eprt-20211231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-38530

Essential Properties Realty Trust, Inc.

(Exact name of Registrant as specified in its Charter)


			Maryland			82-4005693
			(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

			902 Carnegie Center Blvd., Suite 520 Princeton, New Jersey			08540
			(Address of Principal Executive Offices)			(Zip Code)

			Registrants telephone number, including area code: (609) 436-0619

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which
Registered

Common Stock, $0.01 par value

EPRT

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, “and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

As of June 30, 2021 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's shares of common stock, $0.01 par value, held by non-affiliates of the registrant, was $3.2 billion based on the last reported sale price of $27.04 per share on the New York Stock Exchange on June 30, 2021.

The number of shares of the registrant's Common Stock outstanding as of February 16, 2022 was 125,605,199.

Documents Incorporated by Reference

Portions the Definitive Proxy Statement for the registrant's 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. The registrant expects to file such proxy statement within 120 days after the end of its fiscal year.

Table of Contents


		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	38
Item 2.	Properties	38
Item 3.	Legal Proceedings	42
Item 4.	Mine Safety Disclosures	43

PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	44
Item 6.	Reserved	45
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	46
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 8.	Financial Statements and Supplementary Data	70
Item 9.	Changes in and Disagreements w ith Accountants on Accounting and Financial Disclosure	116
Item 9A.	Controls and Procedures	116
Item 9B.	Other Information	117
Item 9C.	D isclosure Regarding Foreign Jurisdictions that Prevent Inspections	116

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	118
Item 11.	Executive Compensation	118
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	118
Item 13.	Certain Relationships and Related Transactions, and Director Independence	118
Item 14.	Principal Accounting Fees and Services	118

PART IV
Item 15.	Exhibits, Financial Statement Schedules	119
Item 16	Form 10-K Summary	121
	Signatures	122
	Schedules	F-1

PART I

In this Annual Report, we refer to Essential Properties Realty Trust, Inc., a Maryland corporation, together with its consolidated subsidiaries, including, Essential Properties, L.P., a Delaware limited partnership and its operating partnership (the "Operating Partnership"), as "we," "us," "our" or "the Company" unless we specifically state otherwise or the context otherwise requires.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In particular, statements pertaining to our business and growth strategies, investment, financing and leasing activities and trends in our business, including trends in the market for long-term, net leases of freestanding, single-tenant properties, contain forward-looking statements. When used in this report, the words "estimate," "anticipate," "expect," "believe," "intend," "may," "will," "should," "seek," "approximately" and "plan," and variations of such words, and similar words or phrases, that are predictions of future events or trends and that do not relate solely to historical matters, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans, beliefs or intentions of management.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements; accordingly, you should not rely on forward-looking statements as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and may not be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•general business and economic conditions;

•risks inherent in the real estate business, including tenant defaults or bankruptcies, illiquidity of real estate investments, fluctuations in real estate values and the general economic climate in local markets, competition for tenants in such markets, potential liability relating to environmental matters and potential damages from natural disasters;

•the performance and financial condition of our tenants;

•the availability of suitable properties to acquire and our ability to acquire and lease those properties on favorable terms;

•our ability to renew leases, lease vacant space or re-lease space as existing leases expire or are terminated;

•volatility and uncertainty in the credit markets and broader financial markets, including potential fluctuations in the Consumer Price Index ("CPI");

•the degree and nature of our competition;

•our failure to generate sufficient cash flows to service our outstanding indebtedness;

•our ability to access debt and equity capital on attractive terms;

•fluctuating interest rates;

•availability of qualified personnel and our ability to retain our key management personnel;

•changes in, or the failure or inability to comply with, applicable law or regulation;

•our failure to continue to qualify for taxation as a real estate investment trust ("REIT");

•changes in the U.S. tax law and other U.S. laws, whether or not specific to REITs;

•any adverse impact of the COVID-19 pandemic on the Company and its tenants; and

•additional factors discussed in the sections entitled "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Annual Report.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future events or of our performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.

Because we operate in a highly competitive and rapidly changing environment, new risks emerge from time to time, and it is not possible for management to predict all such risks, nor can management assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual events or results.

Summary Risk Factors

Our business is subject to a number of risks that could materially and adversely impact our financial condition, results of operations, cash flows and liquidity, prospects, the market price of our common stock and our ability to, among other things, service our debt and to make distributions to our stockholders. The following risks, which, together with other material risks that are discussed more fully herein under “Risk Factors,” are the principal factors that make an investment in our company speculative or risky:

•adverse changes in the U.S., global and local markets and related economic conditions;

•the failure of our tenants to successfully operate their businesses, or tenant defaults, bankruptcies or insolvencies;

•defaults by borrowers on our mortgage loans receivable;

•an inability to identify and complete acquisitions of suitable properties or yield the returns we seek with future acquisitions;

•an inability to access debt and equity capital on commercially acceptable terms or at all;

•a decline in the fair value of our real estate assets;

•geographic, industry and tenant concentrations that reduce the diversity of our portfolio;

•a reduction in the willingness or ability of consumers to physically patronize or use their discretionary income in the businesses of our tenants and potential tenants;

•our significant indebtedness, which requires substantial cash flow to service, subjects us to covenants and exposes us to refinancing risk and the risk of default;

•failure to continue to qualify for taxation as a REIT; and

•any adverse impact of the COVID-19 pandemic on us and our tenants.

Item 1. Business.

•Early childhood education,

•Car washes,

•Restaurants (primarily quick service restaurants and casual dining),

•Medical and dental services,

•Automotive services,

•Convenience stores,

•Entertainment,

•Health and fitness,

•Equipment rental and

•Grocery

We believe that, in general, properties leased to tenants in these businesses and similar businesses are essential to the generation of the tenants' sales and profits. We also believe that these businesses have favorable growth potential and, because of their nature they are more insulated from e-commerce pressure than many other businesses.

We completed our initial public offering in June 2018 (our "IPO") and we qualified to be taxed as a REIT beginning with our taxable year ended December 31, 2018. As of December 31, 2021, 93.1% of our $242.9 million of annualized base rent was attributable to properties operated by tenants in service-oriented and experience-based businesses. "Annualized base rent" means annualized contractually specified cash base rent in effect on December 31, 2021 for all of our leases (including those accounted for as loans or direct financing leases) commenced as of that date and annualized cash interest on our mortgage loans receivable as of that date.

Our primary business objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable properties. We have grown significantly since commencing our operations and investment activities in June 2016. As of December 31, 2021, our portfolio consisted of 1,451 properties, inclusive of 126 properties which secure our investments in mortgage loans receivable. Our portfolio was built based on the following core investment attributes:

Diversified Portfolio. As of December 31, 2021, our portfolio was 99.9% occupied by 311 tenants operating 433 different concepts (i.e., generally brands) in 16 industries across 46 states, with none of our tenants contributing more than 3.3% of our annualized base rent. Our goal is that, over time, no more than 5% of our annualized base rent will be derived from any single tenant or more than 1% from any single property.

Long Lease Term. As of December 31, 2021, our leases had a weighted average remaining lease term of 14.0 years (based on annualized base rent), with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027. Our properties generally are subject to long-term net leases that we believe provide us a stable base of revenue from which to grow our portfolio.

Significant Use of Master Leases. As of December 31, 2021, 61.3% of our annualized base rent was attributable to master leases. A master lease is a single lease pursuant to which multiple properties are leased to a single operator/tenant on a unitary (i.e., “all or none”) basis. The master lease structure spreads our investment risk across multiple properties, and we believe it reduces our exposure to operating and renewal risk at any one property, and promotes efficient asset management. We seek to acquire properties owned and operated by middle-market businesses and lease the properties back to the operators pursuant to our standard lease form. For the year ended December 31, 2021, approximately 89.1% of our investments were sale-leaseback transactions.

Contractual Base Rent Escalation. As of December 31, 2021, 98.6% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average rate of 1.6% per year. Rent escalation provisions provide contractually-specified incremental yield on our investments and provide a degree of protection from inflation or a rising interest rate environment.

