Broadstone Net Lease Announces Fourth Quarter and Full Year 2025 Results

VICTOR, N.Y.--( BUSINESS WIRE)--Broadstone Net Lease, Inc. (NYSE: BNL) (“BNL”, the “Company”, “we”, “our”, or “us”), today announced its operating results for the year and quarter ended December 31, 2025.

Our results in 2025 underscore the strength of our portfolio, our relationships, and our operating platform as we enter 2026 with momentum and a clear runway ahead.

MANAGEMENT COMMENTARY

“2025 was an important year for Broadstone, highlighted by consistent execution and our return to growth through our differentiated strategy,” said John Moragne, BNL's Chief Executive Officer. “We significantly advanced our build-to-suit pipeline, improving visibility to embedded revenue growth, navigated tenant-related headlines while driving same-store growth, and invested approximately $430 million in stabilized acquisitions sourced predominantly through direct relationships, all while maintaining tight control of expenses and growing cash flows. Our results in 2025 underscore the strength of our portfolio, our relationships, and our operating platform as we enter 2026 with momentum and a clear runway ahead.”

FULL YEAR 2025 HIGHLIGHTS

OPERATING

RESULTS

INVESTMENT & DISPOSITION ACTIVITY

CAPITAL MARKETS ACTIVITY

FOURTH QUARTER 2025 HIGHLIGHTS

OPERATING

RESULTS

INVESTMENT & DISPOSITION ACTIVITY

CAPITAL MARKETS ACTIVITY

SUMMARIZED FINANCIAL RESULTS

For the Three Months Ended

For the Twelve Months Ended

(in thousands, except per share data)

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Revenues

118,295

114,167

112,130

454,138

431,800

Net income, including non-controlling interests

35,028

27,065

27,607

99,416

168,989

Net earnings per share – diluted

0.17

0.14

0.50

0.86

FFO

73,010

70,969

80,003

290,301

300,681

FFO per share

0.37

0.36

0.41

1.46

1.52

Core FFO

77,699

70,386

74,427

300,515

295,471

Core FFO per share

0.39

0.35

0.38

1.51

1.50

AFFO

75,846

74,314

70,532

296,281

281,991

AFFO per share

0.38

0.37

0.36

1.49

1.43

Diluted Weighted Average Shares Outstanding

197,935

197,632

197,697

197,573

196,619

FFO, Core FFO, and AFFO are measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See the Reconciliation of Non-GAAP Measures later in this press release.

REAL ESTATE PORTFOLIO UPDATE

As of December 31, 2025, we owned a diversified portfolio of 771 individual net leased commercial properties with 764 properties located in 44 U.S. states and seven properties located in four Canadian provinces, comprising approximately 41.6 million rentable square feet of operational space. As of December 31, 2025, all but one of our properties were subject to a lease, and our properties were occupied by 206 different commercial tenants, with no single tenant accounting for more than 3.9% of our annualized base rent (“ABR”). Properties subject to a lease represent 99.8% of our portfolio’s rentable square footage. The ABR weighted average lease term and ABR weighted average annual rent increase, pursuant to leases on properties in the portfolio as of December 31, 2025, was 9.6 years and 2.1%, respectively.

Subsequent to quarter end, Gardner White assumed the leases for all six sites previously tenanted by American Signature, effective February 6, 2026, following the court-approved bankruptcy process. Existing lease terms remain in-place while the Company is actively negotiating a new master lease for these locations.

BALANCE SHEET AND CAPITAL MARKETS ACTIVITIES

As of the December 31, 2025, we had total outstanding debt of $2.5 billion, Net Debt of $2.5 billion, a Net Debt to Annualized Adjusted EBITDAre ratio of 6.0x, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 5.8x. We had $723.5 million of available capacity on our unsecured revolving credit facility as of quarter end, and no material maturities until 2027.

Subsequent to quarter end, we sold, on a forward basis, 1,676,00 shares of common stock at a weighted average price per share of $18.63 for an estimated net proceeds of approximately $30.8 million under our ATM Program, none of which has been settled. In total, on a forward basis, we have sold 2,297,487 of shares common stock at a weighted average price per share of $18.55 for an estimated net proceeds of $41.8 million. These sales may be settled, at our discretion, at any time prior to December 31, 2026. As of the date of this release, we have approximately $317.4 million of capacity remaining under our $400 million 2024 ATM Program.

