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

Set forth below are the risks that we believe are material to our investors and they should be carefully considered. If any of the following risks occur, our business, financial condition, results of operations and cash flows, our ability to satisfy our debt service obligations and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected. These risks are not all of the risks we face and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. Investors should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 24 and should also refer to ourfuture quarterly reports on Form 10-Q and current reports on Form 8-K for any material updates to these risk factors.

The extent to which any future pandemic, epidemic or outbreak of any highly infectious disease,disease impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted accurately, including the scope, severity and duration of such pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Any future pandemic, epidemic or outbreak of any highly infectious disease may materially and adversely affect our businesses, financial condition, results of operations and cash flows and may also have the effect of heightening many of the risks described below and within this “Risk Factors” section, including:section.

InAlthough we may directly manage certain properties, in general, we prefer to utilize local third-party managers for day-to-day property management, although we may directly manage other properties in the future.management. To the extent we utilize third-party managers, our cash flows from our industrial properties may be adversely affected if our managers fail to provide quality services. In addition, our managers or their affiliates may manage, and in some cases may own, invest in or provide credit support or operating guarantees to industrial properties that compete with our industrial properties, which may result in conflicts of interest and decisions regarding the operation of our industrial properties that are not in our best interests.

Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. We face risks associated with security breaches, whether through cyber-attacks or intrusions, malware, computer viruses, attachments to e-mails, people with access or who gain access to our systems and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, which, in turn, may lead to increased costs to protect our network and systems. Recent developments in the cyber threat landscape include the use of AI, as well as an increased number of cyber extortion and ransomware attacks, with the potential for higher financial ransom demand amounts and increasing sophistication and variety of ransomware techniques and methodologies. Further, any adoption of AI by us or by third parties may pose new security challenges. Additionally, third-party security events at our vendors or other service providers could impact our data and operations via unauthorized access to, or loss or other compromise of information or disruption of services. Although we make efforts to maintain the security and integrity of our IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, including but not limited to password protection, ongoing training modules throughout the year, frequent backups and a redundant data system, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving our IT networks and related systems could significantly disrupt the proper functioning of our networks and systems and, as a result, disrupt our operations, which could have a material adverse effect on our cash flow, financial condition and results of operations.

Certain of our debt, such as our term loans, senior unsecured notes and mortgage loan, require that the principal be repaid at the maturity of the loanloan, inrather athan “balloonamortized payment.”via principal payments over the term of the loan. As of December 31, 2024,2025, the financing arrangements of our outstanding indebtedness could require us to make lump-sum or “balloon” payments of approximately $829.9$947.9 million at maturity dates that range from 2026 to 2031. If we do not have sufficient funds to repay existing or future debt at maturity, including debt under our credit facility, term loans and senior unsecured notes, it may be necessary to refinance the debt through additional debt or raise additional funds through equity financings. If the credit environment is constrained at the time of any refinancing, we could have a very difficult time refinancing debt on acceptable terms, or at all. For example, if prevailing interest rates or other factors result in higher interest rates on refinancings, the increase in interest expense would adversely affect our cash flows, and, consequently, cash available for distribution to our stockholders. If we are unable to refinance our debt on acceptable terms, we may be forced to choose from a number of unfavorable options, including agreeing to otherwise unfavorable financing terms on new debt or disposing of one or more of our industrial properties on disadvantageous terms, potentially resulting in losses. We may also place mortgages on our properties that we own to secure a revolving credit facility or other debt. To the extent we cannot meet any future debt service obligations, we will risk losing some or all of our industrial properties that may be pledged to secure our obligations to foreclosure.

We have a credit facility, which consists of a $100.0 million term loan that matures in January 2027, a $100.0 million term loan that matures in January 20282028, a $200.0 million term loan that matures in January 2031 and a revolving credit facility with $600.0 million in borrowing capacity that matures in January 2029. As of December 31, 2024,2025, the revolving credit facility had an outstanding balance of approximately $82.0$200.0 million. We also have $475.0 million of senior unsecured notes outstanding as well as an outstanding mortgage loan with a total contractual principal amount of approximately $72.9 million. We have agreed to guarantee the obligations of the borrower (a wholly-owned subsidiary) under our revolving credit facility, our term loans and our senior unsecured notes. Our revolving credit facility, our term loans and our senior unsecured notes contain, and we expect that our agreements for future indebtedness will contain, financial and operating covenants, such as fixed charge coverage and debt ratios and other limitations that will limit or restrict our ability to make distributions or other payments to our stockholders and may restrict our investment activities. For example, our credit facility restricts distributions if we are in default. These covenants may limit our operating and financial flexibility and our ability to respond to changes in our business or competitive activities in the future and may also restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our stockholders or obtain necessary funds.

