# Medalist Diversified, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Medalist Diversified, Inc.](/companies/mdrr.md) (CIK 1654595)
- Form: 10-Q
- Filed: 2025-08-07
- Accepted by EDGAR: Aug 7, 2025, 16:06 ET
- Period: 2025-06-30
- Accession: 0001558370-25-010758
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1654595/000155837025010758/mdrr-20250630x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1654595/000155837025010758/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $2.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $4.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $241.5k | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | −$373.2k | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-04-01 to 2025-06-30 | $558.8k | us-gaap:InterestExpense |
| Interest expense | 6 months, 2025-01-01 to 2025-06-30 | $1.1m | us-gaap:InterestExpense |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$456.4k | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$1.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.34 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$1.13 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.34 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$1.13 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 1,353,132 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 1,355,091 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $704.1k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $140.8k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $2.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-06-30 | $77.7m | us-gaap:Assets |
| Total liabilities | at 2025-06-30 | $52.3m | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $49.6m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2025-06-30 | $13.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 90,665 characters.

*The following discussion and analysis is based on, and should be read in conjunction with, the condensed consolidated financial statements and the related notes thereto of Medalist Diversified REIT, Inc. contained in this Quarterly Report.*

*This following discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks, uncertainties and assumptions. See “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with those statements. Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors.*

### CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The U.S. Private Securities Litigation Reform Act of 1995 (the “1995 Act”) provides a “safe harbor” for forward-looking statements. This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including, but not limited to, statements relating to our business activities, financing sources, liquidity, redemption of our mandatorily redeemable preferred stock and strategy. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases to identify forward-looking statements in this Quarterly Report.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

- the competitive environment in which we operate;
- local, regional, national and international economic and geopolitical conditions, including recent trade tensions;
- capital expenditures;
- the availability, terms and deployment of capital;
- financing risks;
- inflation;
- the general level of interest rates;
- changes in our business or strategy;
- fluctuations in interest rates and increased operating costs;
- our incurrence of impairment charges;
- the implementation of our DST Program (as defined below);
- the degree and nature of our competition;
- our dependence upon our key personnel;
- defaults on or non-renewal of leases by tenants;
- decreased rental rates or increased vacancy rates;
- our ability to make distributions on shares of our common stock;
- difficulties in identifying properties to acquire and completing acquisitions;
- our ability to operate as a public company;
- natural disasters such as hurricanes, floods or tornadoes;
- the impact of epidemics, pandemics, or other outbreaks of illness, disease or virus and measures intended to prevent the spread or address the effects thereof;
- our ability to maintain our qualification as a REIT for U.S. federal income tax purposes;
- our ability to maintain an active trading market for our common stock on The Nasdaq Capital Market (“Nasdaq”) and maintain continued listing on Nasdaq and the likelihood that a delisting of our common stock from Nasdaq could result in significantly lower trading volumes and reduced liquidity for investors seeking to buy or sell our common stock;
- potential changes in the law or governmental regulations that affect us and interpretations of those laws and regulations, including changes in real estate and zoning or tax laws, and potential increases in real property tax rates;
- potential disruption to or compromise of our information technology networks or data, or those of third parties upon which we rely; and
- related industry developments, including trends affecting our business, financial condition and results of operations.

The forward-looking statements contained in this Quarterly Report are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to us and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to the factors, risks and uncertainties described above, changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Quarterly Report speaks only as of the date of this Quarterly Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable laws.

### Overview

#### Company

Medalist Diversified REIT, Inc. is a Maryland corporation formed on September 28, 2015. Beginning with our taxable year ended December 31, 2017, we believe that we have operated in a manner qualifying us as a real estate investment trust (“REIT”), and we have elected to be taxed as a REIT for federal income tax purposes. Medalist Diversified REIT, Inc. serves as the general partner of Medalist Diversified Holdings, LP which was formed as a Delaware limited partnership on September 29, 2015.

We were formed to acquire, reposition, renovate, lease and manage income-producing properties. Our current primary focus is on (i) managing our legacy portfolio consisting of retail and flex-industrial properties in secondary and tertiary markets in Virginia, North Carolina, and South Carolina, (ii) managing and expanding our STNL property portfolio in geographic markets across the United States and (iii) implementing a program by which we will act as a sponsor of Delaware Statutory Trust (“DST”) investment offerings. We may also pursue, in an opportunistic manner, other real estate-related and non-real estate-related investments, including, among other things, equity or other ownership interests in entities that are the direct or indirect owners of real property, indirect investments in real property, such as those that may be obtained in a joint venture, and ownership of crypto assets. While these types of investments are not intended to be a primary focus, we may make such investments in our discretion.

As of June 30, 2025, our portfolio consisted of the following properties:

| ​ Name | ​ | ​ Type | ​ | ​ Location | ​ | ​ SQ FT | ​ ​ | ​ Date Acquired |
| --- | --- | --- | --- | --- | --- | ---: | --- | --- |
| Ashley Plaza Property | ​ | Retail | ​ | Goldsboro, North Carolina | ​ | 156,012 | ​ | August 30, 2019 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Franklin Square Property | ​ | Retail | ​ | Gastonia, North Carolina | ​ | 134,239 | ​ | April 28, 2017 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Lancer Center Property | ​ | Retail | ​ | Lancaster, South Carolina | ​ | 181,590 | ​ | May 14, 2021 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Salisbury Marketplace Property | ​ | Retail | ​ | Salisbury, North Carolina | ​ | 79,732 | ​ | June 13, 2022 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Brookfield Center Property | ​ | Flex | ​ | Greenville, South Carolina | ​ | 64,880 | ​ | October 3, 2019 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Greenbrier Business Center Property | ​ | Flex | ​ | Chesapeake, Virginia | ​ | 89,280 | ​ | August 27, 2021 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Parkway Property | ​ | Flex | ​ | Virginia Beach, Virginia | ​ | 64,109 | ​ | November 1, 2021 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Citibank Property | ​ | Single Tenant Net Lease | ​ | Chicago, Illinois | ​ | 4,350 | ​ | March 28, 2024 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Buffalo Wild Wings Property | ​ | Single Tenant Net Lease | ​ | Bowling Green, Kentucky | ​ | 5,933 | ​ | January 24, 2025 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| United Rentals Property | ​ | Single Tenant Net Lease | ​ | Huntsville, Alabama | ​ | 7,529 | ​ | February 21, 2025 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| East Coast Wings Property | ​ | Single Tenant Net Lease | ​ | Goldsboro, North Carolina | ​ | 5,000 | ​ | August 30, 2019 |
| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| T-Mobile Property | ​ | Single Tenant Net Lease | ​ | Goldsboro, North Carolina | ​ | 3,000 | ​ | August 30, 2019 |

In addition, as of June 30, 2025, we also owned three undeveloped parcels which are currently being marketed for use as STNL properties including (i) an outparcel at our Lancer Center Property consisting of approximately 1.80 acres (the “Lancer Outparcel”), (ii) an outparcel at our Salisbury Marketplace Property consisting of approximately 1.20 acres (the “Salisbury Outparcel”) (the exact size of the Lancer Outparcel and Salisbury Outparcel will not be determined until a user is identified), and (iii) the Hanover Square Outparcel consisting of 0.86 acres located adjacent to the Hanover Square Shopping Center.

### Reporting Segments

We establish operating segments at the property level and aggregate individual properties into reportable segments based on product types in which we have investments. As of June 30, 2025, our reportable segments were retail center properties, flex center properties and STNL properties.

### Recent Highlights

#### Acquisition of the Tesla Pensacola Property, Commencement of DST Program

On July 18, 2025, we, through a wholly-owned subsidiary, completed the acquisition of a Tesla service, sales and delivery facility consisting of a 45,461 square foot, single story building on 3.498 acres of land located at 312 E. 9 Mile Road, Pensacola, Florida (the “Tesla Pensacola Property”). The total purchase price paid for the Tesla Pensacola Property was $14,544,504 and was purchased from an unaffiliated seller. The acquisition was funded using a line of credit from Farmers and Merchants Bank of Long Beach in the amount of $14,700,000 (the “Farmers Line of Credit”).

We intend to contribute the Tesla Pensacola Property to a newly formed Delaware Statutory Trust (“DST”). Following the contribution, the Company plans to launch a program (the “DST Program”) to raise capital, through the Operating Partnership, through private placement offerings exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by selling beneficial interests (the “DST Interests”) in specific DSTs holding real properties (the “DST Properties”). We expect that the DST Program will provide us with the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors who may be seeking like-kind replacement properties to complete tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code (the “Code”). We intend to use the net offering proceeds from the DST Program to make investments in accordance with our investment strategy and policies, reduce our borrowings, repay indebtedness, fund the repurchase of shares under our share repurchase plan and for other corporate purposes. In addition, we expect to generate fee-based income, such as acquisition fees, asset management fees, disposition fees, and financing coordination fees, among others, from the DST Program. However, there can be no assurance that we will be successful in our efforts to sell the DST Interests or to generate fee-based income. As of August 7, 2025, we have not initiated our efforts to raise gross offering proceeds through the DST Program.

#### Farmers Line of Credit

On July 18, 2025, we, through our wholly-owned subsidiaries, entered into the new Farmers Line of Credit in the amount of $14,700,000 in connection with the acquisition of the Tesla Pensacola Property as discussed above. On April 28, 2025, we terminated the prior $4,000,000 line of credit with Wells Fargo Bank, National Association, in anticipation of the Farmers Line of Credit.

#### S-3 “Shelf” Registration Statement

On April 9, 2025, we filed a new shelf registration statement with the SEC, which is effective for a term of three years and will expire in April 2028. Pursuant to this shelf registration statement, we may issue up to $100,000,000 of Common Shares. The securities covered by this registration statement are limited to our Common Shares. We may periodically offer Common Shares in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

#### Financing Activities

### Mortgages Payable

We have historically financed acquisitions of our investment properties through mortgages. The following table is presented as of June 30, 2025.

