-temporarily impaired. Such impairment charges reflect non-cash losses at the time of recognition; subsequent disposition or sale of such assets could further affect our future losses or gains, as they are based on the difference between the sale price received and adjusted amortized cost of such assets at the time of sale, which may adversely affect our financial condition, liquidity, and results of operations.

The form, timing, and/or amount of dividend distributions will be authorized at the discretion of our board of directors and will depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements applicable to REITs under the Code, Maryland law, and other factors as our board of directors may consider relevant. Our board of directors may change our dividend policy at any time, and there can be no assurance as to the manner in which future dividends will be paid or that the current dividend level will be maintained in future periods. We may not be able to pay dividends in the future or may need to fund such payments from external sources, including debt or equity financings, as to which no assurances can be given. Our failure to meet the market’s expectations with regard to future cash dividends could materially and adversely affect the market price of our common stock.

As of December 31, 2024,2025, we had atotal debt of $1.1 billion outstanding, including $200.0 million outstanding under the 2028 Term Loan, a $175.0$250.0 million 2027outstanding Termunder Loan, a $250.0 millionthe 2029 Term Loan, and $239.0$175.0 million of borrowings outstanding under our $400.0 million Revolver. On January 15, 2025, we amended our PNC Credit Agreement to provide for: a new $175.0 millionthe 2030 Term Loan BA, and an upsized $500.0$175.0 million Revolver.outstanding Theunder the 2030 Term Loan BB, $200.0 million outstanding under the 2031 Term Loan, and the$100.0 upsizedmillion Revolveroutstanding initially mature in January 2029 and include, atunder the Company’s election, a one-year option to extend the maturity to January 2030. The 20302032 Term Loan B was fully funded on the closing date, and the Company has hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 5.12% through January 2030. The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the existing $175.0 million 2030 Term Loan A from January 2027 to January 2029 with an option, at the Company’s election, to extend the maturity to January 2030.Loan. Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: our cash flow may be insufficient to meet our required principal and interest payments; cash interest expense and financial covenants relating to our indebtedness may limit or eliminate our ability to make distributions to our common stockholders; we may be unable to borrow additional funds as needed or on favorable terms, or at all, which could, among other things, adversely affect our ability to capitalize upon investment opportunities or meet operational needs; we may be unable to refinance our indebtedness at maturity, or the refinancing terms may be less favorable than the terms of our original indebtedness; counterparties may fail to honor their obligations under any hedge agreements we enter into, such agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of any hedge agreements we enter into, we would be exposed to then-existing market rates of interest and future interest rate volatility; we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject; we may be restricted from accessing some of our excess cash flow after debt service if certain of our tenants fail to meet certain financial performance metric thresholds; we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and our default under any loan with cross default provisions could result in a default on other indebtedness. In the future, we may enter into secured lending arrangements whereby lenders or mortgagees may foreclose on our properties or our interests in entities that own our properties that secure their loans and receive an assignment of rents and leases if we were to default under such arrangements. The occurrence of any of these events could materially and adversely affect us. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.

We currently hedge a portion of our interest rate volatility through interest rate swaps. These arrangements involve risks and may not be effective in reducing our exposure to interest rate changes. In addition, the counterparties to any hedging arrangements we enter into in the future may not honor their obligations. Failure to hedge effectively against changes in interest rates relating to the interest expense of our existing and future floating-rate borrowings may materially and adversely affect us.

Our debt financing agreements containcontain, orand future debt financing agreements may containcontain, restrictions and covenants whichthat may limit our ability to enter into or obtain funding for certain transactions, operate our business, or make distributions to our common stockholders.

Our current debt agreements contain, and other debt agreements we may enter into in the future contain or may containcontain, financial and other covenants with which we are or will be required to comply, and thatwhich limitslimit or will limit our ability to operate our business. These covenants, as well as any additional covenants to which we may be subject in the future becausein ofconnection with additional borrowings, couldmay cause us to have to forgo investment opportunities, reduce, or eliminate distributions to our common stockholders or obtain financing that is more expensive than financing we could obtain if we were not subject to the covenants. In addition, the agreements governing our borrowings may have cross default provisions, which provide that a default under one of our debt financing agreements would lead to a default on some or all of our other debt financing agreements.

We believe that our organization and current proposed method of operation have enabled us to meet the requirements for qualification and taxation as a REIT commencing with our short taxable year ended December 31, 2019, and we intend to continue to operate in such a manner. However, we cannot assure you that we will qualify and remain qualified as a REIT. Meeting some of these requirements may involve the determination of various factual matters and circumstances not entirely within our control. The REIT qualification requirements are extremely complex, and interpretation of the U.S. federal income tax laws governing qualification as a REIT is limited. Furthermore, future legislative, judicial, or administrative changes to the U.S. federal income tax laws could be applied retroactively, which could result in our disqualification as a REIT. If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because: we would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to U.S. federal income tax at the corporate rate; we could be subject to increased state and local taxes; and, unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT. In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions. As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the valuemarket price of our common stock.

