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Item 2 — Management's Discussion and Analysis
Modiv Industrial, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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You should read the following discussion and analysis of our financial condition, results of operations and cash flows together with the accompanying unaudited condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2026.
Management’s discussion and analysis of financial condition and results of operations are based upon our accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend that such forward-looking statements be subject to the safe harbor provisions created thereby. For this purpose, any statements made that are not historical or current facts may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “anticipates,” “believes,” “seeks,” “estimates,” “expects,” “intends,” “continue,” “can,” “may,” “plans,” “potential,” “projects,” “should,” “could,” “will,” “would” or similar expressions are intended to identify forward-looking statements. Such statements include, but are not limited to, any statements about the timing and completion of the proposed Merger (as defined below), our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods.
The forward-looking statements included herein represent our management’s current expectations and assumptions based on information available as of the date of this report. These statements involve numerous known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Readers should carefully review these risks, as well as the additional risks described in other documents we file from time to time with the SEC, including the risks and uncertainties described in Item 1A., Risk Factors, of this Quarterly Report on Form 10-Q and Item IA., Risk Factors, of our Annual Report on Form 10-K. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information, which speak only as of the date of this report.
New risks and uncertainties emerge from time-to-time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual future results to be materially different from those expressed or implied by any forward-looking statements.
Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Overview
We are a Maryland corporation with issued and outstanding stock consisting of 7.375% Series A cumulative redeemable perpetual preferred stock (“Series A Preferred Stock”), listed on the NYSE under the symbol “MDV.PA,” and Class C common stock (“Class C Common Stock”), $0.001 par value per share, listed on the NYSE under the symbol “MDV.” We currently own and manage single-tenant net-lease properties throughout the United States, which are primarily, but not exclusively, industrial properties. We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2016. We believe that we have operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes. Since December 31, 2019, we have been internally managed.
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The Company
We primarily generate revenues by leasing properties to industrial manufacturing tenants pursuant to net leases. As of June 30, 2026, our real estate investment portfolio consisted of 40 properties as further described below. The net book value of our real estate investments as of June 30, 2026 was $435.8 million.
Details of our diversified portfolio of 40 operating properties as of June 30, 2026 are as follows:
• Annual base rent (“ABR”) aggregating $39.1 million, which is calculated based on the next 12 months of contractual monthly base rent as of June 30, 2026;
• 37 industrial properties, which represent approximately 82% of the portfolio (expressed as a percentage of ABR), and three non-core properties which represent approximately 18% of the portfolio by ABR;
•Occupancy rate of 99% based on square footage;
• Located in 14 states;
• Leased to 26 different commercial tenants doing business in 12 separate industries;
• Approximately 4.2 million square feet of aggregate leasable space;
• An average leasable space per property of approximately 105,000 square feet (approximately 108,000 square feet per industrial property and approximately 68,000 square feet per non-core property); and
• Outstanding mortgage notes payable balance of $23.8 million for two properties and a credit facility term loan balance of $250.0 million.
During the three months ended June 30, 2026, we completed the sale of our industrial property in Melbourne, Florida leased to Northrop Grumman for $18.7 million.
Agreement and Plan of Merger with Global Net Lease, Inc.
On May 3, 2026, we and Modiv Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Global Net Lease, Inc. (“GNL”), GNL Motion Merger Sub, LLC (“GNL Merger Sub”), Global Net Lease Operating Partnership, L.P. (the “GNL Operating Partnership”) and GNL Motion OpCo Merger Sub, LLC (“Opco Merger Sub”). Under the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions, the Company will merge with and into GNL Merger Sub with GNL Merger Sub being the surviving entity (such merger transaction, the “Company Merger”) and OpCo Merger Sub will merge with and into the Operating Partnership with the Operating Partnership being the surviving entity (such merger transaction, the “OpCo Merger” and, together with the Company Merger, the “Merger”).
