NOTES PAYABLE

3 Months Ended

Mar. 31, 2026

As of March 31, 2026 and December 31, 2025, the Company’s notes payable, including notes payable related to real estate held for sale, consisted of the following (dollars in thousands):


	Book Value as of March 31, 2026		Book Value as of December 31, 2025		Contractual Interest Rate as of March 31, 2026 (1)	Effective Interest Rate as of March 31, 2026 (1)	Payment Type	Maturity Date (2)
The Almaden Mortgage Loan (3)	$	116,490	$	116,880	7.45%	7.45%	Principal & Interest	05/01/2026
Carillon Mortgage Loan (4)	89,793		90,017		One-month Term SOFR (5) +2.00%	5.66%	Principal & Interest	12/31/2026
Modified Portfolio Revolving Loan Facility (6)	157,624		204,996		One-month Term SOFR + 3.00%	6.66%	Principal & Interest	04/02/2026
3001 & 3003 Washington Mortgage Loan (7)	138,807		138,807		One-month Term SOFR + 0.10% + 2.90%	6.66%	Interest Only	05/06/2026
Accenture Tower Loan (8)	317,447		317,447		One-month Term SOFR + 3.00%	6.66%	Interest Only	11/02/2026
Credit Facility (9)	37,500		37,500		One-month Term SOFR + 3.00%	6.66%	Principal & Interest	09/30/2027
Amended and Restated Portfolio Loan Facility (10)	387,747		387,747		One-month Term SOFR + 3.00%	6.66%	Principal & Interest	01/22/2027
Total notes payable principal outstanding	$	1,245,408	$	1,293,394
Deferred financing costs, net	(8,341)		(10,742)
Total Notes Payable, net	$	1,237,067	$	1,282,652

_____________________

(1) Contractual interest rate represents the interest rate in effect under the loan as of March 31, 2026. Effective interest rate is calculated as the actual interest rate in effect as of March 31, 2026, consisting of the contractual interest rate and using interest rate indices as of March 31, 2026, where applicable. For information regarding the Company’s derivative instruments, see Note 9, “Derivative Instruments.”

(2) Represents the maturity date as of March 31, 2026; subject to certain conditions, the maturity dates of certain loans may be extended beyond the dates shown. See below.

(3) Beginning January 1, 2024, the borrower under The Almaden Mortgage Loan is required to make a monthly principal payment in the amount of $130,000. Subsequent to March 31, 2026, the borrower under The Almaden Mortgage Loan exercised its extension option and further extended the maturity date of The Almaden Mortgage Loan to August 1, 2026.

(4) Beginning April 1, 2025, the borrower under the Carillon Mortgage Loan is required to make a monthly principal payment in the amount of $112,000. As of March 31, 2026, the outstanding principal balance of the Carillon Mortgage Loan was $89.8 million and $3.9 million of new funding was available for future disbursement, subject to certain terms and conditions contained in the loan documents. For more information on this loan, see the 2025 Annual Report.

(5) Secured Overnight Financing Rate (“Term SOFR”).

(6) For more information on this loan, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 14, 2025 (the “2024 Annual Report”), “– Recent Financing Transactions – Modified Portfolio Revolving Loan Facility” below and Note 14, “Subsequent Events – Fifth Modification of the Modified Portfolio Revolving Loan Facility.”

(7) The 3001 & 3003 Washington Mortgage Loan is secured by 3001 Washington Boulevard and 3003 Washington Boulevard. For more information on this loan, see the 2024 Annual Report. Subsequent to March 31, 2026, the borrowers under the 3001 & 3003 Washington Mortgage Loan entered into a loan modification and extension agreement with the lender and extended the maturity date of the 3001 & 3003 Washington Mortgage Loan to August 4, 2026 with an option to further extend the maturity date of the 3001 & 3003 Washington Mortgage Loan to November 2, 2026, subject to the satisfaction of certain terms and conditions contained in the loan modification and extension agreement, some of which conditions are not in the Company’s sole control, including the Company taking identified actions relating to its portfolio. Notwithstanding the foregoing, the loan modification and extension agreement provides that at any time following August 4, 2026, an immediate default will result under the 3001 & 3003 Washington Mortgage Loan two business days following the failure of the Company to meet certain conditions of the loan modification and extension agreement. See Note 14, “Subsequent Events – Seventh Modification and Extension of the 3001 & 3003 Washington Mortgage Loan.”

(8) As of March 31, 2026, the outstanding principal balance of the Accenture Tower Loan was $317.4 million and $4.6 million of new funding was available for future disbursement, subject to certain terms and conditions contained in the loan documents. As of March 31, 2026, the Accenture Tower Loan has one 12-month extension option available pursuant to the loan agreement, subject to certain terms and conditions contained in the loan documents. For more information on this loan, see the 2024 Annual Report.

