# LXP Industrial Trust: Form 10-Q for the period ended Jun 30, 2026

- Company: [LXP Industrial Trust](/companies/lxp.md) (CIK 910108)
- Form: 10-Q
- Filed: 2026-07-29
- Accepted by EDGAR: Jul 29, 2026, 11:07 ET
- Period: 2026-06-30
- Accession: 0000910108-26-000045
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/910108/000091010826000045/lxp-20260630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/910108/000091010826000045/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-04-01 to 2026-06-30 | $969.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2026-01-01 to 2026-06-30 | $1.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-04-01 to 2026-06-30 | $16.2m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2026-01-01 to 2026-06-30 | $32.9m | us-gaap:CostOfGoodsAndServicesSold |
| Interest expense | 3 months, 2026-04-01 to 2026-06-30 | $13.3m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 6 months, 2026-01-01 to 2026-06-30 | $26.5m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2026-04-01 to 2026-06-30 | $164.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2026-01-01 to 2026-06-30 | $300.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-04-01 to 2026-06-30 | $55.0k | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2026-01-01 to 2026-06-30 | −$184.0k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-04-01 to 2026-06-30 | −$0.03 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2026-01-01 to 2026-06-30 | −$0.06 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-04-01 to 2026-06-30 | −$0.03 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2026-01-01 to 2026-06-30 | −$0.06 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-04-01 to 2026-06-30 | 58,094,324 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2026-01-01 to 2026-06-30 | 58,128,487 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2026-01-01 to 2026-06-30 | $86.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 6 months, 2026-01-01 to 2026-06-30 | $85.4m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2026-01-01 to 2026-06-30 | $15.8m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2026-06-30 | $18.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2026-06-30 | $3.46bn | us-gaap:Assets |
| Total liabilities | at 2026-06-30 | $1.50bn | us-gaap:Liabilities |
| Long-term debt | at 2026-06-30 | $1.36bn | us-gaap:LongTermDebt |
| Shareholders' equity | at 2026-06-30 | $1.95bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 40,213 characters.

#### CONDITION AND RESULTS OF OPERATIONS

### Introduction

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

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

When we use the term “GAAP,” we mean United States generally accepted accounting principles in effect from time to time.

When we use the term “common shares,” we mean our shares of beneficial interest par value $0.0001, classified as common stock. Effective as of 5:00 p.m. ET on November 10, 2025, each outstanding common share automatically reclassified into 1/5th of a common share, which we refer to as the "Reverse Split." All common share amounts are presented on a reclassified basis. When we use the term “Series C Preferred Shares,” we mean our beneficial interest classified as 6.50% Series C Convertible Preferred Stock.

When we use the term “base rent,” we mean GAAP rental revenue and ancillary income, excluding billed tenant reimbursements and lease termination income.

When we use “Stabilized Portfolio,” we mean all real estate properties that have achieved 90% occupancy of the property or, if earlier, where it has been one-year from the cessation of major construction activities. Non-stabilized, substantially completed development projects are classified within investments in real estate under construction.

The terms “FFO,” “Adjusted Company FFO,” and “NOI” are defined in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of this Quarterly Report.

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

*Forward-Looking Statements.* This Quarterly Report, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects,” “may,” “plans,” “predicts,” “will,” “will likely result” or similar expressions. Readers should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. In particular, among the factors that could cause actual results, performances or achievements to differ materially from current expectations, strategies or plans include, among others, risks associated with our ability to obtain consummate the Merger (defined below), including obtaining the requisite shareholder approval, and the timing of the closing, including the risks that a condition to closing will not be satisfied within the expected timeframe or at all or that the closing will not occur; the outcome of any legal proceedings that may be instituted against the parties to, and others related to, the Merger Agreement (defined below), including timing and expenses risks; operational risks related to the Merger, including time demands on management, employee retentions and transaction costs that are not contingent on closing; and those risks discussed below in “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and under the headings “Risk Factors” in this Quarterly Report and under

“Risk Factors” in Part I, Item A and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report and other periodic reports filed by the Company with the SEC. Except as required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Accordingly, there is no assurance that our expectations will be realized.

### Overview

As of June 30, 2026, we had equity ownership interests in approximately 109 consolidated real estate properties, located in 14 states and containing approximately 53.3 million square feet of rentable space, which were approximately 97.4% leased based upon net rentable square feet.