Under the terms of the Merger Agreement, holders of Class C Common Stock and units of limited partnership interest (the “OP Units”) in the Operating Partnership will have the right to receive 1.975 shares of common stock, par value $0.01 per share, of GNL (the “GNL Common Stock”) or units of limited partnership interest in the GNL Operating Partnership designated as OP Units (as defined in the agreement of limited partnership of GNL Operating Partnership, “GNL OP Units”), plus the right to receive cash in lieu of any fractional shares of GNL Common Stock or GNL OP Units, as applicable, and holders of Series A Preferred Stock will have the right to receive $25.00 in cash, plus any accrued and unpaid dividends. Following the closing of the Merger, our Class C Common Stock and Series A Preferred Stock will be delisted from the NYSE and deregistered under the Exchange Act. The Merger Agreement and the transactions contemplated thereby were unanimously approved by our board of directors. The Merger is expected to close in mid-August of 2026, subject to customary closing conditions. On August 10, 2026, the Company held a special meeting of its stockholders, at which the Company’s stockholders approved the Merger and the other transactions contemplated by the Merger Agreement.
Additional information regarding the Merger included in the Company’s definitive proxy statement filed with the SEC on June 24, 2026.
Liquidity and Capital Resources
With cash and cash equivalents of $21.6 million as of June 30, 2026, our cash requirements for mandatory principal payments on our debt, capital expenditures and merger costs will be funded by available cash on hand. Although we have $30.0 million of borrowing capacity available under our Credit Facility as of August 11, 2026, we do not intend to make any additional
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property acquisitions in light of the pending Merger, which is expected to close in mid-August 2026, subject to customary closing conditions.
We expect that our cash requirements for operating and interest expenses, dividends on our Series A Preferred Stock and distributions on our Class C Common Stock and OP Units will be funded by internally generated funds. We expect to have adequate liquidity to meet our cash requirements for the next 12 months and beyond.
ATM Offering
During the three and six months ended June 30, 2026, we sold no shares of Class C Common Stock in the ATM Offering. From November 15, 2023 through June 30, 2026, an aggregate of 819,700 shares have been sold in the ATM Offering at an average price of $15.95 per share for aggregate net proceeds of $11.3 million after legal, accounting, investor relations and other offering costs of $1.4 million. As of June 30, 2026, we had $36.9 million of shares of Class C Common Stock available for future issuance under the ATM Offering. No shares of Class C Common Stock were sold in the ATM Offering subsequent to June 30, 2026.
Credit Facility and Mortgages
Our Operating Partnership entered into an agreement for a line of credit (the “Credit Agreement”) on January 18, 2022 with KeyBank and the other lending institutions party thereto (the “Lenders”), with KeyBank acting as agent for the Lenders (in such capacity, the “Agent”). The Credit Agreement currently provides a $280.0 million line of credit comprised of a $30.0 million revolving line of credit (“Revolver”), and a $250.0 million term loan (“Term Loan” and together with the Revolver, the “Credit Facility”), as further described in Note 5 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. The Credit Facility is available for general corporate purposes, including, but not limited to, acquisitions, repayment of existing indebtedness, and capital expenditures.
On January 16, 2026, we entered into an agreement with the Lenders to amend the Credit Agreement to (i) extend the maturity date of the credit facility eighteen months to July 18, 2028, (ii) remove the 10 basis point SOFR Adjustment and (iii) allow repurchases of shares of the Series A Preferred Stock, by amending certain distribution covenants so long as such repurchases are funded by proceeds from the issuance of preferred or common stock or asset sales, in each case, occurring within the trailing twelve month period of such repurchase.
The Credit Facility is priced on a leverage-based grid that fluctuates based on our actual leverage ratio at the end of the prior quarter. With our leverage ratio of 45.7% as of June 30, 2026, the spread over SOFR was 170 basis points and the interest rate on the Term Loan was 5.3250% as of June 30, 2026. We also pay an annual unused fee of up to 25 basis points on the Revolver, depending on the daily amount of the unused commitment, and incurred an immaterial amount of unused fees for each of the three and six months ended June 30, 2026 and 2025.
In January 2026, we entered into three new swap agreements, effective December 31, 2025, for $83.3 million each, for an aggregate of $250.0 million, corresponding to the Term Loan, which will fix SOFR for the year ending December 31, 2026 to 2.45%, resulting in a fixed rate of 4.15% based on our leverage ratio of 45.7% as of June 30, 2026. We paid aggregate premiums of $2.7 million, including accrued interest receivable of $0.1 million, to buy down the fixed rate below the prevailing market rate. The buydown premium is a derivative that is recorded as an asset on our balance sheet and amortized over the 12 months ending December 31, 2026, increasing interest expense by approximately $0.6 million per quarter. We designated these pay-fixed, receive-floating interest rate swaps as cash flow hedges, which are expected to be effective through December 31, 2026.
