DEF 14A of NETSTREIT Corp., Apr 1, 2026

DEF 14A of NETSTREIT Corp.

Filed Apr 1, 2026 · FY20250001628280-26-022557

Open on EDGAR

  1. accompanying proxy statement carefully and to vote FOR the nominees proposed by the Board of Directors and

    accompanying proxy statement carefully and to vote FOR the nominees proposed by the Board of Directors and FOR the other proposals by following the voting instructions contained in the proxy statement. Sincerely,

  2. TABLE OF CONTENTS

    | Page | | | 38 | Policies and Practices Related to the Grant of Certain Equity Awards | | 38 | Pay Versus Performance | | 43 | Audit Committee Report | | 44 | Fees of Independent Accountants | | 45 | Certain Relationships and Related Party Transactions | | 46 | Ratification of Retention of Independent Registered Public Accounting Firm | | 47 | Advisory Vote on Executive Compensation | | 48 | Questions and Answers About the Annual Meeting | | 48 | Why did you send me this Proxy Statement? | | 48 | Who can vote at the Annual Meeting? | | 48 | How many shares must be present to conduct the Annual Meeting? | | 48 | What matters are to be voted on at the Annual Meeting? | | 48 | How does the Board recommend that I vote? | | 48 | How do I vote at the Annual Meeting? | | 49 | What does it mean if I receive more than one notice of internet availability of proxy materials? | | 49 | May I change my vote? | | 49 | What vote is required to elect directors and approve the other matters described in this Proxy Statement? | | 49 | What is the difference between holding shares as a stockholder of record and as a beneficial owner? | | 49 | How do I vote if my bank or broker holds my shares in “street name”? | | 50 | How many votes do I have? | | 50 | How will the votes be counted at the Annual Meeting? | | 50 | How will the Company announce the voting results? | | 50 | Who pays for the Company’s solicitation of proxies? | | 50 | What is “householding” and how does it work? | | 50 | How do I participate in the Annual Meeting? | | 51 | Stockholder Proposals and Nominations for 2027 Annual Meeting of Stockholders | | 52 | Other Matters | | A-1 | Appendix A — Reconciliation of Non-GAAP Financial Measures |

  3. Director Nominees

    Director Nominees

  4. Director Nominees

    | Name | Director Since | Board Committees | | | | | | | | Independent | Audit | Comp | Nominating | Investment | | Mark Manheimer | 2019 | | | | | | | Lori Wittman | 2019 | | | | | | | Michael Christodolou | 2020 | | | | | | | Heidi Everett | 2020 | | | | | | | Todd Minnis | 2019 | | | | | | | Matthew Troxell | 2019 | | | | | | | Robin Zeigler | 2020 | | | | | |

  5. Director Nominees

    Director Term: One Year = Chair of Board/Committee = Member of Committee

  6. •Pay program aligned with Company performance and

    •Pay program aligned with Company performance and business strategy. Our annual and long-term incentive plan performance measures are well aligned with our business strategy, correlative to total shareholder return, and intended to drive positive performance •Clawback of incentive compensation. Our clawback policy applies to all incentive-based cash and equity compensation granted to current and former executive officers •Robust stock ownership guidelines. We have adopted stock ownership guidelines that are applicable to all executive officers, including our Chief Executive Officer, and all non-employee directors. The stock ownership guideline for our CEO is six times his annual base salary and for our non-employee directors was increased from three times to four times the annual board retainer in February 2025 •Equity retention requirement. Until an individual subject to the stock ownership guidelines satisfies the applicable stock ownership requirement, he or she must retain 50% of the net shares issued upon exercise, vesting, settlement or earn-out of an equity award

  7. •Independent compensation consultant for the Compensation

    •Independent compensation consultant for the Compensation Committee. Our Compensation Committee has engaged Farient Advisors, LLC as its independent compensation consultant •Post-vest holding period required for performance awards. Any shares received upon vesting of performance stock units generally cannot be sold or transferred until one year following the vesting of such awards

  8. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED

    THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT. TABLE OF CONTENTS DIRECTORS AND MANAGEMENT

  9. Director Biographical Information

    Director Biographical Information The names of our directors, certain biographical information about our directors, and the experiences, qualifications or skills that the Nominating Committee considered when recommending the directors for nomination, are set forth below. Ages are as of March 17, 2026.

  10. Mark Manheimer

    Mark Manheimer Mr. Manheimer has served as our President, Chief Executive Officer and director since October 2019. Prior to that, Mr. Manheimer served as Chief Investment Officer of EB Arrow and Fund Manager of EB Arrow’s Single Tenant Net Lease Group from February 2018 to October 2019. From 2012 through 2016, Mr. Manheimer was Executive Vice President — Head of Asset Management of Spirit (NYSE: SRC), a REIT that invests primarily in single tenant net leased real estate. Mr. Manheimer was a member of Spirit’s Investment Committee and Executive Committee. Prior to Spirit, Mr. Manheimer was the Head of Sale Leaseback Acquisitions at Cole, a real estate investment services company, from 2009 to 2012. Mr. Manheimer previously worked at Realty Income Corporation (NYSE: O), a REIT that invests in free standing, single tenant commercial properties that are subject to triple net leases, underwriting net lease real estate transactions, at Patriarch Partners, a private investment firm, investing and managing distressed debt and equity investments, and at First Union Securities, a financial services firm, in their Leveraged Finance department. Mr. Manheimer holds a B.S. in Finance from the University of Florida and an M.B.A. from the University of Notre Dame. Mr. Manheimer’s industry experience, leadership abilities and strategic insight make him a valued member of the Board. Director, President, Chief Executive Officer and Secretary Age: 49 Board Committees: None

  11. Lori Wittman

    Lori Wittman Ms. Wittman has served as the Chair of the Board since October 2024, a director since December 2019 and served as our Interim Chief Financial Officer and Treasurer from November 2022 until April 2023. Since April 2023, Ms. Wittman has served as Executive Vice President and Chief Financial Officer of Aventine Property Group, Inc., a privately-held REIT. Ms. Wittman previously served as an advisor to Big Rock Partners Acquisition Corp. (“Big Rock”), a blank check company, from February 2020 until the closing of its business merger in May 2021. From September 2017 to February 2020, Ms. Wittman served as Chief Financial Officer and a member of the Board of Directors of Big Rock. From 2015 to 2017, Ms. Wittman was the Chief Financial Officer of Care Capital Properties, Inc. (NYSE: CCP), a public healthcare REIT with a diversified portfolio of triple net leased properties, which merged with Sabra Healthcare REIT, Inc. in 2017. Previously, Ms. Wittman was Senior Vice President of Capital Markets and Investor Relations at Ventas, Inc., a REIT focused on the healthcare sector from 2011 to 2015. Prior to her time at Ventas, Ms. Wittman served in a number of finance, accounting and capital markets related roles at various companies, including General Growth Properties, Big Rock Partners, LLC and Heitman Financial. Ms. Wittman was a director of IMH Financial Corporation (“IMH”), a real estate investment and finance company, from July 2014 until November 2020, and served as Chair of the Compensation Committee and as a member of the Audit Committee of IMH. Ms. Wittman has also served as a director of Global Medical REIT Inc. (NYSE: GMRE), a REIT engaged primarily in the acquisition of healthcare facilities, since May 2018, and currently serves as Chair of the Audit Committee and a member of the ESG Committee. Since January 1, 2025, Ms. Wittman has served as the lead independent director. Ms. Wittman served as a director of Freehold Properties, a real estate investment company, from May 2019 until March 2023 and served as the Chair of the Audit Committee during that time. Ms. Wittman received an M.B.A., Finance and Accounting from the University of Chicago, an M.C.P., Housing and Real Estate Finance from the University of Pennsylvania and a B.A. from Clark University. Ms. Wittman’s thorough knowledge of finance, accounting, capital markets, taxes, control systems and her experience with REITs make her a valued member of the Board. Chair of the Board Age: 67 Board Committees: •Audit Committee •Compensation Committee TABLE OF CONTENTS

  12. Michael Christodolou

    Michael Christodolou Mr. Christodolou has served as a director since August 2020. Mr. Christodolou is the Manager of Inwood Capital Management LLC, an investment management firm he founded in 2000. From 1988 to 1999, Mr. Christodolou was employed by Bass Brothers/Taylor & Company, an investment firm. Mr. Christodolou has served as a director of Lindsay Corporation (NYSE: LNN), a manufacturer of agricultural irrigation and transportation infrastructure products, since 1999 and served as Chair of the Board of Lindsay Corporation from 2003 to 2015. He currently serves as a member of Lindsay Corporation’s Audit Committee and Corporate Governance and Nominating Committee. From 2016 until it was acquired in 2017, Mr. Christodolou served on the Board of Directors of Omega Protein Corporation, a nutritional products company. From 2015 to 2016, Mr. Christodolou served on the Board of Directors of Farmland Partners, Inc. (NYSE: FPI), a REIT that acquires and owns high quality North American farmland. Mr. Christodolou also previously served on the Board of Directors of XTRA Corporation from 1998 until 2001 when it was acquired by Berkshire Hathaway Inc. Mr. Christodolou received an M.B.A. and a B.S. in Economics from the Wharton School. Mr. Christodolou’s knowledge of the investment and capital markets and his experience as a director of public companies make him a valued member of the Board. Director Age: 64 Board Committees: •Audit Committee (Chair) •Investment Committee