Sales of substantial amounts of shares of our common stock in the public market, including the issuance of our common stock in connection with property, portfolio or business acquisitions, the issuance and vesting of any restricted stock granted to employees under our 20192025 Equity Incentive Plan (the “2025 Plan”) and the issuance of our common stock upon the vesting of awards under our Amended and Restated Long-Term Incentive Plan, may be dilutive to existing stockholders and could have an adverse effect on the market price of our common stock.

•disruptions in the global supply chain caused by political, regulatory or other factors, including geopolitical issues, terrorism and domestic terrorist attacks;

In addition, throughoutfrom 2023time andto 2024,time, we have observed economic uncertainty and geopolitical uncertaintyissues in the United States and abroad.abroad, including the conflict between Russia and Ukraine and disruption in the Middle East. If such uncertainty continuesuncertainties or isissues continue or are heightened, it could lead to sustained periods of economic slowdown or recession, continued inflation and higher interest rates or declining demand for real estate,estate. and theThe occurrence of such events or public perception that any of these events may occur,occur wouldcould result in a general decrease in rents or an increased occurrence of defaults under existing leases, which would materially adversely affect our financial condition and results of operations. Future terrorist attacks or wars may also result in declining economic activity, which could reduce the demand for, and the value of, our properties and adversely impact our tenants, including their ability to meet obligations under their leases. For these and other reasons, we cannot assure our stockholders that we will be profitable or that we will realize growth in the value of our properties.

Environmental laws in the U.S.United States also require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition. These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos. Some of our properties may contain asbestos-containing building materials.

Government authorities and various interest groups are promoting laws and regulations relating to climate change, including regulations aimed at limiting greenhouse gas emissions and the implementation of “green” building codes, due to concerns over contributions to climate change. In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the rules proposed by the SEC and the legislation recently enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective. Further, such laws and regulations may require us to make improvements to our existing properties or result in increased capital expenditures in order to comply with such regulations, as well as increased operating costs that we may not be able to effectively pass on to our tenants. In addition, such laws and regulations could impose substantial costs on our tenants, including, for example, an increase in the cost of the fuel and other energy purchased by our tenants. Any such increased costs could impact the financial condition of our tenants and their ability to meet their lease obligations and also affect our ability to lease or re-lease our properties.

Maryland law provides that a director or officer has no liability in that capacity if he or she satisfies his or her duties to us and our stockholders. Our charter limits the liability of our directors and officers to us and our stockholders for monetary damages, except for liability resulting from: (i) actual receipt of an improper benefit or profit in money, property or services; or (ii) a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.

The potential application of the prohibited transactions tax could cause us to forego potential dispositions of property or to forego other opportunities that might otherwise be attractive to us, or to hold investments or undertake such dispositions or other opportunities through a taxable REIT subsidiary (“TRS”),TRS, which would generally result in such TRS incurring corporate income taxes.

Currently, the maximum tax rate for certain qualified dividends payable to U.S. stockholders that are individuals, trusts and estates generally is 20%. Ordinary dividends payable by REITs, however, are generally not eligible for such reduced rates and therefore are taxable as ordinary income when paid to such stockholders. However, for taxable years beginning before January 1, 2026, a deduction of up to 20% (subject to certain limitations) is available on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers. Additionally, to the extent such dividends are attributable to certain dividends that we receive from a TRS, such dividends generally will be eligible for the reduced rates that apply to qualified dividend income. The more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates or are otherwise sensitive to these lower rates to perceive investments in REITs to be relatively less attractive than investments in the stock of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.

Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: our financial condition, performance, liquidity and prospects; actual or anticipated variations in our quarterly operating results or distributions; changes in our funds from operations,operations or FFO,(“FFO”), or earnings; publication of research reports about us or the real estate industry; changes in earnings estimates by analysts and our ability to meet analysts’ earnings estimates; increases in market interest rates that lead purchasers of our shares to demand a higher yield; the market for similar securities issued by REITs; the attractiveness of REIT securities in comparison to the securities of other companies, taking into account, among other things, the higher tax rates imposed on dividends paid by REITs; government legislation, action or regulation; our issuance of debt or preferred equity securities; the realization of any of the other risk factors presented in this Annual Report on Form 10-K; and general market, including capital market and real estate market, and economic conditions.