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

### Proposed Merger

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

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

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

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

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

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

#### Second Quarter 2026 Transaction Summary.

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

#### Acquisition Activity.

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

#### Leasing Activity.

- Pre-leased the approximately 1.2 million square foot Phoenix development project securing a five-year lease with 3.5% annual rent escalations and an expected initial annual cash base rent of approximately $9.8 million.
- Completed an additional 2.3 million square feet of new second-generation leases and second-generation lease extensions, increasing base and cash base rents by 43.1% and 26.2%, respectively, excluding leases with fixed-rate renewals.

#### Development Activity.

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

#### Equity.

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

### Critical Accounting Estimates

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

### Liquidity and Capital Resources

*Cash Flows.* We believe that cash flows from operations will continue to provide adequate capital to fund our operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with applicable REIT requirements in both the short-term and long-term. However, our cash flow from operations may be negatively affected in the near term if we experience tenant defaults. In addition, we anticipate that cash on hand, borrowings under our unsecured revolving credit facility, capital recycling proceeds, issuances of equity, mortgage proceeds and other debt, as well as other available alternatives, will provide the necessary capital required by our business.

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

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

Net cash (used in) provided by investing activities totaled $(139.9) million and $47.6 million during the six months ended June 30, 2026 and 2025, respectively. Cash used in investing activities in 2026 related primarily to acquisitions of real estate, investments in real estate under construction, capital expenditures, lease costs, investments in non-consolidated entities and changes in real estate deposits, offset by net proceeds from receipt of insurance proceeds. Cash provided by investing activities in 2025 related primarily to proceeds from property sales and receipt of insurance proceeds, offset by investments in real estate under construction, capital expenditures, lease costs, investments in non-consolidated entities and changes in real estate deposits, net.

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

*At-The-Market Offering Program.* We maintain an At-The-Market offering program ("ATM program") under which we can issue common shares, including through forward sales contracts.

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

Volatility in the capital markets, including as a result of general economic conditions, may negatively affect our ability to access the capital markets through our ATM program and other offerings.

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

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

*Dividends.* Dividends paid to our common and preferred shareholders were $85.4 million and $82.1 million in the six months ended June 30, 2026 and 2025, respectively.

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

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

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

|  | June 30, 2026 | Interest Rate |  | Maturity Date | Issue Price |
| --- | ---: | ---: | ---: | --- | ---: |
| Revolving Credit Facility | $15.0 | SOFR +0.775% | (1) | January 2030 | — |
| Term Loan | 250.0 | SOFR + 0.850% | (2) | January 2029 | — |
| Senior Notes due 2028 | 160.0 | 6.750% |  | November 2028 | 99.423% |
| Senior Notes due 2030 | 400.0 | 2.700% |  | September 2030 | 99.233% |
| Senior Notes due 2031 | 400.0 | 2.375% |  | October 2031 | 99.758% |
| Trust Preferred Securities | 101.0 | SOFR + 1.96% | (3) | April 2037 | — |
| Total unsecured debt | $1,326.0 |  |  |  |  |

(1) Amended and restated the Revolving Credit Facility with an interest rate range from SOFR plus 0.725% to 1.40%. Based on our current rating and leverage ratio, the credit spread is 0.775%. Maturity can be extended to January 2031, subject to certain conditions.

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

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

The senior notes are unsecured and require interest payments semi-annually in arrears. We may redeem the senior notes at our option at any time prior to maturity in whole or in part by paying the principal amount of the senior notes being redeemed plus a make-whole premium.

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

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

### Development Costs

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

### Results of Operations

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

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

The decrease in depreciation and amortization expense of $1.3 million was primarily due to property sales.

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

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

The decrease in gain on sale or disposal of, and recovery on, real estate, net of $31.4 million was primarily due to no property dispositions during the three months ended June 30, 2026 compared to $31.4 million gain on sale from one property sold during the three months ended June 30, 2025.

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

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

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

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

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

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

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

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

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

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

#### Same-Store Results

Same-store net operating income, or NOI, which is a non-GAAP measure, represents the NOI for consolidated properties that were owned, stabilized and included in our portfolio for the entirety of the period commencing January 1, 2025 and through the end of the current reporting period. We define NOI as operating revenues (rental income (less GAAP rent adjustments, non-cash income related to sales-type leases and lease termination income, net), and other property income) less property operating expenses. Other REITs may use different methodologies for calculating same-store NOI, and accordingly same-store NOI may not be comparable to other REITs. Management believes that same-store NOI is a useful supplemental measure of our operating performance because same-store NOI excludes the change in NOI from acquired, expanded and sold properties and it highlights operating trends such as occupancy levels, rental rates and operating costs on properties. However, same-store NOI should not be viewed as an alternative measure of our financial performance since it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. We believe that net income is the most directly comparable GAAP measure to same-store NOI.

