← Back to REXR filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Rexford Industrial Realty, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion should be read in conjunction with the consolidated financial statements and the related notes thereto that appear in Part I, Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q. The terms “Company,” “we,” “us,” and “our” refer to Rexford Industrial Realty, Inc. and its consolidated subsidiaries except where the context otherwise requires.
Forward-Looking Statements
We make statements in this quarterly report that are forward-looking statements, which are usually identified by the use of words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “potential,” “possible,” “predicts,” “projects,” “results,” “seeks,” “should,” “will,” and variations of such words or similar expressions. Our forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by our forward-looking statements are reasonable, we can give no assurance that our plans, intentions, expectations, strategies or prospects will be attained or achieved and you should not place undue reliance on these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and may be affected by a variety of risks and factors including, without limitation:
•the competitive environment in which we operate;
•real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;
•decreased rental rates or increasing vacancy rates;
•potential defaults on or non-renewal of leases by tenants;
•potential bankruptcy or insolvency of tenants or our borrower;
•acquisition risks, including failure of such acquisitions to perform in accordance with expectations;
•the timing of acquisitions and dispositions;
•risks associated with development and repositioning activities, including the possibility that costs may exceed original estimates, the time to complete a project or to lease up the completed project may be greater than originally anticipated or changes in entitlements or laws may impact or prevent execution of intended projects, including without limitation, California Assembly Bill 98 and California Senate Bill 415;
•potential natural disasters such as earthquakes, wildfires or floods;
•the consequence of any future security alerts and/or terrorist attacks;
•national, international, regional and local economic conditions, including impacts and uncertainty from military conflicts in Iran and the greater Middle East and from trade disputes and tariffs on goods imported to the United States and goods exported to other countries;
•the general level of interest rates;
•potential impacts of inflation;
•potential changes in or interpretation and enforcement of the law, governmental regulations or executive orders that affect us and interpretations of those laws, regulations and executive orders, including changes in real estate and zoning or REIT tax laws, potential increases in real property tax rates and other matters related to operating our business;
•financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
•lack of or insufficient amounts of insurance;
•our failure to complete acquisitions and dispositions;
•our failure to successfully integrate acquired properties;
•our ability to qualify and maintain our qualification as a REIT;
•our ability to maintain our current investment grade ratings by Fitch Ratings (“Fitch”), Moody’s Investors Services (“Moody’s”) or from Standard & Poor’s Ratings Services (“S&P”);
•litigation, including costs associated with prosecuting or defending pending or threatened claims and any adverse outcomes;
•possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us;
•impacts to the regional labor markets and inflationary pressures from smaller labor pools, costs of goods and construction, lower consumer demand and impacts to the overall economy related to U.S. Immigration and Customs Enforcement (ICE) arrests and detentions of immigrants within Southern California;
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•an epidemic or pandemic, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities may implement to address it, which may precipitate or exacerbate one or more of the above-mentioned factors and/or other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period; and
•other events outside of our control.
Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the U.S. federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should carefully review our financial statements and the notes thereto, as well as the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Company Overview
Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service REIT focused on owning and operating industrial properties in Southern California infill markets. We were formed as a Maryland corporation on January 18, 2013, and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its subsidiaries, we acquire, own, improve, reposition, develop, lease and manage industrial real estate principally located in Southern California infill markets, and, from time to time, acquire or provide mortgage debt secured by industrial zoned property or property suitable for industrial development. We also sell assets as part of our capital allocation strategy. We are organized and conduct our operations to qualify as a REIT under the Code and generally are not subject to federal taxes on our income to the extent we distribute our income to our stockholders and maintain our qualification as a REIT.
As of June 30, 2026, our consolidated portfolio consisted of 409 properties with approximately 49.9 million rentable square feet.
Our goal is to generate attractive risk-adjusted returns for our stockholders by providing superior access to industrial property investments in high-barrier Southern California infill markets. Our target markets provide us with opportunities to acquire both stabilized properties generating favorable cash flow, as well as properties or land parcels where we can enhance returns through value-add repositioning and developments. Scarcity of available space and high barriers limiting new construction of for-lease product all contribute to create superior long-term supply/demand fundamentals within our target infill Southern California industrial property markets. With our vertically integrated operating platform and extensive value-add investment and management capabilities, we believe we are positioned to capitalize upon the opportunities in our markets to achieve our objectives.
Management Update
Effective April 1, 2026, Laura Clark assumed the role of Chief Executive Officer and John Nahas assumed the role of Chief Operating Officer, as part of the Company’s leadership succession plan announced in November 2025. Howard Schwimmer and Michael Frankel ceased serving as Co‑Chief Executive Officers effective March 31, 2026 and continued to serve as directors on the Board until their terms expired at the 2026 Annual Meeting of Shareholders on May 19, 2026. The Company continues to execute on operating and capital initiatives announced in connection with this transition, including changes to capital allocation priorities, a reduction in development exposure and enhanced operational rigor and synergies.
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2026 Year to Date Highlights
Financial and Operational Highlights
•Net loss attributable to common stockholders was $419.0 million for the six months ended June 30, 2026, compared to net income attributable to common stockholders of $181.8 million for the prior-year period.
•Recognized impairment charges of $631.6 million for the six months ended June 30, 2026, including $624.8 million recognized during the second quarter of 2026, primarily related to certain properties identified for potential disposition as part of our ongoing portfolio review.
•Core funds from operations (Core FFO)(1) attributable to common stockholders increased by 0.2% to $281.2 million for the six months ended June 30, 2026, compared to the prior-year period.
•Net operating income (NOI)(1) decreased by 2.0% to $372.2 million for the six months ended June 30, 2026, compared to the prior-year period.
•Total portfolio occupancy at June 30, 2026 was 90.0%.
•Same Property Portfolio(2) NOI increased by 0.3% to $328.5 million and Same Property Portfolio Cash NOI(1) increased by 0.6% to $306.0 million for the six months ended June 30, 2026, compared to the prior-year period.
•Same Property Portfolio average occupancy for the six months ended June 30, 2026 was 96.0% and ending occupancy at June 30, 2026 was 95.1%.
•Executed a total of 261 new and renewal leases with a combined 6.2 million rentable square feet, with leasing spreads of (7.7)% on a net effective basis and (14.0)% on a cash basis. Excluding one lease extension covering 1.1 million rentable square feet, leasing spreads were 1.7% on a net effective basis and (6.1)% on a cash basis.
Dispositions
•During the first quarter of 2026, we sold five properties with a combined 314,693 rentable square feet for a total gross sale price of $127.4 million and recognized $26.3 million in gains on sale of real estate. Three of the properties had been previously impaired and were sold without a gain or loss.
•During the second quarter of 2026, we sold seven properties with a combined 571,708 rentable square feet for a total gross sale price of $137.9 million and recognized $21.9 million in gains on sale of real estate. Four of the properties had been previously impaired and were sold without a gain or loss.
•Subsequent to the second quarter of 2026, we sold one property with 22,667 rentable square feet for a gross sale price of $7.6 million.
Repositioning & Development
•During the first quarter of 2026, we stabilized our development project located at 12118 Bloomfield Avenue and our repositioning project located at 1315 Storm Parkway, which have a combined 144,889 rentable square feet.
•During the second quarter of 2026, we stabilized our development projects located at 3211 Mission Oaks Boulevard and 19900 Plummer Street, which have a combined 196,391 rentable square feet. We also leased our 46,653 rentable square foot repositioning project located at 14955 Salt Lake Avenue which will stabilize in the third quarter of 2026 upon lease commencement.
•During the second quarter of 2026, we also completed construction of four of our development properties with a combined 449,316 square feet that are now classified in the lease-up stage.
•Subsequent to the second quarter of 2026, we executed two leases totaling 102,025 rentable square foot lease at our development project located at 3680-3880 Voyager Street and our repositioning project located at 24935 Avenue Kearny.
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(1) See “Non-GAAP Supplemental Measures: Funds From Operations” and “Non-GAAP Supplemental Measures: NOI and Cash NOI” included under Item 2 of this Form 10-Q for definitions of Core FFO, NOI, Same Property Portfolio NOI and Cash NOI, reconciliations to the most directly comparable GAAP measures, and a discussion of why we believe these measures are useful supplemental measures of operating performance.
(2) For a definition of “Same Property Portfolio,” see “Results of Operations” included under Item 2 of this Form 10-Q.
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Share Repurchases
•During the first quarter of 2026, we repurchased 5,534,357 shares of our common stock under our stock repurchase program at a weighted average price of $36.14 per share for a total of $200.1 million, including commissions.
•During the second quarter of 2026, we repurchased 2,801,307 shares of our common stock under our stock repurchase program at a weighted average price of $35.70 per share for a total of $100.1 million, including commissions.
•Subsequent to the second quarter of 2026, a new $1.0 billion stock repurchase program was approved, replacing and superseding our prior repurchase program, with a term through July 31, 2028.
Factors That May Influence Future Results of Operations
Market and Portfolio Fundamentals
Our operating results depend upon the infill Southern California industrial real estate market.
The infill Southern California industrial real estate sector continues to exhibit favorable long-term supply-demand fundamentals. These high-barrier infill markets are characterized by a relative scarcity of highly functional product, coupled with the limited ability to introduce new supply over the long-term due to high land and development costs, increasing regulatory hurdles with restrictive development constraints and a dearth of developable land. That said, we expect some ongoing volatility within our markets through the near term, principally driven by general macroeconomic and political uncertainty including recent changes in trade and tariff policy, an uncertain interest rate environment, persistent inflation and global geopolitical unrest. According to third-party market data, market rent growth within our infill Southern California markets has decreased approximately 24% from the peak levels reached in mid-2023. This decline follows an average increase of approximately 80% during the pandemic years of 2020 through 2022. Based on the same third-party market data, overall market rents remain approximately 40% above pre-pandemic levels.
Leasing activity across our portfolio was healthy during the first half of 2026. In the second quarter, market vacancy decreased and net absorption was positive, however, performance across submarkets, size ranges and quality varies. We recognize that heightened macroeconomic and tariff uncertainty may continue to weigh on tenant decision-making and may influence tenant demand going forward.
Tenant demand has been driven by a wide range of sectors, from consumer products, healthcare and medical products, advanced manufacturing, food and beverage, construction and logistics, e-commerce, among other sectors. Our portfolio, which we believe represents prime locations with superior functionality within the largest last-mile logistics distribution market in the nation, is well-positioned to continue to serve our diverse tenant base and attract tenant demand over the long-term.
General Market Conditions
We believe our portfolio’s leasing performance during the second quarter of 2026 has generally outpaced that of the infill markets within which we operate. We believe this performance has been driven by our business model focused on acquiring and improving industrial property in superior locations so that our portfolio reflects a higher level of quality and functionality, on average, as compared to typical available product within the markets within which we operate. We believe that our portfolio, comprised of smaller space sizes averaging 28,000 square feet located entirely within last-mile, infill Southern California locations is well positioned to serve regional consumption and may be less susceptible to changes in global trade flows as compared to large warehouses located within non-infill submarkets. We also believe the quality and approach demonstrated by our team of real estate professionals actively managing our properties and our tenants enables the potential to outcompete within our markets. Additionally, supply under construction is far below recent historical levels, and coupled with the increasingly restrictive regulatory environment, the near and long term opportunity to create value through repositioning existing assets is robust.
The following general market conditions have been sourced from third-party market data and do not necessarily reflect the results of our portfolio. For our portfolio specific results see “—Rental Revenues” and “—Results of Operations” below.
In Los Angeles County, vacancy decreased quarter-over-quarter to 5.0% and average asking lease rates declined quarter-over-quarter.
In Orange County, vacancy increased quarter-over-quarter to 5.5% and average asking lease rates declined quarter-over-quarter.
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In the Inland Empire West, which contains infill markets in which we operate, vacancy decreased quarter-over-quarter to 5.9% and average taking lease rates decreased quarter-over-quarter. We generally do not focus on properties located within the non-infill Inland Empire East sub-market where there is excess land available for development.
In San Diego, vacancy decreased quarter-over-quarter to 6.6% and average asking lease rates declined quarter-over-quarter.
In Ventura County, vacancy decreased quarter-over-quarter to 4.2% and average asking lease rates declined quarter-over-quarter.