  13. Heidi Everett

    Heidi Everett Ms. Everett has served as a director since August 2020. Ms. Everett is the President and Chief Executive Officer of Star Cypress Partners, LLC, a management consulting company that she founded in 2012. Previously, Ms. Everett was Vice President of The Wentworth Group, a private equity firm, and a Board Director for the Stafford Family Foundation. Prior to that, Ms. Everett was Lead Associate at Booz Allen Hamilton, an information technology consulting firm, within the Strategy & Organization Team from 2004 to 2011. From 1999 to 2003, Ms. Everett served as a Captain in the United States Air Force. Ms. Everett received an M.B.A. in Strategy and Operations from Georgetown University — The McDonough School of Business and a B.S. in Biology from Duke University. Ms. Everett’s broad consulting experience, in particular in strategy and organizational development, change management and workforce development, gives her a unique perspective that makes her a valued member of the Board. Director Age: 48 Board Committees: •Compensation Committee •Nominating Committee TABLE OF CONTENTS

  14. Todd Minnis

    Todd Minnis Mr. Minnis has served as a director since October 2019 and served as Chair of the Board from October 2019 until October 2024. Mr. Minnis founded EB Arrow, a real estate investment platform specializing in retail property investment, in 2009 as its Managing Partner and served as its Chief Executive Officer from May 2009 until May 2023. Prior to EB Arrow, Mr. Minnis served as the Managing Director of Cypress Equities, the development subsidiary of The Staubach Company, from 2003 to 2009 and worked at The Staubach Company from 1992 to 2003. Mr. Minnis holds a B.S. in Economics and a B.A. in Foreign Languages from Southern Methodist University and an M.B.A. from the University of Texas at Austin McCombs School of Business. Mr. Minnis’ leadership, executive and business experience, along with over 25 years of experience in the commercial real estate investment industry make him a valued member of the Board. Director Age: 55 Board Committees: •Nominating Committee •Investment Committee (Chair)

  15. Matthew Troxell, CFA®

    Matthew Troxell, CFA® Mr. Troxell has served as a director since December 2019. From 1994 through December 2019, Mr. Troxell was a Managing Director of AEW Capital Management, LP (“AEW”), a real estate investment manager, where he served on both the Management and Risk Management Committees. He started and headed AEW’s Real Estate Securities Group, whose assets under management grew to $10 billion. As Senior Portfolio Manager, he was responsible for all of AEW’s U.S. and global REIT portfolios, and managed a team with offices in Boston, London, and Singapore. Prior to joining AEW, he was a Vice President of Landmark Land Company, a diversified real estate and financial services company, from 1984 to 1992. From 1980 to 1984, he was an equity securities analyst covering financials at A.G. Becker Paribas. Mr. Troxell received his B.A. in Economics from Tufts University and is a CFA charterholder. Mr. Troxell’s REIT investment experience and strategic insight make him a valued member of the Board. Director Age: 68 Board Committees: •Audit Committee •Compensation Committee (Chair) TABLE OF CONTENTS

  16. Robin Zeigler

    Robin Zeigler Ms. Zeigler has served as a director since July 2020. Ms. Zeigler has served as the Founder and Chief Executive Officer of MURAL Real Estate Partners, a commercial real estate services firm, since May 2022. Since January 2022, Ms. Zeigler has served as a trustee of RLJ Lodging Trust (NYSE: RLJ), a lodging REIT. Ms. Zeigler has also served as a director of JLL Income Property Trust (Nasdaq: ZIPTMX), a non- traded REIT since July 2021. From March 2016 to May 2022, Ms. Zeigler served as Chief Operating Officer, Executive Vice President of Cedar Realty Investment Trust (NYSE: CDR), an equity REIT. From 2015 to 2016, Ms. Zeigler served as Executive Vice President — Head of Operations of Penzance, a commercial real estate investment company. Prior to that, Ms. Zeigler served as Chief Operating Officer, Mid-Atlantic Region of Federal Realty Investment Trust (NYSE: FRT), an equity REIT, from 2004 to 2015. Earlier in her career, Ms. Zeigler served in various roles at KeyBank Real Estate Capital, Lendlease Real Estate Investments and Ernst & Young LLP. Ms. Zeigler received an M.B.A. in Real Estate from Georgia State University and a B.S. in Accounting from Florida A&M University. Ms. Zeigler’s real estate investment experience and public company experience make her a valued member of the Board. Director Age: 53 Board Committees: •Nominating Committee (Chair) •Investment Committee

  17. Criteria for Selection of Directors

    Criteria for Selection of Directors The Nominating Committee is responsible for (i) reviewing the structure, organization, function and composition of the Board and its committees and make recommendations to the Board regarding changes to the size and composition of the Board or any committee thereof, (ii) identifying, recruiting, screening, and interviewing individuals that the Nominating Committee believes are qualified to become Board members, and selecting, or recommending that the Board select, the director nominees to stand for election at each annual meeting of stockholders of the Company in which directors will be elected, (iii) considering potential director candidates validly recommended by the Company’s stockholders in the same manner as nominees identified by the Nominating Committee. Pursuant to our Corporate Governance Guidelines, directors should be able to read and understand financial statements, understand our industry and possess the highest personal and professional ethics, integrity and values. In considering candidates recommended by the Nominating Committee, the Board intends to consider such factors as: (i) current or recent experience as a senior executive of a public company or as a leader of another major complex organization; (ii) experience as a director of a public company; (iii) business and financial expertise; (iv) ability to make sound business judgments; (v) general understanding of the Company’s business; (vi) current or prior industry experience; (vii) current employment; (viii) diversity of thought, personal background, perspective, experience, skill, education, national origin, gender, race, age, culture and current affiliations; (ix) having sufficient time to devote to the affairs of the Company; and (x) ability to work constructively with other members and management (where appropriate) to accomplish and effect their duties.

