Private company

Peakstone Realty Trust

Peakstone Realty Trust is an American real estate investment trust that raised $123,000 in 2026 (SEC Form D).2 It is headquartered in Baltimore, United States.2

Last updated Oct 20, 2026.

Overview

  • IndustryReal Estate Investment Trusts2
  • HeadquartersBaltimore, United States2
  • Incorporated inMD3
  • Business address400 North Continental Boulevard, Suite 200, El Segundo, Ca 902453
  • Filer categoryAccelerated filer3
  • Legal formCorporation2
  • Kind of organizationReal estate investment trust2
  • LEI549300EZQXWQI2YL1T802
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O CSC-LAWYERS INCORPORATING SERVICE COMPANY, 21202 Baltimore, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D235887752

The use herein of the words “PKST,” “the Company,” “Peakstone,” “we,” “us,” and “our” refer to Peakstone Realty Trust, a Maryland real estate investment trust, and its subsidiaries, including PKST OP L.P., our operating partnership (our “Operating Partnership”), except where the context otherwise requires.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-13.4%Operating margin5
-290.3%Net margin5
-8.9%Revenue growth, 20255
-41.3%Return on equity5
0.64×Debt to equity5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$106.0M

Out of $106.0M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid42¢$28.9M
  • Kept or used elsewhere58¢$39.8M

Out of $68.7M of cash from operations.5

Financial statements

Revenue67895$106.0M in 2025−73% since 2019
0$200.0M$400.0M$600.0M2019: $387.1M$387.1M20192020: $397.5M$397.5M2020+3%2021: $459.9M$459.9M2021+16%2022: $416.5M$416.5M2022−9%2023: $143.8M$143.8M2023−65%2024: $116.4M$116.4M2024−19%2025: $106.0M$106.0M2025−9%
Operating income67895-$14.2M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M2019: $78.3M$78.3M20192020: $73.1M$73.1M2020−7%2021: $97.8M$97.8M2021+34%2022: -$35.4M-$35.4M20222023: -$277.9M-$277.9M2023+684%2024: -$45.6M-$45.6M2024−84%2025: -$14.2M-$14.2M2025−69%
Net income67895-$307.7M in 2025
-$600.0M-$400.0M-$200.0M0$200.0M2019: $24.8M$24.8M20192020: -$13.0M-$13.0M20202021: $1.6M$1.6M20212022: -$411.9M-$411.9M20222023: -$557.9M-$557.9M2023+35%2024: -$10.4M-$10.4M2024−98%2025: -$307.7M-$307.7M2025+2852%
Fiscal year2019202020212022202320242025
Revenue$387.1M6$397.5M7$459.9M8$416.5M9$143.8M5$116.4M5$106.0M5
Operating expenses$362.0M8$451.9M9$421.7M5$162.0M5$120.2M5
Operating income$78.3M6$73.1M7$97.8M8-$35.4M9-$277.9M5-$45.6M5-$14.2M5
Interest$73.6M6$79.6M7$85.1M8$84.8M8$65.6M8
Net income$24.8M6-$13.0M7$1.6M8-$411.9M9-$557.9M5-$10.4M5-$307.7M5
Earnings per share$0.116-$0.527$0.048-$11.419-$15.505-$0.305-$8.375
Earnings per share (diluted)$0.116-$0.527$0.048-$11.419-$15.505-$0.305-$8.375
Shares (weighted, basic)34.4M shares836.1M shares936.0M shares536.4M shares536.8M shares5
Shares (weighted, diluted)34.4M shares836.1M shares936.0M shares536.4M shares536.8M shares5

Compare Peakstone Realty Trust with another company

Corporate structure

Peakstone Realty Trust sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Peakstone Realty Trust