BUILD-TO-SUIT DEVELOPMENT PROJECTS

The following table summarizes our in-process and stabilized developments as of February 12, 2026. We have secured the land and started construction on nine in-process developments.

Property

Projected Rentable Square Feet

Start Date

Target Stabilization Date/Stabilized Date

Lease Term (Years)

Annual Rent Escalations

Estimated Total Project Investment

Cumulative Investment

Estimated Remaining Investment

Estimated Cash Capitalization Rate

Estimated Straight-line Yield 1

In-process retail:

Sprouts (Bedford, TX)

Jul. 2025

Aug. 2026

0.9

9,533

1,235

8,298

7.2

7.7

Hobby Lobby (Granbury, TX)

Oct. 2025

Sep. 2026

0.7

8,129

1,407

6,722

7.1

7.4

Academy Sports (Granbury, TX)

Oct. 2025

Nov. 2026

0.6

12,393

2,793

9,600

7.1

7.4

Academy Sports (Waco, TX)

Dec. 2025

Sep. 2026

0.6

14,488

5,824

8,664

7.2

7.5

In-process industrial:

Sierra Nevada (Dayton, OH)

122

Oct. 2024

Mar. 2026

3.0

55,525

46,038

9,487

7.7

9.6

Southwire (Bremen, GA)

1,178

Dec. 2024

Oct. 2026

2.8

115,411

47,954

67,457

7.8

8.8

Fiat Chrysler Automobile (Forsyth, GA)

422

Apr. 2025

Aug. 2026

2.8

78,242

37,759

40,483

6.9

8.3

AGCO (Visalia, CA)

115

Jun. 2025

Aug. 2026

3.5

19,567

15,123

4,444

7.0

8.5

Palmer Logistics (Midlothian, TX) 2

270

Jul. 2025

Jul. 2026

12.3

3.5

32,063

14,817

17,246

7.6

9.2

2,307

12.9

2.7

345,351

172,950

172,401

7.4

8.7

Stabilized industrial:

UNFI (Sarasota, FL)

1,016

Jan. 2023

Sep. 2024

2.5

200,958

—

7.2

8.6

Sierra Nevada (Dayton, OH)

122

Oct. 2024

Nov. 2025

3.0

58,563

56,534

2,029

7.5

9.3

Stabilized retail:

7Brew (High Point, NC)

Dec. 2024

Feb. 2025

1.9

1,975

—

8.0

8.8

7Brew (Charleston, SC)

Feb. 2025

Apr. 2025

1.9

1,729

—

7.9

8.8

7Brew (Jacksonville, FL)

Jun. 2025

Nov. 2025

1.9

2,008

1,613

395

8.0

8.8

Total / weighted average

3,448

13.8

2.6

610,584

435,759

174,825

7.4

8.7

1 Represents our pro-rata share of the estimated first year yield to be generated on a real estate investment, which was computed at the time of investment based on the estimated annual straight-line rental income computed in accordance with GAAP, divided by the estimated total project investment.

2 Development represents our common and preferred equity investments in a consolidated joint venture, and excludes amounts attributed to non-controlling interest holders.

DISTRIBUTIONS

At its February 13, 2026 meeting, our board of directors declared a quarterly dividend of $0.2925 per common share and OP Unit to holders of record as of March 31, 2026, payable on or before April 15, 2026.

2026 GUIDANCE

For 2026, BNL expects to report AFFO of $1.53 to $1.57 per diluted share, which remains unchanged from previously announced guidance.

The guidance is based on the following key assumptions:

Our per share results are sensitive to both the timing and amount of real estate investments, property dispositions, and capital markets activities that occur throughout the year.