  18. Board Meetings in 2025: 6

    Board Meetings in 2025: 6 Board Committee Meetings in 2025: Audit (4), Compensation (6), Nominating (4), Investment (4) Audit Committee In 2025, the Audit Committee held four meetings. The Audit Committee charter defines the Audit Committee’s principal functions, including oversight related to: TABLE OF CONTENTS •the integrity of our financial statements and financial reporting process; •the evaluation of the qualifications, independence and performance of our independent registered public accounting firm; •our accounting and financial reporting processes; •our systems of disclosure controls and procedures and internal control over financial reporting; •the performance of our internal audit functions; •our compliance with financial, legal and regulatory requirements; •the use of AI in accounting, financial reporting, and compliance governed through risk management, policies, processes, and controls; and •our overall risk assessment and management, including risks relating to data privacy, technology and information security and cybersecurity. The Audit Committee is also responsible for appointing, compensating, retaining, and overseeing an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans for and results of the audit engagement, approving services that may be provided by the independent registered public accounting firm, including audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees, and reviewing the adequacy of our internal accounting controls. The audit committee also will prepare the audit committee report required by SEC regulations to be included in our annual report. Our Audit Committee consists of three members, Michael Christodolou, Matthew Troxell, and Lori Wittman, with Mr. Christodolou serving as chair. Our Board has affirmatively determined that all directors serving on the Audit Committee meet the definition of “independent director” based on the standards of the NYSE, and satisfy the independence requirements of Rule 10A-3 of the Exchange Act. Our Board has also determined that (i) each member of the Audit Committee qualifies as an “audit committee financial expert” under SEC rules and regulations and (ii) each member of the Audit Committee is “financially literate” as the term is defined by NYSE listing standards. Compensation Committee In 2025, the Compensation Committee held six meetings. The Compensation Committee charter defines the Compensation Committee’s principal functions, including oversight related to: •annually review and approve our corporate goals and objectives with respect to compensation for our Chief Executive Officer and, at least annually, evaluating the Chief Executive Officer’s performance in light of those goals and objectives to set his or her annual compensation, including salary, bonus, fees, benefits, incentive awards and perquisites; •review and approve compensation of other executive officers, including salaries, bonuses, fees, benefits, incentive awards and perquisites; •review and approve new incentive compensation plans and equity-based plans and amendments to any existing plans; •annually evaluate and approve appropriate compensation for non- employee directors; •review and approve any clawback policy; •review and discuss with management our compensation discussion and analysis required by SEC regulations and recommending to the Board that such compensation discussion and analysis be included in our annual report; and •prepare the compensation committee report to be included in our proxy statement. Our Compensation Committee consists of three members, Matthew Troxell, Heidi Everett and Lori Wittman, with Mr. Troxell serving as chair. Our Board has affirmatively determined that all directors who serve on the Compensation Committee are independent under applicable NYSE rules and that each member of our Compensation Committee meets the definition of a “non-employee director” for the purposes of serving on our Compensation Committee under the Exchange Act. Through July 2025, the Compensation Committee again engaged Ferguson Partners Consulting L.P. (“FPC”) as its independent consultant. FPC reported directly to the Compensation Committee, which retained the sole authority to direct the work of, engage or terminate FPC. FPC conducted an analysis and provided advice on, among other things, our executive compensation, director compensation, and incentive plan design. As part of its analysis, FPC collected and analyzed compensation information from a peer group of comparable public companies and reported to the Compensation Committee. The Compensation Committee considered this report by FPC when making its determinations regarding executive compensation in 2025, as detailed below in the section titled “Compensation Discussion and Analysis — Peer Group Development Process and How We Used the Data.” In July 2025, the Compensation Committee engaged a new compensation consultant, Farient Advisors, LLC (“Farient”), a nationally recognized compensation consulting firm, as its independent consultant, replacing FPC. Farient reports directly to the Compensation Committee, which retains the sole authority to direct the work of, engage or terminate Farient. The mandate of Farient is to serve the Company and work with the Compensation Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, program design, market trends, and technical considerations. The Compensation Committee worked with Farient to review and update our peer group, provide a competitive market analysis of the base salary, annual cash incentive awards, and long-term incentive compensation of our executive officers compared to the compensation peer group and review other market practices and trends to inform our 2026 compensation program. Other than with respect to consulting on executive and director compensation matters, neither FPC nor Farient has performed other services for the Compensation Committee or the Company. The Compensation Committee has reviewed the independence of FPC and Farient in light of, among other things, SEC rules and NYSE listing standards regarding compensation consultants and has concluded that neither FPC's nor Farient’s work for the Compensation Committee raises any conflict of interest. Nominating Committee In 2025, the Nominating Committee held four meetings. The Nominating Committee charter defines the Nominating Committee’s principal functions, including oversight related to: •identifying and recommending candidates to fill vacancies on the Board and for election by the stockholders; •recommending committee assignments for members to the Board; •review and make recommendations to the Board regarding independence determinations; TABLE OF CONTENTS •consider and make recommendations to the Board regarding the Board’s leadership structure; •overseeing the development of executive succession plans; •facilitating the Board’s annual evaluation of the performance of the Board, its committees and individual directors; •overseeing environmental stewardship and social responsibility matters; and •developing and recommending to the Board appropriate corporate governance policies, practices and procedures for our company. Our Nominating Committee currently consists of three members, Robin Zeigler, Heidi Everett and Todd Minnis, with Ms. Zeigler serving as chair. Our Board has affirmatively determined that all directors who serve on the Nominating Committee are independent under NYSE listing standards. Investment Committee In 2025, the Investment Committee held four meetings. The Investment Committee’s principal functions include oversight related to investment policies

  19. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table presents information regarding the compensation earned or paid during fiscal year 2025 to our non-employee directors who served on the Board during the year. Directors who are employees of us or any of our subsidiaries do not receive any compensation for their services as directors.

  20. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Lori Wittman | 137,500 | 105,000 | 242,500 | | Michael Christodolou | 97,500 | 105,000 | 202,500 | | Heidi Everett | 85,000 | 105,000 | 190,000 | | Todd Minnis | 92,500 | 105,000 | 197,500 | | Matthew Troxell | 95,000 | 105,000 | 200,000 | | Robin Zeigler | 92,500 | 105,000 | 197,500 |

  21. Non-Employee Director Compensation

    (1)The amounts reported in this column represent the grant date fair value of the annual restricted stock unit (“RSU”) awards of 7,192 RSUs granted to each of our non-employee directors in 2025. The grant date fair value of each award was calculated in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the RSU awards, please see Note 11 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, each non-employee director held 7,192 unvested RSUs.

  22. Director Compensation Program

    Director Compensation Program Our Board has established a compensation program for our non-employee directors, which is comprised of the following: •Annual Cash Retainer: Annual cash retainer of $70,000, payable in quarterly installments in arrears (and prorated for partial service). •Chair Fees: The additional annual cash retainer amount of $50,000 is payable to either an independent Chair or a lead independent director. The Chairs of the Audit Committee, the Compensation Committee, the Nominating Committee, and the Investment Committee will receive additional annual cash retainers of $20,000, $15,000, $15,000, and $15,000, respectively. •Committee Fees: Non-Chair members of the Audit Committee, the Compensation Committee, the Nominating Committee, and the Investment Committee will receive additional annual cash retainers of $10,000, $7,500, $7,500, and $7,500, respectively. •Equity Awards: Annual award of RSUs with a value at grant of approximately $105,000 vesting on the first anniversary of the grant date, generally subject to continued service as a director through the vesting date. We also reimburse our directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including without limitation travel expenses in connection with their attendance in-person at Board and committee meetings. The Company has stock ownership guidelines with respect to non-employee directors. See “Compensation Discussion and Analysis — Governance and Other Considerations — Stock Ownership Requirements” for additional information.

  23. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of our specific annual, long-term and strategic goals, and which aligns executives’ interests with those of our stockholders by rewarding performance above pre-established goals, with the ultimate objective of improving stockholder value. The Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives at comparable companies. To that end, the Committee believes that the executive compensation packages provided by us to our named executive officers generally should include both cash- and equity-based compensation that rewards performance as measured against pre-established goals. Our pay-for-performance philosophy, as shown below, is evidenced by a significant portion of our Chief Executive Officer’s (84%) and Chief Financial Officer’s (75%) target compensation for 2025, as approved by the Committee in February 2025, being performance-based/at-risk. 16% Salary 16% Annual Cash Bonus 27% Annual Cash Bonus 25% Salary 27% Time-Based Equity

  24. CFO

    | ✓ | What We Do:X | What We Don’t Do: | | ✓ | We Pay for Performance: A substantial portion of our compensation is not guaranteed but rather is at risk in that it is linked to the achievement of key operating and financial goals as measured by clear pre-established metrics. For 2025, 84% of our CEO’s target compensation and 75% of our CFO’s target compensation was performance-based and/or at-risk. Performance- based equity for our CEO represents 60% of his annual long-term incentive opportunity (as compared to an average of only 45% in our peer group)X | No Automatic Salary Increases or Guaranteed Bonuses: We do not guarantee annual salary increases or bonuses and none of the employment agreements with our named executive officers contain such provisions. | | ✓ | We Balance Short-Term and Long-Term Incentives: Our incentive programs provide a balance of annual and longer-term incentives, including a variety of performance metrics that measure both absolute and relative performance.X | No Guaranteed Incentives: We do not provide multi-year guaranteed incentive awards for our named executive officers. |

  25. CFO

    | ✓ | What We Do:X | What We Don’t Do: | | ✓ | X | No Current Payment of Dividends or Dividend Equivalents on Unvested Awards: Dividend equivalents accrue during the vesting period and are only paid to the extent the underlying awards vest. | | ✓ | We Seek the Input of our Stockholders: Annually, we present our executive compensation to a “Say-on-Pay” vote by our stockholders.X | No Excessive Perquisites: We generally do not provide perquisites or personal benefits to our named executive officers. | | ✓ | We Seek Alignment with Our Stockholders: We require both our named executive officers and our directors to maintain a meaningful ownership stake in the Company through our stock ownership policy. We also design our executive compensation program to align with long-term objectives that support the creation of stockholder value.X | No Hedging or Pledging: We have policies that prohibit our directors, officers and employees from (1) entering into hedging or monetization transactions involving Company stock and (2) holding Company stock in a margin account or pledging Company stock as collateral for a loan. | | ✓ | We Align Compensation Practices with Market: As part of our annual review of executive compensation, we evaluate and consider market data for applicable peers.X | No Tax Gross-Ups: We do not provide tax gross-ups on any severance, change-in-control or other payments. | | ✓ | We Retain an Independent Compensation Consultant: Our Compensation Committee engages an independent compensation consultant to provide guidance on a variety of compensation matters.X | No Automatic Change in Control Acceleration: We do not provide “single-trigger” accelerated vesting of equity-based awards upon a change in control. See “— Potential Payments Upon Termination or Change in Control” below. |

  26. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant To assist with the analysis of executive compensation for fiscal year 2025, the Committee retained FPC as its independent compensation consultant through July 2025, and retained Farient in July 2025. FPC and Farient both report directly to the Committee, and the Committee has the sole authority to hire, fire and direct the work of both FPC and Farient. For fiscal year 2025, FPC advised the Committee on a variety of compensation-related issues, including: (1) evaluating the current executive compensation program design and assisting in structuring an executive compensation program that meets the objectives described above; (2) identifying the appropriate mix of compensation components, including base salary, short-term incentives and long- term incentives to ensure proper incentive alignment; (3) reviewing the compensation practices of other REITs in order to evaluate market trends and compare our executive compensation program and compensation for other senior employees with our competitors; and (4) assisting with developing a peer group of companies for formal compensation benchmarking purposes. Through review and consultation with FPC and Farient, the Committee assessed the independence of FPC and Farient in light of, among other factors, the independence factors established by the NYSE. As a result of this assessment, the Committee has determined that FPC's and Farient’s work raised no conflict of interest currently or during the 2025 fiscal year.

