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Presentation

Operator: Greetings, and welcome to Gladstone Commercial Corporation First Quarter Earnings Call. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to Mr. David Gladstone, Chairman of Gladstone Commercial Corporation. Thank you, Mr. Gladstone, you may begin.

David Gladstone: Well, thank you so much for that nice introduction, and thanks to all of you guys on the phone for calling in today. I want to tell you, we do enjoy the time we have with you and on the phone even, and I wish we had more time to talk. But let’s start out with Catherine Gerkis. She is our Director of Investor Relations, to provide a brief disclosure regarding certain regulatory matters that always impact everything we say. So Catherine, go ahead.

Catherine Gerkis: Thanks, David. Good morning. Today’s call may include forward-looking statements, which are based on management’s estimates, assumptions and projections. There are no guarantees of future performance, and actual results may differ materially from those expressed or implied in these statements due to various uncertainties, including the risk factors set forth in our SEC filings, which you can find on the Investor page of our website, gladstonecommercial.com. We assume no obligation to update any of these statements unless required by law. Please visit our website for a copy of our Form 10-Q and earnings press release for more detailed information. You can also sign up for our e-mail notification service and find information on how to contact our Investor Relations department.

We are also on X@gladstonecomps as well as Facebook and LinkedIn. Keyword for both is the Gladstone Companies. Today, we’ll discuss FFO, which is funds from operations, a non-GAAP accounting term defined as net income, excluding the gains or losses from the sale of real estate and any impairment losses on property plus depreciation and amortization of real estate assets. We may also discuss core FFO, which is generally FFO adjusted for certain other nonrecurring revenues and expenses. We believe these metrics can be a better indication of our operating results and allow better comparability of our period-over-period performance. Now let’s turn the presentation to Buzz Cooper, Gladstone Commercial’s CEO and President.

Arthur Cooper: Thank you, Catherine, and thank you all for joining today’s call. We are pleased to update you on our results for the quarter ended March 31, 2026, our current portfolio and our 2026 outlook. During the quarter, we renewed or leased over 773,000 square feet of industrial and 32,000 square feet of office, resulting in an increase in straight-line rent of over $86,000 annually. We did not sell any properties in Q1 ’26, but we did sell a portion of one parcel of land with a gain on sale of approximately $1.8 million. As we have discussed in the past, we remain steadfast in several key focus areas, growing our industrial concentration, adding value in our existing portfolio through renewals, extensions and strategic capital investments and disposing of noncore assets and strategically redeploying those proceeds into quality industrial assets.

By executing on these focus areas, we expect to achieve increased portfolio WALT, strong occupancy rates, straight-line rental growth across the portfolio and a decreased cost of capital. Our asset management team continues to effectively manage the existing portfolio as evidenced by 100% collection of rents — of cash-based rents for the period, 98.7% occupancy across the portfolio, 7.3-year average remaining lease term. Each of these milestones is a testament to the mission-critical nature of the assets in our portfolio, the quality of the tenant credit in the portfolio and our underwriting capabilities. We are grateful to our lenders for their continued trust and partnership with us. These long-standing relationships are critical to our continued investment in the current portfolio and the addition of mission-critical industrial assets going forward.

In short, our relationship with our tenants, the capital market community and our financial capacity have allowed us to execute upon our focus areas at a high level. Looking ahead to 2026, we remain focused on evaluating opportunities for high-quality industrial assets that are mission-critical to tenants and industries and accretive to our long-term strategy. As I mentioned, we’re working toward our near-term goal of [ 70% ] industrial annualized straight-line rent. We look to achieve this goal and push past it during the year. While we do not have a time line for the disposition of all of our office properties, we are keenly focused on growing the industrial concentration of our portfolio. At the same time, we will continue to work with our existing tenants to extend leases, capture mark-to-market opportunities, support tenant growth through targeted expansions, capital improvement initiatives and build-to-suit opportunities.

While we remain aware of the challenging office environment, we will be strategic and intentional in evaluating our specific portfolio, seeking opportune times to dispose of office and noncore industrial as part of our continued capital recycling efforts. With the availability via our increased line of credit, access to private placement bond market, cash on hand and ability to raise money at our ATM, we are positioned to deploy capital into accretive industrial acquisitions and portfolio improvements. In closing, 2025 was a great year for the company, and the team is focused on continuing their efforts through the remainder of 2026. I will now turn the call over to Gary Gerson, our CFO, to review our financial results for the quarter and liquidity position.