Acquisitions, Dispositions and Value-Add Repositioning and Development of Properties
Our growth strategy remains centered on creating long‑term, per‑share FFO and net asset value through disciplined capital allocation, targeted industrial investment within infill Southern California, and the execution of value‑add initiatives across our industrial portfolio. While we did not complete any acquisitions during the prior year or first half of 2026, we continue to evaluate investment opportunities that we believe have the potential to be accretive to Core FFO and net asset value per share and satisfy our underwriting criteria, which reflect current market conditions and our cost of capital. We also continue to evaluate and execute repositioning and improvement initiatives within our existing portfolio to enhance property functionality, marketability, future cash flow growth and long-term value creation.
Consistent with the capital allocation strategy announced in November 2025 and following a comprehensive portfolio review completed during 2026, we currently anticipate approximately $1.5 billion to $2.0 billion of dispositions in 2026. Properties identified for potential disposition are generally those that we believe offer lower long-term risk-adjusted returns relative to alternative uses of capital. Our disposition strategy reflects our efforts to enhance portfolio quality, improve capital efficiency and reallocate capital toward opportunities that we believe offer the most attractive long-term risk-adjusted returns. We currently intend to use net proceeds from dispositions primarily to reduce outstanding indebtedness, fund value-add repositioning and development activity within our existing portfolio and repurchase shares of our common stock. We believe these actions will further align our portfolio and capital allocation with our longstanding focus on infill Southern California industrial real estate, a market that we believe continues to offer attractive long-term fundamentals.
The Company’s historical investment strategy targets industrial property investments demonstrating the potential for accretion in Core FFO and net asset value, both on a per share basis, over the near- to longer-term. These target investments may comprise acquiring leased, stabilized properties as well as properties with value-add opportunities to improve functionality and to deploy our value-driven asset management programs in order to increase cash flow and value. Acquisitions may comprise single property investments as well as the purchase of portfolios of properties. The Company’s geographic focus remains infill Southern California. However, from time-to-time, portfolios could be acquired comprising a critical mass of infill Southern California industrial property that could include some assets located in markets outside of infill Southern California. In general, to the extent non-infill-Southern California assets were to be acquired as part of a larger portfolio, the Company may underwrite such investments with the potential to dispose such assets over a certain period of time in order to maximize its core focus on infill Southern California. Similarly, while our focus is owning and operating industrial properties in Southern California infill markets, occasionally an acquisition may include non-industrial properties, such as office and other uses, with the intent to reposition or develop the properties into industrial use or to dispose of the non-industrial assets. In either case, we would endeavor to take appropriate steps to satisfy REIT safe harbor requirements and avoid prohibited transactions under REIT tax laws.
A key component of our growth strategy has historically been to acquire properties through off-market and lightly marketed transactions that are often operating at below-market occupancy or below-market rent at the time of acquisition or that have near-term lease roll-over, or that provide opportunities to add value through functional or physical repositioning and improvements. Through various repositioning, development, and professional leasing and marketing strategies, we seek to increase the properties’ functionality and attractiveness to prospective tenants and, over time, to stabilize the properties at occupancy rates that meet or exceed market rates.
Repositioning remains a central component of our value‑creation strategy, as we seek to modernize, reconfigure, and enhance existing properties to align with tenant demand and maximize risk‑adjusted returns. A repositioning can provide a range of property improvements. This may include a complete structural renovation of a property whereby we convert large underutilized spaces into a series of smaller and more functional spaces, or it may include the creation of additional square footage, the modernization of the property improvements, the elimination of functional obsolescence, the addition or enhancement of loading areas and truck access, the enhancement of fire-life-safety systems or other accretive improvements, in each case designed to improve the cash flow and value of the property.
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We have a number of repositioning properties, which are individually presented in the tables below. A repositioning property that is considered significant is typically defined as a property where a significant amount of space is held vacant in order to implement capital improvements, the cost to complete repositioning work and lease-up is estimated to be greater than $2.5 million and the repositioning and lease-up time frame is estimated to be greater than six months. We also have a range of other spaces in repositioning, that due to their smaller size, relative scope, projected repositioning costs or relatively nominal amount of down-time, are not presented below, however, in the aggregate, may be substantial.
A repositioning is generally considered complete once the investment is fully or nearly fully deployed and the property is available for occupancy. Because each repositioning effort is unique and determined based on the property, targeted tenants and overall trends in the general market and specific submarket, the timing and effect of the repositioning on our rental revenue and occupancy levels will vary, and, as a result, will affect the comparison of our results of operations from period to period with limited predictability.
A development property is defined as a property where we plan to fully demolish an existing building(s) due to building obsolescence and/or construct a ground-up building on a property with excess or vacant land. Consistent with the capital allocation strategy announced in November 2025, we re-evaluated our near-term development pipeline at the end of 2025 to focus on opportunities that satisfy enhanced underwriting criteria. As part of this process, we evaluated alternatives including proceeding with development, postponing construction, or selling the site based on relative risk‑adjusted returns. Following this review, we determined not to proceed with six projects totaling approximately 850,000 square feet of planned development. During the first quarter of 2026, we sold three of these projects, and during the second quarter of 2026 we sold the other three projects.
As of June 30, 2026, six of our repositioning or development properties were under construction and 14 of our properties were in the lease-up stage. In addition, we have identified five properties as near-term potential future repositioning and development opportunities. The tables below set forth a summary of these properties, as well as the properties that were most recently stabilized in 2026 and 2025, as the timing of these stabilizations have a direct impact on our current and comparative results of operations. We consider a repositioning/development property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed.
Construction Period(1)
Property Submarket Repositioning/Development Rentable Square Feet(2) Start Completion Total Property Leased % at 6/30/2026
Under Construction
3680-3880 Voyager Street (3547-3555 Voyager Street) South Bay Development 67,734 1Q-2025 3Q-2026 53%(3)
7815 Van Nuys Boulevard Greater San Fernando Valley Development 78,904 2Q-2025 4Q-2026 —%
14400 Figueroa Street (Figueroa & Rosecrans) South Bay Repositioning 56,771 3Q-2025 2Q-2027 —%
950 West 190th Street South Bay Development 196,900 4Q-2025 3Q-2027 —%
9323 Balboa Avenue Central San Diego Development 177,551 4Q-2025 2Q-2027 —%
16425 Gale Avenue San Gabriel Valley Development 290,830 2Q-2026 4Q-2027 —%
Total Under Construction 868,690
– See footnotes starting on page 47 –
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Construction Period(1)
Property Submarket Repositioning/Development Rentable Square Feet(2) Start Completion Total Property Leased % at 6/30/2026
Lease-Up
9615 Norwalk Boulevard Mid-Counties Development 201,571 3Q-2021 4Q-2025 —%
4416 Azusa Canyon Road(4) San Gabriel Valley Development 129,830 4Q-2022 2Q-2025 —%
15010 Don Julian Road San Gabriel Valley Development 219,690 1Q-2023 4Q-2025 —%
12772 San Fernando Road(4) Greater San Fernando Valley Development 143,529 3Q-2023 1Q-2025 —%
1500 Raymond Avenue(4) North Orange County Development 136,218 4Q-2023 1Q-2025 —%
19301 Santa Fe Avenue South Bay Repositioning LAND 2Q-2024 3Q-2025 —%
8985 Crestmar Point Central San Diego Repositioning 53,395 4Q-2024 3Q-2025 —%
14955 Salt Lake Avenue(5) San Gabriel Valley Repositioning 46,653 4Q-2024 3Q-2025 100%
14940 Proctor Road San Gabriel Valley Development 160,094 4Q-2024 2Q-2026 —%
11234 Rush Street San Gabriel Valley Development 101,728 4Q-2024 2Q-2026 —%
5235 Hunter Avenue North Orange County Development 121,364 1Q-2025 2Q-2026 —%
9455 Cabot Drive Central San Diego Repositioning 81,670 2Q-2025 4Q-2025 —%
1175 Aviation Place Greater San Fernando Valley Repositioning 93,202 3Q-2025 4Q-2025 —%
24935-24955 Avenue Kearny Greater San Fernando Valley Repositioning 66,130 4Q-2025 2Q-2026 100%(6)
Total Lease-up 1,555,074
Property Submarket Repositioning/Development Projected Rentable Square Feet Estimated Construction Start Period
Near-Term Potential Future Repositioning and Development:
9400-9500 Santa Fe Springs Road(7) Mid-Counties Repositioning 184,270 3Q-2026
3100 Fujita Street South Bay Repositioning 91,516 3Q-2026
9000 Airport Boulevard South Bay Development 395,684 4Q-2026
4181 Ruffin Road Central San Diego Development 220,943 1Q-2027
3550 Tyburn Street Greater San Fernando Valley Repositioning 85,537 1Q-2027
Total Near-Term Potential Future Repositioning and Development 977,950
– See footnotes starting on page 47 –
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Property Market Stabilized Rentable Square Feet Period Stabilized
2026 Stabilizations(8)
12118 Bloomfield Avenue LA 107,045 1Q-2026
1315 Storm Parkway LA 37,844 1Q-2026
3211-3233 Mission Oaks Boulevard(9) VC 116,852 2Q-2026
19900 Plummer Street LA 79,539 2Q-2026
Total 2026 Stabilized 341,280
2025 Stabilizations(8)
4039 Calle Platino (North County SD) SD 73,807 1Q-2025
29120 Commerce Center Drive (SF Valley) LA 135,258 1Q-2025
East 27th Street (Central LA) LA 126,563 1Q-2025
122-125 N. Vinedo Avenue (SF Valley) LA 48,520 1Q-2025
29125 Avenue Paine (SF Valley) LA 176,107 1Q-2025
218 Turnbull Canyon (SG Valley) LA 191,153 2Q-2025
1901 Via Burton (North OC) OC 139,449 2Q-2025
11308-11350 Penrose Street (SF Valley) LA 71,547 3Q-2025
1020 Bixby Drive (SG Valley) LA 57,600 3Q-2025
Harcourt & Susana (South Bay) LA 34,000 3Q-2025
8888 Balboa Avenue (Central SD) SD 123,492 3Q-2025
6027 Eastern Avenue (Central LA) LA 94,140 3Q-2025
3071 Coronado Street (North OC) OC 105,173 3Q-2025
2390-2444 American Way (North OC) OC 100,483 3Q-2025
14434-14527 San Pedro Street (South Bay)(10) LA 58,225 4Q-2025
3935-3949 Heritage Oak Court (Ventura) VC 190,031 4Q-2025
800 Sandhill Avenue (17000 Kingsview Avenue) (South Bay) LA 100,121 4Q-2025
9920-10020 Pioneer Boulevard (Mid-Counties) LA 163,435 4Q-2025
Rancho Pacifica - Building 5 (South Bay)(11) LA 76,553 4Q-2025
17907 Figueroa Street (South Bay) LA 76,468 4Q-2025
21515 Western Avenue (South Bay) LA 83,740 4Q-2025
Total 2025 Stabilized 2,225,865
(1)The estimated construction start period is the period we anticipate starting physical construction on a project. Prior to physical construction, we engage in pre-construction activities, which include design work, securing permits or entitlements, site work, and other necessary activities preceding construction. The estimated completion period is our current estimate of the period in which we will have substantially completed a project and the project is made available for occupancy. We expect to update our timing estimates on a quarterly basis. The estimated construction period is subject to change as a result of a number of factors including but not limited to permit requirements, delays in construction (including delays related to supply chain backlogs), changes in scope, and other unforeseen circumstances.
(2)Rentable square feet is the actual rentable square footage that is subject to repositioning at the property/building, and may be less than the total rentable square footage of the entire property or particular building(s) under repositioning. For developments, rentable square feet represents the estimated rentable square footage of the project upon completion of the development.
(3)As of June 30, 2026, 3880 Voyager Street was 0% leased. Subsequent to quarter end, a 35,895 rentable square foot lease was executed, bringing the property to 53% leased. The lease is expected to commence in October 2026, subject to completion of construction.
(4)Certain properties that have met our stabilization criteria, as defined in footnote (8), remain reflected in lease-up for presentation purposes because they have not yet achieved 90% occupancy. For presentation purposes, such properties are reclassified from lease-up to stabilized upon achieving 90% occupancy.
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(5)As of June 30, 2026, 14955 Salt Lake Ave is 100% leased with lease commencement expected in August 2026.
(6)As of June 30, 2026, 24935-24955 Avenue Kearny was 0% leased. Subsequent to quarter end, a 66,130 rentable square foot lease was executed, bringing the property to 100% leased. The lease is expected to commence in December 2026.
(7)9400-9500 Santa Fe Springs Road totals 595,304 rentable square feet and the proposed repositioning project pertains to work at only one of the units, totaling 184,270 rentable square feet.