Smaller, Low Basis Single-Tenant Properties. We generally invest in freestanding "small-box" single-tenant properties. As of December 31, 2021, our average investment per property was $2.3 million (which equals our aggregate investment in our properties (including transaction costs, lease incentives and amounts funded for construction in progress) divided by the number of properties owned at such date), and we believe investments of similar size should allow us to grow our portfolio without concentrating a large amount of capital in individual properties and should allow us to limit our exposure to events that may adversely affect a particular property. Additionally, we believe that many of our properties are fungible and appropriate for multiple commercial uses, which reduces the risk that a particular property may become obsolete and enhances our ability to sell a property if we choose to do so.

Healthy Rent Coverage Ratio and Tenant Financial Reporting. As of December 31, 2021, our portfolio's weighted average rent coverage ratio was 3.7x, and 98.5% of our leases (based on annualized base rent) obligate the tenant to periodically provide us with specified unit-level financial reporting. "Rent coverage ratio" means, as of a specified date, the ratio of (x) tenant-reported or, when unavailable, management's estimate (based on tenant-reported financial information) of annual earnings before interest, taxes, depreciation, amortization and cash rent attributable to the leased property (or properties, in the case of a master lease) to (y) the annualized base rental obligation.

2021 Financial and Operating Highlights

•During 2021, we completed $974.0 million of investments, including $842.8 million in 297 property acquisitions and $131.1 million in newly originated loans receivable secured by 49 properties.

•As of December 31, 2021, our total gross investment in real estate was $3.4 billion, and we had total debt of $1.2 billion.

•During 2021, we declared distributions totaling $1.00 per share of common stock.

•In April 2021, we completed a follow-on offering of 8,222,500 shares of our common stock, including 1,072,500 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares raising net proceeds of $185.1 million.

•During 2021, we sold 10,005,890 shares of our common stock under the ATM Program (as defined herein), at a weighted average price per share of $27.58, raising net proceeds of $271.9 million.

•In June 2021, through our Operating Partnership, we completed a public offering of $400.0 million in aggregate principal amount of unsecured 2.950% Senior Notes due 2031 (the "2031 Notes"), raising in net proceeds of $396.6 million.

•In June 2021, we voluntarily prepaid the remaining outstanding principal amount of $171.2 million under our private conduit program (the "Master Trust Funding" program) and paid a make-whole premium of $2.5 million.

Our Target Market

We are an active investor in single-tenant, net leased commercial real estate. Our target properties are generally freestanding commercial real estate facilities where a middle-market tenant conducts activities on property that are essential to the generation of its sales and profits. We believe that this market is underserved from a capital perspective and therefore offers attractive risk-adjusted returns from an investment perspective.

Within this market, we focus our investment activities on properties leased to tenants engaged in a targeted set of 13 service-oriented or experience-based businesses. We believe that operating properties are the essential venues through which these businesses transact with their customers, and therefore that such properties and businesses are generally more insulated from the competitive pressure of e-commerce businesses than many other businesses where significant activity can take place online.

We focus on properties leased to middle-market companies, which we define as regional and national operators with between 10 and 250 locations and $20 million to $500 million in annual revenue, and we opportunistically invest in properties leased to smaller companies, which we define as regional operators with fewer

than 10 locations and less than $20 million in annual revenue. Although it is not our primary investment focus, we will opportunistically consider investing in properties leased to larger companies. While the creditworthiness of most of our targeted tenants is not rated by a nationally recognized statistical rating organization, we seek to invest in properties leased to companies in our targeted middle-market that we determine have attractive credit characteristics and stable operating histories.

Despite the size of the overall commercial retail real estate market, the market for single-tenant, net leased commercial real estate is highly fragmented. In particular, we believe that there is a limited number of participants addressing the long-term capital needs of unrated middle-market and smaller companies. We believe that many publicly traded REITs that invest in net leased properties concentrate their investment activity in properties leased to tenants whose creditworthiness has been rated by a nationally recognized statistical rating organization, which tend to be larger and often publicly traded organizations, with the result that unrated, middle-market and smaller companies are relatively underserved and offer us an opportunity to make investments with attractive risk-adjusted return potential.

Furthermore, we believe that there is strong demand for our net-lease capital solutions among middle-market and smaller owner-operators that own commercial real estate, in part, due to the bank regulatory environment, which, since the turmoil in the housing and mortgage industries from 2007-2009, has generally been characterized by increased scrutiny and regulation. We believe that this environment has made commercial banks less responsive to the long-term capital needs of unrated middle-market and small companies, many of which have historically depended on commercial banks for their financing. Accordingly, we see an attractive opportunity to address capital needs of these companies by offering them an efficient alternative for financing their real estate versus accessing traditional mortgage or bank debt and/or using their own equity.

As a result, while we believe our net-lease financing solutions may be attractive to a wide variety of companies, we believe our most attractive opportunity is owning properties net leased to middle-market and smaller companies that are generally unrated and have less access to efficient sources of long-term capital than larger, credit-rated companies.

Our Competitive Strengths

We believe the following competitive strengths distinguish us from our competitors and allow us to compete effectively in the single-tenant, net-lease market:

•Carefully Constructed Portfolio of Properties Leased to Service-Oriented or Experience-Based Tenants. We have strategically constructed a portfolio that is diversified by tenant, industry, concept and geography and generally avoids exposure to businesses that we believe are subject to pressure from e-commerce businesses. Our properties are generally subject to long-term net leases that we believe provide us with a stable and predictable base of revenue from which to grow our portfolio. As of December 31, 2021, our portfolio consisted of 1,451 properties, with annualized base rent of $242.9 million, which was purposefully selected by our management team in accordance with our focused and disciplined investment strategy. Our portfolio is diversified with 311 tenants operating 433 different concepts across 46 states and in 16 distinct industries. None of our tenants contributed more than 3.3% of our annualized base rent as of December 31, 2021, and our strategy targets a scaled portfolio that, over time, allows us to derive no more than 5.0% of our annualized base rent from any single tenant or more than 1.0% from any single property.

We focus on investing in properties leased to tenants operating in the service-oriented or experience-based businesses noted above. As of December 31, 2021, 93.1% of our annualized base rent was attributable to tenants operating service-oriented and experience-based businesses.

We believe that our portfolio's diversity and our rigorous underwriting decrease the impact on us of an adverse event affecting an individual tenant, industry or region, and our focus on leasing to tenants in industries where operating properties are essential to generating their revenues and profits (and that we believe are well-positioned to withstand competition from e-commerce businesses), increases the stability and predictability of our rental revenue.

•Differentiated Investment Strategy. We seek to acquire and lease freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities at the property that are essential to the generation of its sales and profits. We primarily seek to invest in properties leased to middle-

market companies that we determine have attractive credit characteristics and stable operating histories. We believe middle-market companies are underserved from a capital perspective and that we can offer them attractive real estate financing solutions while allowing us to enter into leases that provide us with attractive risk-adjusted returns. Furthermore, many net lease transactions with middle-market companies involve properties that are individually relatively small, which allows us to avoid concentrating a large amount of capital in individual properties. We maintain close relationships with our tenants, which we believe allows us to source additional investments and become the capital provider of choice as our tenants' businesses grow and their real estate needs increase.

•Disciplined Underwriting Leading to Strong Portfolio Characteristics. We generally seek to invest in single assets or portfolios of assets through transactions which range in aggregate purchase price from $2 million to $50 million. Our size allows us to focus on investing in a segment of the market that we believe is underserved from a capital perspective and where we can originate or acquire relatively smaller assets on attractive terms that provide meaningful growth to our portfolio. In addition, we seek to invest in commercially desirable properties that are suitable for use by different tenants, offer attractive risk-adjusted returns and possess characteristics that reduce our real estate investment risks. As of December 31, 2021:

•Our leases had a weighted average remaining lease term (based on annualized base rent) of 14.0 years, with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027;

•Master leases contributed 61.3% of our annualized base rent;

•Our portfolio's weighted average rent coverage ratio was 3.7x, with leases contributing 68.7% of our annualized base rent having rent coverage ratios in excess of 2.0x (excluding leases that do not report unit-level financial information);

•Our portfolio was 99.9% occupied;

•Leases contributing 98.6% of our annualized base rent provided for increases in future annual base rent, ranging from 1.0% to 4.0% annually, with a weighted average annual escalation equal to 1.6% of base rent; and

•Leases contributing 94.5% of annualized base rent were triple-net.