As of June 30, 2026 the outstanding principal balance of our mortgage notes payable secured by two properties was $23.8 million. As of June 30, 2026, the Term Loan outstanding principal balance was $250.0 million and there was no outstanding balance on the Revolver.
The Credit Facility includes customary representations, warranties and covenants. The Credit Facility is secured by a pledge of all of the Operating Partnership’s equity interests in certain of the single-purpose, property-owning entities (the “Subsidiary Guarantors”) that are indirectly owned by us, and various cash collateral owned by the Operating Partnership and the Subsidiary Guarantors. In connection with the Credit Facility, we and each of our Subsidiary Guarantors entered into an Unconditional Guaranty of Payment and Performance in favor of the Agent, pursuant to which we and each of our Subsidiary Guarantors agreed to guarantee the full and prompt payment of the Operating Partnership’s obligations under the Credit Agreement.
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Compliance with All Debt Agreements
Pursuant to the terms of our Credit Facility and our mortgage notes payable secured by certain of our properties, we and/or our subsidiary borrowers are subject to certain financial loan covenants. We and/or our subsidiary borrowers were in compliance with such financial loan covenants as of June 30, 2026.
Acquisitions and Dispositions of Real Estate Investments
Acquisitions
On January 16, 2026, we acquired the 27.3% remaining TIC interest for $9.6 million in the Santa Clara, California property leased to Fujifilm Dimatix, Inc. (the “Santa Clara Property”) and assumed the $12.0 million mortgage note payable secured by the Santa Clara, Property giving us 100% ownership and control of the Santa Clara Property. The Santa Clara Property has leasable area of 94,101 square feet and is subject to existing leases that expire on March 16, 2036, with 3.0% annual rent escalations.
In evaluating potential property acquisitions, including the determination of an appropriate purchase price to be paid for the properties, we considered a variety of factors, including the condition and financial performance of the properties, the terms of the existing leases and the creditworthiness of the tenants, property location, visibility and access, age of the properties, physical condition and curb appeal, neighboring property uses, local market conditions, including vacancy rates, area demographics, including trade area population and average household income and neighborhood growth patterns and economic conditions.
Dispositions
On May 21, 2026, we completed the sale of our industrial property in Melbourne, Florida leased to Northrop Grumman for $18.7 million. On March 30, 2026, we completed the sale of our vacant industrial property located in Saint Paul, Minnesota for $4.1 million.
Capital Expenditures and Tenant Improvements
Other than as discussed below, we do not have plans to incur any significant costs to renovate, improve or develop our properties. We believe that our properties are adequately insured. Pursuant to our lease agreements, as of June 30, 2026, we had obligations to reimburse $0.7 million for future tenant improvements expected to be incurred by tenants. We expect that the related improvements will be completed during the next 12 months and will be funded from cash on hand and operating cash flow.
In addition, we have identified approximately $0.3 million of capital expenditures that are expected to be completed in the next 12 months which are not recoverable from tenants with double-net leases. These improvements will be funded from cash on hand or operating cash flows. More information on our properties and investments can be found in Note 3 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Cash Flow Summary
The following table summarizes our cash flow activity for the six months ended June 30, 2026 and 2025 (in thousands):
Six Months Ended June 30,
2026 2025
Net cash provided by operating activities $ 7,582 $ 6,988
Net cash provided by investing activities $ 10,570 $ 288
Net cash used in financing activities $ (10,907) $ (12,992)
Cash Flows from Operating Activities
The increase in cash provided by operating activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is due to a decrease in Credit Facility interest expense, of $1.0 million, excluding derivative cash settlements received since they are included in cash provided by investing activities, and reduced general and administrative expenses, of $0.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, partially offset by $1.0 million of merger related costs paid during the six months ended June 30, 2026.
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Cash Flows from Investing Activities
The increase in net cash provided by investing activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily reflects the disposition of two properties for net proceeds of $21.8 million, excluding a $0.3 million deposit received during the year ended December 31, 2025, during the six months ended June 30, 2026, as compared to the disposition of one property for net proceeds of $2.3 million during the six months ended June 30, 2025. The increase was partially offset by the acquisition of the 27.3% remaining TIC interest in the Santa Clara Property for $9.6 million during the six months ended June 30, 2026, compared to the acquisition of one property during the six months ended June 30, 2025 funded primarily by issuing Class C OP Units and by lower swap buydown premiums paid by the Company.