We acquire, own and operate industrial real estate in six major coastal U.S. markets: New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution (approximately 79.7%80.5% of our total annualized base rent as of December 31, 20242025), flex (including light industrial and research and development, or R&D) (approximately 3.4%), transshipment (approximately 6.0%) and improved land (approximately 10.9%10.1%). We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. As of December 31, 2024,2025, we owned a total of 299309 buildings (including one building held for sale) aggregating approximately 19.319.8 million square feet, 4746 improved land parcels consisting of approximately 150.6147.0 acres,acres and six properties under development or redevelopment and approximately 22.4 acres of land entitled for future development.redevelopment. As of December 31, 2024,2025, our buildings and improved land parcels were approximately 97.4%96.1% and 95.1%95.4% leased, respectively, to 670683 customers, the largest of which accounted for approximately 5.5%4.9% of our total annualized base rent.

We sell properties from time to time when we believe the prospective total return from a property is particularly low relative to its market value and/or the market value of the property is significantly greater than its estimated replacement cost. Capital from such sales is reinvested into properties that are expected to provide better prospective returns or returned to shareholders. We have disposed of 3745 properties since inception in 2010 for an aggregate sales price of approximately $727.6$1.1 millionbillion and a total gain of approximately $332.3$570.7 million.

During 2024,2025, we acquired eight12 industrial properties and one portfolio of industrial properties for a total purchase price of approximately $884.5$683.5 million. The properties were acquired from unrelated third parties using existing cash on hand, net proceeds from dispositions, net proceeds from the issuance of common stock, debt,stock and net of an assumed mortgage loan payable.debt. The following table sets forth the industrial properties we acquired during 20242025:

1Excludes intangible liabilities and unamortized mortgage fair value adjustments, if any. The total aggregate initial investment was approximately $937.9$728.5 million, including $11.2$13.7 million in capitalized closing costs and acquisition costs and $49.5$32.9 million in assumed intangible liabilities, $3.7 million in assumed unamortized fair value adjustmentliabilities and $3.6$1.6 million in other credits related to near term capital expenditures, free rent and tenant improvements at multiple properties.

As of December 31, 2024,2025, we had six properties under development or redevelopment that, upon completion, will consist of nine buildings aggregating approximately 0.9 million square feet. Additionally, we owned approximately 22.4 acres of land entitled for future development that, upon completion, will consist of two buildings aggregating approximately 0.41.2 million square feet. The following table summarizes certain information with respect to the properties under development or redevelopment and the land entitled for future development as of December 31, 20242025:

2Excludes below-market lease adjustments recorded at acquisition.acquisition and infrastructure costs of approximately $1.1 million incurred for the Countyline Phase IV project.

During 2024,2025, we completed development and redevelopment of sixthree properties. Additionally, we moved the Paterson Plank III redevelopment property to the operating portfolio as it had been vacant for one year after completion. The total expected investment in Paterson Plank III was $35.2 million. The following table summarizes certain information with respect to the completed development and redevelopment properties during the year ended December 31, 20242025:

1Total expected investment for the properties includes the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

During the year ended December 31, 2024,2025, we sold foureight properties for a total aggregate sales price of approximately $74.4$386.4 million, resulting in a total aggregate gain of approximately $45.4$238.4 million. The following table sets forth the markets in which the industrial properties were sold during 20242025 (dollars in thousands):

We have an at-the-market equity offering program (the "$500 Million ATM Program") pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $500.0 million (approximately $438.3$157.2 million remaining as of December 31, 20242025) in amounts and at times as we determine from time to time. Prior to the implementation of the $500 Million ATM Program, we had a previous at-the-market equity offering program (the "Previous $500 Million ATM Program"), which was substantially utilized as of August 27, 2024 and which is no longer active. We intend to use the net proceeds from the offering of the shares under the $500 Million ATM Program, if any, for general corporate purposes, which may include future acquisitions, developments and redevelopments and repayment of indebtedness, including borrowings under our revolving credit facility. During the three months ended December 31, 2024, we did not issue any common stock under the $500 Million ATM Program. During the year ended December 31, 2024,2025, we issued an aggregate of 5,329,544700,000 shares of common stock at a weighted average offering price of $66.62$62.27 per share under the $500 Million ATM Program and Previous $500 Million ATM Program, resulting in net proceeds of approximately $349.9$43.0 million and paying total compensation to the applicable sales agents of approximately $5.1$0.6 million. During the year ended December 31, 2025, we issued an aggregate of 4,206,371 shares of common stock at a weighted average offering price of $66.81 per share under the $500 Million ATM Program, resulting in net proceeds of approximately $276.9 million and paying total compensation to the applicable sales agents of approximately $4.1 million.

