[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_98":99},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","w3prhfxe5binpfn5mds4yl451","revision",2,"title","Broadstone Net Lease提交截至2026年9月30日季度的10-Q：九个月净利润1.148亿美元","originalTitle","10-Q - Broadstone Net Lease, Inc. (0001424182) (Filer)","summary","Broadstone Net Lease提交截至2026年9月30日季度的10-Q，披露九个月净利润为1.148亿美元，较上年同期的6,439万美元增加。九个月净租赁收入为3.656亿美元，经营活动现金净额为2.219亿美元；公司称净利润增长主要与减值费用减少、净租赁收入增加及房地产出售收益增加有关。","reason","节选披露了公司截至2026年9月30日的季度及九个月财务表现、资产负债与流动性，并提示杠杆和开发投资相关信息。","source",{"_12":89,"_90":91,"_9":92,"_93":42,"_94":95,"_96":97},"links",{"_86":87,"_78":88},"publishedAt","2026-10-28T20:19:11.000Z","discoveredAt","2026-10-29T01:30:44.737Z","timelineAt","category","ai-products","tags",[84,85],"stockSymbols",[83],"score",54,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fm_mONl9UguU",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","fe3345f2-ec52-4331-877c-52da0d7d8ec4","Broadstone Net Lease披露2026年前九个月业绩增长",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

____________________________________________________

10-Q 表

____________________________________________________


x	根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2026 年 9 月 30 日的季度


o	根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡报告

委员会档案编号 001-39529

____________________________________________________

BROADSTONE NET LEASE, INC.

（注册人章程中规定的确切名称）

____________________________________________________


马里兰州	26-1516177
（注册成立或组织所在州或其他司法管辖区）	（美国国税局雇主识别号）

207 High Point Drive

Suite 300

Victor, New York

14564

（主要行政办公室地址）

（邮政编码）

(585) 287-6500

（注册人的电话号码，包括区号）

____________________________________________________

根据该法第 12(b) 条注册的证券：

各类别名称

交易
代码

上市交易所名称

普通股，每股面值 $0.00025

BNL

纽约证券交易所

请勾选说明注册人是否 (1) 已在此前 12 个月内（或注册人须提交此类报告的更短期间内）提交了《1934 年证券交易法》第 13 或 15(d) 条要求提交的所有报告，以及 (2) 在过去 90 天内是否一直受此类提交要求约束。是 x 否 o

请勾选说明注册人是否已在此前 12 个月内（或注册人须提交此类文件的更短期间内），以电子方式提交根据 S-T 条例第 405 条（本章 §232.405）要求提交的每一份交互式数据文件。是 x 否 o

请勾选说明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、较小申报公司还是新兴成长型公司。参见《交易法》规则 12b-2 中“大型加速申报公司”“加速申报公司”“较小申报公司”和“新兴成长型公司”的定义。

大型加速申报公司

加速申报公司

非加速申报公司

较小申报公司

新兴成长型公司

如果是新兴成长型公司，请勾选说明注册人是否选择不采用《交易法》第 13(a) 条规定的、遵守任何新的或修订的财务会计准则的延长过渡期。 o

请勾选说明注册人是否为空壳公司（定义见《交易法》规则 12b-2）。是 o 否 x

截至 2026 年 10 月 23 日，注册人已发行普通股（每股面值 $0.00025）共 191,984,139 股。

BROADSTONE NET LEASE, INC.


	页码
第一部分 - 财务信息	1
第 1 项。	财务报表	1
	简明合并资产负债表（未经审计）	1
	简明合并收益及综合收益表（未经审计）	2
	简明合并权益变动表（未经审计）	3
	简明合并现金流量表（未经审计）	5
	简明合并财务报表附注（未经审计）	6
第 2 项。	管理层对财务状况和经营成果的讨论与分析	29
	有关前瞻性陈述的警示说明	29
	Regulation FD 披露	29
	说明性附注及若干定义术语	30
	概述	30
	房地产组合信息	34
	经营成果	41
	流动性和资本资源	46
	衍生工具和套期保值活动	50
	现金流	50
	非 GAAP 指标	51
	关键会计政策和估计	55
	近期会计公告的影响	55
第 3 项。	有关市场风险的定量和定性披露	56
第 4 项。	控制和程序	56
第二部分 - 其他信息	57
第 1 项。	法律诉讼	57
第 1A 项。	风险因素	57
第 2 项。	未注册的股权证券销售及所得款项用途	57
第 3 项。	优先证券违约Upon 高级证券	57
第 4 项。	矿山安全披露	57
第 5 项。	其他信息	57
第 6 项。	附件	59

第一部分。财务信息

第 1 项。财务报表

Broadstone Net Lease, Inc. 及其子公司

简明合并资产负债表

（未经审计）

（单位：千，股份金额除外）


	2026年9月30日		2025年12月31日
资产
采用经营租赁法核算：
土地	$	827,700			$	781,117
土地改良	405,038			373,405
建筑物及改良	4,257,756			4,118,578
设备	11,810			15,281
采用经营租赁法核算的总额	5,502,304			5,288,381
减：累计折旧	(849,551)			(772,589)
采用经营租赁法核算的净额	4,652,753			4,515,792
采用直接融资租赁法核算	24,911			25,497
采用销售型租赁法核算	14,369			14,405
在建物业	484,117			265,812
租赁物业投资净额	5,176,150			4,821,506
现金及现金等价物	12,189			30,540
应计租金收入	189,975			178,880
应收租户款项及其他应收款净额	3,799			4,404
预付费用及其他资产	66,183			55,910
利率互换资产	36,026			18,248
商誉	339,769			339,769
租赁无形资产净额	248,222			268,010
资产总额	$	6,072,313			$	5,717,267

负债和权益
无担保循环信贷额度	$	555,438			$	266,036
抵押贷款，净额	40,262			56,689
无担保定期贷款，净额	1,095,298			994,219
优先无担保票据，净额	1,191,962			1,190,738
利率互换负债	—			1,501
应付账款及其他负债	74,376			60,081
应付股息	60,257			59,513
应付应计利息	21,136			13,502
无形租赁负债，净额	36,346			41,527
负债总额	3,075,075			2,683,806

承诺和或有事项（附注16）

权益
Broadstone Net Lease, Inc. 股东权益：
优先股，面值$0.001；授权发行20,000股，未发行或流通	—			—
普通股，面值$0.00025；授权发行500,000股；截至2026年9月30日和2025年12月31日，已发行并流通股数分别为191,951股和191,423股	48			48
额外实缴资本	3,507,541			3,502,380
累计分配超过留存收益	(677,162)			(620,221)
累计其他综合收益	38,400			19,788
Broadstone Net Lease, Inc. 股东权益总额	2,868,827			2,901,995
非控股权益	128,411			131,466
权益总额	2,997,238			3,033,461
负债和权益总额	$	6,072,313			$	5,717,267

随附附注是这些简明合并财务报表不可分割的一部分。

Broadstone Net Lease, Inc.及其子公司

简明合并收益及综合收益表

（未经审计）

（单位：千美元，每股金额除外）


	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
收入
租赁收入，净额	$	121,867			$	114,167		$	365,577	$	335,843

运营费用
折旧和摊销	50,785			40,246			141,413		122,318
物业及运营费用	7,341			6,198			19,339		16,688
一般及行政费用	10,777			9,974			33,023		29,216
租赁物业投资减值准备	1,474			6,999			5,019		35,067
运营费用总额	70,377			63,417			198,794		203,289

其他收入（费用）
利息收入	118			182			304		403
利息费用	(26,738)			(28,230)			(77,783)		(69,416)
房地产出售收益	3,596			3,259			23,707		4,230
所得税	(256)			(208)			(914)		(763)
其他收入（费用）	(71)			1,312			2,689		(2,620)
净利润	28,139			27,065			114,786		64,388
归属于非控股权益的净利润	(1,022)			(599)			(1,505)		(1,019)
归属于Broadstone Net Lease, Inc.的净利润	$	27,117			$	26,466		$	113,281	$	63,369

普通股加权平均流通股数
基本	190,820			188,099			190,650		188,002
稀释	201,119			197,632			200,474		197,476
归属于普通股股东的每股净收益
基本	$	0.14			$	0.14		$	0.59	$	0.33
稀释	$	0.14			$	0.14		$	0.58	$	0.33

综合收益
净利润	$	28,139			$	27,065		$	114,786	$	64,388
其他综合收益
利率互换公允价值变动	12,754			(4,981)			19,279		(35,336)
利率互换已实现损失	22			6,103			75		6,091
综合收益	40,915			28,187			134,140		35,143
归属于非控股权益的综合收益（亏损）	(1,545)			(646)			(2,301)		232
归属于Broadstone Net Lease, Inc.的综合收益	$	39,370			$	27,541		$	131,839	$	35,375

随附附注是这些简明合并财务报表不可分割的一部分。

Broadstone Net Lease, Inc.及其子公司

简明合并权益变动表

（未经审计）

（单位：千美元，每股金额除外）


	普通股		额外实缴资本		累计分配超过留存收益		累计其他综合收益	非控股权益		权益总额
2026年1月1日余额	$	48			$	3,502,380		$	(620,221)		$	19,788		$	131,466	$	3,033,461
净利润	—			—			46,365		—		27		46,392
根据股权激励计划发行619股普通股	—			1,053			—		—		—		1,053

非控股权益的出资	—			—			—		—		43		43

股票薪酬	—			2,566			—		—		—		2,566
根据股权激励计划注销271股普通股	—			(5,183)			—		—		—		(5,183)

已宣派分配（每股及每个OP Unit为$0.2925）	—			—			(57,095)		—		(2,510)		(59,605)
利率互换协议公允价值变动	—			—			—		2,483		108		2,591
利率互换协议已实现损失	—			—			—		30		1		31
非控股权益调整	—			1,649			—		(1,403)		(246)		—
截至2026年3月31日的余额	48			3,502,465			(630,951)		20,898		128,889		3,021,349
净利润	—			—			39,799		—		456		40,255
根据股权激励计划发行42股普通股	—			—			—		—		—		—


发行费用、折价及佣金	—			(251)			—		—		—		(251)
股票薪酬，扣除没收的五股限制性股票	—			2,859			—		—		—		2,859


已宣派分配（每股及每个OP Unit为$0.2925）	—			—			(57,589)		—		(2,472)		(60,061)
利率互换协议公允价值变动	—			—			—		3,771		163		3,934
利率互换协议已实现损失	—			—			—		21		1		22
非控股权益调整	—			(497)			—		430		67		—
截至2026年6月30日的余额	48			3,504,576			(648,741)		25,120		127,104		3,008,107
净利润	—			—			27,117		—		1,022		28,139
根据股权激励计划发行一股普通股	—			—			—		—		—		—

非控股权益的出资	—			—			—		—		4,013		4,013
发行费用、折价及佣金	—			(700)			—		—		—		(700)
股票薪酬	—			2,892			—		—		—		2,892

142个OP Unit转换为142股普通股	—			2,175			—		—		(2,175)		—
已宣派分配（每股及每个OP Unit为$0.2925）	—			—			(55,538)		—		(2,451)		(57,989)

利率互换协议公允价值变动	—			—			—		12,232		522		12,754
利率互换协议已实现损失	—			—			—		21		1		22
非控股权益调整	—			(1,402)			—		1,027		375		—
截至2026年9月30日的余额	$	48			$	3,507,541		$	(677,162)		$	38,400		$	128,411	$	2,997,238

随附附注是这些简明合并财务报表不可分割的组成部分。

Broadstone Net Lease, Inc.及其子公司

简明合并权益变动表——续

（未经审计）

（单位：千，股份金额除外）


	普通股		额外实缴资本		累计分配超过留存收益的部分		累计其他综合收益	非控股权益		权益总额
截至2025年1月1日的余额	$	47			$	3,450,584		$	(496,543)		$	49,657		$	137,679	$	3,141,424
净利润	—			—			16,743		—		750		17,493
根据股权激励计划发行292股普通股	—			104			—		—		—		104
发行费用、折价及佣金	—			(136)			—		—		—		(136)
股票薪酬，扣除没收的三股限制性股票	—			2,147			—		—		—		2,147
根据股权激励计划注销86股普通股	—			(1,446)			—		—		—		(1,446)
244个OP Unit转换为244股普通股	—			3,882			—		—		(3,882)		—
已宣派分配（每股及每个OP Unit为$0.290）	—			—			(56,274)		—		(2,600)		(58,874)
利率互换协议公允价值变动	—			—			—		(19,039)		(853)		(19,892)
利率互换协议已实现收益	—			—			—		(6)		—		(6)
非控股权益调整	—			906			—		(892)		(14)		—
截至2025年3月31日的余额	47			3,456,041			(536,074)		29,720		131,080		3,080,814
净利润	—			—			20,160		—		(330)		19,830
根据股权激励计划发行61股普通股	—			—			—		—		—		—
非控股权益的出资	—			—			—		—		1,173		1,173
发行费用、折价及佣金	—			(132)			—		—		—		(132)
股票薪酬，扣除没收的四股限制性股票	—			2,471			—		—		—		2,471
已宣派分配（每股及每个OP Unit为$0.290）	—			—			(55,388)		—		(2,478)		(57,866)
利率互换协议公允价值变动	—			—			—		(10,018)		(445)		(10,463)
利率互换协议已实现收益	—			—			—		(6)		—		(6)
非控股权益调整	—			1,559			—		(1,687)		128		—
2025年6月30日余额	47			3,459,939			(571,302)		18,009		129,128		3,035,821
净利润	—			—			26,466		—		599		27,065
根据股权激励计划发行一股普通股	—			—			—		—		—		—
非控股权益出资	—			—			—		—		1,581		1,581
发行费用、折扣和佣金	—			(175)			—		—		—		(175)
基于股票的薪酬，扣除没收的一股限制性股票	—			2,488			—		—		—		2,488
86个OP单位转换为86股普通股	—			1,329			—		—		(1,329)		—
宣告分配（每股及每个OP单位0.290美元）	—			—			(52,735)		—		(2,660)		(55,395)
利率互换协议公允价值变动	—			—			—		(4,770)		(211)		(4,981)
利率互换协议已实现亏损	—			—			—		5,845		258		6,103
非控股权益调整	—			(571)			—		88		485		2
2025年9月30日余额	$	47			$	3,463,010		$	(597,571)		$	19,172		$	127,851	$	3,012,509

随附附注是这些简明合并财务报表不可分割的组成部分。

Broadstone Net Lease, Inc.及其子公司

简明合并现金流量表

（未经审计）

（单位：千）


	截至9月30日的九个月
	2026		2025
经营活动
净利润	$	114,786			$	64,388
将包括非控股权益的净利润调节为经营活动提供的现金净额：
投资性房地产相关无形资产的折旧和摊销	138,367			118,865
投资性房地产减值准备	5,019			35,067
计入利息费用的债务发行成本和原始发行折扣摊销	4,897			3,923
基于股票的薪酬费用	8,701			7,106
利率互换结算	—			(6,712)
直线租金、直接融资租赁和销售型租赁调整	(13,748)			(13,465)
出售房地产收益	(23,707)			(4,230)
其他非现金项目	(10,249)			7,902
资产和负债变动：
租户及其他应收款	1,319			(291)
预付费用及其他资产	(3,069)			(2,579)
应付账款及其他负债	(8,053)			1,303
应付利息	7,634			3,652
经营活动提供的现金净额	221,897			214,929

投资活动
收购出租物业	(123,595)			(255,784)
开发中物业投资，包括2026年和2025年分别资本化的利息11,577和2,948	(359,810)			(165,517)
资本性支出和改良	(36,947)			(23,122)
处置出租物业所得款项净额	80,718			58,557
投资性房地产存款变动	983			(4,781)
投资活动使用的现金净额	(438,651)			(390,647)

融资活动
发行费用、折扣和佣金	(951)			(215)
非控股权益出资	383			1,730
无担保定期贷款和优先无担保票据所得款项	100,000			844,841
抵押贷款和无担保定期贷款本金偿还	(16,455)			(419,707)
无担保循环信贷额度借款	624,000			514,300
无担保循环信贷额度还款	(332,000)			(513,800)
向股东支付的现金分配	(167,675)			(163,852)
向非控股权益支付的现金分配	(8,195)			(7,832)
已支付的债务发行成本	(2,218)			(12,420)
融资活动提供的现金净额	196,889			243,045
现金及现金等价物和受限现金净（减少）增加额	(19,865)			67,327
期初现金及现金等价物和受限现金	33,642			15,993
期末现金及现金等价物和受限现金	$	13,777			$	83,320

现金及现金等价物和受限现金调节表
期初现金及现金等价物	$	30,540			$	14,845
期初受限现金	3,102			1,148
期初现金及现金等价物和受限现金	$	33,642			$	15,993

期末现金及现金等价物	$	12,189			$	81,966
期末受限现金	1,588			1,354
期末现金及现金等价物和受限现金	$	13,777			$	83,320

随附附注是这些简明合并财务报表不可分割的组成部分。

Broadstone Net Lease, Inc.及其子公司

简明合并财务报表附注（未经审计）

1. 业务描述

Broadstone Net Lease, Inc.（“公司”）是一家马里兰州公司，成立于2007年10月18日，并选择自截至2008年12月31日的纳税年度起按房地产投资信托（“REIT”）纳税。Broadstone Net Lease, LLC（公司的运营公司，或“OP”）是公司开展业务并拥有公司全部物业（直接或通过子公司）的实体。公司是OP的唯一管理成员。公司未持有的成员权益单位称为“OP单位”，并在简明合并财务报表中列为非控股权益。由于公司几乎所有业务均通过OP开展，因此其采用伞形合伙房地产投资信托（“UPREIT”）结构。公司的普通股在纽约证券交易所上市，股票代码为“BNL”。公司、OP及其合并子公司统称为“本公司”。

本公司是一家以工业地产为重点的多元化净租赁REIT，专注于投资创收型单租户净租赁商业物业，主要位于美国。本公司主要根据长期租赁协议出租工业和零售商业物业。截至2026年9月30日，本公司拥有多元化组合，共767处独立商业物业，其中760处位于美国44个州，7处位于加拿大4个省。

下表汇总了本公司的已发行股权及经济所有权权益：


（以千计）	2026年9月30日		2025年12月31日
普通股股数		OP单位		稀释后股份总数		普通股股数		OP单位	稀释后股份总数
所有权权益	191,951			8,154			200,105		191,423		8,296		199,719
OP持股比例	95.9	%		4.1	%		100.0	%	95.8	%	4.2	%	100.0	%