Our operating partnership intends to qualify as a partnership for U.S. federal income tax purposes and intends to take that position for all income tax reporting purposes. We cannot assure you, however, that the Internal Revenue Service (“IRS”) will not challenge the status of our operating partnership or any other subsidiary partnership in which we own an interest as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If classified as a partnership, our operating partnership generally will not be a taxable entity and will not incur any U.S. federal income tax liability. However, our operating partnership would be treated as a corporation for U.S. federal income tax purposes if it was a “publicly traded partnership,” unless at least 90% of its income was qualifying income as defined in the Code. A “publicly traded partnership” is a partnership whose partnership interests are traded on an established securities market or are readily tradable on a secondary market (or the substantial equivalent thereof). Although our operating partnership’s partnership units are not traded on an established securities market, the operating partnership’s units could be viewed as readily tradable on a secondary market (or the substantial equivalent thereof), and our operating partnership may not qualify for one of the “safe harbors” under the applicable taxTreasury regulations.Regulations. Qualifying income for the 90% test generally includes passive income, such as real property rents, dividends, and interest. The income requirements applicable to REITs and the definition of qualifying income for purposes of this 90% test are similar in most respects. Our operating partnership may not meet this qualifying income test. If our operating partnership were to be taxed as a corporation, it would incur substantial tax liabilities, and we would then fail to qualify as a REIT for U.S. federal income tax purposes, unless we qualified for relief under certain statutory savings provisions, and our ability to raise additional capital and pay distributions to our stockholders would be impaired.

Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts, and estates is generally subject to tax at reduced rates. Currently, the maximum tax rate applicable to qualified dividend income payable to U.S. stockholders that are individuals, trusts, and estates is 20%. Dividends payable by REITs, however, generally are not eligible for this reduced rate. Distributions from REITs that are treated as dividends but are not designated as qualified dividends or capital gain dividends are treated as ordinary income. For taxable years beginning before January 1, 2026, distributionsDistributions from REITs that are treated as dividends but are not designated as qualified dividends or capital gain dividends are taxed as ordinary income after deducting 20% of the amount of the dividend in the case of non-corporate stockholders. To qualify for this deduction, the U.S. stockholder receiving such dividends must hold the dividend-paying REIT stock for at least 46 days (taking into account certain special holding period rules) of the 91-day period beginning 45 days before the stock becomes ex-dividend and cannot be under an obligation to make related payments with respect to a position in substantially similar or related property. At the current maximum ordinary income tax rate of 37% applicable for taxable years beginning before January 1, 2026,37%, the maximum tax rate on ordinary REIT dividends for non-corporate stockholders is 29.6%. Although this does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts, and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock. In addition, certain U.S. stockholders may be subject to a 3.8% Medicare tax on dividends payable by REITs. Tax rates could be changed in future legislation.

In order to avoiddefer potentially significant taxable gains upon the sale of properties that no longer meet our investment criteria, we intend to dispose of properties in 1031 Exchanges. The ability to complete a 1031 Exchange depends on many factors, including, among others, identifying and acquiring suitable replacement property within limited time periods, and the ownership structure of the properties being sold and acquired. Therefore, we are not always able to sell an asset as part of a 1031 Exchange. When successful, a 1031 Exchange enables us to defer the taxable gain on the asset sold. It is possible that the qualification of a transaction as a 1031 Exchange could be successfully challenged and determined to be currently taxable. In such case, our taxable income and earnings and profits would increase. This could increase the dividend income to our stockholders by reducing any return of capital they received. In some circumstances, we may be required to pay additional dividends or, in lieu of that, U.S. federal corporate income tax, possibly including interest and penalties. In addition, such recharacterization could result in such property sale, and potentially other property sales, being subject to the 100% penalty tax on net income from prohibited transactions. As a result, we may be required to borrow funds in order to pay additional dividends or taxes, and the payment of such taxes could cause us to have less cash available to distribute to our stockholders. In addition, if a 1031 Exchange were later to be determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent our stockholders. Moreover, it is possible that legislation could be enacted that could modify or repeal the laws with respect to 1031 Exchanges, which could make it more difficult or impossible for us to dispose of properties on a tax deferred basis.

The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Any income from a hedging transaction we enter into to manage the risk of interest rate changes, price changes, or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets, or from certain terminations of such hedging positions, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of both income tests that apply to REITs. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, the benefit of any losses inincurred anyby a TRS in which we own an interest will generally notbe providelimited anyto taxthe benefit,offset exceptof thattaxable income in such TRS (and such losses could theoretically be carried forward against future taxable income in such TRS.TRS).

To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income, and the amounts we distribute to our stockholders. In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities, and qualified REIT real estate assets, including certain mortgage loans and mortgage-backed securities. The remainder of our investment in securities (other than government securities, securities of TRSs, and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs, and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20%25% of the value of our total assets can be represented by securities of one or more TRSs.TRSs (20% for taxable years beginning after December 31, 2017 through December 31, 2025). If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under the statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (i) sell assets in adverse market conditions; (ii) borrow on unfavorable terms; or (iii) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures, or repayment of debt. Accordingly, satisfying the REIT requirements could materially and adversely affect us. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income, or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.

A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT. Overall, no more than 20%25% of the value of a REIT’s assets may consist of securities of one or more TRSs.TRSs (20% for taxable years beginning after December 31, 2017 through December 31, 2025). If the IRS were to determine that the value of our interests in all of our TRSs exceeded this limit at the end of any calendar quarter, then we may fail to qualify as a REIT if relief provisions do not apply. If we determine it to be in our best interest to own a substantial number of our properties through one or more TRSs, then it is possible that the IRS may conclude that the value of our interests in our TRSs exceeds 20%25% of the value of our total assets at the end of any calendar quarter and therefore cause us to fail to qualify as a REIT. Additionally, as a REIT, no more than 25% of our gross income with respect to any year may, in general, be from sources other than certain real estate-related assets. Dividends paid to us from a TRS are typically considered to be non-real estate income. Therefore, we may fail to qualify as a REIT if dividends from all of our TRSs, when aggregated with all other non-real estate income with respect to any one year, are more than 25% of our gross income with respect to such year.

There can be no assurance that future changes to the U.S. federal income tax laws or regulatory changes will not be proposed or enacted that could impact our business and financial results. If enacted, certain of such changes could have an adverse impact on our business and financial results.