•Growth-Oriented Balance Sheet Scalable Infrastructure. We believe our financial position and existing infrastructure support our external growth strategy. As of December 31, 2021, we had the ability to borrow up to $256.0 million under our $400.0 million senior unsecured revolving credit facility that matures in April 2023. In February 2022, we amended and restated our revolving credit facility to, among other things, increase the maximum borrowing availability to $600.0 million. For more information about our indebtedness, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt" and Note 5—Long Term Debt to our consolidated financial statements included elsewhere in this report.

As of December 31, 2021, we had $1.2 billion of gross debt outstanding, with a weighted average maturity of 5.6 years, and net debt of $1.1 billion. For the year ended December 31, 2021, our net income was $96.2 million, our Adjusted EBITDAre was $195.9 million and our Annualized Adjusted EBITDAre was $236.8 million. Our ratio of net debt to Annualized Adjusted EBITDAre was 4.7x as of December 31, 2021. Net debt, Adjusted EBITDAre and Annualized Adjusted EBITDAre are non-GAAP financial measures. For definitions of net debt and Annualized Adjusted EBITDAre, reconciliations of these measures to total debt and net income, respectively, the most directly comparable financial measures calculated in accordance with accounting principles generally accepted in the United States ("GAAP"), and a statement of why our management believes the presentation of these non-GAAP financial measures provide useful information to investors and a discussion of how management uses these measures, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations'—Non-GAAP Financial Measures."

We also maintain an ATM Program and, as of December 31, 2021, we had the ability to issue additional common stock thereunder with an aggregate gross sales price of up to $161.5 million.

•Experienced and Proven Management Team. Our senior management has significant experience in the net lease industry and a track record of growing net lease businesses to significant scale.

Our senior management team has been responsible for our focused and disciplined investment strategy and for developing and implementing our investment sourcing, underwriting, closing and asset management infrastructure, which we believe can support significant investment growth without a proportionate increase in our operating expenses. As of December 31, 2021, 85.2% of our portfolio's annualized base rent was attributable to internally originated sale-leaseback transactions and 86.2% was acquired from parties who had previously engaged in one or more transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources). The substantial experience, knowledge and relationships of our senior leadership team provide us with an extensive network of contacts that we believe allows us to originate attractive investment opportunities and effectively grow our business.

•Asset Base Allows for Significant Growth. Building on our senior leadership team's experience of more than 20 years in net lease real estate investing, we have developed leading origination, underwriting, financing, and property management capabilities. Our platform is scalable, and we seek to leverage our capabilities to improve our efficiency and processes to continue to seek attractive risk-adjusted growth. While we expect that our general and administrative expenses could increase as our portfolio grows, we expect that such expenses as a percentage of our portfolio and our revenues will decrease over time due to efficiencies and economies of scale. During the years ended December 31, 2021, 2020 and 2019, we invested in properties with aggregate investment values of $974.0 million, $602.8 million and $598.1 million, respectively. With our smaller asset base relative to other peers that focus on acquiring net leased real estate, we believe that we can achieve superior growth through manageable acquisition volume.

•Extensive Tenant Financial Reporting Supports Active Asset Management. We seek to enter into leases that obligate our tenants to periodically provide us with corporate and/or unit-level financial reporting, which we believe enhances our ability to actively monitor our investments, actively evaluate credit risk, negotiate lease renewals and proactively manage our portfolio to protect stockholder value. As of December 31, 2021, leases contributing 98.5% of our annualized base rent required tenants to provide us with specified unit-level financial information.

Our Business and Growth Strategies

•Structure and Manage Our Diverse Portfolio with Focused and Disciplined Underwriting and Risk Management. We seek to maintain the stability of our rental revenue and maximize the long-term return on our investments while continuing our growth by using our focused and disciplined underwriting and risk management expertise. When underwriting assets, we emphasize commercially desirable properties, with strong operating performance, healthy rent coverage ratios and tenants with attractive credit characteristics.

Leasing. In general, we seek to enter into leases with (i) relatively long terms (typically with initial terms of 15 years or more and tenant renewal options); (ii) attractive rent escalation provisions; (iii) healthy rent coverage ratios; and (iv) tenant obligations to periodically provide us with financial information, which provides us with information about the operating performance of the leased property and/or tenant and allows us to actively monitor the security of payments under the lease on an ongoing basis. We strongly prefer to use master lease structures, pursuant to which we lease multiple properties to a single tenant on a unitary (i.e., "all or none") basis. In addition, in the context of our sale-leaseback investments, we generally seek to establish contract rents that are at or below prevailing market rents, which we believe enhances tenant retention and reduces our releasing risk if a lease is rejected in a bankruptcy proceeding or expires.

Diversification. We monitor and manage the diversification of our portfolio in order to reduce the risks associated with adverse developments affecting a particular tenant, property, industry or region. Our strategy targets a scaled portfolio that, over time, will (i) derive no more than 5% of its annualized base from any single tenant or more than 1% of its annualized base rent from any single property, (ii) be primarily leased to tenants operating in service-oriented or experience-based businesses and (iii) avoid significant geographic

concentration. While we consider these criteria when making investments, we may be opportunistic in managing our business and make investments that do not meet one or more of these criteria if we believe the opportunity presents an attractive risk-adjusted return.

Asset Management. We are an active asset manager and regularly review each of our properties to evaluate, various factors, including, but not limited to, changes in the business performance at the property, credit of the tenant and local real estate market conditions. Among other things, we use Moody's Analytics RiskCalc ("RiskCalc") to proactively detect credit deterioration. RiskCalc is a model for predicting private company defaults based on Moody's Analytics Credit Research Database. Additionally, we monitor market rents relative to in-place rents and the amount of tenant capital expenditures in order to refine our tenant retention and alternative use assumptions. Our management team utilizes our internal credit diligence to monitor the credit profile of each of our tenants on an ongoing basis. We believe that this proactive approach enables us to identify and address issues in a timely manner and to determine whether there are properties in our portfolio that are appropriate for disposition.

In addition, as part of our active portfolio management, we may selectively dispose of assets that we conclude do not offer a return commensurate with the investment risk, contribute to unwanted geographic, industry or tenant concentrations, or may be sold at a price we determine is attractive. During the year ended December 31, 2021, we sold 38 properties for net sales proceeds of $59.3 million, including two properties that were vacant. We believe that our underwriting processes and active asset management enhance the stability of our rental revenue by reducing default losses and increasing the likelihood of lease renewals.

•Focus on Relationship-Based Sourcing to Grow Our Portfolio by Originating Sale-Leaseback Transactions. We plan to continue our disciplined growth by originating sale-leaseback transactions and opportunistically making acquisitions of properties subject to net leases that contribute to our portfolio’s tenant, industry and geographic diversification. As of December 31, 2021, 85.2% of our portfolio’s annualized base rent was attributable to internally originated sale-leaseback transactions and 86.2% was acquired from parties who had previously engaged in transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources). In addition, we seek to enhance our relationships with our tenants to facilitate investment opportunities, including selectively agreeing to reimburse certain of our tenants for development costs at our properties in exchange for contractually specified rent that generally increases proportionally with our funding. We believe our senior management team’s reputation, in-depth market knowledge and extensive network of long-standing relationships in the net lease industry provide us access to an ongoing pipeline of attractive investment opportunities.

•Focus on Middle-Market Companies in Service-Oriented or Experience-Based Businesses. We primarily focus on investing in properties that we lease on a long-term, triple-net basis to middle-market companies that we determine have attractive credit characteristics and stable operating histories. Properties leased to middle-market companies may offer us the opportunity to achieve superior risk-adjusted returns, as a result of our extensive and disciplined credit and real estate analysis, lease structuring and portfolio composition. We believe our capital solutions are attractive to middle-market companies as such companies often have limited financing options, as compared to larger, credit rated organizations. We also believe that, in many cases, smaller transactions with middle-market companies will allow us to maintain and grow our portfolio's diversification. Middle-market companies are often willing to enter into leases with structures and terms that we consider attractive (such as master leases and leases that require ongoing tenant financial reporting) and believe contribute to the stability of our rental revenue.