OnSubsequent to December 31, 2025, on February 4,3, 2025,2026, our board of directors declared a cash dividend in the amount of $0.49$0.52 per share of our common stock payable on April 4,10, 20252026 to the stockholders of record as of the close of business on March 27, 2025.2026.

Current operating conditions in our six markets for our business have slowedstabilized over the last two years yetand there are reasons for optimism within our submarkets. We believe that on average, the rental rates we are likely to achieve on new or renewed leases for our 20252026 expirations will be above the rates currently paid for the same space. Notwithstanding, new speculative development continues which will slow potential rent growth from what it would be without such new development.

We see attractive acquisition opportunities. Nevertheless, our acquisition volume will be dependent on both the quality and pricing of the opportunity set and the price of our stock relative to net asset value (“NAV”). Those conditions, not knowable in advance, will determine our results. We will continue to sell assets and redeploy the capital to enhance NAV per share growth or return the capital to shareholders. We entered 20252026 with our balance sheet exceedingly well positioned for growth as we have $82.0$200.0 million outstanding on our $600.0 million revolving credit facility and a cash balance of approximately $18.1$25.0 million.

Within our six markets we have increasingly focused on urban infill locations. While our net growth will remain limited to a size where we can make directly informed operational decisions, we feel more strongly today than we did fifteensixteen years ago about the long-term investment merits of our strategy and the growth opportunities ahead. We are mindful, always, that it is per share rather than aggregate results that matter.

The U.S. economy experienced a significant increase in inflation rates in recent years. While inflation levels began to decrease in 2024, they remain elevated relative to the years preceding 2021. A wide variety of industries and sectors have been, and will continue to be, affected by recently increasing commodity prices. Elevated inflation has, and may continue to, result in increased construction costs, including tenant improvements and capital projects, goods and labor, and operating costs. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, leases with respect to approximately 71.6%68.9% of our total rentable square feet and improved land acerageacreage expire within five yearsyears, which enables us to seek to replace existing leases with new leases at the then-existing market rate.

The analysis of our results below for the years ended December 31, 20242025 and 20232024 includes the changes attributable to same store properties. The same store pool for the comparison of the years ended December 31, 20242025 and 20232024 includes all properties that were owned and in operation as of December 31, 20242025 and since January 1, 20232024 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of December 31, 2024.2025. As of December 31, 2024,2025, the same store pool consisted of 242236 buildings aggregating approximately 14.514.1 million square feet representing approximately 75.5%71.1% of our total square feet owned and 4442 improved land parcels consisting of approximately 139.5142.5 acres representing approximately 92.6%96.9% of our total acreage owned. As of December 31, 2024,2025, the non-same store properties, which we acquired, developed or redeveloped, or sold during 20242025 and 20232024 or which were held for sale or in development or redevelopment as of December 31, 2024,2025, consisted of 5773 buildings (including one building held for sale) aggregating approximately 4.75.7 million square feet, threefour improved land parcels consisting of approximately 11.14.5 acres,acres and six properties under development or redevelopment and approximately 22.4 acres of land for future development.redevelopment. As of December 31, 20242025 and 2023,2024, our consolidated same store pool occupancy was approximately 98.3%97.2% and 98.5%,98.2%, respectively.

Discussion of the year ended December 31, 20232024 compared to the year ended December 31, 20222023 was included in our Annual Report on Form 10-K for the year ended December 31, 20232024 beginning on page 3841 under Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations”, which was filed with the SEC on February 7,5, 2024.2025.

The tabletables below setsset forth the activity under our at-the-market common stock offering programs during the years ended December 31, 20242025 and 20232024, respectively:

TheAs of December 31, 2025, the Sixth Amended and Restated Senior Credit Agreement (as amended, the “Amended Facility”) consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027 and a $100.0 million term loan that matures in January 2028. As of December 31, 2024,2025, there were $82.0$200.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans. As of December 31, 2023,2024, there were no$82.0 million of borrowings outstanding on the revolving credit facility and $200.0 million of borrowings outstanding on the term loans.