(8)We consider a repositioning or development property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed.
(9)As of June 30, 2026, the entire project includes 526,069 rentable square feet, comprised of: (i) 3211 Mission Oaks Boulevard, a newly constructed building totaling 116,852 rentable square feet, and (ii) 3233 Mission Oaks Boulevard, with 409,217 rentable square feet which were not redeveloped. Site improvements were completed across the entire project. The rentable square feet and property leased percentage apply only to 3211 Mission Oaks Boulevard.
(10)14434-14527 San Pedro Street is a low coverage site with 58,225 rentable square feet of buildings on 335,905 square feet, or 7.7 acres, of land.
(11)Rancho Pacifica Building 5 is located at 2370-2398 Pacifica Place and comprises one building totaling 51,594 rentable square feet, out of six buildings at our Rancho Pacifica Park property, which has a total of 1,111,885 rentable square feet. We demolished the existing building and constructed a new building comprising approximately 76,553 rentable square feet in its place.
Capitalized Costs
Properties that are nonoperational as a result of repositioning or development activity may qualify for varying levels of interest, insurance and real estate tax capitalization during the development and construction period. An increase in our repositioning and development activities resulting from value-add acquisitions could cause an increase in the asset balances qualifying for interest, insurance and tax capitalization in future periods. We capitalized $13.4 million of interest expense and $4.3 million of insurance and real estate tax expenses during the six months ended June 30, 2026, respectively, related to our repositioning and development projects.
Construction Costs and Timing
Currently proposed trade and other political policies may lead to increased construction materials and labor costs, which when combined with longer lead times for governmental approvals and entitlements, have the potential to increase budgeted and actual construction costs and may cause delays in starting and completing certain development projects. Additional increases in costs, further delays or declining market rents could result in a lower expected yield on our development projects, which could negatively impact our future earnings.
Rental Revenues
Our operating results depend primarily upon generating rental revenue from the properties in our portfolio. The amount of rental revenue generated by these properties is affected by our ability to maintain or increase occupancy levels and rental rates at our properties, which will depend upon our ability to lease vacant space and re-lease expiring space at favorable rates.
Occupancy Rates
As of June 30, 2026, our consolidated portfolio, inclusive of space in repositioning as described in the subsequent paragraph, was approximately 90.0% occupied, while our stabilized consolidated portfolio exclusive of such space was approximately 94.8% occupied. Additionally, our improved land and industrial outdoor storage (IOS) sites, totaling approximately 8.3 million land square feet or 189.7 acres, were 92.8% occupied at June 30, 2026. We believe the opportunity to increase occupancy at our properties will continue to be an important driver of future revenue growth, particularly as repositioning and development projects are completed and move through the lease-up phase.
As summarized in the tables under “—Acquisitions, Dispositions and Value-Add Repositioning and Development of Properties” above, as of June 30, 2026, six of our properties with a combined 0.9 million square feet of rentable area at completion are under current repositioning or development, 14 properties with a combined 1.6 million square feet of rentable area are in lease-up, and we have a near-term pipeline of five repositioning and development projects with a combined 1.0 million square feet of rentable area at completion. Additionally, we have 0.6 million rentable square feet of other repositioning projects. Vacant space at these properties is concentrated in our Los Angeles, Orange County, San Bernardino and San Diego markets and represents 5.0% of our total consolidated portfolio square footage as of June 30, 2026. Including vacant space at these properties, our weighted average occupancy rate as of June 30, 2026 in our Los Angeles, Orange County, San Bernardino
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and San Diego markets was 90.1%, 91.8%, 86.9% and 90.4%, respectively. Excluding vacant space at these properties, our weighted average occupancy rate as of June 30, 2026, in these markets was 95.0%, 96.5%, 91.7% and 98.2%, respectively. We believe that an important portion of our long-term future growth will come from the completion and lease-up of projects currently under or scheduled for repositioning/development, as well as from select opportunities that meet established return thresholds, whether within our existing portfolio or through new investments, which may vary from period to period subject to market conditions.
The occupancy rate of properties not undergoing repositioning is affected by regional and local economic conditions in our Southern California infill markets. In the current market environment, our near‑term leasing focus for these operating properties is on preserving occupancy and maintaining cash flow. Although there has been a post-pandemic normalization of market rates and vacancy over the last few years, the Los Angeles, Orange County, San Bernardino–Inland Empire West, San Diego and Ventura markets are well-positioned for the long-term due to fundamental demand drivers and barriers for new supply. Although we cannot predict how our markets may perform in future periods, we believe that general market conditions will continue to offer the long-term opportunity to increase occupancy and rental rates at our properties which will be an important driver of future revenue growth.
Leasing Activity and Rental Rates
The following tables set forth our leasing activity for new and renewal leases for the three and six months ended June 30, 2026:
New Leases
Quarter Number of Leases Building Rentable Square Feet Weighted Average Lease Term (in years) Net Effective Rent Per Square Foot(1) Net Effective Leasing Spreads(2)(4) Cash Leasing Spreads(3)(4)
Q1-2026 59 1,296,230 4.1 $ 14.78 (8.7) % (12.8) %
Q2-2026 53 840,344 4.8 $ 14.99 (13.8) % (19.5) %
Total/Weighted Average 112 2,136,574 4.4 $ 14.86 (10.9) % (15.7) %
Renewal Leases Expired Leases Retention %(5)
Quarter Number of Leases Building Rentable Square Feet Weighted Average Lease Term (in years) Net Effective Rent Per Square Foot(1) Net Effective Leasing Spreads(2)(6) Cash Leasing Spreads(3)(6) Number of Leases Rentable Square Feet(7) Rentable Square Feet
Q1-2026 85 2,829,822 3.0 $ 14.70 (10.3) % (15.9) % 152 4,638,894 64.5 %
Q2-2026 64 1,261,446 4.6 $ 16.62 1.4 % (8.1) % 116 2,788,275 60.4 %
Total/Weighted Average 149 4,091,268 3.5 $ 15.29 (6.8) % (13.6) % 268 7,427,169 63.1 %
Excluding One Lease Extension:(8)
Total/Weighted Average 148 2,989,428 3.6 $ 15.49 7.0 % (2.2) %
(1)Net effective rent per square foot is the average base rent calculated in accordance with GAAP, over the term of the lease, expressed in dollars per square foot per year. Includes all new and renewal leases that were executed during the quarter.
(2)Calculated as the change between net effective rents for new or renewal leases and the expiring net effective rents (excluding the impact of amortization of intangible assets or liabilities) on the expiring leases for the same space.
(3)Calculated as the change between starting cash rents, excluding any abatements, for new or renewal leases and the expiring cash rents on the expiring leases for the same space.
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(4)The net effective and cash re-leasing spreads for new leases executed during the six months ended June 30, 2026, exclude 42 leases aggregating 1,131,852 rentable square feet for which there was no comparable lease data. Of these 42 excluded leases, 11 leases aggregating 493,362 rentable square feet were recently repositioned or developed space. Comparable leases generally exclude: (i) space that has never been occupied under our ownership, (ii) repositioned or developed space, including space in pre-development/entitlement process, (iii) space that has been vacant for over one year or (iv) space with lease terms shorter than 12 months.
(5)Retention is calculated as renewal lease square footage plus relocation/expansion square footage, divided by the square footage of leases expiring during the period. Retention excludes square footage related to the following: (i) expiring leases associated with space that is placed into repositioning (including “other repositioning projects”) after the tenant vacates, (ii) early terminations with pre-negotiated replacement leases and (iii) move outs where space is directly leased by subtenants.
(6)The net effective and cash re-leasing rent spreads for renewal leases executed during the six months ended June 30, 2026, exclude two leases with a combined 204,898 rentable square feet for which there was no comparable lease data. Comparable leases generally exclude space with lease terms shorter than 12 months or space in pre-development/entitlement process.
(7)Includes leases totaling 752,097 rentable square feet that expired during the six months ended June 30, 2026, for which the space has been or will be placed into repositioning (including “other repositioning projects”) or development.
(8)Reflects our renewal leasing activity, weighted average lease term, effective rent per square foot and leasing spreads for the six months ended June 30, 2026, excluding a 1.1 million square foot lease extension with Tireco, Inc. at 10545 Production Avenue. The current lease, which was originally set to expire in January 2027, was extended through April 2030, commencing February 1, 2027. The above-market prior lease rate was reset to market, representing net effective and cash leasing spreads of (31.0)% and (33.5)%, respectively. The lease includes annual contractual increases of 2.75% and three months of free rent in 2027, in addition to a conversion to a gross lease from a NNN lease, which enables us to capture the benefit from any potential reduction in real estate property taxes. This lease extension is not expected to be indicative of our future portfolio leasing spreads given the unique size of the premises, adjacent competitive supply, and deal structure.
Our leasing activity is impacted both by our repositioning and development efforts, as well as by market conditions. While we reposition a property, its space may become unavailable for leasing until completion of our repositioning efforts. As of June 30, 2026, we have six projects under construction that are expected to become available for leasing beginning in the third quarter of 2026 through the fourth quarter of 2027. We expect these properties to have positive impacts on our leasing activity and revenue generation as we complete our value-add plans and place these properties in service.
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Scheduled Lease Expirations
Our ability to re-lease space subject to expiring leases is affected by economic and competitive conditions in our markets and by the relative desirability of our individual properties, which may impact our results of operations. The following table sets forth a summary schedule of lease expirations for leases in place as of June 30, 2026, for each of the 10 full and partial calendar years beginning with 2026 and thereafter, plus space that is available and under current repositioning.
Year of Lease Expiration Number of Leases Expiring Total Rentable Square Feet(1) Percentage of Total Owned Square Feet Annualized Base Rent(2) Percentage of Total Annualized Base Rent(3) Annualized Base Rent per Square Foot(4)
Vacant(5) — 2,470,539 4.9 % $ — — % $ —
Repositioning/Development(6) — 2,520,758 5.1 % — — % $ —
MTM Tenants 14 158,274 0.3 % 2,257 0.3 % $ 14.26
Remainder of 2026 169 2,556,164 5.1 % 49,807 6.3 % $ 19.49
2027 369 6,506,130 13.0 % 108,927 13.8 % $ 16.74
2028 307 7,092,998 14.2 % 135,841 17.2 % $ 19.15
2029 295 7,014,800 14.1 % 126,812 16.0 % $ 18.08
2030 143 7,081,650 14.2 % 120,263 15.2 % $ 16.98
2031 131 8,238,872 16.5 % 123,225 15.6 % $ 14.96
2032 40 2,267,719 4.5 % 42,216 5.3 % $ 18.62
2033 16 785,478 1.6 % 14,195 1.8 % $ 18.07
2034 10 493,497 1.0 % 8,828 1.1 % $ 17.89
2035 8 462,072 0.9 % 9,659 1.2 % $ 20.90
Thereafter 35 2,285,252 4.6 % 49,250 6.2 % $ 21.55
Total Consolidated Portfolio 1,537 49,934,203 100.0 % $ 791,280 100.0 % $ 17.61
(1)Represents the contracted building square footage upon expiration.
(2)Annualized base rent (“ABR”) is calculated as monthly contracted base rent (before rent abatements) per the terms of such lease, as of June 30, 2026, multiplied by 12, and then aggregated by year of lease expiration. Excludes tenant reimbursements. Amounts in thousands.
(3)Calculated as ABR set forth in this table divided by ABR for the total portfolio as of June 30, 2026.
(4)Calculated as ABR for such leases divided by the occupied building square feet for such leases as of June 30, 2026. Excluding ABR of $41.6 million associated with improved land and industrial outdoor storage (IOS) leases and $3.0 million associated with cellular tower, solar and parking lot leases, ABR per building square foot is $16.69.
(5)Represents vacant space (not under repositioning/development) as of June 30, 2026. Includes leases aggregating 86,248 rentable square feet that had been signed but had not yet commenced as of June 30, 2026.
(6)Represents vacant space at properties classified as repositioning (including “other repositioning projects”), development or lease-up as of June 30, 2026. Includes leases aggregating 46,653 rentable square feet that had been signed but had not yet commenced as of June 30, 2026.
As of June 30, 2026, in addition to 2.5 million rentable square feet of currently available space in our portfolio and approximately 2.5 million rentable square feet of vacant space under current repositioning/development, leases representing 5.1% and 13.0% of the aggregate rentable square footage of our portfolio are scheduled to expire during the remainder of 2026 and 2027, respectively. During the six months ended June 30, 2026, we renewed 149 leases for 4.1 million rentable square feet, resulting in a retention rate of 63.1%. During the six months ended June 30, 2026, new and renewal leases had a weighted average term of 4.4 and 3.5, respectively.