The properties we own or have owned in the past may subject us to known and unknown environmental liabilities. We typically obtain Phase I environmental site assessments on all properties we finance or acquire. However, the Phase I environmental site assessments are limited in scope and therefore may not reveal all adverse environmental conditions affecting a property. Under various federal, state, and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from environmental matters, including the presence or discharge of hazardous or toxic substances, waste, or petroleum products at, on, in, under, or migrating from such property, including costs to investigate or clean up such contamination and liability for personal injury, property damage, or harm to natural resources. If environmental contamination exists on our properties, we could be subject to strict, joint and/or several liability for the contamination by virtue of our ownership interest; we may face liability regardless of our knowledge of the contamination, the timing of the contamination, the cause of the contamination, or the party responsible for the contamination of the property.

As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages to the maximum extent permitted by Maryland law. Therefore, our directors and officers will be subject to monetary liability resulting only from: actual receipt of an improper benefit or profit in money, property, or services; or active and deliberate dishonesty by the director or officer that is established by a final judgment and is being material to the cause of action adjudicated.

We are an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant,single-tenant commercial retail commercial real estateproperties, subject to long-term net leases with high credit qualityhigh-credit-quality tenants across the United States. We also invest in property developments and mortgage loans secured by real estate. As of December 31, 2024,2025, we owned or had investments in 687761 properties that were diversified by tenant, industry, and geography, includingcomprising 98129 different tenants,tenants across 2628 retail sectors in 45 states. This excludesincludes fivethree property developments where rent has not yet commenced. We focus on tenants in industries where we believe a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including home improvement, auto parts, drug stores and pharmacies, general retail, grocers, convenience stores, discount stores, andhome improvement, quick-service restaurants, general retail, and auto parts, all of which we refer to as defensive retail industries. As of December 31, 2024,2025, our investments generated ABR1 of $165.1$198.3 million. Approximately 56%44% of our ABR is from investment grade2 credit rated tenants and an additional 15%14% of our ABR is derived from tenants with an investment grade profile3. Our portfolio was 99.9% occupied and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 9.810.1 years, which we believe provides a strong, stable source of recurring cash flow.years.

DuringOn 2024,December 30, 2025, we enteredphysically intosettled forward sale agreements with respect to an aggregate 152,5478,155,053 shares of common stock under the 2024 ATM Program at a weighted averageweighted-average price of $17.13$16.81 per share.share in accordance with the forward sale agreements. We mayreceived net proceeds from the settlement of $137.0 million, net of underwriting discounts and offering costs of $7.6 million. As of December 31, 2025, 4,264,947 shares remain unsettled under the July 2025 forward sale agreements. We expect to physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares onupon one or more forward settlement dates, which shall occur no later than DecemberJuly 31,28, 2025.2026.

1 Annualized base rent (“ABR”) is annualized base rent as of December 31, 2024, for all leases that commenced,commenced and annualized cash interest onfor all executed mortgage loans receivable in place as of thatDecember date.31, 2025.

3 We define “investment grade profile” tenants as tenants with investment grade credit metrics of (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Moody’sMoody’s, or NAIC.

In January 2024, we completed a registered public offeringAs of 11,040,000December 31, 2025, 8,513,887 shares ofremain ourunsettled common stock at a public offering price of $18.00 per share. In connection with the offering, we entered intounder forward sale agreements forassociated 11,040,000 shares ofwith our commonexisting stock.$300.0 million at-the-market equity program (the “2023 ATM Program”) and the 2024 ATM Program. We did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers. We expect tomay physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares uponon one or more forward settlement dates, which shall occur no later than the stated maturity dates ranging from September 2026 to December 2026. As of December 31, 2025.2025, the remaining availability under the 2024 ATM Program was $124.3 million.

January 2025 Debt TransactionTransactions

On January 15, 2025, the Companywe amended itsour existing credit agreements agented by PNC Bank, National Association (the “PNC Credit Agreement”),Agreement, Wells Fargo Bank, National Association (the “Wells Fargo Credit Agreement”)Agreement, and Truist Bank (the “Truist Credit Agreement”).Agreement. The PNC Credit Agreement was amended and restated and provides for: a new $175.0 million senior unsecured term loan (the “2030 Term Loan B”); an existing $200.0 million senior unsecured term loan, which was fully funded under the existing PNC Credit Agreement (the “2028 Term Loan”); and an upsized $500.0 million senior unsecured revolving credit facility (increased from $400$400.0 million under the existing PNC Credit Agreement) (the “Revolver”). The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at the Company’sour election, a one-year option to extend the maturity to January 2030. The 2030 Term Loan B was fully funded on the closing datedate, and thewe Company hashave hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 5.12%4.82% through January 2030. The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the existing $175.0 million senior unsecured term loan (the “2030 Term Loan A” or, prior to the extended maturity, referred to as the “2027 Term Loan”) thereunder from January 2027 to January 2029 with an option, at the Company’sour election, to extend the maturity to January 2030. The Truist Credit Agreement governs existing term loans thereunder (the “2029 Term Loan”). Among other changes, each of the PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement were also amended to remove certain financial covenants and provide for revised, improved pricing when thewe Company meetsmeet certain investment grade rating and leverage targets.