The Company does not provide guidance for the most comparable GAAP financial measure, net income, or a reconciliation of the forward-looking non-GAAP financial measure of AFFO to net income computed in accordance with GAAP, because it is unable to reasonably predict, without unreasonable efforts, certain items that would be contained in the GAAP measure, including items that are not indicative of the Company’s ongoing operations, including, without limitation, potential impairments of real estate assets, net gain/loss on dispositions of real estate assets, changes in allowance for credit losses, and stock-based compensation expense. These items are uncertain, depend on various factors, and could have a material impact on the Company’s GAAP results for the guidance periods.

CONFERENCE CALL AND WEBCAST

The Company will host its earnings conference call and audio webcast on Thursday, February 19, 2026, at 11:00 a.m. Eastern Time.

To access the live webcast, which will be available in listen-only mode, please visit: https://events.q4inc.com/attendee/945442806. If you prefer to listen via phone, U.S. participants may dial: 1-833-470-1428 (toll free) or 1-646-844-6383 (local), access code 674510. International access numbers are viewable here: https://www.netroadshow.com/conferencing/global-numbers?confId=94099.

A replay of the conference call webcast will be available approximately one hour after the conclusion of the live broadcast. To listen to a replay of the call via the web, which will be available for one year, please visit: https://investors.bnl.broadstone.com.

About Broadstone Net Lease, Inc.

BNL is an industrial-focused, diversified net lease REIT that invests in primarily single-tenant commercial real estate properties that are net leased on a long-term basis to a diversified group of tenants. Utilizing an investment strategy underpinned by strong fundamental credit analysis and prudent real estate underwriting, as of December 31, 2025, BNL’s diversified portfolio consisted of 771 individual net leased commercial properties with 764 properties located in 44 U.S. states and seven properties located in four Canadian provinces across the industrial, retail, and other property types.

Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies, and prospects, both business and financial. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “outlook,” “potential,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “expect,” “intends,” “anticipates,” “estimates,” “plans,” “would be,” “believes,” “continues,” or the negative version of these words or other comparable words. Forward-looking statements, including our 2026 guidance and assumptions, involve known and unknown risks and uncertainties, which may cause BNL’s actual future results to differ materially from expected results, including, without limitation, risks and uncertainties related to general economic conditions, including but not limited to increases in the rate of inflation and/or fluctuation of interest rates, local real estate conditions, tenant financial health, property investments and acquisitions, and the timing and uncertainty of completing these property investments and acquisitions, and uncertainties regarding future distributions to our stockholders. These and other risks, assumptions, and uncertainties are described in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which the Company expects to file with the SEC on February 19, 2026 which you are encouraged to read, and will be available on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company assumes no obligation to, and does not currently intend to, update any forward-looking statements after the date of this press release, whether as a result of new information, future events, changes in assumptions, or otherwise.

Notice Regarding Non-GAAP Financial Measures

In addition to our reported results and net earnings per diluted share, which are financial measures presented in accordance with GAAP, this press release contains and may refer to certain non-GAAP financial measures, including Funds from Operations (“FFO”), Core Funds From Operations (“Core FFO”), AFFO, Net Debt, and Net Debt to Annualized Adjusted EBITDAre. We believe the use of FFO, Core FFO, and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure, and should be considered in addition to, and not in lieu of, GAAP financial measures. We believe presenting Net Debt to Annualized Adjusted EBITDAre is useful to investors because it provides information about gross debt less cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using Annualized Adjusted EBITDAre. You should not consider our Annualized Adjusted EBITDAre as an alternative to net income or cash flows from operating activities determined in accordance with GAAP. A reconciliation of non-GAAP measures to the most directly comparable GAAP financial measure and statements of why management believes these measures are useful to investors are included below.