TheOn January 7, 2026, we entered into the Fourth Amendment to the Amended Facility (the “Fourth Amendment”) adding a $200.0 million term loan maturing on January 15, 2031. Following the Fourth Amendment, the Amended Facility consists of a $600.0 million revolving credit facility that matures in January 2029, a $100.0 million term loan that matures in January 2027, a $100.0 million term loan that matures in January 2028, and a $200.0 million term loan that matures in January 2031. Additionally, the Amended Facility includes an accordion feature pursuant to which the aggregate amount of the Amended Facility may be increased by up to an additional $450.0$1.0 millionbillion to a maximum aggregate amount not to exceed $1.25$2.0 billion, subject to the approval of the administrative agent and the identification of lenders willing to make available additional amounts. Outstanding borrowings under the Amended Facility are limited to the lesser of (i) the sum of the $600.0 million revolving credit facility, the $100.0 million term loan maturing in January 2027 and2027, the $100.0 million term loan maturing in January 2028, and the $200.0 million term loan maturing in January 2031 or (ii) 60.0% of the value of the unencumbered properties. Interest on the Amended Facility, including the term loans, is generally to be paid based upon, at our option, either (i) the Secured Overnight Financing Rate (“SOFR”) plus the applicable SOFR margin or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, 0.50% above the federal funds effective rate, thirty-day SOFR plus the applicable SOFR margin for SOFR rate loans under the Amended Facility plus 1.25%, or 1.25% per annum. The applicable SOFR margin will range from 1.10%1.00% to 1.55% (1.10% as of December 31, 2024)1.45% for the revolving credit facility and 1.25%1.15% to 1.75% (1.25% as of December 31, 2024)1.65% for the term loans, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset valuevalue. Proceeds from the $200.0 million term loan were used to reduce borrowings under the $600.0 million revolving credit facility and includesfor ageneral 10corporate basis points SOFR credit adjustment. The Amended Facility requires quarterly payments of an annual facility fee in an amount ranging from 0.15% to 0.30%, depending on the ratio of our outstanding consolidated indebtedness to the value of our consolidated gross asset value.purposes.

As of December 31, 2025 and 2024, we had a mortgage loan payable with a total contractual principal amount of approximately $72.9 million which bears interest at a contractual fixed interest rate of 3.9% and matures in March 2028. The mortgage was assumed in an acquisition and was recorded at fair value in the amount of $69.2 million using an effective interest rate of 5.6%. The unamortized fair value adjustment as of December 31, 2025 and 2024 was approximately $2.5 million and $3.6 million.million, respectively.

The following tables summarize our debt maturities and principal payments as of and for the year ended December 31, 2024,2025, and market capitalization, capitalization ratios, Adjusted EBITDA, interest coverage, fixed charge coverage and debt ratios as of and for the years ended December 31, 20242025 and 20232024 (dollars in thousands, except per share data):

2Closing price of a share of our common stock on the New York Stock Exchange on December 31, 20242025 and December 29, 2023,2024, respectively, in dollars per share.

3Total debt-to-total investments in properties is calculated as total debt, net of deferred financing costs, divided by total investments in properties, including one property consisting of one building held for sale as of December 31, 2024.2025.

6Earnings before interest, taxes, gains (losses) from sales of property, depreciation and amortization, acquisition costs and stock-based compensation (“Adjusted EBITDA”) for the years ended December 31, 20242025 and 2023,2024, respectively. See “Non-GAAP Financial Measures” in this Annual Report on Form 10-K for a definition and reconciliation of Adjusted EBITDA from net income and a discussion of why we believe Adjusted EBITDA is a useful supplemental measure of our operating performance.

•the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 4, 2026, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which was filed with the Securities and Exchange Commission on May 6, 2026, in this Quarterly Report on Form 10-Q, and in our other public filings;

•a decline in economic activity or supply chain disruptions caused by geopolitical changes, trade polices,policies, tariffs or related government actions;

Terreno Realty Corporation (“Terreno”, and together with its subsidiaries, “we”, “us”, “our”, “our Company”, or “the Company”) acquires, owns and operates industrial real estate in six major coastal U.S. markets: New York City/Northern New Jersey, Los Angeles, Miami, San Francisco Bay Area, Seattle, and Washington, D.C. We invest in several types of industrial real estate, including warehouse/distribution (approximately 80.5%80.1% of our total annualized base rent as of MarchJune 31,30, 2026), flex (including light industrial and research and development, or R&D) (approximately 3.0%4.1%), transshipment (approximately 6.3%) and improved land (approximately 10.2%9.5%). We target functional properties in infill locations that may be shared by multiple tenants and that cater to customer demand within the various submarkets in which we operate. Infill locations are geographic locations surrounded by high concentrations of already developed land and existing buildings. As of MarchJune 31,30, 2026, we owned a total of 310316 buildings (including twoone buildingsbuilding held for sale) aggregating approximately 19.920.6 million square feet, 46 improved land parcels consisting of approximately 147.0 acres and fivefour properties under development or redevelopment. As of MarchJune 31,30, 2026, our buildings and improved land parcels were approximately 96.3%97.6% and 96.6%93.3% leased, respectively, to 681697 customers, the largest of which accounted for approximately 4.8%5.3% of our total annualized base rent. See “Item 1 – Our Investment Strategy – Industrial Facility General Characteristics” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a general description of these types of industrial real estate.