The following presents our consolidated same-store NOI, for the three and six months ended June 30, 2026 and 2025 ($000s):

|  | Three Months Ended June 30, 2026 | 2025 | Six Months Ended June 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Total cash base rent | $68,022 | $66,593 | $136,767 | $133,196 |
| Tenant reimbursements | 14,208 | 14,853 | 29,340 | 30,121 |
| Property operating expenses | (15,400) | (14,925) | (31,868) | (30,683) |
| Same-store NOI | $66,830 | $66,521 | $134,239 | $132,634 |

Our same-store NOI increased for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 by 0.5% and 1.2%, respectively, primarily due to an increase in cash base rents. As of June 30, 2026 and 2025, our historical same-store square footage leased was 97.4% and 97.7%, respectively.

Below is a reconciliation of net income to same-store NOI for periods presented ($000s):

|  | Three Months Ended June 30, 2026 | 2025 | Six Months Ended June 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Net income (loss) | $(8) | $28,397 | $(299) | $46,559 |
| Interest and amortization expense | 13,250 | 16,467 | 26,467 | 32,747 |
| Provision for income taxes | 164 | 199 | 300 | 414 |
| Depreciation and amortization | 48,056 | 49,362 | 95,041 | 99,874 |
| General and administrative | 9,714 | 9,630 | 19,968 | 20,020 |
| Transaction costs | — | 38 | 15 | 38 |
| Non-operating/advisory fee income | (1,441) | (1,719) | (3,948) | (3,209) |
| (Gain) loss on sale or disposal of, and recovery on, real estate, net | 79 | (31,320) | (2,225) | (55,955) |
| (Gain) loss on debt satisfaction, net | — | (1,143) | 299 | (793) |
| Equity in losses of non-consolidated entities | 1,153 | 958 | 3,590 | 1,938 |
| Lease termination income, net | (76) | (123) | (152) | (123) |
| Straight-line adjustments | (2,343) | (2,068) | (2,969) | (3,027) |
| Lease incentives | 672 | 453 | 1,172 | 899 |
| Amortization of above/below market leases | 59 | (756) | (243) | (1,871) |
| NOI | $69,279 | $68,375 | $137,016 | $137,511 |
| Less NOI: |  |  |  |  |
| Acquisitions, expansions, developments, redevelopments and dispositions | (2,449) | (1,854) | (2,777) | (4,877) |
| Same-Store NOI | $66,830 | $66,521 | $134,239 | $132,634 |

32

### Funds From Operations

We believe that Funds from Operations, or FFO, which is a non-GAAP measure, is a widely recognized and appropriate measure of the performance of an equity REIT. We believe FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. As a result, FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not necessarily be apparent from net income.

The National Association of Real Estate Investment Trusts, or Nareit, defines FFO as “net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sales of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. The reconciling items include amounts to adjust earnings from consolidated partially-owned entities and equity in earnings of unconsolidated affiliates to FFO.” FFO does not represent cash generated from operating activities in accordance with GAAP and is not indicative of cash available to fund cash needs.

We present FFO available to common shareholders - basic and also present FFO available to all equityholders - diluted on a company-wide basis as if all securities that are convertible, at the holder's option, into our common shares, are converted at the beginning of the period. We also present Adjusted Company FFO available to all equityholders - diluted, which adjusts FFO available to all equityholders - diluted for certain items which we believe are not indicative of the operating results of our real estate portfolio and not comparable from period to period. We believe this is an appropriate presentation as it is frequently requested by securities analysts, investors and other interested parties. Since others do not calculate these measures in a similar fashion, these measures may not be comparable to similarly titled measures as reported by others. These measures should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow as a measure of liquidity.

Adjusted Company FFO, NOI and the other non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, net income or loss as determined in accordance with GAAP. FFO, Adjusted Company FFO and NOI, and GAAP net income (loss) differ because FFO, Adjusted Company FFO and NOI exclude many items that are factored into GAAP net income or loss.