Gary Gerson: Thank you, Buzz. I’ll start my remarks regarding our financial results this morning by reviewing our operating results for the first quarter of 2026. All per share numbers referenced are based on fully diluted weighted average common shares. FFO and core FFO per share available to common stockholders were both $0.35 per share, respectively, for the quarter. FFO and core FFO available to common stockholders during the same period in 2025 were both $0.34 per share, respectively. Same-store lease revenue increased by 1% in the 3 months ended March 31, 2026, over the same period in 2025 due to an increase in recovery revenue from property operating expenses and an increase in rental rates from leasing activity subsequent to the quarter ended March 31, 2025.

Our first quarter results reflected total operating revenues of $41.9 million with operating expenses of $25.2 million as compared to operating revenues of $37.5 million and operating expenses of $23.9 million for the same period in 2025. Operating revenues were higher in 2026 due to an increased portfolio size, increased recovery revenues and higher rental rates. Expenses were higher in the first quarter of 2026 versus the same period in 2025, mainly due to higher depreciation from a larger portfolio, partially offset by crediting back all the incentive fee in the first quarter of 2026. At the end of the quarter, we had one small industrial property in Charlotte, North Carolina, held for sale. As of today, we have $17.9 million of loan maturities in 2026 and $35.2 million of loan maturities in the first quarter of 2027.

At the end of the quarter, we had $34.3 million of revolver borrowings outstanding. Looking at our debt profile, as of March 31, 48% was fixed rate, 48% was hedged floating rate and 4% was floating rate, which is the amount drawn on our revolving credit. As of March 31, our effective average SOFR was 3.68%. Our outstanding bank term loans are all hedged to maturity with interest rate swaps. We continue to monitor interest rates closely and update our hedging strategy as needed. During the 3 months ended March 31, 2026, we did not sell any shares of common stock under our ATM. We continue to manage our equity activity to ensure that we have sufficient liquidity for upcoming capital requirements and new acquisitions. As of today, we have approximately $7.8 million in cash and $77 million of availability under our line of credit.

We encourage you to review our quarterly financial supplement posted on our website, which provides more detailed financial and portfolio information for the quarter. Our common stock dividend is $0.30 per share per quarter or $0.10 per month or $1.20 per year. And now I’ll turn the program back to David.

David Gladstone: Thank you, Gary. That was a good one and [ that was good from also ] Catherine. Team continues to perform very, very well. Overall, a very nice quarter for us, like we’ve done for many quarters in the past. So for those of you who like quarterly dividends, this is a great company to buy into [Technical Difficulty] 773,000 square feet of industrial and 32,000 square feet of office. We sold a portion of land parcel, which gave us a gain on sale of about $1.78 million. Gladstone Commercial’s team is growing. Real estate, we own and a good place to be, and the team is doing a great job managing the properties, especially during these challenging times. The good news is we have some very good properties and they’re rented to some great tenants.

Our team has strong professionals continuing to pursue potential quality properties on the list of acquisitions we have and are reviewing. Our acquisition team is seeking strong credit tenants. That’s the key. But let’s stop here and ask the operator to come on board and help us listen to some questions from some of the people on the phone. Operator?

Operator: [Operator Instructions] Our first question comes from the line of Craig Kucera with Lucid Capital Markets.

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Craig Kucera: You were pretty active this quarter on the leasing front. Can you talk about the leasing spreads you typically achieve during the quarter versus prior?

Arthur Cooper: In leasing spreads, Craig, are you referring to either plus up or down, in some cases, relative to rent or…

Craig Kucera: Yes. That’s relative to rent.

Arthur Cooper: Relative to rent. So as mentioned, we did have a plus up for the year — or excuse me, in the quarter. And most of that came from an industrial asset that we renewed. Certainly, we try to get mark-to-market as best as we can when that market is a plus up. We have addressed all of our leases for ’26. We have 3 or 4 outstanding that we need to work on, are working on. As I’ve mentioned in the past, we’re in front of all of our expiring leases from ’26 and ’27. Obviously, the main concern is our property down in Austin, and we are obviously working that hard. We have had some activity. And hopefully, we’ll have some more information on that in the not-too-distant future. But we always look to optimize what we can relative to where we are in the market and obviously, the tenants need within the building.

Craig Kucera: Got it. And you have a small — go ahead.