We continued to grow our assets held for investment during the year ended December 31, 20242025 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average capitalizationcash rateyield of approximately 7.5%. This growth was financed through athe PNC Term Loan Agreement and receipt of proceeds of $200.0 million and $100.0 million drawunder onthe our2031 $250.0Term millionLoan 2029and 2032 Term Loan, respectively, the amendment of our PNC Credit Agreement and receipt of proceeds of $175.0 million under the 2030 Term Loan B, settlement of shares of common stock through our forward sale agreements in an amount of $135.4$136.8 million, the issuance of common stock under the 2024 ATM Program in an amount of $51.6 million, including settlement of forward shares, the usage of cash balances as a result of borrowings on our Revolver, the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the year ended December 31, 2024.2025.

As of December 31, 2024,2025, we had fourthree property developments under construction. During 2024,2025, we invested $29.8$6.9 million in our property developments, including the land acquisition of fourtwo new developments with a combined initial purchase price of $2.0$3.1 million. During 2024,2025, we completed development on 18two projects and reclassified approximately $52.9$6.5 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying consolidated balance sheets. Rent commenced for 17both of the 18 completed developments in 2024, while rent is expected to commence for the other completed development in the firstsecond quarter of 2025. The remaining fourthree developments are expected to be substantially completed with rent commencing at various points throughout the next twelve months.2026. The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying consolidated balance sheets as of December 31, 2024.2025.

During 2024,2025, we sold 5678 propertiesproperties, including one property under development, for a total sales price, net of disposal costs, of $110.9$169.1 million, recognizing a net gain of $1.9$7.7 million.

During the year ended December 31, 2024,2025, we invested an additional $49.8$46.0 million in fully collateralized mortgage loans receivable with stated interest rates ranging from 6.5%7.00% to 13.1%,10.25%, inclusive of $20.1$8.5 million provided through seller financing transactions. In addition, during the year ended December 31, 2024,2025, we collected $24.9$31.3 million in principal on our mortgage loans receivable. TheWe sold three mortgage loans receivable areat collateralizeda bydiscount realin estate,an primarilyeffort leasedto bymanage investmenttenant gradeexposure, creditrecognizing ratednon-credit tenants.related Theprovisions fundsfor providedimpairment underof $1.4 million for the loans,year in addition to discount and loan origination costs, net of loan origination fees of $0.1 million, are included in mortgage loans receivable, net in the accompanying consolidated balance sheets as ofended December 31, 2024.2025. See discussion of our mortgage loans receivable portfolio included in “Note 4 -– Real Estate Investments” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

Revenue. Revenue for the year ended December 31, 20242025 increased by $30.9$32.2 million to $162.8$195.0 million from $131.9$162.8 million for the year ended December 31, 2023,2024, which is primarily attributed to an increase in the number of our operating leases and properties securing our mortgage loans. The increase includes additional cash rental receipts of $26.1$26.6 million, an increase of $4.2$1.8 million in straight-line rental revenue, an increase of $1.1 million related to interest income on mortgage loans receivable, and an increase of $1.7$2.1 million related to reimbursable property expenses, and a net decrease of $0.9 million in straight-linereserves rentalfor revenue.uncollectible Theamounts. This increase is partially offset by a $0.8decrease of $0.3 million increaserelated into reservesintangible forlease-related uncollectible amounts.adjustments.

Total operating expenses. Total expenses increased by $36.5$0.5 million to $144.8 million for the year ended December 31, 2025 as compared to $144.3 million for the year ended December 31, 2024 as compared to $107.8 million for the year ended December 31, 2023.2024. The increase is primarily attributed to an increase in the number of operating properties, with the most significant increases being depreciation and amortization expenseexpense, andpartially offset by a decrease in provisions for impairment. Total operating expenses include the following:

•Property expenses. Property expenses increased $1.0$1.8 million to $19.2 million for the year ended December 31, 2025 from $17.4 million for the year ended December 31, 2024 from $16.4 million for the year ended December 31, 2023.2024. The increase is primarily attributed to an increase in the number of operating properties, including combined net increases of reimbursable property expenses of $0.5$1.5 million, substantially all of which $0.9 million and $0.3 million were related to reimbursable property taxes and reimbursable insurance costs, respectively, partially offset by a decrease of $0.6 million of common area maintenance costs,taxes, and combined net increases of non-reimbursable property expenses of $0.5$0.3 million, most of which $0.3 million, $0.1 million, and $0.1 million were related to common area maintenance costs, property insurance, and property taxes, respectively.insurance.

•General and administrative expenses. General and administrative expenses decreasedincreased $0.5$2.0 million to $21.7 million for the year ended December 31, 2025 from $19.7 million for the year ended December 31, 2024 from $20.2 million for the year ended December 31, 2023.2024. The decreaseincrease is primarily related to aan decreaseincrease of $1.0 million of payroll expense and $1.4$1.9 million of bonus expense, andan a decreaseincrease of $0.3$0.8 million of corporatestock-based insurancecompensation, premiums.an increase of $0.5 million of payroll expense, and a net increase of $0.4 million of other general and administrative expenses. The decreaseincrease is partially offset by increasesa decrease in employee severance of $1.4 million, including cash severance of $0.9 million and the expense associated with the accelerated vesting of stock-based compensation of $0.5 million, an increase of $0.3 million of stock-based compensation, an increase of $0.3 million in accounting outsourcing fees, and a net increasedecrease of $0.2 million inof other general and administrativelegal expenses. While our general and administrative expenses will continue to rise in some measure as our portfolio grows, we expect that such expenses as a percentage of our portfolio ABR and total assets will decrease over time due to efficiencies and economies of scale.

•Depreciation and amortization. Depreciation and amortization expense increased by $13.2$9.5 million to $86.4 million for the year ended December 31, 2025 from $76.9 million for the year ended December 31, 2024 from $63.7 million for the year ended December 31, 2023.2024. The increase in depreciation and amortization is proportionate to the increase in the size of the portfolio over the comparable period with associated increases primarily in building depreciation expense of $7.4$5.7 million, building improvements depreciation expense of $2.9$2.3 million, and in-place lease amortization expense of $2.1 million, leasehold improvements depreciation expense of $0.4 million, and amortization of leasing commissions of $0.4$1.5 million.