  27. Peer Group Development Process and How We Used the Data

    Peer Group Development Process and How We Used the Data The Committee reviews and makes adjustments to the composition of the peer group on an annual basis, or more often as deemed necessary, to account for changes in both our business and the businesses of the companies in the peer group. The Committee does not have a specific target compensation level TABLE OF CONTENTS for the named executive officers. Instead, we review data concerning practices at our peer group companies and within the REIT industry as a reference point to assist in developing programs that will attract and retain talent and drive company performance. In October 2024, the Committee, after considering stockholder feedback and using information provided by FPC, established the following peer group to be used in connection with making compensation decisions for 2025:

  28. Peer Group Development Process and How We Used the Data

    | 2025 Peer Group(1) | | | Agree Realty (ADC) | Getty Realty (GTY) | | Chatham Lodging Trust (CLDT) | Peakstone Realty Trust (PKST) | | Community Healthcare Trust (CHCT) | Plymouth Industrial REIT (PLYM) | | Essential Properties Realty Trust (EPRT) | Retail Opportunity Investments (ROIC) | | Four Corners Property Trust (FCPT) | Sila Realty Trust (SILA) | | FrontView FREIT (FVR) | Urban Edge Properties (UE) |

  29. Peer Group Development Process and How We Used the Data

    (1)In October 2025, the Committee approved the peer group to be used in connection with making compensation decisions for 2026. We removed Chatham Lodging Trust, Community Healthcare Trust, and Retail Opportunity Investments; and added Acadia Realty Trust, InvenTrust Properties, NNN REIT, and Whitestone REIT to the 2026 peer group. The 2025 peer group was established based on two parameters: (1) industry focus; and (2) size, as measured by a company’s total enterprise value and implied equity market capitalization. Specifically, the Committee’s selection process focused primarily on net lease and external growth oriented REITs and secondarily on other retail REITs (excluding regional malls), other REITs and geographic competitors, in each case of comparable size, with both total enterprise value and implied equity market capitalization generally between 0.25x and 3.0x of the Company’s then-current total enterprise value and implied equity market capitalization. Based on these criteria, the Committee added two companies, FrontView REIT and Sila Realty Trust. In addition, the Committee approved two triple-net lease free standing retail REITs as “structure peers” for 2025: NNN REIT, Inc. and Realty Income Corporation. The Committee uses both the peer group and the structure peers to assess the alignment of our executive compensation program structure with current market practices, but only the peer group is used to assess magnitude of compensation.

  30. Short-Term Incentive Program

    Short-Term Incentive Program Our executive officers generally are eligible for STI based on Company performance, with payment amounts determined by the Committee based on the Committee’s assessment of performance for the applicable year. The STI program is intended to focus the entire organization on meeting or exceeding the annual performance goals that are set during the early part of each year and approved by the Committee, while also providing significant opportunity to reward individual contributions. An executive officer’s STI opportunity under our STI program is tied to such executive’s base salary rate in effect at the time of grant, and such opportunity generally increases as their ability to affect the Company’s performance increases. Consequently, as an executive’s responsibilities increase, his variable compensation in the form of STI opportunity, which is dependent on Company performance, generally makes up a larger portion of the executive’s total compensation. The 2025 STI opportunities for Messrs. Manheimer and Donlan, which were determined by the Committee in early 2025, are set forth in the table below. Messrs. Manheimer’s and Donlan’s 2025 STI opportunities did not change year-over-year.

  31. Short-Term Incentive Program

    | | Short-Term Incentive Opportunity as % of Base Salary(1) | | | | | Name | Threshold | Target | Maximum | Target STI ($) | | Mark Manheimer | 50% | 100% | 200% | 700,000 | | Daniel Donlan | 53% | 106% | 212% | 425,000 |

  32. Short-Term Incentive Program

    (1)Linear interpolation is applied between the specified performance levels for all metrics described below. Further, for each metric, there is no payout for performance below threshold and no increased payout for performance above maximum. For our 2025 STI program, the Committee determined to use the pre-established corporate performance goals noted in the table below, which comprised 80% of the award opportunity. The Committee believed these corporate performance goals reflected commonly recognized measures of financial and operating performance within our industry and were key drivers of sustained value creation for our stockholders. For our 2025 STI program, the Committee determined to replace the general and administrative expense performance goals that were included in the 2024 STI program with two tenant concentration goals to focus management on key portfolio diversification metrics that impact the risk-adjusted profile and value of the Company. The remaining 20% of the STI opportunity was based on the Committee’s qualitative assessment of both individual and overall Company performance during 2025. The corporate performance goals and weightings, in addition to our actual performance, are set forth in the following table:

  33. Short-Term Incentive Program

    | Corporate Performance Goal | | Weighting | | Threshold (50%) | | Target (100%) | | Maximum (200%) | Actual Performance | Achievement Level (% of Target) | Weighted Payout | | AFFO/Share(1) | | 35% | | $1.27 | | $1.29 | | $1.31 | $1.31 | 200.0% | 70.0% | | Tenant Concentration: Top 5(2) | 0 . 1 | 10% | 0 . 2 7 5 | 30% | 0 . 2 4 9 8 | 28% | 0 . 2 | 25% | 25.0% | 200.0% | 20.0% | | Tenant Concentration: Top 10(2) | 0 . 0 5 | 5% | 0 . 4 2 5 | 45% | 0 . 4 0 2 3 | 43% | 9 . 5 5 | 40% | 40.2% | 191.0% | 9.6% | | Portfolio Credit: Investment Grade Profile %(3) | | 5% | | 63% | | 65% | | 68% | 65.0% | 99.0% | 5.0% | | Portfolio Credit: Investment Grade %(3) | | 5% | | 48% | | 50% | | 53% | 49.5% | 90.5% | 4.5% | | Leverage(4) | | 20% | | 5.25x | | 5.00x | | 4.25x | 4.25x | 200.0% | 40.0% | | Subjective(5) | | 20% | | 1 | | 3 | | 5 | 4 | 150.0% | 30.0% | | Total: | | 100% | | | | | | | | | 179.0% |

  34. Short-Term Incentive Program

    (1)Adjusted funds from operations (“AFFO”) per diluted share for the full year 2025. AFFO is a non-GAAP financial measure. See Appendix A for a reconciliation of full year 2025 AFFO to net (loss) income, the most comparable GAAP measure. AFFO is used by management and stockholders to assess funds available for distributions. (2)Four quarter 2025 average of percentage of tenant concentration for both the top 5 and top 10, as measured by ABR. This goal reflects the Company’s ability to mitigate concentration risk. (3)Four quarter 2025 average of percentage of portfolio defined as Investment Grade and/or Investment Grade Profile. We define “Investment Grade” tenants as tenants, or tenants that are subsidiaries of a parent entity, with a credit rating of BBB- (S&P/Fitch), Baa3 (Moody’s) or NAIC-2 (National Association of Insurance Commissioners) or higher. We define “Investment Grade Profile” tenants as tenants with metrics of more than $1.0 billion in annual sales and a debt to adjusted EBITDA ratio of less than 2.0x, but do not carry a published rating from S&P, Moody’s or NAIC. This goal reflects the Company’s continued ability to source and close acquisition opportunities that meet its stated credit objectives. (4)Four quarter 2025 average of reported adjusted net debt to adjusted EBITDAre, which adjusts for the impact of the estimated cash yield on developments in process, intra-quarter acquisitions, dispositions and re-leasing activities, and includes the settlement of forward shares pursuant to TABLE OF CONTENTS outstanding forward sales agreements. This goal reflects the Company’s ability to effectively finance our acquisitions within our stated targeted leverage range of 4.5x to 5.5x. (5)The Committee evaluated Company overall performance during 2025 across several categories, as discussed below. In evaluating the subjective performance component, the Committee considered Company performance across several categories, including operations, acquisitions and dispositions, asset management, and culture, as well as each of Messrs. Manheimer’s and Donlan’s respective contributions to such overall performance. In determining the achievement level of the subjective performance component, the Committee considered the Company’s net investment activity, portfolio management, tenant concentration and relative stock price performance. The 2025 STI earned by each of Messrs. Manheimer and Donlan for 2025 is set forth in the following table:

  35. Short-Term Incentive Program

    | Name | 2025 Annual STI Payout Percentage (% of Target) | 2025 Annual STI ($)(1) | | Mark Manheimer | 179.0% | 1,253,175 | | Daniel Donlan | 179.0% | 760,856 |

  36. Short-Term Incentive Program

    (1)Pursuant to our Alignment of Interest Program, which is described below, Messrs. Manheimer and Donlan each elected to receive an award of RSUs under the Omnibus Plan (such award, “Alignment RSUs”) in lieu of 50% and 25%, respectively, of their 2025 STIs. Accordingly, 50% of Mr. Manheimer’s 2025 STI was paid in the form of Alignment RSUs, and the remaining 50% was paid in cash, and 25% of Mr. Donlan’s 2025 STI was paid in the form of Alignment RSUs, and the remaining 75% was paid in cash.