Broadstone Net Lease, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)

December 31,

2025

December 31,

2024

Assets

Accounted for using the operating method:

Land

781,117

778,826

Land improvements

373,405

357,142

Buildings and improvements

4,118,578

3,815,521

Equipment

15,281

15,843

Total accounted for using the operating method

5,288,381

4,967,332

Less accumulated depreciation

(772,589

)

(672,478

)

Accounted for using the operating method, net

4,515,792

4,294,854

Accounted for using the direct financing method

25,497

26,154

Accounted for using the sales-type method

14,405

571

Property under development

265,812

18,784

Investment in rental property, net

4,821,506

4,340,363

Cash and cash equivalents

30,540

14,845

Accrued rental income

178,880

162,717

Tenant and other receivables, net

4,404

3,281

Prepaid expenses and other assets

55,910

41,584

Interest rate swap, assets

18,248

46,220

Goodwill

339,769

Intangible lease assets, net

268,010

267,638

Total assets

5,717,267

5,216,417

Liabilities and equity

Unsecured revolving credit facility

266,036

93,014

Mortgages, net

56,689

76,846

Unsecured term loans, net

994,219

897,201

Senior unsecured notes, net

1,190,738

846,064

Interest rate swap, liabilities

1,501

—

Accounts payable and other liabilities

60,081

48,983

Dividends payable

59,513

58,317

Accrued interest payable

13,502

5,837

Intangible lease liabilities, net

41,527

48,731

Total liabilities

2,683,806

2,074,993

Commitments and contingencies (Note 17)

Equity

Broadstone Net Lease, Inc. equity:

Preferred stock, $0.001 par value; 20,000 shares authorized, no shares issued or outstanding

—

Common stock, $0.00025 par value; 500,000 shares authorized, 191,423 and 188,626 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

3,502,380

3,450,584

Cumulative distributions in excess of retained earnings

(620,221

)

(496,543

)

Accumulated other comprehensive income

19,788

49,657

Total Broadstone Net Lease, Inc. equity

2,901,995

3,003,745

Non-controlling interests

131,466

137,679

Total equity

3,033,461

3,141,424

Total liabilities and equity

5,717,267

5,216,417

Broadstone Net Lease, Inc. and Subsidiaries

Condensed Consolidated Statements of Income and Comprehensive (Loss) Income

(in thousands, except per share amounts)

For the Three Months Ended

For the Year Ended

December 31,

2025

September 30,

2025

December 31,

2025

December 31,

2024

Revenues

Lease revenues, net

118,295

114,167

454,138

431,800

Operating expenses

Depreciation and amortization

41,768

40,246

164,086

156,179

Property and operating expense

6,282

6,198

22,971

24,741

General and administrative

9,666

9,974

38,883

37,986

Provision for impairment of investment in rental properties

4,668

6,999

39,734

49,001

Total operating expenses

62,384

63,417

265,674

267,907

Other income (expenses)

Interest income

(14

)

182

389

994

Interest expense

(25,051

)

(28,230

)

(94,467

)

(74,077

)

Gain on sale of real estate

8,371

3,259

12,601

73,153

Income taxes

(392

)

(208

)

(1,154

)

(1,175

)

Other (expenses) income

(3,797

)

1,312

(6,417

)

6,201

Net income

35,028

27,065

99,416

168,989

Net income attributable to non-controlling interests

(1,902

)

(599

)

(2,921

)

(6,548

)

Net income attributable to Broadstone Net Lease, Inc.

33,126

26,466

96,495

162,441

Weighted average number of common shares outstanding

Basic

188,480

188,099

188,123

187,454

Diluted

197,935

197,632

197,573

196,619

Net earnings per common share

Basic

0.17

0.14

0.51

0.86

Diluted

0.17

0.14

0.50

0.86

Comprehensive income (loss)

Net income

35,028

27,065

99,416

168,989

Other comprehensive income (loss)

Change in fair value of interest rate swaps

(849

)

(4,981

)

(36,185

)

124

Realized loss (gain) on interest rate swaps

—

6,103

6,091

209

Comprehensive income (loss)

34,179

28,187

69,322

169,322

Comprehensive income (loss) attributable to non-controlling interests

(1,867

)

(646

)

(1,635

)

(6,552

)

Comprehensive income (loss) attributable to Broadstone Net Lease, Inc.