•Provisions for impairment. For the year ended December 31, 2025, we recorded provisions for impairment of $17.3 million on 36 properties and three mortgage loans receivable, the majority of which were either previously classified as held-for sale, newly classified as held-for-sale, or disposed of during the year ended December 31, 2025. Of those properties impaired, five were held for investment as of December 31, 2025. For the year ended December 31, 2024, we recorded provisions for impairment of $30.0 million on 63 properties, the majority of which were either previously classified as held-for sale,held-for-sale, newly classified as held-for-sale, or disposed of during the year ended December 31, 2024. Of those properties impaired, 1115 arewere held for investment as of December 31, 2024. For the year ended December 31, 2023, we recorded provisions for impairment of $7.1 million on 22 properties, the majority of which were either previously classified as held-for-sale, newly classified as held-for-sale, or disposed of during the year ended December 31, 2023. TheseProperty disposals relate to management’s continuous assessment of our portfolio in an effort to improve returns and manage risk exposure.

Gain on sales of real estate, net. Net gain on sales of real estate increased by $0.7$5.8 million to $7.7 million for the year ended December 31, 2025 from $1.9 million for the year ended December 31, 20242024. from $1.2 million forFor the year ended December 31, 2023.2025, The78 tableproperties belowwere summarizessold, including one property under development, for a sales price, net of disposal costs, of $169.1 million. For the year ended December 31, 2024, 56 properties were sold for thea periodssales indicatedprice, (innet thousands):of disposal costs, of $110.9 million.

Other income (expense) income,, net. Other income (expense) income,, net increased by $2.7$2.3 million to $1.9$0.4 million of other income, net for the year ended December 31, 20242025 from $0.8$1.9 million of other expense, net for the year ended December 31, 2023.2024. The net increase to expenseincome is primarily related to events that occurred during the year ended December 31, 2024, including a transfer fraud loss of $2.8 million, net of insurance recoveries, and $0.9 million of losses associated with property damages related to flooding and foundation issues,damages, partially offset by $0.5 million of proceeds received from the settlement of a lease escrow agreementagreement. andThe net increase is further offset by an increasedecrease in property insurance proceeds of $0.3$0.4 million.million and an increase in third-party debt issuance costs of $0.4 million and $0.1 million that were expensed as a result of the January 2025 and September 2025 debt transactions, respectively.

Our primary capital requirements areinclude to fundfunding property acquisitions and developments, fund investmentsinvesting in mortgage loans receivablereceivable, andmaking required debt interest payments, and fundcovering working capital needs, operating expenses, and capital expenditures. Our capital resources primarily consist of cash from operations, sales of equity securities, and available borrowing facilities. As of December 31, 2024,2025, we had $175.0 milliontotal outstanding principaldebt amountof under$1.1 thebillion, 2027 Term Loan,including $200.0 million outstanding principal amount under the 2028 Term Loan, $250.0 million outstanding principal amount under the 2029 Term Loan, and $239.0$175.0 million ofoutstanding borrowingsprincipal outstandingamount under the Revolver.2030 Term Loan A, $175.0 million outstanding principal amount under the 2030 Term Loan B, $200.0 million outstanding principal amount under the 2031 Term Loan, and $100.0 million outstanding principal amount under the 2032 Term Loan. Additionally, as of December 31, 2024,2025, we had $30.5$121.5 million and $2.6$0.0 million of unsettled forward equity under theour 20232024 ATM Program and 2024prior ATMat-the-market Program,equity program, respectively. As of December 31, 2024,2025, $300.0$124.3 million of remaining gross proceeds were available for future issuances of shares of our common stock were available for future issuances under the 2024 ATM Program, inclusive of unsettled shares under forward sale agreements.Program. Lastly, we had $152.0$149.9 million and $71.7 million of unsettled forward equity under the January 2024 and July 2025 follow-on offering forward sale agreementsagreements, respectively, as of December 31, 2024.2025.

On January 15, 2025, we amended our PNC Credit Agreement to provide for: a new $175.0 million 2030 Term Loan B and an upsized $500.0 million Revolver. The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at the Company’sour election, a one-year option to extend the maturity to January 2030. The 2030 Term Loan B was fully funded on the closing date and thewe Company hashave hedged the entire $175.0 million 2030 Term Loan B at an all-in fixed interest rate of 5.12%4.82% through January 2030. The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the existing $175.0 million 2030 Term Loan A from January 2027 to January 2029 with an option, at the Company’sour election, to extend the maturity to January 2030.

We believe the availability of proceeds from our debt, proceeds from the settlement of unsettled outstanding forward sale agreements, future issuances of shares of our common stock under theour 2024 ATM Program,Program or subsequent at-the-market sale programs, as well as our cash flows from operations and available borrowing capacity under the Revolver, will be adequate to support our ongoing operations and to fund our debt service requirements, capital expendituresexpenditures, and working capital requirements for at least the next 12 months. We anticipate funding our long-term capital needs through cash provided from operations, borrowings under our 2032 Term Loan, borrowings under our Revolver, and issuances of common stock.