Because of the differences between FFO, Adjusted Company FFO, NOI and GAAP net income or loss, FFO, Adjusted Company FFO and NOI may not be accurate indicators of our operating performance, especially during periods in which we are acquiring and selling properties. In addition, FFO, Adjusted Company FFO and NOI are not necessarily indicative of cash flow available to fund cash needs and investors should not consider FFO, Adjusted Company FFO or NOI as alternatives to cash flows from operations, as an indication of our liquidity or as indicative of funds available to fund our cash needs, including our ability to make distributions to our shareholders.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO, Adjusted Company FFO and NOI. Also, because not all companies calculate FFO, Adjusted Company FFO and NOI the same way, comparisons with other companies’ measures with similar titles may not be meaningful.

The following presents a reconciliation of net income attributable to common shareholders to FFO available to common shareholders and Adjusted Company FFO available to all equityholders for the three and six months ended June 30, 2026 and 2025 (unaudited and dollars in thousands, except share and per share amounts):

| FUNDS FROM OPERATIONS: Basic and Diluted: | Three Months Ended June 30, 2026 | 2025 | Six Months Ended June 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Net income (loss) attributable to common shareholders | $(1,630) | $27,450 | $(3,572) | $44,729 |
| Adjustments: |  |  |  |  |
| Depreciation and amortization - real estate | 46,101 | 47,725 | 91,334 | 96,547 |
| Impairment charges - real estate, from our share of non-consolidated entities | — | — | 1,250 | — |
| Amortization of leasing commissions | 1,955 | 1,637 | 3,707 | 3,327 |
| Joint venture and noncontrolling interest adjustment | 1,281 | 1,206 | 2,613 | 2,412 |
| (Gain) loss on sale or disposal of, and recovery on, real estate, net | 79 | (31,320) | (2,225) | (55,955) |
| **FFO available to common shareholders - basic** | 47,786 | 46,698 | 93,107 | 91,060 |
| Preferred dividends | 1,573 | 1,573 | 3,145 | 3,145 |
| Amount allocated to participating securities | 112 | 109 | 243 | 236 |
| **FFO available to all equityholders - diluted** | 49,471 | 48,380 | 96,495 | 94,441 |
| Transaction costs(1) | — | 38 | 15 | 38 |
| (Gain) loss on debt satisfaction, net | — | (1,143) | 299 | (793) |
| **Adjusted Company FFO available to all equityholders - diluted** | $49,471 | $47,275 | $96,809 | $93,686 |

| Per Common Share Amounts Basic: |  |  |  |  |
| --- | ---: | ---: | ---: | ---: |
| FFO | $0.82 | $0.80 | $1.60 | $1.56 |
| Diluted: |  |  |  |  |
| FFO | $0.84 | $0.81 | $1.63 | $1.59 |
| Adjusted Company FFO | $0.84 | $0.80 | $1.64 | $1.58 |

| Weighted-Average Common Shares: Basic: |  |  |  |  |
| --- | ---: | ---: | ---: | ---: |
| Weighted-average common shares outstanding - basic EPS | 58,094,324 | 58,374,448 | 58,128,487 | 58,357,922 |
| Diluted: |  |  |  |  |
| Weighted-average common shares outstanding - diluted EPS | 58,094,324 | 58,441,633 | 58,128,487 | 58,450,736 |
| Preferred shares - Series C | 942,106 | 942,114 | 942,110 | 942,114 |
| Weighted-average common shares outstanding - diluted FFO | 59,036,430 | 59,383,747 | 59,070,597 | 59,392,850 |

(1) Transaction costs, including costs associated with terminated investments, such as non-refundable deposits and legal fees.

### Off-Balance Sheet Arrangements

As of June 30, 2026, we had investments in various real estate entities with varying structures. The real estate investments owned by our institutional joint ventures are generally financed with non-recourse debt. Non-recourse debt is generally defined as debt whereby the lenders' sole recourse with respect to borrower defaults is limited to the value of the assets collateralized by the debt. The lender generally does not have recourse against any other assets owned by the borrower or any of the members or partners of the borrower, except for certain specified exceptions listed in the particular loan documents. These exceptions generally relate to “bad boy” acts, including fraud, prohibited transfers and breaches of material representations, and environmental matters. We have guaranteed such obligations for certain of our non-consolidated entities with respect to $475.8 million of such non-recourse debt. We believe the likelihood of making any payments under such guaranties is remote and we generally have an agreement from each partner to reimburse us for its proportionate share of any liability related to a guarantee trigger unless such trigger is caused solely by us.