*(unaudited)*

| ​ ​ ​ ​ Property | ​ ​ ​ ​ | ​ ​ ​ ​ Monthly Payment | ​ ​ ​ ​ | ​ ​ ​ Interest Rate | ​ ​ ​ ​ ​ | ​ ​ ​ ​ Maturity | ​ ​ ​ ​ | ​ ​ Balance June 30, 2025 | ​ ​ ​ | ​ ​ ​ ​ ​ December 31, 2024 |
| --- | --- | --- | --- | --- | ---: | --- | --- | ---: | --- | ---: |
| Franklin Square (a) |  | $61,800 |  | ​ | 3.808% | December 2031 | ​ | $13,133,353 | ​ | $13,250,000 |
| Ashley Plaza (b) | ​ | ​ 52,795 |  | ​ | 3.75% | September 2029 | ​ | 10,339,848 | ​ | 10,460,350 |
| Brookfield Center (c) | ​ | ​ 22,876 |  | ​ | 3.90% | November 2029 | ​ | 4,426,539 | ​ | 4,476,429 |
| Parkway Center (d) | ​ | ​ 28,161 | ​ | ​ | Variable ​ | November 2031 | ​ | ​ 4,782,250 | ​ | ​ 4,814,563 |
| Wells Fargo Mortgage Facility (e) | ​ | ​ 67,020 | ​ | ​ | 4.50% | June 2027 | ​ | ​ 11,222,766 | ​ | ​ 17,509,420 |
| **Total mortgages payable** | **​** | **​** **​** | **​** | **​** | **​** **​** | **​** | **​** | **$43,904,756** | **​** | **$50,510,762** |

Amounts presented do not reflect unamortized loan issuance costs.

(a) The mortgage loan for the Franklin Square Property in the original principal amount of $13,250,000 has a ten-year term and matures on December 6, 2031. The mortgage loan bears interest at a fixed rate of 3.808% and was interest only until January 6, 2025, at which time the monthly payment became $61,800, which includes interest and principal based on a thirty-year amortization schedule. The mortgage includes covenants that we maintain (i) a net worth of $13,250,000, excluding the assets and liabilities associated with the Franklin Square Property, and (ii) liquid assets of no less than $1,000,000. As of June 30, 2025 and December 31, 2024, respectively, we believe that we are compliant with these covenants. We have guaranteed the payment and performance of the obligations of the mortgage loan.

(b) The mortgage loan for the Ashley Plaza Property bears interest at a fixed rate of 3.75% and was interest only for the first twelve months. Beginning on October 1, 2020, the monthly payment became $52,795 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. Effective on December 26, 2023, we assumed certain guaranty obligations under the Ashley Plaza mortgage loan. These obligations include covenants that we maintain (i) a net worth of $11,400,000, excluding the liabilities associated with the mortgage loan for the Ashley Plaza Property and (ii) liquid assets of no less than $1,140,000. As of June 30, 2025 and December 31, 2024, respectively, we believe that we are compliant with these covenants.

(c) The mortgage loan for the Brookfield Property bears interest at a fixed rate of 3.90% and is interest only for the first twelve months. Beginning on November 1, 2020, the monthly payment became $22,876 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. Effective on December 26, 2023, we assumed certain guaranty obligations under the Brookfield Property mortgage loan. These obligations include covenants that we maintain (i) a net worth of $4,850,000, excluding the liabilities associated with the mortgage loan for the Brookfield Property and (ii) liquid assets of no less than $485,000. As of June 30, 2025 and December 31, 2024, respectively, we believe that we are compliant with these covenants.

(d) The interest rate for the mortgage loan for the Parkway Property was originally based on ICE LIBOR plus 225 basis points, with a minimum rate of 2.25%. After the discontinuation of LIBOR on June 30, 2023, the ICE LIBOR index was replaced by Term SOFR, with an adjusted margin of 236.44 basis points. Under the terms of the mortgage, the interest rate payable each month may not change by greater than 1% during any six-month period and 2% during any 12-month period. As of June 30, 2025 and December 31, 2024 the rate in effect for the Parkway Property mortgage was 6.69% and 6.92%, respectively. The monthly payment, which varies based on the interest rate in effect each month, includes interest at the variable rate, and principal based on a thirty-year amortization schedule. The mortgage loan for the Parkway Property includes a covenant to maintain a debt service coverage ratio of not less than 1.30 to 1.00 on an annual basis. As of June 30, 2025 and December 31, 2024, respectively, we believe that we are compliant with this covenant.

On October 28, 2021, we entered into the Interest Rate Protection Transaction to limit our exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property. Under this agreement, our interest rate exposure is capped at

5.25% if USD 1-Month ICE LIBOR exceeds 3%. Effective on July 1, 2023, the interest rate index under the Interest Rate Protection Transaction automatically converted to SOFR. For the period from September 1, 2022 through June 30, 2025, the applicable index (LIBOR or SOFR), exceeded the 3% cap, and payments from the Interest Rate Protection Transaction reduced our net interest expense. Payments to us from the Interest Rate Protection Transaction are recorded as an offset to interest expense on our condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024, respectively.

(e) On June 13, 2022, we entered into a mortgage loan facility with Wells Fargo Bank (the “Wells Fargo Mortgage Facility”) in the principal amount of $18,609,500. The proceeds of this mortgage were used to finance the acquisition of the Salisbury Marketplace Property and to refinance the mortgages payable on the Lancer Center Property and the Greenbrier Business Center Property. The Wells Fargo Mortgage Facility bears interest at a fixed rate of 4.50% for a five-year term. The monthly payment, which includes interest at the fixed rate, and principal, based on a twenty-five -year amortization schedule, is $103,438. We have provided an unconditional guaranty of the payment of and performance under the terms of the Wells Fargo Mortgage Facility. The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a combined minimum debt yield of 9.5% on the Salisbury Marketplace Property, the Lancer Center Property, and the Greenbrier Business Center Property, and the maintenance of liquid assets of not less than $1,500,000. As of June 30, 2025 and December 31, 2024, respectively, we believe that we are compliant with these covenants.

As of June 30, 2025, the outstanding balance, monthly payment and unamortized loan issuance costs related to the Wells Fargo Mortgage Facility are allocated, for reporting purposes, among the Salisbury Marketplace Property, Lancer Center Property, and Greenbrier Business Center Property, based on each property's proportionate share of the total combined appraised value at the time the Wells Fargo Mortgage Facility was originated. The portions allocated to the Lancer Center Property and Greenbrier Property are reported in Mortgages payable, net, on our condensed consolidated balance sheets, while the portion allocated to the Salisbury Marketplace Property, representing the estimated paydown amount upon its anticipated sale, is included in mortgages payable, net, associated with assets held for sale on our condensed consolidated balance sheets.

We financed acquisitions of our assets held for sale through mortgages, which as of June 30, 2025, are recorded as mortgages payable, net, associated with assets held for sale, on our consolidated balance sheets, as follows:

*(unaudited)*

| ​ ​ ​ ​ Property | ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Monthly Payment | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Interest Rate | ​ ​ ​ ​ ​ | ​ ​ ​ ​ Maturity | ​ ​ ​ ​ | ​ ​ Balance ​ June 30, ​ 2025 ​ | ​ ​ ​ | ​ ​ ​ ​ ​ December 31, 2024 |
| --- | --- | ---: | --- | ---: | --- | --- | --- | ---: | --- | ---: |
| Salisbury Marketplace (see note (e), above) | ​ | $36,418 |  | 4.5% | ​ | June 2027 | ​ | $6,098,409 | ​ | $— |
| **Total mortgages payable associated with assets held for sale** | **​** | **​** **​** | **​** | **​** | ​ |  | **​** | **$6,098,409** | **​** | **$—** |

### Summary of Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or a different presentation of our financial statements. Below is a discussion of the accounting policies that we consider critical to an understanding of our financial condition and operating results that may require complex or significant judgment in their application or require estimates about matters which are inherently uncertain. A discussion of our significant accounting policies, including further discussion of the accounting policies described below, can be found in Note 2, “Summary of Significant Accounting Policies,” of our Condensed Consolidated Financial Statements. We believe that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

#### Revenue Recognition

Principal components of our total revenues for our retail center properties, flex center properties and STNL revenues include base rents and tenant reimbursements. We accrue minimum (base) rent on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet. Certain lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent) which we recognize when the tenants achieve the specified targets as defined in their lease agreements. We periodically review the valuation of the asset/liability resulting from the straight-line accounting treatment of our leases in light of any changes in lease terms, financial condition or other factors concerning our tenants.

#### Rents and Other Tenant Receivables

We record a tenant receivable for amounts due from tenants such as base rents, tenant reimbursements and other charges allowed under the lease terms. We periodically review tenant receivables for collectability and determine the need for an allowance for the uncollectible portion of accrued rents and other accounts receivable based upon customer creditworthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels and current economic trends. We consider a receivable past due once it becomes delinquent per the terms of the lease. A past due receivable triggers certain events such as notices, fees and other actions per the lease.

#### Acquisition of Investments in Real Estate

The adoption of Accounting Standards Update (“ASU”) 2017-01, *Business Combinations (Topic 805)*, as discussed in Note 2, “Summary of Significant Accounting Policies” of the condensed consolidated financial statements included in this report, has impacted our accounting framework for the acquisition of investment properties. Upon acquisition of investment properties, we estimate the fair value of acquired tangible assets (consisting of land, buildings and improvements, and furniture, fixtures and equipment) and identified intangible assets and liabilities, including in-place leases, above- and below-market leases, tenant relationships and assumed debt based on evaluation of information and estimates available at that date. Fair values for these assets are not directly observable and estimates are based on comparable market data and other information which is subjective in nature, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.