In addition, we emphasize investment in properties leased to tenants engaged in service-oriented or experience-based businesses, such as car washes, restaurants (primarily quick service restaurants), early childhood education, medical and dental services, convenience stores, automotive services, equipment rental, entertainment and health and fitness, as we believe these businesses are generally more insulated from e-commerce pressure than many others.

•Internal Growth Through Long-Term Triple-Net Leases That Provide for Periodic Rent Escalations. We seek to enter into long-term (typically with initial terms of 15 years or more and tenant renewal options), triple-net leases that provide for periodic contractual rent escalations. As of December 31, 2021, our leases had a weighted average remaining lease term of 14.0 years (based on annualized base rent), with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027, and

98.6% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average of 1.6% per year.

•Actively Manage Our Balance Sheet to Maximize Capital Efficiency. We seek to maintain a prudent balance between debt and equity financing and to maintain funding sources that lock in long-term investment spreads and limit interest rate sensitivity. As of December 31, 2021, we had $1.2 billion of gross debt outstanding and $1.1 billion of net debt outstanding. Our net income for the year ended December 31, 2021 was $96.2 million, our Adjusted EBITDAre was $195.9 million, our Annualized Adjusted EBITDAre was $236.8 million and our ratio of net debt to Annualized Adjusted EBITDAre was 4.7x. We target a level of net debt that, over time, is generally less than six times our Annualized Adjusted EBITDAre. We have access to multiple sources of debt capital, including bank debt, through our revolving credit and term loan facilities and through our access to unsecured public debt issuances. Net debt, Adjusted EBITDAre and Annualized Adjusted EBITDAre are non-GAAP financial measures. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations'—Non-GAAP Financial Measures."

Competition

We face competition for acquisitions of real property from other investors, including traded and non-traded public REITs, private equity investors and institutional investment funds. Some of our competitors have greater economies of scale, lower costs of capital, access to more sources of capital, a larger base of operating resources and greater name recognition than we do, and the ability to accept more risk. We also believe that competition for real estate financing comes from middle-market business owners themselves, many of whom have had a historic preference to own, rather than lease, the real estate they use in their businesses. This competition may increase the demand for the types of properties in which we typically invest and, therefore, may reduce the number of suitable investment opportunities available to us and increase the prices paid for such investment properties. This competition will increase if investments in real estate become more attractive relative to other forms of investment.

As a landlord, we compete in the multi-billion dollar commercial real estate market with numerous developers and owners of properties, many of which own properties similar to ours in the same markets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose our tenants or prospective tenants, and we may be pressured to reduce our rental rates or to offer substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options in order to retain tenants when our leases expire.

Employees

As of December 31, 2021, we had 37 full-time employees. Our staff is mostly comprised of professionals engaged in originating, underwriting and closing investments; portfolio asset management; portfolio servicing (e.g., collections, property tax compliance, etc.); and accounting, financial reporting, cash management and capital markets activities. Women comprise nearly 38% of our employees and hold approximately 31% of our management positions, providing significant leadership at our company, and minorities comprise 32% of our employees. Our commitment to diversity also extends to our board of directors, as three of its seven independent members, or approximately 38%, are women. Additionally, we have a consistent and strong record of hiring veterans of the U.S. military, including our chief executive officer.

We seek to provide a dynamic work environment that promotes the retention and development of our employees, and is a differentiating factor in our ability to attract new talent. We strive to offer our employees attractive and equitable compensation, regular opportunities to participate in professional development activities, outlets for civic engagement and reasonable flexibility to allow a healthy work/life balance.

We value equal opportunity in the workplace and fair employment practices. We have built an inclusive culture that encourages, supports and celebrates our diverse employee population. We endeavor to maintain a workplace that is free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression, or any other status protected by applicable law. We conduct annual training in an effort to ensure that all employees remain aware of and help prevent harassment and discrimination.

Our compensation program is designed to attract and retain talent, and align our employee’s efforts with the interests of all of our stakeholders. Factors we evaluate in connection with hiring, developing, training, compensating and advancing individuals include, but are not limited to, qualification, performance, skill and experience. Our employees are fairly compensated based on merit, without regard to color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression, or any other status protected by applicable law.

Environmental, Social and Governance (ESG)

We are focused on advancing and continuing to develop our sustainability agenda and culture for the benefit of all of our stakeholders and our tenants. We are committed to operating in an environmentally conscious manner and maintaining an engaging and inclusive environment for our employees. We believe that sustainability, a positive corporate culture, that acknowledges the importance of our stockholders, tenants, employees, business associates and good corporate citizenship, and effective corporate governance are critical to our ability to create sustainable long-term value.

Environmental Sustainability

We are committed to environmental stewardship and operating our business in a sustainable manner. We recognize that the properties we lease to tenants can have a substantial impact on the environment and the health and safety of building occupants. Additionally, we have a direct carbon footprint through space occupied by us. Accordingly, our investment, leasing and asset management practices are informed by our commitment to operate in a sustainable manner that we believe will support long-term value.

Our Properties. As a net-lease REIT, we do not control the day-to-day operations and activities at our properties that are leased to tenants. Generally, our tenants have exclusive control over, and the ability to institute energy conservation and environmental management programs at, our properties. While we are not able to mandate the sustainability practices of our tenants, our leases generally require our tenants to fully comply with all applicable environmental laws, rules and regulations, and our asset management department actively monitors our properties in an effort to ensure that tenants are meeting their obligations with respect to environmental matters. Prior to acquiring a property, we obtain a Phase I environmental site assessment to seek to identify any environmental issues and structure the related lease accordingly.

Additionally, as a part of our sustainability strategy, we modified our standard lease terms in 2021 to provide us with the right to implement certain sustainability measures directly at our properties and to require our tenants to periodically provide us, at least annually, with information regarding their resource consumption, such as electricity and water usage. We believe that being aware of and, to the extent that we are able, addressing environmental issues are important aspects of maintaining a business that is successful and sustainable over the long-term. Accordingly, we believe that supporting our tenants’ efforts to implement sustainability initiatives enhances their operations and prospects for success and therefore our own.

Since the second quarter of 2021, we have been developing our initial sustainability loan program, which will offer certain tenants the opportunity to receive loans from us, with loan proceeds required to be used by the tenant/borrower for implementing sustainability initiatives at the property or properties leased from us. Improvements that might be funded through the program include, lighting and lighting control systems, HVAC controls, insulation, water efficiency systems, solar energy systems and electric vehicle charging stations. The primary objective of the program is to offer financing to participating tenants to pursue their sustainability goals, which we believe will provide them with benefits, including the potential to reduce their carbon footprints and certain operating costs, and deploying sustainable features that may promote increased brand identity and customer adoption or loyalty.

We are evaluating additional sustainability programs that we may offer tenants designed to promote operating efficiencies that are supportive of environmental sustainability. As our sustainability strategy evolves, we intend to identify “sustainability partners” that may assist us or our participating tenants in evaluating the costs and benefits of sustainability solutions and procuring and implementing/installing sustainability solutions. Additionally, a sustainability partner may assist participating tenants in identifying, applying for and obtaining payments, grants, credits or similar financial incentives related to sustainability solutions financed by us that may be available from utility companies, governmental authorities or other parties. Generally, we expect that any cash payments, grants, credits or similar financial incentives received by the tenant/borrower will be used to repay amounts outstanding under the related sustainability loan.

Our Headquarters. In addition to assisting our tenants with their sustainability initiatives, we recognize that our Company has a direct carbon footprint at space occupied by us that we are committed to reducing. We emphasize sustainability at our corporate headquarters, lease space in a building that is certified under the EPA’s Energy Star certification program and implement sustainability measures that seek to reduce our environmental impact and carbon footprint, such as:

•Using energy efficient lighting and automated lighting control systems;

•Minimizing HVAC and heating run times;

•Maintaining an active single-stream recycling program for paper, plastic and cans;

•Purchasing Energy Star certified computers, monitors and printers;

•Using Energy Star power management settings on our computers and monitors;

•Disposing all ink cartridges utilizing the manufacturer’s recycling program; and

•Providing water dispensing machines and eliminating the use of plastic and styrofoam cups and plastic water bottles.