  37. Alignment of Interest Program

    Alignment of Interest Program In March 2021, the Committee adopted an Alignment of Interest Program (the “Program”) pursuant to the Omnibus Plan. Messrs. Manheimer and Donlan, along with all other employees of the Company, are eligible to participate in the Program. The Program allows individuals who are eligible to receive awards under the Omnibus Plan, as selected by the Committee from time to time, to elect to receive RSUs under the Omnibus Plan in lieu of a specified percentage of cash compensation, which election must be made by the end of the prior fiscal year. The amount of compensation that a participant elects to reduce will be applied to the issuance of an award of Alignment RSUs under the Omnibus Plan, and the participant will receive an additional award of RSUs under the Omnibus Plan based upon a multiple of the Alignment RSUs (the “Alignment Multiplier”) (the “Additional RSUs,” and collectively with the Alignment RSUs, the “Awarded RSUs”). The number of Alignment RSUs will be determined as of the second business day following the release of the Company’s fourth quarter earnings for the most recently completed fiscal year, or, if such date is not a trading day, then the trading day immediately following such date, and the Awarded RSUs will be granted to a participant as soon as administratively feasible following such date. The Committee will determine the minimum and maximum percentage of each compensation type that may be reduced and applied to Alignment RSUs, the lengths of the vesting periods and the corresponding Alignment Multipliers that may apply under the Program. Currently, executive officers may elect to receive Alignment RSUs in lieu of up to 75% of STI compensation that is earned with respect to a fiscal year, with the number of Additional RSUs being determined by application of an Alignment Multiplier of 0.25x. Awarded RSUs will vest over three years, in substantially equal annual installments, generally subject to continued provision of services. As set forth in the form of RSU agreement governing the Awarded RSUs, in the event of a termination by the Company without “cause” or a resignation for “good reason” (each as defined in the Omnibus Plan), the Awarded RSUs will immediately vest in full. The Committee believes that this deferral program reinforces a long-term focus on stockholder value creation, promotes the retention of our management team, and is appropriate relative to other REITs that utilize similar cash deferral programs. Furthermore, the 0.25x Alignment Multiplier is factored into each executive officer’s pay opportunity to ensure that the program benefit would not result in excessive compensation relative to our peers.

  38. Long-Term Incentive Awards

    Long-Term Incentive Awards We utilize long-term incentive awards under the Omnibus Plan to align executive compensation and performance, incentivize the advancement of our critical business objectives, promote long-term stockholder value creation, and reward and retain key employees. Consistent with this approach, the majority of our named executive officers’ annual compensation is generally provided in the form of long-term incentive awards that emphasize these objectives through a balanced mix of time-based RSUs and Performance Stock Unit (“PSU”) awards. For 2025, the time-based RSUs granted to our named executive officers vest over a three-year period and represent 40% of the long-term incentive opportunity, and the PSUs granted to our named executive officers vest in three years based on performance achieved against pre-determined performance goals and represent 60% of the long-term incentive opportunity. Time-Based RSUs. RSU awards with time-based vesting align the interests of our executive officers with the interests of our stockholders by promoting the stability and retention of an effective executive team over the longer term. In February 2025, the Committee approved the grant of the following time- based RSU awards to each of our named executive officers, which vest annually in three equal installments commencing on February 26, 2026, subject to continued service through each vesting date:

  39. Long-Term Incentive Awards

    | Name | Shares Underlying RSU Grant (#) | Aggregate Fair Value of RSU Grant ($) | | Mark Manheimer | 82,192 | 1,200,000 | | Daniel Donlan | 20,548 | 300,000 |

  40. Long-Term Incentive Awards

    TABLE OF CONTENTS Performance-Based RSUs. PSUs are generally a substantial, at-risk component of our executive officers’ compensation tied to the Company’s long-term performance. In February 2025, the Committee approved the grant of the following PSU awards (at target) to each of our named executive officers:

  41. Long-Term Incentive Awards

    | Name | Target Shares Underlying PSU Grant (#) | Aggregate Fair Value of PSU Grant ($) | | Mark Manheimer | 123,287 | 1,800,000 | | Daniel Donlan | 30,822 | 450,000 |

  42. Long-Term Incentive Awards

    The number of PSUs that will vest depends on (1) the Company’s total stockholder return (“TSR”), which assumes reinvestment of dividends on the ex- dividend date over the three-year performance period ending on December 31, 2027 (the “Performance Period”), which represents 60% of the performance-based, long-term incentive opportunity (“Absolute TSR”), and (2) the Company’s TSR relative to a custom peer group of 30 companies (as set forth below, the “RTSR Comparator Group”) over the Performance Period, which represents 40% of the performance-based, long-term incentive opportunity (“Relative TSR”). The threshold, target and maximum performance levels for the Absolute TSR and Relative TSR goals are set forth in the following table:

  43. Long-Term Incentive Awards

    | | | Performance Level(1) | | | | Performance Goal | Weighting | Threshold (50% Earned) | Target (100% Earned) | Maximum (200% Earned) | | Absolute TSR | 60% | 15% | 24% | 30% | | Relative TSR | 40% | 35th percentile | 55th percentile | 75th percentile |

  44. Long-Term Incentive Awards

    (1)There is no payout for performance below threshold and no increase for performance above maximum. Further, to the extent actual performance falls between two performance levels, linear interpolation is applied. The PSUs are intended to provide an above-target payout only if the Company delivers significant value to our stockholders. The TSR-based performance goals are reviewed annually by the Committee, taking into consideration (i) peer group market data, (ii) current best governance practices, and (iii) investor expectations based on economic conditions. The Committee determined that the target performance levels underlying our Absolute TSR and Relative TSR goals were set at meaningfully rigorous levels, as they require an 8% annual return and above median relative outperformance, respectively, to earn a target level payout. Subject to the terms of the award agreements evidencing the PSUs, between zero and 200% of the target number of PSUs will vest on December 31, 2027, depending on the Company’s Absolute TSR and Relative TSR over the Performance Period. The RTSR Comparator Group for purposes of the 2025 PSU award is as follows:

  45. Long-Term Incentive Awards

    | 2025 PSU Awards — RTSR Comparator Group | | | | Agree Realty | Global Medical REIT | Peakstone Realty Trust | | Alexandria Real Estate | Global Net Lease | Physicians Realty Trust | | CareTrust REIT | Healthpeak Properties | Plymouth Industrial REIT | | Community Healthcare Trust | LTC Properties | Postal Realty Trust | | EPR Properties | LXP Industrial Trust | Realty Income | | Essential Properties Realty Trust | Medical Properties Trust | Sabra Health Care REIT | | Four Corners Property Trust | National Health Investors | Safehold | | FrontView REIT | NNN REIT | STAG Industrial | | Gaming and Leisure Properties | Omega Healthcare Investors | VICI Properties | | Getty Realty | One Liberty Properties | W. P. Carey | | Gladstone Commercial | | |

  46. Long-Term Incentive Awards

    2022 PSU Payout. In February 2022, the Committee granted PSUs (the “2022 PSUs”) to Mr. Manheimer. Between zero and 200% of the target number of the 2022 PSUs were scheduled to vest based on the Company’s Absolute TSR and Relative TSR over the three-year performance period ending on February 28, 2025. On February 28, 2025, Mr. Manheimer did not vest in any 2022 PSUs, based on the actual achievement of the performance goals as set forth below.