32,312

27,541

67,687

162,770

Reconciliation of Non-GAAP Measures

The following is a reconciliation of net income to FFO, Core FFO, and AFFO for the three months ended December 31, 2025 and September 30, 2025, and the years ended December 31, 2025, and December 31, 2024. Also presented is the weighted average number of shares of our common stock and OP Units used for the diluted per share computation:

For the Three Months Ended

For the Year Ended

(in thousands, except per share data)

December 31,

2025

September 30,

2025

December 31,

2025

December 31,

2024

Net income

35,028

27,065

99,416

168,989

Real property depreciation and amortization

41,686

40,164

163,752

155,844

Gain on sale of real estate

(8,371

)

(3,259

)

(12,601

)

(73,153

)

Provision for impairment on investment in rental properties

4,667

6,999

39,734

49,001

FFO

73,010

70,969

290,301

300,681

Net write-offs of accrued rental income

1,103

755

4,089

2,676

Other non-core income from real estate transactions

(211

)

(27

)

(348

)

(2,070

)

Cost of debt extinguishment

—

166

—

Severance and employee transition costs

—

385

Other (income) expenses 1

3,797

(1,312

)

6,252

(6,201

)

Core FFO

77,699

70,386

300,515

295,471

Straight-line rent adjustment

(5,140

)

(4,960

)

(21,591

)

(21,652

)

Adjustment to provision for credit losses

—

(13

)

(17

)

Amortization of debt issuance costs

1,566

1,357

5,488

3,932

Non-capitalized transaction costs

157

125

541

951

Realized gain or loss on interest rate swaps and other non-cash interest expense

6,116

6,139

209

Amortization of lease intangibles

(1,017

)

(1,198

)

(4,470

)

(4,413

)

Stock-based compensation

2,492

2,488

9,597

7,355

Deferred Taxes

—

155

AFFO

75,846

74,314

296,281

281,991

Diluted WASO 2

197,935

197,632

197,573

196,619

Net earnings per diluted share 3

0.17

0.14

0.50

0.86

FFO per diluted share 3

0.37

0.36

1.46

1.52

Core FFO per diluted share 3

0.39

0.35

1.51

1.50

AFFO per diluted share 3

0.38

0.37

1.49

1.43

Amount includes $(1.3) million and $1.3 million of unrealized foreign exchange (loss) gain for the three months ended December 31, 2025 and September 30, 2025, respectively, and $(3.7) million and $6.2 million of unrealized foreign exchange (loss) gain for the years ended December 31, 2025 and December 31, 2024, respectively, primarily associated with our Canadian dollar denominated revolving borrowings. Amount includes a $2.5 million write-off of a non-real estate note receivable during the year ended December, 31, 2025.

Excludes (1,070,383) and 1,071,038 weighted average shares of unvested restricted common stock for the three months ended December 31, 2025 and September 30, 2025, respectively. Excludes 1,057,782 and 924,237 weighted average shares of unvested restricted common stock for the years ended December 31, 2025 and December 31, 2024, respectively.

Excludes $0.3 million from the numerator for the three months ended December 31, 2025 and September 30, 2025, respectively. Excludes $1.2 million from the numerator for the years ended December 31, 2025 and December 31, 2024, respectively.

Our reported results and net earnings per diluted share are presented in accordance with GAAP. We also disclose FFO, Core FFO, and AFFO, each of which are non-GAAP measures. We believe the use of FFO, Core FFO, and AFFO are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. FFO, Core FFO, and AFFO should not be considered alternatives to net income as a performance measure or to cash flows from operations, as reported on our statement of cash flows, or as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.

We compute FFO in accordance with the standards established by the Board of Governors of Nareit, the worldwide representative voice for REITs and publicly traded real estate companies with an interest in the U.S. real estate and capital markets. Nareit defines FFO as GAAP net income or loss adjusted to exclude net gains (losses) from sales of certain depreciated real estate assets, depreciation and amortization expense from real estate assets, and impairment charges related to certain previously depreciated real estate assets. FFO is used by management, investors, and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers, primarily because it excludes the effect of real estate depreciation and amortization and net gains (losses) on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions.

We compute Core FFO by adjusting FFO, as defined by Nareit, to exclude certain GAAP income and expense amounts that we believe are infrequently recurring, unusual in nature, or not related to its core real estate operations, including write-offs or recoveries of accrued rental income, cost of debt extinguishments, lease termination fees and other non-core income from real estate transactions, gain on insurance recoveries, severance and employee transition costs, and other extraordinary items. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis.