The following table summarizes by type our investments in real estate as of MarchJune 31,30, 2026:

1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of MarchJune 31,30, 2026, multiplied by 12.

The following table summarizes by market our investments in real estate as of MarchJune 31,30, 2026:

1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of MarchJune 31,30, 2026, multiplied by 12.

2Weighted average remaining lease term is calculated by summing the remaining lease term of each lease as of MarchJune 31,30, 2026, weighted by the respective square footage.

3Includes fivefour properties under development or redevelopment that, upon completion, will consist of fivefour buildings aggregating approximately 0.90.7 million square feet and twoone buildingsbuilding held for sale with a gross book value of approximately $23.4$3.7 million.

As of MarchJune 31,30, 2026, we owned fivefour properties under development or redevelopment that, upon completion, will consist of fivefour buildings aggregating approximately 0.90.7 million square feet, with a total expected investment of approximately $323.8$268.5 million, including redevelopment costs, capitalized interest and other costs.

The following table summarizes our capital expenditures incurred during the three and six months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

2Includes a net increase in accrued capital expenditures for the operating portfolio of approximately $6.5$13.5 million during the three months ended MarchJune 31,30, 2026 and a net decreaseincrease of approximately $8.2$2.7 million during the three months ended MarchJune 31,30, 2025.

4Includes3Includes a net increase in accrued capital expenditures for propertiesthe underoperating development and redevelopmentportfolio of approximately $10.7$20.0 million during the threesix months ended MarchJune 31,30, 2026 and a net decrease of approximately $7.4$5.5 million during the threesix months ended MarchJune 31,30, 2025.

Our top 20 customers based on annualized base rent as of MarchJune 31,30, 2026 are as follows:

1Annualized base rent is calculated as contractual monthly base rent per the leases, excluding any partial or full rent abatements, as of MarchJune 31,30, 2026, multiplied by 12.

2Total annualized base rent is calculated as contractual monthly base rent per the leases, for all buildings and improved land parcels, excluding any partial or full rent abatements, as of MarchJune 31,30, 2026, multiplied by 12.

The following tables summarize the anticipated lease expirations for leases in place as of MarchJune 31,30, 2026, without giving effect to the exercise of unexercised renewal options or termination rights, if any, at or prior to the scheduled expirations:

1Includes leases that expire on or after MarchJune 31,30, 2026 and month-to-month leases totaling approximately 52,45854,439 square feet. Approximately 1.11.2 million square feet of the space expiring during 2026 has either been renewed or pre-leased as of MarchJune 31,30, 2026.

2Annualized base rent is calculated as contractual monthly base rent per the leases at expiration, excluding any partial or full rent abatements, as of MarchJune 31,30, 2026, multiplied by 12.

3Total annualized base rent is calculated as contractual monthly base rent per the leases at expiration, for all buildings and/or improved land parcels, excluding any partial or full rent abatements, as of MarchJune 31,30, 2026, multiplied by 12.

4Includes leases that expire on or after MarchJune 31,30, 2026.

5Includes leases that expire on or after MarchJune 31,30, 2026 and month-to-month leases disclosed in footnotes 1 and 4 of the table.

Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. As of MarchJune 31,30, 2026, leases representing approximately 12.1%9.3% of the total annualized base rent of our portfolio are scheduled to expire during the remainder of the year ending December 31, 2026. We currently expect that, on average, the rental rates we are likely to achieve on new (re-leased) or renewed leases for our remaining 2026 expirations will be above the rates currently being paid for the same space. Cash rent changes on new and renewed leases totaling approximately 0.70.8 million square feet and 7.27.5 acres of improved land commencing during the three months ended MarchJune 31,30, 2026 were approximately 22.4%27.7% higher as compared to the previous rental rates for that same space, and cash rent changes on new and renewed leases totaling approximately 1.5 million square feet and 14.7 acres commencing during the six months ended June 30, 2026 were approximately 25.3% higher as compared to the previous rental rates for that same space. We had a tenant retention ratio for the operating portfolio of 72.6%55.6% and 63.2%, respectively, for the three and six months ended MarchJune 31,30, 2026. We had a tenant retention ratio for the improved land portfolio of 45.8%100.0% and 60.3%, respectively, for the three and six months ended MarchJune 31,30, 2026. We define tenant retention ratio as the square footage or acreage of all leases commenced during the period that are rented by existing tenants divided by the square footage or acreage of all expiring leases during the reporting period. The square footage or acreage of tenants that default or buy-out prior to expiration of their lease and short-term leases of less than one year are not included in the calculation.