加权平均流通股数的计算详见附注14。

2. 重要会计政策摘要

中期信息

随附的简明合并财务报表是根据美国普遍接受的会计原则（“GAAP”）关于中期财务信息的规定（《会计准则汇编》（“ASC”）270，中期报告）以及证券交易委员会（“SEC”）S-X 条例第 10 条编制的。因此，公司省略了某些脚注披露，这些披露与公司截至 2025 年 12 月 31 日止年度的经审计合并财务报表中的披露大致重复；该财务报表载于公司 2025 年年度报告 Form 10-K 中，该报告于 2026 年 2 月 19 日向 SEC 提交。因此，本季度报告的读者应参阅上述经审计合并财务报表，特别是附注 2“重要会计政策概要”，以进一步了解重要会计政策和估计。公司认为，已纳入公平列报所需的所有调整（仅包括正常的经常性调整）。

会计基础

简明合并财务报表是根据 GAAP 编制的。

合并原则

简明合并财务报表包括公司的账户和经营业绩。所有公司间余额和交易均已在合并时抵销。

当公司在某实体中取得经济利益时，公司会评估该实体，以确定其是否应被视为可变利益实体（“VIE”）；如果是，还会评估公司是否为主要受益人，因而必须合并该实体。关于合并 VIE 的会计指引适用于某些实体，在这些实体中，股权投资者不具备控制性财务权益的特征，或其承担风险的权益不足以使该实体在没有其他方提供额外次级财务支持的情况下为其活动提供资金。贷款或合资协议中的某些决策权可能使我们将某实体视为 VIE。公司会审查合伙协议或其他相关合同中的合同安排，以确定该实体是否为 VIE，以及公司是否在该 VIE 中拥有可变权益。随后，公司会将其可变权益与其他可变权益持有方的权益进行比较，以确定哪一方是该 VIE 的主要受益人。主要受益人：(i) 有权主导对 VIE 经济表现影响最大的活动；且 (ii) 有义务承担可能对 VIE 具有重大影响的损失，或有权获得可能对 VIE 具有重大影响的利益。在发生某些事件时，公司会重新评估实体是否为 VIE 的初始判断，并根据当前事实和情况持续重新评估 VIE 的主要受益人认定。对于公司在未按 VIE 模式评估的实体中拥有可变权益的情况，公司会使用投票权益实体模式评估其权益。

公司全面负责 OP 的日常管理，并有权为 OP 作出决策及对其进行控制。根据合并指引，公司认定 OP 为可变利益实体（VIE），因为 OP 的成员不拥有罢免权或实质性参与权。因此，公司合并其在 OP 中的权益。但是，由于公司持有 OP 的多数表决权且满足某些其他条件，因此符合豁免提供与 VIE 投资相关的某些披露要求。合并实体中不归公司所有的部分，在所列期间的期末及期间内列示为非控制性权益。

公司有时会根据《国内税收法典》第 1031 条采用反向同类财产交换结构收购物业（“反向 1031 交换”），因此在反向 1031 交换完成前，物业由交换安排产权持有人（“EAT”）持有。EAT 被归类为 VIE，因为它们是“资本金不足”的实体。公司合并 EAT，因为公司是其主要受益人，能够控制对 EAT 经济表现影响最大的活动，并可自行决定终止反向 1031 交换结构。’EAT 的资产主要包括出租物业（出租物业净房地产投资及租赁无形资产）。

公司以取得所有权权益为对价投资于多个实体。每项投资均为 VIE，公司被视为主要受益人，因为公司：(i) 有权主导对 VIE 经济表现具有重大影响的活动；且 (ii) 有义务承担损失并有权获得 VIE 的利益。因此，公司合并这些 VIE。截至 2026 年 9 月 30 日和 2025 年 12 月 31 日，公司分别有七家和六家合并 VIE。

下表列示了合并 VIE 纳入简明合并资产负债表的部分财务数据摘要：


（千元）	2026 年 9 月 30 日		2025 年 12 月 31 日
资产
按经营法核算：
土地	$	11,178			$	7,644
土地改良	9,743			2,707
建筑物及改良	64,239			40,664
按经营法核算总额	85,160			51,015
减：累计折旧	(3,255)			(2,131)
按经营法核算的净额	81,905			48,884
开发中物业	243,739			114,094
出租物业投资净额	325,644			162,978
租赁无形资产净额	1,377			2,097
其他资产	14,369			17,825
资产总额	$	341,390			$	182,900

负债
租赁无形负债净额	$	360			$	425
其他负债	7,405			1,925
负债总额	$	7,765			$	2,350

估计的使用

按照公认会计原则编制简明合并财务报表，要求管理层作出若干估计和假设，这些估计和假设会影响简明合并财务报表日资产和负债的列报金额及或有负债的披露，以及报告期内收入和费用的列报金额。因此，实际结果可能与这些估计不同。

在建物业投资

本公司将与物业开发和再开发相关的开发、施工及改良成本资本化。这些资本化成本包括与规划、开发和施工相关的所有直接和间接成本，包括利息、房地产税、保险、直接参与各施工项目完工的员工薪酬成本，以及施工期间发生的其他成本。当项目很可能实施时，这些成本计入随附简明合并资产负债表中的在建物业，并持续至物业基本完工且可投入预定用途为止。潜在开发项目的定金计入随附简明合并资产负债表中的在建物业。当本公司认定很可能对现有物业进行再开发并停止其当前用途时，在主动再开发活动开始时，将该物业的剩余账面价值重新分类至在建物业。物业基本完工后，即投入使用并开始计提折旧；如有额外资本投资，则将其资本化并计入该物业的成本基础。

截至2026年9月30日止三个月和九个月，本公司在开发物业达到基本完工后投入的资本支出分别为2,960万美元和4,190万美元。截至2025年9月30日止九个月，本公司在开发物业达到基本完工后投入的资本支出为1,160万美元。截至2025年9月30日止三个月，本公司未在开发物业达到基本完工后投入资本支出。

下表汇总了本公司在建物业投资：


（千美元）	2026年 9月30日		2025年 12月31日
开发、施工及改良成本	$	473,221			$	261,541
资本化利息	10,896			4,271
在建物业	$	484,117			$	265,812


（千美元）	截至9月30日止三个月		截至9月30日止九个月
2026		2025		2026		2025
在建物业投资，不包括资本化成本	$	173,884			$	60,536	$	387,208	$	159,924

长期资产减值

当发生事件或情况变化表明长期资产的账面金额可能无法收回时，公司会对拟持有并使用的长期资产进行减值评估。如果发生此类事件或情况变化，则当长期资产或资产组的账面价值超过其使用及最终处置预计产生的未折现现金流量总额时，即存在减值。这些现金流量包括经趋势和前景调整后的预期未来营业收入，以及需求、竞争和其他因素的影响。减值损失按长期资产或资产组账面金额超过其公允价值的差额计量。是否以及何时确认减值，需要作出重大判断。公司对截至2026年和2025年9月30日止三个月及九个月期间的减值评估，依据的是公司当时可获得的最新信息。公司某些物业的公允价值可能低于其账面金额。不过，根据公司对这些物业各自的计划，公司认为其账面金额可以收回，因此除下文所述情况外，未确认减值费用。如果上述经营状况恶化，或公司对资产的预期持有期限发生变化，后续减值测试可能导致未来确认额外减值费用。

用于确定减值房地产资产公允价值的输入值通常属于公允价值层级中的第三级，其特点是需要作出重大判断，因为可能缺乏当前市场活动或相关活动很少，难以进行验证。用于确定输入值分类的主要指标是当前市场状况，依据已发布的商业房地产市场信息以及从经纪人和其他第三方来源获取的信息得出。公司采用普遍认可的估值技术确定减值资产的估值，包括折现现金流分析、收益资本化、近期可比销售交易分析、实际销售谈判以及收到的第三方真实购买要约。管理层在估算房地产公允价值时，可酌情采用单一或多种估值技术。

下表汇总了公司的减值费用，主要是由于公司针对各项物业的长期持有策略发生变化而产生：


（千美元）	截至9月30日止三个月		截至9月30日止九个月
2026		2025		2026		2025
物业数量	2		7		8		18
减值费用	$	1,474			$	6,999		$	5,019	$	35,067

截至2026年9月30日止三个月和九个月，公司分别确认了150万美元和500万美元的减值，这是由于公司对各项物业的长期持有策略发生变化所致。截至2026年9月30日止三个月和九个月的减值基于各项物业的实际售价和预期售价。截至2025年9月30日止三个月和九个月，公司分别确认了700万美元和3,510万美元的减值，这是由于公司对各项物业的长期持有策略发生变化所致。截至2025年9月30日止九个月的减值基于各项物业的实际售价和预期售价，主要包括两处医疗保健物业的1,460万美元减值费用。

受限制现金

受限制现金通常包括公司根据某些抵押贷款和租赁协议条款持有的托管资金，以及根据经修订的1986年《国内税收法》（“法典”）第1031条出售物业所得的未分配款项，并列于简明合并资产负债表中的预付费用及其他资产。受限制现金包括以下内容：


（千美元）	2026年9月30日		2025年12月31日
托管资金及其他	$	1,588		$	3,102

预收租金

预收租金是指在合同到期日前收到的租户租金款项，并计入简明合并资产负债表中的应付账款及其他负债。预收租金包括以下内容：


（千美元）	2026年9月30日		2025年12月31日
预收租金	$	18,367		$	18,498

分部报告

公司目前仅经营一个可报告分部，包括净租赁物业的收购、出租和持有。公司的首席经营决策者（“CODM”）为公司高级领导团队，包括首席执行官、总裁兼首席运营官、首席财务官兼财务主管以及公司高级副总裁。CODM根据简明合并收益及综合收益表中列报的合并收入、费用和净收益，在合并层面评估、衡量和审查整个投资组合的经营及财务业绩。公司不会按地理位置、规模或物业类型评估经营业绩。

公允价值计量

经常性公允价值计量

按经常性基础以公允价值计量的金融工具余额如下（见附注9）：


（千美元）	2026年9月30日
总计		第1级	第2级		第3级
利率互换，资产	$	36,026		$	—	$	36,026	$	—


（千美元）	2025年12月31日
总计		第1级	第2级		第3级
利率互换，资产	$	18,248		$	—		$	18,248	$	—
利率互换，负债	(1,501)		—			(1,501)		—

长期债务 – 公司债务的公允价值估算采用了第 1、2 和 3 级输入，依据包括公司高级无担保公开票据近期的二级市场交易、近期可比融资交易、可比信用质量贷款近期的市场风险溢价、担保隔夜融资利率（“SOFR”）、加拿大隔夜回购利率平均值（“CORRA”）、美国国债利率，以及此类债务预计未来现金付款的折现值。估算的贴现率反映了公司对类似期限贷款或贷款组合当前大致贷款利率的判断，并假设债务持续至到期。公司利用可获得的市场信息或现值技术估算需披露的金额。由于这些金额是基于有限的可比交易市场信息作出的估算，且未考虑特定贷款可能存在的转让限制或其他偿还限制，因此通过立即清偿债务实现此类债务估算公允价值的可能性较低。

下表汇总了简明合并资产负债表中列报的账面金额，以及公司对无担保循环信贷额度、抵押贷款、无担保定期贷款和高级无担保票据的公允价值估算，其中包括利率互换的公允价值：


（千美元）	2026年9月30日		2025年12月31日
账面金额	$	2,895,700			$	2,522,753
公允价值	2,948,958			2,564,437

非经常性公允价值计量

截至2026年9月30日和2025年12月31日，公司的非经常性公允价值计量包括减值房地产资产的公允价值，该价值采用第 2 级和第 3 级输入确定。

使用权资产和租赁负债

与经营租赁和融资租赁相关的使用权资产和租赁负债列入随附的简明合并资产负债表，具体如下：


（千美元）	财务报表列报项目	2026年9月30日		2025年12月31日
经营租赁：
使用权资产	预付费用及其他资产	$	9,058			$	9,578
租赁负债	应付账款及其他负债	9,098			9,580
融资租赁：
使用权资产	预付费用及其他资产	2,187			2,221
租赁负债	应付账款及其他负债	2,772			2,729

经营租赁和融资租赁项下的义务请参阅附注16。

近期发布的会计准则

2024年11月，财务会计准则委员会（“FASB”）发布了会计准则更新（“ASU”）2024-03，利润表——综合收益报告——费用细分披露（子主题 220-40）（“ASU 2024-03”）。ASU 2024-03 要求公共实体在年度和中期财务报表附注中披露有关特定费用类别的更多信息。修订内容适用于2026年12月15日之后开始的年度期间，以及2027年12月15日之后开始的中期期间，并允许提前采用。本公司可选择对本 ASU 生效日之后报告期间发布的财务报表前瞻性地应用这些修订，或追溯应用于财务报表中列报的任何或所有以前期间。虽然本次更新将使披露内容更加完善，但本公司预计不会对本公司的财务报表产生重大影响。

2025年11月，FASB 发布了 ASU 2025-09，衍生工具与套期保值（主题 815）：套期会计改进（“ASU 2025-09”）。ASU 2025-09 旨在通过提高对预测交易的高度有效经济套期实现并维持套期会计的能力，使套期会计更好地与实体的风险管理策略保持一致。ASU 2025-09 适用于2026年12月15日之后开始的年度期间，包括这些财政年度内的中期期间。本公司目前正在评估该指引的潜在影响，包括可能需要的任何额外披露。

2025年12月，FASB 发布了 ASU 2025‑11，中期报告（主题 270）：有限范围改进（“ASU 2025‑11”）。ASU 2025‑11 澄清了 ASC 270 中中期报告指引的适用范围，明确了中期财务报表及相关披露的形式和内容，新增一项披露原则，要求实体披露自最近一个年度报告期末以来发生且产生重大影响的事项，并改进所要求中期披露的组织结构和可查阅性。这些修订并非旨在改变中期报告的基本性质，也不旨在显著扩大或缩减现有中期披露要求。ASU 2025‑11 适用于2027年12月15日之后开始的年度报告期间内的中期报告期间，并允许提前采用。本公司目前正在评估该指引的潜在影响，包括可能需要的额外披露。

3. 资产收购

本公司在截至2026年9月 30日的九个月内完成了以下收购：


（单位：千，物业数量除外）	物业类型	物业数量	房地产收购价格
日期
2026年1月30日	工业	—		$	20,100		(a)
2026年2月18日	零售	1	2,018		(b)
2026年2月24日	工业	1	17,538		(b)
2026年3月19日	工业	1	61,195
2026年4月29日	工业	1	6,990		(b)
2026年6月5日	工业	1	18,382		(b)
2026年7月9日	工业	1	65,000		(c)
2026年8月24日	零售	2	3,071		(b)
2026年9月24日	工业	1	63,800
		9	$	258,094		(d)

(a)取得一项土地购买选择权，该土地将用于开发工业地产。2026年7月，公司就该项目签订了一份最高金额为$28.8 million的公司担保（见附注16）。

(b)购入土地，用于与建造后出租开发项目相关的开发。

(c)由合并VIE购入土地，用于与建造后出租开发项目相关的开发（见附注2）。

(d)收购价格不包括$8.4 million的资本化收购和开发成本。

截至2025年9月30日的九个月内，公司完成了以下收购：


（单位：千，物业数量除外）	物业类型	物业数量	房地产收购价格
日期
2025年1月28日	零售	1	$	9,871
2025年2月13日	零售	1	495		(e)
2025年3月11日	工业	1	41,088
2025年3月28日	零售	4	8,045
2025年4月24日	工业	1	8,500		(e)
2025年5月16日	工业	1	54,722
2025年6月4日	工业	1	3,400		(f)
2025年6月5日	零售	1	1,100		(e)
2025年6月12日	工业	1	13,700		(e)
2025年6月13日	工业	1	20,334		(g)
2025年7月1日	零售	1	13,069
2025年7月2日	零售	1	8,265
2025年8月1日	工业	1	18,272		(g)
2025年8月6日	工业	1	53,803
2025年9月30日	工业	1	64,325









		18		$	318,989	(h)

(e)购入土地，用于与建造后出租开发项目相关的开发。

(f)购入土地，用于与建造后出租开发项目相关的开发。公司将这些资产出资，以换取合并VIE中的优先股权（见附注2）。

(g)由合并VIE购入土地，用于与建造后出租开发项目相关的开发（见附注2）。

(h)收购价格不包括$9.5 million的资本化收购和开发成本。

公司将这些物业的购买价格分摊至所购资产和所承担负债的公允价值。下表汇总了已完成房地产收购的购买价格分摊情况：


（单位：千）	截至9月30日的九个月，
2026		2025
土地	$	53,424		$	18,917
土地改良	5,365		7,951
建筑物及改良	60,732		206,788
开发中物业	138,537		68,972
收购的原址租赁 (i)	8,439		21,140
收购的高于市价租赁 (j)	—		1,947
收购的低于市价租赁 (k)	—		(424)
使用权资产	—		2,262
租赁负债	—		(2,681)
预付费用及其他资产	—		3,606
	$	266,497		$	328,478

(i)截至2026年和2025年9月30日的九个月内完成的收购，所购原址租赁的加权平均摊销期分别为14年和12年。

(j)截至2026年9月30日的九个月内，没有收购高于市场水平的租赁。对于截至2025年9月30日的九个月内完成的收购，所收购高于市场水平租赁的加权平均摊销期限为15年。

(k)截至2026年9月30日的九个月内，没有收购低于市场水平的租赁。对于截至2025年9月30日的九个月内完成的收购，所收购低于市场水平租赁的加权平均摊销期限为10年。

上述收购通过结合使用可用现金和无担保循环信贷额度借款提供资金。截至2026年和2025年9月30日的九个月内完成的所有房地产收购均符合资产收购的条件，因此收购成本予以资本化。

4. 房地产出售

公司完成了以下房地产出售，均不符合终止经营业务的条件：


（千美元，房产数量除外）	截至三个月 9月30日		截至九个月 9月30日
2026		2025		2026		2025
处置房产数量	3		12		13		23
总售价	$	12,529			$	38,723		$	86,662	$	59,694
账面价值总额	(8,814)			(35,311)			(60,868)		(55,222)
额外销售费用	(119)			(153)			(2,087)		(242)
房地产出售收益	$	3,596			$	3,259		$	23,707	$	4,230

5. 租赁物业投资及租赁安排

公司通常将其租赁物业投资出租给工业和零售物业类型中信誉良好的租户。截至2026年9月30日，公司拥有767处房地产，其中746处根据被分类为经营租赁的租约出租，9处被分类为直接融资租赁，1处被分类为销售型租赁，10处正在开发，另有1处空置。在被分类为直接融资租赁的9份租约中，有3份包含土地部分，该部分按经营租赁核算（见附注2中的收入确认）。大多数租约的初始期限为10 至20年。公司的租约通常规定，租金会因固定涨幅、消费者价格指数（“CPI”）变动或租户销售额增长而有限上调。通常，租户还须支付所有房地产税和评估费，基本维护建筑物内部和外部，并维持房地产及责任保险。租约通常还规定一项或多项多年续租选择权，由租户决定是否行使，续租一般适用与初始租约相同的条款和条件。