As of December 31, 2024,2025, our contractual debt obligations primarily include the maturity of our 2027 Term Loan with the scheduled principal payment due on January 15, 2026, the maturity of our 2028 Term Loan with the scheduled principal payment due on February 11, 2028, the maturity of our 2029 Term Loan with the scheduled principal payment due on July 3, 2026, the maturities of our 2030 Term Loan A and 2030 Term Loan B with the repaymentscheduled ofprincipal borrowingspayments due on ourJanuary Revolver15, with2029, a contractualthe maturity of Augustour 11,2031 2026.Term Loan with the scheduled principal payment due on March 25, 2031, and the maturity of our 2032 Term Loan with the scheduled principal payment due on September 24, 2032. During the year ended December 31, 2024,2025, we borrowed $392.0$349.0 million at a weighted average interest rate of 6.24%5.45% and also repaid $233.0$588.0 million on our Revolver.

(31) We enteredhave into fourvarious interest rate hedgesderivative contracts to fix the variable base interest rate (daily SOFR) on our 2029term Term Loan.loans. Accordingly, the projected interest rate obligations for the variable rate 2029term Term Loanloans are based on the weighted-average hedged fixed raterates, of 3.74% compared toplus the variableapplicable 2029margins. TermSee Loan“Note daily6 SOFR– Debt” and “Note 7 – Derivative Financial Instruments” for further discussion on our debt and interest rate as of December 31, 2024 of 4.46%, plus a SOFR adjustment of 0.10% and applicable margin of 1.15% based on the $250.0 million of the 2029 Term Loan outstanding through the contractual maturity date of July 3, 2026.hedges.

(42) We are subject to a facilityticking fee of 0.15%0.20% on the undrawn amount under our Revolver.2032 Term Loan.

In August 2021, we entered into a lease agreement onrelated ato newour corporate office space, which is classified as an operating lease. We began operating out of the new office in February 2022. The lease has a remaining noncancellable term of 7.66.6 years that expires on July 31, 2032 and is renewable at our option for two additional periods of five years. Future minimum base rental payments under the lease are outlined in “Note 3 – Leases.Leases” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K. Annual rent expense, excluding operating expenses, is approximately $0.5 million during the initial term.

Additionally, in the normal course of business, we enter into various types of commitments to purchase real estate properties, fund development projects, or extend funds under mortgage loans receivable. These commitments are generally subject to our customary due diligence process and, accordingly, a number of specific conditions must be met before we are obligated to purchase or extend funding. As of December 31, 2024,2025, we had commitments to fund propertiesproperty under development anddevelopments, extend funds under mortgage loans receivablereceivable, and commitments to fund tenant improvement allowances totaling $7.3$15.8 millionmillion, $8.4 million, and $9.5$8.1 million, respectively,respectively. whichCommitments isto fund property developments are expected to be fundedoccur over the next 12 months.months, while commitments to fund mortgage loans receivable and tenant improvement allowances are expected to occur over the next two years.

See discussion of our debt and interest rate hedges included in “Note 6 – Debt,Debt” and “Note 7 – Derivative Financial Instruments” and “Note 13 – Subsequent Events” of our consolidated financial statements, included in Part II, Item 8 of this Annual Report on Form 10-K.

Cash Flows Provided By Operating Activities. Net cash provided by operating activities increased by $10.0$19.3 million for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The increase was largely attributed to the increase in the size of our real estate investment portfolio with an increase in rental receipts of $26.1$26.6 million, additional interest received under our mortgage loans receivable, and changes in working capital accounts, partially offset by an increase in cash paid for interest paid of $12.0$13.7 million, increasesand an increase in operating and general and administrative expenses paid associated with our larger portfolio and changes in working capital accounts.portfolio.

Cash Flows Used In Investing Activities. Net cash used in investing activities decreasedincreased by $19.1$16.0 million for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The decreaseincrease was primarily due to aan decreaseincrease of $119.0 million in acquisitions of real estate, an increase in cash invested in mortgage loans receivable of $42.9$7.9 million, and an increase of $52.4$6.2 million fromin earnest money deposits, partially offset by an increase of $69.8 million of proceeds received from the sale of real estate, an increase of $23.4$10.5 million of proceeds received from the sale of mortgage loans receivable, an increase of $6.4 million in principal collections on mortgage loans receivable, and a decrease of $38.5$30.9 million in real estate development and improvements, partially offset by an increase of $138.6 million in acquisitions of real estate.improvements.

Cash Flows Provided By Financing Activities. Net cash provided by financing activities decreasedincreased by $4.1$12.4 million for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The decreaseincrease was primarily attributed to $135.9an increase in net term loan proceeds of $375.0 million ofrelated lessto our 2030 Term Loan B, 2031 Term Loan, and 2032 Term Loan, an increase in proceeds received in 2024 due to fewerfrom issuances of common stock,stock of $52.9 million, which wasincludes the$99.0 netmillion effectmore ofproceeds received from our follow-on offerings and $46.1 million less proceeds received in connection with our 2023 ATM ProgramPrograms and(as our August 2022 follow-on offering and respective settlements of common stock under forward sale agreements, and more proceeds receiveddefined in connection“Note with10 our- 2021Shareholders’ ATM Program and January 2024 follow-on offering and respective settlements of common stock under forward sale agreements. The decrease was also attributed toEquity”), a reduction in term loan proceeds of $50.0 million, an increase in payments of common stock dividends of $11.8 million, and an increasedecrease in the repurchase of common stock for tax withholding obligations of $0.7 million, a decrease in payments of restricted stock dividends of $0.3 million, and a decrease in deferred offering costs of$0.3 $0.8 million and $0.4 million, respectively.million. This decreaseincrease is partially offset by an increase in net borrowingspayments of $192.0common stock dividends of $6.8 million, an increase in net repayments of $398.0 million under our revolving credit facilitiesRevolver, and aan decreaseincrease in deferred financing costs of $3.3$12.0 million.

