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On December 22, 2025, the Company, through the Operating Partnership, closed the sale of the equity interests (the “Transactions” or “Tower Sale”) of Vogue Towers II, LLC (“Vogue Towers II”), Towers II Holdco (“Towers II”) and SWIF II Investment Co. Towers I, LLC (“Towers I,” and, together with Towers II and Vogue Towers II, the “Disposed Companies”), which were wholly owned subsidiaries of the Operating Partnership, for a purchase price of $55,105,862, exclusive of closing costs. Prior to the closing of the Transactions, the Disposed Companies owned 100% of the fee simple interest in 48 towers with associated ground leases or easements, 68 tenant leases and other related assets. As described in further detail in each of the purchase agreements, the purchase prices were subject to certain customarily post-closing adjustments, including with respect to (i) the cash flows of the applicable Disposed Companies’ wireless tower assets as of the closing of the Transactions, (ii) prepaid costs related to certain of Towers II’s wireless tower assets under development, (iii) indebtedness and (iv) transaction expenses which are estimated in the sales price. In connection with the closing of the Transactions, the Company repaid $16,500,000 of the outstanding principal balance on the Sunflower Secured Credit Facility, which were partially secured by or allocated to the assets that were held by the Disposed Companies prior to the closing of the Transactions. 

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The purchase agreements contain customary representations, warranties and covenants. Subject to certain exceptions and limitations, the Company and the purchaser have agreed to indemnify each other for breaches of representations and warranties and covenants and other specified matters contained in the respective purchase agreements. The Company has also agreed to guarantee the payment and performance of the respective indemnification obligations.

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The purchase agreements contain restrictive covenants pursuant to which the Company shall not, for the five-year period following the closing of the Transaction, (a) solicit tenants of the Disposed Companies for the purpose of having the tenants terminate or not renew their leases for the purpose of entering new leases with the Company or its affiliates on properties located within one mile from any wireless tower of the Disposed Companies existing at the closing of the Transaction; and (b) correspond with landlords of any wireless tower of the Disposed Companies with respect to any wireless tower, or purchase, lease or acquire any interest in any real estate underlying any wireless tower of the Disposed Companies existing at the closing of the Transactions.

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In December 2025, the Company recognized a gain on sale of discontinued operations amounting to $13,994,152, which is calculated as follows:

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For the year ended December 31, 2024 and prior to the reclassification of the results of these Disposed Companies to income (loss) from discontinued operations, the Disposed Companies represented 34% of the Company’s revenues, 55% of the Company’s total expenses and 32%, of the Company’s total segment operating net income. The Transactions represented a strategic shift in the Company’s business and believes that it will have a major impact on its operations and financial results, and, as such, the Disposed Companies are reflected as discontinued operations for all the periods presented. The following table provides a summary of the assets and liabilities associated with these Disposed Companies as of December 31, 2024:

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The following table provides the results of the operations of these Disposed Companies:

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The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cashflows. The following table provides the key cash flow and non-cash information related to discontinued operations:

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