Social Matters: Company Culture

We seek to provide an engaging, inclusive and safe work environment that promotes the development and retention of employees, and is a competitive advantage in attracting new talent. We are committed to providing our employees with a rewarding work experience that allows for meaningful career development. We strive to offer employees attractive and equitable compensation, regular opportunities to participate in professional development activities, outlets for civic engagement and reasonable accommodations to promote a healthy work/life balance.

We value equal opportunity in the workplace and fair employment practices. We believe diversity encourages innovative thinking and aligns us with our tenants and the community around us. We have a talented and diverse group of employees, and we are committed to maintaining an inclusive and rewarding work environment. Among the programs and benefits that we offer employees are:

•Competitive compensation;

•Medical, dental and vision insurance for all employees and their families;

•A 401(k) plan with a matching contribution;

•Access to a free onsite gym;

•Continuing education reimbursement;

•Paid internship program; and

•Paid vacation, holiday and personal days.

Our commitment to maintaining a positive work environment extends beyond offering attractive compensation and opportunities for professional development. We actively promote a dynamic and inclusive work environment by:

•Fostering employee engagement through weekly and quarterly “all-hands” meetings where corporate achievements and objectives are broadly communicated. All employees are encouraged to provide input into the development of our business and raise suggestions or concerns they may have.

•Team building initiatives, including Company-sponsored sports teams, an annual summer outing and a holiday celebration. We believe that actively promoting a collegial work environment develops a cohesive team and a shared sense of mission, and is an important element of driving long-term success.

•Encouraging civic engagement by supporting local organizations. We encourage our employees to volunteer with local organizations that are meaningful to them, and we support organizations that are important to our

employees and our community, such as The Capital Area YMCA, Better Beginnings Child Development Center (an organization that provides affordable childcare for working parents) and Alex’s Lemonade Stand Foundation (an organization that seeks to cure childhood cancer and support families with children battling cancer).

Governance

Our board of directors has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees. These documents are available on our website. We are committed to managing our Company for the benefit of all of our stakeholders and achieving long-term stockholder value. Maintaining effective corporate governance is a critical component of our Company, and key aspects of our governance include:

•Board independence—seven of our eight directors are independent;

•We have an independent non-executive board chairman;

•Each member of the audit, compensation and nominating and corporate governance committees of our board is independent;

•Our independent directors hold regular executive sessions without management;

•We hold annual elections for all our directors;

•We conduct regular assessments of our board and board committees;

•We value periodic board refreshment to promote effective board structure and composition;

•We have implemented a “whistleblower” policy that allows directors, officers and employees to file reports on a confidential and anonymous basis regarding any issue of impropriety, violation of law, violation of corporate or other policies, or unethical business practices;

•Subject to certain exceptions, a majority of our stockholders can amend our bylaws;

•We have adopted a stock ownership policy applicable to our executive officers and directors;

•We have policies that prohibit our officers, directors and employees from hedging our stock, and prohibit our directors and executive officers from pledging or otherwise encumbering our securities as collateral for indebtedness.

One of the key responsibilities of our board of directors is informed oversight of our risk management process. Our board administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each of which is comprised solely of non-employee, independent directors and addresses risks specific to its respective areas of oversight.

Audit Committee. The principal functions of our Audit Committee include oversight relating to:

•The integrity of our financial statements;

•Our compliance with legal and regulatory requirements;

•The evaluation of the qualifications and independence of our independent registered public accounting firm; and

•The performance of our internal audit function.

The Audit Committee is also responsible for engaging, evaluating, compensating and overseeing an independent registered public accounting firm charged with auditing our financial statements, reviewing with such firm the plans for and results of the audit of our financial statements, 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.

Compensation Committee. The principal functions of our Compensation Committee include:

•Assisting the independent directors in discharging the board’s responsibilities relating to compensation of the Company’s executive officers and directors and approving individual executive officer compensation intended to attract, retain and appropriately reward employees in order to motivate their performance in the achievement of the Company’s business objectives and align their interests with the long-term interests of the Company’s stockholders; and

•Reviewing and recommending to the board compensation plans, policies and programs.

Nominating and Corporate Governance Committee. The principal functions of our Nominating and Corporate Governance Committee include:

•Identifying, evaluating and recommending individuals qualified to become members of the board;

•Selecting, or recommending that the board select, the director nominees to stand for election at each annual meeting of stockholders or to fill vacancies on the board;

•Developing and recommending to the board a set of corporate governance guidelines applicable to the Company;

•Supporting the Company's commitment to environmental stewardship and sustainability, corporate social responsibility and effective corporate governance; and

•Overseeing the annual performance evaluation of the board and its committees and management.

In addition, the Nominating and Corporate Governance Committee monitors our overall risk management process at an enterprise level, and periodically evaluates various risks and the processes in place to monitor and mitigate such risks, including portfolio risks, operational risks, balance sheet risks and human capital risks. As a part of its oversight function, the Nominating and Corporate Governance Committee also reviews quarterly management reports addressing various environmental, corporate social responsibility and governance matters, and our progress in achieving related objectives.

Insurance

Our tenants are generally contractually required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Our leases generally require our tenants to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. Depending on the location of the property, other losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, other losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. If there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged. See "Item 1A. Risk Factor-"Risks Related to Our Business and Properties-Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us."

In addition to being a named insured on our tenants' liability and property insurance policies, we separately maintain commercial insurance policies providing general liability and umbrella coverages associated with our portfolio. We also maintain full property coverage on all untenanted properties and other property coverage as may be required by our lenders, which are not required to be carried by our tenants under our leases.

Regulation and Requirements

Our properties are subject to various laws, ordinances and regulations, including those relating to fire and safety requirements, and affirmative and negative covenants and, in some instances, common area obligations. Compliance with applicable requirements may require modifications to our properties, and the failure to comply with applicable requirements could result in the imposition of fines or an award of damages to private litigants, as well as the incurrence of the costs of making modifications to attain compliance. Our tenants have primary responsibility for compliance with these requirements pursuant to our leases. We believe that each of our properties has the necessary permits and approvals.

Environmental Matters

Federal, state and local environmental laws and regulations regulate, and impose liability for, releases of hazardous or toxic substances, hazardous waste or petroleum products into the environment. Under various of these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, clean-up and monitoring costs incurred by those parties in connection with the actual or threatened contamination. These laws may impose clean-up responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the presence of the contamination. The liability under these laws may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may seek to obtain contributions from other identified, solvent, responsible parties of their fair share toward these costs. These costs may be substantial, and can exceed the value of the property. In addition, some environmental laws may create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination. As the owner or operator of real estate, we also may be liable under common law to third parties for damages and injuries resulting from environmental contamination present at, or emanating from, the real estate. The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral, and may adversely impact our investment in that property.

Some of our properties contain, have contained, or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances. Similarly, some of our properties were used in the past for commercial or industrial purposes, or are currently used for commercial purposes, that involve or involved the use of petroleum products or other hazardous or toxic substances, the generation and storage of hazardous waste, or that are adjacent to or near properties that have been or are used for similar commercial or industrial purposes. These operations create a potential for the release of petroleum products, hazardous waste or other hazardous or toxic substances, and we could potentially be required to pay to clean up any contamination. In addition, environmental laws regulate a variety of activities that can occur on a property, including the storage of petroleum products, hazardous waste, or other hazardous or toxic substances, air emissions, water discharges, hazardous waste generation, and exposure to lead-based paint. Such laws may impose fines or penalties for violations, and may require permits or other governmental approvals to be obtained for the operation of a business involving such activities. In addition, as an owner or operator of real estate, we can be liable under common law to third parties for damages and injuries resulting from the presence or release of petroleum products, hazardous waste, or other hazardous or toxic substances present at, or emanating from, the real estate. As a result of the foregoing, we could be materially and adversely affected.