#### Impairment of Long-Lived Assets

We periodically review investment properties for impairment on a property-by-property basis to identify any events or changes in circumstances that indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value. If any such events or changes in circumstances are identified, we perform a formal impairment analysis. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization, is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over its estimated fair value. We estimate fair value using data such as operating income, estimated capitalization rates or multiples, leasing prospects and local market information. We also review our intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of our intangible assets may not be recoverable, but at least annually.

#### REIT Status

We are a Maryland corporation that has elected to be treated, for U.S. federal income tax purposes, as a REIT. We elected to be taxed as a REIT under the Code for the year ended December 31, 2017 and have not revoked such election. A REIT is a corporate entity which holds real estate interests and must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to stockholders. As a REIT, we generally will not be subject to corporate level federal income tax on our taxable income if we annually distribute 100% of our taxable income to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to regular federal and state corporate income taxes and may not be able to elect to qualify as a REIT for five taxable years including the year during which we ceased to qualify as a REIT. Our qualification as a REIT requires management to exercise significant judgment and consideration with respect to operational matters and accounting treatment. Therefore, we believe our REIT status is a critical accounting estimate.

#### Evaluation of Our Ability to Continue as a Going Concern

Under the accounting guidance related to the presentation of financial statements, we are required to evaluate, on a quarterly basis, whether or not our current financial condition, including our sources of liquidity at the date that the condensed consolidated financial statements are issued, will enable us to meet our obligations as they come due arising within one year of the date of the issuance of our condensed consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that we will be able to continue as a going concern. Our condensed consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In applying applicable accounting guidance, management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due over the next twelve months, as well as our recurring business operating expenses.

We have concluded that it is probable that we will be able to meet our obligations arising within one year of the date of issuance of these condensed consolidated financial statements within the parameters set forth in the accounting guidance. For additional information regarding our liquidity, see Note 5 – Loans Payable and Note 8 – Commitments and Contingencies in the notes to our condensed consolidated financial statements.

### Liquidity and Capital Resources

Our business model is intended to drive growth through acquisitions. Access to the capital markets is an important factor for our continued growth and success. Our primary liquidity needs are funding for (1) operations, including operating expenses, corporate and administrative costs, payment of principal of, and interest on, outstanding indebtedness, and escrow and reserve payments associated with long-term debt financing for our properties; (2) investing needs, including property acquisitions and recurring capital expenditures; and (3) financing needs, including cash dividends and debt repayments.

Internal liquidity to fund operating needs is expected to be provided primarily by the rental receipts from our investment properties. The Farmers Line of Credit will not be a continuing source of liquidity for us. Upon repayment of the Farmers Line of Credit, no further advances will be available.

### Cash Flows

At June 30, 2025, our consolidated cash and restricted cash on hand totaled $3,637,782 compared to consolidated cash on hand of $6,072,736 at December 31, 2024. Cash from operating activities, investing activities and financing activities for the three and six months ended June 30, 2025 are as follows:

#### Operating Activities

During the six months ended June 30, 2025, our cash provided by operating activities was $704,098 compared to cash provided by operating activities of $1,271,084 for the six months ended June 30, 2024, a decrease in cash provided by operating activities of $566,986.

Cash flows from operating activities has two components. The first component consists of net operating (loss) income adjusted for non-cash operating activities. During the six months ended June 30, 2025, operating activities adjusted for non-cash items resulted in net cash provided by operating activities of $950,746. During the six months ended June 30, 2024, operating activities adjusted for non-cash items resulted in net cash provided in operating activities of $1,021,497. The decrease of $70,751 in cash flows from operating activities for the six months ended June 30, 2025 was primarily the result of increased corporate general and administrative expenses and legal, professional and other fees, offset by increased net operating income from our investment properties.

The second component consists of changes in assets and liabilities. Increases in assets and decreases in liabilities result in cash used in operations. Decreases in assets and increases in liabilities result in cash provided by operations. During the six months ended June 30, 2025, net changes in asset and liability accounts resulted in $246,648 in cash used in operations. During the six months ended June 30, 2024, net changes in asset and liability accounts resulted in $249,587 in cash provided in operations. This increase of $496,235 in cash used in operations resulting from changes in assets and liabilities is a result of increased changes in rent and other receivables, net, of $15,485, increased changes in other assets of $592,495, and increased changes in unbilled rent of $23,166, all of which used cash, offset by increased accounts payable and accrued liabilities of $103,941, which is a source of cash.

The net of (i) the $70,751 decrease in cash provided by operations from the first category and (ii) the $496,235 decrease in cash provided by operations from the second category results in a total decrease of cash provided in operations of $566,986 for the six months ended June 30, 2025.

Management believes that separately evaluating these two components of our cash provided by operating activities provides management with additional insight into this GAAP measure. Management believes that separating changes in assets and liabilities, the second component, from net operating (loss) income adjusted for non-cash operating activities, the first component, is a meaningful measure of our operating performance, along with adjusted net operating income and adjusted funds from operations, presented below.

#### Investing Activities

During the six months ended June 30, 2025, our cash used by investing activities was $708,098, compared to cash provided in investing activities of $2,605,078 during the six months ended June 30, 2024, a decrease in cash provided by investing activities of $3,313,176.

During the six months ended June 30, 2025, cash used by investing activities consisted of $563,219 in capitalized expenditures, including $152,604 in building improvements, $126,011 in leasing commissions and $267,140 in tenant improvements, $89,875 in investment property acquisitions for closing costs related to the Buffalo Wild Wings Property and United Rentals Property acquisitions, and $55,004 for the purchase of crypto assets. During the six months ended June 30, 2024, cash provided by investing activities consisted of $3,110,149 in cash received from the disposal of the Hanover Square Shopping Center Property, offset by cash used in investing activities consisting of $145,345 in investment property acquisitions, including $100,891 in cash paid for the acquisition of the noncontrolling owner’s 16% interest in the Hanover Square Outparcel and $44,454 paid in cash for closing costs related to the Citibank Property acquisition, and $359,726 in capitalized expenditures, including $68,500 in building improvements, $2,300 in site improvements, $80,329 in leasing commissions, $178,952 in capitalized tenant improvements, and $29,645 in capitalized tenant improvements considered to be lease incentives.

The non-cash investing activity for the six months ended June 30, 2025, that did not affect our cash provided by investing activities was the issuance of $5,765,000 of OP Units, $2,620,000 of OP Units for the acquisitions of the Buffalo Wild Wings Property and $3,145,000 of OP Units for the United Rentals Property, the transfer of $8,951,336 of investment properties, net, to assets held for sale, the transfer of $481,568 of intangible assets, net, to assets held for sale, the transfer of $476,656 of intangible liabilities, net, to liabilities held for sale and $87,017 of capital expenditures accrued as of June 30, 2025. The non-cash investing activity for the six months ended June 30, 2024, that did not affect our cash provided by investing activities, was the issuance of $2,400,000 of OP Units for the acquisition of the Citibank Property.

#### Financing Activities

During the six months ended June 30, 2025, our cash used by financing activities was $2,430,954 compared to cash used by financing activities of $2,221,225 during the six months ended June 30, 2024, an increase in cash used by financing activities of $209,729. During the six months ended June 30, 2025 our cash used by financing activities consisted of $1,500,000 for the final redemption of our mandatorily redeemable preferred stock, $507,597 in principal payments for our mortgages, $282,569 in dividends and distributions, and $140,788 to repurchase Common Shares. During the six months ended June 30, 2024, our cash used by financing activities consisted of $1,000,000 to repay the line of credit, short term, $533,894 in principal payments for our mortgages, $610,105 in dividends and distributions and $77,226 for the Operating Partnership Unit redemption.

### Future Liquidity Needs

Liquidity for general operating needs and our investment properties is generally provided by the rental receipts from our retail properties, flex center properties and STNL properties, if any. We expect to provide any liquidity for growth (acquisition of new investment properties) by raising additional investment capital. In addition, we continually review and evaluate our outstanding mortgages payable for refinancing opportunities. While some of our mortgages payable are not pre-payable, some mortgages payable may present opportunities for refinancing.

Our primary, non-operating liquidity needs are $149,919 to pay the dividends to common stockholders and distributions to OP Unit holders that were declared on June 26, 2025 and payable July 16, 2025 to holders of record on July 11, 2025, $542,381 in principal payments due on its mortgages payable during the remaining six months ending December 31, 2025 and $14,544,504 for the acquisition of the Tesla Pensacola Property, which closed on July 18, 2025. In addition to liquidity required to fund these dividends and principal payments, we may also incur some level of capital expenditures for our existing properties that cannot be passed on to our tenants. We plan to pay these obligations through a combination of cash on hand, potential dispositions and operating cash.

To meet these future liquidity needs, we have the following resources:

- $1,950,829 in unrestricted cash as of June 30, 2025;
- $1,686,953 held in lender reserves for the purposes of tenant improvements, leasing commissions, real estate taxes and insurance premiums;
- $14,700,000 commitment for a line of credit to fund the acquisition of the Tesla Pensacola Property, which line of credit closed on July 18, 2025;
- Cash generated from operations during the remaining six months ending December 31, 2025, if any.

We expect these resources will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve

months and beyond. There can be no assurance that we will continue to generate cash flows at or above current levels.

### Factors That May Influence Our Results of Operations

### Economic Conditions

Rental revenues from our investment properties are our only source of income and are directly affected by a number of factors, including occupancy rates, lease structures, and tenant credit quality, as well as broader economic and policy developments that affect consumer sentiment. Our revenues can be significantly impacted by trends in consumer spending, interest rates, and market confidence, all of which shape demand for our tenants’ goods and services and, in turn, for occupancy in our investment properties.