## Market risk

As filed, 3,157 characters.

#### DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk relates primarily to our variable-rate indebtedness not subject to interest rate swaps and our fixed-rate debt. Our consolidated aggregate principal variable-rate indebtedness not subject to interest rate swaps was $33.5 million and $18.5 million at June 30, 2026 and 2025, which represented 2.4% and 1.2%, respectively, of our aggregate principal consolidated indebtedness. During the three months ended June 30, 2026 and 2025, our variable-rate indebtedness had a weighted-average interest rate of 5.1% and 6.2%, respectively. Had the weighted-average interest rate been 100 basis points higher, our interest expense for the three months ended June 30, 2026 and 2025 would have increased by $0.2 million and $0.1 million, respectively. During the six months ended June 30, 2026 and 2025, our variable-rate indebtedness had a weighted-average interest rate of 5.3% and 6.3%, respectively. Had the weighted-average interest rate been 100 basis points higher, our interest expense for the six months ended June 30, 2026 and 2025 would have increased by $0.2 million in each period. As of June 30, 2026 and 2025, our aggregate principal consolidated fixed-rate debt was $1.3 billion and $1.5 billion, respectively, which represented 97.6% and 98.8%, respectively, of our aggregate principal indebtedness.

For certain of our financial instruments, fair values are not readily available since there are no active trading markets as characterized by current exchanges between willing parties. Accordingly, we derive or estimate fair values using various valuation techniques, such as computing the present value of estimated future cash flows using discount rates commensurate with the risks involved. However, the determination of estimated cash flows may be subjective and imprecise. Changes in assumptions or estimation methodologies can have a material effect on these estimated fair values. The following fair value was determined using the interest rates that we believe our outstanding fixed-rate debt would warrant as of June 30, 2026 and is indicative of the interest rate environment as of June 30, 2026, and does not take into consideration the effects of subsequent interest rate fluctuations. Accordingly, we estimate that the fair value of our fixed-rate debt was $1.3 billion as of June 30, 2026.

Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates through the use of fixed-rate debt instruments to the extent that reasonably favorable rates are obtainable with such arrangements. We may enter into derivative financial instruments such as interest rate swaps or caps to mitigate our interest rate risk on a related financial instrument or to effectively lock the interest rate on a portion of our variable-rate debt. As of June 30, 2026, we had interest rate swap agreements (see Note 8 to our unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report).

## Controls and procedures

As filed, 2,395 characters.

*Evaluation of Disclosure Controls and Procedures*. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report to determine if such controls and procedures were effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, including each of our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of June 30, 2026.

*Changes in Internal Control Over Financial Reporting*. There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this Quarterly Report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

*Limitations on the Effectiveness of Controls*. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

## Risk factors

As filed, 9,934 characters.

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

### Risks Related to the Proposed Merger

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

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

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

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

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

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

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

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

- we may experience negative reactions from the financial markets, including negative impacts on our share price, and it is uncertain when, if ever, the price of our common shares would return to the prices at which our common shares currently trade;
- we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting tenants and employees;
- we would still be required to pay certain significant costs relating to the proposed Merger, such as legal, accounting, consulting and other advisory fees, and other related costs, which may relate to activities that we would not have undertaken other than in connection with the proposed Merger;
- we may be required to pay a cash termination fee to Parent of up to approximately $108.2 million, as required under the Merger Agreement under certain circumstances;
- while the Merger Agreement is in effect, we are subject to restrictions on our business activities, including, among other things, restrictions on our ability to engage in certain kinds of material transactions, including, subject to certain exceptions, acquiring other properties or disposing of currently owned properties, making capital expenditures, or incurring indebtedness, which could prevent us from pursuing strategic business opportunities, taking actions with respect to the business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may, as a result, significantly adversely affect our business, results of operations and financial condition;
- matters relating to the proposed Merger require substantial commitments of time and resources by management, which could result in the distraction of management from ongoing business operations and pursuing other opportunities that could have been beneficial to us; and
- we may commit significant time and resources to defending against litigation related to the proposed Merger.

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

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

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

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

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

Filed Jul 29, 2026.
Source: SEC EDGAR, the filing index for accession 0000910108-26-000045. Last ingested by Listed: Nov 3, 2026, 06:05 ET. No prices; not investment advice.