We compute AFFO, by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, adjustment to provision for credit losses, amortization of lease intangibles, amortization of debt issuance costs, adjustment to provision for credit losses, amortization of net mortgage premiums, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, (gain) loss on interest rate swaps and other non-cash interest expense, deferred taxes, stock-based compensation, and other specified non-cash items. We believe that excluding such items assists management and investors in distinguishing whether changes in our operations are due to growth or decline of operations at our properties or from other factors. We use AFFO as a measure of our performance when we formulate corporate goals, and is a factor in determining management compensation. We believe that AFFO is a useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by non-cash revenues or expenses.

Specific to our adjustment for straight-line rents, our leases include cash rents that increase over the term of the lease to compensate us for anticipated increases in market rental rates over time. Our leases do not include significant front-loading or back-loading of payments, or significant rent-free periods. Therefore, we find it useful to evaluate rent on a contractual basis as it allows for comparison of existing rental rates to market rental rates.

FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other REITs, and comparisons of our FFO, Core FFO, and AFFO with the same or similar measures disclosed by other REITs may not be meaningful.

Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments to FFO that we use to calculate Core FFO and AFFO. In the future, the SEC, Nareit or another regulatory body may decide to standardize the allowable adjustments across the REIT industry and in response to such standardization we may have to adjust our calculation and characterization of Core FFO and AFFO accordingly.

The following is a reconciliation of net income to EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre, debt to Net Debt and Pro Forma Net Debt, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre as of and for the three months ended December 31, 2025, September 30, 2025, and December 31, 2024:

For the Three Months Ended

(in thousands)

December 31,

2025

September 30,

2025

December 31,

2024

Net income

35,028

27,065

27,607

Depreciation and amortization

41,768

40,246

42,987

Interest expense

25,051

28,230

19,565

Income taxes

392

208

527

EBITDA

102,239

95,749

90,686

Provision for impairment of investment in rental properties

4,667

6,999

17,690

Gain on sale of real estate

(8,371

)

(3,259

)

(8,197

)

EBITDAre

98,535

99,489

100,179

Adjustment for current quarter investment activity 1

1,821

1,797

Adjustment for current quarter disposition activity 2

(286

)

(257

)

(11

)

Adjustment to exclude non-recurring and other expenses 3

2,515

(177

)

348

Adjustment to exclude net write-offs of accrued rental income

1,103

755

120

Adjustment to exclude realized / unrealized foreign exchange (gain) loss

1,282

(1,312

)

(4,699

)

Adjustment to exclude other income from real estate transactions

(392

)

(43

)

(1,183

)

Adjusted EBITDAre

104,578

100,252

94,782

Estimated revenues from developments 4

2,867

2,544

334

Pro Forma Adjusted EBITDAre

107,445

102,796

95,116

Annualized EBITDAre

394,140

397,956

400,716

Annualized Adjusted EBITDAre

418,312

401,008

379,128

Pro Forma Annualized Adjusted EBITDAre

429,780

411,184

380,464

Reflects an adjustment to give effect to all investments during the quarter, including developments that have reached rent commencement, as if they had been made as of the beginning of the quarter.

Reflects an adjustment to give effect to all dispositions during the quarter as if they had been sold as of the beginning of the quarter.

Amount includes a $2.5 million write-off of a non-real estate note receivable for the three months ended December 31, 2025. Amount includes less than $0.2 million of accelerated lease intangible amortization for the three months ended September 30, 2025. Amount includes $0.2 million of accelerated lease intangible amortization and $0.1 million of severance and employee transition costs for the three months ended December 31, 2024.

Represents estimated contractual revenues based on in-process development spend to-date.