The ability to lease space to creditworthy tenants and maintain high occupancy levels directly impacts rental income. Changes in tenant demand, property competitiveness, or local economic conditions can influence occupancy rates. Upon the expiration or early termination of leases, we may face difficulties in re-leasing spaces on terms as favorable as previous agreements. Lease terminations and defaults or terminations by significant tenants can reduce revenues, especially if suitable replacements are not found promptly. Concentration risk from large tenants or tenants in financially stressed sectors may further impact revenue reliability.

The economy continues to face several issues including inflation risk, high interest rates, and potentially worsening economic conditions, which presents risks for our business and our tenants. Rising interest rates can increase borrowing costs and affect property valuations, influencing investment decisions and profitability. Broader economic factors, including inflation and employment rates, can influence consumer spending and tenant performance.

### Potential Impact of Tariffs and Trade Restrictions on Tenants and Our Business

Changes in international trade policies, including the imposition of tariffs, duties, import taxes, or other trade restrictions by the United States government or foreign governments, could adversely impact the operations of our retail tenants. Our tenants could source a substantial portion of their merchandise, raw materials, or manufacturing services from foreign countries. The imposition of new or increased tariffs on these goods, or retaliatory measures from trading partners, could increase costs for these tenants, potentially reducing their profitability and operational flexibility. Increased costs may not be fully passed on to consumers, which could lead to lower sales volumes, compressed margins, and in some cases, store closures or bankruptcy filings. If a significant number of our tenants experience financial distress or reduce their physical retail presence, this could negatively affect our occupancy rates, rental income, and cash flows.

### Results of Operations

#### Three months ended June 30, 2025

### Revenues

Revenues for the three months ended June 30, 2025 and 2024 are as follows:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ For the three months ended June 30, 2025 | ​ | ​ ​ 2024 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ Increase / (Decrease) |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Retail center property revenues | ​ | $1,613,945 | ​ | $1,539,792 | ​ | $74,153 |
| Flex center property revenues | ​ | 662,420 | ​ | 667,235 | ​ | (4,815) |
| STNL property revenues | ​ | 188,808 | ​ | 94,129 | ​ | 94,679 |
| **Total Revenues** | **​** | **$2,465,173** | **​** | **$2,301,156** | **​** | **$164,017** |

Total revenue was $2,465,173 for the three months ended June 30, 2025, an increase of $164,017 from the three months ended June 30, 2024. Increases in retail center property revenues due to leasing activity in our Franklin Square, Salisbury Marketplace and Ashley Plaza properties, which were offset by decreased revenues from continuing vacancies in the Lancer Center Property, and increased STNL property revenues resulting from the acquisition of the Buffalo Wild Wings Property and the United Rentals Property, were offset by slightly decreased flex center property revenues due to vacancies in our Brookfield Property.

### Adjusted Net Operating Income

We establish operating segments at the property level and aggregates individual properties into reportable segments based on product types in which we have investments. During the three and six months ended June 30, 2025 and 2024, our reportable segments consisted of retail center properties, flex center properties and STNL properties. We base our evaluation of our results of operations on the net operating income adjusted for interest expense of each reportable segment and, in some cases, of each property.

Net operating income (“NOI”) is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP. NOI is calculated by deducting operating expenses from operating revenues. NOI reflects occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses. NOI, as we calculate it, may not be directly comparable to similarly titled, but differently calculated, measures for other REITs.

NOI adjusted for interest expense (“Adjusted Net Operating Income”), also a non-GAAP financial measure, is calculated by deducting operating expenses and interest expense from investment property rental revenues. Operating revenues include rental income, tenant reimbursements, other property income and non-cash revenues such as straight line rent and amortization of above and below market leases. Operating expenses include retail center property, flex center property and single tenant net lease property operating costs. Interest expense includes mortgage interest expense, only, and excludes non-mortgage interest expense and non-cash interest expense such as amortization of loan issuance costs.

Because Adjusted Net Operating Income consists of only revenues, operating expenses, and interest expense directly related to our real estate rental operations, management believes that the use of Adjusted Net Operating Income to evaluate the financial performance of its operating segments and individual investment properties is a useful tool that can assist in the comparison of the operating performance of our real estate assets between periods, or as compared to other companies and other investment opportunities we may consider from time to time. Management uses Adjusted Net Operating Income as a supplemental measure to evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance.

Adjusted Net Operating Income is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP.

Please see below for the reconciliation of revenue and Adjusted Net Operating Income for each property.

### Retail Center Property Revenues and Adjusted Net Operating Income

The following tables present property revenues, operating expenses and interest expense for our retail center properties for the three months ended June 30, 2025 and 2024:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Ashley Plaza | ​ ​ ​ ​ | ​ ​ For the three months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Retail center property revenues | ​ | $378,098 | ​ | $367,040 | ​ | $11,058 |
| Retail center property operating expenses | ​ | ​ 84,724 | ​ | ​ 79,924 | ​ | ​ 4,800 |
| Interest expense | ​ | ​ 98,392 | ​ | ​ 100,610 | ​ | ​ (2,218) |
| **Adjusted net operating income** | **​** | **$194,982** | **​** | **$186,506** | **​** | **$8,476** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Franklin Square** |  | ​ |  | ​ |  | ​ |
| Retail center property revenues | ​ | $682,083 | ​ | $621,315 | ​ | $60,768 |
| Retail center property operating expenses | ​ | ​ 166,828 | ​ | ​ 172,343 | ​ | ​ (5,515) |
| Interest expense | ​ | ​ 126,603 | ​ | ​ 127,542 | ​ | ​ (939) |
| **Adjusted net operating income** | **​** | **$388,652** | **​** | **$321,430** | **​** | **$67,222** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Hanover Square** |  | ​ |  | ​ |  | ​ |
| Retail center property operating expenses | ​ | $— | ​ | $4,194 | ​ | $(4,194) |
| **Adjusted net operating income** | **​** | **$—** | **​** | **$4,194** | **​** | **$(4,194)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Lancer Center** |  | ​ |  | ​ |  | ​ |
| Retail center property revenues | ​ | $289,534 | ​ | $327,622 | ​ | $(38,088) |
| Retail center property operating expenses | ​ | ​ 100,427 | ​ | ​ 91,469 | ​ | ​ 8,958 |
| Interest expense | ​ | ​ 70,269 | ​ | ​ 72,041 | ​ | ​ (1,772) |
| **Adjusted net operating income** | **​** | **$118,838** | **​** | **$164,112** | **​** | **$(45,274)** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **Salisbury Marketplace** |  | ​ |  | ​ |  | ​ |
| Retail center property revenues | ​ | $264,230 | ​ | $223,815 | ​ | $40,415 |
| Retail center property operating expenses | ​ | ​ 55,842 | ​ | ​ 43,633 | ​ | ​ 12,209 |
| Interest expense | ​ | ​ 69,480 | ​ | ​ 71,231 | ​ | ​ (1,751) |
| **Adjusted net operating income** | **​** | **$138,908** | **​** | **$108,951** | **​** | **$29,957** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **Total Retail Center Properties** |  | ​ |  | ​ |  | ​ |
| Retail center property revenues | ​ | $1,613,945 | ​ | $1,539,792 | ​ | $74,153 |
| Retail center property operating expenses | ​ | ​ 407,821 | ​ | ​ 391,563 | ​ | ​ 16,258 |
| Interest expense | ​ | ​ 364,744 | ​ | ​ 371,424 | ​ | ​ (6,680) |
| **Adjusted net operating income** | **​** | **$841,380** | **​** | **$776,805** | **​** | **$64,575** |

Retail center property revenues were $1,613,945 for the three months ended June 30, 2025, a $74,153 increase from the three months ended June 30, 2024, Increased revenues from the Franklin Square, which is fully occupied as of June 30, 2025, the Ashley Plaza Property which is 99.0% leased as of June 30, 2025 and the Salisbury Marketplace Property from increased tenant CAM reimbursements, were offset by decreased revenues from continued vacancies at the Lancer Center Property.

Adjusted Net Operating Income from retail center properties was $841,380 for the three months ended June 30, 2025. Adjusted Net Operating Income for the three months ended June 30, 2025 increased by $64,575 from the three months ended June 30, 2024, due to increased Adjusted Net Operating Income from the Ashley Plaza Property, Franklin Square Property and the Salisbury Marketplace Property, which were slightly offset by decreased Adjusted Net Operating Income from the Franklin Square Property.

Increased Adjusted Net Operating Income from the Salisbury Marketplace Property resulted from increased tenant CAM reimbursement revenues, offset by increased retail center operating expenses. Increased Adjusted Net Operating Income from the Franklin Square Property resulted from increased rent revenues due to full occupancy and a slight decrease in operating expenses and interest expense. Increased Adjusted Net Operating Income from the Ashley Plaza Property was a result of increased retail center property revenues resulting from new leasing activity and lower interest expense due to loan principal amortization, offset by increased retail center operating expenses. These increases in Adjusted Net Operating Income were slightly offset by an decrease in Adjusted Net Operating Income from the Lancer Center Property due to decreased retail center property revenues from continuing vacancies and increased retail center operating expenses.