Cash Flows from Financing Activities
The decrease in net cash used in financing activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is primarily due to the repurchase of Series A Preferred Stock for $6.5 million during the six months ended June 30, 2025, as compared to $0.6 million during the six months ended June 30, 2026. The decrease was partially offset by a decrease in proceeds from the issuance of common stock, deferred financing costs paid related to the amendment to the Credit Facility, and an increase in distributions paid to common stockholders and OP Unit holders during the six months ended June 30, 2026.
Funds from Operations and Adjusted Funds from Operations
In order to provide a more complete understanding of the operating performance of a REIT, the National Association of Real Estate Investment Trusts (“Nareit”) promulgated a measure known as Funds from Operations (“FFO”). FFO is defined as net income or loss computed in accordance with GAAP, excluding gains and losses from sales of depreciable operating property, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated investments, preferred dividends and real estate impairments. Because FFO calculations adjust for such items as depreciation and amortization of real estate assets and gains and losses from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), they facilitate comparisons of operating performance between periods and between other REITs. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. It should be noted, however, that other REITs may not define FFO in accordance with the current Nareit definition or may interpret the current Nareit definition differently than we do, making comparisons less meaningful.
Additionally, we use Adjusted Funds from Operations (“AFFO”) as a non-GAAP financial measure to evaluate our operating performance. AFFO excludes non-routine and certain non-cash items such as stock-based compensation, amortization of deferred rent, amortization of below/above market lease intangibles, merger costs, proceeds from the settlement of property-related insurance claims, amortization of deferred financing costs, gain or loss from the extinguishment of debt, unrealized gains (losses) on derivative instruments, amortization of off-market interest rate derivatives and reduction for accrued interest, and write-offs of due diligence expenses for abandoned pursuits. We also believe that AFFO is a recognized measure of sustainable operating performance in the REIT industry. Further, we believe AFFO is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies. Management believes that AFFO is a beneficial indicator of our ongoing portfolio performance. More specifically, AFFO isolates the financial results of our operations. AFFO, however, is not considered an appropriate measure of historical earnings as it excludes certain significant costs that are otherwise included in reported earnings. Further, since the measure is based on historical financial information, AFFO for the period presented may not be indicative of future results. By providing FFO and AFFO, we present information that assists investors in aligning their analysis with management’s analysis of long-term operating activities.
For all of these reasons, we believe the non-GAAP measures of FFO and AFFO, in addition to income or loss from operations, net income or loss and cash flows from operating activities, as defined by GAAP, are helpful supplemental performance measures and useful to investors in evaluating the performance of our real estate portfolio. AFFO is useful in assisting management and investors in assessing our ongoing ability to generate cash flow from operations and continue as a going concern in future operating periods. However, a material limitation associated with FFO and AFFO is that they are not indicative of our cash available to fund distributions since other uses of cash, such as capital expenditures at our properties and principal payments of debt, are not deducted when calculating FFO and AFFO. Therefore, FFO and AFFO should not be viewed as a more prominent measure of performance than income or loss from operations, net income (loss) or cash flows from operating activities and each should be reviewed in connection with GAAP measurements.
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Neither the SEC, Nareit, nor any other applicable body has opined on the acceptability of the adjustments contemplated to adjust FFO in order to calculate AFFO and its use as a non-GAAP performance measure. In the future, the SEC or Nareit may decide to standardize the allowable exclusions across the REIT industry, and we may have to adjust the calculation and characterization of this non-GAAP measure.