  47. Long-Term Incentive Awards

    | | | Performance Level(1) | | | | | | Performance Goal | Weighting | Threshold (50% Earned) | Target (100% Earned) | Maximum (200% Earned) | Actual Performance | Weighted Payout | | Absolute TSR | 60% | 21% | 27% | 33% | 0% | 0% | | Relative TSR | 40% | 35th percentile | 55th percentile | 75th percentile | 30th percentile | 0% | | Actual Payout (% of Target) | | | | | | 0% |

  48. Long-Term Incentive Awards

    (1)Linear interpolation was applied for actual performance that fell between two performance levels. TABLE OF CONTENTS

  49. Employment Agreements and Severance Benefits

    Employment Agreements and Severance Benefits We generally provide our named executive officers with certain severance protections in their employment agreements in order to attract and retain an appropriate caliber of talent for such positions. Our employment agreements with named executive officers and the severance provisions set forth therein are summarized below under “— Employment Agreements” and “— Potential Payments upon Termination or Change in Control.” We intend to periodically review the level of the benefits in these agreements.

  50. Equity Grant Practices

    Equity Grant Practices Our equity incentive grant policy generally provides that annual grants to executive officers pursuant to our long-term incentive program occur on the second trading day following the filing date of our Annual Report on Form 10-K that occurs after the date on which such grants are approved by our Compensation Committee. Accordingly, our long-term incentive equity incentive grant policy generally requires that grants to our executive officers be made shortly after we have released information about our financial performance to the public for the applicable annual period. As a result, the timing of equity awards is not coordinated in a manner that intentionally benefits our executive officers. TABLE OF CONTENTS COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  51. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table discloses compensation information for fiscal years 2025, 2024, and 2023 with respect to our principal executive officer and our principal financial officer (collectively, our “named executive officers”). As explained above in the Compensation Discussion and Analysis, because we only had two “executive officers” as defined in Exchange Act Rule 3b-7 during 2025, we only have two named executive officers. Certain other information is provided in the narrative sections following the Summary Compensation Table.

  52. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark Manheimer President, Chief Executive Officer and Secretary | 2025 | 700,000 | 3,194,416 | 1,253,175 | 17,936 | 5,165,527 | | | 2024 | 700,000 | 3,375,044 | 831,775 | 13,928 | 4,920,747 | | | 2023 | 700,000 | 2,385,917 | 978,426 | 13,872 | 4,078,215 | | Daniel Donlan(4) Chief Financial Officer and Treasurer | 2025 | 400,000 | 822,734 | 760,856 | 11,489 | 1,995,079 | | | 2024 | 375,000 | 700,009 | 505,006 | 13,297 | 1,593,312 | | | 2023 | 255,208 | 650,000 | 489,213 | 107,912 | 1,502,333 |

  53. Summary Compensation Table

    (1)The amounts reported in this column for 2025 reflect the aggregate fair value of time-vested RSU awards, PSUs, and 2025 Additional RSUs (as described below) granted in 2025 to our named executive officers, calculated in accordance with FASB ASC Topic 718. Under the Alignment of Interest Program, a participant may elect to reduce cash compensation in exchange for the issuance of an award of RSUs under the Omnibus Plan (“Alignment RSUs”), and the participant will receive an additional award of RSUs under the Omnibus Plan of 0.25x the number of Alignment RSUs (the “Alignment Multiplier”), as described in the Compensation Discussion and Analysis above under the heading “Executive Compensation Components — Alignment of Interest Program” (such RSUs issued as a result of the Alignment Multiplier, the “Additional RSUs”). Messrs. Manheimer and Donlan elected to receive 75% and 50%, respectively, of their earned 2024 STI in the form of RSUs under the Alignment of Interest Program. The 2024 Alignment RSUs are reported in the “Non-Equity Incentive Plan Compensation” column for 2024. In addition, based on the Alignment Multiplier, Messrs. Manheimer and Donlan were granted 10,682 and 4,323 Additional RSUs, respectively, in 2025 with respect to their earned 2024 STI (the “2025 Additional RSUs”), which are reported in the “Stock Awards” column for 2025. The 2025 grant date values by award type are shown below. There can be no assurance that these values will ever be realized. For a discussion of the assumptions and methodologies used in calculating the grant date values, please see Note 11 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10- K for the fiscal year ended December 31, 2025.

  54. Summary Compensation Table

    | | PSU Grant Date Value ($) | RSU Grant Date Value ($) | 2025 Additional RSU Grant Date Value ($) | Total Grant Date Value ($) | | Mark Manheimer | 1,838,456 | 1,200,003 | 155,957 | 3,194,416 | | Daniel Donlan | 459,618 | 300,000 | 63,116 | 822,734 |

  55. Summary Compensation Table

    (2)The amounts reported for Messrs. Manheimer and Donlan in the “Non-Equity Incentive Plan Compensation” column for 2025 represent the amounts earned under the Company’s 2025 STI program, as described above in the Compensation Discussion and Analysis under the heading “Executive Compensation Components — Short-Term Incentive Program.” Fifty percent (50%) and twenty-five percent (25%), respectively, of the amounts reported in this column for Messrs. Manheimer and Donlan for 2025 was paid in the form of RSUs pursuant to the Alignment of Interest Program (the “2025 Alignment RSUs”), as described in the Compensation Discussion and Analysis above under the heading “Executive Compensation Components — Alignment of Interest Program.” Based on the Alignment Multiplier, Messrs. Manheimer and Donlan were granted 8,245 and 2,503 Additional RSUs, respectively, in 2026 with respect to their earned 2025 STIs pursuant to the Alignment of Interest Program (the “2026 Additional RSUs”) described in the Compensation Discussion and Analysis above under the heading “Executive Compensation Components — Alignment of Interest Program.” The 2026 Additional RSUs will be reported in the “Stock Awards” column for 2026 that will be included in the Company’s proxy statement relating to the 2027 Annual Meeting of Stockholders. (3)The amounts reported in this column for 2025 represent (i) for Mr. Manheimer, $17,689 in employer matching contributions under the Company’s 401(k) plan and $247 in life insurance premiums and (ii) for Mr. Donlan, $11,242 in employer matching contributions under the Company’s 401(k) plan and $247 in life insurance premiums. (4)Mr. Donlan was appointed Chief Financial Officer and Treasurer, effective April 10, 2023. TABLE OF CONTENTS

  56. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows certain information regarding grants of plan-based awards during the fiscal year ended December 31, 2025 to our named executive officers.

  57. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark Manheimer | Annual Incentive | — | 350,000 | 700,000 | 1,400,000 | | | | | | | | PSU Grant | 2/26/25 | | | | 61,644 | 123,287 | 246,574 | | 1,838,456 | | | Annual RSU Grant | 2/26/25 | | | | | | | 82,192 | 1,200,003 | | | 2025 Additional RSU Grant(5) | 2/26/25 | | | | | | | 10,682 | 155,957 | | Daniel Donlan | Annual Incentive | — | 212,500 | 425,000 | 850,000 | | | | | | | | PSU Grant | 2/26/25 | | | | 15,411 | 30,822 | 61,644 | | 459,618 | | | Annual RSU Grant | 2/26/25 | | | | | | | 20,548 | 300,000 | | | 2025 Additional RSU Grant(5) | 2/26/25 | | | | | | | 4,323 | 63,116 |

  58. Grants of Plan-Based Awards

    (1)The threshold, target, and maximum annual incentive amounts represent 50%, 100%, and 200%, respectively, of the target STI opportunity for each named executive officer. If actual performance falls between threshold and target or between target and maximum, the award would be calculated using linear interpolation. The annual incentive awards are also based on a percentage of base salary, which is 100% and 106% for Mr. Manheimer and Mr. Donlan, respectively. The target amount is generally the named executive officer’s base salary multiplied by his target opportunity. The dollar value of the actual non-equity plan incentive compensation earned for the year ended December 31, 2025 for each named executive officer is set forth in the Summary Compensation Table above. As such, the amounts set forth in this column do not represent either additional or actual compensation earned by the named executive officers for the year ended December 31, 2025. (2)See “Long-Term Incentives — PSUs” below for an explanation regarding the vesting and distribution of the PSUs. TABLE OF CONTENTS (3)The annual RSU awards were granted pursuant to our Omnibus Plan. The RSUs granted to Messrs. Manheimer and Donlan vest ratably on each of the first three anniversaries of the grant date included above, respectively, generally subject to each executive’s continued employment through each vesting date. (4)For a discussion of the assumptions and methodologies used in calculating the grant date values, please see Note 11 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (5)As described above under footnote (1) to the Summary Compensation Table, Messrs. Manheimer and Donlan were granted 10,682 and 4,323 Additional RSUs, respectively. These 2025 Additional RSUs vest ratably on each of the first three anniversaries of February 26, 2025, generally subject to Mr. Manheimer’s and Mr Donlan’s respective continued employment through each vesting date. See the Compensation Discussion and Analysis above under the heading “Executive Compensation Components — Alignment of Interest Program” for more detail.

