Subsequent Events

6 Months Ended

Jun. 30, 2026

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Proposed Merger

On July 19, 2026, the Company, Leopard REIT LLC, a Delaware limited liability company (“Parent”), and Leopard Merger Sub LLC, a Maryland limited liability company and a wholly owned indirect subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (the “Surviving Entity” and such merger, the “Merger”). Upon completion of the Merger, the Surviving Entity will be wholly-owned by Parent (other than in respect of the outstanding Series C Preferred shares). The Merger and the other transactions contemplated by the Merger Agreement were unanimously approved and declared advisable by the Company’s Board of Trustees.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common share of the Company issued and outstanding as of immediately prior to the Effective Time (other than certain excluded shares described in the Merger Agreement) will be automatically cancelled and converted into the right to receive an amount in cash equal to $61.20 per share, without interest. At the Effective Time, each 6.50% Series C Preferred share issued and outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive one Surviving Entity Series C preferred unit.

During the period beginning on the date of the Merger Agreement and continuing until August 28, 2026 (the “Go-Shop Period”), the Company has the right to solicit competing proposals subject to the restrictions set forth in the Merger Agreement. If any third party submits a written competing proposal that the Company’s Board of Trustees determines in good faith constitutes or could reasonably be expected to lead to a superior proposal prior to the end of the Go-Shop Period and the Company terminates the Merger Agreement, all in accordance with the provisions of the Merger Agreement, then the termination fee payable by the Company to Parent would be approximately $54.1 million. Additional restrictions on the Company’s ability to solicit or engage on other proposals is set forth in the Merger Agreement.

The consummation of the Merger is subject to certain customary closing conditions, including shareholder approval. Pursuant to the terms of the Merger Agreement, the Company has agreed to suspend payment of its regular common share quarterly dividend, effective immediately, subject to certain exceptions set forth in the Merger Agreement. The Merger Agreement permits the Company to make regular quarterly dividends on the Series C Preferred shares.

Additional Events

Subsequent to June 30, 2026, the Company:

•Sold one warehouse facility for $51,000 which was held for sale as of June 30, 2026.

•Subsequent to June 30, 2026, the Company had net borrowings of $55,000 under its revolving credit facility. As of July 29, 2026, the outstanding balance on the revolving credit facility was $70,000.