  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G on Peakstone Realty Trust, latest Apr 29, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Peakstone Realty Trust, latest Mar 27, 2026 (3 filings since Feb 13, 2024)
  • Morgan Stanley Filed SCHEDULE 13G/A on Peakstone Realty Trust, latest Mar 6, 2026 (2 filings since Feb 12, 2026)
  • BlackRock Filed SCHEDULE 13G/A on Peakstone Realty Trust, latest Feb 5, 2025
  • Peakstone Realty Trust Baltimore, Maryland, United States
    • PKST OP, L.P. Subsidiary · El Segundo, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Peakstone Realty Trust reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$381.8M5 Dec 31, 2025$341.7M5 Dec 31, 2024+11.7%
Construction in progress$4.2M5 Dec 31, 2025$962.0K5 Dec 31, 2024+340.0%
Operating-lease assets (leased space)$1.3M5 Dec 31, 2025$755.0K5 Dec 31, 2024+75.5%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$1.1B5 Dec 31, 2025$1.3B5 Dec 31, 2024−13.7%
Real estate investments, at cost$1.3B5 Dec 31, 2025$1.5B5 Dec 31, 2024−12.5%
Real estate accumulated depreciation$211.1M5 Dec 31, 2025$224.2M5 Dec 31, 2024−5.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$138.7M5 Dec 31, 2025$146.5M5 Dec 31, 2024−5.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$68.4M5 Dec 31, 2025$68.4M5 Dec 31, 20240%
Finite-lived intangibles, net$1.3M5 Dec 31, 2025$2.4M5 Dec 31, 2024−47.6%

Properties, in its own words

As of December 31, 2025, the Company has one reportable Industrial segment, which includes 76 industrial properties comprised of 60 IOS properties and 16 Traditional Industrial properties. Of the 76 properties in our portfolio, 72 were operating properties and four were designated for redevelopment or repositioning.

See Part IV, Item 15. “Exhibits, Financial Statement Schedules—Schedule III—Real Estate and Accumulated Depreciation and Amortization,” of this Annual Report on Form 10-K for a detailed listing of our properties. See Note 5, Debt, to our consolidated financial statements included in this Annual Report on Form 10-K for more information about our indebtedness secured by our properties.

The rest of Item 2

Revenue Concentration

The tables below present the Company’s revenue concentrations for its Industrial segment based on Annualized Base Rent (“ABR”), as defined below.

ABR is calculated as the monthly contractual base rent for leases that have commenced as of the end of the quarter, excluding rent abatements, multiplied by 12 months and deducting base year operating expenses for gross and modified leases, unless otherwise specified. For leases in effect at the end of any quarter that provide for rent abatement during the last month of that quarter, the Company used the monthly contractual base rent payable following expiration of the abatement period.

By State:

The percentage of ABR by state for the Company’s Industrial segment as of December 31, 2025 is presented as follows (dollars in thousands):

State · ABR(unaudited) · Number ofProperties · Percentage of ABR

Georgia · 12,523 · 14 · 16.0

Florida · 11,474 · 11 · 14.7

Illinois · 9,582 · 4 · 12.3

Ohio · 8,130 · 3 · 10.4

California · 7,789 · 1 · 10.0

Pennsylvania · 5,312 · 6 · 6.8

Texas · 4,155 · 9 · 5.3

Virginia · 3,957 · 5 · 5.1

South Carolina · 2,611 · 5 · 3.3

New Jersey · 2,570 · 6 · 3.3

Subtotal · 68,103 · 64 · 87.2

All Others (1) · 10,043 · 12 · 12.8

Total · 78,146 · 76 · 100.0

(1)“All Others” account for less than 2.6% of total ABR on an individual basis.

By Industry:

The percentage of ABR by industry for the Company’s Industrial segment as of December 31, 2025 is presented as follows (dollars in thousands):

Industry (1) · ABR(unaudited) · Number ofLessees · Percentage of ABR

Capital Goods · 25,791 · 28 · 33.0

Consumer Discretionary Distribution & Retail · 20,164 · 4 · 25.8

Consumer Durables & Apparel · 8,001 · 2 · 10.2

Transportation · 7,641 · 14 · 9.8

Food, Beverage & Tobacco · 5,380 · 2 · 6.9

Commercial & Professional Services · 4,130 · 6 · 5.3

Materials · 3,448 · 2 · 4.4

Automobiles & Components · 2,845 · 2 · 3.6

Real Estate Management & Development · 746 · 1 · 1.0

Total · 78,146 · 61 · 100.0

(1) Industry classification based on the Global Industry Classification Standard.