(in thousands)

December 31,

2025

September 30,

2025

December 31,

2024

Debt

Unsecured revolving credit facility

266,036

95,824

93,014

Unsecured term loans, net

994,219

994,550

897,201

Senior unsecured notes, net

1,190,738

1,190,315

846,064

Mortgages, net

56,689

57,168

76,846

Debt issuance costs

15,072

15,171

6,802

Gross Debt

2,522,754

2,353,028

1,919,927

Cash and cash equivalents

(30,540

)

(81,966

)

(14,845

)

Restricted cash

(3,102

)

(1,354

)

(1,148

)

Net Debt

2,489,112

2,269,708

1,903,934

Estimated net proceeds from forward equity agreements 1

(10,964

)

(37,257

)

(38,514

)

Pro Forma Net Debt

2,478,148

2,232,451

1,865,420

Leverage Ratios:

Net Debt to Annualized EBITDAre

6.3x

5.7x

4.8x

Net Debt to Annualized Adjusted EBITDAre

6.0x

5.7x

5.0x

Pro Forma Net Debt to Annualized Adjusted EBITDAre

5.8x

5.4x

4.9x

Represents pro forma adjustment for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented.

We define Net Debt as gross debt (total reported debt plus debt issuance costs and original issuance discount) less cash and cash equivalents and restricted cash. We believe that the presentation of Net Debt to Annualized EBITDAre and Net Debt to Annualized Adjusted EBITDAre is useful to investors and analysts because these ratios provide information about gross debt less cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using EBITDAre.

We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry. We believe that this ratio provides investors and analysts with a measure of our performance that includes our operating results unaffected by the differences in capital structures, capital investment cycles and useful life of related assets compared to other companies in our industry. We compute EBITDAre in accordance with the definition adopted by Nareit, as EBITDA excluding gains (losses) from the sales of depreciable property and provisions for impairment on investment in real estate. We believe EBITDA and EBITDAre are useful to investors and analysts because they provide important supplemental information about our operating performance exclusive of certain non-cash and other costs. EBITDA and EBITDAre are not measures of financial performance under GAAP, and our EBITDA and EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.

We are focused on a disciplined and targeted investment strategy, together with active asset management that includes selective sales of properties. We manage our leverage profile using a ratio of Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, each discussed further below, which we believe is a useful measure of our ability to repay debt and a relative measure of leverage, and is used in communications with our lenders and rating agencies regarding our credit rating. As we fund new investments using our unsecured Revolving Credit Facility, our leverage profile and Net Debt will be immediately impacted by current quarter investments. However, the full benefit of EBITDAre from new investments will not be received in the same quarter in which the properties are acquired. Additionally, EBITDAre for the quarter includes amounts generated by properties that have been sold during the quarter. Accordingly, the variability in EBITDAre caused by the timing of our investments and dispositions can temporarily distort our leverage ratios. We adjust EBITDAre (“Adjusted EBITDAre”) for the most recently completed quarter (i) to recalculate as if all investments and dispositions had occurred at the beginning of the quarter, (ii) to exclude certain GAAP income and expense amounts that are either non-cash, such as cost of debt extinguishments, realized or unrealized gains and losses on foreign currency transactions, or gains on insurance recoveries, or that we believe are one time, or unusual in nature because they relate to unique circumstances or transactions that had not previously occurred and which we do not anticipate occurring in the future, and (iii) to eliminate the impact of lease termination fees and other items that are not a result of normal operations. While investments in build-to-suit developments have an immediate impact to Net Debt, we do not make an adjustment to EBITDAre until the quarter in which the lease commences. We define our Pro Forma Adjusted EBITDAre as Adjusted EBITDAre adjusted to show the impact of estimated contractual revenues based on in-process development spend to-date. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from forward sale agreements that have not settled as if they have been physically settled for cash as of the period presented. We then annualize quarterly Adjusted EBITDAre and Pro Forma Adjusted EBITDAre by multiplying them by four (“Annualized Adjusted EBITDAre” and “Annualized Pro Forma Adjusted EBITDAre”). You should not unduly rely on this measure as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly different from our Annualized Adjusted EBITDAre. Adjusted EBITDAre and Annualized Adjusted EBITDAre are not measurements of performance under GAAP, and our Adjusted EBITDAre and Annualized Adjusted EBITDAre may not be comparable to similarly titled measures of other companies. You should not consider our Adjusted EBITDAre and Annualized Adjusted EBITDAre as alternatives to net income or cash flows from operating activities determined in accordance with GAAP.