A substantial portion of our leases scheduled to expire over the next several years were executed during a period of significantly higher market rental rate growth. Given the moderation in market rents from peak levels, we expect continued pressure on releasing spreads over the next several years, and releasing spreads on a portion of this expiring space may be negative, particularly for leases executed near the peak of the rental rate cycle.
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Conditions in Our Markets
The properties in our portfolio are located primarily in Southern California infill markets. Positive or negative changes in economic or other conditions, trade policy, high or persistent inflation and adverse weather conditions and natural disasters in this market may affect our overall performance.
Property Expenses
Our property expenses generally consist of utilities, real estate taxes, insurance, site repair and maintenance costs, and the allocation of overhead costs. For the majority of our properties, our property expenses are recovered, in part, by either the triple net provisions or modified gross expense reimbursements in tenant leases. The majority of our leases also include contractual three percent or greater annual rental rate increases meant, in part, to help mitigate potential increases in property expenses over time. However, the terms of our leases vary, and, in some instances, we may absorb property expenses. Our overall financial results will be impacted by the extent to which we are able to pass-through property expenses to our tenants.
Taxable REIT Subsidiary
As of June 30, 2026, our Operating Partnership indirectly and wholly owns Rexford Industrial Realty and Management, Inc., which we refer to as our services company. We have elected, together with our services company, to treat our services company as a taxable REIT subsidiary for federal income tax purposes. A taxable REIT subsidiary generally may provide non-customary and other services to our tenants and engage in activities that we or our subsidiaries (other than a taxable REIT subsidiary) may not engage in directly without adversely affecting our qualification as a REIT, provided a taxable REIT subsidiary may not operate or manage a lodging facility or health care facility or provide rights to any brand name under which any lodging facility or health care facility is operated. We may form additional taxable REIT subsidiaries in the future, and our Operating Partnership may contribute some or all of its interests in certain wholly owned subsidiaries or their assets to our services company. Any income earned by our taxable REIT subsidiaries will not be included in our taxable income for purposes of the 75% or 95% gross income tests, except to the extent such income is distributed to us as a dividend, in which case such dividend income will qualify under the 95%, but not the 75%, gross income test. Because a taxable REIT subsidiary is subject to federal income tax, and state and local income tax (where applicable) as a regular C-corporation, the income earned by our taxable REIT subsidiaries generally will be subject to an additional level of tax as compared to the income earned by our other subsidiaries. However, our services company has a cumulative unrecognized net operating loss carryforward and therefore there is no income tax provision for the six months ended June 30, 2026 and 2025. Additionally, our services company had minimal activity during these periods.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for the reporting periods. Actual amounts may differ from these estimates and assumptions. Management evaluates these estimates on an ongoing basis, based upon information currently available and on various assumptions that it believes are reasonable as of the date hereof. In addition, other companies in similar businesses may use different estimation policies and methodologies, which may affect the comparability of our results of operations and financial condition to those of other companies.
In our Annual Report on Form 10-K for the year ended December 31, 2025, we identified certain critical accounting policies that affect certain of our more significant estimates and assumptions used in preparing our consolidated financial statements. We have not made any material changes to our critical accounting policies and estimates during the period covered by this report.
Results of Operations
Our consolidated results of operations are often not comparable from period to period due to the effect of (i) property acquisitions, (ii) property dispositions and (iii) properties that are taken out of service for repositioning or development during the comparative reporting periods. Our “Total Portfolio” represents all of the properties owned during the reported periods. To eliminate the effect of changes in our Total Portfolio due to acquisitions, dispositions, and repositioning/development and to highlight the operating results of our ongoing business, we have separately presented the results of our “Same Property Portfolio.”
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For the three and six months ended June 30, 2026 and 2025, our Same Property Portfolio includes all properties in our industrial portfolio that were wholly-owned by us for the period from January 1, 2025 through June 30, 2026, and that were stabilized prior to January 1, 2025, which consisted of buildings aggregating approximately 41.6 million rentable square feet at 341 of our properties. Results for our Same Property Portfolio exclude properties that were sold during the period from January 1, 2025 through June 30, 2026, as well as properties or buildings classified as current or future repositioning or development, or lease-up, during 2025 or 2026 (including select buildings in “other repositioning”).
Same Property Portfolio results are presented only for selected property-level operating line items and, accordingly, exclude management and leasing services revenue, interest income, general and administrative expenses, and all line items included within Other (Expenses) Income. In addition to the properties included in our Same Property Portfolio, our Total Portfolio includes 19 properties aggregating approximately 1.5 million rentable square feet that were sold between January 1, 2025 and June 30, 2026 and properties or buildings classified as current or future repositioning or development, or lease-up, during 2025 or 2026.
As of June 30, 2026 and June 30, 2025, our Same Property Portfolio occupancy was approximately 95.1% and 94.8%, respectively. For the three and six months ended June 30, 2026, our Same Property Portfolio weighted average occupancy was approximately 95.7% and 96.0%, respectively. Comparatively, for the three and six months ended June 30, 2025, our Same Property Portfolio weighted average occupancy was approximately 94.7% and 94.7%, respectively.
Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025
The following table summarizes the historical results of operations for our Same Property Portfolio and Total Portfolio for the three months ended June 30, 2026 and 2025 (dollars in thousands):
Same Property Portfolio Total Portfolio
Three Months Ended June 30, Increase/(Decrease) % Three Months Ended June 30, Increase/(Decrease) %
2026 2025 Change 2026 2025 Change
REVENUES
Rental income $ 210,974 $ 210,887 $ 87 — % $ 242,996 $ 241,568 $ 1,428 0.6 %
Management and leasing services — — — — % — 132 (132) (100.0) %
Interest income — — — — % 2,510 7,807 (5,297) (67.8) %
TOTAL REVENUES 210,974 210,887 87 — % 245,506 249,507 (4,001) (1.6) %
OPERATING EXPENSES
Property expenses 46,811 45,893 918 2.0 % 56,214 55,298 916 1.7 %
General and administrative — — — — % 13,693 19,752 (6,059) (30.7) %
Depreciation and amortization 59,481 59,956 (475) (0.8) % 73,479 71,188 2,291 3.2 %
TOTAL OPERATING EXPENSES 106,292 105,849 443 0.4 % 143,386 146,238 (2,852) (2.0) %
OTHER (EXPENSES) INCOME
Other income — — — — % 3,500 — 3,500 — %
Other expenses, net — — — — % 2,001 (244) 2,245 (920.1) %
Interest expense — — — — % (28,571) (26,701) (1,870) 7.0 %
Impairment of real estate — — — — % (624,754) — (624,754) — %
Debt extinguishment and modification expenses — — — — % — (291) 291 (100.0) %
Gains on sale of real estate — — — — % 21,893 44,361 (22,468) (50.6) %
TOTAL OTHER (EXPENSES) INCOME — — — — % (625,931) 17,125 (643,056) (3,755.1) %
NET (LOSS) INCOME $ 104,682 $ 105,038 $ (356) (0.3) % $ (523,811) $ 120,394 $ (644,205) (535.1) %
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Rental Income
In the following table, we present the components of rental income for the three months ended June 30, 2026 and June 30, 2025, which includes rental revenue, tenant reimbursements and other income related to leases. The below presentation of rental income is not, and is not intended to be, a presentation in accordance with GAAP. We are presenting this information because we believe it is frequently used by management, investors, securities analysts and other interested parties to understand and evaluate the Company’s performance.
Same Property Portfolio Total Portfolio
Three Months Ended June 30, Increase/(Decrease) % Three Months Ended June 30, Increase/(Decrease) %
Category 2026 2025 Change 2026 2025 Change
Rental revenue(1) $ 173,640 $ 174,948 $ (1,308) (0.7) % $ 198,844 $ 199,698 $ (854) (0.4) %
Tenant reimbursements(2) 36,320 35,481 839 2.4 % 42,856 41,403 1,453 3.5 %
Other income(3) 1,014 458 556 121.4 % 1,296 467 829 177.5 %
Rental income $ 210,974 $ 210,887 $ 87 — % $ 242,996 $ 241,568 $ 1,428 0.6 %
Our Same Property Portfolio rental income increased by $0.1 million, and Total Portfolio rental income increased by $1.4 million, or 0.6%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, for the reasons described below:
(1) Rental Revenue
Our Same Property Portfolio and Total Portfolio rental revenue decreased by $1.3 million, or 0.7%, and $0.9 million, or 0.4%, respectively, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in our Same Property Portfolio rental revenue is primarily due to a $1.7 million decrease in the amortization of net below-market lease intangibles, a $0.9 million increase in bad debt reserves and write-offs for tenant receivables not deemed probable of collection, and lower effective rental rates on recent new and renewal leases, partially offset by an increase in the weighted average occupancy of the portfolio. The decrease in Total Portfolio rental revenue also reflects a $5.5 million increase attributable to properties or buildings classified as current or future repositioning or development, or lease-up during 2025 or 2026, partially offset by a $5.0 million decrease attributable to properties disposed of between January 1, 2025 and June 30, 2026.
(2) Tenant Reimbursements
Our Same Property Portfolio and Total Portfolio tenant reimbursements revenue increased by $0.8 million, or 2.4%, and $1.5 million, or 3.5%, respectively, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in our Same Property Portfolio tenant reimbursements revenue is primarily due to higher reimbursable property tax expenses and increased billings for other reimbursable expenses, partially offset by lower tenant reimbursements resulting from timing differences in completing prior year recoverable expense reconciliations and lower reimbursable insurance expenses. The increase in Total Portfolio tenant reimbursements revenue also reflects a $1.7 million increase attributable to properties or buildings classified as current or future repositioning or development, or lease-up during 2025 or 2026, partially offset by a $1.1 million decrease attributable to properties disposed of between January 1, 2025 and June 30, 2026.
(3) Other Income
Our Same Property Portfolio and Total Portfolio other income increased by $0.6 million, or 121.4%, and $0.8 million, or 177.5%, respectively, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increases in miscellaneous income and fees for late rental payments.
Management and Leasing Services
Our Total Portfolio management and leasing services revenue is zero for the three months ended June 30, 2026, compared to $0.1 million for the three months ended June 30, 2025, reflecting the termination of the Company’s management and leasing services agreements effective January 1, 2026.
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Interest Income
Interest income decreased by $5.3 million, or 67.8%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a decrease in the average cash balance invested in money market accounts.
Property Expenses
Our Same Property Portfolio and Total Portfolio property expenses increased by $0.9 million, or 2.0%, and $0.9 million, or 1.7%, respectively, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in our Same Property Portfolio property expenses is primarily due to increases in property tax expenses, allocated overhead costs, utilities expenses, and repairs and maintenance expenses, partially offset by a decrease in insurance expenses. The increase in Total Portfolio property expenses also reflects a $1.4 million increase attributable to properties or buildings classified as current or future repositioning or development, or lease-up during 2025 or 2026, offset by a $1.4 million decrease attributable to properties disposed of between January 1, 2025 and June 30, 2026.
General and Administrative
Our Total Portfolio general and administrative expenses decreased by $6.1 million, or 30.7%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to lower non-cash equity compensation expense following the executive leadership transition and related transition and separation arrangements implemented in late 2025.
Depreciation and Amortization
Our Same Property Portfolio depreciation and amortization expense decreased by $0.5 million, or 0.8%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, and our Total Portfolio depreciation and amortization expense increased by $2.3 million, or 3.2% during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in our Same Property Portfolio depreciation and amortization expense is primarily due to lower depreciation expense resulting from acquisition‑related in‑place lease intangibles becoming fully depreciated at certain of our properties subsequent to January 1, 2025, partially offset by higher depreciation expense related to capital improvements placed into service subsequent to January 1, 2025 and higher amortization of deferred leasing costs. The increase in Total Portfolio depreciation and amortization expense also reflects a $4.2 million increase attributable to properties or buildings classified as current or future repositioning or development, or lease-up during 2025 or 2026, partially offset by a $1.4 million decrease attributable to properties disposed of between January 1, 2025 and June 30, 2026.
Other Income
During the three months ended June 30, 2026, we recognized $3.5 million of other income related to the resolution of a dispute with a former tenant pursuant to a settlement agreement. No comparable income was recognized during the prior year period.