Environmental laws also govern the presence, maintenance and removal of asbestos-containing material ("ACM"). Federal regulations require building owners and those exercising control over a building's management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations. As a result of these regulations, building owners and those exercising control over a building's management may be subject to an increased risk of personal injury lawsuits under common law by workers and others exposed to ACM. The regulations may affect the value of a building containing ACM in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. These laws may impose liability for improper handling or a release into the environment of ACM and may

provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs.

Before completing any property acquisition, we obtain environmental assessments in order to identify potential environmental concerns at the property. These assessments are carried out in accordance with the Standard Practice for Environmental Site Assessments (ASTM Practice E 1527-13) as set by ASTM International, formerly known as the American Society for Testing and Materials, and generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property's chain of title and review of historical aerial photographs and other information on past uses of the property. These assessments are limited in scope. If, however, recommended in the initial assessments, we may undertake additional assessments such as soil and/or groundwater samplings or other limited subsurface investigations and ACM or mold surveys to test for substances of concern. A prior owner or operator of a property or historic operations at our properties may have created a material environmental condition that is not known to us or the independent consultants preparing the site assessments. Material environmental conditions may have arisen after the review was completed or may arise in the future, and future laws, ordinances or regulations may impose material additional environmental liability. If environmental concerns are not satisfactorily resolved in any initial or additional assessments, we may obtain environmental insurance policies to insure against potential environmental risk or loss depending on the type of property, the availability and cost of the insurance and various other factors we deem relevant (i.e., an environmental occurrence affects one of our properties where our lessee may not have the financial capability to honor its indemnification obligations to us). Our ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any.

Generally, our leases require the lessee to comply with environmental law and provide that the lessee will indemnify us for any loss or expense we incur as a result of lessee's violation of environmental law or the presence, use or release of hazardous materials on our property attributable to the lessee. If our lessees do not comply with environmental law, or we are unable to enforce the indemnification obligations of our lessees, our results of operations would be adversely affected.

We cannot predict what other environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist on the properties in the future. Compliance with existing and new laws and regulations may require us or our tenants to spend funds to remedy environmental problems. If we or our tenants were to become subject to significant environmental liabilities, we could be materially and adversely affected.

Item 1A. Risk Factors.

There are many factors that may adversely affect us, some of which are beyond our control. The occurrence of any of the following risks could materially and adversely impact our financial condition, results of operations, cash flows and liquidity, prospects, the market price of our common stock, and our ability to, among other things, service our debt and to make distributions to our stockholders. Some statements in this report including statements in the following risk factors constitute forward-looking statements. See "Special Note Regarding Forward-Looking Statements."

Risks Related to Our Business and Properties

We are subject to risks related to the ownership of commercial real estate that could adversely impact the value of our properties.

Factors beyond our control can affect the performance and value of our properties. Our performance is subject to risks incident to the ownership of commercial real estate, including: the possible inability to collect rents from tenants due to financial hardship, including tenant bankruptcies; changes in local real estate conditions and tenant demand for our properties; changes in consumer trends and preferences that reduce the demand for products and services offered by our tenants; adverse changes in national, regional and local economic conditions; inability to re-lease or sell properties upon expiration or termination of leases; environmental risks; the subjectivity and volatility of real estate valuations and the relative illiquidity of real estate investments compared to many other financial assets, which may limit our ability to modify our portfolio promptly in response to changes in economic or other conditions; changes in laws and governmental regulations, including those governing real estate usage and zoning; acts of God, including natural disasters, which may result in uninsured losses; and acts of war or terrorism, including terrorist attacks.

Adverse changes in the U.S., global and local markets and related economic and supply chain conditions may materially and adversely affect us and the ability of our tenants to make rental payments to us.

Our results of operations, as well as the results of operations of our tenants, are sensitive to changes in U.S., global and local regions or markets that impact our tenants’ businesses. Adverse changes or developments in U.S., global or regional economic or supply chain conditions may impact our tenants’ financial condition, which may adversely impact their ability to make rental payments to us and may also impact their current or future leasing practices. During periods of supply chain disruption or economic slowdown and declining demand for real estate, we may experience a general decline in rents or increased rates of default under our leases. A lack of demand for rental space could adversely affect our ability to maintain our current tenants and attract new tenants, which may affect our growth, profitability and ability to pay dividends.

Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us.

The success of our investments is materially dependent on the financial stability and operating performance of our tenants. The success of any one of our tenants is dependent on the location of the leased property, its individual business and its industry, which could be adversely affected by poor management, economic conditions in general, changes in consumer trends and preferences that decrease demand for a tenant's products or services or other factors over which neither they nor we have control.

At any given time, any tenant may experience a downturn in its business that may weaken its operating results or the overall financial condition of individual properties or its business as whole. As a result, a tenant may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy. We depend on our tenants to operate the properties leased from us in a manner which generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage, pay real estate taxes and maintain the properties in a manner so as not to jeopardize their operating licenses or regulatory status. The ability of our tenants to fulfill their obligations under our leases generally depends, to a significant degree, upon the overall profitability of their operations. Cash flow generated by certain tenant businesses may not be sufficient for a tenant to meet its obligations to us. We could be materially and adversely affected if a number of our tenants were unable to meet their obligations to us.

Our assessment that certain businesses are more insulated from e-commerce pressure than many others may prove to be incorrect, and changes in macroeconomic trends may adversely affect our tenants, either of which could impair our tenants' ability to make rental payments to us and materially and adversely affect us.

Technology and business conditions, particularly in the retail industry, are rapidly changing, and our tenants may be adversely affected by technological innovation, changing consumer preferences and competition from non-traditional sources. Businesses previously thought to be internet resistant, such as the retail grocery industry, have proven to be susceptible to competition from e-commerce. To the extent our tenants face increased competition from non-traditional competitors, such as internet vendors, some of which may have different business models and larger profit margins, their businesses could suffer. There can be no assurance that our tenants will be successful in

meeting any new competition, and a deterioration in our tenants’ businesses could impair their ability to meet their lease obligations to us and materially and adversely affect us.

Properties occupied by a single tenant pursuant to a single-tenant lease subject us to significant risk of tenant default.

Our strategy focuses primarily on investing in single-tenant triple-net leased properties throughout the United States. The financial failure of, or default in payment by, a single tenant under its lease is likely to cause a significant or complete reduction in our rental revenue from that property and a reduction in the value of the property. This risk is magnified in situations where we lease multiple properties to a single tenant under a master lease. The default of a tenant that leases multiple properties from us or its decision not to renew its master lease upon expiration could materially and adversely affect us.

Periodically, we have experienced, and we may experience in the future, a decline in the fair value of our real estate assets, resulting in impairment charges that impact our financial condition and results of operations.

A decline in the fair market value of our long-lived assets may require us to recognize an impairment against such assets (as defined by the Financial Accounting Standards Board (“FASB”)) if certain conditions or circumstances related to an asset were to change and we were to determine that, with respect to any such asset, the cash flows no longer support the carrying value of the asset. The fair value of our long-lived assets depends on market conditions, including estimates of future demand for these assets, and the revenues that can be generated from such assets. When such a determination is made, we recognize the estimated unrealized losses through earnings and write down the depreciated cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be impaired. Such impairment charges reflect non-cash losses at the time of recognition, and subsequent dispositions or sales of such assets could further affect our future losses or gains, as they are based on the difference between the sales price received and the adjusted depreciated cost of such assets at the time of sale.

Geographic, industry and tenant concentrations reduce the diversity of our portfolio and make us more susceptible to adverse economic or regulatory developments in those areas or industries.