(9) The borrower under the Credit Facility (the “Credit Facility Borrower”) is required to meet each of the following milestones: (a) on or prior to December 31, 2025, the Credit Facility Borrower will cause the sale of one of the Company’s properties and pay down the outstanding principal balance of the Credit Facility in an amount equal to the net sales proceeds therefrom up to $25.4 million and reduce the outstanding principal balance of the Credit Facility to no greater than $37.5 million; (b) on or prior to September 30, 2026, the Credit Facility Borrower will cause the sale of one of the Company’s properties and use 50% of the net sales proceeds therefrom to pay down the Credit Facility Borrower’s obligations under the Credit Facility and reduce the outstanding principal balance of the Credit Facility to no greater than $27.5 million; and (c) on or prior to September 30, 2027, the Credit Facility Borrower will cause the sale of three of the Company’s properties and use 100% of the net sales proceeds to pay all remaining obligations of the Credit Facility Borrower under the Credit Facility. On September 23, 2025, in connection with the disposition of Park Place Village, the Credit Facility Borrower paid down the outstanding principal balance of the Credit Facility by $25.4 million, reducing the outstanding principal balance of the Credit Facility to $37.5 million. For more information on this loan, see the 2024 Annual Report.

(10) As of March 31, 2026, the outstanding principal balance of the Amended and Restated Portfolio Loan Facility was $387.7 million (the “Principal Debt”) and $5.5 million of new funding (“Additional Loan Proceeds”; the Additional Loan Proceeds together with the Principal Debt are the “Maximum Facility Amount”) was available for future disbursement, subject to certain terms and conditions contained in the loan documents. As of March 31, 2026, the Amended and Restated Portfolio Loan Facility has two additional 12-month extension options available pursuant to the loan agreement, subject to certain terms and conditions contained in the loan documents. The borrowers under the Amended and Restated Portfolio Loan Facility (the “Amended and Restated Portfolio Loan Facility Borrowers”) are required to paydown a portion of the loan such that the Maximum Facility Amount is not greater than (i) $420.0 million on or before December 31, 2025, (ii) $300.0 million on or before December 31, 2026 and (iii) $150.0 million on or before December 31, 2027. In connection with the paydown provisions, the loan requires the sale of Counted Projects (defined below), from time to time, such that the Company does not own more than five Counted Projects as of December 31, 2025, four Counted Projects as of December 31, 2026 and three Counted Projects as of December 31, 2027. The Counted Projects are the Portfolio Loan Properties (defined below) and Accenture Tower. Following the release of Sterling Plaza in connection with its disposition on July 11, 2025, the Amended and Restated Portfolio Loan Facility is secured by 60 South Sixth, Towers at Emeryville, Ten Almaden and Town Center (the “Portfolio Loan Properties”). For more information on this loan, see the 2025 Annual Report.

Through the normal course of operations, the Company has $1.2 billion of notes payable maturing and required principal paydowns during the 12-month period from the issuance of these financial statements. Considering the current commercial real estate lending environment and the ongoing required loan paydowns and loan maturity schedule, this raises substantial doubt as to the Company’s ability to continue as a going concern for at least a year from the date of the issuance of these financial statements. In order to refinance, restructure or extend the Company’s maturing debt obligations, the Company has been required to (i) reduce the loan commitments and/or make paydowns on certain loans and (ii) commit to sell real estate assets, and the Company may be required to make additional reductions to loan commitments and paydowns on the loans maturing during the next 12 months in order to refinance, restructure or extend those loans. As a result of reductions in loan commitments and paydowns, requirements contained in the Company’s loan agreements and the ongoing liquidity needs in the Company’s real estate portfolio, the Company may be required to sell assets into a challenged real estate market in an effort to manage its liquidity needs. Selling real estate assets in the current market may result in a lower sale price than the Company would otherwise obtain. Additionally, the Company may relinquish ownership of one or more secured properties to the mortgage lender. Elevated interest rates, reductions in real estate values and future tenant turnover in the portfolio will have a further impact on the Company’s ability to meet loan compliance tests and may further reduce the available liquidity under the Company’s loan agreements. See also, Note 2, “Going Concern.”

As of March 31, 2026, the estimated fair value of The Almaden was less than the outstanding mortgage debt that had a maturity date of May 1, 2026. Subsequent to March 31, 2026, the maturity date of The Almaden Mortgage Loan was further extended to August 1, 2026.

During the three months ended March 31, 2026 and 2025, the Company’s interest expense related to notes payable was $25.0 million and $28.3 million, respectively, which excludes the impact of interest rate swaps put in place to mitigate the Company’s exposure to rising interest rates on its variable rate notes payable. See Note 9, “Derivative Instruments.” Included in interest expense was the amortization of deferred financing costs of $3.4 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, $7.3 million and $0.7 million of interest expense were payable, respectively.