The following are the calculations of FFO and AFFO for the three and six months ended June 30, 2026 and 2025 (in thousands, except shares outstanding and per share data):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) (in accordance with GAAP) $ 6,485 $ (2,633) $ 6,190 $ (1,804)
Preferred stock dividends (773) (796) (1,548) (1,623)
Net income (loss) attributable to common stockholders and OP Unit holders 5,712 (3,429) 4,642 (3,427)
FFO adjustments:
Depreciation and amortization of real estate properties 3,646 3,828 7,364 7,646
Depreciation and amortization for unconsolidated investment in a real estate property — 189 35 378
Impairment of real estate investment property — 4,000 — 4,000
Gain on sale of real estate investments, net (7,542) — (7,542) (84)
FFO attributable to common stockholders and OP Unit holders 1,816 4,588 4,499 8,513
AFFO adjustments:
Stock compensation expense 744 810 1,548 1,294
Amortization of deferred financing costs and fair value adjustment of assumed mortgage note payable 88 158 177 315
Amortization of deferred rents (1,253) (1,269) (2,539) (2,572)
Amortization of unrealized holding gain, net of unrealized loss on non-designated or ineffective interest rate derivative instruments (253) (253) (503) (503)
Amortization of off-market interest rate derivatives and reduction for accrued interest 653 1,034 1,331 2,109
Loss on extinguishment of debt — — 1,145 —
Amortization of (below) above market lease intangibles, net (218) (212) (436) (424)
Merger costs 2,838 — 3,403 —
Loss on other investments 172 — 172 —
Other adjustments for unconsolidated investment in a real estate property — (78) (92) (42)
AFFO attributable to common stockholders and OP Unit holders $ 4,587 $ 4,778 $ 8,705 $ 8,690
Weighted Average Shares/Units Outstanding:
Fully diluted (1) 12,812,041 12,612,092 12,806,831 12,229,385
FFO Per Share/Unit:
Fully diluted $ 0.14 $ 0.36 $ 0.35 $ 0.70
AFFO Per Share/Unit:
Fully diluted $ 0.36 $ 0.38 $ 0.68 $ 0.71
(1) Fully diluted shares/units outstanding includes the weighted average dilutive effect of 1,593,328 Class C OP Units and 895,043 Class X OP Units for the three and six months ended June 30, 2026 and the three months ended June 30, 2025, and 1,469,750 Class C OP Units and 710,875 Class X OP Units for the six months ended June 30, 2025. Class X OP Units were excluded from the weighted average shares/units outstanding in calculating earnings (loss) per share for the each of the three months ended June 30, 2025 and the each of the six months ended June 30, 2026 and 2025 in the unaudited consolidated statements of operations since they were anti-dilutive.
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Property Portfolio Information
Following the issuance of our publicly listed Series A Preferred Stock in September 2021, we began to significantly transform our portfolio in furtherance of our strategic plan to reduce our exposure to office properties and increase our WALT. The following is a summary of how we have transformed the composition of our real estate portfolio over time, resulting in a majority of our ABR produced by industrial properties, including the TIC Interest, as shown and described below.
The following is a breakdown of our ABR by property type as of June 30, 2026 and December 31, 2025, 2024, 2023, 2022 and 2021.
December 31, June 30,
2021 2022 2023 2024 2025 2026
Industrial core 41 % 59 % 76 % 78 % 82 % 82 %
Non-core 59 % 41 % 24 % 22 % 18 % 18 %
Since the public listing of our Class C Common Stock in February 2022, we have repositioned the composition of our portfolio toward a primary focus of industrial assets, specifically those supporting domestic manufacturing. The implementation of this recycling incorporated both the reduction of our non-core properties and the active acquisition of industrial manufacturing properties. We define legacy assets as those that were acquired by different management teams utilizing different investment objectives and underwriting criteria.
The following is a breakdown of our revenue by property type for the six months ended June 30, 2026 (in thousands):
Industrial Core Non-Core (1) Total
Rental $ 19,413 $ 3,973 $ 23,386
Other property $ 11 $ — $ 11
The following is a breakdown of our assets by property type as of June 30, 2026 (in thousands):
Industrial Core Non-Core (1)
Total investments in real estate property $ 402,454 $ 108,435
Accumulated depreciation and amortization (62,126) (12,954)
Total real estate investments, net $ 340,328 $ 95,481
Tenant deferred rent and other receivables $ 19,249 $ 6,538
Above-market lease intangibles, net $ 1,142 $ —
(1) Non-core properties include the following:
(i) our non-core acquisition of a leading KIA retail property located in a prime location in Los Angeles County acquired in January 2022, which was structured as an OP Unit transaction resulting in a favorable equity issuance of $32.8 million represented by 1,312,382 Class C OP Units at a cost basis of $25 per share. We repurchased 656,191 of those units and 123,809 shares of Class C Common Stock from an affiliate of the seller at $14.80 per share on August 1, 2024;
(ii) our 12-year lease with OES executed in January 2023 for one of our legacy assets located in Rancho Cordova, California that includes a purchase option which OES may exercise until December 31, 2026; and
(iii) one legacy office property formerly leased to Solar Turbines in San Diego, California.
