v3.26.3
Subsequent Events (Tables)
9 Months Ended
Sep. 30, 2026
Subsequent Events  
Summary of Number of Shares Sold and Its Aggregated Consideration Under Trust's Continuous Private Offering

The following table details the shares sold:

 

Title of Securities

 

Number of
Shares Sold

 

 

Aggregate
Consideration

 

Class A Common Shares

 

 

—

 

 

$

—

 

Class F Common Shares

 

 

611,363

 

 

$

12,967

 

Class I Common Shares

 

 

2,261,376

 

 

$

47,480

 

Class E Common Shares

 

 

—

 

 

$

—

 

 

NMNL II Portfolio

On October 15, 2026, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with NMNL II. Pursuant to the terms of the Purchase Agreement, the Company agreed to directly or indirectly acquire 100% of NMNL II’s assets (the “Portfolio”) through one or more mergers, asset acquisitions and/or other transactions, or any combination thereof (collectively, the “Transaction”), for a gross purchase price (excluding closing costs) equal to approximately $2.4 billion (the “Purchase Price”). The Portfolio is comprised of over 18 million square feet across 180 operationally critical, single-tenant, industrial net-leased real estate properties that are leased to 39 tenants and has a weighted average remaining lease term of approximately 15 years and weighted average annual rent escalators of 2.6%. The Purchase Price is payable by the Company in the form of cash, assumption of existing indebtedness and/or certain classes of the Company’s common shares equal to the portion of NMNL II investors that elect to receive shares in lieu of cash consideration.

Pursuant to the terms of the Purchase Agreement, the Company deposited approximately $24,165 into escrow on October 22, 2026, which will be applied against the Purchase Price at closing. In addition, the Purchase Agreement provides for a due diligence period, which is expected to expire on November 29, 2026, during which time the Company may, in its sole and absolute discretion and for any reason or no reason whatsoever, terminate the Purchase Agreement by giving written notice of termination to NMNL II and the escrow agent. The Transaction is expected to close on or about January 1, 2027, subject to customary closing conditions. There is no assurance that the Company will close the Transaction on the terms described above or at all.

The Company intends to finance the Transaction through a combination of cash on hand (which primarily consists of proceeds from the Company’s ongoing offering), assumption of approximately $1.3 billion of existing mortgage debt on the Portfolio, new borrowings and the issuance of shares to certain NMNL II investors that elect to roll their pro rata interest into the Company (rather than electing to receive cash as part of the Transaction).

The Transaction was approved by the Company’s Board of Trustees, including all of the independent trustees, subject to the receipt by the Company of a fairness opinion from an independent third party with respect to the Transaction.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

Amended Share Repurchase Plan

 

On November 4, 2026, the Board of Trustees of the Company amended the Company’s share repurchase plan (the “Amended Share Repurchase Plan”) to clarify that Anchor Shares may be submitted for repurchase under the share repurchase plan beginning in the fourth quarter of 2026, with December 31, 2026 being the first eligible Repurchase Date. No other changes were made to the share repurchase plan. The foregoing description of the Amended Share Repurchase Plan does not purport to be complete and is qualified in

its entirety by reference to the Amended Share Repurchase Plan, a copy of which is filed as Exhibit 4.1 to this Quarterly Report and incorporated herein by reference.