Other Expenses, Net
Our Total Portfolio other expenses, net, decreased by $2.2 million from expense of $0.2 million for the three months ended June 30, 2025 to income of $2.0 million for the three months ended June 30, 2026. The decrease was primarily attributable to a $2.9 million reduction in previously recognized transition-related share-based compensation expense associated with certain performance awards held by former executive officers due to changes in estimated performance achievement. For additional information, see Note 13 to our consolidated financial statements included in Item 1 of this Report on Form 10-Q. This decrease was partially offset by $0.6 million of employer-paid payroll taxes associated with the vesting of transition-related restricted stock awards in April 2026.
Interest Expense
Our Total Portfolio interest expense increased by $1.9 million, or 7.0%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in interest expense was primarily attributable to a $3.0 million decrease in capitalized interest related to repositioning and development activities and a $0.7 million increase in interest expense associated with borrowings under our unsecured revolving facility. These increases were partially offset by a $1.1 million decrease resulting from the repayment of the $100.0 million unsecured guaranteed senior notes (the “$100 Million Notes”) in August 2025 and a $0.7 million decrease reflecting new interest rate swaps on our $400.0 million term loan facility that became effective on July 1, 2025 and carry lower fixed rates than the swaps they replaced.
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Impairment of Real Estate
During the three months ended June 30, 2026, we recognized impairment charges totaling $624.8 million related to certain real estate assets. The impairment charges were primarily attributable to changes in management's assumptions regarding expected holding periods for properties identified for disposition, which resulted in estimated fair values below carrying value. The impairment charges also included incremental write-downs on certain properties sold during the quarter that had been previously impaired, primarily to reflect estimated costs to sell upon classification as held for sale. No impairment charges were recognized during the three months ended June 30, 2025.
Gains on Sale of Real Estate
During the three months ended June 30, 2026, we recognized gains on sale of real estate of $21.9 million from the disposition of seven properties that were sold for an aggregate gross sales price of $137.9 million, with no gain or loss recognized on the sale of four of these properties, as their carrying values had been reduced to their sales prices through impairment charges recognized in prior and current periods. During the three months ended June 30, 2025, we recognized gains on sale of real estate of $44.4 million from the disposition of two properties sold for an aggregate gross sales price of $81.6 million.
Debt Extinguishment and Modification Expenses
During the three months ended June 30, 2025, we recognized debt extinguishment and modification expenses of $0.3 million, consisting of a $0.2 million loss on extinguishment of debt from the write-off of unamortized debt issuance costs attributable to creditors in the unsecured revolving credit facility that were not included in the May 2025 amended senior unsecured credit agreement and $0.1 million of third-party fees associated with the modification of the $400.0 million unsecured term loan facility. No debt extinguishment and modification expenses were recognized during the three months ended June 30, 2026.
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Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
The following table summarizes the historical results of operations for our Same Property Portfolio and Total Portfolio for the six months ended June 30, 2026 and 2025 (dollars in thousands):
Same Property Portfolio Total Portfolio
Six Months Ended June 30, Increase/(Decrease) % Six Months Ended June 30, Increase/(Decrease) %
2026 2025 Change 2026 2025 Change
REVENUES
Rental income $ 422,543 $ 418,561 $ 3,982 1.0 % $ 485,137 $ 490,389 $ (5,252) (1.1) %
Management and leasing services — — — — % — 274 (274) (100.0) %
Interest income — — — — % 5,447 11,131 (5,684) (51.1) %
TOTAL REVENUES 422,543 418,561 3,982 1.0 % 490,584 501,794 (11,210) (2.2) %
OPERATING EXPENSES
Property expenses 94,045 91,171 2,874 3.2 % 112,977 110,559 2,418 2.2 %
General and administrative — — — — % 28,618 39,620 (11,002) (27.8) %
Depreciation and amortization 119,263 124,422 (5,159) (4.1) % 146,412 157,928 (11,516) (7.3) %
TOTAL OPERATING EXPENSES 213,308 215,593 (2,285) (1.1) % 288,007 308,107 (20,100) (6.5) %
OTHER (EXPENSES) INCOME
Other income — — — — % 4,850 — 4,850 — %
Other expenses, net — — — — % 1,899 (2,483) 4,382 (176.5) %
Interest expense — — — — % (55,171) (53,989) (1,182) 2.2 %
Impairment of real estate — — — — % (631,578) — (631,578) — %
Gains on sale of real estate — — — — % 48,174 57,518 (9,344) (16.2) %
Debt extinguishment and modification expenses — — — — % — (291) 291 (100.0) %
TOTAL OTHER (EXPENSES) INCOME — — — — % (631,826) 755 (632,581) (83,785.6) %
NET (LOSS) INCOME $ 209,235 $ 202,968 $ 6,267 3.1 % $ (429,249) $ 194,442 $ (623,691) (320.8) %
Rental Income
In the following table, we present the components of rental income for the six months ended June 30, 2026 and June 30, 2025, which includes rental revenue, tenant reimbursements and other income related to leases. The below presentation of rental income is not, and is not intended to be, a presentation in accordance with GAAP. We are presenting this information because we believe it is frequently used by management, investors, securities analysts and other interested parties to understand and evaluate the Company’s performance.
Same Property Portfolio Total Portfolio
Six Months Ended June 30, Increase/(Decrease) % Six Months Ended June 30, Increase/(Decrease) %
Category 2026 2025 Change 2026 2025 Change
Rental revenue(1) $ 349,097 $ 346,204 $ 2,893 0.8 % $ 398,771 $ 405,789 $ (7,018) (1.7) %
Tenant reimbursements (2) 72,020 71,158 862 1.2 % 84,584 83,259 1,325 1.6 %
Other income(3) 1,426 1,199 227 18.9 % 1,782 1,341 441 32.9 %
Rental income $ 422,543 $ 418,561 $ 3,982 1.0 % $ 485,137 $ 490,389 $ (5,252) (1.1) %
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Our Same Property Portfolio rental income increased by $4.0 million, or 1.0%, and Total Portfolio rental income decreased $5.3 million, or 1.1%, respectively, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, for the reasons described below:
(1) Rental Revenue
Our Same Property Portfolio rental revenue increased by $2.9 million, or 0.8%, and our Total Portfolio rental revenue decreased by $7.0 million, or 1.7%, respectively, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in our Same Property Portfolio rental revenue is primarily due to an increase in the weighted average occupancy of the portfolio and the continued impact of new and renewal leases executed in prior periods at favorable effective rental rates, partially offset by a $2.1 million decrease in amortization of net below-market lease intangibles and a $1.3 million increase in bad debt reserves and write-offs for tenant receivables not deemed probable of collection. The decrease in Total Portfolio rental revenue also reflects a $10.0 million decrease attributable to properties disposed of between January 1, 2025 and June 30, 2026, partially offset by a $0.1 million increase attributable to properties classified as repositioning, development or lease-up during 2025 or 2026. The increase in rental revenue from such properties primarily reflects higher rental revenue during the current-year period, largely offset by the prior-year recognition of $8.9 million of net lease termination income at two properties, consisting of lump-sum lease termination fees and write-offs of deferred rent receivables and below-market lease intangible balances associated with those lease terminations.
(2) Tenant Reimbursements
Our Same Property Portfolio and Total Portfolio tenant reimbursements revenue increased by $0.9 million, or 1.2%, and $1.3 million, or 1.6%, respectively during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in our Same Property Portfolio tenant reimbursements revenue is primarily due to higher reimbursable property tax expenses and higher billings for other reimbursable expenses, partially offset by approximately $0.9 million of operating expense concessions provided to a single tenant during the first quarter of 2026, lower reimbursable insurance expenses and lower tenant reimbursements resulting from timing differences in completing prior year recoverable expense reconciliations for comparable periods. The increase in Total Portfolio tenant reimbursements revenue also reflects a $2.3 million increase attributable to properties classified as repositioning, development or lease-up during 2025 or 2026, partially offset by a $1.8 million decrease attributable to properties disposed of between January 1, 2025 and June 30, 2026.
(3) Other Income
Our Same Property Portfolio and Total Portfolio other income increased by $0.2 million, or 18.9%, and $0.4 million, or 32.9%, respectively, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to increases in miscellaneous income and fees for late rental payments.
Management and Leasing Services
Our Total Portfolio management and leasing services revenue is zero for the six months ended June 30, 2026, compared to $0.3 million for the six months ended June 30, 2025, reflecting the termination of the Company’s management and leasing services agreements effective January 1, 2026.
Interest Income
Interest income decreased by $5.7 million, or 51.1%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to a decrease in the average cash balance invested in money market accounts.
Property Expenses
Our Same Property Portfolio and Total Portfolio property expenses increased by $2.9 million, or 3.2%, and $2.4 million, or 2.2%, respectively, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in our Same Property Portfolio property expenses is primarily due to increases in property tax expenses, allocated overhead costs, repairs and maintenance expenses, and utilities expenses, partially offset by a decrease in insurance expenses. The increase in Total Portfolio property expenses also reflects a $2.1 million increase attributable to properties classified as repositioning, development or lease-up during 2025 or 2026, partially offset by a $2.5 million decrease attributable to properties disposed of between January 1, 2025 and June 30, 2026.
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General and Administrative
Our Total Portfolio general and administrative expenses decreased by $11.0 million, or 27.8%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to lower non-cash equity compensation expense following the executive leadership transition and related transition and separation arrangements implemented in late 2025.
Depreciation and Amortization
Our Same Property Portfolio and Total Portfolio depreciation and amortization expense decreased by $5.2 million, or 4.1%, and $11.5 million, or 7.3%, respectively, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in our Same Property Portfolio depreciation and amortization expense is primarily due to lower depreciation expense resulting from acquisition-related in-place lease intangibles becoming fully depreciated at certain of our properties subsequent to January 1, 2025 and a $4.0 million write-off of acquisition-related in-place lease intangibles recorded in the first quarter of 2025. These decreases were partially offset by higher depreciation expense related to capital improvements placed into service subsequent to January 1, 2025 and higher amortization of deferred leasing costs. The decrease in Total Portfolio depreciation and amortization expense also reflects a $3.9 million decrease attributable to properties classified as repositioning, development or lease-up during 2025 or 2026, primarily due to a $4.1 million write-off of building and improvements recorded in the first half of 2025, and a $2.5 million decrease attributable to properties disposed of between January 1, 2025 and June 30, 2026.
Other Income
During the six months ended June 30, 2026, we recognized $4.9 million of other income, consisting of $3.5 million related to the resolution of a dispute with a former tenant pursuant to a settlement agreement and $1.4 million related to the sale of solar tax credits. No comparable income was recognized during the prior year period.
Other Expenses, Net
Our Total Portfolio other expenses, net, decreased by $4.4 million from expense of $2.5 million for the six months ended June 30, 2025, to income of $1.9 million for the six months ended June 30, 2026. The decrease was primarily attributable to a $2.9 million reduction in previously recognized transition-related share-based compensation expense associated with certain performance awards held by former executive officers due to changes in estimated performance achievement. For additional information, see Note 13 to our consolidated financial statements included in Item 1 of this Report on Form 10-Q. The decrease was also attributable to a $1.4 million reduction in severance costs, a $0.4 million reduction in construction demolition costs and a $0.3 million reduction in write-offs of construction-related costs associated with cancelled projects, partially offset by $0.6 million of employer-paid payroll taxes associated with the vesting of transition-related restricted stock awards in April 2026.
Interest Expense
Our Total Portfolio interest expense increased by $1.2 million, or 2.2%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in interest expense was primarily attributable to a $3.9 million decrease in capitalized interest related to repositioning and development activities and a $0.9 million increase in interest expense associated with borrowings under our unsecured revolving facility. These increases were partially offset by a $2.2 million decrease resulting from the repayment of the $100 Million Notes in August 2025 and a $1.4 million decrease reflecting new interest rate swaps on our $400.0 million term loan facility that became effective on July 1, 2025 and carry lower fixed rates than the swaps they replaced.
Impairment of Real Estate
During the six months ended June 30, 2026, we recognized impairment charges totaling $631.6 million related to certain real estate assets. The impairment charges were primarily attributable to changes in management's assumptions regarding expected holding periods for properties identified for disposition, which resulted in estimated fair values below carrying value. The impairment charges also included incremental write-downs on certain properties sold during 2026 that had been previously impaired, primarily to reflect estimated costs to sell upon classification as held for sale. No impairment charges were recognized during the six months ended June 30, 2025.