租赁物业投资——经营租赁

租赁物业投资的折旧费用如下：


	截至三个月 9月30日		截至九个月 9月30日
（千美元）	2026		2025	2026		2025
折旧	$	42,682		$	31,933		$	115,988	$	95,052

截至2026年9月30日的三个月和九个月，折旧费用分别包括850万美元和1,500万美元，这是由于两个正在重新开发的物业的建筑物及改良设施使用年限发生变化而产生的加速折旧。截至2025年9月30日的三个月和九个月均未发生加速折旧。

截至2026年9月30日，与租户签订的不可取消经营租赁项下预计将收到的租赁付款如下：


（千美元）
2026年剩余时间	$	116,720
2027	441,965
2028	440,778
2029	431,626
2030	407,001
此后	3,128,079
	$	4,966,169

由于租赁续约期由租户选择是否行使，上述金额仅包括初始租赁期限内到期的未来租赁付款。这些金额不包括基于 CPI 变化的潜在可变租金增长，也不包括根据租户总销售额百分比计算、可能根据租赁协议收到的未来可变租金。此外，我们的某些租赁协议允许租户支付终止罚金后终止租赁，或规定租赁终止须以未来事件发生为条件。上表中的未来租赁付款未针对这些终止权进行调整。

租赁物业投资——直接融资租赁

本公司的直接融资租赁净投资构成如下：


（千美元）	2026年9月30日		2025年12月31日
预计将收到的未折现租赁付款	$	26,182			$	28,699
预计未担保剩余价值	14,547			14,547
未赚取收入	(15,746)			(17,663)
信用损失准备金	(72)			(86)
直接融资租赁净投资	$	24,911			$	25,497

截至2026年9月30日，与租户签订的不可取消直接融资租赁项下预计将收到的未折现租赁付款如下：


（千美元）
2026年剩余时间	$	840
2027	3,426
2028	3,496
2029	3,561
2030	3,682
此后	11,177
	$	26,182

上述租金收入不包括续约期的未来租赁付款、潜在的可变 CPI 租金增长，或未来期间可能到期的可变百分比租金付款。

租赁物业投资——销售型租赁

截至2026年9月30日和2025年12月31日，本公司一项销售型租赁的净投资为1,440万美元。该租赁在剩余租赁期限内预计将收到1,550万美元的未折现租赁付款，租赁期限于2027年4月届满。

租赁收入净额

下表汇总了简明合并损益及综合收益表中列报的租赁收入净额：


（千美元）	截至9月30日的三个月		截至9月30日的九个月
2026		2025		2026		2025
经营租赁已开票的合同租金金额	$	110,191			$	102,270		$	327,183	$	302,598
按直线法确认经营租赁账单金额的调整	5,672			5,134			17,322		16,952
应计租金收入净核销额	(2,881)			(755)			(2,881)		(2,983)
已赚取的可变租金金额	716			732			2,290		2,130
直接融资租赁赚取的收入	657			675			1,986		2,036
销售型租赁利息收入	473			326			1,420		354
向租户收取的经营费用	6,435			5,752			17,146		15,491
房地产交易的其他收入	722			43			759		183
已开票但无法收回的租赁金额所确认收入的调整，净额	(118)			(10)			352		(917)
租赁收入总额，净额	$	121,867			$	114,167		$	365,577	$	335,844

6. 无形资产和负债及租赁费用

以下为无形资产和负债、租赁费用及相关累计摊销的汇总：


（单位：千美元）	2026年9月30日		2025年12月31日
租赁无形资产：
收购的高于市场租赁	$	40,134			$	41,082
减：累计摊销	(21,479)			(20,574)
收购的高于市场租赁，净额	18,655			20,508
收购的原址租赁	418,512			423,920
减：累计摊销	(188,945)			(176,418)
收购的原址租赁，净额	229,567			247,502
租赁无形资产总额，净额	$	248,222			$	268,010
收购的低于市场租赁	$	90,240			$	91,670
减：累计摊销	(53,894)			(50,143)
租赁无形负债，净额	$	36,346			$	41,527
租赁费用	$	31,563			$	22,643
减：累计摊销	(9,123)			(7,760)
租赁费用，净额	$	22,440			$	14,883

租赁无形资产和负债及租赁费用的摊销情况如下：


（单位：千美元）	财务报表列报		截至9月30日的三个月		截至9月30日的九个月
无形资产		2026		2025		2026		2025
收购的原址租赁和租赁费用	折旧和摊销		$	8,010			$	8,220		$	25,145	$	26,984
高于市场和低于市场租赁	租赁收入，净额		1,015			1,199			3,049		3,456

截至2026年9月30日的九个月，无形资产和负债的摊销包括因提前终止租赁而产生的$1.0 million加速摊销。截至2025年9月30日的三个月和九个月，无形资产和负债的摊销分别包括因提前终止租赁而产生的$0.3 million和$5.3 million加速摊销。

截至2026年9月30日，无形资产和负债及租赁费用的预计未来摊销如下：


（单位：千美元）
2026年剩余时间	$	7,096
2027	27,055
2028	24,704
2029	23,105
2030	20,961
此后	131,395
	$	234,316

7. 无担保信贷协议和无担保票据

下表汇总了公司的无担保信贷协议和无担保票据：


	未偿余额
（单位：千美元，利率除外）	2026年9月30日		2025年12月31日		利率		到期日
Unsecured revolving credit facility	$	555,438			$	266,036		applicable reference rate + 0.80% (a)		Mar. 2029	(d)
Unsecured term loans:
2027 Unsecured Term Loan	200,000			200,000			daily simple SOFR + 0.90% (b)	Aug. 2027
2028 Unsecured Term Loan	500,000			500,000			one-month SOFR + 0.90% (c)	Mar. 2028	(e)
2029 Unsecured Term Loan	300,000			300,000			daily simple SOFR + 0.90% (b)	Feb. 2029	(f)
2030 Unsecured Term Loan	100,000			—			one-month SOFR + 0.90% (c)	Jan. 2030	(g)
Total unsecured term loans	1,100,000			1,000,000
Unamortized debt issuance costs, net	(4,702)			(5,781)
Total unsecured term loans, net	1,095,298			994,219
Senior unsecured notes:
2027 Senior Unsecured Notes - Series A	150,000			150,000			4.84%	Apr. 2027
2028 Senior Unsecured Notes - Series B	225,000			225,000			5.09%	Jul. 2028
2030 Senior Unsecured Notes - Series C	100,000			100,000			5.19%	Jul. 2030
2031 Senior Unsecured Public Notes	375,000			375,000			2.60%	Sep. 2031
2032 Senior Unsecured Public Notes	350,000			350,000			5.00%	Nov. 2032
Total senior unsecured notes	1,200,000			1,200,000
Unamortized debt issuance costs and original issuance discounts, net	(8,038)			(9,262)
Total senior unsecured notes, net	1,191,962			1,190,738
Total unsecured debt, net	$	2,842,698			$	2,450,993

(a)At September 30, 2026 and December 31, 2025, a balance of $485.0 million and $193.0 million, respectively, was subject to daily simple SOFR. The remaining balance of $100.0 million Canadian Dollars (“CAD”) borrowings remeasured to $70.4 million United States Dollars (“USD”) and $73.0 million USD, at September 30, 2026 and December 31, 2025, respectively, and was subject to daily simple CORRA of 2.31% and 2.30% at September 30, 2026 and December 31, 2025, respectively. At September 30, 2026, we had $428.8 million of available capacity under our unsecured revolving credit facility, inclusive of $15.7 million of standby letter of credits outstanding, as noted below.

(b)At September 30, 2026 and December 31, 2025, overnight SOFR was 3.90% and 3.87%, respectively.

(c)At September 30, 2026 and December 31, 2025, one-month SOFR was 3.91% and 3.69%, respectively.

(d)The unsecured revolving credit facility contains two six-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.0625% of the revolving commitments.

(e)The 2028 Unsecured Term Loan contains two twelve-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.125% of the aggregate principal amount of the loans outstanding under the 2028 term loan facility.

(f)The 2029 Unsecured Term Loan contains two twelve-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.10% of the aggregate principal amount of the loans outstanding under the 2029 term loan facility.

(g)The 2030 Unsecured Term Loan contains two twelve-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.125% of the aggregate principal amount of the loans outstanding under the 2030 term loan facility.

At September 30, 2026, the weighted average interest rate on all outstanding borrowings was 4.52% exclusive of interest rate swap agreements, and 4.19% inclusive of interest rate swap agreements.

The Company is subject to various financial and operational covenants and financial reporting requirements pursuant to its unsecured credit agreements. These covenants require the Company to maintain certain financial ratios. As of September 30, 2026, and for all periods presented, the Company believes it was in compliance with all of its loan covenants. Failure to comply with the covenants would result in a default which, if the Company were unable to cure or obtain a waiver from the lenders, could accelerate the repayment of the obligations. Further, in the event of default, the Company may be restricted from paying dividends to its stockholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material effect on the Company.

On July 28, 2026, the Company amended the unsecured revolving credit agreement, which also governs the 2028 Unsecured Term Loan, to provide a new $300.0 million senior unsecured delayed draw term loan maturing on January 30, 2030 (the “2030 Unsecured Term Loan”). The 2030 Unsecured Term Loan is available to be drawn during the twelve month period following the effective date of the amendment. In September 2026, the Company drew $100.0 million, and $200.0 million remained available to be drawn at September 30, 2026. Borrowings are subject to interest only payments at variable rates equal to one-month SOFR plus a margin based on the Company's credit rating, ranging between 0.750% and

1.550% per annum. Based on the Company’s current credit rating, the applicable margin was 0.900% as of September 30, 2026. The Company expects to use proceeds from the 2030 Unsecured Term Loan for investment activity and general corporate purposes. The amendment also reduced the applicable SOFR-based margin on the 2028 Unsecured Term Loan to 0.900% from 0.950%, and on borrowings under the unsecured revolving credit facility to 0.800% from 0.850%, based on the Company’s current credit rating. The Company may issue letters of credit up to $50.0 million under the unsecured revolving credit facility (increased from $20.0 million by the July 28, 2026 amendment). At September 30, 2026, the Company had $15.7 million of standby letters of credit outstanding, which reduce the borrowing capacity under the facility. The letters of credit primarily support the Company's build-to-suit transactions. No draws were outstanding on the standby letters of credit as of September 30, 2026.

On July 28, 2026, the Company also amended the term loan credit agreement governing the 2027 Unsecured Term Loan and the 2029 Unsecured Term Loan to reduce the applicable SOFR-based margin to 0.900% from 0.950% based on the Company’s current credit rating. All remaining terms of the term loan credit agreement remained the same.

For each separate debt instrument, on a lender by lender basis, in accordance with ASC 470-50, Debt Modifications and Extinguishment, the Company performed an assessment of whether the transaction was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt. Debt issuance costs are either deferred and amortized over the term of the associated debt or expensed as incurred. The 2030 Unsecured Term Loan was deemed to be new debt. The 2026 amendments to the unsecured revolving credit agreement and term loan credit agreement were deemed to be modifications of existing debt.

During the three and nine months ended September 30, 2026, the Company incurred debt issuance costs of $2.2 million, associated with the 2030 Unsecured Term Loan. These costs were initially recorded in Prepaid expenses and other assets and are not amortized until the related borrowings are drawn. Upon the $100.0 million draw, $0.7 million of these costs, proportionate to the amount drawn, were reclassified as a reduction of the carrying amount of the debt and is being amortized over the term of the 2030 Unsecured Term Loan. The remaining $1.5 million is included in Prepaid expenses and other assets and will be reclassified as the remaining commitments are drawn.

During the three and nine months ended September 30, 2025, the Company incurred debt issuance costs of $6.3 million and $18.6 million, respectively, associated with the unsecured credit agreement and 2032 Senior Unsecured Public Notes. With respect to the 2025 amendments to the unsecured credit agreement, the transactions were deemed to be modifications of debt, and therefore the associated debt issuance costs were deferred and are being amortized over the terms of the associated debt. With respect to the 2032 Senior Unsecured Public Notes, the transaction was determined to be new debt and the associated debt issuance costs were deferred and are being amortized over the term of the associated debt.

Debt issuance costs and original issuance discounts are amortized as a component of Interest expense in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. The following table summarizes debt issuance cost and original issuance discount amortization:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
(in thousands)	2026		2025	2026		2025
Debt issuance costs and original issuance discount amortization	$	1,629		$	1,358		$	4,897	$	3,923

8. Mortgages

The Company’s mortgages consist of the following:


(in thousands, except interest rates)	Origination Date	Maturity Date	Interest Rate	September 30, 2026		December 31, 2025
Lender
Wilmington Trust National Association	Apr. 2019	Feb. 2028	4.92%	$	40,262			$	41,393	(a) (b) (c) (d)
PNC Bank	Oct. 2016	Nov. 2026	3.62%	—			15,324		(b) (c) (e)
Total mortgages				40,262			56,717
Debt issuance costs, net				—			(28)
Mortgages, net				$	40,262			$	56,689

(a)Non-recourse debt includes the indemnification/guaranty of the Company pertaining to fraud, environmental claims, insolvency, and other matters.

(b)Debt secured by related rental property and lease rents.

(c)Debt secured by guaranty of the OP.

(d)Mortgage was assumed as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption.

(e)Mortgage was paid in full in June 2026.

At September 30, 2026, investment in rental property with a net book value of $55.2 million was pledged as collateral against the Company’s mortgage.

Estimated future principal payments to be made under the above mortgages and the Company’s unsecured credit agreements (see Note 7) at September 30, 2026 are as follows:


(in thousands)
Remainder of 2026	$	388
2027	351,596
2028	763,278
2029	855,438
2030	200,000
Thereafter	725,000
	$	2,895,700

The Company’s mortgage provides for prepayment fees and can be terminated under certain events of default as defined under the related agreement. These prepayment fees are not reflected as part of the table above.

9. Interest Rate Swaps

The following is a summary of the Company’s outstanding interest rate swap agreements:


(in thousands, except interest rates)			September 30, 2026	December 31, 2025
Counterparty	Maturity Date	Fixed Rate	Variable Rate Index	Notional Amount		Fair Value		Notional Amount		Fair Value
Bank of Montreal	December 2026	2.33%	daily compounded SOFR	$	10,000			$	43		$	10,000	$	116
Bank of Montreal	December 2026	1.99%	daily compounded SOFR	25,000			129			25,000		373
Toronto-Dominion Bank	March 2027	2.46%	daily compounded CORRA	14,088		(a)	26			14,607	(a)	32
Wells Fargo Bank, N.A.	April 2027	2.72%	daily compounded SOFR	25,000			198			25,000		224
Bank of Montreal	December 2027	2.37%	daily compounded SOFR	25,000			687			25,000		494
Capital One, National Association	December 2027	2.37%	daily compounded SOFR	25,000			686			25,000		493
Wells Fargo Bank, N.A.	January 2028	2.37%	daily compounded SOFR	75,000			2,086			75,000		1,485
Bank of Montreal	May 2029	2.09%	daily compounded SOFR	25,000			1,696			25,000		1,084
Regions Bank	May 2029	2.11%	daily compounded SOFR	25,000			1,681			25,000		1,067
Regions Bank	June 2029	2.03%	daily compounded SOFR	25,000			1,740			25,000		1,136
U.S. Bank National Association	June 2029	2.03%	daily compounded SOFR	25,000			1,741			25,000		1,135
Regions Bank	August 2029	2.58%	one-month SOFR	100,000			5,583			100,000		2,501
Toronto-Dominion Bank	August 2029	2.58%	one-month SOFR	45,000			2,531			45,000		1,145
U.S. Bank National Association	August 2029	2.65%	one-month SOFR	15,000			815			15,000		345
U.S. Bank National Association	August 2029	2.58%	one-month SOFR	100,000			5,597			100,000		2,508
U.S. Bank National Association	August 2029	1.35%	daily compounded SOFR	25,000			2,328			25,000		1,793
Toronto-Dominion Bank	December 2030	3.66%	daily simple SOFR	70,000			2,702			70,000		(835)
Regions Bank	December 2030	3.66%	daily simple SOFR	55,000			2,108			55,000		(666)
Regions Bank	March 2032	2.69%	daily compounded CORRA	14,088		(a)	795			14,607	(a)	394
U.S. Bank National Association	March 2032	2.70%	daily compounded CORRA	14,088		(a)	794			14,607	(a)	391
Bank of Montreal	March 2034	2.81%	daily compounded CORRA	28,174		(b)	2,060			29,214	(b)	1,073
Bank of Montreal	January 2026	1.92%	daily compounded SOFR	—			—			25,000		1
Bank of Montreal	January 2026	2.05%	daily compounded SOFR	—			—			40,000		2
Capital One, National Association	January 2026	2.08%	daily compounded SOFR	—			—			35,000		2
Truist Financial Corporation	January 2026	1.93%	daily compounded SOFR	—			—			25,000		1
Capital One, National Association	April 2026	2.68%	daily compounded SOFR	—			—			15,000		43
Capital One, National Association	July 2026	1.32%	daily compounded SOFR	—			—			35,000		410
Total Swaps				$	765,438			$	36,026		$	943,035	$	16,747

(a)The contractual notional amount is $20.0 million CAD.

(b)The contractual notional amount is $40.0 million CAD.

At September 30, 2026, the weighted average interest rate on all outstanding borrowings was 4.19%, inclusive of a weighted average fixed rate on effective interest rate swaps of 2.61%.

In connection with the issuance of the 2032 Senior Unsecured Public Notes in September 2025 and repayment of outstanding borrowings of variable rate debt indexed to the daily simple SOFR rate, the Company terminated interest rate swap agreements with an aggregate termination value of $6.7 million. The Company determined it is not probable the hedged forecasted transactions will occur during the original periods, and therefore the $6.1 million of accumulated losses held in other comprehensive income (loss) were reclassified to interest expense during the three and nine months ended September 30, 2025. Additionally, in September 2025, the Company entered into interest rate swap agreements indexed to the 7-year U.S. Treasury for an aggregate notional amount of $300.0 million in connection with the issuance of the 2032 Senior Unsecured Public Notes. These interest rate swaps were terminated upon issuance of the 2032 Senior Unsecured Public Notes. The Company determined it is probable the hedged forecasted transaction will occur during the original

periods, and therefore $0.6 million of accumulated losses held in other comprehensive income (loss) are being amortized over the original term of the swap agreement, which ends in August 2032.