Top Ten Tenants:

Tenant · ABR(unaudited) · Percentage of ABR

Amazon · 10,147 · 13.0

RH · 7,789 · 10.0

3M Company · 5,202 · 6.7

Samsonite · 4,666 · 6.0

PepsiCo · 3,360 · 4.3

Shaw · 3,335 · 4.3

Huntington Ingalls · 2,667 · 3.4

United Rentals · 2,278 · 2.9

Maxim Crane · 2,051 · 2.6

Pepsi Bottling Ventures · 2,020 · 2.6

Subtotal · 43,515 · 55.8

All Others (1) · 34,631 · 44.2

Total · 78,146 · 100.0

(1) “All Others” account for less than 2.5% of ABR on an individual basis.

Lease Expirations:

The tables below provide a summary of upcoming lease expirations in our Industrial segment, excluding unexercised renewal options and early termination rights.

As of December 31, 2025, the lease expirations by ABR in our leases for the Industrial segment are presented as follows (dollars in thousands):

Year of Lease Expiration (1) · ABR(unaudited) · Percentage of Annualized Base Rent

2026 · 6,911 · 8.8

2027 · 5,577 · 7.1

2028 · 12,531 · 16.0

2029 · 9,317 · 11.9

2030 · 13,650 · 17.5

2031 · 13,130 · 16.8

2032 · 4,292 · 5.5

2033 · 7,283 · 9.3

2034 · 1,934 · 2.5

2035 · 1,302 · 1.7

>2035 · 2,219 · 2.9

Total · 78,146 · 100.0

As of December 31, 2025, the Company’s Industrial segment includes both IOS properties, which are leased on a usable-acre basis, and Traditional Industrial properties, which are leased on a square-footage basis. The tables below present lease expirations for each category.

Year of Lease Expiration (1) · ABR(unaudited, in thousands) · Percentage of Annualized Base Rent · Number ofLeases · Approx. Usable Acres · ABR(per usable acre) (2) · Annualized Net Effective Base Rent(per usable acre) (3)

2026 · 1,709 · 5.4 · 5 · 21 · 80,995 · 73,172

2027 · 5,577 · 17.5 · 14 · 71 · 78,771 · 80,743

2028 · 4,685 · 14.7 · 9 · 89 · 52,759 · 53,688

2029 · 3,055 · 9.6 · 7 · 46 · 66,996 · 65,468

2030 · 5,861 · 18.4 · 10 · 68 · 86,065 · 80,872

2031 · 4,255 · 13.3 · 5 · 70 · 60,960 · 64,488

2032 · 2,272 · 7.1 · 4 · 23 · 98,355 · 123,407

2033 · 1,235 · 3.9 · 2 · 20 · 61,750 · 68,750

2034 · 1,934 · 6.1 · 1 · 37 · 52,270 · 70,324

2035 · 1,302 · 4.0 · 3 · 14 · 93,669 · 93,285

>2035 · — · — · — · — · — · —

Vacant · — · — · — · 10 · — · —

Redevelopment properties (4) · — · — · — · 38 · — · —

Total · 31,885 · 100.0 · 60 · 507 · 69,588 · 72,324

(2)ABR (per usable acre) is calculated as (i) ABR divided by (ii) usable acreage under lease as of the end of the quarter.

(3)Annualized Net Effective Base Rent (per usable acre) is calculated as (i) the contractual base rent for leases that have commenced as of the end of the quarter calculated on a straight-line basis, including amortization of rent abatements, but without regard to tenant improvement allowances and leasing commissions, and deducting base year operating expenses for gross and modified gross leases, unless otherwise specified, multiplied by 12 months divided by (ii) usable acreage under lease as of the end of the quarter. Rent abatements include rent credits that are granted from time to time in connection with unused tenant improvement allowances.

(4)Represents unleased space at redevelopment properties.