Arthur Cooper: Go ahead.

David Gladstone: [indiscernible] next go to Craig.

Craig Kucera: Okay, sure. So you did have a small sequential decline in occupancy from the fourth quarter. Was that in an office or an industrial property?

Arthur Cooper: It was in an office for a period — it’s going to be for a short period of time due to a building in Pennsylvania, the tenant downsized and beginning in the third quarter, that occupancy will be picked up by a new tenant that is in on a longer-term lease. We hope to expand them within the whole building, but that will come back up, if you will, once we hit the third quarter.

Craig Kucera: Got it. Okay. And I think last quarter, you thought you might close on maybe a $10 million property this quarter. Is that still in the mix? And kind of what’s your near-term appetite and pipeline for acquisitions?

Arthur Cooper: Sure. We have 2 transactions currently that we are working on that we do believe will close within this quarter, both industrial and use of proceeds from the sale of one of our buildings we’ve referenced in the past that, in fact, is very accretive for us, both the straight line and current rent on that transaction doubles. So it’s very accretive to us. The pipeline, there’s a lot of competition, as everyone knows. We look to differentiate ourselves via our underwriting as well as performance. There’s been a little bit of a slowdown starting to come back now as things do coming out of the first quarter acquisitions. Obviously, the private credit is a little in flux. So people are looking back at sale leasebacks as a way to finance their operations. So we anticipate a more robust second and third quarter.

Craig Kucera: Okay. Great. And just circling back to the Austin property, is that GM lease, is that expiring in the second half of ’26? And I guess, kind of when you think about the lease expirations you have ahead of you in ’26 and ’27, can you give us a sense of the mix between office and industrial?

Arthur Cooper: Sure. And that lease there in Austin expires 12/31 of ’26. So we will have addressed this prior to that — as we move through that building, I trust. In the ’26 lease expirations, we have one sale that will occur, as Gary mentioned, held for sale. Then the office building I mentioned where the tenant is taking over 7/1 of ’26. The other 3, 2 are office. They’re in the process of renewal. One is with the U.S. government, of which they’re obviously, with the shutdown and so forth is they’re still paying, but thrown back the completion of the renewal there. And in one building, there will be a bit of a downsize with the tenant taking 50% of the building, 50% plus. And then going into ’27, we have, again, as we always will, been in contact with all the tenancy.

Some of them have fixed renewal right and notices. We feel confident that we’ll have positive results coming out of that and some have already been renewed. So we’re working them hard. But again, the office and industrial side of that, one industrial, absolutely, I’m certain that’s going to renew for 245,000 square feet. Another one for 240 industrial, that’s going to renew. Our office would be Delta down in Atlanta. We are in discussions with them on renewal as well as we are showing the space. They’re very slow to make a decision. Again, we’re pushing out until 12/31 of ’27. So it’s a mix currently of approximately 60-40, 60% is industrial, 40% office.

Operator: Our next question comes from the line of David Storms with Stonegate.

David Storms: To start with the parcel sale in the quarter. Just curious, is this a structural shift? Is this opportunistic? And maybe what’s kind of the profile of a buyer that would come in for a parcel? Does it vary by geography? Or is there a typical kind of buyer you would see here?

Arthur Cooper: David, I’m sorry, I missed the first part of your question. Who — what’s the profile of the buyer?

David Storms: Yes, apologies. Just around the parcel sales, maybe what’s the profile of a buyer that would come in for a parcel sale? And is this something that was just opportunistic? Or are you starting to look at this with more intent?

Arthur Cooper: It was opportunistic. In fact, the municipality came in, wanted that strip of land, if you will, to the back and not used by the property, to put in a bike path.

David Storms: Understood. That’s perfect. And then just curious, you mentioned some of the macro stuff and some of the challenges in underwriting as well. Just curious as to how your underwriting processes have changed, maybe how you’re evaluating tenants with their maybe energy needs in relation to AI, gas or geopolitical exposure, anything like that?

Arthur Cooper: As you have heard consistently, we have not changed our credit underwriting and won’t, which is one reason our occupancy within our portfolio has always been so strong. We have not had any tenants ask for relief. And as we stay in front of our tenants, we do quarterly reviews and annual where appropriate. So we have not seen a drop in credit quality. We have 2 or 3 that we keep an eye on. However, they’ve been improving. And again, no miss rental payments and no ask for relief. So we will stick to our knitting as it relates to our underwriting.