We have two mortgages secured by two industrial core properties. The equity of each special purpose subsidiary that owns our other properties is pledged as collateral under our Credit Facility or the properties are unencumbered. See details of mortgage debt in Note 5 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
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Results of Operations
As of June 30, 2026, we owned 40 operating properties, including the TIC Interest. We acquired the 27.3% remaining TIC interest in the Santa Clara Property in January 2026 and one operating property in March 2025. We sold one industrial property in May 2026 and one vacant industrial property in March 2026 and two properties (one non-core and one industrial) during 2025.
Our results of operations for the three and six months ended June 30, 2026, may not be comparable to those expected for the remainder of 2026 or in future periods.
Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025
Rental Revenue
Rental revenue remained constant at $11.7 million for three months ended June 30, 2026 and 2025, including tenant reimbursements of $0.4 million and $0.5 million, respectively. Rental revenue increased $0.9 million due to the acquisition of the 27.3% remaining TIC interest in the Santa Clara Property in January 2026 and contractual rent increases, offset by $1.1 million decrease due to the expirations of the lease with Costco Wholesale Corporations (“Costco”) in July 2025 (the property was sold in December 2025) and the Solar Turbines lease in September 2025 and the sale of our industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026.
General and Administrative
General and administrative expenses remained constant at $1.2 million for the three months ended June 30, 2026 and 2025.
Stock Compensation
Stock compensation expense remained relatively constant at $0.7 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively. Pursuant to the Merger Agreement, amounts previously paid to the members of our board of directors for services rendered by issuing shares of Class C Common Stock to them are now payable in cash. The cash payments are included in general and administrative expenses.
Depreciation and Amortization
Depreciation and amortization expense remained relatively constant at $3.6 million and $3.8 million for the three months ended June 30, 2026 and 2025, respectively. The purchase price of properties acquired is allocated to tangible assets, identifiable intangibles and assumed liabilities, if any, and depreciated or amortized over their estimated useful lives. The decrease of $0.2 million, or 5%, period-over-period was primarily due to the sale of the industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026 and no longer recognizing depreciation and amortization expense for the real estate investments of the vacant industrial property located in Saint Paul, Minnesota upon classifying the property as held for sale as of September 30, 2025, offset by depreciation and amortization of real estate investments of the Santa Clara Property consolidated in January 2026.
Property Expenses
Property expenses remained constant at $0.8 million for the three months ended June 30, 2026 and 2025. These expenses primarily relate to property taxes and repairs and maintenance expenses, the majority of which are reimbursed by tenants and included in rental income.
Merger Costs
During the three months ended June 30, 2026, we incurred $2.8 million of costs related to the Merger as discussed above. No such costs were incurred during the three months ended June 30, 2025.
Impairment of real estate investment property
We recorded an impairment charge of $4.0 million related to our property and equipment located in Saint Paul, Minnesota during the three months ended June 30, 2025. We determined that an impairment charge was required based on current market conditions and represented the excess of the assets' carrying value over the assets’ estimated sale price less estimated selling costs. No impairment charges were recorded during the three months ended June 30, 2026.
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Gain on Sale of Real Estate Investments, Net
The gain on sale of real estate investments of $7.5 million for the three months ended June 30, 2026 related to the sale of the industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026. No such gains were recorded during the three months ended June 30, 2025.
Other (Expense) Income
Other expense was $3.5 million and $3.8 million for the three months ended June 30, 2026 and 2025, respectively. The decrease was primarily due to a decrease in interest expense, net of unrealized gain on interest rate swaps and derivative settlements. The decrease in interest expense, net of unrealized gain on interest rate swaps and derivative settlements was primarily due to a decrease in amortization of off-market interest rate derivatives, as we paid an aggregate of $2.7 million of swap buydown premiums in 2026, compared to $4.2 million in 2025. In addition, the interest rate on the Term Loan was fixed at 4.15% during the three months ended June 30, 2026, as compared to 4.25% during the three months ended June 30, 2025. See Notes 5 and 6 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the amendment to the Credit Agreement and off-market interest rate derivatives. This was partially offset by a decrease in income from unconsolidated investment in a real estate property due to the consolidation of the Santa Clara Property in January 2026.