For a discussion of the most significant factors that may adversely affect us, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors disclosed in theour Annual Report.Report on Form 10-K for the year ended December 31, 2025. These risk factors may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and results of operations.

We are an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant commercial retail properties, subject to long-term net leases with high-credit-quality tenants across the United States. We also invest in property developments and mortgage loans secured by real estate. As of MarchJune 31,30, 2026, we owned or had investments in 808864 properties diversified by tenant, industry, and geography, comprising 138156 different tenants across 28 retail sectors in 46 states. This includes fourfive property developments where rent has not yet commenced. We focus on tenants in industries where we believe a physical location is critical to the generation of sales and profits, with a focus on necessity goods and essential services in the retail sector, including grocers, convenience stores, discount stores, home improvement, quick-service restaurants, general retail, and auto parts, all of which we refer to as defensive retail industries. As of MarchJune 31,30, 2026, our investments generated ABR1 of $214.2$231.4 million. Approximately 42%41% of our ABR is from investment grade2 credit rated tenants and an additional 16% of our ABR is derived from tenants with an investment grade profile3. Our portfolio was 99.9%100.0% occupied (excluding fourfive properties under development) and, excluding mortgage loans receivable, had a weighted average remaining lease term (“WALT”) of 10.210.0 years.

(1) Annualized base rent (“ABR”) is annualized base rent for all leases that commenced and annualized cash interest for all executed mortgage loans as of MarchJune 31,30, 2026.

(2) We define “investment grade” tenants as tenants, or tenants that are subsidiaries of a parent entity, with a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s), or NAIC2 (National Association of Insurance Commissioners) or higher.

(3) We define “investment grade profile” tenants as tenants that have investment grade credit metrics (more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x), but do not carry a published rating from S&P, Fitch, Moody’s, or NAIC.

As of MarchJune 31,30, 2026, 4,840,000 shares remain unsettled under the January 2024 forward sale agreements. We expect to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than December 31, 2026.2026, unless the parties mutually agree to extend such dates.

As of MarchJune 31,30, 2026, 12,469,91812,627,000 shares remain unsettled under the February 2026 forward sale agreements associated with our existing $300.0 million at-the-market equity program (the “2023 ATM Program”) and the 2024 ATM Program.agreements. We mayexpect to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares onupon one or more forward settlement dates, which shall occur no later than February 12, 2027, unless the statedparties maturitymutually dates ranging from September 2026agree to Marchextend 2027.such As of March 31, 2026, the remaining availability under the 2024 ATM Program was $49.9 million.dates.

2032 Term Loan DrawDraws

Subject to the terms of the term loan agreement agented by PNC Bank, National Association (the “PNC Term Loan Agreement”), we drew an additional $50.0 million under the $250.0 million senior unsecured term loan (the “2032 Term Loan”) on January 2, 2026, and an additional $50.0 million on April 1, 2026, bringing the total outstanding principal amount to $150.0$200.0 million. The $150.0$200.0 million outstanding under the 2032 Term Loan is hedged with an all-in fixed interest rate of 4.66%.4.67%. We have $100.0$50.0 million remaining under the PNC Term Loan Agreement delayed draw term loan commitment.

We continued to grow our assets held for investment during the threesix months ended MarchJune 31,30, 2026 through the acquisition of properties, property developments, and investment in mortgage loans receivable, with an underwritten weighted-average cash yield of approximately 7.5%.7.4%. This growth was financed through the two $50.0 million drawdraws under the 2032 Term Loan, settlement of shares of common stock through our July 2025 and January 2024 Follow-Onfollow-on Offeringoffering inforward ansale amountagreements of $70.7 million and $67.8 million, the usage of cash balances as a result ofrespectively, borrowings on our senior unsecured revolving credit facility (the “Revolver”), the usage of restricted cash balances as a result of tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, and cash flows from operations during the threesix months ended MarchJune 31,30, 2026.

During the three months ended MarchJune 31,30, 2026, we acquired 5679 properties for a total purchase price of $234.0$252.7 million, inclusive of $3.0$3.5 million of capitalized acquisition costs. The acquisitions were all accounted for as asset acquisitions. These properties are located in 1723 states with a WALT of approximately 14.19.8 years.

During the three months ended MarchJune 31,30, 2026, we sold five16 properties for a total sales price, net of disposal costs, of $10.4$45.1 million, recognizing a net gain of $0.1$1.7 million.million on the sales. During the six months ended June 30, 2026, we sold 21 properties for a total sales price, net of disposal costs, of $55.5 million, recognizing a net gain of $1.8 million on the sales.

During the three and six months ended MarchJune 31,30, 2026, we invested an additional $5.1$40.8 million and $45.9 million, respectively, in fully collateralized mortgage loans receivable with stated interest rates ranging from 9.50%8.21% to 9.75%. This is inclusive of $6.0 million provided through seller financing transactions during the six months ended June 30, 2026. In addition, during the three and six months ended MarchJune 31,30, 2026, we collected $11.2$20.1 million and $31.3 million, respectively, in principal on our mortgage loans receivable. WeThis is inclusive of $17.3 million of mortgage loans receivable settled in exchange for acquisition of real estate during the six months ended June 30, 2026. In addition, we sold one mortgage loan receivable at a discount in an effort to manage tenant exposure, recognizing non-credit related provisions for impairment of $0.6 million for the threesix months ended MarchJune 31,30, 2026. See discussion of our mortgage loans receivable portfolio included in “Note 4 – Real Estate Investments” of our condensed consolidated financial statements, included in “Item 1 – Financial Statements (unaudited)”.