### Flex Center Property Revenues and Adjusted Net Operating Income

The following tables present property operating revenues, operating expenses and interest expense for our flex center properties for the three months ended June 30, 2025 and 2024:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Brookfield Center | ​ ​ ​ ​ | ​ ​ For the three months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Flex center property revenues | ​ | $176,933 | ​ | $214,005 | ​ | $(37,072) |
| Flex center property operating expenses | ​ | ​ 59,007 | ​ | ​ 68,339 | ​ | ​ (9,332) |
| Interest expense | ​ | ​ 43,802 | ​ | ​ 44,755 | ​ | ​ (953) |
| **Adjusted net operating income** | **​** | **$74,124** | **​** | **$100,911** | **​** | **$(26,787)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Greenbrier Business Center** |  | ​ |  | ​ |  | ​ |
| Flex center property revenues | ​ | $274,493 | ​ | $254,206 | ​ | $20,287 |
| Flex center property operating expenses | ​ | ​ 50,853 | ​ | ​ 68,678 | ​ | ​ (17,825) |
| Interest expense | ​ | ​ 57,636 | ​ | ​ 59,089 | ​ | ​ (1,453) |
| **Adjusted net operating income** | **​** | **$166,004** | **​** | **$126,439** | **​** | **$39,565** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Parkway** |  | ​ |  | ​ |  | ​ |
| Flex center property revenues | ​ | $210,994 | ​ | $199,024 | ​ | $11,970 |
| Flex center property operating expenses | ​ | ​ 58,084 | ​ | ​ 47,096 | ​ | ​ 10,988 |
| Interest expense | ​ | ​ 61,613 | ​ | ​ 56,908 | ​ | ​ 4,705 |
| **Adjusted net operating income** | **​** | **$91,297** | **​** | **$95,020** | **​** | **$(3,723)** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **Total Flex Center Properties** |  | ​ |  | ​ |  | ​ |
| Flex center property revenues | ​ | $662,420 | ​ | $667,235 | ​ | $(4,815) |
| Flex center property operating expenses | ​ | ​ 167,944 | ​ | ​ 184,113 | ​ | ​ (16,169) |
| Interest expense | ​ | ​ 163,051 | ​ | ​ 160,752 | ​ | ​ 2,299 |
| **Adjusted net operating income** | **​** | **$331,425** | **​** | **$322,370** | **​** | **$9,055** |

Flex center property revenues were $662,420 for the three months ended June 30, 2025, a decrease of $4,815 from the three months ended June 30, 2024. Increased revenues at the Greenbrier Business Center Property and Parkway Property from increased occupancy were partially offset by decreased revenues from the Brookfield Property due to a continuing vacancy.

Adjusted Net Operating Income from our flex center properties was $331,425 for the three months ended June 30, 2025. Adjusted Net Operating Income for the three months ended June 30, 2025 increased by $9,055 from the three months ended June 30, 2024 due to increased Adjusted Net Operating Income from the Greenbrier Business Center Property, offset by decreased Adjusted Net Operating Income from the Brookfield Property and Parkway Property.

Increased Adjusted Net Operating Income from the Greenbrier Business Center resulted from increased flex center property revenues due to strong leasing and renewal activity and decreased flex center property operating expenses. Decreased Adjusted Net Operating Income from the Brookfield Property resulted from decreased flex center property revenues due to a new vacancy, offset by decreased flex center operating expenses. Decreased Adjusted Net Operating Income from the Parkway Property resulted from increased operating expenses and interest expense, offset by increased flex center property revenues from contractual rent escalations and new leases.

### STNL Property Revenues and Adjusted Net Operating Income

The following tables present property operating revenues, operating expenses and interest expense for our STNL center properties for the three months ended June 30, 2025 and 2024:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ East Coast Wings | ​ ​ ​ ​ | ​ ​ For the three months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Single tenant net lease property revenues | ​ | $26,479 | ​ | $26,486 | ​ | $(7) |
| Single tenant net lease property operating expenses | ​ | ​ 4,029 | ​ | ​ 3,718 | ​ | ​ 311 |
| **Adjusted net operating income** | **​** | **$22,450** | **​** | **$22,768** | **​** | **$(318)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **T-Mobile** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $29,946 | ​ | $29,944 | ​ | $2 |
| Single tenant net lease property operating expenses | ​ | ​ 4,653 | ​ | ​ 4,083 | ​ | ​ 570 |
| **Adjusted net operating income** | **​** | **$25,293** | **​** | **$25,861** | **​** | **$(568)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Citibank** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $37,700 | ​ | $37,699 | ​ | $1 |
| **Adjusted net operating income** | **​** | **$37,700** | **​** | **$37,699** | **​** | **$1** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Buffalo Wild Wings** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $43,585 | ​ | $— | ​ | $43,585 |
| **Adjusted net operating income** | **​** | **$43,585** | **​** | **$—** | **​** | **$43,585** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **United Rentals** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $51,098 | ​ | $— | ​ | $51,098 |
| **Adjusted net operating income** | **​** | **$51,098** | **​** | **$—** | **​** | **$51,098** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **Total STNL** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $188,808 | ​ | $94,129 | ​ | $94,679 |
| Single tenant net lease property operating expenses | ​ | ​ 8,682 | ​ | ​ 7,801 | ​ | ​ 881 |
| **Adjusted net operating income** | **​** | **$180,126** | **​** | **$86,328** | **​** | **$93,798** |

STNL property revenues were $188,808 for the three months ended June 30, 2025, a $94,679 increase from the three months ended June 30, 2024. Adjusted Net Operating Income from STNL properties was $180,126 for the three months ended June 30, 2025, an increase of $93,798 over the three months ended June 30, 2024. STNL property revenues and Adjusted Net Operating Income increased due to the acquisition of the Buffalo Wild Wings Property and the United Rentals Property, owning the Citibank Property for the full the three months ended June 30, 2025.

### Operating Expenses

The following table presents our operating expenses for the three months ended June 30, 2025 and 2024:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Property Operating Expense Reconciliation | ​ ​ ​ ​ | ​ ​ For the three months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Retail center property operating expenses | ​ | $407,821 | ​ | $391,563 | ​ | $16,258 |
| Flex center property operating expenses | ​ | ​ 167,944 | ​ | ​ 184,113 | ​ | ​ (16,169) |
| STNL property operating expenses | ​ | ​ 8,682 | ​ | ​ 7,801 | ​ | ​ 881 |
| **Total Property Operating Expenses from Consolidated Statements of Operations** | **​** | **$584,447** | **​** | **$583,477** | **​** | **$970** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Other Operating Expenses** |  | ​ |  | ​ |  | ​ |
| Bad debt expense | ​ | $— | ​ | $8,164 | ​ | $(8,164) |
| Legal, accounting and other professional fees | ​ | ​ 315,785 | ​ | ​ 286,496 | ​ | ​ 29,289 |
| Corporate general and administrative expenses | ​ | ​ 357,377 | ​ | ​ 213,945 | ​ | ​ 143,432 |
| Loss on impairment | ​ | ​ 5,700 | ​ | ​ — | ​ | ​ 5,700 |
| Depreciation and amortization | ​ | ​ 933,292 | ​ | ​ 993,299 | ​ | ​ (60,007) |
| **Total Operating Expenses** | **​** | **$2,196,601** | **​** | **$2,085,381** | **​** | **$111,220** |

Total operating expenses were $2,196,601 for the three months ended June 30, 2025. Total expenses for the three months ended June 30, 2025 increased by $111,220 over the three months ended June 30, 2024, primarily due to increased legal, accounting and other professional fees, corporate general and administrative expenses, which increased primarily due to increased marketing and compensation expenses, and loss on impairment, offset by decreased bad debt expense and decreased depreciation and amortization expense.

### Operating Income (Loss)

Operating income for the three months ended June 30, 2025 was $241,506, an increase of $25,731 from the operating income of $215,775 for the three months ended June 30, 2024. This increase was primarily a result of increased adjusted net operating income from our three operating segments, decreased bad debt expense and depreciation and amortization expense, offset by increased legal, accounting and other professional fees, corporate general and administrative expenses, loss on impairment, loss on extinguishment of debt

### Interest Expense

Interest expense was $558,840 and $723,360 for the three months ended June 30, 2025 and 2024, respectively, as follows:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Interest Expense Reconciliation | ​ ​ ​ ​ | ​ ​ For the three months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Retail center property interest expense | ​ | $364,744 | ​ | $371,424 | ​ | $(6,680) |
| Flex center property interest expense | ​ | ​ 163,051 | ​ | ​ 160,752 | ​ | ​ 2,299 |
| Addback: Non cash interest expense | ​ | ​ 29,179 | ​ | ​ 23,766 | ​ | ​ 5,413 |
| Addback: Other interest expense | ​ | ​ 1,866 | ​ | ​ 167,418 | ​ | ​ (165,552) |
| **Total Interest Expense from Condensed Consolidated Statements of Operations** | **​** | **$558,840** | **​** | **$723,360** | **​** | **$(164,520)** |

52

Total interest expense for the three months ended June 30, 2025 decreased by $164,520 over the three months ended June 30, 2024. This decrease was primarily a result of decreased interest expense due to the redemption of the mandatorily redeemable preferred stock. Non cash interest expense, above, includes non-cash amortization of discounts and capitalized issuance costs related to the mandatorily redeemable preferred stock. See Note 5 of the accompanying notes to the unaudited condensed consolidated financial statements.

### Other Income

During the three months ended June 30, 2025, other income was $7,161, which consisted of interest income. This is a decrease of $8,950 from other income of $16,111 for the three months ended June 30, 2024, which also consisted of interest income.

### Other Expense

During the three months ended June 30, 2025, other expense was $20,990 related to the fair value change of the interest rate cap. This is an increase of $13,790 from other expense of $7,200 for the three months ended June 30, 2024, which also consisted of the fair value change of the interest rate cap.

### Net (Loss) Income

Net loss was $331,163 for the three months ended June 30, 2025, before adjustments for net loss attributable to noncontrolling interests. After adjusting for noncontrolling interests, the net loss attributable to our common stockholders was $456,444.

Net loss for the three months ended June 30, 2025, decreased by $167,511 over the three months ended June 30, 2024, before adjustments for net (loss) income attributable to noncontrolling interests. After adjusting for noncontrolling interests, the net income attributable to our common stockholders for the three months ended June 30, 2025 decreased by $65,258 over the three months ended June 30, 2024.

