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Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2026
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2.
Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with Rule 10-01 of Regulation S-X and reflect all adjustments, consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the financial results for the interim periods presented. Accordingly, these Financial Statements should be read in conjunction with the Company’s annual audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). When necessary, certain reclassifications are made to prior period financial information to conform with current period presentation. All dollar amounts in the Financial Statements and tables in the notes are stated in thousands of dollars unless otherwise indicated.

Results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results of operations that will be realized for the year ending December 31, 2026.

Consolidation

 

The Financial Statements include the accounts of the Company, its wholly owned subsidiaries, and the variable interest entities (“VIEs”) described below for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation.

 

We consolidate a VIE when we are the primary beneficiary of the entity. In determining whether the Company is the primary beneficiary of an entity, the Company applies a qualitative approach to determine whether it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity.

 

OpCo

 

Members with equity at risk in OpCo lack the authority, through voting or similar rights, to direct the activities that most significantly affect OpCo’s economic performance; therefore, OpCo is considered a VIE. As OpCo’s managing member, we operate and control all of its business and affairs and also have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. The Company has determined it is the primary beneficiary and consolidates OpCo within its unaudited condensed consolidated financial statements.


Reverse 1031 exchange

 

In September 2026, the Company acquired properties through a reverse like-kind exchange under Section 1031 of the Internal Revenue Code (a “reverse 1031 exchange”), in which legal title to the acquired properties is held by an Exchange Accommodation Titleholder (“EAT”) until the exchange is completed. The EAT is a VIE as it lacks sufficient equity at risk to finance its activities because we funded the acquisition cost through secured, non-interest-bearing promissory notes. As manager of the EAT, we direct its most significant activities and have the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. The Company has determined it is the primary beneficiary and consolidates the EAT within its unaudited condensed consolidated financial statements.

 

The EAT’s assets consist primarily of the acquired property, which the Company operates under a property management agreement with the titleholder entities. Because that arrangement is a management agreement rather than a lease, it is not accounted for under Accounting Standards Codification (“ASC”) Topic 842. The agreement terminates on the earliest of (i) transfer of the properties to the Company or an affiliate, (ii) transfer of the EAT ownership interests to the Company or an affiliate, or (iii) 180 days after legal title transfers to the EAT. The acquired properties are recorded at cost, and no gain or loss was recognized on consolidation.

The assets of the consolidated titleholder entities may be used only to settle those entities’ obligations, and their creditors have no recourse to the general credit of the Company. The Company’s maximum exposure to loss is limited to the carrying amount of the acquired properties. As of September 30, 2026, the consolidated EAT held assets of approximately $243.5 million. Refer to Note 4 — Asset Acquisitions for additional information.

Segment Information

The Company operates in a single operating and reportable segment. All of our assets are located in the United States. ASC Topic 280, Segment Reporting, defines characteristics of operating segments as being components of an enterprise in which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance. The Company’s one segment approach is consistent with the reporting structure of the Company’s internal organization, as well as with the financial information used by the Company’s CODM. The Company’s CODM is the Chief Executive Officer who allocates resources and assesses performance based upon financial information at the consolidated level. The financial measure regularly provided to the CODM that is most consistent with U.S. GAAP is net income, as presented on the condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. Total expenditures for additions to long-lived assets are reported on the condensed consolidated statements of cash flows. The Company presents all of its significant segment expenses and other metrics which are regularly provided to the CODM and used by the CODM to make decisions regarding the Company’s business, including resource allocation and performance assessment in the condensed consolidated statements of operations. The CODM does not receive additional expenses other than those presented within the condensed consolidated statements of operations.

Significant Accounting Policies

As of September 30, 2026, our significant accounting policies are consistent with those discussed in Note 2 — Summary of Significant Accounting Policies included in Part II, Item 8 of our 2025 Form 10-K. There were no significant updates or revisions to our accounting policies during the three and nine months ended September 30, 2026.

Recent Accounting Pronouncements Not Yet Adopted

In January 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03 and does not change its underlying disclosure requirements. ASU 2024-03 requires tabular disclosure of specified natural expenses within certain income statement expense captions, a qualitative description of amounts not separately disaggregated, and disclosure of our definition and total amount of selling expenses. We plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily effective for annual periods beginning after December 15, 2026. The adoption

of ASU 2024-03 is not expected to have any effect on the Company’s financial position, results of operations or cash flows as it modifies disclosure requirements only.

In December 2025, FASB issued ASU 2025-12, Codification Improvements, which includes updates for a broad range of Accounting Topics arising from technical corrections, unintended application of the Codification, clarifications and other minor improvements. We plan to adopt this guidance and comply with the disclosure requirements when it becomes mandatorily effective for annual periods beginning after December 15, 2026. We are currently assessing the impact of this standard on our Financial Statements and related disclosures.