The total amounts recognized, and the location in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income, from converting from variable rates to fixed rates under these agreements were as follows:


	Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income		Reclassification from Accumulated Other Comprehensive Income		Total Interest Expense Presented in the Condensed Consolidated Statements of Income and Comprehensive Income
(in thousands)		Location		Amount of Gain (Loss)
For the Three Months Ended September 30,
2026	$	12,754			Interest expense		$	1,939		$	26,738
2025	(4,981)			Interest expense		(1,419)			28,230


	Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income		Reclassification from Accumulated Other Comprehensive Income		Total Interest Expense Presented in the Condensed Consolidated Statements of Income and Comprehensive Income
(in thousands)		Location		Amount of Gain
For the Nine Months Ended September 30,
2026	$	19,279			Interest expense		$	6,166		$	77,783
2025	(35,336)			Interest expense		8,051			69,416

Amounts related to the interest rate swaps expected to be reclassified out of Accumulated other comprehensive income to Interest expense during the next twelve months are estimated to be a gain of $12.1 million.

10. Non-Controlling Interests

The Company has eight entities with non-controlling interests that are consolidated: the “OP” and interests in seven consolidated VIEs not wholly-owned by the Company (See Principles of Consolidation within Note 2).

The following table summarizes OP Units exchanged for shares of common stock:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
(in thousands)	2026		2025	2026		2025
OP Units exchanged for shares of common stock	142		86	142		330
Value of units exchanged	$	2,175		$	1,329		$	2,175	$	5,211

11. Credit Risk Concentrations

The Company maintained bank balances that, at times, exceeded the federally insured limit during the nine months ended September 30, 2026. The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts based on the financial position and capitalization of the applicable banks.

For the nine months ended September 30, 2026 and 2025, the Company had no individual tenants or common franchises that accounted for more than 10% of Lease revenues, net, excluding lease termination fees.

12. Equity

Forward Equity Offering

In August 2026, the Company completed a public offering to sell 11,000,000 shares of common stock at a price of $20.50 per share, subject to certain adjustments, in connection with forward sale agreements. The underwriters exercised in full their option to purchase an additional 1,650,000 shares, for an aggregate of 12,650,000 shares. The Company expects to settle the forward sale agreements by the September 2027 maturity date. As of September 30, 2026, the Company anticipates the forward sale agreements will provide net proceeds of approximately $247.7 million. The Company has not settled any part of the forward sale agreements as of September 30, 2026.

At-the-Market Program

The Company has entered into an at-the-market common equity offering program (the “ATM Program”) through which it may, from time to time, publicly offer and sell shares of common stock. The Company’s ATM Program also provides for forward sale agreements, enabling the Company to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds.

The following table presents information about the Company’s ATM Programs that were in place during 2026 and 2025:


(in thousands)	Program Size		Total Shares Sold	Total Shares Settled	Total Shares Unsettled as of September 30, 2026		Total Net Proceeds Anticipated or Received from Shares Sold
Program
2024	$	400,000		10,531	(a)	2,188		8,343	(b)	$	200,041

(a)After considering the shares of common stock sold subject to forward sale agreements, the Company has $200.0 million of capacity remaining under the ATM Program at September 30, 2026.

(b)The Company has the option to settle all outstanding shares of common stock from forward sale agreements at any time before contracted settlement dates that are commonly structured as approximately twelve-months from each respective sale date for net proceeds of approximately $161.6 million.

The following table presents activity under the Company’s ATM Programs:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
(in thousands, except per share amounts)	2026		2025		2026		2025
Shares of common stock sold	1,814			—			7,722	—
Weighted average gross sales price	$	21.43			$	—		$	20.13	$	—
Shares of common stock settled	—			—			—		—
Net proceeds received	$	—			$	—		$	—	$	—

Inclusive of the forward equity offering, the total outstanding net proceeds from forward sale agreements, if settled as of September 30, 2026, are approximately $409.3 million.

Stock Repurchase Program

The Company has a stock repurchase program (the “Repurchase Program”), which authorizes the Company to repurchase up to $150.0 million of the Company’s common stock. On February 13, 2026, the Company’s Board of Directors re-authorized the Repurchase Program for a twelve-month period ending on March 14, 2027. The Repurchase Program may be extended, suspended, or discontinued at any time. Under the Repurchase Program, repurchases of the Company’s stock can be made in the open market or through private transactions from time to time over the twelve-month period, depending on prevailing market conditions and compliance with applicable legal and regulatory requirements. The timing, manner, price, and amount of any repurchases of common stock under the Repurchase Program will be determined at the Company’s discretion, using available cash resources. During the nine months ended September 30, 2026 and 2025, no shares of the Company’s common stock were repurchased under the Repurchase Program.

13. Stock-Based Compensation

Restricted Stock Awards

During the three and nine months ended September 30, 2026, the Company awarded 592 and 301,041 shares of restricted stock awards (“RSAs”), respectively, to officers, employees, and non-employee directors under the Company’s equity incentive plan. During the three and nine months ended September 30, 2025, the Company awarded 1,180 and 317,156 shares of RSAs, respectively, to officers, employees, and non-employee directors under the Company’s equity incentive plan. The holder of RSAs is generally entitled at all times on and after the date of issuance of the restricted common shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The RSAs vest over a one-, three-, four-, or five-year period from the date of the grant and are subject to the holder’s continued service through the applicable vesting dates and in accordance with the terms of the individual award agreements. The weighted average value of awards granted per share during the three and nine months ended September 30, 2026, were $22.40 and $19.37, respectively, which were based on the market price per share of the Company’s common stock on the grant dates. The weighted average value of awards granted per share during the three and nine months ended September 30, 2025, were $16.24 and $16.75, respectively.

The following table presents information about the Company’s RSAs:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
(in thousands)	2026		2025		2026		2025
Compensation cost	$	1,644			$	1,466		$	4,766	$	4,268
Dividends declared on unvested RSAs	322			311			969		934
Fair value of shares vested during the period	—			—			5,175		3,779

As of September 30, 2026, there was $11.6 million of unrecognized compensation cost related to the unvested restricted shares, which is expected to be recognized over a weighted average period of 2.5 years.

The following table presents information about the Company’s restricted stock activity:


	For the Three Months Ended September 30,
	2026	2025
(in thousands, except per share amounts)	Number of Shares	Weighted Average Grant Date Fair Value per Share		Number of Shares		Weighted Average Grant Date Fair Value per Share
Unvested at beginning of period	1,099	$	16.44			1,071		$	15.69
Granted	1	22.40			1		16.24
Vested	—	—			—		—
Forfeited	—	—			(1)		16.85
Unvested at end of period	1,100	$	16.45			1,071		$	15.69


	For the Nine Months Ended September 30,
	2026	2025
(in thousands, except per share amounts)	Number of Shares	Weighted Average Grant Date Fair Value per Share		Number of Shares		Weighted Average Grant Date Fair Value per Share
Unvested at beginning of period	1,070	$	15.69			989		$	15.51
Granted	301	19.37			317		16.75
Vested	(266)	16.70			(227)		16.36
Forfeited	(5)	16.62			(8)		16.60
Unvested at end of period	1,100	$	16.45			1,071		$	15.69

Performance-based Restricted Stock Units

During the nine months ended September 30, 2026 and 2025, the Company issued target grants of 260,729 and 246,967 of performance-based restricted stock units (“PRSUs”), respectively, under the Company’s equity incentive plan to the executive officers of the Company. The awards are non-vested restricted stock units where the vesting percentages and the ultimate number of units vesting will be measured 50% based on the relative total shareholder return (“rTSR”) of the

Company’s common stock as compared to the rTSR of peer companies, as identified in the grant agreements, over a three-year period, and 50% based on the rTSR of the Company’s common stock as compared to the rTSR of the MSCI US REIT Index over a three-year measurement period. Vesting percentages range from 0% to 200% with a target of 100%. rTSR means the percentage appreciation in the fair market value of one share over the three-year measurement period beginning on the date of grant, assuming the reinvestment of dividends on the ex-dividend date. The target number of units is based on achieving a rTSR equal to the 55th percentile of the peer companies and MSCI US REIT Index. For PRSUs issued during the nine months ended September 30, 2026 and 2025 that achieve a percentile rank of at least the 55th percentile, and the absolute rTSR of the Company is negative for the performance period, the awards will be reduced by 25%, not to result in a reduction less than target. Recipients of PRSU awards issued during the nine months ended September 30, 2026 are eligible to receive additional PRSUs equal to additional 25% of their respective target awards if the absolute rTSR reaches 24%, and an additional 50% vesting if the rTSR reaches 36%, with linear interpolation if the rTSR is between 24% and 36%. Dividends accrue during the measurement period and will be paid on the PRSUs ultimately earned at the end of the measurement period in either cash or common stock, at the discretion of the Compensation Committee of the Board of Directors. The grant date fair value of the PRSUs was measured using a Monte Carlo simulation model based on assumptions including share price volatility.

The following table presents compensation cost recognized on the Company’s performance-based restricted stock units:


	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
(in thousands)	2026		2025	2026		2025
Compensation cost	$	1,248		$	1,022		$	3,551	$	2,838

As of September 30, 2026, there was $8.2 million of unrecognized compensation cost related to the unvested PRSUs, which is expected to be recognized over a weighted average period of 2.0 years.

The following table presents information about the Company’s performance-based restricted stock unit activity:


	For the Three Months Ended September 30,
	2026	2025
(in thousands, except per share amounts)	Number of Shares	Weighted Average Grant Date Fair Value per Share		Number of Shares		Weighted Average Grant Date Fair Value per Share
Unvested at beginning of period	704	$	21.12			606		$	20.13
Granted	—	—			—		—
Vested	—	—			—		—
Forfeited	—	—			—		—
Unvested at end of period	704	$	21.12			606		$	20.13


	For the Nine Months Ended September 30,
	2026	2025
(in thousands, except per share amounts)	Number of Shares	Weighted Average Grant Date Fair Value per Share		Number of Shares		Weighted Average Grant Date Fair Value per Share
Unvested at beginning of period	606	$	20.13			433		$	20.90
Granted	261	25.09			247		21.12
Vested	(163)	23.78			(74)		27.93
Forfeited	—	—			—		—
Unvested at end of period	704	$	21.12			606		$	20.13

Non-Employee Director Stock Compensation

In July 2026, the Board of Directors amended the Company’s Non-Employee Director Compensation Policy to permit each non-employee director to elect to receive all or a portion of their annual cash retainers in the form of fully vested shares of the Company’s common stock, in lieu of cash, issued under the Company’s equity incentive plan. Retainers are paid quarterly in arrears, and share settlements will begin with the third quarter 2026 retainers, which will be paid in the fourth quarter of 2026. No shares had been issued under the policy as of September 30, 2026.

14. Earnings per Share

The following table summarizes the components used in the calculation of basic and diluted earnings per share (“EPS”):


(in thousands, except per share amounts)	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
2026		2025		2026		2025
Basic earnings:
Net earnings attributable to Broadstone Net Lease, Inc. common shareholders	$	27,117			$	26,466		$	113,281	$	63,369
Less: earnings allocated to unvested restricted shares	(322)			(311)			(969)		(931)
Net earnings used to compute basic earnings per common share	$	26,795			$	26,155		$	112,312	$	62,438

Diluted earnings:
Net earnings used to compute basic earnings per common share	$	26,795			$	26,155		$	112,312	$	62,438
Add: net earnings attributable to OP Unit holders	1,151			1,146			4,746		2,739


Net earnings used to compute diluted earnings per common share	$	27,946			$	27,301		$	117,058	$	65,177

Weighted average number of common shares outstanding	191,920			189,170			191,745		189,056
Less: weighted average unvested restricted shares (a)	(1,100)			(1,071)			(1,095)		(1,054)
Weighted average number of common shares outstanding used in basic earnings per common share	190,820			188,099			190,650		188,002
Add: effects of restricted stock units (b)	1,169			1,171			1,100		1,066
Add: effects of ATM forward equity offerings (c)	640			—			364		—
Add: effects of August 2026 forward equity offering (d)	305			—			102		—
Add: effects of convertible OP Units (e)	8,185			8,362			8,258		8,408
Weighted average number of common shares outstanding used in diluted earnings per common share	201,119			197,632			200,474		197,476

Basic earnings per share	$	0.14			$	0.14		$	0.59	$	0.33
Diluted earnings per share	$	0.14			$	0.14		$	0.58	$	0.33

(a)Represents the weighted average effects of 1,099,757 and 1,070,775 unvested restricted shares of common stock as of September 30, 2026 and 2025, respectively, which will be excluded from the computation of earnings per share until they vest.

(b)Represents the weighted average effects of shares of common stock to be issued as though the end of the period were the end of the performance period (see Note 13).

(c)Represents the weighted average effects of 8,343,398 shares of common stock issuable upon settlement of forward sale agreements outstanding under the Company’s ATM Program at September 30, 2026, determined using the treasury stock method.

(d)Represents the weighted average effects of 12,650,000 shares of common stock issuable upon settlement of forward sale agreements outstanding under the Company’s August 2026 Forward Equity Offering at September 30, 2026, determined using the treasury stock method.

(e)Represents the weighted average effects of 8,153,822 and 8,315,458 OP Units outstanding at September 30, 2026 and 2025, respectively.

15. Supplemental Cash Flow Disclosures

The following table summarizes the Company’s supplemental cash flow information:


	For the Nine Months Ended September 30,
(in thousands)	2026		2025
Supplemental disclosures:
Cash paid for interest	$	76,566			$	58,518
Cash paid for income taxes	525			1,059
Non-cash activities:
Issuance and conversion of OP Units to common stock (a)	2,175			5,211
Dividends declared not yet paid	60,257			58,665
Reclassifications from Property under development to Buildings and Land improvements	177,694			2,612
Reclassifications from Buildings and Land improvements to Property under development	23,723			—
Reclassification of operating lease to sales-type lease	—			14,408
Retirement of common stock withheld for net settlement under the equity incentive plan	5,183			1,446

(a)See Note 10.

16. Commitments and Contingencies

Litigation

From time to time, the Company is a party to various litigation matters incidental to the conduct of the Company’s business. While the resolution of such matters cannot be predicted with certainty, based on currently available information, the Company does not believe that the final outcome of any of these matters will have a material effect on its consolidated financial position, results of operations, or liquidity.

Property and Acquisition Related

In connection with ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company is not aware of any non-compliance, liability, claim, or other environmental condition that would have a material effect on its consolidated financial position, results of operations, or liquidity.

As of September 30, 2026, the Company has commitments to fund 13 build-to-suit transactions with remaining obligations of $350.7 million expected to fund in multiple draws through November 2027, using a combination of available cash on hand and Revolving Credit Facility borrowings. Rent is contractually scheduled to commence when the properties reach substantial completion and are made available for use by the tenant, which is expected to occur at various dates between October 2026 and November 2027. Additionally, the Company has a $6.5 million remaining commitment to complete infrastructure improvements at a property acquired during 2026.

In July 2026, in connection with our option to purchase land to be developed (see Note 3), the Company entered into a corporate guaranty of the project entity’s payment obligations in support of the project’s development with a maximum potential future payment of $28.8 million plus enforcement costs. The Company would be required to perform upon the project entity’s failure to pay, retains recourse against the project entity for any amounts paid, and has recognized no liability under the guaranty as of September 30, 2026.

The Company is a party to a tax protection agreement with the contributing members of an UPREIT transaction and a second tax protection agreement entered into in connection with the Company’s internalization. The tax protection agreements require the Company to indemnify the beneficiaries in the event of a sale, exchange, transfer, or other disposal of the contributed property, and in the case of the tax protection agreement entered into in connection with the Company’s internalization, the entire Company, in a taxable transaction that would cause such beneficiaries to recognize a gain that is protected under the agreements, subject to certain exceptions. The Company is required to allocate an amount of nonrecourse liabilities to each beneficiary that is at least equal to the minimum liability amount, as contained in the agreements. The minimum liability amount and the associated allocation of nonrecourse liabilities are calculated in accordance with applicable tax regulations, are completed at the OP level, and are not probable. Therefore, there is no impact to the Condensed Consolidated Financial Statements. Based on values as of September 30, 2026, taxable sales of the applicable properties would trigger liability under the agreements of approximately $16.4 million. Based on information available, the Company does not believe that the events resulting in damages as detailed above have occurred or are likely to occur in the foreseeable future.

In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties.

Obligations Under Operating and Finance Leases

The Company is a lessee under non-cancelable operating and finance leases associated with its corporate headquarters and other office spaces as well as ground leases. The Company’s obligations under leases primarily consist of a lease for the Company’s corporate office space, which expires in March 2034 and was determined to be an operating lease. The lease contains two five-year extension options, exercisable at the Company’s discretion, that are not reasonably certain to be exercised, and are therefore excluded from our calculation of the lease liability. The remaining lease obligations primarily consist of ground leases that, in accordance with the terms of our leases, are typically required to be reimbursed by our tenants. The Company remains primarily responsible for ground leases in the event a tenant is unable to pay. The weighted average discount rate on our operating and finance leases is 8.4%. The weighted average years remaining on our operating and finance lease liabilities is 27.5 years.

The following table summarizes the total lease costs associated with operating and finance leases:


(in thousands)	Financial Statement Presentation	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2026	2025		2026		2025
Operating lease costs:
Office leases	General and administrative	$	252			$	215		$	755	$	755
Ground leases	Property and operating expense	81			40			244		106
Ground leases - development properties	Property under development	—			55			21		166
Variable lease costs - ground leases	Property and operating expense	16			17			43		54
Financing lease costs:
Amortization of right-of-use assets	Depreciation and amortization	14			14			41		36
Interest expense on lease liabilities	Interest expense	69			68			206		180
Total lease cost		$	432			$	409		$	1,310	$	1,297

The following table summarizes payments associated with obligations under operating and finance leases reported as net cash provided by operating activities on the accompanying Condensed Consolidated Statements of Cash Flows:


	For the Nine Months Ended September 30,
(in thousands)	2026		2025
Operating lease payments	$	1,032			$	1,054
Financing lease payments	163			145
Total	$	1,195			$	1,199

At September 30, 2026, minimum future rental payments due from the Company for operating and finance leases over the next five years and thereafter are as follows:


(in thousands)	Operating Leases		Financing Leases
Remainder of 2026	$	327			$	54
2027	1,251			218
2028	1,134			218
2029	1,174			238
2030	1,202			245
Thereafter	14,632			18,061
Total undiscounted lease payments	19,720			19,034
Present value adjustment for remaining lease payments	(10,622)			(16,262)
Total lease liability	$	9,098			$	2,772

17. Subsequent Events

On October 15, 2026, the Company paid distributions totaling $58.5 million.

On October 22, 2026, the Board of Directors declared a quarterly distribution of $0.295 per share on the Company’s common stock and OP Units for the fourth quarter of 2026, which will be payable on or before January 15, 2027 to stockholders and OP Unit holders of record as of December 31, 2026.