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
Rental Revenue
Rental revenue was $23.4 million and $23.5 million for the six months ended June 30, 2026 and 2025, respectively, which included tenant reimbursements of $0.9 million and $1.0 million, respectively. Rental revenue decreased $2.0 million due to the expirations of the lease with Costco in July 2025 (the property was sold in December 2025) and the Solar Turbines lease in September 2025, the sale of the industrial property located in Endicott, New York in February 2025 and the sale of an industrial property located in Melbourne, Florida in May 2026, offset by a $1.7 million increase due to the acquisition of an industrial property in March 2025 and acquisition of the 27.3% remaining TIC interest in the Santa Clara Property in January 2026 and contractual rent increases.
General and Administrative
General and administrative expenses were $2.7 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively. The decrease of $0.5 million, or 15%, was primarily due to our reduced headcount from 12 employees to nine employees in April 2025, our CEO no longer receiving a salary effective April 1, 2025 in connection with his grant of Class X OP Units, which vest over five years, and decreases in professional services and insurance expenses, partially offset by $0.2 million in non-recurring separation pay during the six months ended June 30, 2025 .
Stock Compensation
Stock compensation expense was $1.5 million and $1.3 million for the six months ended June 30, 2026 and 2025, respectively. The increase of $0.2 million, or 20%, compared to 2025 was due to the Class X OP Units awarded in the first quarter of 2025, as described in Note 10 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, partially offset by amounts previously paid to the members of our board of directors for services rendered by issuing shares of Class C Common Stock to them are now payable in cash pursuant to the Merger Agreement.
Depreciation and Amortization
Depreciation and amortization expense was $7.4 million and $7.6 million for the six months ended June 30, 2026 and 2025, respectively. The purchase price of properties acquired is allocated to tangible assets, identifiable intangibles and assumed liabilities, if any, and depreciated or amortized over their estimated useful lives. The decrease of $0.2 million, or 4%, period-over-period was primarily due to the sales of the industrial property located in Endicott, New York in February 2025 and the industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026, and no longer recognizing depreciation and amortization expense for the real estate investments of the vacant industrial property located in Saint Paul, Minnesota upon classifying the property as held for sale as of September 30, 2025, offset by depreciation and amortization of real estate investments of the industrial property acquired in March 2025 and the consolidation of the Santa Clara Property in January 2026.
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Property Expenses
Property expenses remained constant at $1.7 million for the six months ended June 30, 2026 and 2025. These expenses primarily relate to property taxes and repairs and maintenance expenses, the majority of which are reimbursed by tenants and included in rental income.
Merger Costs
During the six months ended June 30, 2026, we incurred $3.4 million of costs related to the Merger as discussed above. No such costs were incurred during the six months ended June 30, 2025.
Impairment of real estate investment property
We recorded an impairment charge of $4.0 million related to our property and equipment located in Saint Paul, Minnesota during the six months ended June 30, 2025. We determined that an impairment charge was required based on current market conditions and represented the excess of the assets' carrying value over the assets’ estimated sale price less estimated selling costs. No impairment charges were recorded during the six months ended June 30, 2026.
Gain on Sale of Real Estate Investments, Net
The gain on sale of real estate investments of $7.5 million for the six months ended June 30, 2026 related to the sale of the industrial property in Melbourne, Florida leased to Northrop Grumman in May 2026. The gain on sale of real estate investments of $0.1 million for the six months ended June 30, 2025 related to the sale of the industrial property located in Endicott, New York.
Other (Expense) Income
Other expense was $8.0 million and $7.7 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to a $1.1 million loss on extinguishment of debt related to the January 16, 2026 amendment to the Credit Agreement, and a decrease in income from unconsolidated investment in a real estate property due to the consolidation of the Santa Clara Property in January 2026, which were partially offset by a decrease in interest expense, net of unrealized gain on interest rate swaps and derivative settlements. The decrease in interest expense, net of unrealized gain on interest rate swaps and derivative settlements was primarily due to a decrease in amortization of off-market interest rate derivatives, as we paid an aggregate of $2.7 million of swap buydown premiums during the six months ended June 30, 2026, compared to $4.2 million during the six months ended June 30, 2025. In addition, the interest rate on the Term Loan was fixed at 4.15% during the six months ended June 30, 2026, as compared to 4.25% during the six months ended June 30, 2025. See Notes 5 and 6 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the amendment to the Credit Agreement and off-market interest rate derivatives.