David Storms: Understood. That’s great commentary. And one more. It sounds like in the last round of questions, you had mentioned you’re seeing maybe more sale-leaseback transactions. Is there a particular type of tenant that you’re seeing this in? Just trying to maybe gauge what kind of momentum there would be for these kind of transactions?

Arthur Cooper: Well, as you know, we look for mission-critical real estate, obviously, in the industrial side of the business. And with that comes manufacturing. We’re not looking for big box distribution per se. At the right cap rate, we would look hard at it. But we are looking for those properties that have heavy bolt-down cost, heavy equipment within the building which leads to, obviously, the tenant very expensive to move. So they’re industrial in nature and manufacturing with heavy need within the building, whether it’s cranes or production lines or so forth. So that’s what we look for.

Operator: Our next question comes from the line of John Massocca with B. Riley.

John Massocca: Apologies if I missed this earlier in the call. Can you lay out kind of what the kind of brackets on the acquisition pipeline are and kind of what you’re seeing in terms of the cap rate environment?

Arthur Cooper: Sure, John. And the brackets around — we’re not going to, as I mentioned, move our credit requirements within the analysis of the tenant. We are looking at deals in the [ mid-6.5 ] cap going in. There’s a great deal of competition, and I know our competitors have referenced that as well. I think one of the differentiating points for us is we do what we say we’re going to do. We don’t look to get into a deal and then try to make a deal. We’re going to stick to what we commit to do. We’re going to do our underwriting. We’re going to stick to our underwriting. And the profile is, again, middle market companies in hopeful locations where we see some value out of the real estate as evidenced by one of the properties we’re holding for sale.

So we’re going to continue as we have in the past. And one of the places, I believe, where we have some opportunity to take advantage are portfolio tenants at the moment that are looking to expand that we can provide the capital to expand, so we can keep them in our portfolio.

John Massocca: Any change to the size of the pipeline versus the 4Q earnings call — at the time of the 4Q earnings call?

Arthur Cooper: No. It’s — we’re always in the range of $300 million to $350 million under review. We have 2 LOIs — actually 3 LOIs currently for approximately $87 million. So it generally remains in that $300 million on an ongoing basis, and we’re under reviewing currently 13 opportunities.

John Massocca: And maybe in light of the kind of comments on potential tenants or tenants moving back to favoring the sale-leaseback model. I mean, was your tenant base or kind of targeted acquisition base using the private capital that was out there using kind of the private lending funds that was out there? Was that a competing source of kind of capital versus you all? Or is — if those vehicles kind of pull back, do you think it impacts your investments both yields and/or kind of the amount of acquisition volume you can do?

Arthur Cooper: I don’t believe that it is a great competitor to us, honestly. They’re always going to find some owe money that will go chase deals, but those don’t work for us as it relates to return as well as the type of tenancy they might end up with. Again, as evidenced by our performance over 20-plus years, we’re going to be thoughtful both in the type of tenancy, where it’s located, the fungibility of the real estate. And of course, as you’ve heard before, it’s credit first and credit second and the real estate as we get into the analysis of our deals.

John Massocca: Okay. And then anything onetime to kind of be aware of in the 1Q results? I just thought I saw a little bit of accelerated rent, but I wanted to kind of confirm that?

Gary Gerson: No, there’s — John, there’s no accelerated rent in Q1. I mean the only thing that’s you would call onetime event would be that sale of the parcel for the gain. That would pretty much be it. Otherwise, it’s a pretty standard quarter.

Operator: Our next question is a follow-up question from the line of David Storms.

David Storms: Apologies. I did not meant it.

David Gladstone: David, do you have another question?

David Storms: Apologies. I do not have another question. I’m not too sure I got back in queue.

David Gladstone: Okay. I don’t know. Next question from operator.

Operator: There are no further questions at this time. I’d like to turn the floor back over to Mr. Gladstone for closing comments.

David Gladstone: That’s really sad. We like to have lots of questions, but we get 3 or 4, and that’s about it. We’ve got to get a different ownership base that ask us a lot of questions. So right now, we’re — you might say we’re fat and happy. Everything is working as it should work, and we’ve got some really interesting things we’re working on. So with that, I’ll close it down and say thank you all for tuning in, and we’ll see you again next quarter.

Operator: Ladies and gentlemen, thank you for your participation. This does conclude today’s teleconference. Please disconnect your lines, and have a wonderful day.

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