Subsequent to September 30, 2026, the Company borrowed $76.0 million, and paid down $22.5 million on the unsecured revolving credit facility, the proceeds of which were used to fund investment activity and for general corporate purposes.

Subsequent to September 30, 2026, the Company invested $12.2 million in twelve developments.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Except where the context suggests otherwise, as used in this Quarterly Report on Form 10-Q, the terms “BNL,” “we,” “us,”“our,” and “our Company” refer to Broadstone Net Lease, Inc., a Maryland corporation incorporated on October 18, 2007, and, as required by context, Broadstone Net Lease, LLC, a New York limited liability company, which we refer to as the or our “OP,” and to their respective subsidiaries.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to the Condensed Consolidated Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views regarding our business, financial performance, growth prospects and strategies, market opportunities, and market trends, that are intended to be made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. All of the forward-looking statements included in this Quarterly Report on Form 10-Q are subject to various 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, performance, and achievements could differ materially from those expressed in or by the forward-looking statements and may be affected by a variety of risks and other factors. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from such forward-looking statements.

Important factors that could cause results to differ materially from the forward-looking statements are described in Item 1. “Business,” Item 1A. “Risk Factors,” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K, as filed with the U.S. Securities and Exchange Commission (\"SEC\") on February 19, 2026. The “Risk Factors” of our 2025 Annual Report should not be construed as exhaustive and should be read in conjunction with other cautionary statements included elsewhere in this Quarterly Report on Form 10-Q.

You are cautioned not to place undue reliance on any forward-looking statements included in this Quarterly Report on Form 10-Q. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results, performance, and achievements will differ materially from the expectations expressed in or referenced by this Quarterly Report on Form 10-Q will increase with the passage of time. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Regulation FD Disclosures

We use any of the following to comply with our disclosure obligations under Regulation FD: SEC filings, press releases, public conference calls, or our website. We routinely post important information on our website at www.broadstone.com, including information that may be deemed material. We encourage our shareholders and others interested in our company to monitor these distribution channels for material disclosures. Our website address is included in this Quarterly Report as a textual reference only and the information on the website is not incorporated by reference in this Quarterly Report.

Explanatory Note and Certain Defined Terms

Unless the context otherwise requires, the following terms and phrases are used throughout this MD&A as described below:

•“annualized base rent” or “ABR” means the annualized contractual cash rent due for the last month of the reporting period, excluding the impacts of short-term rent deferrals, abatements, or free rent, and adjusted to remove rent from properties sold during the month and to include a full month of contractual cash rent for investments made during the month;

•“investments” or amounts “invested” include real estate investments in new property acquisitions, revenue generating capital expenditures, whereby we agree to fund certain expenditures in exchange for increased rents that often include rent escalations and terms consistent with that of the underlying lease, build-to-suit and redevelopment projects, and transitional capital, which represent shorter term investments and currently includes preferred equity investments, and exclude capitalized costs;

•“cash capitalization rate” represents either (1) for acquisitions and new build-to-suit developments, our pro-rata share of the estimated first year cash yield to be generated on a real estate investment, which was estimated at the time of investment based on the contractually specified cash base rent for the first full year after the date of the investment, divided by the purchase price for the property excluding capitalized acquisition costs, or (2) for dispositions, the property’s ABR in effect immediately prior to the disposition, divided by the disposition price, or (3) for transitional capital, the contractual cash yield to be generated on total invested capital;

•“CPI” means the Consumer Price Index for All Urban Consumers (CPI-U): U.S. City Average, All Items, as published by the U.S. Bureau of Labor Statistics, or other similar index which is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services;

•“occupancy” or a specified percentage of our portfolio that is “occupied” or “leased” means as of a specified date the quotient of (1) the total rentable square footage of our properties minus the square footage of our properties that are vacant and from which we are not receiving any rental payment, and (2) the total square footage of our properties;

•“Revolving Credit Facility” means our $1.0 billion unsecured revolving credit facility, dated February 28, 2025, as amended, with J.P. Morgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto; and

•“straight-line yield” 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 straight-line annual rental income computed in accordance with GAAP, divided by the purchase price.

Overview

We are an industrial-focused, diversified net lease real estate investment trust (“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. As of September 30, 2026, our portfolio includes 767 properties, with 760 properties located in 44 U.S. states and seven properties located in four Canadian provinces.

We expect to achieve growth in revenues and earnings through our three core building blocks, which are (1) embedded same store net operating income growth through best-in-class portfolio rent escalations, stable rent collections, minimal credit losses, strong lease rollover outcomes, accretive recycling, and revenue generating capital expenditures with existing tenants, (2) development activity, including build-to-suit projects and redevelopment of existing assets, and (3) a diversified acquisition pipeline.

We focus on investing in real estate that is operated by creditworthy single tenants in industries characterized by positive business drivers and trends. We target properties that are an integral part of the tenants’ businesses and are therefore opportunities to secure long-term net leases through which our tenants are able to retain operational control of their strategically important locations, while allocating their debt and equity capital to fund core business operations rather than real estate ownership.

-Diversified Investment Strategy. We invest in real estate through property acquisitions, revenue generating capital expenditures, development projects, and transitional capital. Our investments in these alternatives fluctuate from time to time depending on macroeconomic conditions and business or market trends. Our strong relationships with brokers, developers, and tenants provides access to off-market and marketed investment opportunities. Off-market transactions are characterized by a lack of a formal marketing process and a lack of widely disseminated marketing materials. Marketed transactions are often characterized by extensive buyer competition. For all investments, we seek to maintain our portfolio’s diversification by property type, geography, tenant, and industry in an effort to reduce fluctuations in income caused by under-performing individual real estate assets or adverse economic conditions affecting an entire industry or geographic region.

-Diversified Portfolio. As of September 30, 2026, our portfolio was comprised of approximately 42.3 million rentable square feet of operational space, was highly diversified based on property type, geography, tenant, and industry, and was cross-diversified within each (e.g., property-type diversification within a geographic concentration):

•Property Type: We are primarily diversified across industrial and retail property types. Within these sectors, we have meaningful concentrations in distribution and warehouse, manufacturing, food processing, general merchandise, quick service restaurants, and casual dining.

•Geographic Diversification: Our properties are located in 44 U.S. states and four Canadian provinces, with no single geographic concentration exceeding 11.0% of our ABR.

•Tenant and Industry Diversification: Our properties are occupied by 206 different commercial tenants who operate 195 distinct brands that are diversified across 57 varying industries, with no single tenant accounting for more than 3.7% of our ABR.

-Strong In-Place Leases with Significant Remaining Lease Term. As of September 30, 2026, our portfolio was approximately 100.0% leased, based on square footage, with an ABR weighted average remaining lease term of approximately 9.3 years, excluding renewal options.

-Standard Contractual Base Rent Escalation. Approximately 96.9% of our leases have contractual rent escalations, with an ABR weighted average increase of 2.1%.

-Extensive Tenant Financial Reporting. Approximately 95.5% of our tenants, based on ABR, provide financial reporting, of which 84.5% are required to provide us with specified financial information on a periodic basis, and an additional 11.0% of our tenants report financial statements publicly, either through SEC filings or otherwise.

Current Macroeconomic Conditions and Strategic Priorities

Since 2022 and continuing throughout 2026, challenging macroeconomic and volatile geopolitical conditions have affected the broader commercial real estate market, including the net lease sector. During this period, interest rates remained elevated and have moved with notably increased volatility, contributing to a materially higher cost of capital for commercial real estate participants. The sustained high-rate environment during this period exceeded movements in commercial real estate capitalization rates, resulting in compression of returns on new investments. Market expectations regarding potential future monetary policy relief contributed to net lease property sellers maintaining elevated pricing expectations, which continued to limit transaction activity. These conditions have constrained, and may continue to constrain, the ability of commercial real estate owners, including us, to complete investments at volumes and accretion levels consistent with periods preceding this environment, which has contributed to lower earnings growth compared to those historical periods. Notwithstanding these conditions, we believe that our portfolio performance, ability to opportunistically access public equity and debt markets, and liquidity position provide a foundation to pursue future investment opportunities. We expect that revenues and earnings will continue to be supported by our three primary growth drivers: embedded same store net operating income growth, development activity, and a diversified acquisition pipeline.

Diversified Investment Activity

During the three and nine months ended September 30, 2026, our investment activity consisted of the following:


	For the Three Months Ended		For the Nine Months Ended
	September 30, 2026		June 30, 2026		March 31, 2026		September 30, 2026
Acquisitions:
Acquisition price	$	63,800		$	—		$	61,195	(b)	$	124,995
Initial cash capitalization rate	7.7	%		—		9.0	%	(b)	8.3	%
Straight-line yield	8.8	%		—		9.4	%	(b)	9.1	%
Weighted average lease term (years)	15.0		—		4.0	(b)	9.2
Weighted average annual rent increase	2.0	%		—		0.8	%	(b)	1.4	%

Development projects:
Total Investments	$	137,695		$	77,624		$	99,447		$	314,766
Build-to-suits	137,115		77,325		99,447		313,887
Redevelopments	580		299		—		879

Revenue generating capital expenditures:
Investments	$	—		$	404		$	893		$	1,297
Initial cash capitalization rate	—		11.3	%		8.3	%		9.2	%
Weighted average lease term (years)	—		13.6		12.9		13.2
Weighted average annual rent increase	—		2.2%		2.8%		2.5%

Transitional capital:
Investments	$	35,114		$	13,462		$	10,351		$	58,927

Total investments	$	236,609			$	91,490		$	171,886		$	499,985
Total initial cash capitalization rate (a)	7.7	%		11.3	%		9.0	%		8.3	%
Total weighted average lease term (years) (a)	15.0		13.6		4.1		9.2
Total weighted average annual rent increase (a)	2.0	%		2.2	%		0.8	%		1.4	%

(a)Transitional capital, which represents a contractual yield on invested capital, and development projects, which do not generate revenue until stabilization, are excluded from the calculations of total cash capitalization, weighted average lease terms, and weighted average rent increases.

(b)In connection with this acquisition, the Company expects to fund approximately $7.0 million to re‑parcel up to 80% of the property into two distinct parcels and complete related infrastructure improvements. The sale leaseback investment includes two separate leases, one for each future parcel, consisting of (i) a 12‑year long‑term lease with initial cash rents of $1.5 million and annual rent escalations of 3.0%, and (ii) a one‑year lease with cash rents of $4.0 million. The Company is currently evaluating future options related to the property associated with the short‑term lease, with the objective of maximizing long‑term shareholder value, including potential accretive alternatives, such as redevelopment.

Development Projects

The following tables summarize the Company’s in-process build-to-suit (“BTS”) and redevelopment projects as of September 30, 2026:


Build-to-suit developments
Property	Projected Rentable Square Feet	Start Date (a)		Target Stabilization Date/Stabilized Date (b)		Lease Term (Years)		Annual Rent Escalations		Estimated Total Project Investment (c)	Cumulative Investment		Estimated Remaining Investment		Estimated Cash Capitalization Rate (d)		Estimated Straight-line Yield
In-process retail BTS:
Academy Sports (Magnolia, TX)	55		Feb. 2026		Nov. 2026		15.0		0.5	%	$	12,975			$	8,955		$	4,020		7.3	%	7.5	%
Tesla, Inc. (Las Vegas, NV)	60		Jun. 2026		Nov. 2027		15.0		3.0	%	39,794			19,492			20,302		6.7	%	8.3	%
Hobby Lobby (Manor, TX)	55		Aug. 2026		Jun. 2027		15.0		0.5	%	10,339			1,628			8,711		7.1	%	7.4	%
Academy Sports (Manor, TX)	55		Aug. 2026		Jun. 2027		15.0		0.4	%	12,437			2,163			10,274		7.1	%	7.3	%
In-process industrial BTS:
Southwire (Bremen, GA)	1,178		Dec. 2024		Oct. 2026		10.0		2.6	%	115,411			94,521			20,890		7.8	%	8.8	%
Amazon.com Services, LLC (Sarasota, FL)	230		Feb. 2026		May. 2027		15.0		2.3	%	46,790			27,342			19,448		7.5	%	8.8	%
Tesla, Inc. (Austin, TX)	130		Apr. 2026		Oct. 2027		12.0		3.0	%	30,983			8,963			22,020		6.7	%	7.9	%
Fortune 20 Investment-Grade Company (Colorado)	112		Jul. 2026		Mar. 2027		15.0		3.0	%	303,000			76,247			226,753		8.5	%	11.6	%

	1,875						13.8		2.7	%	571,729			239,311			332,418		8.0	%	10.1	%
Stabilized industrial BTS:
Sierra Nevada (Dayton, OH)	122		Oct. 2024		Nov. 2025		15.0		3.0	%	53,625			53,625			—		7.5	%	9.3	%
Sierra Nevada (Dayton, OH)	122		Oct. 2024		Mar. 2026		15.0		3.0	%	52,203			52,203			—		7.6	%	9.4	%
Fiat Chrysler Automobile (Forsyth, GA)	422		Apr. 2025		May. 2026		15.0		3.0	%	72,215			70,402			1,813		6.6	%	8.2	%
AGCO (Visalia, CA)	115		Jun. 2025		Aug. 2026		12.0		3.5	%	19,010			17,360			1,650		7.0	%	8.5	%
Palmer Logistics (Midlothian, TX) (e)	270		Jul. 2025		Aug. 2026		12.3		3.5	%	31,723			31,723			—		7.6	%	9.2	%
Stabilized retail BTS:
7Brew (Jacksonville, FL)	1		Jun. 2025		Nov. 2025		15.0		1.9	%	2,005			2,005			—		8.0	%	8.8	%
Sprouts (Bedford, TX)	22		Jul. 2025		Sep. 2026		15.0		0.9	%	9,533			6,566			2,967		7.2	%	7.7	%
Hobby Lobby (Granbury, TX)	55		Oct. 2025		Sep. 2026		15.0		0.7	%	8,129			5,307			2,822		7.1	%	7.4	%
Academy Sports (Granbury, TX)	55		Oct. 2025		Sep. 2026		15.0		0.6	%	12,393			8,848			3,545		7.1	%	7.4	%
Academy Sports (Waco, TX)	68		Dec. 2025		Sep. 2026		15.0		0.6	%	14,488			9,911			4,577		7.2	%	7.5	%

Total / weighted average	3,127						14.0		2.7	%	$	847,053			$	497,261		$	349,792		7.7	%	9.6	%


Redevelopment projects
Property	Projected Rentable Square Feet	Start Date (a)		Target Stabilization Date (b)		% Leased (f)		Lease Term (Years) (f)	Annual Rent Escalations (f)	Estimated Total Project Investment (c)		Cumulative Investment	QTD Q3 2026 Investment		Estimated Remaining Investment		Original Property ABR (g)		Estimated Stabilized ABR (h)
In-process industrial redevelopment:
1501 Mittel (Chicago, IL MSA)	156		Apr. 2026		Aug. 2027		—		—		—		$	17,906			$	3,685		$	580		$	14,221		$	1,409	$	2,733
2400 West Central Rd (Chicago, IL MSA)	432		Jul. 2026		Jul. 2028		—		—		—		28,443			10,234			—		18,209		3,319		3,297
	588										$	46,349		$	13,919			$	580		$	32,430

(a)The period in which we have acquired access to the land and begun physical construction on a property. For redevelopments, this date also represents the date of the expiring leases from our Original Property ABR.

(b)Represents our current estimate of the period in which we will have substantially completed a project and we expect to begin collecting rents. We expect to update our timing estimates on a quarterly basis.

(c)Represents the estimated costs to be incurred to complete development of each project, inclusive of any economic incentive amounts expected to be received. We expect to update our estimates upon completion of the project, or sooner if there are any significant changes to expected costs from quarter to quarter. Excludes capitalized costs consisting of capitalized interest and other acquisition costs. Redevelopment projects include remaining GAAP basis of the property from the initial purchase, which includes impacts of depreciation, accelerated depreciation, or impairments.

(d)Calculated by dividing the estimated first year cash yield to be generated on a real estate investment by the Estimated Total Project Investment for the property.

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

(f)Redevelopment projects without executed leases are excluded from these metrics; we expect to include once a tenant is secured and a lease is in place.

(g)Represents total ABR at the time of our expiring leases for our redevelopment projects.

(h)Represents estimated ABR expected at the completion of our redevelopment projects based on current expected market rates or executed leases.

Our Real Estate Investment Portfolio

The following charts summarize our portfolio diversification by property type, tenant, brand, industry, and geographic location as of September 30, 2026. These portfolio statistics exclude transitional capital investments. The percentages below are calculated based on our ABR of $449.5 million as of September 30, 2026.