Three Months Ended MarchJune 31,30, 2026 Compared with the Three Months Ended MarchJune 31,30, 2025

Revenue. Revenue for the three months ended MarchJune 31,30, 2026 increased by $11.2$13.0 million to $57.1$61.3 million from $45.9$48.3 million for the three months ended MarchJune 31,30, 2025, which is primarily attributed to an increase in the number of our operating leases. The increase includes additional cash rental receipts of $9.5$11.2 million, an increase of $1.2$1.1 million in straight-line rental revenue, combined net increases of property expense reimbursements of $0.5$0.9 million, and an increase in other revenue of $0.6 million related to lease termination fees, offset by a net decreaseincrease of $0.3$0.2 million in reserves for uncollectible amounts, offset by a decrease in otherinterest revenueincome on mortgage loans receivable of $0.2 million related to a lease termination fee during the three months ended March 31, 2025 and other combined net decreases of $0.1$0.4 million.

Total operating expenses. Total operating expenses increased by $3.0$5.6 million to $37.6$41.6 million for the three months ended MarchJune 31,30, 2026 as compared to $34.6$36.0 million for the three months ended MarchJune 31,30, 2025. The increase is primarily attributed to an increase in the number of operating properties, with the most significant increaseincreases being depreciation and amortization expense.expense and property expenses. Total operating expenses include the following:

•Property expenses. Property expenses increased by $0.6$1.2 million to $5.4$5.7 million for the three months ended MarchJune 31,30, 2026 from $4.8$4.5 million for the three months ended MarchJune 31,30, 2025. The increase is primarily attributed to an increase in the number of operating properties, including combined net increases of reimbursable property expenses of $0.5$1.0 million, of which $0.5 million and $0.1$0.7 million were related to reimbursable property taxes and $0.2 million were related to reimbursable insurancecommon costs,area respectively,maintenance, partiallyand offsetan by a decreaseincrease of $0.2 million of reimbursable common area maintenance costs, and combined net increases of non-reimbursable property expenses of $0.2 million primarily related to common area maintenance costs and property insurance.expenses.

Other•General incomeand (expense),administrative net.expenses. OtherGeneral incomeand (expense),administrative netexpenses increased by $0.6$0.3 million to $0.4$5.8 million of other income, net for the three months ended MarchJune 31,30, 2026 from $0.2$5.5 million of other expense, net for the three months ended MarchJune 31,30, 2025. The netincreases increasewithin togeneral incomeand isadministrative expense were primarily related to aan $0.3increase of $0.2 million increaseof instock-based interest income on bank accountscompensation and aan $0.4increase of $0.2 million decrease in third-party debt issuance costs that were expensed during the three months ended March 31, 2025 as a result of thepayroll January 2025 debt transaction.expense.

Net•Depreciation income.and Netamortization. incomeDepreciation and amortization expense increased by $4.0$4.3 million to $5.7$25.8 million for the three months ended MarchJune 31,30, 2026 from $1.7$21.5 million for the three months ended MarchJune 31,30, 2025. NetThe incomeincrease increasedin primarilydepreciation dueand toamortization additionalis rental revenues, primarily dueproportionate to the growthincrease in the size of ourthe realportfolio estateover investmentthe portfolio,comparable period with associated increases primarily in building depreciation expense of $2.5 million, building improvements depreciation expense of $0.9 million, and decreasedin-place provisionslease foramortization impairment, partially offset by increases in depreciation expense, interest expense, general and administrative expense, property expense, and a decrease in gain on salesexpense of real$0.9 estate.million.

Our primary capital requirements include funding property acquisitions and developments, investing in mortgage loans receivable, making required debt interest payments, and covering working capital needs, operating expenses, and capital expenditures. Our capital resources primarily consist of cash from operations, sales of equity securities, and available borrowing facilities. As of MarchJune 31,30, 2026, we had total outstanding debt of $1.2$1.4 billion, including $200.0 million outstanding principal amount under the 2028 Term Loan, $250.0 million outstanding principal amount under the 2029 Term Loan, $175.0 million outstanding principal amount under the 2030 Term Loan A, $175.0 million outstanding principal amount under the 2030 Term Loan B, $200.0 million outstanding principal amount under the 2031 Term Loan, $150.0$200.0 million outstanding principal amount under the 2032 Term Loan, and $88.0$198.5 million outstanding on the Revolver. Additionally, as of MarchJune 31,30, 2026, we had $194.4$176.6 million and $29.9$229.1 million of unsettled forward equity under our 20242026 ATM Program and prior at-the-market equity program,programs, respectively. As of MarchJune 31,30, 2026, $49.9$221.6 million of shares of our common stock were available for future issuances under the 20242026 ATM Program. Lastly, we had $81.7$81.2 million, $71.2 million,million and $228.4$227.3 million of unsettled forward equity under the January 2024, July 2025,2024 and February 2026 follow-on offering forward sale agreements, respectively, as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, we had an aggregate of 34,201,86538,942,108 unsettled shares under forward sale agreements with a weighted-average net settlement price of $17.71.$18.34.

As of MarchJune 31,30, 2026, our contractual debt obligations primarily include the maturity of our 2028 Term Loan with the scheduled principal payment due on February 11, 2028, the maturity of our 2029 Term Loan with the scheduled principal payment due on July 3, 2026,2027, the maturities of our 2030 Term Loan A, 2030 Term Loan B, and Revolver with the scheduled principal payments due on January 15, 2029, the maturity of our 2031 Term Loan with the scheduled principal payment due on March 25, 2031, and the maturity of our 2032 Term Loan with the scheduled principal payment due on September 24, 2032. During the threesix months ended MarchJune 31,30, 2026, we borrowed $98.0$340.0 million and repaid $10.0$141.5 million on our Revolver.