Item 2 of the 10-K filed Feb 18, 2026.4

Leadership

Who has led Peakstone Realty Trust, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (31)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Managing PartnerAndrew Smith named May 14, 202648
  • Managing PartnerDevin Barnwell named May 14, 202648
  • Managing DirectorErica Segal named May 14, 202648
  • Senior Vice President & SecretaryEthan Han named May 14, 202648
  • PresidentGautam Huded named May 14, 202648
  • Managing DirectorJason Hicks named May 14, 202648
  • Executive Vice PresidentKeith Edwards named May 14, 202648
  • Vice President & TreasurerPriyank Taneja named May 14, 202648
  • Managing PartnerZachary Cohn named May 14, 202648

Former names

  • Griffin Realty TrustFeb 21, 2023 to Feb 27, 20233
  • Griffin Realty Trust, Inc.Jul 6, 2021 to Jan 20, 20233
  • Griffin Capital Essential Asset REIT, Inc.Jul 24, 2019 to Jun 16, 20213
  • Griffin Capital Essential Asset REIT II, Inc.Mar 3, 2014 to Jul 5, 20193

Timeline

  1. May 6, 20268-K Completed an acquisition or sale; Listing notice or transfer; Unregistered sale of shares49
  2. Apr 30, 20268-K Shareholder vote50
  3. Feb 18, 20268-K Results of operations51
  4. Feb 2, 20268-K Entered a material agreement; Regulation FD disclosure52
  5. Nov 5, 20258-K Results of operations53
  6. Sep 3, 20258-K Regulation FD disclosure54
  7. Aug 7, 20258-K Results of operations55
  8. May 29, 20258-K Executive or director change; Shareholder vote56
  9. May 8, 20258-K Results of operations57
  10. Feb 20, 20258-K Results of operations58
  11. Nov 7, 20248-K Financial statements and exhibits59
  12. Nov 4, 20248-K Entered a material agreement; New debt or obligation; Executive or director change60
  13. Dec 18, 2023New chief executive Michael J. Escalante becomes CEO14
  14. Jan 19, 2023Founded Peakstone Realty Trust is founded2
  15. Apr 8, 2016New chief executive Kevin A. Shields becomes CEO15

Calendar

When it reported results

  1. Feb 18, 2026Reported quarterly or annual results51
  2. Nov 5, 2025Reported quarterly or annual results53
  3. Aug 7, 2025Reported quarterly or annual results55
  4. May 8, 2025Reported quarterly or annual results57
  5. Feb 20, 2025Reported quarterly or annual results58
  6. Oct 30, 2024Reported quarterly or annual results61
  7. Aug 8, 2024Reported quarterly or annual results62
  8. May 7, 2024Reported quarterly or annual results63

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

275 filings to the SEC since October 2021: 9 annual reports, 14 quarterly reports, 61 major events, 126 insider forms, 7 large holders, 1 private raises, 57 other. The latest 20:

  1. May 18, 202615-12G EDGAR
  2. May 14, 2026D EDGAR
  3. May 8, 2026EFFECT EDGAR
  4. May 8, 2026EFFECT EDGAR
  5. May 6, 20264 EDGAR
  6. May 6, 20264 EDGAR
  7. May 6, 20264 EDGAR
  8. May 6, 20264 EDGAR
  9. May 6, 20264 EDGAR
  10. May 6, 20264 EDGAR
  11. May 6, 20264 EDGAR
  12. May 6, 20264 EDGAR
  13. May 6, 2026POS AM EDGAR
  14. May 6, 2026S-8 POS EDGAR
  15. May 6, 2026S-8 POS EDGAR
  16. May 6, 2026S-8 POS EDGAR
  17. May 6, 2026S-3DPOS EDGAR
  18. May 6, 2026S-3DPOS EDGAR
  19. May 6, 2026POS AM EDGAR
  20. May 6, 20268-K EDGAR

The 275 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Michael J. EscalanteChief Executive Officer and President$925.0K$7.2M68
2024Nina Momtazee SitzerChief Operating Officer, Chief Legal Officer, and Secretary$575.0K$2.9M68
2024Javier F. BitarChief Financial Officer and Treasurer$525.0K$2.5M68
2023Michael J. EscalanteChief Executive Officer and President$925.0K$7.8M68
2023Javier F. BitarChief Financial Officer and Treasurer$525.0K$2.8M68
2023Nina Momtazee SitzerChief Operating Officer, Chief Legal Officer, and Secretary$500.0K$2.7M68
2022Michael J. EscalanteChief Executive Officer and President$925.0K$7.5M68
2022Javier F. BitarChief Financial Officer and Treasurer$525.0K$2.8M68
2022Nina Momtazee SitzerChief Operating Officer, Chief Legal Officer, and Secretary$500.0K$2.4M68

Money raised

Private offerings the company reported to the SEC on Form D.