The following is a schedule of maturities, including principal amortization payments, for all notes payable outstanding as of March 31, 2026 (in thousands):


April 1, 2026 through December 31, 2026	$	917,908
2027	327,500
2028	—
2029	—
2030	—
Thereafter	—
	$	1,245,408

The Company’s notes payable contain financial debt covenants. As of March 31, 2026, the Company believes it was in compliance with the financial debt covenants under its notes payable. As of March 31, 2026, the Company did not meet one of the leasing requirements related to the Amended and Restated Portfolio Loan Facility; however, such leasing requirement does not constitute an event of default unless there are two consecutive quarters of non-compliance. The Company’s loan agreements contain cross default provisions, including that the failure of one or more of the Company’s subsidiaries to pay debt as it matures under one debt facility may trigger the acceleration of the Company’s indebtedness under other debt facilities. As of March 31, 2026, the Almaden Mortgage Loan, the Modified Portfolio Revolving Loan Facility, the Amended and Restated Portfolio Loan Facility, the 3001 & 3003 Washington Mortgage Loan, the Accenture Tower Loan and the Carillon Mortgage Loan are subject to cash sweep arrangements, whereby each month the excess cash flow from the properties securing the loan is deposited into a cash management account held for the benefit of the Company’s lenders. Generally, excess cash flow means an amount equal to (a) gross revenues from the properties securing the facility less (b) an amount equal to principal and interest paid with respect to the associated debt facility, operating expenses of the properties securing the facility and in certain cases and for certain loans a limited amount of REIT-level expenses. In certain cases, the Company may request disbursements from the cash management accounts to fund capital or operating shortfalls at the underlying assets. Amounts held in the cash management accounts at each reporting period are included in restricted cash in the accompanying consolidated balance sheets.

Recent Financing Transactions

Modified Portfolio Revolving Loan Facility

On October 17, 2018, certain of the Company’s indirect wholly owned subsidiaries (the “Modified Portfolio Revolving Loan Borrowers”) entered into a loan facility (as subsequently modified and amended, the “Modified Portfolio Revolving Loan Facility”) with U.S. Bank National Association, as administrative agent (the “Modified Portfolio Revolving Loan Agent”). The current lenders under the Modified Portfolio Revolving Loan Facility are U.S. Bank National Association, Regions Bank, Citizens Bank, City National Bank and Associated Bank, National Association (the “Modified Portfolio Revolving Loan Lenders”).

On January 27, 2026, the Company, through the Modified Portfolio Revolving Loan Borrowers, entered into a fourth modification agreement (the “Fourth Modification Agreement”) with the Modified Portfolio Revolving Loan Agent and the Modified Portfolio Revolving Loan Lenders to extend the maturity date of the Modified Portfolio Revolving Loan Facility up to March 25, 2026 (the “Extended Maturity Date”), subject to the satisfaction of certain terms and conditions contained in the Fourth Modification Agreement. Upon satisfaction of additional terms and conditions contained in the Fourth Modification Agreement, the maturity date of the Modified Portfolio Revolving Loan Facility could be further extended up to, but no later than, April 15, 2026.

On March 31, 2026, in connection with the disposition of Gateway Tech Center and pursuant to the Fourth Modification Agreement, the Modified Portfolio Revolving Loan Borrowers used the net sales proceeds of $48.1 million from the sale of Gateway Tech Center to (i) paydown the outstanding principal of the Modified Portfolio Revolving Loan Facility by $47.5 million and (ii) fund $0.6 million into the cash management account established for the Modified Portfolio Revolving Loan Facility.

After the pay down of the loan from the sale of Gateway Tech Center on March 31, 2026, the aggregate outstanding principal balance of the Modified Portfolio Revolving Loan Facility was approximately $157.6 million, and $2.8 million of the holdbacks on the Modified Portfolio Revolving Loan Facility were available for future disbursement, subject to certain terms and conditions contained in the loan documents. Following the release of Gateway Tech Center on March 31, 2026, the Modified Portfolio Revolving Loan Facility is secured by 515 Congress and 201 17th Street (the “Modified Portfolio Revolving Loan Properties”).

Additionally, pursuant to the Fourth Modification Agreement, with respect to the Modified Portfolio Revolving Loan Properties, the Company agreed (i) to limit the amount of asset management fees that may be paid by the Company to the Advisor, to 90% of the asset management fees associated with the Modified Portfolio Revolving Loan Properties (with the remaining 10% of the asset management fees associated with the Modified Portfolio Revolving Loan Properties being deferred until the obligations under the Modified Portfolio Revolving Loan Facility have been paid in full) and (ii) that the Company will not pay any disposition fees to the Advisor related to the Modified Portfolio Revolving Loan Properties without the consent of the required lenders, except, provided no event of default has occurred and is continuing under the Modified Portfolio Revolving Loan Facility, payment of disposition fees in an amount not to exceed 0.65% of the contract sales price of the Modified Portfolio Revolving Loan Properties (with any remaining disposition fees payable to the Advisor related to the Modified Portfolio Revolving Loan Properties being deferred until the obligations under the Modified Portfolio Revolving Loan Facility have been paid in full).

On April 2, 2026, the Company, through the Modified Portfolio Revolving Loan Borrowers, entered into a fifth modification agreement (the “Fifth Modification Agreement”) with the Modified Portfolio Revolving Loan Agent and the Modified Portfolio Revolving Loan Lenders. See Note 14, “Subsequent Events – Fifth Modification of the Modified Portfolio Revolving Loan Facility,” for information regarding the Fifth Modification Agreement. Also see the 2024 Annual Report for additional information about this loan.