Geographic, industry and tenant concentrations expose us to greater economic or regulatory risks than if we owned a more diverse portfolio. Our business includes substantial holdings in the following states as of December 31, 2021 (based on annualized base rent): Texas (13.6%), Ohio (6.9%), Georgia (6.8%), Florida (6.6%) and Wisconsin (4.6%). We are susceptible to adverse developments in the economic or regulatory environments of the geographic areas in which we own substantial assets (or in which we may develop a substantial concentration of assets in the future), such as COVID-19 pandemic surges and measures intended to mitigate its spread, business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes or costs of complying with governmental regulations. As of December 31, 2021, leases representing approximately 20.3% of our annualized base rent were with tenants in industries that have been particularly adversely affected by the COVID-19 pandemic, including casual and family dining (8.6% of annualized base rent), health and fitness (4.6% of annualized base rent), entertainment (4.5% of annualized base rent), movie theaters (1.7% of annualized base rent) and home furnishings (0.8% of annualized base rent). Accordingly, to the extent the pandemic measures intended to mitigate its spread or changed consumer preferences continue to adversely affect these industries, our tenants in these industries could fail to meet their obligations to us, and we could be required to provide further tenant concessions.

As of December 31, 2021, our five largest tenants contributed 11.3% of our annualized base rent, and our ten largest tenants contributed 19.7% of our annualized base rent. If one of these tenants, or another tenant that occupies a significant portion of our properties or whose lease payments represent a significant portion of our rental revenue, were to experience financial weakness or file for bankruptcy, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity, and prospects.

As we continue to acquire properties, our portfolio may become more concentrated by geographic area, industry or tenant. If our portfolio becomes less diverse, our business will be more sensitive to the general economic downturn in a particular geographic area, to changes in trends affecting a particular industry and to the financial weakness, bankruptcy or insolvency of fewer tenants.

The vast majority of our properties are leased to unrated tenants whose credit is evaluated through our internal underwriting and credit analysis. However, the tools we use to measure credit quality, such as property-level rent coverage ratio, may not be accurate.

The vast majority of our properties are leased to unrated tenants whose credit is evaluated through our internal underwriting and credit analysis. Substantially all of our tenants are required to provide financial information to us periodically or, in some instances, at our request. As of December 31, 2021, leases contributing 98.5% of our annualized base rent required tenants to provide us with specified unit-level financial information and leases contributing 98.6% of our annualized base rent required tenants to provide us with corporate-level financial information.

We analyze the creditworthiness of our tenants using Moody’s Analytics RiskCalc, which provides an estimated default frequency (“EDF”) and a “shadow rating”, and a lease's property-level rent coverage ratio. Our methods may not adequately assess the risk of an investment. An EDF score and a shadow rating are not the same as, and may not be as indicative of creditworthiness as, a rating published by a nationally recognized statistical rating organization. Our calculations of EDFs, shadow ratings and rent coverage ratios are unaudited and are based on financial information provided to us by our tenants and prospective tenants without independent verification on our part, and we assume the appropriateness of estimates and judgments that were made by the party preparing the financial information. If our assessment of credit quality proves to be inaccurate, we may be subject to defaults, and our cash flows may be less stable. The ability of an unrated tenant to meet its obligations to us may be more speculative than that of a rated tenant.

We may be unable to renew expiring leases with the existing tenants or re-lease the spaces to new tenants on favorable terms or at all.

Our results of operations depend to a significant degree on our ability to continue to lease our properties, including renewing expiring leases, leasing vacant space and re-leasing space in properties where leases are expiring and leasing vacant space. As of December 31, 2021, our occupancy was 99.9% and leases representing approximately 0.2% of our annualized base rent as of such date will expire prior to 2023. Current tenants may decline to renew leases and we may not be able to find replacement tenants. We cannot guarantee that leases that are renewed or new leases will have terms that are as economically favorable to us as the expiring leases, or that substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options will not be offered to retain tenants or attract new tenants or that we will be able to lease a property at all. We may experience significant costs in connection with re-leasing a significant number of our properties, which could materially and adversely affect us.

The tenants that occupy our properties compete in industries that depend upon discretionary spending by consumers. A reduction in the willingness or ability of consumers to physically patronize and use their discretionary income in the businesses of our tenants and potential tenants could adversely impact our tenants’ business and thereby adversely impact our ability to collect rents and reduce the demand for our properties.

Most of our portfolio is leased to tenants operating service-oriented or experience-based businesses at our properties. As of December 31, 2021, the largest industries in our portfolio were restaurants (including quick service and casual and family dining), early childhood education, medical and dental services, car washes, automotive services, convenience stores, health and fitness and entertainment (including movie theaters) . As of December 31, 2021, tenants operating in those industries represented approximately 84.7% of our annualized base rent. EquipmentShare, Captain D's, Applebee's, WhiteWater Express Car Wash, Mister Car Wash, Spare Time, The Nest Schools, Circle K, Festival Foods and AMC represent the largest concepts in our portfolio. These types of businesses were severely affected by the COVID-19 pandemic, principally due to store closures or limitations on operations (which may be government-mandated or voluntary) and reduced economic activity. While restrictions have generally been lifted and many of our tenants' businesses have generally recovered from pandemic-induced declines, it is unclear if restrictions will be reinstituted in the future. The success of most of these businesses depends on the willingness of consumers to physically patronize their businesses and use discretionary income to purchase their products or services. To the extent the COVID-19 pandemic causes a secular change in consumer behavior that reduces patronage of service-based and/or experience-based businesses, many of our tenants would be adversely affected and their ability to meet their obligations to us could be further impaired. Additional adverse economic conditions and other developments that discourage consumer spending, such as high unemployment

levels, wage stagnation, interest rates, inflation, tax rates and fuel and energy costs, may have an impact on the results of operations and financial conditions of our tenants and their ability to pay rent to us.

Our ability to realize future rent increases on some of our leases may vary depending on changes in the CPI.

Our leases often provide for periodic contractual rent escalations. As of December 31, 2021, leases contributing 98.6% of our annualized base rent provided for increases in future annual base rent, generally ranging from 1.0% to 4.0% annually, with a weighted average annual escalation equal to 1.6% of base rent. Although many of our rent escalators increase rent at a fixed amount on fixed dates, approximately 3.7% of our rent escalators relate to an increase in the CPI over a specified period. During periods of low inflation or deflation, small increases or decreases in the CPI will subject us to the risk of receiving lower rental revenue than we otherwise would have been entitled to receive if our rent escalators were based on higher fixed percentages or amounts. Conversely, during periods of relatively high inflation, fixed rate rent increases may be lower than the rate of inflation, resulting in a deterioration of the real return on our assets.

Inflation may materially and adversely affect us and our tenants.

While our tenants are generally obligated to pay property-level expenses relating to the properties they lease from us (e.g., maintenance, insurance and property taxes), we incur other expenses, such as general and administrative expense, interest expense relating to our debt (some of which bears interest at floating rates) and carrying costs for vacant properties. These expenses would increase in an inflationary environment, and such increases may exceed any increase in revenue we receive under our leases. Additionally, increased inflation may have an adverse impact on our tenants if increases in their operating expenses exceed increases in their revenue, which may adversely affect the tenants' ability to pay rent owed to us and meet other lease obligations, such as paying property taxes and insurance and maintenance costs.

Some of our tenants operate under franchise or license agreements, and, if they are terminated or not renewed prior to the expiration of their leases with us, that would likely impair their ability to pay us rent.

As of December 31, 2021, tenants contributing 13.3% of our annualized base rent operated under franchise or license agreements. Often, our tenants’ franchise or license agreements have terms that end prior to the expiration dates of the properties they lease from us. In addition, a tenant's rights as a franchisee or licensee typically may be terminated and the tenant may be precluded from competing with the franchisor or licensor upon termination. Usually, we have no notice or cure rights with respect to such a termination and have no rights to assignment of any such franchise agreement. This may have an adverse effect on our ability to mitigate losses arising from a default on any of our leases. A franchisor's or licensor's termination or refusal to renew a franchise or license agreement would likely have a material adverse effect on the ability of the tenant to make payments under its lease, which could materially and adversely affect us.

Certain provisions of our leases may be unenforceable.

Our rights and obligations with respect to our leases are governed by written agreements. A court could determine that one or more provisions of such an agreement are unenforceable. We could be adversely impacted if this were to happen with respect to a property or group of properties.

The bankruptcy or insolvency of a tenant could result in the termination or modification of such tenant's lease and material losses to us.