  59. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows outstanding equity awards as of December 31, 2025 held by our named executive officers.

  60. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(h)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(j) | | Mark Manheimer | 82,192(2) | 1,449,867 | 246,574(3) | 4,349,565(3) | | | 46,163(2) | 814,315 | 114,109(4) | 2,012,883(4) | | | 15,190(5) | 267,952 | 63,968(6) | 1,128,396(6) | | | 42,728(7) | 753,722 | | | | | 10,682(8) | 188,430 | | | | | 18,820(9) | 331,985 | | | | | 4,705(10) | 82,996 | | | | | 5,674(11) | 100,089 | | | | | 1,419(12) | 25,031 | | | | | 9,684(13) | 170,826 | | | | Daniel Donlan | 20,548(2) | 362,467 | 61,644(3) | 1,087,400(3) | | | 10,772(2) | 190,018 | 26,626(4) | 469,683(4) | | | 17,294(7) | 305,066 | | | | | 4,323(8) | 76,258 | | | | | 11,681(14) | 206,053 | | |

  61. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)The value of the unvested RSU awards is shown assuming a market value of $17.64 per share, the closing market price of a share of our common stock on December 31, 2025. (2)On February 26, 2025 and February 16, 2024, Messrs. Manheimer and Donlan received respective annual awards of RSUs under the Omnibus Plan. These RSUs vest ratably on each of the first three anniversaries of the grant date, generally subject to such executive’s continued service through each vesting date. (3)The total amounts and values in columns (i) and (j) represent the total number of PSUs at the threshold level for the 2025-2027 performance period, which remain subject to the achievement of the applicable performance goals, held by Messrs. Manheimer and Donlan, multiplied by a market value of $17.64 per share, the closing market price of a share of our common stock on December 31, 2025. In calculating the number of PSUs and their value, we are required by SEC rules to compare our performance through 2025 under the PSU grant against the threshold, target, and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Based on performance through December 31, 2025, we have reported the PSUs at the maximum award level for this performance period. (4)The total amounts and values in columns (i) and (j) represent the total number of PSUs at the threshold level for the 2024-2026 performance period, which remain subject to the achievement of the applicable performance goals, held by Messrs. Manheimer and Donlan, multiplied by a market value of $17.64 per share, the closing market price of a share of our common stock on December 31, 2025. In calculating the number of PSUs and their value, we are required by SEC rules to compare our performance through 2025 under the PSU grant against the threshold, target, and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Based on performance through December 31, 2025, we have reported the PSUs at the target award level for this performance period. (5)On February 28, 2023, Mr. Manheimer received an annual award of RSUs under the Omnibus Plan. These RSUs vest ratably on each of the first three anniversaries of the grant date, generally subject to Mr. Manheimer’s continued service through each vesting date. (6)The total amounts and values in columns (i) and (j) represent the total number of PSUs at the threshold level for the 2023-2026 performance period, which remain subject to the achievement of the applicable performance goals, held by Mr. Manheimer, multiplied by a market value of $17.64 per share, the closing market price of a share of our common stock on December 31, 2025. In calculating the number of PSUs and their value, we are required by SEC rules to compare our performance through 2025 under the PSU grant against the threshold, target, and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Based on performance through December 31, 2025, we have reported the PSUs at the target award level for this performance period. (7)Represents 2024 Alignment RSUs. These RSUs vest ratably on each of the first three anniversaries of February 26, 2025, generally subject to Mr. Manheimer’s and Mr Donlan’s continued service through each vesting date. (8)Represents 2025 Additional RSUs. These RSUs vest ratably on each of the first three anniversaries of February 26, 2025, generally subject to Mr. Manheimer’s and Mr Donlan’s continued service through each vesting date. TABLE OF CONTENTS (9)Represents 2023 Alignment RSUs. These RSUs vest ratably on each of the first three anniversaries of February 16, 2024, generally subject to Mr. Manheimer’s continued service through each vesting date. (10)Represents 2024 Additional RSUs. These RSUs vest ratably on each of the first three anniversaries of February 16, 2024, generally subject to Mr. Manheimer’s continued service through each vesting date. (11)Represents 2022 Alignment RSUs. These RSUs vest ratably on each of the first three anniversaries of February 28, 2023, generally subject to Mr. Manheimer’s continued service through each vesting date. (12)Represents 2023 Additional RSUs. These RSUs vest ratably on each of the first three anniversaries of February 28, 2023, generally subject to Mr. Manheimer’s continued service through each vesting date. (13)On March 8, 2024, Mr. Manheimer received a supplemental time-based RSU award under the Omnibus Plan. These RSUs vest ratably on each of the first three anniversaries of the grant date, generally subject to Mr. Manheimer’s continued service through each vesting date. (14)On April 10, 2023, Mr. Donlan received an annual award of RSUs under the Omnibus Plan. These RSUs vest ratably on each of the first three anniversaries of the grant date, generally subject to Mr. Donlan’s continued service through each vesting date.

  62. Stock Vested in 2025

    Stock Vested in 2025 The following table summarizes the vesting of RSUs held by our named executive officers during 2025. The Company has never issued stock options and, therefore, no stock options were exercised in 2025 by our named executive officers.

  63. Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Mark Manheimer | 90,229 | 1,336,617 | | Daniel Donlan | 17,065 | 250,645 |

  64. Stock Vested in 2025

    (1)Represents the vesting of RSU awards granted in 2020, 2022, 2023, and 2024. (2)The value realized on vesting is equal to the number of shares multiplied by the closing price of the shares of common stock at the time of vesting.

  65. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables below show estimates of the compensation payable to each of our named executive officers upon their termination of employment with the Company and/or upon a change in control, calculated as if the triggering event had occurred effective December 31, 2025. The actual amounts due to any one of the named executive officers upon termination of employment can only be determined at the time of the termination. There can be no assurance that a termination or change in control would produce the same or similar results as those described below if it occurs on any other date or at any other stock price, or if any assumption is not, in fact, correct.

  66. Potential Payments Upon Termination or Change in Control

    | | Potential Amounts Payable on Termination Without Cause and/or Resignation for Good Reason | | | | Name | Without a Change in Control ($) | With a Change in Control ($) | Potential Amount Payable on Death or Disability ($) | | Mark Manheimer | | | | | Cash severance(1) | 2,800,000 | 4,200,000 | 116,667 | | Accelerated vesting of RSUs(2) | 1,793,194 | 1,793,194 | 1,793,194 | | Accelerated vesting of PSUs(3) | 3,141,278 | 3,141,278 | 3,141,278 | | COBRA premiums(4) | 46,604 | 46,604 | 46,604 | | 2025 short-term incentives(5) | 1,253,175 | 1,253,175 | 1,253,175 | | Total payments | 9,034,251 | 10,434,251 | 6,350,917 | | Daniel Donlan | | | | | Cash severance(1) | 825,000 | 1,650,000 | 66,667 | | Accelerated vesting of RSUs(2) | 396,071 | 396,071 | 396,071 | | Accelerated vesting of PSUs(3) | 469,683 | 469,683 | 469,683 | | COBRA premiums(4) | 49,868 | 49,868 | 49,868 | | 2025 short-term incentives(5) | 760,856 | 760,856 | 760,856 | | Total payments | 2,501,478 | 3,326,478 | 1,743,145 |

  67. Potential Payments Upon Termination or Change in Control

    (1)A description of the cash severance obligations under the employment agreements with the named executive officers is set forth below. (2)The amounts in this row represent accelerated vesting of RSUs, valued based on the December 31, 2025 closing price of a share of the Company’s common stock ($17.64), as described below. TABLE OF CONTENTS (3)The amounts in this row represent accelerated vesting of PSUs, assuming target performance, valued based on the December 31, 2025 closing price of a share of the Company’s common stock ($17.64). A description of the relevant agreements with the named executive officers is set forth below. (4)The amounts in this row represent continued payment for the cost of Messrs. Manheimer’s and Donlan’s premiums for health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), as described below. (5)Assuming a hypothetical termination on December 31, 2025, the amounts in this row represent the STI awards Messrs. Manheimer and Donlan actually earned with respect to 2025. This amount has not been prorated because it assumes service through the full 2025 year.