#### Six months ended June 30, 2025

### Revenues

Revenues for the six months ended June 30, 2025 and 2024 are as follows:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ For the six months ended June 30, 2025 | ​ | ​ ​ 2024 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Increase / (Decrease) |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Retail center property revenues | ​ | $3,106,392 | ​ | $3,389,409 | ​ | $(283,017) |
| Flex center property revenues | ​ | 1,342,983 | ​ | 1,331,302 | ​ | 11,681 |
| STNL property revenues | ​ | 337,438 | ​ | 152,084 | ​ | 185,354 |
| **Total Revenues** | **​** | **$4,786,813** | **​** | **$4,872,795** | **​** | **$(85,982)** |

Total revenue was $4,786,813 for the six months ended June 30, 2025, a decrease of $85,982 from the six months ended June 30, 2024. Decreases in retail center property revenues from the sale of the Hanover Square Shopping Center and increased vacancies in the Lancer Center Property, were partially offset by increases in flex center property revenues from the Parkway and Greenbrier Business Center properties, and STNL property revenues resulting from the acquisition of the Buffalo Wild Wings Property and the United Rentals Property.

### Adjusted Net Operating Income

Adjusted Net Operating Income is a non-GAAP financial measure and is not considered a measure of operating results or cash flows from operations under GAAP.

Please see below for the reconciliation of revenue and Adjusted Net Operating Income for each property.

### Retail Center Property Revenues and Adjusted Net Operating Income

The following tables present property revenues, operating expenses and interest expense for our retail center properties for the six months ended June 30, 2025 and 2024:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Ashley Plaza | ​ ​ ​ ​ | ​ ​ For the six months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Retail center property revenues | ​ | $744,979 | ​ | $738,633 | ​ | $6,346 |
| Retail center property operating expenses | ​ | ​ 186,926 | ​ | ​ 138,807 | ​ | ​ 48,119 |
| Interest expense | ​ | ​ 196,269 | ​ | ​ 201,766 | ​ | ​ (5,497) |
| **Adjusted net operating income** | **​** | **$361,784** | **​** | **$398,060** | **​** | **$(36,276)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Franklin Square** |  | ​ |  | ​ |  | ​ |
| Retail center property revenues | ​ | $1,319,265 | ​ | $1,238,451 | ​ | $80,814 |
| Retail center property operating expenses | ​ | ​ 307,550 | ​ | ​ 328,984 | ​ | ​ (21,434) |
| Interest expense | ​ | ​ 252,380 | ​ | ​ 255,083 | ​ | ​ (2,703) |
| **Adjusted net operating income** | **​** | **$759,335** | **​** | **$654,384** | **​** | **$104,951** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Hanover Square** |  | ​ |  | ​ |  | ​ |
| Retail center property revenues | ​ | $— | ​ | $307,325 | ​ | $(307,325) |
| Retail center property operating expenses | ​ | ​ — | ​ | ​ 92,536 | ​ | ​ (92,536) |
| Interest expense | ​ | ​ — | ​ | ​ 129,248 | ​ | ​ (129,248) |
| **Adjusted net operating income** | **​** | **$—** | **​** | **$85,541** | **​** | **$(85,541)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Lancer Center** |  | ​ |  | ​ |  | ​ |
| Retail center property revenues | ​ | $581,141 | ​ | $654,792 | ​ | $(73,651) |
| Retail center property operating expenses | ​ | ​ 214,697 | ​ | ​ 177,269 | ​ | ​ 37,428 |
| Interest expense | ​ | ​ 140,221 | ​ | ​ 144,521 | ​ | ​ (4,300) |
| **Adjusted net operating income** | **​** | **$226,223** | **​** | **$333,002** | **​** | **$(106,779)** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **Salisbury Marketplace** |  | ​ |  | ​ |  | ​ |
| Retail center property revenues | ​ | $461,007 | ​ | $450,208 | ​ | $10,799 |
| Retail center property operating expenses | ​ | ​ 128,372 | ​ | ​ 82,226 | ​ | ​ 46,146 |
| Interest expense | ​ | ​ 138,645 | ​ | ​ 142,898 | ​ | ​ (4,253) |
| **Adjusted net operating income** | **​** | **$193,990** | **​** | **$225,084** | **​** | **$(31,094)** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **Total Retail Center Properties** |  | ​ |  | ​ |  | ​ |
| Retail center property revenues | ​ | $3,106,392 | ​ | $3,389,409 | ​ | $(283,017) |
| Retail center property operating expenses | ​ | ​ 837,545 | ​ | ​ 819,822 | ​ | ​ 17,723 |
| Interest expense | ​ | ​ 727,515 | ​ | ​ 873,516 | ​ | ​ (146,001) |
| **Adjusted net operating income** | **​** | **$1,541,332** | **​** | **$1,696,071** | **​** | **$(154,739)** |

Retail center property revenues were $3,106,392 for the six months ended June 30, 2025, a $283,017 decrease from the six months ended June 30, 2024, primarily due to decreased revenues resulting from the sale of the Hanover Square Shopping Center Property and a continuing vacancy in the Lancer Center Property. These decreased revenues were offset by increased revenues from the Franklin Square Property, which resulted from full occupancy, and the Salisbury Marketplace Property due to new leasing activity.

Adjusted Net Operating Income from retail center properties was $1,541,332 for the six months ended June 30, 2025. Adjusted Net Operating Income for the six months ended June 30, 2025 decreased by $154,739 from the six months ended June 30, 2024, due to the sale of the Hanover Square Property, decreased Adjusted Net Operating Income from the Ashley Plaza Property, Lancer Center

Property and the Salisbury Marketplace Property, which decreases were slightly offset by increased Adjusted Net Operating Income from the Franklin Square Property.

Decreased Adjusted Net Operating Income from the Lancer Center Property resulted from a decline in retail center property revenues due to a continuing vacancy and an increase in operating expenses. Decreased Adjusted Net Operating Income from the Ashley Plaza and Salisbury Marketplace properties were primarily a result of increased operating expenses. These decreases in Adjusted Net Operating Income were slightly offset by an increase in Adjusted Net Operating Income from the Franklin Square Property due to increased retail center property revenues from new leases and contractual rent escalations and a decrease in operating expenses.

### Flex Center Property Revenues and Adjusted Net Operating Income

The following tables present property operating revenues, operating expenses and interest expense for our flex center properties for the six months ended June 30, 2025 and 2024:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Brookfield Center | ​ ​ ​ ​ | ​ ​ For the six months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Flex center property revenues | ​ | $368,925 | ​ | $428,383 | ​ | $(59,458) |
| Flex center property operating expenses | ​ | ​ 125,713 | ​ | ​ 120,763 | ​ | ​ 4,950 |
| Interest expense | ​ | ​ 87,365 | ​ | ​ 89,743 | ​ | ​ (2,378) |
| **Adjusted net operating income** | **​** | **$155,847** | **​** | **$217,877** | **​** | **$(62,030)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Greenbrier Business Center** |  | ​ |  | ​ |  | ​ |
| Flex center property revenues | ​ | $541,654 | ​ | $504,532 | ​ | $37,122 |
| Flex center property operating expenses | ​ | ​ 119,285 | ​ | ​ 116,490 | ​ | ​ 2,795 |
| Interest expense | ​ | ​ 115,013 | ​ | ​ 118,540 | ​ | ​ (3,527) |
| **Adjusted net operating income** | **​** | **$307,356** | **​** | **$269,502** | **​** | **$37,854** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Parkway** |  | ​ |  | ​ |  | ​ |
| Flex center property revenues | ​ | $432,404 | ​ | $398,387 | ​ | $34,017 |
| Flex center property operating expenses | ​ | ​ 130,649 | ​ | ​ 91,533 | ​ | ​ 39,116 |
| Interest expense | ​ | ​ 129,502 | ​ | ​ 121,796 | ​ | ​ 7,706 |
| **Adjusted net operating income** | **​** | **$172,253** | **​** | **$185,058** | **​** | **$(12,805)** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **Total Flex Center Properties** |  | ​ |  | ​ |  | ​ |
| Flex center property revenues | ​ | $1,342,983 | ​ | $1,331,302 | ​ | $11,681 |
| Flex center property operating expenses | ​ | ​ 375,647 | ​ | ​ 328,786 | ​ | ​ 46,861 |
| Interest expense | ​ | ​ 331,880 | ​ | ​ 330,079 | ​ | ​ 1,801 |
| **Adjusted net operating income** | **​** | **$635,456** | **​** | **$672,437** | **​** | **$(36,981)** |

Flex center property revenues were $1,342,983 for the six months ended June 30, 2025, an increase of $11,681 from the six months ended June 30, 2024. Increased revenues at the Greenbrier Business Center Property and Parkway Property from increased occupancy were partially offset by decreased revenues from the Brookfield Property due to a vacancy.

Adjusted Net Operating Income from our flex center properties was $635,456 for the six months ended June 30, 2025. Adjusted Net Operating Income for the six months ended June 30, 2025 decreased by $36,981 from the six months ended June 30, 2024 due to decreased Adjusted Net Operating Income from the Brookfield Property and Parkway Property, slightly offset by increased Adjusted Net Operating Income from the Greenbrier Business Center Property.

Decreased Adjusted Net Operating Income from the Brookfield Property resulted from decreased flex center property revenues due to a continuing vacancy and slightly increased operating expenses. Decreased Adjusted Net Operating Income from the Parkway Property resulted from increased operating expenses, offset by increased flex center property revenues from contractual rent escalations and new leases. These decreases in Adjusted Net Operating Income were slightly offset by increased Adjusted Net Operating Income form the Greenbrier Business Center Property resulting from by increased flex center property revenues from contractual rent escalations and new leases.