  1. May 6, 2026Raised $123,000 in a private offering of equity Form D: $125,000 offered in all Form D

SEC filer profile

How Peakstone Realty Trust is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPeakstone Realty Trust1
  • CIK0001600626
  • Employer ID (EIN)46-46544794
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inMaryland4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address400 North Continental Boulevard, Suite 200, El Segundo, CA 902451
  • Phone310-606-32001
  • Shares outstanding37,233,536 as of May 1, 202611
  • Public float$471.3M as of Jun 30, 20254
  • AuditorErnst & Young LLP, Los Angeles, California PCAOB ID 42; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceMar 3, 20141
  • Filings769 in all: 4 (259), 8-K (189), 424B3 (70), 10-Q (36), 3 (31), DEFA14A (25), EFFECT (16), POS AM (15)1
    All 49 form types

    CORRESP (14), 10-K (12), 425 (11), UPLOAD (10), 8-K/A (8), DEF 14A (8), S-11/A (7), 10-K/A (4), S-3DPOS (4), S-8 POS (4), ARS (3), S-8 (3), SC TO-I/A (3), SCHEDULE 13G/A (3), 8-A12G (2), S-11 (2), S-3D (2), S-4 (2), S-4/A (2), SC 13G (2), SCHEDULE 13G (2), 15-12G (1), 25-NSE (1), 424B5 (1), 8-A12B (1), 8-A12G/A (1), CERT (1), D (1), DEFM14A (1), POS EX (1), POSASR (1), PRE 14A (1), PREM14A (1), S-3ASR (1), S-4MEF (1), SC 13G/A (1), SC 14D9 (1), SC 14D9/A (1), SC TO-I (1), SC TO-T (1), SC TO-T/A (1)

  • Latest filingsAnnual report (10-K) Feb 18, 2026
    Quarterly report (10-Q) May 5, 2026
    Proxy statement (DEF 14A) Apr 11, 2025
    Latest 8-K (8-K) May 6, 2026

Securities registered for trading

ClassSymbolExchange
Common shares, $0.001 par value per sharePKSTNew York Stock Exchange

From the cover page of the 10-K filed Feb 18, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Peakstone Realty Trust names in Item 1A of its 10-K filed Feb 18, 2026: 66 risks under these headings, as written.4