Diversification by Property Type

$\"2026Q3_Property$


Property Type	# of Properties	ABR (’000s)		ABR as a % of Total Portfolio		Square Feet (’000s)		SF as a % of Total Portfolio
Industrial
Distribution & Warehouse	54	$	95,196			21.2	%		12,449		29.5	%
Manufacturing	80	84,085			18.7	%		12,807		30.3	%
Food Processing	36	55,016			12.2	%		6,050		14.3	%
Flex and R&D	9	24,870			5.5	%		1,711		4.0	%
Industrial Services	20	12,766			2.9	%		505		1.2	%
Cold Storage	4	12,440			2.8	%		874		2.1	%
In-Process Developments	6	—			—			—			—
Industrial Total	209	284,373			63.3	%		34,396		81.4	%
Retail
General Merchandise	159	38,149			8.5	%		2,847		6.7	%
Quick Service Restaurants	154	28,002			6.2	%		516		1.2	%
Casual Dining	95	27,159			6.0	%		637		1.5	%
Animal Services	27	11,776			2.6	%		421		1.0	%
Automotive	56	10,599			2.4	%		730		1.7	%
Home Furnishings	12	7,053			1.6	%		792		1.9	%
Healthcare Services	18	6,254			1.4	%		220		0.6	%
Education	4	3,013			0.7	%		118		0.3	%
In-Process Developments	4	—			—			—		—
Untenanted	1	—			—			10		—
Retail Total	530	132,005			29.4	%		6,291		14.9	%
Other
Office	13	23,078			5.1	%		1,238		2.9	%
Clinical & Surgical	15	10,092			2.2	%		327		0.8	%

Other Total	28	33,170			7.3	%		1,565		3.7	%
Total	767	$	449,548			100.0	%		42,252		100.0	%

Diversification by Tenant


Tenant	Property Type	# of Properties	ABR (’000s)		ABR as a % of Total Portfolio		Square Feet (’000s)		SF as a % of Total Portfolio
Roskam Baking Company, LLC*	Food Processing	7	$	16,560			3.7	%		2,250		5.3	%
United Natural Foods, Inc.	Distribution & Warehouse	1	14,746			3.3	%		1,016		2.4	%
Sierra Nevada Company, LLC	Manufacturing	3	9,003			2.0	%		280		0.7	%
Joseph T. Ryerson & Son, Inc.	Distribution & Warehouse	11	8,238			1.8	%		1,599		3.8	%
AHF, LLC*	Distribution & Warehouse/Manufacturing	7	8,093			1.8	%		1,982		4.7	%
Dollar General Corporation	General Merchandise	74	7,844			1.7	%		717		1.7	%
Jack's Family Restaurants LP*	Quick Service Restaurants	43	7,757			1.7	%		147		0.3	%
Academy LTD	General Merchandise	11	7,563			1.7	%		659		1.6	%
Tractor Supply Company	General Merchandise	23	6,566			1.5	%		462		1.1	%
J. Alexander's, LLC*	Casual Dining	16	6,395			1.4	%		131		0.3	%
Total Top 10 Tenants		196	$	92,765			20.6	%		9,243		21.9	%

Salm Partners, LLC*	Food Processing	2	$	6,387			1.4	%		426		1.0	%
FCA US, LLC	Distribution & Warehouse	2	6,381			1.4	%		538		1.3	%
Nestle' USA, Inc.	Cold Storage/Food Processing	2	6,373			1.4	%		503		1.2	%
Hensley & Company*	Distribution & Warehouse	3	6,355			1.4	%		577		1.4	%
BluePearl Holdings, LLC†	Animal Services	13	6,065			1.4	%		159		0.4	%
Axcelis Technologies, Inc.	Flex and R&D	1	6,018			1.4	%		417		1.0	%
Owens & Minor Distribution, Inc.	Distribution & Warehouse	2	5,960			1.3	%		523		1.2	%
Red Lobster Hospitality, LLC & Red Lobster Restaurants, LLC*	Casual Dining	18	5,788			1.3	%		147		0.3	%
Outback Steakhouse of Florida, LLC*(a)	Casual Dining	22	5,635			1.3	%		140		0.3	%
Krispy Kreme Doughnut Corporation	Quick Service Restaurants/Food Processing	27	5,538			1.2	%		156		0.4	%
Total Top 20 Tenants		288	$	153,265			34.1	%		12,829		30.4	%

(a)Tenant’s properties include 20 Outback Steakhouse restaurants and two Carrabba’s Italian Grill restaurants.

*Subject to a master lease.

†Includes properties leased by multiple tenants, some, not all, of which are subject to master leases.

Diversification by Industry


Tenant Industry	# of Properties	ABR (’000s)		ABR as a % of Total Portfolio		Square Feet (’000s)		SF as a % of Total Portfolio
Packaged Foods & Meats	39	$	57,897			12.9	%		6,338		15.0	%
Restaurants	252	56,006			12.5	%		1,196		2.8	%
Food Distributors	7	28,708			6.4	%		2,534		6.0	%
Distributors	29	22,391			5.0	%		3,357		7.9	%
Healthcare Facilities	42	21,867			4.9	%		748		1.8	%
Specialty Stores	44	21,585			4.8	%		1,584		3.8	%
Auto Parts & Equipment	38	19,181			4.3	%		2,950		7.1	%
Aerospace & Defense	6	13,702			3.0	%		642		1.6	%
Home Furnishing Retail	16	12,046			2.7	%		1,687		4.0	%
General Merchandise Stores	110	11,686			2.6	%		1,035		2.4	%
Metal & Glass Containers	8	11,176			2.5	%		2,206		5.2	%
Healthcare Services	17	11,071			2.5	%		568		1.3	%
Specialized Consumer Services	38	10,796			2.4	%		684		1.6	%
Life Sciences Tools & Services	6	10,017			2.2	%		600		1.4	%
Industrial Machinery	18	9,521			2.1	%		1,823		4.3	%
Other (42 industries)	96	131,898			29.2	%		14,290		33.8	%
Untenanted properties	1	—			—			10		—
Total	767	$	449,548			100.0	%		42,252		100.0	%

Diversification by Geographic Location

$\"2026Q3_Property$


State / Province	# of Properties	ABR (’000s)		ABR as a % of Total Portfolio		Square Feet (’000s)		SF as a % of Total Portfolio			State / Province		# of Properties		ABR (’000s)		ABR as a % of Total Portfolio		Square Feet (’000s)		SF as a % of Total Portfolio
TX	71	$	49,305			11.0	%		4,534		10.7	%			MS		12		$	4,244			0.9	%		607		1.4	%
MI	50	36,728			8.2	%		4,005		9.5	%			LA		5		3,857			0.9	%		211		0.5	%
FL	27	25,364			5.6	%		1,543		3.7	%			NE		6		3,526			0.8	%		492		1.2	%
OH	49	25,156			5.6	%		1,833		4.3	%			SC		13		3,456			0.8	%		304		0.7	%
CA	16	24,530			5.5	%		2,330		5.5	%			NJ		2		3,404			0.8	%		266		0.6	%
WI	25	22,347			5.0	%		2,223		5.3	%			IA		4		2,976			0.7	%		622		1.5	%
MN	21	20,670			4.6	%		3,051		7.2	%			NM		9		2,842			0.6	%		107		0.3	%
IL	29	18,934			4.2	%		1,764		4.2	%			UT		3		2,829			0.6	%		280		0.6	%
GA	35	17,116			3.8	%		1,997		4.7	%			WA		13		2,733			0.6	%		69		0.2	%
PA	32	16,091			3.6	%		2,172		5.1	%			CO		5		2,658			0.6	%		126		0.3	%
IN	27	14,985			3.3	%		1,687		4.0	%			MD		3		2,215			0.5	%		205		0.5	%
MO	20	14,130			3.1	%		1,804		4.3	%			CT		2		2,000			0.4	%		55		0.1	%
TN	47	13,667			3.0	%		783		1.9	%			MT		7		1,749			0.4	%		43		0.1	%
AL	53	13,197			2.9	%		950		2.2	%			DE		4		1,188			0.3	%		133		0.3	%
MA	4	11,942			2.7	%		759		1.8	%			ND		2		1,089			0.2	%		24		0.1	%
KY	22	9,279			2.1	%		923		2.2	%			VT		2		445			0.1	%		24		0.1	%
WV	18	9,194			2.0	%		1,233		2.9	%			WY		1		338			0.1	%		21		0.1	%
AZ	7	9,121			2.0	%		747		1.8	%			NV		2		282			0.1	%		6		—
NC	25	9,034			2.0	%		830		2.0	%			OR		1		136			—			9		—
OK	24	8,746			2.0	%		1,001		2.4	%			Total U.S.		760		$	441,572			98.2	%		41,823		99.0	%
AR	10	7,784			1.7	%		340		0.8	%			BC		2		$	4,619			1.0	%		253		0.6	%
NY	28	7,499			1.7	%		562		1.3	%			ON		3		2,049			0.5	%		101		0.2	%
VA	15	5,124			1.1	%		178		0.3	%			AB		1		964			0.2	%		51		0.1	%
KS	7	5,015			1.1	%		630		1.5	%			MB		1		344			0.1	%		24		0.1	%
SD	2	4,647			1.0	%		340		0.8	%			Total Canada		7		$	7,976			1.8	%		429		1.0	%
											Grand Total		767		$	449,548			100.0	%		42,252		100.0	%

Our Leases

The following chart sets forth our lease expirations based upon the terms of the leases in place as of September 30, 2026.

$\"2026Q3_Lease$

The following table presents certain information based on lease expirations by year:


Expiration Year	# of Properties	# of Leases	ABR (’000s)		ABR as a % of Total Portfolio		Square Feet (’000s)		SF as a % of Total Portfolio
2026	4	4	$	1,572			0.3	%		80		0.2	%
2027	28	24	31,938			7.1	%		2,877		6.8	%
2028	25	26	19,199			4.3	%		1,596		3.8	%
2029	62	37	19,407			4.3	%		2,618		6.2	%
2030	66	54	39,948			8.9	%		3,451		8.2	%
2031	39	34	9,598			2.1	%		863		2.0	%
2032	64	49	34,125			7.6	%		3,475		8.2	%
2033	51	25	20,245			4.5	%		1,504		3.6	%
2034	39	28	17,504			3.9	%		1,426		3.4	%
2035	22	17	17,145			3.8	%		2,219		5.3	%
2036	98	27	42,699			9.5	%		4,358		10.3	%
2037	18	12	27,745			6.2	%		2,332		5.5	%
2038	41	41	18,715			4.2	%		1,722		4.1	%
2039	21	17	23,095			5.1	%		1,743		4.1	%
2040	32	13	17,534			3.9	%		923		2.2	%
2041	69	15	35,852			8.0	%		2,826		6.7	%
2042	59	15	47,827			10.7	%		4,926		11.6	%
2043	3	2	8,160			1.8	%		517		1.2	%
2044	3	3	1,660			0.4	%		103		0.2	%
2045	4	3	7,350			1.6	%		698		1.7	%
Thereafter	8	2	8,230			1.8	%		1,985		4.7	%
Total leased properties	756	448	$	449,548			100.0	%		42,242		100.0	%

In-process developments	10	8	—			—			—		—
Untenanted properties	1	—	—			—			10		—
Total properties	767	456	$	449,548			100.0	%		42,252		100.0	%

Substantially all of our leases provide for periodic contractual rent escalations. As of September 30, 2026, leases contributing 96.9% of our ABR provided for increases in future ABR, generally ranging from 1.5% to 3.0% annually, with an ABR weighted average annual increase equal to 2.1% of base rent. Generally, our rent escalators increase rent on specified dates by a fixed percentage. Our escalations provide us with a source of organic revenue growth and a measure of inflation protection. Additional information on lease escalation frequency and weighted average annual escalation rates as of September 30, 2026 is displayed below:


Lease Escalation Frequency	% of ABR		Weighted Average Annual Increase (a)
Annually	81.2	%		2.3	%
Every 2 years	0.1	%		1.8	%
Every 3 years	0.9	%		2.8	%
Every 4 years	0.9	%		2.4	%
Every 5 years	8.5	%		1.4	%
Every 6 years	0.1	%		1.7	%
Other escalation frequencies	5.2	%		1.4	%
Flat (b)	3.1	%		—
Total/ABR Weighted Average	100.0	%		2.1	%

(a)Represents the ABR weighted average annual increase of the entire portfolio as if all escalations occurred annually. For leases where rent escalates by the greater of a stated fixed percentage or the change in CPI, we have assumed an escalation equal to the stated fixed percentage in the lease. As of September 30, 2026, leases contributing 3.8% of our ABR provide for rent increases equal to the lesser of a stated fixed percentage or the change in CPI. As any future increase in CPI is unknowable at this time, we have not included an increase in the rent pursuant to these leases in the weighted average annual increase presented.

(b)Generally associated with investment grade retail tenants.

The escalation provisions of our leases (by percentage of ABR) as of September 30, 2026, are displayed in the following chart:

$\"2026Q3_Escalation_Provisions_MDA.jpg\"$

Transitional Capital

We may, from time to time, invest in transitional capital opportunities, including preferred equity interests and real estate lending opportunities. Such investments are intended to be shorter in duration, offering an alternative source of financing.

The following table presents our transitional capital investments at September 30, 2026:


Property (a)	Investment (’000s)		Stabilized Cash Capitalization Rate (b)		Annualized Initial Cash NOI Yield		Remaining Initial Term (Years)
Sunset Hills Retail Center - St. Louis, MO (c) (d)	$	57,643			8.0	%		7.6	%		0.8
Project Triboro Industrial Park - Olyphant, PA (e)	154,257			7.8	%		—			2.1

(a)Each of the Company’s transitional capital investments at September 30, 2026 are in the form of preferred equity.

(b)Represents stated yield with unpaid amounts accruing with preferential payment.

(c)Agreement includes an additional $7.8 million commitment of preferred capital at the Company’s sole discretion. The remaining commitment at September 30, 2026 is $2.4 million. Agreement contains two one-year extension options subject to a 0.50% extension fee. Repayment at end of term subject to a $3.5 million repayment fee.

(d)Underlying property metrics at September 30, 2026: 28 retail spaces, 0.3 million rentable square feet, 6.7 years of weighted average remaining lease term, 97.6% occupancy rate (based on square feet and including leases that have been executed but rent has not yet commenced), and 99.4% rent collection (on a quarterly basis).

(e)This investment represents preferred equity in four consolidated joint ventures that have acquired land designated for industrial build-to-suit development. Agreements contain two one-year extension options subject to a 0.25% fee for the first option, and a 0.50% fee for the second option, and the right to transfer or sell our preferred equity at any time.

Results of Operations

The following discussion includes the results of our operations for the periods presented.

Three Months Ended September 30, 2026 Compared to Three Months Ended June 30, 2026

Lease revenues, net


(in thousands)	For the Three Months Ended
September 30, 2026		June 30, 2026	Increase/(Decrease)
		$	%
Contractual rental amounts billed for operating leases	$	110,191		$	109,473		$	718	0.7 %
Adjustment to recognize contractual operating lease billings on a straight-line basis	5,672		5,802			(130)		(2.2)%
Net write-offs of accrued rental income	(2,881)		—			(2,881)		(100.0)%
Variable rental amounts earned	716		816			(100)		(12.3)%
Earned income from direct financing leases	657		662			(5)		(0.8)%
Interest income from sales-type leases	473		473			—		0.0 %
Operating expenses billed to tenants	6,435		5,012			1,423		28.4 %
Other income from real estate transactions	722		4			718		> 100.0 %
Adjustment to revenue recognized for uncollectible rental amounts billed, net	(118)		67			(185)		(> 100.0)%
Total lease revenues, net	$	121,867		$	122,309		$	(442)	(0.4)%

The decrease in Lease revenues, net, during the three months ended September 30, 2026, was primarily attributable to an increase in net write-offs of accrued rental income. Write-offs of accrued rental income are discrete charges based on our assessment of collectability and fluctuate from quarter to quarter. This decrease was partially offset by a $1.2 million increase in real estate taxes reimbursed by tenants, corresponding to the increase in reimbursable property and operating expenses as described below.

Operating expenses


	For the Three Months Ended
	September 30, 2026		June 30, 2026		Increase/(Decrease)
(in thousands)			$		%
Operating expenses
Depreciation and amortization	$	50,785			$	49,102		$	1,683	3.4 %
Property and operating expense	7,341			5,817			1,524		26.2 %
General and administrative	10,777			11,897			(1,120)		(9.4)%
Provision for impairment of investment in rental properties	1,474			3,546			(2,072)		(58.4)%
Total operating expenses	$	70,377			$	70,362		$	15	0.0 %

Depreciation and amortization

The increase in depreciation and amortization for the three months ended September 30, 2026 was primarily attributable to $8.5 million of accelerated depreciation recognized from the reduction in the estimated remaining useful life of a property transitioned to redevelopment during the quarter. The increase is partially offset by $6.2 million of accelerated depreciation recognized in connection with the demolition of a redevelopment property during the three months ended June 30, 2026.

Property and operating expense

The increase in property and operating expense during the three months ended September 30, 2026 is primarily related to a $1.2 million increase in real estate taxes that are reimbursable by tenants. There is a corresponding increase in operating expenses billed to tenants as described above.

General and administrative

The decrease in general and administrative expenses for the three months ended September 30, 2026 was primarily due to $1.6 million of transaction costs, including a deposit on land related to a build-to-suit opportunity we decided not to pursue, during the three months ended June 30, 2026 that did not reoccur during the three months ended September 30, 2026.

Provision for impairment of investment in rental properties

The following table presents the impairment charges for the respective periods:


	For the Three Months Ended
(in thousands, except number of properties)	September 30, 2026		June 30, 2026
Number of properties	2			6
Carrying value prior to impairment charge	$	5,937			$	13,046
Fair value	4,463			9,500
Impairment charge	$	1,474			$	3,546

During the three months ended September 30, 2026, we recognized $1.5 million of impairment resulting primarily from changes in our long-term hold strategy with respect to the individual properties. Such impairments were based on expected sales prices of the individual properties. The timing and amount of impairment fluctuates from period to period depending on the specific facts and circumstances.

Other income (expenses)


(in thousands)	For the Three Months Ended	Increase/(Decrease)
September 30, 2026		June 30, 2026
		$	%
Other income (expenses)
Interest income	$	118		$	135		$	(17)		(12.6)%
Interest expense	(26,738)		(25,785)			953		3.7	%
Gain on sale of real estate	3,596		12,990			(9,394)		(72.3)%
Income taxes	(256)		(346)			(90)		(26.0)	%
Other income (expenses)	(71)		1,314			(1,385)		(> 100.0)%

Gain on sale of real estate

Our recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market. During the three months ended September 30, 2026, we recognized a gain of $3.6 million on the sale of three properties, compared to a gain of $13.0 million on the sale of nine properties during the three months ended June 30, 2026.

Other income (expenses)

The decrease in Other income (expenses) during the three months ended September 30, 2026 was primarily due to a $0.1 million foreign exchange loss recognized on the quarterly remeasurement of our $100.0 million Canadian Dollars (“CAD”) Revolving Credit Facility borrowings, compared to a $1.3 million foreign exchange gain recognized during the three months ended June 30, 2026.

Net income and Net earnings per diluted share


	For the Three Months Ended		Increase/(Decrease)
	September 30, 2026		June 30, 2026
(in thousands, except per share data)			$	%
Net income	$	28,139		$	40,255		$	(12,116)	(30.1)%
Net earnings per diluted share	0.14		0.21	(0.07)		(33.3)%

The decrease in net income is primarily attributable to a $9.4 million decrease in gain on sale of real estate, a $2.9 million increase in net write-offs of accrued rental income, a $1.7 million increase in depreciation and amortization, and a $1.4 million decrease in foreign exchange gain. This was partially offset by a $2.1 million decrease in provision for impairment, and a $1.1 million decrease in general and administrative expenses.