### STNL Property Revenues and Adjusted Net Operating Income

The following tables present property operating revenues, operating expenses and interest expense for our STNL center properties for the six months ended June 30, 2025 and 2024:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ East Coast Wings | ​ ​ ​ ​ | ​ ​ For the six months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Single tenant net lease property revenues | ​ | $53,108 | ​ | $53,113 | ​ | $(5) |
| Single tenant net lease property operating expenses | ​ | ​ 21,558 | ​ | ​ 7,436 | ​ | ​ 14,122 |
| **Adjusted net operating income** | **​** | **$31,550** | **​** | **$45,677** | **​** | **$(14,127)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **T-Mobile** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $59,892 | ​ | $59,798 | ​ | $94 |
| Single tenant net lease property operating expenses | ​ | ​ 9,051 | ​ | ​ 8,073 | ​ | ​ 978 |
| **Adjusted net operating income** | **​** | **$50,841** | **​** | **$51,725** | **​** | **$(884)** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Citibank** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $75,397 | ​ | $39,173 | ​ | $36,224 |
| **Adjusted net operating income** | **​** | **$75,397** | **​** | **$39,173** | **​** | **$36,224** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Buffalo Wild Wings** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $76,294 | ​ | $— | ​ | $76,294 |
| **Adjusted net operating income** | **​** | **$76,294** | **​** | **$—** | **​** | **$76,294** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **United Rentals** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $72,747 | ​ | $— | ​ | $72,747 |
| **Adjusted net operating income** | **​** | **$72,747** | **​** | **$—** | **​** | **$72,747** |
| **​** | **​** | **​** **​** | **​** | **​** **​** | **​** | **​** **​** |
| **Total STNL** |  | ​ |  | ​ |  | ​ |
| Single tenant net lease property revenues | ​ | $337,438 | ​ | $152,084 | ​ | $185,354 |
| Single tenant net lease property operating expenses | ​ | ​ 30,609 | ​ | ​ 15,509 | ​ | ​ 15,100 |
| **Adjusted net operating income** | **​** | **$306,829** | **​** | **$136,575** | **​** | **$170,254** |

STNL property revenues were $337,438 for the six months ended June 30, 2025, a $185,354 increase from the six months ended June 30, 2024. Adjusted Net Operating Income from STNL properties was $306,829 for the six months ended June 30, 2025, an increase of $170,254 from the six months ended June 30, 2024. Revenues and Adjusted Net Operating Income increased due to the acquisition of the Buffalo Wild Wings Property and the United Rentals Property and owning the Citibank Property for the full six months ended June 30, 2025.

### Operating Expenses

The following table presents our operating expenses for the six months ended June 30, 2025 and 2024:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Property Operating Expense Reconciliation | ​ ​ ​ ​ | ​ ​ For the six months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Retail center property operating expenses | ​ | $837,545 | ​ | $819,822 | ​ | $17,723 |
| Flex center property operating expenses | ​ | ​ 375,647 | ​ | ​ 328,786 | ​ | ​ 46,861 |
| STNL property operating expenses | ​ | ​ 30,609 | ​ | ​ 15,509 | ​ | ​ 15,100 |
| **Total Property Operating Expenses from Consolidated Statements of Operations** | **​** | **$1,243,801** | **​** | **$1,164,117** | **​** | **$79,684** |
| ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| **Other Operating Expenses** |  | ​ |  | ​ |  | ​ |
| Bad debt expense | ​ | $1,321 | ​ | $22,220 | ​ | $(20,899) |
| Share based compensation expenses | ​ | ​ 397,182 | ​ | ​ 277,500 | ​ | ​ 119,682 |
| Legal, accounting and other professional fees | ​ | ​ 742,354 | ​ | ​ 679,574 | ​ | ​ 62,780 |
| Corporate general and administrative expenses | ​ | ​ 772,933 | ​ | ​ 510,739 | ​ | ​ 262,194 |
| Loss on impairment | ​ | ​ 67,503 | ​ | ​ — | ​ | ​ 67,503 |
| Depreciation and amortization | ​ | ​ 1,898,503 | ​ | ​ 2,005,775 | ​ | ​ (107,272) |
| **Total Operating Expenses** | **​** | **$5,123,597** | **​** | **$4,659,925** | **​** | **$463,672** |

Total operating expenses were $5,123,597 for the six months ended June 30, 2025. Total expenses for the six months ended June 30, 2025, increased by $463,672 over the six months ended June 30, 2024, primarily due to increased share based compensation, loss on impairment, legal, accounting and other professional fees, and corporate general and administrative expenses, which increased primarily due to increased marketing and compensation expenses.

### Operating (Loss) Income

Operating loss for the six months ended June 30, 2025 was $373,225, a decrease of $3,353,760 from the operating income of $2,980,535 for the six months ended June 30, 2024. This decrease was primarily a result of the gain on the sale of the Hanover Square Property of $2,819,502 during the six months ended June 30, 2024, but increased share based compensation, loss on impairment, legal, accounting and other professional fees, and corporate general and administrative expenses, also contributed to the decrease.

### Interest Expense

Interest expense was $1,131,856 and $1,600,108 for the six months ended June 30, 2025 and 2024, respectively, as follows:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ Interest Expense Reconciliation | ​ ​ ​ ​ | ​ ​ For the six months ended June 30, 2025 ​ | ​ | ​ ​ 2024 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Increase / (Decrease) ​ |
| --- | --- | --- | --- | --- | --- | --- |
| Retail center property interest expense | ​ | $727,515 | ​ | $873,516 | ​ | $(146,001) |
| Flex center property interest expense | ​ | ​ 331,880 | ​ | ​ 330,079 | ​ | ​ 1,801 |
| Addback: Non cash interest expense | ​ | ​ 58,359 | ​ | ​ 47,533 | ​ | ​ 10,826 |
| Addback: Other interest expense | ​ | ​ 14,102 | ​ | ​ 348,980 | ​ | ​ (334,878) |
| **Total Interest Expense from Condensed Consolidated Statements of Operations** | **​** | **$1,131,856** | **​** | **$1,600,108** | **​** | **$(468,252)** |

Total interest expense for the six months ended June 30, 2025 decreased by $468,252 over the six months ended June 30, 2024. This decrease was primarily a result of decreased interest from the sale of the Hanover Square Shopping Center Property and the redemption of the mandatorily redeemable preferred stock. Non cash interest expense, above, includes non-cash amortization of discounts and capitalized issuance costs related to the mandatorily redeemable preferred stock. See Note 5 of the accompanying notes to the unaudited condensed consolidated financial statements.

### Other Income

During the six months ended June 30, 2025, other income was $134,035, which consisted of $118,529 in lease termination fees and interest income of $15,507. This is an increase of $80,235 from other income of $53,800 for the six months ended June 30, 2024, which consisted of $28,138 in income related to the fair value change of the interest rate cap and interest income of $25,662.

### Other Expense

During the six months ended June 30, 2025, other expense was $49,216 related to the fair value change of the interest rate cap. There was no such other expense for the six months ended June 30, 2024.

### Net (Loss) Income

Net loss was $1,420,262 for the six months ended June 30, 2025, before adjustments for net loss attributable to noncontrolling interests. After adjusting for noncontrolling interests, the net loss attributable to our common stockholders was $1,525,485.

Net income for the six months ended June 30, 2025 decreased by $2,854,489 over the six months ended June 30, 2024, before adjustments for net (loss) income attributable to noncontrolling interests. After adjusting for noncontrolling interests, the net income attributable to our common stockholders for the six months ended June 30, 2025 decreased by $2,361,181 over the six months ended June 30, 2024.

### Other Non-GAAP Measures

### Funds from Operations and Adjusted Funds from Operations

We use funds from operations (“FFO”), a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in its December 2018 White Paper (the “NAREIT White Paper”). As defined in the NAREIT White Paper, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs and above and below market leases) and after adjustments for unconsolidated partnerships and joint ventures. Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.

The NAREIT White Paper states, “FFO of a REIT includes the FFO of all consolidated properties, including consolidated, partially owned affiliates”. Additionally, since the adjustments to GAAP net income, such as depreciation and amortization, used in the reconciliation of net income (loss) to determine FFO are not allocated between common stockholders and noncontrolling interests (i.e. 100% of depreciation and amortization are “added back” without reduction to reflect the noncontrolling owners’ interest in such items), we believe that the appropriate starting point for the calculation is the net (loss) income before allocation to noncontrolling interests. This allows us to use FFO as a tool to measure the overall performance of its investment properties, as a whole, not just the portion of the investment properties controlled by our common stockholders.

The following table reconciles our calculations of FFO, which is a non-GAAP measurement, to net (loss) income, the most directly comparable GAAP financial measure, for the six months ended June 30, 2025 and 2024:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ For the six months ended June 30, 2025 | ​ | ​ ​ 2024 |
| --- | --- | ---: | --- | --- |
| Net (loss) income | ​ | $(1,420,262) | ​ | ​ 1,434,227 |
| Depreciation of tangible real property assets (1) | ​ | 1,172,082 | ​ | ​ 1,190,945 |
| Depreciation of tenant improvements (2) | ​ | 354,043 | ​ | ​ 389,513 |
| Amortization of tenant improvement lease incentives (3) | ​ | ​ 1,236 | ​ | ​ 1,482 |
| Amortization of leasing commissions (4) | ​ | 109,229 | ​ | ​ 92,602 |
| Amortization of intangible assets (5) | ​ | 263,149 | ​ | ​ 332,715 |
| Gain on disposal of investment property (6) | ​ | ​ — | ​ | ​ (2,819,502) |
| Loss on impairment (7) | ​ | 67,503 | ​ | ​ — |
| Loss on extinguishment of debt (8) | ​ | ​ 27,066 | ​ | ​ 51,837 |
| Loss on redemption of mandatorily redeemable preferred stock (8) | ​ | 9,375 | ​ | ​ — |
| **Funds from operations (FFO)** | ​ | **$583,421** | ​ | **$673,819** |

(1) Depreciation expense for buildings and site improvements.