  • Risks Related to Our Business
  • We currently rely on five tenants for approximately 40% of our revenue and adverse effects to their business, including a tenant’s bankruptcy or insolvency, a general downturn in a tenant’s business, a lease termination or election by a tenant not to renew, or other events affecting our tenants, could have a material adverse effect on us.
  • Certain of our leases include early termination provisions in favor of our tenants.
  • Our portfolio has geographic market and real estate sector concentrations that make us especially susceptible to adverse developments in those geographic markets and real estate sectors.
  • We may be unable to fully benefit from increases in market rental rates because certain of our leases contain fixed renewal rates or limitations on market rental rate resets upon renewal. Furthermore, we may be unable to renew expiring leases, or re-lease available space, above or at current market rental rates.
  • Our ability to fully control the maintenance of our net-leased properties may be limited.
  • We face significant competition for tenants, which may decrease or prevent increases of the occupancy and rental rates of our properties. Furthermore, at the time we elect to sell our properties, we will also be in competition with sellers of similar properties to locate suitable purchasers for our properties. The occurrence of any of the foregoing could have a material adverse effect on us.
  • We may not be able to successfully manage, lease and develop our IOS properties.
  • Properties we acquire or invest in may require development or redevelopment.
  • We may suffer adverse effects from acquisitions of and/or other investments in properties if such properties fail to perform as expected or market conditions deteriorate, particularly with respect to investments in new markets and new business lines.
  • We are uncertain of our sources of funding for our future capital needs. If we cannot obtain funding on acceptable terms, it could affect our ability to make necessary capital improvements to our properties, pursue acquisitions of and/or other investments in properties as part of our business plan, pay our expenses, pay dividends, expand our business or otherwise have a material adverse effect on us.
  • To the extent we are unable to identify and/or pass along our property operating expenses to our tenants, our business, financial condition and results of operations, may be negatively impacted.
The other 55 risks
  • We may be unable to identify, source or complete acquisitions on acceptable terms entirely.
  • We may not be able to control the extent of warranties and indemnities we may be required to provide when disposing of properties.
  • Property ownership through joint ventures and partnerships could limit control of those investments, which could adversely affect our ability to manage such properties and related business.
  • We may not be able to effectively monitor the credit quality, or identify material changes in the credit quality, of tenants and/or their parent companies and guarantors, as applicable.
  • We may own or invest in special use single tenant properties, and, as such, it may be difficult to re-lease or sell these properties, which could have a material adverse effect on us.
  • We may not be able to produce reliable forecasts or forward-looking guidance due to limited resources, shorter lease terms and the credit profile of our tenants, which could weaken investor confidence, reduce our valuation, and have a material adverse effect on us.
  • We depend on current key personnel for our future success, and the loss of such personnel or inability to attract and retain personnel could harm our business and the loss of services of one or more members of our executive management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our business relationships with lenders, business partners, companies that may lease or guarantee our properties and other industry participants, any of which could have a material adverse effect on us.
  • If global market and economic conditions deteriorate, including as a result of geopolitical conflicts, political uncertainties in the U.S. and volatility in credit and financial markets, it could have a material adverse effect on us.
  • The outbreak of a highly infectious or contagious disease or declaration of a pandemic, epidemic or other health crises could have a material adverse effect on us.
  • If we fail to maintain effective internal controls over financial reporting, we could severely inhibit our ability to accurately and timely report our financial condition, results of operations or cash flows, which in turn could have a material adverse effect on us.
  • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • Our operating results will be affected by economic and regulatory changes, including changes in national, regional and/or local economic conditions, that have an adverse impact on the real estate market in general, and we cannot provide any assurance that we will be profitable or that we will realize growth in the value of the real estate we own and/or are invested in.
  • If we suffer losses that are not covered by insurance or that are in excess of insurance coverage, it could have a material adverse effect on us.
  • Costs of complying with governmental laws, ordinances and regulations, including those relating to environmental conditions, zoning, state and local fire and life safety requirements, the ADA and climate change, may have a material adverse effect on us.
  • Our investment in industrial properties exposes us to extensive zoning, occupancy and land use regulations.
  • Inability to effectively and rapidly adopt the use of artificial intelligence could have a material adverse effect on us, including on our ability to compete.
  • If we sell properties by providing financing to purchasers, defaults by the purchasers could have a material adverse effect on us.
  • We are subject to risks from climate change and natural disasters such as earthquakes and severe weather conditions.
  • Risks Related to Debt Financing
  • As of December 31, 2025, we had $485.9 million of indebtedness outstanding, which requires substantial cash flow to service, subjects us to risk of default, which could have a material adverse effect on us.
  • Our unsecured credit facility and certain of our secured indebtedness contain, and any other future indebtedness we incur may contain, various restrictive covenants and the failure to comply with those covenants could have a material adverse effect on us.
  • We may finance properties with prepayment lock-out provisions, which may prohibit us from selling such properties, require us to maintain specified debt levels for a period of years on such properties, and/or require us to spend additional capital in the form of prepayment penalties and defeasance costs in order to sell such properties.