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Gains on Sale of Real Estate
During the six months ended June 30, 2026, we recognized gains on sale of real estate of $48.2 million from the disposition of 12 properties that were sold for an aggregate gross sales price of $265.3 million, with no gain or loss recognized on the sale of seven of these properties, as their carrying values had been reduced to their sales prices through impairment charges recognized in prior and current periods. During the six months ended June 30, 2025, we recognized gains on sale of real estate of $57.5 million from the disposition of three properties that were sold for an aggregate gross sales price of $134.0 million.
Debt Extinguishment and Modification Expenses
During the six months ended June 30, 2025, we recognized debt extinguishment and modification expenses of $0.3 million, consisting of a $0.2 million loss on extinguishment of debt from the write-off of unamortized debt issuance costs attributable to creditors in the unsecured revolving credit facility that were not included in the May 2025 amended senior unsecured credit agreement and $0.1 million of third-party fees associated with the modification of the $400.0 million unsecured term loan facility. No debt extinguishment and modification expenses were recognized during the six months ended June 30, 2026.
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Non-GAAP Supplemental Measure: Funds From Operations and Core Funds From Operations
We calculate funds from operations (“FFO”) attributable to common stockholders in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO represents net income (loss) (computed in accordance with accounting principles generally accepted in the United States (“GAAP”)), excluding gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated joint ventures.
Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization, gains and losses from property dispositions, and asset impairments, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of performance used by other REITs, FFO may be used by investors as a basis to compare our operating performance with that of other REITs.
However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other equity REITs may not calculate or interpret FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. FFO should not be used as a measure of our liquidity and is not indicative of funds available for our cash needs, including our ability to pay dividends.
We calculate “Core FFO” by adjusting FFO for non-comparable items outlined in the reconciliation below. We believe that Core FFO is a useful supplemental measure and that by adjusting for items that are not considered by us to be part of our on-going operating performance, provides a more meaningful and consistent comparison of our operating and financial performance period-over-period. Because these adjustments have a real economic impact on our financial condition and results from operations, the utility of Core FFO as a measure of our performance is limited. Other REITs may not calculate Core FFO in a consistent manner. Accordingly, our Core FFO may not be comparable to other REITs' core FFO. Core FFO should be considered only as a supplement to net income (loss) computed in accordance with GAAP as a measure of our performance. “Company share of Core FFO” in the table below reflects Core FFO attributable to common stockholders, which excludes amounts allocable to noncontrolling interests, participating securities and preferred stockholders.
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The following table sets forth a reconciliation of net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to FFO and Core FFO (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net (loss) income $ (523,811) $ 120,394 $ (429,249) $ 194,442
Adjustments:
Depreciation and amortization 73,479 71,188 146,412 157,928
Impairment of real estate 624,754 — 631,578 —
Gains on sale of real estate (21,893) (44,361) (48,174) (57,518)
Funds From Operations (FFO) $ 152,529 $ 147,221 $ 300,567 $ 294,852
Adjustments:
Acquisition expenses(1) — 23 — 102
Debt extinguishment and modification expenses — 291 — 291
Former executive officer transition-related share-based compensation(1)(2) (2,330) — (2,330) —
Non-capitalizable demolition costs(1) — — — 365
Severance costs(1)(3) 269 199 269 1,682
Other nonrecurring expenses(1)(4) 45 — 107 —
Write-offs of below-market lease intangibles related to terminations(5) (497) — (497) —
Core FFO $ 150,016 $ 147,734 $ 298,116 $ 297,292
Less: preferred stock dividends (2,315) (2,315) (4,629) (4,629)
Less: Core FFO attributable to noncontrolling interests(6) (5,631) (4,979) (10,915) (10,440)
Less: Core FFO attributable to participating securities(7) (668) (731) (1,412) (1,491)
Company share of Core FFO $ 141,402 $ 139,709 $ 281,160 $ 280,732
(1)Amounts are included in the line item “Other expenses, net” in the consolidated statements of operations.
(2)Reflects a decrease in share-based compensation expense related to updated estimates of achievement for the FFO performance condition associated with certain performance awards held by former executive officers, partially offset by employer payroll taxes related to the vesting of transition-related restricted stock awards in April 2026.
(3)Includes costs associated with workforce reduction and workforce reorganization.
(4)Reflects nonrecurring advisory service costs.
(5)Reflects the write-off of the portion of a below-market lease intangible attributable to below-market fixed rate renewal options that were not exercised upon expiration of the initial lease term.
(6)Noncontrolling interests represent (i) holders of outstanding common units of the Company's Operating Partnership that are owned by unit holders other than the Company and (ii) holders of Series 2 CPOP Units and Series 3 CPOP Units. On March 6, 2025, we exercised our conversion right to convert all remaining 904,583 Series 2 preferred units into OP Units.
(7)Participating securities include unvested shares of restricted stock, unvested LTIP units of partnership interest in our Operating Partnership and unvested performance units in our Operating Partnership. For the six months ended June 30, 2026, Core FFO attributable to participating securities was adjusted to exclude $691 thousand of otherwise allocable Core FFO related solely to the transition-related restricted stock awards noted above, which vested in April 2026, consistent with the exclusion of the related transition-related compensation costs from Core FFO.
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Non-GAAP Supplemental Measures: NOI and Cash NOI (Including our Same Property Portfolio)
Net operating income (“NOI”) is a non-GAAP measure which includes the revenue and expenses directly attributable to our real estate properties. NOI is calculated as rental income less property expenses (before interest expense, depreciation and amortization).
We use NOI as a supplemental performance measure because, in excluding real estate depreciation and amortization expense, general and administrative expenses, interest expense, gains (or losses) on sale of real estate, impairment losses of depreciable operating property and other non-operating items, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that NOI will be useful to investors as a basis to compare our operating performance with that of other REITs. However, because NOI excludes depreciation and amortization expense and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties (all of which have real economic effects and could materially impact our results from operations), the utility of NOI as a measure of our performance is limited. Other equity REITs may not calculate NOI in a similar manner and, accordingly, our NOI may not be comparable to such other REITs’ NOI. Accordingly, NOI should be considered only as a supplement to net income or loss as a measure of our performance. NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. NOI should not be used as a substitute for cash flow from operating activities in accordance with GAAP.
NOI on a cash-basis (“Cash NOI”) is a non-GAAP measure, which we calculate by adding or subtracting the following items from NOI: (i) amortization of above/(below) market lease intangibles and amortization of other deferred rent resulting from sale leaseback transactions with below market leaseback payments and (ii) straight-line rental revenue adjustments. We use Cash NOI, together with NOI, as a supplemental performance measure. Cash NOI should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. Cash NOI should not be used as a substitute for cash flow from operating activities computed in accordance with GAAP.
The following table sets forth the revenue and expense items comprising NOI and the adjustments to calculate Cash NOI (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Rental income $ 242,996 $ 241,568 $ 485,137 $ 490,389
Less: Property expenses 56,214 55,298 112,977 110,559
Net Operating Income $ 186,782 $ 186,270 $ 372,160 $ 379,830
Above/(below) market lease revenue adjustments (3,805) (5,788) (8,452) (14,974)
Straight line rental revenue adjustment (9,967) (6,918) (25,103) (12,435)
Cash Net Operating Income $ 173,010 $ 173,564 $ 338,605 $ 352,421
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The following table sets forth a reconciliation of net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to NOI and Cash NOI, Same Property Portfolio NOI and Same Property Portfolio Cash (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net (loss) income $ (523,811) $ 120,394 $ (429,249) $ 194,442
Adjustments:
General and administrative 13,693 19,752 28,618 39,620
Depreciation and amortization 73,479 71,188 146,412 157,928
Other income (3,500) — (4,850) —
Other expenses, net (2,001) 244 (1,899) 2,483
Interest expense 28,571 26,701 55,171 53,989
Debt extinguishment and modification expenses — 291 — 291
Management and leasing services — (132) — (274)
Interest income (2,510) (7,807) (5,447) (11,131)
Impairment of real estate 624,754 — 631,578 —
Gains on sale of real estate (21,893) (44,361) (48,174) (57,518)
Net Operating Income $ 186,782 $ 186,270 $ 372,160 $ 379,830
Above/(below) market lease revenue adjustments (3,805) (5,788) (8,452) (14,974)
Straight line rental revenue adjustment (9,967) (6,918) (25,103) (12,435)
Cash Net Operating Income $ 173,010 $ 173,564 $ 338,605 $ 352,421
Net Operating Income $ 186,782 $ 186,270 $ 372,160 $ 379,830
Non-Same Property Portfolio rental income (32,022) (30,681) (62,594) (71,828)
Non-Same Property Portfolio property expenses 9,403 9,405 18,932 19,388
Same Property Portfolio NOI $ 164,163 $ 164,994 $ 328,498 $ 327,390
Straight line rental revenue adjustment (4,938) (6,328) (15,235) (13,835)
Above/(below) market lease revenue adjustments (3,093) (4,829) (7,263) (9,401)
Same Property Portfolio Cash NOI $ 156,132 $ 153,837 $ 306,000 $ 304,154
Non-GAAP Supplemental Measure: EBITDAre
We calculate earnings before interest expense, income taxes, depreciation and amortization for real estate (“EBITDAre”) in accordance with the standards established by NAREIT. EBITDAre is calculated as net income (loss) (computed in accordance with GAAP), before interest expense, income tax expense, depreciation and amortization, gains (or losses) from sales of depreciable operating property or assets incidental to our business, impairment losses of depreciable operating property or assets incidental to our business and adjustments for unconsolidated joint ventures.
We believe that EBITDAre is helpful to investors as a supplemental measure of our operating performance as a real estate company because it is a direct measure of the actual operating results of our properties. We also use this measure in ratios to compare our performance to that of our industry peers. In addition, we believe EBITDAre is frequently used by securities analysts, investors and other interested parties in the evaluation of equity REITs. However, our industry peers may not calculate EBITDAre in accordance with the NAREIT definition as we do and, accordingly, our EBITDAre may not be comparable to our peers’ EBITDAre. Accordingly, EBITDAre should be considered only as a supplement to net income (loss) as a measure of our performance.
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The following table sets forth a reconciliation of net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to EBITDAre (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net (loss) income $ (523,811) $ 120,394 $ (429,249) $ 194,442
Interest expense 28,571 26,701 55,171 53,989
Depreciation and amortization 73,479 71,188 146,412 157,928
Impairment of real estate 624,754 — 631,578 —
Gains on sale of real estate (21,893) (44,361) (48,174) (57,518)
EBITDAre $ 181,100 $ 173,922 $ 355,738 $ 348,841
Supplemental Guarantor Information
Subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the parent guarantee is “full and unconditional,” the subsidiary obligor is consolidated into the parent company’s consolidated financial statements and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. At June 30, 2026, the Operating Partnership had issued and outstanding $300.0 million of 5.000% Senior Notes due 2028 (the “$300 Million Notes due 2028”), $400.0 million of 2.125% Senior Notes due 2030 (the “$400 Million Notes due 2030”), $400 million of 2.150% Senior Notes due 2031 (the “$400 Million Notes due 2031”), $575.0 million of 4.375% Exchangeable Senior Notes due 2027 (the “2027 Exchangeable Notes”) and $575.0 million of 4.125% Exchangeable Senior Notes due 2029 (the “2029 Exchangeable Notes” and together with the 2027 Exchangeable Notes, the “Exchangeable Notes”). The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the $300 Million Notes due 2028, $400 Million Notes due 2030, $400 Million Notes due 2031 and Exchangeable Notes are guaranteed on a senior basis by the Company. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented.
Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.
Financial Condition, Liquidity and Capital Resources
Overview
Our short-term liquidity requirements consist primarily of funds to pay for operating expenses, interest expense, general and administrative expenses, capital expenditures, tenant improvements and leasing commissions, debt repayments, share repurchases, and distributions to our common and preferred stockholders and holders of common units of partnership interests in our Operating Partnership (“OP Units”). We expect to meet our short-term liquidity requirements through available cash on hand, cash flow from operations, by drawing on our unsecured revolving credit facility and by issuing shares of common stock pursuant to our at-the-market equity offering program or issuing other securities as described below.
Our long-term liquidity needs consist primarily of funds necessary to pay for acquisitions, recurring and nonrecurring capital expenditures and scheduled debt maturities. We intend to satisfy our long-term liquidity needs through net cash flow from operations, proceeds from long-term secured and unsecured financings, borrowings available under our unsecured revolving credit facility, the issuance of equity securities, including preferred stock, and proceeds from selective real estate dispositions as we identify capital recycling opportunities.