(2) Depreciation of tenant improvements, including those (i) acquired as part of the purchase of the retail center, flex center and STNL properties and (ii) those we constructed for the retail center properties and flex center properties subsequent to their acquisition.

(3) Depreciation of tenant improvements recorded as lease incentives.

(4) Amortization of leasing commissions paid for the retail center properties and flex center properties subsequent to the acquisition of the properties.

(5) Amortization of (i) intangible assets acquired as part of the purchase of the retail center properties, flex center properties and STNL properties, including leasing commissions, leases in place and legal and marketing costs.

(6) As defined in the NAREIT White Paper, FFO specifically excludes gains and losses from the sale of certain real estate assets.

(7) The NAREIT White Paper provides guidance for the treatment of impairment write-downs. Specifically, “To the extent there is an impairment write-down of depreciable real estate … related to a REIT’s main business, the write-down is excluded from FFO (i.e., adjusted from net income in calculating FFO).” Additionally, the NAREIT White Paper provides guidance on gains or losses on the sale of assets, stating “the REIT has the option to include or exclude such gains and losses in the calculation of FFO.”

(8) Consistent with the treatment of impairment write-downs, we include an adjustment for our gain on extinguishment of lease liability, loss on extinguishment of debt, and loss on redemption of mandatorily redeemable preferred stock.

The NAREIT White Paper encourages companies reporting FFO to “make supplemental disclosure of all material non-cash revenues and expenses affecting their results for each period.” We believe that the computation of FFO in accordance with the NAREIT White Paper’s definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include non-cash items such as amortization of loans and above and below market leases, unbilled rent arising from applying straight line rent revenue recognition and share-based compensation expenses. Additionally, the impact of capital expenditures, including tenant improvement and leasing commissions, net of reimbursements of such expenditures by property escrow funds, is included in our calculation of AFFO. Therefore, in addition to FFO, management uses Adjusted FFO (“AFFO”), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as their exclusion is not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.

Total AFFO for the six months ended June 30, 2025 and 2024 was as follows:

*(unaudited)*

*(unaudited)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ For the six months ended June 30, 2025 | ​ | ​ ​ 2024 |
| --- | --- | ---: | --- | ---: |
| Funds from operations | ​ | $583,421 | ​ | $673,819 |
| Amortization of above market leases (1) | ​ | 12,473 | ​ | 28,331 |
| Amortization of below market leases (2) | ​ | (104,414) | ​ | (157,562) |
| Straight line rent (3) | ​ | (69,264) | ​ | (46,098) |
| Capital expenditures (4) | ​ | (650,236) | ​ | (359,726) |
| Decrease (increase) in fair value of interest rate cap (5) | ​ | 49,216 | ​ | (28,138) |
| Amortization of loan issuance costs (6) | ​ | 58,359 | ​ | 47,533 |
| Amortization of preferred stock discount and offering costs (7) | ​ | 2,404 | ​ | 129,656 |
| Share-based compensation (8) | ​ | 397,182 | ​ | 277,500 |
| Bad debt expense (9) | ​ | 1,321 | ​ | 22,220 |
| **Adjusted funds from operations (AFFO)** | ​ | **$280,462** | ​ | **$587,535** |

(1) Adjustment to FFO resulting from non-cash amortization of intangible assets.

(2) Adjustment to FFO resulting from non-cash amortization of intangible liabilities.

(3) Adjustment to FFO resulting from non-cash revenues recognized as a result of applying straight line revenue recognition for the retail center properties and flex center properties.

(4) Adjustment to FFO for capital expenditures, including capitalized leasing commissions, tenant improvements, and building and site improvements. See Investing Activities, above, for detail of capital expenditures.

(5) Adjustment to FFO resulting from non-cash expenses recognized as a result of decreases in the fair value of the interest rate caps for the Parkway Property.

(6) Adjustment to FFO for amortization of non-cash expenses recognized as a result of amortizing loan issuance costs over the terms of the respective mortgages.

(7) Adjustment to FFO for amortization of non-cash expenses recognized as a result of amortizing the mandatorily redeemable preferred stock discount and offering costs over the mandatorily redeemable preferred stock’s five-year term.

(8) Adjustment to FFO resulting from non-cash expenses recorded for share-based compensation.

(9) The NAREIT White Paper provides guidance on non-cash revenues and expenses, stating, “To provide an opportunity for consistent analysis of operating results among REITs, the NAREIT White Paper encourages those reporting FFO to make supplemental disclosure of all material non-cash revenues and expenses affecting their results for each period. We have elected to include non-cash expenses (bad debt expense) in our calculation of AFFO.

## Market risk

As filed, 180 characters.

We have omitted a discussion of quantitative and qualitative disclosures about market risk because, as a smaller reporting company, we are not required to provide such information.

## Controls and procedures

As filed, 3,296 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including our Chief Executive Officer and

Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures as of June 30, 2025, the end of the period covered by this Quarterly Report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer have concluded, as of June 30, 2025, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow for timely decisions regarding required disclosure.

### Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our management, including our Chief Executive Officer, evaluated, as of June 30, 2025, the effectiveness of our internal control over financial reporting based on the framework in *Internal Control — Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on that evaluation, our Chief Executive Officer concluded that our internal control over financial reporting, as of June 30, 2025, was effective.

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Quarterly Report.

### Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 5,742 characters.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024. The following risk factor represents a material change from the risk factors described in that Form 10-K and should be read in conjunction with the other risk factors disclosed therein.

***Our investment in bitcoin is subject to market volatility and regulatory uncertainty.***

We have made, and may make additional, investments in bitcoin. The price of bitcoin has been highly volatile and may continue to be volatile in the future, due to market factors, regulatory developments and other risks that are outside of our control. The prevalence of bitcoin is a relatively recent trend, and the long-term adoption of bitcoin by investors, consumers, and businesses remains uncertain. Market participants lack sufficient data to predict the future trend of bitcoins with precision. Bitcoin’s lack of a physical form and its reliance on technology may subject its integrity to the threat of malicious attacks and technological obsolescence. To the extent the market value of our bitcoin investment decreases, our financial condition may be adversely impacted.

### The DST Program could subject us to liabilities from litigation or otherwise.

We have initiated a DST Program to issue and sell beneficial interests (“DST Interests”) in specific Delaware statutory trusts (“DSTs”) holding one or more real properties (each, a “DST Property” and, collectively, the “DST Properties”). These DST Interests will be sold in private placements exempt from registration under the Securities Act to “accredited investors” in specific DSTs holding one or more DST Properties. We expect that the DST Program will give us the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors that may be seeking like-kind replacement properties to complete tax-deferred exchange transactions under Section 1031 of the Code. However, there is no guarantee that the DST Program will provide the tax benefits expected by investors. Investors who acquire DST Interests through such private placements may be seeking certain tax benefits that depend on the interpretation of, and compliance with, federal and state income tax laws and regulations. We may become subject to liability, from litigation or otherwise, as a result of the DST Program.

***The DST Program will not shield us from risks related to the performance of the DST Properties held through such structures.***

Under the DST Program, certain of our existing real properties and real properties acquired from third parties may be placed into DSTs, the DST Interests of which will be sold to investors. Due to tax-related restrictions on a DST’s leasing activities, unless a DST Property is long-term absolute net leased to a credit tenant, we, through a wholly owned subsidiary, will hold a long-term leasehold interest in each DST Property under a master lease, which may be guaranteed by the Operating Partnership. Under each master lease, we, through such subsidiary or applicable master tenant, will be responsible for subleasing the applicable DST Property to occupying tenants until the earlier of the expiration of the master lease or the Operating Partnership’s exercise of the FMV Option, as defined below, which means that we bear the risk that the underlying cash flows from a DST Property may be less than the master lease payments. Therefore, even though we will no longer own such applicable DST Property, because of the fixed terms of the master lease, which may be guaranteed by the Operating Partnership, negative operating performance by a DST Property could affect cash available for distributions to our stockholders and would likely have an adverse effect on our results of operations.

***DST Properties may be less liquid than other assets, which could impair our ability to utilize cash proceeds from sales of such DST Properties for other purposes such as paying down debt, distributions or additional investments.***

We may later reacquire DST Properties through the Operating Partnership’s exercise of its contractual right to acquire a DST Property from the DST at its fair market value (the “FMV Option”). In such cases, the investors who elect to receive OP Units pursuant to the FMV Option and become limited partners in the Operating Partnership will generally still be tied to the applicable DST Property in terms of basis and built-in-gain. As a result, if a DST Property is subsequently sold, unless we effectuate a like-kind exchange under Section 1031 of the Code, then tax will be triggered on the investors’ built-in-gain. Any replacement property acquired in connection with a 1031 exchange will similarly be tied to such investors with similar considerations if such replacement property ever is sold. We also may enter into tax protection agreements with investors who elect to receive OP Units in connection with the exercise of a FMV Option pursuant to which we will agree to indemnify such investors from their tax liabilities generated from a taxable disposition of a DST Property during a protected period of time. As a result of these factors, placing real properties into the DST Program may limit our ability to access liquidity from such real properties or replacement properties through sale without triggering taxes due to the built-in-gain tied to investors in the DST Program. Such reduced liquidity could impair our ability to utilize cash proceeds from sales for other purposes such as paying down debt, paying distributions, funding repurchases or making additional investments.

Filed Aug 7, 2025.
Source: SEC EDGAR, the filing index for accession 0001558370-25-010758. Last ingested by Listed: Nov 6, 2026, 16:43 ET. No prices; not investment advice.