  • We have broad authority to incur debt, and our indebtedness could have a material adverse effect on us.
  • We expect to need additional funding to fund future investments.
  • We have incurred, and intend to continue to incur, indebtedness secured by our properties. If we are unable to make our debt payments when required, a lender could foreclose on the property or properties securing such debt, which could have a material adverse effect on us.
  • Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to pay dividends to shareholders or otherwise have a material adverse effect on us.
  • Failure to hedge effectively against interest rate changes may adversely affect our business, financial condition, results of operations, ability to pay dividends to our shareholders or otherwise have a material adverse effect on us.
  • U.S. Federal Income Tax Risks
  • Failure to continue to qualify as a REIT would adversely affect our operations and our ability to pay dividends because we would incur additional tax liabilities, which could have a material adverse effect on us.
  • To qualify as a REIT, and to avoid the payment of U.S. federal income and excise taxes and maintain our REIT status, we may be forced to borrow funds, use proceeds from the issuance of securities, or sell assets to pay dividends, which may result in our distributing amounts that may otherwise be used for our operations, which could have a material adverse effect on us.
  • If certain of our subsidiaries, including our Operating Partnership, fail to maintain their respective statuses as a partnership or disregarded entity, as applicable, for U.S. federal income tax purposes, we could cease to qualify as a REIT and suffer other adverse consequences.
  • In certain circumstances, even if we qualify as a REIT, we and our subsidiaries may be subject to certain federal, state, and other income taxes, which would reduce our cash available to pay dividends to our shareholders and could have a material adverse effect on us.
  • The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions that would be treated as sales for U.S. federal income tax purposes.
  • Complying with the REIT requirements may cause us to forgo otherwise attractive opportunities, which could have a material adverse effect on us.
  • To the extent our dividends represent a return of capital for tax purposes, a shareholder could recognize an increased capital gain upon a subsequent sale of the shareholder’s common shares.
  • Partnership tax audit rules could have a material adverse effect on us.
  • Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.
  • Risks Related to Our Common Shares
  • The price of our common shares may experience volatility. In addition, limited trading volume may depress the market price of our common shares and make it difficult for investors to sell their shares and less attractive to new investors to purchase our common shares.
  • We may change our dividend policy.
  • Our shareholders are subject to the risk that our business and operating plans may change.
  • Increases in market interest rates may result in a decrease in the value of our common shares.
  • The future issuance of common shares or the resale of outstanding common shares could adversely affect the market price of our common shares.
  • Risks Related to Our Conflicts of Interest
  • Conflicts of interest may exist or could arise in the future between the interests of our shareholders and the interests of holders of OP Units, which may impede business decisions that could otherwise have benefitted our shareholders.
  • Certain of our executive officers own an interest in an incentive compensation plan controlled by our former Executive Chairman and pursuant to which they may be entitled to receive substantial payments, which could create the appearance of a conflict of interest between the interest of the Company and the interests of these executive officers.
  • Risks Related to Our Corporate Structure
  • Our declaration of trust contains certain ownership limits with respect to our shares.
  • Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that might involve a premium price for our shares or that our shareholders might otherwise believe to be in their best interest.
  • Our rights and the rights of our shareholders to recover claims against our officers and trustees are limited, which could reduce our shareholders’ and our recovery against them if they cause us to incur losses.
  • Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our shareholders.
  • General Risks
  • Cybersecurity risks and cyber incidents or the failure to comply with laws and regulations concerning data privacy and security may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and information technology systems, and/or damage to our business relationships, any of which could have a material adverse effect on us.
  • Increased environmental, social and governance scrutiny and changing expectations from stakeholders may impose additional costs and expose us to new risks.
  • We may be subject to litigation relating to our business, which could have a material adverse effect on us and could result in significant defense costs and potentially significant judgments against us.
  • Risks Related to the Proposed Mergers
  • The announcement and pendency of the transactions contemplated by the Merger Agreement may have an adverse effect on our business, financial condition and results of operations.
  • The consummation of the proposed Mergers is subject to certain closing conditions, including, among others, the approval of the Company Merger by our shareholders, some or all of which may not be satisfied or completed within the expected timeframe, if at all.
  • We may not complete the proposed Mergers within the timeframe anticipated or at all, which could adversely affect our business, financial condition, results of operations and the market price of our common shares.
  • In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could affect the decisions of a third party considering making an alternative acquisition proposal.
  • We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the proposed Mergers from being completed.
  • We have incurred and will incur a number of non-recurring costs associated with the proposed Mergers.

Legal proceedings

From time to time, the Company may become subject to legal and regulatory proceedings, claims and litigation arising in the ordinary course of business. The Company is not a party to, nor is the Company aware of any material pending legal proceedings nor is any property of the Company subject to any material pending legal proceedings.

The opening of Item 3, Legal Proceedings.4

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