Dividends and Distributions
Preferred Dividends
On March 17, 2026, our board of directors declared Series A Preferred Stock dividends payable of $0.8 million for the first quarter of 2026, which were paid on April 15, 2026. On May 7, 2026, our board of directors declared Series A Preferred Stock dividends payable of $0.8 million for the second quarter of 2026, which were paid on July 15, 2026.
Common Stock and OP Units Distributions
We have historically paid distributions on a monthly basis, and we paid our first distribution on August 10, 2016. The distribution rate is determined by the board of directors based on our financial condition and such other factors as the board of directors deems relevant. The board of directors has not pre-established a percentage range of return for distributions to stockholders. We have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders other than as necessary to meet REIT qualification requirements.
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Distributions generally are declared during the beginning of a quarter and paid based on a month end record date and a monthly rate per share. The cash distribution rate details are as follows for the distribution periods from January 2026 to August 2026:
Distribution Period Amount Per Share and Unit Per Month Declaration Date Payment Date
2026:
January 1-31 $ 0.100000 January 16, 2026 February 13, 2026
February 1-28 $ 0.100000 January 16, 2026 March 13, 2026
March 1-31 $ 0.100000 January 16, 2026 April 15, 2026
April 1- 30 $ 0.100000 March 17, 2026 May 15, 2026
May 1-31 $ 0.100000 March 17, 2026 June 15, 2026
June 1- 30 $ 0.100000 March 17, 2026 July 15, 2026
July 1-31 $ 0.100000 June 10, 2026 August 10, 2026
August 1-31 $ 0.100000 June 10, 2026 August 10, 2026
Preferred Stock Repurchase Program
On March 4, 2025, our board of directors authorized us to repurchase shares of its Series A Preferred Stock up to an aggregate amount not to exceed the aggregate amount of proceeds from sales of our Class C Common Stock during the trailing twelve month period (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through open market purchases, block purchases, privately negotiated transactions or other methods of acquiring shares permitted by applicable law, and the amount and timing of any repurchases will be dependent on various factors, including market conditions and corporate and regulatory considerations. Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Exchange Act. On January 16, 2026, our board approved an amendment to the Repurchase Program to (1) extend the expiration date of the Repurchase Program from December 31, 2026 to December 31, 2027 and (2) set the maximum amount of shares of Preferred Stock that may be repurchased under the Repurchase Program at $49.6 million, including shares of Preferred Stock that had been repurchased as of January 16, 2026.
From March 4, 2025 through June 30, 2026, we repurchased a total of 322,412 shares of our Series A Preferred Stock, representing 16.1% of shares issued, for a total of $7.7 million at an average cost of $23.91 per share. During three months ended June 30, 2026, we repurchased 2,803 shares of our Series A Preferred Stock for a total of $0.1 million at an average cost of $24.90 per share.
Election as a REIT
We elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). We intend to continue to qualify as a REIT. To continue to qualify and maintain status as a REIT, we must meet certain requirements relating to our organization, sources of income, nature of assets, distributions of income to our stockholders and recordkeeping. As a REIT, we generally would not be subject to federal income tax on taxable income that we distribute to our stockholders so long as we distribute at least 90% of our annual taxable income (computed without regard to the distributions paid deduction and excluding net capital gains).
If we fail to maintain our qualification as a REIT in any taxable year, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. We will not be able to deduct distributions paid to our stockholders in any year in which we fail to qualify as a REIT. We also will be disqualified for the four taxable years following the year during which qualification is lost, unless we are entitled to relief under specific statutory provisions. Such an event could materially adversely affect our net income or loss and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to continue to qualify for treatment as a REIT for federal income tax purposes. No provision for federal income taxes has been made in our accompanying unaudited condensed consolidated financial statements. We are subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in our accompanying unaudited condensed consolidated financial statements.
Critical Accounting Policies and Estimates
Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and
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assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. A discussion of the accounting policies that management considers critical in that they involve significant management judgments, assumptions and estimates is included under “Critical Accounting Policies” in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report. There have been no significant changes to our accounting policies during the three months ended June 30, 2026.
Commitments and Contingencies
We may be subject to certain commitments and contingencies with regard to certain transactions (see Note 9 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for discussion of commitments and contingencies).
Related-Party Transactions and Agreements
See Note 8 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for details of the various related-party transactions and agreements.
Subsequent Events
See Note 12 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for events that occurred subsequent to June 30, 2026 through the filing date of this report.
Recent Accounting Pronouncements
See Note 2 to our accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for any recent accounting pronouncements.