  68. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the specified disclosure regarding the relationship of CEO total compensation to the total compensation of its median employee, referred to as “pay ratio” disclosure. For fiscal 2025: •the median of the annual total compensation of all employees of the Company (other than the CEO) was $126,500; and •the annual total compensation of the CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $5,165,527. Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was approximately 41 to 1. The pay ratio above represents the Company’s reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, based on our payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Set forth below is a description of the methodology the Company used to identify the median employee for purposes of this disclosure. •To determine the Company’s total population of employees as of October 1, 2025, the Company included all full-time, part-time, seasonal and temporary employees, including employees of consolidated subsidiaries, consisting of approximately 29 employees in the aggregate. None of the Company’s employees are located outside of the U.S. •To identify the “median employee” from the Company’s employee population as determined above, the Company compared the aggregate amount of each employee’s annual base salary and cash bonus. In making this determination, the Company annualized the compensation of employees who were employed by the Company for less than the entire fiscal year. This compensation measure was consistently applied to all employees included in the calculation and reasonably reflects the annual compensation of employees. Using this approach, the Company selected the employee at the median of its employee population, who was a salaried employee. TABLE OF CONTENTS The Company then calculated annual total compensation for this employee using the same methodology used to calculate annual total compensation for the named executive officers as set forth in the Summary Compensation Table. The Company determined that the employee’s annual total compensation for the fiscal year ended December 31, 2025 was $126,500. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table for 2025 included in this Proxy Statement.

  69. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial and other performance measures of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” above. Our Chief Executive Officer is our principal executive officer, which we refer to as “PEO” in the tables below. The named executive officers are referred to as “NEOs” in the tables below.

  70. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compen sation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based on: | | | Company Selected Measure — AFFO / Diluted Share(8) ($) | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5)(6) ($) | Net (Loss) Income (thousands)(7) ($) | | | 2025 | 5,165,527 | 9,187,618 | 1,995,079 | 3,063,658 | 113.19 | 126.71 | 6,938 | 1.31 | | 2024 | 4,920,747 | 2,233,017 | 1,593,312 | 1,168,437 | 86.31 | 123.90 | (12,000) | 1.26 | | 2023 | 4,078,215 | 3,121,888 | 947,945 | 934,652 | 103.62 | 118.09 | 6,890 | 1.22 | | 2022 | 3,709,844 | 1,865,221 | 1,286,794 | 768,210 | 101.50 | 106.05 | 8,117 | 1.16 | | 2021 | 3,879,550 | 6,002,432 | 1,992,528 | 3,092,593 | 121.93 | 141.30 | 3,046 | 0.94 |

  71. Pay Versus Performance

    (1)Represents amounts of total compensation reported for Mr. Manheimer (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” (2)Represents the amount of “compensation actually paid” to Mr. Manheimer, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Manheimer during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Manheimer’s total compensation for each year to determine the compensation actually paid:

  72. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards(a) ($) | Add: Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 5,165,527 | (3,194,416) | 7,216,507 | 9,187,618 |

  73. Pay Versus Performance

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. Refer to “Executive Compensation — Summary Compensation Table.” (b)The equity award adjustments for 2025 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2025 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2025 (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2025; (iii) for awards that are granted and vest in 2025, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2025. The valuation assumptions used to calculate fair values did not materially differ from those disclosed as of the grant date of the equity awards. The amounts deducted or added in calculating the equity award adjustments are as follows: TABLE OF CONTENTS

  74. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 5,675,534 | 1,314,351 | — | 59,877 | 1,056 | 165,689 | 7,216,507 |

  75. Pay Versus Performance

    (3)Represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Manheimer, who has served as our Chief Executive Officer since 2019) in the “Total” column of the Summary Compensation Table in each applicable year. Refer to “Executive Compensation — Summary Compensation Table.” The names of each of the named executive officers (excluding Mr. Manheimer) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025 and 2024, Mr. Donlan; (ii) for 2023, Mr. Donlan and Lori Wittman, our former interim Chief Financial Officer; (iii) for 2022, Ms. Wittman and Andrew Blocher, our former Chief Financial Officer, and (iv) for 2021, Mr. Blocher. (4)Represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Manheimer), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Manheimer) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Manheimer) for 2025 to determine the compensation actually paid, using the same methodology described above in footnote 2:

  76. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less: Average Reported Value of Equity Awards ($) | Add: Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,995,079 | (822,734) | 1,891,313 | 3,063,658 |

  77. Pay Versus Performance

    (a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  78. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year ($) | Average Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2025 | 1,564,694 | 270,732 | — | 9,175 | — | 46,712 | 1,891,313 |

  79. Pay Versus Performance

    (5)Cumulative TSR for each year reflects what the cumulative value of $100 would be, assuming reinvestment of dividends on the ex-dividend date, if such amount were invested on December 31, 2020 (the last trading date of the year ended December 31, 2020 on the NYSE). (6)For the purposes of this table and the analysis that follows, our TSR peer group is the NAREIT US EQUITY REIT Index as reflected in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the year ended December 31, 2025. (7)The dollar amounts reported represent the amount of net (loss) income reflected in the Company’s audited financial statements for the applicable year. (8)AFFO is a non-GAAP financial measure. See Appendix A for the definition of AFFO. AFFO is used by management and stockholders to determine funds available for payment of distributions. AFFO per diluted share for each year presented is AFFO for the twelve months ended December 31, divided by diluted shares outstanding as of December 31 of such year. TABLE OF CONTENTS

  80. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR The chart below shows the relationship between the compensation actually paid to Mr. Manheimer and the average compensation actually paid to our other named executive officers (besides Mr. Manheimer), on the one hand, and the Company’s cumulative TSR over the five years presented in the table, on the other hand. TABLE OF CONTENTS Compensation Actually Paid and Net (Loss) Income The chart below shows the relationship between the compensation actually paid to Mr. Manheimer and the average compensation actually paid to our other named executive officers (besides Mr. Manheimer), on the one hand, and the Company’s net (loss) income over the five years presented in the table, on the other hand. Compensation Actually Paid and AFFO per Diluted Share The chart below shows the relationship between the compensation actually paid to Mr. Manheimer and the average compensation actually paid to our other named executive officers (besides Mr. Manheimer), on the one hand, and the Company’s AFFO per diluted share over the five years presented in the table, on the other hand. TABLE OF CONTENTS Cumulative TSR of the Company and Cumulative TSR of the Peer Group The chart below shows the relationship between the Company’s five-year cumulative TSR and the five-year cumulative TSR of the companies in the NAREIT US EQUITY REIT Index for the period beginning December 31, 2020 (the last trading date of the year ending December 31, 2020 on the NYSE) and ending December 31, 2025. The graph assumes an investment of $100 on December 31, 2020. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference. TABLE OF CONTENTS AUDIT COMMITTEE REPORT The Audit Committee is responsible for appointing, compensating, retaining, and overseeing the work of our independent registered public accounting firm and reviewing and evaluating reporting processes and internal controls. The Audit Committee also oversees the audit fee negotiations associated with the retention of KPMG LLP. The Audit Committee is currently comprised of Messrs. Christodolou (Chair) and Troxell and Ms. Wittman, each a non-employee director, and operates under a written charter that was last amended by our Board in October 2024. A copy of the current charter is available on our website at www.NETSTREIT.com. The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement. Our Board has affirmatively determined that all directors serving on the Audit Committee meet the definition of “independent director” based on the standards of the NYSE and satisfy the independence requirements of Rule 10A-3 of the Exchange Act. Our Board has also determined that (i) each member of the Audit Committee qualifies as an “audit committee financial expert” under SEC rules and regulations and (ii) each member of the Audit Committee is “financially literate” as the term is defined by NYSE listing standards. The Audit Committee members are neither professional accountants nor auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent auditor, nor can the Audit Committee certify that the independent auditor is “independent” under applicable rules. The Audit Committee serves a board-level oversight role in which it provides advice, counsel, and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee’s members in business, financial, and accounting matters. Our management has the primary responsibility for the financial statements and reporting process, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as well as the report of management, for the year ended December 31, 2025, regarding the Company’s internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act. Our Audit Committee has retained KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025. KPMG LLP has been the independent registered public accounting firm for the Company since 2019. The members of the Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders. In reaching this conclusion, the Audit Committee considered KPMG LLP’s integrity, controls, and processes to ensure KPMG LLP’s independence, objectivity, industry and company-specific experience, quality and effectiveness of personnel and communications, commitment to serving the Company, appropriateness of fees for audit and non-audit services, and external data on audit quality and performance, including recent Public Company Accounting Oversight Board (United States) (“PCAOB”) reports on KPMG LLP. The Audit Committee has discussed with the KPMG LLP the overall scope and plans of its audit. The Audit Committee meets with KPMG LLP, with and without management present, to discuss the results of KPMG LLP’s procedures, their evaluations of the Company’s internal controls, including internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Audit Committee reviewed with KPMG LLP its judgments as to the quality, not just the acceptability, of the Company’s accounting policies and such other matters as are required to be discussed with the Audit Committee by the Standards of the PCAOB. The Audit Committee has also received written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP its independence from the Company. The Audit Committee has considered whether the provision of non-audit services to the Company is compatible with maintaining the independence of KPMG LLP. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements for the year ended December 31, 2025 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.