GAAP net income includes items such as gain or loss on sale of real estate and provisions for impairment, unrealized foreign exchange gain or loss, among others, which can vary from quarter to quarter and impact period-over-period comparisons.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Lease revenues, net


	For the Nine Months Ended		Increase/(Decrease)
	September 30,
(in thousands)	2026		2025		$		%
Contractual rental amounts billed for operating leases	$	327,183			$	302,598		$	24,585		8.1 %
Adjustment to recognize contractual operating lease billings on a straight-line basis	17,322			16,952			370		2.2 %
Net write-offs of accrued rental income	(2,881)			(2,983)			102		3.4	%
Variable rental amounts earned	2,290			2,130			160		7.5 %
Earned income from direct financing leases	1,986			2,036			(50)		(2.5)%
Interest income from sales-type leases	1,420			354			1,066		> 100.0 %
Operating expenses billed to tenants	17,146			15,491			1,655		10.7 %
Other income from real estate transactions	759			183			576		> 100.0 %
Adjustment to revenue recognized for uncollectible rental amounts billed, net	352			(917)			1,269		> 100.0 %
Total lease revenues, net	$	365,577			$	335,844		$	29,733		8.9 %

The increase in lease revenues, net was primarily attributable to growth in our real estate portfolio. Subsequent to the third quarter of 2025, we had a total of $303.0 million of acquisitions and revenue generating capital expenditures at a cash capitalization rate of 7.5%, and $276.2 million of build-to-suit developments reach stabilization at a weighted average cash capitalization rate of 7.7%. This stabilized investment activity was partially offset by disposition activity of $123.6 million at a weighted average cash capitalization rate of 6.3% on tenanted properties over the same period. Further, the increase in lease revenues, net was partially due to a $1.7 million increase in real estate taxes reimbursed by tenants, corresponding to the increase in reimbursable property and operating expenses described below. Additionally, the increase in lease revenues, net was partially due to net recoveries of bad debt during the nine months ended September 30, 2026 compared to bad debt

expense during the nine months ended September 30, 2025. Interest income from sales-type leases increased $1.1 million over the comparable period resulting from the timing of a lease that was classified as sales-type in the third quarter of 2025.

The increase in lease revenues, net was partially due to an increase in interest income from sales-type leases compared to the nine months ended September 30, 2025.

Operating expenses


	For the Nine Months Ended		Increase/(Decrease)
	September 30,
(in thousands)	2026		2025		$		%
Operating expenses
Depreciation and amortization	$	141,413			$	122,318		$	19,095	15.6 %
Property and operating expense	19,339			16,688			2,651		15.9 %
General and administrative	33,023			29,216			3,807		13.0 %
Provision for impairment of investment in rental properties	5,019			35,067			(30,048)		(85.7)%
Total operating expenses	$	198,794			$	203,289		$	(4,495)	(2.2)%

Depreciation and amortization

The increase in depreciation and amortization for the nine months ended September 30, 2026 was primarily attributable to $15.0 million of accelerated depreciation recognized from the reduction in the estimated remaining useful life of two properties transitioned to redevelopment and the timing and amount of net investment activity in our real estate portfolio as discussed above.

Property and operating expense

The increase in property and operating expense for the nine months ended September 30, 2026 was primarily related to a $1.7 million increase in real estate taxes reimbursed by tenants. As described above, there is a corresponding increase in operating expenses billed to tenants. The remaining increase is primarily from increases in reimbursable property management fees and demolition costs related to a redevelopment property.

General and administrative

The increase in general and administrative expenses for the nine months ended September 30, 2026 was primarily due to $1.6 million of transaction costs, including a deposit on land related to a build-to-suit opportunity we decided not to pursue, and an increase in stock-based compensation expense.

Provision for impairment of investment in rental properties

The following table presents the impairment charges for the respective periods:


	For the Nine Months Ended
	September 30,
(in thousands, except number of properties)	2026		2025
Number of properties	8		18
Carrying value prior to impairment charge	$	18,983			$	104,759
Fair value	13,964			69,693
Impairment charge	$	5,019			$	35,067

During the nine months ended September 30, 2026, we recognized $5.0 million of impairment resulting primarily from changes in our long-term hold strategy with respect to the individual properties. Such impairments were based on actual and expected sales prices of the individual properties. The timing and amount of impairment fluctuates from period to period depending on the specific facts and circumstances.

Other income (expenses)


	For the Nine Months Ended
	September 30,		Increase/(Decrease)
(in thousands)	2026		2025		$		%
Other income (expenses)
Interest income	$	304			$	403		$	(99)		(24.6)%
Interest expense	(77,783)			(69,416)			8,367		12.1	%
Gain on sale of real estate	23,707			4,230			19,477		> 100.0 %
Income taxes	(914)			(763)			151		19.8	%
Other income (expenses)	2,689			(2,620)			5,309		> 100.0 %

Interest expense

The increase in interest expense for the nine months ended September 30, 2026 is primarily due to the completion of our $350.0 million 5.00% senior unsecured notes during the third quarter of 2025, the proceeds of which were used to fund acquisitions and paydown the Revolving Credit Facility during 2025. Additionally, the increase in interest expense during the nine months ended September 30, 2026 is due to increased borrowings on our variable-rate USD Revolving Credit Facility to fund investment activity.

Gain on sale of real estate

Our recognition of a gain or loss on the sale of real estate varies from transaction to transaction based on fluctuations in asset prices and demand in the real estate market. During the nine months ended September 30, 2026, we recognized a gain of $23.7 million on the sale of 13 properties, compared to a gain of $4.2 million on the sale of 23 properties during the nine months ended September 30, 2025.

Other income (expenses)

The increase in other income during the nine months ended September 30, 2026 was primarily due to a $2.7 million foreign exchange gain recognized on the quarterly remeasurement of our $100.0 million Canadian Dollars (“CAD”) Revolving Credit Facility borrowings, compared to a $2.4 million foreign exchange loss recognized during the nine months ended September 30, 2025.

Net income and Net earnings per diluted share


	For the Nine Months Ended		Increase/(Decrease)
	September 30,
(in thousands, except per share data)	2026		2025	$		%
Net income	$	114,786		$	64,388			$	50,398	78.3 %
Net earnings per diluted share	0.58		0.33	0.25			75.8 %

The increase in net income is primarily due to a decrease in impairment charges of $30.0 million, an increase in net lease revenues of $29.7 million, an increase in the gain on sale of real estate of $19.5 million, and an increase in other income of $5.3 million. These are partially offset by an increase in interest expense of $8.4 million, an increase in depreciation and amortization of $19.1 million, an increase in general and administrative expenses of $3.8 million, and an increase in property and operating expenses of $2.7 million.

Liquidity and Capital Resources

General

We acquire real estate using a combination of debt and equity capital, cash from operations that is not otherwise distributed to our stockholders, and proceeds from dispositions of real estate properties. Our focus is on maximizing the risk-adjusted return to our stockholders through an appropriate balance of debt and equity in our capital structure. We are committed to maintaining an investment grade balance sheet through active management of our leverage profile and overall liquidity position. We believe our leverage strategy has allowed us to take advantage of the lower cost of debt while simultaneously strengthening our balance sheet, as evidenced by our current investment grade credit ratings of ‘BBB’ from S&P and ‘Baa2’ from Moody’s. We seek to maintain on a sustained basis Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio that is generally less than 6.0x. As of September 30, 2026, we had total debt outstanding of $2.9 billion, Net Debt of $2.9 billion, Pro Forma Net Debt of $2.5 billion, and a Pro Forma Net Debt to Annualized Adjusted EBITDAre ratio of 5.4x.

Net Debt, Pro Forma Net Debt, and Annualized Adjusted EBITDAre are non-GAAP financial measures, Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre are calculated based upon EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre each of which is also a non-GAAP financial measure. Refer to Non-GAAP Measures below for further details concerning our calculation of non-GAAP measures and reconciliations to the comparable GAAP measure.

Liquidity/REIT Requirements

Liquidity is a measure of our ability to meet potential cash requirements, including our ongoing commitments to repay debt, fund our operations, acquire and develop properties, make distributions to our stockholders, and fund other general business needs. As a REIT, we are required to distribute to our stockholders at least 90% of our REIT taxable income determined without regard to the dividends paid deduction and excluding net capital gains, on an annual basis. As a result, it is unlikely that we will be able to retain substantial cash balances to meet our long-term liquidity needs, including repayment of debt and investment in additional properties, from our annual taxable income. Instead, we expect to meet our long-term liquidity needs primarily by relying upon external sources of capital and proceeds from selective property dispositions.

Short-term Liquidity Requirements

Our short-term liquidity requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses and interest payments on our outstanding debt, to pay distributions, to fund our acquisitions that are under control or expected to close within a short time period, and to pay for commitments to fund build-to-suit and redevelopment projects, revenue generating capital expenditures, and transitional capital investments. Under leases where we are required to bear the cost of structural repairs and replacements, we do not currently anticipate making significant capital expenditures or incurring other significant property-level costs, including as a result of inflationary pressures in the current economic environment, because of the strong occupancy levels across our portfolio and the net lease nature of our leases. We expect to meet our short-term liquidity requirements primarily from cash and cash equivalents balances and net cash provided by operating activities, supplemented by borrowings under our Revolving Credit Facility, capital raised through equity programs, and capital recycled through selective property dispositions. We use cash on hand and borrowings under our Revolving Credit Facility to initially fund investments, which are subsequently repaid or replaced with proceeds from our equity and debt capital markets activities as well as proceeds from selective property dispositions.

As detailed in the contractual obligations table below, we have approximately $206.1 million of expected obligations due throughout the remainder of 2026, consisting of $114.2 million of commitments to fund investments, $30.9 million of projected interest expense, $60.3 million of dividends declared, $0.4 million of mortgage payments, and $0.4 million of lessee obligations. At September 30, 2026, we had $428.8 million of available capacity under our Revolving Credit Facility.

Long-term Liquidity Requirements

Our long-term liquidity requirements consist primarily of funds necessary to repay debt and invest in additional revenue generating properties and build-to-suit and redevelopment projects. We expect to source debt capital from unsecured term

loans from commercial banks, revolving credit facilities, private placement senior unsecured notes, and public bond offerings.

The source and mix of our debt capital in the future will be impacted by market conditions as well as our continued focus on lengthening our debt maturity profile to better align with our portfolio’s long-term leases, staggering debt maturities to reduce the risk that a significant amount of debt will mature in any single year in the future, and managing our exposure to interest rate risk. We have no material debt maturities until 2027, as detailed in the table below.

We expect to meet our long-term liquidity requirements primarily from borrowings under our Revolving Credit Facility, future debt and equity financings, and proceeds from selective property dispositions. Our ability to access these capital sources may be impacted by unfavorable market conditions, particularly in the debt and equity capital markets, that are outside of our control. In addition, our success will depend on our operating performance, our borrowing restrictions, our degree of leverage, and other factors. Our acquisition growth strategy significantly depends on our ability to obtain acquisition financing on favorable terms. We seek to reduce the risk that long-term debt capital may be unavailable to us by strengthening our balance sheet by investing in real estate with creditworthy tenants and lease guarantors, and by maintaining an appropriate mix of debt and equity capitalization. We also, from time to time, obtain or assume non-recourse mortgage financing from banks and insurance companies secured by mortgages on the corresponding specific property subject to limitations imposed by our Revolving Credit Facility covenants and our investment grade credit rating.

Equity Capital Resources

Our equity capital is primarily provided through our at-the-market common equity offering program (“ATM Program”), as well as follow-on equity offerings. Under the terms of our ATM Program we may, from time to time, publicly offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million. The ATM Program provides for forward sale agreements, which enable us to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds. After considering the shares sold subject to forward sale agreements, we had $200.0 million of capacity remaining under the ATM Program as of September 30, 2026.

In August 2026, we completed a public offering to sell an aggregate of 12,650,000 shares of common stock at a price of $20.50 per share, subject to certain adjustments, in connection with forward sale agreements. We expect to settle the forward sale agreements by the September 2027 maturity date. As of September 30, 2026, we anticipate the forward sale agreements will provide net proceeds of approximately $247.7 million.

Our public offerings have been used to repay debt, to fund investments, and for other general corporate purposes.

Unsecured Indebtedness as of September 30, 2026

The following table sets forth our outstanding Revolving Credit Facility, unsecured term loans and senior unsecured notes at September 30, 2026:

(in thousands, except interest rates)

Outstanding
Balance

Interest
Rate

Maturity
Date

Revolving Credit Facility

555,438

applicable reference rate + 0.80% (a)

Mar. 2029 (d)

Unsecured term loans:

2027 Unsecured Term Loan

200,000

daily simple SOFR + 0.90% (b)

Aug. 2027

2028 Unsecured Term Loan

500,000

one-month SOFR + 0.90% (c)

Mar. 2028 (e)

2029 Unsecured Term Loan

300,000

daily simple SOFR + 0.90% (b)

Feb. 2029 (f)

2030 Unsecured Term Loan

100,000

one-month SOFR + 0.90% (c)

Jan. 2030 (g)

Total unsecured term loans

1,100,000

Unamortized debt issuance costs, net

(4,702)

Total unsecured term loans, net

1,095,298

Senior unsecured notes:

2027 Senior Unsecured Notes - Series A

150,000

4.84%

Apr. 2027

2028 Senior Unsecured Notes - Series B

225,000

5.09%

Jul. 2028

2030 Senior Unsecured Notes - Series C

100,000

5.19%

Jul. 2030

2031 Senior Unsecured Public Notes

375,000

2.60%

Sep. 2031

2032 Senior Unsecured Public Notes

350,000

5.00%

Nov. 2032

Total senior unsecured notes

1,200,000

Unamortized debt issuance costs and original issuance discounts, net

(8,038)

Total senior unsecured notes, net

1,191,962

Total unsecured debt

2,842,698

(a)At September 30, 2026, a balance of $485.0 million was subject to daily simple SOFR. At September 30, 2026, the balance includes $100.0 million CAD borrowings remeasured to $70.4 million USD, and was subject to the daily simple Canadian Overnight Repo Rate Average (“CORRA”) of 2.31%.

(b)At September 30, 2026, overnight SOFR was 3.90%.

(c)At September 30, 2026, one-month SOFR was 3.91%.

(d)Our Revolving Credit Facility contains two six-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.0625% of the revolving commitments.

On July 28, 2026, we entered into a new $300.0 million senior unsecured delayed draw term loan maturing January 30, 2030 (the “2030 Unsecured Term Loan”). The facility includes a twelve-month availability period during which we may draw on the commitments. Borrowings bear interest at adjusted SOFR plus a margin ranging from 0.750% to 1.550% per annum based on our credit rating; the applicable margin was 0.900% as of September 30, 2026. Concurrently, amendments to our existing unsecured credit agreements reduced the applicable SOFR-based margins on our existing unsecured term loans to 0.900% from 0.950% per annum and on our Revolving Credit Facility to 0.800% from 0.850% per annum. We intend to use proceeds from the 2030 Unsecured Term Loan for investment activity and general corporate purposes.

Debt Covenants

We are subject to various covenants and financial reporting requirements pursuant to our debt facilities, which are summarized below. As of September 30, 2026, we believe we were in compliance with all of our covenants on all outstanding borrowings. In the event of default, either through default on payments or breach of covenants, we may be restricted from paying dividends to our stockholders in excess of dividends required to maintain our REIT qualification. For each of the previous three years, we paid dividends out of our cash flows from operations in excess of the distribution amounts required to maintain our REIT qualification.

Contractual Obligations

The following table provides information with respect to our contractual commitments and obligations as of September 30, 2026 (in thousands). Refer to the discussion in the Liquidity and Capital Resources section above for further discussion over our short and long-term obligations.


Year of Maturity	Revolving Credit Facility (a)		Mortgages		Term Loans		Senior Notes	Interest Expense (e)		Dividends (f)	Commitments to Fund Investments (g)		Lessee Obligations (h)		Total
2026	$	—			$	388		$	—		$	—			$	30,865		$	60,257	$	114,233	$	382	$	206,125
2027	—			1,596			200,000		150,000		114,510			—			243,840		1,469	711,415
2028	—			38,278			500,000	(b)	225,000		82,828			—			—		1,352	847,458
2029	555,438			—			300,000	(c)	—		42,201			—			—		1,412	899,051
2030	—			—			100,000	(d)	100,000		30,238			—			—		1,447	231,685
Thereafter	—			—			—		725,000		39,643			—			—		32,692	797,335
Total	$	555,438			$	40,262		$	1,100,000		$	1,200,000			$	340,285		$	60,257	$	358,073	$	38,754	$	3,693,069

(a)Our Revolving Credit Facility contains two six-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.0625% of the revolving commitments.

(b)Our 2028 Unsecured Term Loan contains two twelve-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.125% of the aggregate principal amount of the loans outstanding under the 2028 term loan facility.

(c)Our 2029 Unsecured Term Loan contains two twelve-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.10% of the aggregate principal amount of the loans outstanding under the 2029 term loan facility.

(d)Our 2030 Unsecured Term Loan contains two twelve-month extension options subject to certain conditions, including the payment of an extension fee equal to 0.125% of the aggregate principal amount of the loans outstanding under the 2030 term loan facility.

(e)Interest expense is projected based on the outstanding borrowings and interest rates in effect as of September 30, 2026. This amount includes the impact of interest rate swap agreements.

(f)Amounts include dividends declared as of September 30, 2026 of $0.2925 per common share and OP Unit. Future undeclared dividends have been excluded.

(g)Amounts include acquisitions under control, defined as acquisitions under contract or executed letter of intent, commitments to fund revenue generating capital expenditures, and both current committed in-process developments and under control development opportunities.

(h)Represents our contractual lease obligations as a lessee, primarily including our corporate headquarters and ground leases at our rental properties or properties under development. Our tenants are responsible for paying the rent under these ground leases at our stabilized assets. In the event our tenant fails to pay the ground lease rent, we are primarily responsible.

At September 30, 2026 investment in rental property with a net book value of $55.2 million was pledged as collateral against the Company’s mortgages.

In the normal course of business, we enter into various types of commitments to purchase real estate properties. These commitments are generally subject to our customary due diligence process and, accordingly, a number of specific conditions must be met before we are obligated to purchase the properties.

Derivative Instruments and Hedging Activities

We are exposed to interest rate risk arising from changes in interest rates on the floating-rate borrowings under our unsecured credit facilities. Borrowings pursuant to our unsecured credit facilities bear interest at floating rates based on SOFR or CORRA plus an applicable margin. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense, which will in turn, increase or decrease our net income and cash flow.

We attempt to manage the interest rate risk on variable rate borrowings by entering into interest rate swaps. As of September 30, 2026, we had 21 effective interest rate swaps with an aggregate notional amount of $765.4 million. Under the effective swap agreements, we receive monthly payments from the counterparties equal to the related variable interest rates multiplied by the outstanding notional amounts. In turn, we pay the counterparties each month an amount equal to a fixed interest rate multiplied by the related outstanding notional amounts. The intended net impact of these transactions is that we pay a fixed interest rate on our variable-rate borrowings. The interest rate swaps have been designated by us as cash flow hedges for accounting purposes and are reported at fair value. We assess, both at inception and on an ongoing basis, the effectiveness of our qualifying cash flow hedges. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes.

In addition, we own investments in Canada, and as a result are subject to risk from the effects of exchange rate movements in the Canadian dollar, which may affect future costs and cash flows. We funded a significant portion of our Canadian investments through Canadian dollar borrowings under our Revolving Credit Facility, which is intended to act as a natural hedge against our Canadian dollar investments. The Canadian dollar Revolving Credit Facility borrowings are remeasured each reporting period, with the unrealized foreign currency gains and losses flowing through earnings. These unrealized foreign currency gains and losses do not impact our cash flows from operations until settled, and are expected to directly offset the changes in the value of our net investments as a result of changes in the Canadian dollar. Our Canadian investments are recorded at their historical exchange rates, and therefore are not impacted by changes in the value of the Canadian dollar.