As of June 30, 2026, we had:
•Outstanding fixed-rate and variable-rate debt with varying maturities for an aggregate principal amount of $3.3 billion, with $935.9 million due within 12 months (including $575.0 million of 2027 Exchangeable Notes due on March 15, 2027, the $300.0 million term loan facility maturing on May 26, 2027 and the $60.0 million term loan facility maturing on October 27, 2026, which can be extended for three remaining one-year terms at our option);
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•Total scheduled interest payments on our fixed rate debt and projected net interest payments on our variable rate debt and interest rate swaps of $332.2 million, of which $120.9 million is due within 12 months;
•Commitments of $81.6 million for tenant improvements under certain tenant leases and construction work related to obligations under contractual agreements with our construction vendors; and
•Operating lease commitments with aggregate lease payments of $23.0 million, of which $1.6 million is due within 12 months.
See “Note 6 – Notes Payable” to the consolidated financial statements included in Item 1 of this Report on Form 10-Q for further details regarding the scheduled principal payments. Also see “Note 7 – Leases” to the consolidated financial statements for further details regarding the scheduled operating lease payments.
As of June 30, 2026, our cash and cash equivalents were $32.2 million, and we had $14.0 million borrowings outstanding under our unsecured revolving credit facility, leaving $1.231 billion available for future borrowings after giving effect to the $4.6 million letter of credit that was issued under the unsecured revolving credit facility.
Sources of Liquidity
Cash Flow from Operations
Cash flow from operations is one of our key sources of liquidity and is primarily dependent upon: (i) the occupancy levels and lease rates at our properties, (ii) our ability to collect rent, (iii) the level of operating costs we incur and (iv) our ability to pass through operating expenses to our tenants. We are subject to a number of risks related to general economic and other unpredictable conditions, which have the potential to affect our overall performance and resulting cash flows from operations. However, based on our current portfolio mix and business strategy, we anticipate that we will be able to generate positive cash flows from operations.
Capital Recycling
We continuously evaluate opportunities for the potential disposition of properties in our portfolio when we believe such disposition is appropriate in view of our business objectives and capital allocation priorities. In evaluating these opportunities, we consider a variety of criteria including, but not limited to, local market conditions and lease rates, asset type and location, as well as potential uses of proceeds and tax considerations. Tax considerations include entering into tax-deferred like-kind exchanges under Section 1031 of the Code (“1031 Exchange”), when possible, to defer some or all of the taxable gains, if any, on dispositions. A 1031 Exchange generally requires the identification of a replacement property within 45 days and completion of the exchange within 180 days of the sale date.
During the six months ended June 30, 2026, we completed the sale of 12 properties for an aggregate gross sales price of $265.3 million and net cash proceeds of $255.0 million. Subsequent to the second quarter of 2026, we sold one property for a gross sale price of $7.6 million and net cash proceeds of $7.1 million. We did not pursue a 1031 Exchange in connection with these dispositions, and the proceeds were therefore available for other capital allocation purposes.
Consistent with our capital allocation strategy, we have increased our expected 2026 disposition activity and currently anticipate gross disposition proceeds of approximately $1.5 billion to $2.0 billion for the year. We intend to use net proceeds from property dispositions primarily to reduce outstanding indebtedness, fund value-add repositioning and development activities within our existing portfolio and repurchase shares of our common stock. While we currently anticipate elevated disposition activity during the remainder of 2026, the timing and volume of future dispositions will depend on market conditions, asset-specific circumstances or opportunities, and our capital needs. Our ability to dispose of selective properties on advantageous terms, or at all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable.
ATM Program
On February 17, 2023, we established an at-the-market equity offering program (“ATM Program”) pursuant to which we are able to sell from time to time shares of our common stock having an aggregate sales price of up to $1.25 billion.
In connection with the ATM Program, we may sell shares of our common stock directly through sales agents or we may enter into forward equity sale agreements with certain financial institutions acting as forward purchasers whereby, at our discretion, the forward purchasers may borrow and sell shares of our common stock under the ATM Program. The use of a forward equity sale agreement allows us to lock in a share price on the sale of shares of our common stock at the time the agreement is executed but defer settling the forward equity sale agreements and receiving the proceeds from the sale of shares until a later date. Additionally, the forward price that we expect to receive upon physical settlement of an agreement will be
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subject to adjustment for (i) a floating interest rate factor equal to a specified daily rate less a spread, (ii) the forward purchaser’s stock borrowing costs and (iii) scheduled dividends during the term of the agreement.
During the six months ended June 30, 2026, we did not sell any shares of common stock directly through sales agents or enter into any forward equity sale agreements under the ATM Program.
As of June 30, 2026, approximately $927.4 million of common stock remained available to be sold under the ATM Program. Future sales, if any, will depend on a variety of factors, 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.
Securities Offerings
We evaluate the capital markets on an ongoing basis for opportunities to raise capital, and as circumstances warrant, we may issue additional securities, from time to time, to fund acquisitions, for the repayment of long-term debt upon maturity and for other general corporate purposes. Such securities may include common equity, preferred equity and/or debt of us or our subsidiaries. Any future issuance, however, is dependent upon market conditions, available pricing and capital needs and there can be no assurance that we will be able to complete any such offerings of securities.
Investment Grade Rating
Our credit ratings at June 30, 2026, were Baa2 (Stable outlook) from Moody’s and BBB+ (Stable outlook) from both S&P and Fitch with respect to our Credit Agreement (described below), Exchangeable Notes, $25.0 million unsecured guaranteed senior notes and $75.0 million unsecured guaranteed senior notes (together the “Series 2019A and 2019B Notes”), $300 Million Notes, $400 Million Notes due 2030 and $400 Million Notes due 2031. Our credit ratings at June 30, 2026, were BBB- from both S&P and Fitch with respect to our 5.875% Series B Cumulative Redeemable Preferred Stock and our 5.625% Series C Cumulative Redeemable Preferred Stock. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us, and, although it is our intent to maintain our investment grade credit rating, there can be no assurance that we will be able to maintain our current credit ratings. In the event our current credit ratings are downgraded, it may become difficult or more expensive to obtain additional financing or refinance existing indebtedness as maturities become due.
Credit Agreement
As of June 30, 2026, under the Fifth Amended and Restated Credit Agreement (the “Credit Agreement”), we have an unsecured revolving credit facility with a borrowing capacity of $1.25 billion (the “Revolver”), which also allows us to issue letters of credit up to an aggregate amount not to exceed $100.0 million, a $300.0 million unsecured term loan facility (the “$300 Million Term Loan”) and a $400.0 million unsecured term loan facility (the “$400 Million Term Loan” and together with the $300 Million Term Loan, the “Term Facility”). Subject to certain terms and conditions set forth in the Credit Agreement, we may request additional lender commitments and increase the size of the Credit Agreement by an additional $1.05 billion, which may be comprised of additional revolving commitments under the Revolver, an increase to the Term Facility, additional term loan tranches or any combination of the foregoing.
Interest on the Credit Agreement is generally to be paid based upon, at our option, either Term SOFR, daily SOFR or a base rate, plus an applicable margin based on our leverage ratio and debt ratings. The applicable margin for the Term Facility ranges from 0.80% to 1.60% per annum for SOFR-based loans and 0.00% to 0.60% per annum for base rate loans. The applicable margin for the Revolver ranges from 0.725% to 1.400% per annum for SOFR-based loans and letters of credit and 0.00% to 0.40% per annum for base rate loans. In addition to the interest payable on amounts outstanding under the Revolver, we are required to pay an applicable credit facility fee, on each lender's commitment amount under the Revolver, regardless of usage. The applicable credit facility fee ranges from 0.125% to 0.300% per annum, depending on our leverage ratio and investment grade ratings.
In addition, the Credit Agreement also features a sustainability-linked pricing component that can periodically adjust the applicable margin by -0.04%, zero or 0.04% and adjust the applicable credit facility fee by -0.01%, zero or 0.01%, depending on our achievement of the annual sustainability performance metrics. In January 2026, after certifying that our sustainability performance targets were met for 2025, the applicable margin decreased by 0.040% to 0.685% for the Revolver and to 0.760% for the Term Facility, and the credit facility fee decreased by 0.010% to 0.115%.
The Revolver and the Term Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Term Facility and repaid or prepaid may not be reborrowed.
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The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, the unpaid principal amount of all outstanding loans, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
As of the filing date of this Quarterly Report on Form 10-Q, we had $100.0 million of borrowings outstanding under the Revolver and $4.6 million outstanding in letters of credit that reduced our borrowing capacity, leaving $1.145 billion available for future borrowings.
Uses of Liquidity
Recurring and Nonrecurring Capital Expenditures
Capital expenditures are considered part of both our short-term and long-term liquidity requirements. As discussed above under “— Factors that May Influence Future Results of Operations —Acquisitions, Disposition and Value-Add Repositioning and Development of Properties,” as of June 30, 2026, 20 of our properties were under current repositioning/development or lease-up. We currently estimate that approximately $125.7 million of additional capital will be required over the next several years to complete the repositioning/development of these properties. However, this estimate is based on our current construction plans and budgets, both of which are subject to change as a result of a number of factors, including increased costs of building materials or construction services (including as a result of trade disputes and tariffs) and construction delays related to supply chain backlogs and increased lead time on building materials. If we are unable to complete construction on schedule or within budget, we could incur increased construction costs and experience potential delays in leasing the properties. We expect to fund these capital expenditures through a combination of available cash on hand, disposition proceeds, the issuance of common stock under the ATM Program, cash flow from operations and borrowings available under the Revolver.
The following table sets forth certain information regarding non-recurring and recurring capital expenditures at the properties in our portfolio as follows:
Six Months Ended June 30, 2026
Total(1) Square Feet(2) Per Square Foot(3)
Non-Recurring Capital Expenditures(4) $ 72,174 35,695,785 $ 2.02
Recurring Capital Expenditures(5) 7,064 50,348,153 $ 0.14
Total Capital Expenditures $ 79,238
(1)Cost is reported in thousands. Excludes the following capitalized costs: (i) compensation costs of personnel directly responsible for and who spend their time on redevelopment, renovation and rehabilitation activity and (ii) interest, property taxes and insurance costs incurred during the pre-construction and construction periods of repositioning or redevelopment projects.
(2)For non-recurring capital expenditures, reflects the aggregate square footage of the properties in which we incurred such capital expenditures. For recurring capital expenditures, reflects the weighted average square footage of our consolidated portfolio during the period.
(3)Per square foot amounts are calculated by dividing the aggregate capital expenditure costs by the square footage as defined in (2) above.
(4)Non-recurring capital expenditures are expenditures made in respect of a property for repositioning, redevelopment, or other major upgrade or renovation of such property, and further includes capital expenditures for seismic upgrades, roof or parking lot replacements or capital expenditures for deferred maintenance existing at the time such property was acquired.
(5)Recurring capital expenditures are expenditures made in respect of a property for maintenance of such property and replacement of items due to ordinary wear and tear including, but not limited to, expenditures made for maintenance of parking lots, roofing materials, mechanical systems, HVAC systems and other structural systems.
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Dividends and Distributions
In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. To satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax, we intend to distribute a percentage of our cash flow on a quarterly basis to holders of our common stock. In addition, we intend to make distribution payments to holders of OP Units and preferred units, and dividend payments to holders of our preferred stock.
On July 20, 2026, our board of directors declared the following quarterly cash dividends/distributions, record dates and payment dates.
Security Amount per Share/Unit Record Date Payment Date
Common stock $ 0.435 September 30, 2026 October 15, 2026
OP Units $ 0.435 September 30, 2026 October 15, 2026
5.875% Series B Cumulative Redeemable Preferred Stock $ 0.367188 September 15, 2026 September 30, 2026
5.625% Series C Cumulative Redeemable Preferred Stock $ 0.351563 September 15, 2026 September 30, 2026
3.00% Cumulative Redeemable Convertible Preferred Units $ 0.545462 September 15, 2026 September 30, 2026
Stock Repurchase Programs
On April 21, 2026, the Board authorized a stock repurchase program pursuant to which we may repurchase up to a maximum of $500.0 million of our outstanding common stock (the “April 2026 Repurchase Program”). The April 2026 Repurchase Program replaced and superseded, in all respects, our previously authorized February 2026 repurchase program and expires on April 30, 2028, unless modified, extended or terminated earlier at the Board’s discretion.