During the three months ended MarchJune 31,30, 2026, we acquired twofour industrial properties, for a total purchase price of approximately $101.8$172.3 million. The properties were acquired from unrelated third parties using existing cash on hand and proceeds from dispositions. The following table sets forth the industrial properties we acquired during the three months ended MarchJune 31,30, 2026:

1Excludes intangible liabilities. The total aggregate initial investment was approximately $103.2$179.7 million, including $1.4$2.3 million in capitalized closing costs and acquisition costs.costs and $5.1 million in assumed intangible liabilities.

As of MarchJune 31,30, 2026, we had fivefour properties under development or redevelopment that, upon completion, will consist of fivefour buildings aggregating approximately 0.90.7 million square feet. The following table summarizes certain information with respect to the properties under development or redevelopment as of MarchJune 31,30, 2026:

During the threesix months ended MarchJune 31,30, 2026, we completed the development of onetwo property.properties. The following table summarizes certain information with respect to the development propertyproperties completed during the threesix months ended MarchJune 31,30, 2026:

1Total investment for the propertyproperties includes the initial purchase price, buyer’s due diligence and closing costs, redevelopment expenditures, capitalized interest and leasing costs necessary to achieve stabilization.

We capitalized interest associated with development, redevelopment and expansion activities of approximately $1.5$2.0 million and $1.3$1.1 million during the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively, and approximately $3.5 million and $2.4 million during the six months ended June 30, 2026 and 2025, respectively.

The following table summarizes the properties we sold during the threesix months ended MarchJune 31,30, 2026 (dollars in thousands):

The following summarizes the condensed results of operations of the properties sold during the three and six months ended MarchJune 31,30, 2026 (dollars in thousands):

We have an at-the-market equity offering program (the “$500 Million ATM Program”) pursuant to which we may issue and sell shares of itsour common stock having an aggregate offering price of up to $500.0 million (approximately $491.4$359.0 million remaining as of MarchJune 31,30, 2026) in amounts and at times to be determined by us from time to time. Prior to the implementation of the $500 Million ATM Program, we had a previous at-the-market equity offering program (the "“Previous $500 Million ATM Program"”), which was substantially utilized as of February 16, 2026 and is no longer active. Actual sales under the $500 Million ATM Program, if any, will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us. During the three and six months ended MarchJune 31,30, 2026, we issued an aggregate of 2,081,2881,992,940 sharesand 4,074,228 shares, respectively, of common stock at a weighted average offering price of $64.85$66.46 and $65.64 per shareshare, respectively, under the Previous $500 Million ATM Program and the $500 Million ATM Program, resulting in net proceeds of approximately $133.0$130.5 million and $263.5 million, respectively, and paying total compensation to the applicable sales agents of approximately $2.0$1.9 million.million and $3.9 million, respectively.

We have a share repurchase program authorizing us to repurchase up to 3,000,000 shares of our outstanding common stock from time to time through December 31, 2026. Purchases made pursuant to this program, if any, will be made in either the open market or in privately negotiated transactions as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. As of MarchJune 31,30, 2026, we had not repurchased any shares of our common stock pursuant to our share repurchase program.

On MayAugust 5,4, 2026, our Board of Directors declared a cash dividend in the amount of $0.52$0.57 per share of our common stock payable on JulyOctober 10,9, 2026 to the stockholders of record as of the close of business on JuneSeptember 26,30, 2026.

As of MayAugust 5,4, 2026, we had twofive outstanding contracts with third-party sellers to acquire twofive industrial properties for a total purchase price of approximately $24.4$89.5 million. There is no assurance that we will acquire the properties under contract because the proposed acquisitions are subject to due diligence and various closing conditions.

As of MayAugust 5,4, 2026, we had executed threeone non-binding access agreements or lettersletter of intent with a third-party sellersseller to acquire threeone industrial propertiesproperty for a total anticipated purchase price of approximately $132.1$23.1 million. In the normal course of our business, we enter into non-binding access agreements and letters of intent to purchase properties from third parties that may obligate us to make payments or perform other obligations upon the occurrence of certain events, including the execution of a purchase and sale agreement and satisfactory completion of various due diligence matters. There can be no assurance that we will enter into a purchase and sale agreement with respect to thesethis propertiesproperty or otherwise complete any such prospective purchases on the terms described or at all.

The U.S. economy experienced a significant increase in inflation rates in recent years. A wide variety of industries and sectors have been, and may continue to be, affected by increasing commodity prices. In recent years, inflation has increased construction costs, including tenant improvements and capital projects, goods and labor, and operating costs. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, leases with respect to approximately 65.6%62.3% of our total rentable square feet and improved land acreage expire within five years, which enables us to seek to replace existing leases with new leases at the then-existing market rate. Approximately 97.4% of our leased space includes fixed rental increases or Consumer Price Index-based rental increases.