Cash Flows

Cash and cash equivalents and restricted cash totaled $13.8 million and $83.3 million at September 30, 2026 and September 30, 2025, respectively. The table below shows information concerning cash flows for the nine months ended September 30, 2026 and 2025:


	For the Nine Months Ended
	September 30,
(In thousands)	2026		2025
Net cash provided by operating activities	$	221,897			$	214,929
Net cash used in investing activities	(438,651)			(390,647)
Net cash provided by financing activities	196,889			243,045
Net (decrease) increase in cash and cash equivalents and restricted cash	$	(19,865)			$	67,327

The increase in net cash provided by operating activities was primarily due to an increase in contractual rents related to rent escalations and growth in our real estate portfolio, as well as the absence of cash paid to settle interest rate swaps, which occurred during the prior-year period. These increases were partially offset by an increase in cash paid for interest during the nine months ended September 30, 2026.

The increase in net cash used in investing activities was primarily due to an increase in investment activity in property under development, partially offset by a decrease in acquisition investment activity and an increase in disposition proceeds during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

The decrease in net cash provided by financing activities during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, mainly reflects lower proceeds from unsecured term loans and senior unsecured notes, a portion of which was used to repay outstanding debt during the prior-year period, partially offset by higher net borrowings on the Revolving Credit Facility during the nine months ended September 30, 2026.

Non-GAAP Measures

FFO, Core FFO, and AFFO

We compute Funds From Operations (“FFO”) in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts (“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 include a proportionate share of adjustments related to our joint venture noncontrolling interests.

We compute Core Funds From Operations (“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, lease termination fees and other non-core income from real estate transactions, non-capitalized demolition and other redevelopment costs, cost of debt extinguishment, unrealized and realized gains or losses on foreign currency transactions, 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 Adjusted Funds From Operations (“AFFO”), by adjusting Core FFO for certain revenues and expenses that are non-cash or unique in nature, including straight-line rents, amortization of lease intangibles, adjustment to provision for credit losses, amortization of debt issuance costs, amortization of net mortgage premiums, non-capitalized transaction costs such as acquisition costs related to deals that failed to transact, 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 as 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 table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO, and AFFO:


	For the Three Months Ended				For the Nine Months Ended
(in thousands, except per share data)	September 30, 2026		June 30, 2026				September 30, 2026	September 30, 2025
Net income	$	28,139			$	40,255			$	114,786	$	64,388
Real property depreciation and amortization	50,703			49,021				141,167		122,066
Gain on sale of real estate	(3,596)			(12,990)				(23,707)		(4,230)
Provision for impairment on investment in rental properties	1,474			3,546				5,019		35,067
FFO adjustments allocable to joint venture noncontrolling interests	(66)			—				(82)		—
FFO	$	76,654			$	79,832			$	237,183	$	217,291
Net write-offs of accrued rental income	2,881			—				2,881		2,987
Other non-core income from real estate transactions (a)	(703)			(25)				(728)		(137)
Non-capitalized demolition and other costs	328			24				352		—
Cost of debt extinguishment	—			—				—		166
Severance and employee transition costs	191			11				202		55
Other (income) expenses (b)	71			(1,314)				(2,689)		2,454
Core FFO	$	79,422			$	78,528			$	237,201	$	222,816
Straight-line rent adjustment	(5,432)			(5,567)				(16,629)		(16,452)
Adjustment to provision for credit losses	—			(14)				(14)		(13)
Amortization of debt issuance costs	1,629			1,641				4,897		3,922
Non-capitalized transaction costs	1			1,632				1,640		383
Realized gain or loss on interest rate swaps and other non-cash interest expense	36			36				117		6,126
Amortization of lease intangibles	(1,014)			(1,017)				(3,046)		(3,453)
Stock-based compensation	3,163			2,972				8,701		7,105

AFFO	$	77,805			$	78,211			$	232,867	$	220,434

(a)Amount includes $0.3 million associated with the return of funds held in escrow for property work not completed, $0.2 million associated with end of lease activities, and $0.2 million from lease assignment activities, all of which are not core to our business operations for the three and nine months ended September 30, 2026.

(b)Amount includes $(0.1) million and $1.3 million of unrealized foreign exchange (loss) gain for the three months ended September 30, 2026 and June 30, 2026, respectively, and $2.7 million and $(2.4) million of unrealized foreign exchange gain (loss) for the nine months ended September 30, 2026 and September 30, 2025, respectively, primarily associated with our Canadian dollar denominated revolving borrowings.

EBITDA, EBITDAre, Adjusted EBITDAre, Pro Forma Adjusted EBITDAre, Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted 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.

The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA, EBITDAre, Adjusted EBITDAre, and Pro Forma Adjusted EBITDAre. Information is also presented with respect to Annualized EBITDAre, Annualized Adjusted EBITDAre, and Pro Forma Annualized Adjusted EBITDAre:


	For the Three Months Ended
(in thousands)	September 30, 2026		June 30, 2026		September 30, 2025
Net income	$	28,139			$	40,255		$	27,065
Depreciation and amortization	50,785			49,102			40,246
Interest expense	26,738			25,785			28,230
Income taxes	256			346			208
EBITDA	$	105,918			$	115,488		$	95,749
Provision for impairment of investment in rental properties	1,474			3,546			6,999
Gain on sale of real estate	(3,596)			(12,990)			(3,259)
EBITDAre	$	103,796			$	106,044		$	99,489
Adjustment for current quarter investment activity (a)	2,620			540			1,797
Adjustment for current quarter disposition activity (b)	(70)			(327)			(257)
Adjustment to exclude non-recurring and other expenses (c)	510			36			(177)
Adjustment to exclude net write-offs of accrued rental income	2,881			—			755
Adjustment to exclude realized / unrealized foreign exchange (gain) loss	71			(1,288)			(1,312)

Adjustment to exclude other income from real estate transactions (d)	(703)			(25)			(43)
Adjusted EBITDAre	$	109,105			$	104,980		$	100,252
Estimated revenues from developments (e)	5,696			3,766			2,544
Pro Forma Adjusted EBITDAre	$	114,801			$	108,746		$	102,796
Annualized EBITDAre	$	415,184			$	424,176		$	397,956
Annualized Adjusted EBITDAre	$	436,420			$	419,920		$	401,008
Pro Forma Annualized Adjusted EBITDAre	$	459,204			$	434,984		$	411,184

(a)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.

(b)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.

(c)Amount includes $0.3 million of non-capitalized demolition costs recognized in connection with demolition of a property being redeveloped and $0.2 million of severance and employee transition costs for the three months ended September 30, 2026. Amount includes less than $0.2 million of accelerated lease intangible amortization for the three months ended September 30, 2025.

(d)Amount includes $0.3 million associated with the return of funds held in escrow for property work not completed, $0.2 million associated with end of lease activities, and $0.2 million from lease assignment activities, all of which are not core to our business operations for the three months ended September 30, 2026.

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

Net Debt, Pro Forma Net Debt, Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre

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. Our Pro Forma Net Debt is defined as Net Debt adjusted for estimated net proceeds from unsettled forward sale agreements as if they have been settled for cash as of the period presented. 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, and is used in communications with lenders and rating agencies regarding our credit rating. The following table reconciles total debt (which is the most comparable

GAAP measure) to Net Debt, Pro Forma Net Debt, and presents the ratios of Net Debt to Annualized EBITDAre, Net Debt to Annualized Adjusted EBITDAre, and Pro Forma Net Debt to Annualized Adjusted EBITDAre, respectively:


(in thousands)	September 30, 2026		June 30, 2026		September 30, 2025
Debt
Unsecured revolving credit facility	$	555,438			$	447,376		$	95,824
Unsecured term loans, net	1,095,298			995,423			994,550
Senior unsecured notes, net	1,191,962			1,191,552			1,190,315
Mortgages, net	40,262			40,640			57,168
Debt issuance costs	12,740			13,025			15,171
Gross Debt	$	2,895,700			$	2,688,016		$	2,353,028
Cash and cash equivalents	(12,189)			(11,095)			(81,966)
Restricted cash	(1,588)			(1,822)			(1,354)
Net Debt	$	2,881,923			$	2,675,099		$	2,269,708
Estimated net proceeds from forward sale agreements (a)	(409,329)			(124,313)			(37,257)
Pro Forma Net Debt	$	2,472,594			$	2,550,786		$	2,232,451

Leverage Ratios:
Net Debt to Annualized EBITDAre	6.9x		6.3x		5.7x
Net Debt to Annualized Adjusted EBITDAre	6.6x		6.4x		5.7x
Pro Forma Net Debt to Annualized Adjusted EBITDAre	5.4x		5.9x		5.4x

(a)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.

Critical Accounting Policies and Estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses as well as other disclosures in the financial statements. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on our financial statements. A summary of our significant accounting policies and procedures is included in Note 2, “Summary of Significant Accounting Policies,” in the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. We believe there have been no significant changes during the three and nine months ended September 30, 2026 to the items that we disclosed as our critical accounting policies and estimates in our 2025 Annual Report on Form 10-K.

Impact of Recent Accounting Pronouncements

For information on the impact of recent accounting pronouncements on our business, see Note 2 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We are exposed to certain market risks, one of the most predominant of which is a change in interest rates. Increases in interest rates can result in increased interest expense under our Revolving Credit Facility and other variable-rate debt. Increases in interest rates can also result in increased interest expense when our fixed rate debt and interest rate swaps mature. We attempt to manage interest rate risk by entering into long-term fixed rate debt, entering into interest rate swaps to convert certain variable-rate debt to a fixed rate, and staggering our debt maturities. We have designated the interest rate swaps as cash flow hedges for accounting purposes and they are reported at fair value. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes. Further information concerning our interest rate swaps can be found in Note 9 in our Condensed Consolidated Financial Statements contained elsewhere in this Quarterly Report on Form 10-Q.

Our fixed-rate debt includes our senior unsecured notes, mortgages, and variable-rate debt converted to a fixed rate with the use of interest rate swaps. Our fixed-rate debt had a carrying value and fair value of approximately $2.0 billion and $2.0 billion, respectively, as of September 30, 2026. Changes in market interest rates impact the fair value of our fixed-rate debt and interest rate swaps, but they have no impact on interest incurred or on cash flows. For instance, if interest rates were to increase and the fixed-rate debt balance were to remain constant, we would expect the fair value of our debt to decrease, similar to how the price of a bond decreases as interest rates rise. A 1% increase in market interest rates would have resulted in a decrease in the fair value of our fixed-rate debt of approximately $40.2 million as of September 30, 2026.

Borrowings pursuant to our Revolving Credit Facility and other variable-rate debt bear interest at rates based on the applicable reference rate plus an applicable margin, and totaled $1.7 billion as of September 30, 2026, of which $765.4 million was swapped to a fixed rate by our use of interest rate swaps. Taking into account the effect of our interest rate swaps, a 1% increase or decrease in interest rates would have a corresponding $8.9 million increase or decrease in interest expense annually.

With the exception of our interest rate swap transactions, we have not engaged in transactions in derivative financial instruments or derivative commodity instruments.

Foreign Currency Exchange Rate Risk

We own investments in Canada, and as a result are subject to risk from the effects of exchange rate movements in the Canadian dollar, which may affect future costs and cash flows. We funded a significant portion of our Canadian investments through Canadian dollar borrowings under our Revolving Credit Facility, which is intended to act as a natural hedge against our Canadian dollar investments. The Canadian dollar Revolving Credit Facility borrowings are remeasured each reporting period, with the unrealized foreign currency gains and losses flowing through earnings. A 10% increase or decrease in the exchange rate between the Canadian dollar and USD would have a corresponding $7.0 million increase or decrease in unrealized foreign currency gain or loss. These unrealized foreign currency gains and losses do not impact our cash flows from operations until settled, and are expected to directly offset the changes in the value of our net investments as a result of changes in the Canadian dollar. Our Canadian investments are recorded at their historical exchange rates, and therefore are not impacted by changes in the value of the Canadian dollar.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. For the quarter ended September 30, 2026, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are subject to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of our business. We are not currently a party to legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition, or results of operations. We are not aware of any material legal proceedings to which we or any of our subsidiaries are a party or to which any of our property is subject, nor are we aware of any such legal proceedings contemplated by government agencies.

Item 1A. Risk Factors.

Please refer to the risk factors disclosed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026. There have been no further material changes.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a)

Agreements with CEO, COO, and CFO

On October 28, 2026, the Company entered into an amended and restated employment agreement with Chief Executive Officer John Moragne, an amended and restated employment agreement with Chief Operating Officer Ryan Albano, and an employment agreement with Chief Financial Officer Kevin Fennell (each, an “Employment Agreement”). The Employment Agreements take effect January 1, 2027 and have a term ending December 31, 2029. In each case, the Employment Agreement replaces an employment agreement, as amended in 2023, or severance protection agreement between the executive and the Company, as applicable, that was set to expire on December 31, 2026. Aside from the new term described above and certain administrative and technical updates, the provisions of the Employment Agreements with Mr. Moragne and Mr. Albano are substantially consistent with those in their current employment agreements, as amended, and previously described in the Company’s annual meeting proxy statement, filed with the Securities and Exchange Commission on Form DEF 14A on March 20, 2026 (the “2026 Annual Meeting Proxy Statement”) (available here). For Mr. Fennell, the Employment Agreement provides additional terms and conditions regarding Mr. Fennell’s employment with the Company in a manner similar to the Employment Agreements for Mr. Moragne and Mr. Albano, but was not previously covered by his existing severance protection agreement. The terms and conditions of his severance rights are substantially consistent with those of his prior agreement, as described in the 2026 Annual Meeting Proxy Statement.

Change in Control Severance Policy

Effective as of January 1, 2027, the Company also amended its Change in Control Severance Protection Policy (the “CIC Severance Policy”), in which all employees of the Company who are not party to an individual employment agreement participate, including named executive officers Michael Caruso (SVP, Real Estate Operations) and Jennie O’Brien (SVP, Chief Accounting Officer). The CIC Severance Policy sets forth the Company’s policy on the provision of severance payments and benefits under specified “qualifying termination” conditions in connection with and following a Change in Control (as defined in the amended CIC Severance Policy). The terms and conditions of the amended CIC Severance Policy remain substantially consistent with those of the prior policy, as described in the 2026 Annual Meeting Proxy Statement, except that the applicable time period for the post-transaction portion of the “Change in Control Protection Period” was increased from 12 to 24 months for all participants, and the time periods of the “Severance Period” were increased to a minimum of 12 months for all participants, including an increase from 12 to 24 months for participants at the level of Senior Vice President.

The foregoing descriptions of the updates reflected in the Employment Agreement for each of Mr. Moragne, Mr. Albano and Mr. Fennell and the amended CIC Severance Policy are summaries and are qualified in their entirety by reference to

the full terms of each Employment Agreement and the amended CIC Severance Policy, which are attached hereto as Exhibits 10.4, 10.5, 10.6, and 10.7, respectively, and are incorporated by reference herein.

(b) Not Applicable

(c) None of our officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits


No.		Description
3.1		Articles of Incorporation of Broadstone Net Lease, Inc. (filed as Exhibit 3.1 to the Corporation’s Registration Statement on Form 10 filed April 24, 2017 and incorporated herein by reference)
3.2		Articles of Amendment of Broadstone Net Lease, Inc. (filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed September 18, 2020 and incorporated herein by reference)
3.3		Articles Supplementary of Broadstone Net Lease, Inc. (filed as Exhibit 3.2 to the Corporation’s Current Report on Form 8-K filed September 18, 2020 and incorporated herein by reference)
3.4		Articles of Amendment of Broadstone Net Lease, Inc. (filed as Exhibit 3.3 to the Corporation’s Current Report on Form 8-K filed September 18, 2020 and incorporated herein by reference)
3.5		Articles of Amendment and Restatement of Broadstone Net Lease, Inc. (filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed May 8, 2023 and incorporated herein by reference)
3.6		Second Amended and Restated Bylaws of Broadstone Net Lease, Inc., adopted March 23, 2020 (filed as Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed March 25, 2020 and incorporated herein by reference)
4.1		Indenture, dated as of September 15, 2021, among the Issuer, the Company and the Trustee, including the form of the Guarantee (filed as Exhibit 4.1 to the Corporation’s Current Report on Form 8-K filed September 10, 2021 and incorporated herein by reference)
4.2		First Supplemental Indenture, dated as of September 15, 2021, among the Issuer, the Company and the Trustee, including the form of the Notes (filed as Exhibit 4.2 to the Corporation’s Current Report on Form 8-K filed September 10, 2021 and incorporated herein by reference)
4.3		Second Supplemental Indenture, dated as of September 26, 2025, among the Issuer, the Company and the Trustee, including the form of the Notes (filed as Exhibit 4.2 to the Corporation’s Current Report on Form 8-K filed September 26, 2025 and incorporated herein by reference)
10.1		Amendment No. 2 to Amended and Restated Credit Agreement, dated as of July 28, 2026, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed July 29, 2026 and incorporated herein by reference)
10.2		Third Amendment to Term Loan Credit Agreement, dated as of July 28, 2026, by and among Broadstone Net Lease, LLC, Broadstone Net Lease, Inc., the lenders party thereto, and Regions Bank, as Administrative Agent (filed as Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed July 29, 2026 and incorporated herein by reference)
10.3*		Director Compensation and Stock Ownership Policy, effective as of July 23, 2026
10.4*		Second Amended and Restated Employment Agreement, effective January 1, 2027, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Broadstone Employee Sub, LLC, and John D. Moragne
10.5*		Second Amended and Restated Employment Agreement, effective January 1, 2027, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Broadstone Employee Sub, LLC, and Ryan M. Albano
10.6*		Employment Agreement, effective January 1, 2027, by and among Broadstone Net Lease, Inc., Broadstone Net Lease, LLC, Broadstone Employee Sub, LLC, and Kevin M. Fennell
10.7*		Broadstone Net Lease, Inc. Change in Control Severance Protection Policy
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*†		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*†		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

____________________________________________

*Filed herewith.

†In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed \"filed\" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BROADSTONE NET LEASE, INC.

Date: October 28, 2026	/s/ John D. Moragne
	John D. Moragne
	Chief Executive Officer (Principal Executive Officer)

Date: October 28, 2026	/s/ Kevin M. Fennell
	Kevin M. Fennell
	Executive Vice President and Chief Financial Officer and Treasurer (Principal Financial Officer)

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