Under our stock repurchase programs, we may repurchase our shares from time to time in the open market, in privately negotiated transactions or in other transactions as permitted by federal securities laws. The amount and timing of repurchases depend on a number of factors, including the price and availability of our shares, trading volume and general market conditions.
During the six months ended June 30, 2026, we repurchased 8,335,664 shares of common stock for an aggregate cost of $300.2 million, including commissions, at a weighted average price of $35.99 per share. Of this amount, $200.1 million was repurchased under the February 2026 stock repurchase program prior to its termination and $100.1 million was repurchased under the April 2026 Repurchase Program. All repurchased shares were retired on the respective settlement dates. As of June 30, 2026, $399.9 million remained available for repurchase under the April 2026 Repurchase Program.
Subsequent to quarter end, on July 20, 2026, the Board terminated the April 2026 Repurchase Program and authorized a new stock repurchase program pursuant to which we may repurchase up to $1.0 billion of our outstanding common stock (the "July 2026 Repurchase Program"). The July 2026 Repurchase Program replaced and superseded, in all respects, the April 2026 Repurchase Program and expires on July 31, 2028, unless modified, extended or terminated earlier at the Board's discretion.
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Indebtedness Outstanding
The following table sets forth certain information with respect to our consolidated indebtedness outstanding as of June 30, 2026:
Contractual Maturity Date Margin Above SOFR Effective Interest Rate(1) Principal Balance(in thousands)(2)
Unsecured and Secured Debt:
Unsecured Debt:
Revolving Credit Facility 5/30/2029 (3) S+0.685 % (4) 4.365 % (5) $ 14,000
$575M Exchangeable Senior Notes due 2027(6) 3/15/2027 n/a 4.375 % 575,000
$300M Term Loan 5/26/2027 S+0.760 % (4) 3.577 % (7) 300,000
$125M Senior Notes 7/13/2027 n/a 3.930 % 125,000
$300M Senior Notes due 2028 6/15/2028 n/a 5.000 % 300,000
$575M Exchangeable Senior Notes due 2029(6) 3/15/2029 n/a 4.125 % 575,000
$25M Series 2019A Senior Notes 7/16/2029 n/a 3.880 % 25,000
$400M Term Loan 5/30/2030 S+0.760 % (4) 4.174 % (8) 400,000
$400M Senior Notes due 2030 12/1/2030 n/a 2.125 % 400,000
$400M Senior Notes due 2031 9/1/2031 n/a 2.150 % 400,000
$75M Series 2019B Senior Notes 7/16/2034 n/a 4.030 % 75,000
Total Unsecured Debt $ 3,189,000
Secured Debt:
$60M Term Loan(9) 10/27/2026 (9) S+1.250 % (9) 5.060 % $ 60,000
13943-13955 Balboa Boulevard 7/1/2027 n/a 3.930 % 13,608
2205 126th Street 12/1/2027 n/a 3.910 % 5,200
2410-2420 Santa Fe Avenue 1/1/2028 n/a 3.700 % 10,300
11832-11954 La Cienega Boulevard 7/1/2028 n/a 4.260 % 3,646
Gilbert/La Palma 3/1/2031 n/a 5.125 % 1,212
7817 Woodley Avenue 8/1/2039 n/a 4.140 % 2,537
Total Secured Debt $ 96,503
Total Consolidated Debt 3.725 % $ 3,285,503
(1)Reflects the contractual interest rate under the terms of each loan as of June 30, 2026 (and the weighted average interest rate for total consolidated debt) and includes the effect of interest rate swaps that were effective as of June 30, 2026. The interest rate is not adjusted to include the amortization of debt issuance costs or unamortized fair market value premiums/discounts or the facility fee on the Revolver.
(2)Excludes unamortized debt issuance costs and premiums/discounts totaling $21.8 million, which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of June 30, 2026.
(3)The Revolver has two six-month extensions, subject to certain terms and conditions.
(4)As of June 30, 2026, the interest rates on these loans are comprised of daily SOFR for both the Revolver and the $400 Million Term Loan and Term SOFR for the $300 Million Term Loan, plus an applicable margin of 0.725% per annum for the Revolver and 0.80% per annum for the Term Facility, less a sustainability-related rate adjustment of 0.04%. These loans are also subject to a 0% SOFR floor.
(5)The Revolver is subject to an applicable facility fee which is calculated as a percentage of the total lenders’ commitment amount, regardless of usage. As of June 30, 2026, the applicable facility fee is 0.125%, less a sustainability-related rate adjustment of 0.01%. The effective rate assumes daily SOFR of 3.680% as of June 30, 2026.
(6)Noteholders have the right to exchange their notes upon the occurrence of certain events. Exchanges will be settled by delivering cash up to the principal amount of the Exchangeable Notes exchanged, and in respect of the remainder of the exchanged value, if any, in excess thereof, in cash or in a combination of cash and shares of our common stock, at our option.
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(7)As of June 30, 2026, Term SOFR for the $300 Million Term Loan has been swapped to a fixed rate of 2.81725%, resulting in an all-in fixed rate of 3.57725% after adding the applicable margin and sustainability-related rate adjustment.
(8)As of June 30, 2026, Term SOFR for the $400 Million Term Loan has been swapped to a fixed rate of 3.41375%, resulting in an all-in fixed rate of 4.17375% after adding the applicable margin and sustainability-related rate adjustment.
(9)The $60.0 million term loan facility (the “$60 Million Term Loan”) has interest-only payment terms bearing interest at Term SOFR increased by a 0.10% SOFR adjustment plus an applicable margin of 1.25% per annum. As of June 30, 2026, Term SOFR for this loan has been swapped to a fixed rate of 3.710%, resulting in an all-in fixed rate of 5.060% after adding the SOFR adjustment and applicable margin. The loan is secured by six properties. As of June 30, 2026, we have three one-year extension options available, subject to certain terms and conditions.
The following table summarizes the composition of our consolidated debt between fixed-rate and variable-rate and secured and unsecured debt as of June 30, 2026:
Weighted Average Term Remaining (in years) EffectiveInterest Rate(1) Principal Balance(in thousands)(2) % of Total
Fixed vs. Variable:
Fixed(3) 2.8 3.723% $ 3,271,503 99.6%
Variable 2.9 4.365% $ 14,000 0.4%
Secured vs. Unsecured:
Secured 1.1 4.640% $ 96,503 3.0%
Unsecured 2.8 3.698% $ 3,189,000 97.0%
(1)Includes the effect of interest rate swaps that were effective as of June 30, 2026. Interest rates are not adjusted to include the amortization of debt issuance costs or unamortized fair market value premiums/discounts or the facility fee on the Revolver.
(2)Excludes unamortized debt issuance costs and premiums/discounts totaling $21.8 million, which are presented as a reduction of the carrying value of our debt in our consolidated balance sheet as of June 30, 2026.
(3)Fixed-rate debt includes our variable-rate debt that has been effectively fixed through the use of interest rate swaps through maturity.
At June 30, 2026, we had consolidated indebtedness of $3.3 billion, reflecting a net debt to total combined market capitalization of approximately 29.1%. Our total market capitalization is defined as the sum of the liquidation preference of our outstanding preferred stock and preferred units plus the market value of our common stock excluding shares of nonvested restricted stock, plus the aggregate value of common units not owned by us, plus the value of our net debt. Our net debt is defined as our consolidated indebtedness less cash and cash equivalents.
Debt Covenants
The Credit Agreement, $60 Million Term Loan, $125 Million Notes and Series 2019A and 2019B Notes all include a series of financial and other covenants that we must comply with. All financial ratios, metrics and terms used in the covenants below are defined in the applicable loan agreements and are tested on a quarterly basis.
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•For the Credit Agreement and $60 Million Term Loan, maintaining a ratio of secured debt to total asset value of not more than 45%;
•For the $125 Million Notes and Series 2019A and 2019B Notes (together the “Senior Notes”), maintaining a ratio of secured debt to total asset value of not more than 40%;
•For the Senior Notes, maintaining a ratio of total secured recourse debt to total asset value of not more than 15%;
•For the Senior Notes, maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30, 2016;
•Maintaining a ratio of adjusted EBITDA to fixed charges of at least 1.5 to 1.0;
•For the Credit Agreement and Senior Notes, maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and
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•For the Credit Agreement and Senior Notes, maintaining a ratio of unencumbered NOI (as defined in each of the loan agreements) to unsecured interest expense of at least 1.75 to 1.00.
The $300 Million Notes due 2028, $400 Million Notes due 2030 and $400 Million Notes due 2031 (together the “Registered Notes”) contain the following covenants. All financial ratios and terms used below are as defined in the applicable indentures and are tested on an annual basis.
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%;
•Maintaining a ratio of secured debt to total asset value of not more than 40%;
•Maintaining a Debt Service Coverage Ratio of at least 1.5 to 1.0; and
•Maintaining a ratio of unencumbered assets to unsecured debt of at least 1.5 to 1.0.
Subject to the terms of the Credit Agreement, $60 Million Term Loan, Senior Notes and Registered Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal or interest, (ii) a default in the payment of certain of our other indebtedness, and (iii) a default in compliance with the covenants set forth in the debt agreement, the principal and accrued and unpaid interest on the outstanding debt may be declared immediately due and payable at the option of the administrative agent, lenders, trustee and/or noteholders, as applicable, and in the event of bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest on the outstanding debt will become immediately due and payable. In addition, we are required to maintain at all times a credit rating on the Senior Notes from either S&P, Moody’s or Fitch.
We were in compliance with all of our required quarterly financial debt covenants as of June 30, 2026.
Acquisitions
Consistent with our disciplined capital allocation strategy, we continue to evaluate potential acquisition opportunities within our target markets that we believe may represent attractive investment opportunities. Year to date, as of the filing date of this Quarterly Report on Form 10-Q, we have not acquired any properties and have no acquisitions under contract or under accepted offer. Any future acquisitions will be evaluated against alternative capital allocation opportunities, including debt reduction, share repurchases, and value-add investment within our existing portfolio. While the actual number and timing of acquisitions will depend on market conditions and the availability of opportunities that satisfy our underwriting criteria, we may fund future acquisitions through available cash on hand, cash flows from operations, borrowings under our Revolver, proceeds from property dispositions and, over the longer term, proceeds from equity issuances or long-term financings.
Cash Flows
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
The following table summarizes the changes in net cash flows associated with our operating, investing, and financing activities for the six months ended June 30, 2026 and 2025 (in thousands):
Six Months Ended June 30,
2026 2025 Change
Cash provided by operating activities $ 247,952 $ 280,708 $ (32,756)
Cash provided by (used in) investing activities $ 143,911 $ (33,386) $ 177,297
Cash (used in) provided by financing activities $ (525,415) $ 257,895 $ (783,310)
Net cash provided by operating activities. Net cash provided by operating activities decreased by $32.8 million to $248.0 million for the six months ended June 30, 2026, compared to $280.7 million for the six months ended June 30, 2025. The decrease was primarily attributable to changes in working capital and lower Cash NOI from our Total Portfolio.
Net cash provided by (used in) investing activities. Net cash provided by investing activities was $143.9 million for the six months ended June 30, 2026, compared to net cash used in investing activities of $33.4 million for the six months ended June 30, 2025. The $177.3 million increase in net cash flows was primarily attributable to a $126.1 million increase in proceeds from the sale of real estate and a $51.2 million decrease in cash paid for construction costs, including costs related to repositioning and development projects.
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Net cash (used in) provided by financing activities. Net cash used in financing activities was $525.4 million for the six months ended June 30, 2026, compared to net cash provided by financing activities of $257.9 million for the six months ended June 30, 2025. The $783.3 million decrease in net cash flows was primarily attributable to a $477.6 million decrease in net cash proceeds from issuances of common stock, as no shares were issued during the six months ended June 30, 2026, and a $300.2 million increase in cash used for the repurchase of common stock, as no shares were repurchased during the six months ended June 30, 2025.
Inflation
We do not believe that inflation has historically had a material impact on the Company. Significant inflation in recent years, together with current higher fuel and energy costs driven by geopolitical instability and volatility in global energy markets, may result in increased operating expenses and capital expenditures which could have a material impact on our financial position or results of operations. The majority of our leases are either triple net or provide for tenant reimbursement for costs related to real estate taxes and operating expenses. In addition, most of the leases provide for fixed rent increases. We believe that inflationary increases to real estate taxes, utility expenses and other operating expenses may be partially offset by the contractual rent increases and tenant payment of taxes and expenses described above.
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