The analysis of our results below for the three and six months ended MarchJune 31,30, 2026 and 2025 includes the changes attributable to same store properties. The same store pool for the comparison of the three and six months ended MarchJune 31,30, 2026 and 2025 includes all properties that were owned and in operation as of MarchJune 31,30, 2026 and since January 1, 2025 and excludes properties that were either disposed of prior to, held for sale to a third party or in development or redevelopment as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, the same store pool consisted of 280 buildings aggregating approximately 17.5 million square feet representing approximately 87.8%85.1% of our total square feet owned and 44 improved land parcels consisting of approximately 146.4 acres representing approximately 99.6% of our total acreage owned. As of MarchJune 31,30, 2026, the non-same store properties, which we acquired, developed or redeveloped, or sold during 2026 and 2025 or which were held for sale or in development or redevelopment as of MarchJune 31,30, 2026, consisted of 3036 buildings aggregating approximately 2.43.1 million square feet, two improved land parcels consisting of approximately 0.6 acres and fivefour properties under development or redevelopment. As of MarchJune 31,30, 2026 and 2025, our consolidated same store pool occupancy was approximately 97.6%97.8% and 96.4%,97.7%, respectively.

Comparison of the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025:

2Includes 2026 and 2025 acquisitions and dispositions, two improved land parcels, fivefour properties under development or redevelopment and twoone buildingsbuilding held for sale as of MarchJune 31,30, 2026.

Revenues. Total revenues increased approximately $14.0$12.5 million for the three months ended MarchJune 31,30, 2026 compared to the same period from the prior year due primarily to increased revenue on new and renewed leases during 2026 and 2025 and property acquisitions during 2025. The increase in total revenues was partially offset by property dispositions during 2026 and a decrease in occupancy compared to the same period from the prior year.2026. Cash rents on new and renewed leases totaling approximately 0.70.8 million square feet and 7.27.5 acres of improved land commencing during the three months ended MarchJune 31,30, 2026 increased approximately 22.4%27.7% compared to the previous rental rates. For the three months ended MarchJune 31,30, 2026 and 2025, approximately $5.8$5.7 million and $3.5$3.0 million, respectively, was recorded in straight-line rental revenues related to contractual rent abatements given to certain tenants and approximately $0.4$0.5 million and $0.2$0.5 million, respectively, was recorded in lease termination revenue.

Property operating expenses. Total property operating expenses increased approximately $3.0$1.7 million during the three months ended MarchJune 31,30, 2026 compared to the same period from the prior year. The increase in total property operating expenses was primarily due to an increase of approximately $2.3$1.4 million attributable to property acquisitions during 2025 as well as increases in real estate taxes. The increase in total property operating expenses was partially offset by property dispositions during 2026.2026 as well as decreases in insurance premiums.

Depreciation and amortization. Depreciation and amortization increased approximately $2.6$1.1 million during the three months ended MarchJune 31,30, 2026 compared to the same period from the prior year primarily due to property acquisitions during 2026 and 2025, partially offset by property dispositions during 2026 and 2025.

General and administrative expenses. General and administrative expenses increased approximately $0.7$1.5 million during the three months ended MarchJune 31,30, 2026 compared to the same period from the prior year primarily due to increased compensation expenses, including increased restricted stock amortization and LTIP expense,amortization, and an increase in salaries compared to the same period from the prior year.

Interest and other income. Interest and other income decreased approximately $0.7$0.2 million for the three months ended MarchJune 31,30, 2026 compared to the same period from the prior year primarily due to lower cash and cash equivalent balances and lower interest rates on those balances.

Interest expense, including amortization. Interest expense increased approximately $1.1$1.3 million for the three months ended MarchJune 31,30, 2026 compared to the same period from the prior year. This was primarily due to higher outstanding debt during the three months ended MarchJune 31,30, 2026 compared to the same period from the prior year.

Gain on sales of real estate investments. Gain on sales of real estate investments increaseddecreased approximately $15.4$42.6 million for the three months ended MarchJune 31,30, 2026 compared to the same period from the prior year. We recognized an aggregate gain of approximately $27.2$12.0 million from the sale of one property during the three months ended June 30, 2026 compared to an aggregate gain of approximately $54.6 million from the sale of two properties during the three months ended MarchJune 31, 2026 compared to an aggregate gain of approximately $11.8 million from the sale of two properties during the three months ended March 31,30, 2025.