The occurrence of a tenant bankruptcy or insolvency could diminish the income we receive from that tenant's lease or leases or force us to “take back” a property as a result of a default or a rejection of a lease by a tenant in bankruptcy. Bankruptcy risk is more acute in situations where we lease multiple properties to a tenant pursuant to a master lease. If a tenant becomes bankrupt, the automatic stay created by the bankruptcy will prohibit us from collecting pre-bankruptcy debts from that tenant, or from its property, or evicting such tenant based solely upon such bankruptcy or insolvency, unless we obtain an order permitting us to do so from the bankruptcy court. In addition, a bankrupt or insolvent tenant may be authorized to reject and terminate its lease or leases with us. Any claims against such bankrupt tenant for unpaid future rent would be subject to statutory limitations that would likely result in our receipt of rental revenues that are substantially less than the contractually specified rent we are owed under the lease or leases. In addition, any claim we have for unpaid past rent, if any, may not be paid in full. We may also be

unable to re-lease a property whose lease is terminated or rejected in a bankruptcy proceeding on comparable terms (or at all) or to sell any such property. As a result, a significant number of tenant bankruptcies may materially and adversely affect us.

Tenants who are considering filing for bankruptcy protection may request that we agree to amendments of their master leases to remove certain of the properties they lease from us under such master leases. We cannot guarantee that we will be able to sell or re-lease properties that we agree to release from tenants' leases in the future or that lease termination fees, if any, will be sufficient to make up for the rental revenues lost as a result of lease amendments.

Property vacancies could result in us having to incur significant capital expenditures to re-tenant the properties.

Many of our leases relate to properties that have been designed or physically modified for a particular tenant. If such a lease is terminated or not renewed, we may be required to renovate the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant. In addition, if we determine to sell the property, we may have difficulty selling it to a party other than the tenant due to the special purpose for which the property may have been designed or modified. This potential illiquidity may limit our ability to quickly modify our portfolio in response to changes in economic or other conditions, including tenant demand.

Defaults by borrowers on loans we hold could lead to losses.

We make mortgage and other loans, which may be unsecured, to extend financing to tenants at certain of our properties. A default by a borrower on its loan payments to us that would prevent us from earning interest or receiving a return of the principal of our loan could materially and adversely affect us. In the event of a default, we may also experience delays in enforcing our rights as lender and may incur substantial costs in collecting the amounts owed to us and in liquidating any collateral. Where collateral is available, foreclosure and other similar proceedings used to enforce payment of real estate loans are generally subject to principles of equity, which are designed to relieve the indebted party from the legal effect of that party's default. In the event we have to foreclose on a property, the amount we receive from the foreclosure sale of the property may be inadequate to fully pay the amounts owed to us by the borrower and our costs incurred to foreclose, repossess and sell the property.

We may be unable to identify and complete acquisitions of suitable properties, which may impede our growth, and our future acquisitions may not yield the returns we seek.

Growth through property acquisitions is a primary element of our strategy. Our ability to expand through acquisitions requires us to identify, finance and complete acquisitions or investment opportunities that are compatible with our growth strategy and to successfully finance and integrate newly acquired properties into our portfolio, which may be constrained by the following significant risks: we face competition from other real estate investors, some of which have greater economies of scale, lower costs of capital, access to more financial resources and greater name recognition than we do, a greater ability to borrow funds and the ability to accept more risk than we can prudently manage, which may significantly reduce our acquisition volume or increase the purchase price for property we acquire, which could reduce our growth prospects; we may be unable to locate properties that will produce a sufficient spread between our cost of capital and the lease rate we can obtain from a tenant, in which case our ability to profitably grow our company will decrease; we may fail to have sufficient capital resources to complete acquisitions or our cost of capital could increase; we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete; we may acquire properties that are not accretive to our results upon acquisition; our cash flow from an acquired property may be insufficient to meet our required principal and interest payments with respect to debt used to finance the acquisition of such property; we may discover unexpected items, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an investment opportunity after incurring expenses related thereto; we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties; we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities, such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties; we may obtain only limited warranties when we acquire a

property, including properties purchased in “as is” condition on a “where is” basis and “with all faults,” without warranties of merchantability or fitness for a particular purpose and pursuant to purchase agreements that contain only limited warranties, representations and indemnifications that survive for only a limited period after the closing. If any of these risks are realized, we may be materially and adversely affected.

Our real estate investments are generally illiquid which could significantly impede our ability to respond to market conditions or adverse changes in the performance of our tenants or our properties and which would harm our financial condition.

Our investments are relatively difficult to sell quickly. As a result of this illiquidity, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial or investment conditions is limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objective by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or even the lack of an established market for a property, changes adversely affecting the tenant of a property, changes adversely affecting the area in which a particular property is located, adverse changes in the financial condition or prospects of prospective purchasers and changes in local, national or international economic conditions.

In addition, the Internal Revenue Code of 1986, as amended (the “Code”), imposes restrictions on a REIT's ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be in our best interest. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.

Our growth depends on third-party sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all.

In order to qualify as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at the corporate rate to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gain. Accordingly, we will not be able to fund all of our future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we rely on external third-party sources to fund a portion of our capital needs. Our access to debt and equity capital, and the cost thereof, depends, on many factors, including general market conditions, interest rates, inflation, the market's perception of our growth potential, our debt levels, our current and expected future earnings, our cash flow and cash distributions, and the market price of our common stock. The COVID-19 pandemic has significantly and adversely impacted global, national, regional and local economic activity and has contributed to significant volatility and negative pressure in the financial markets.

If we cannot obtain capital from third-party sources, or if our cost of capital increases materially, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to qualify as a REIT.

Loss of senior executives with long-standing business relationships could materially impair our ability to operate successfully.

Our ability to operate our business and grow our portfolio depend, in large part, upon the efforts of our senior executive team. Several of our executives have extensive experience and strong reputations in the real estate industry and have been important in setting our strategic direction, operating our business, assembling and growing our portfolio, identifying, recruiting and training key personnel, and arranging necessary financing. In particular, relationships that these individuals have with financial institutions and existing and prospective tenants are important to our growth and the success of our business. The loss of services of one or more members of our senior management team, including due to the adverse health effects of the COVID-19 pandemic, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and

weaken our relationships with lenders, business partners, existing and prospective tenants and industry personnel, which could materially and adversely affect us.

The COVID-19 pandemic has materially and adversely impacted our business and could further affect our financial condition, results of operations, cash flows and liquidity, prospects, access to and costs of capital, the trading price of our common stock and our ability to service our debt and make distributions to our stockholders.

The impact of the COVID-19 pandemic and its resurgences continue to rapidly evolve, and many states and cities, including many of those where we own properties, have instituted and may reinstitute lockdowns, quarantines, restrictions on travel, “shelter in place” rules, school closures and/or restrictions on the types of businesses that may continue to operate or limitations on certain business operations. These actions and the resulting decline in economic activity and consumer confidence severely impaired the ability of many of our tenants to operate their businesses and meet their obligations to us, including rental payment obligations. While restrictions have generally been lifted and many of our tenants’ businesses have generally recovered from pandemic-induced declines, it is unclear if restrictions will be reinstituted, in whole or in part, in response to future surges or waves of the pandemic, including the Delta and Omicron variants.

Since the onset of the pandemic, we have granted several of our tenants rent deferrals or other concessions. These rent deferrals were negotiated on a tenant-by-tenant basis and, in general, allow a tenant to defer all or a portion of its rent for a specified period, with all of the deferred rent to be paid to us pursuant to a schedule that generally extends up to 24 months from the original due date of the deferred rent. Our tenants have generally been performing under their deferral agreements, however, it is possible that the existing deterioration, or further deterioration, in our tenants’ ability to operate their businesses, caused by the COVID-19 pandemic or otherwise, will cause our tenants to be unable or unwilling to meet their contractual obligations to us, including the payment of rent (including deferred rent) or to request further rent deferrals or other concessions. This would become more likely if the COVID-19 pandemic intensifies with a new variant, such as Omicron, or persists for a prolonged period or if there is an economic shut down; if the United States enters into a recessionary period or if reduced consumer confidence further weakens economic activity; or if ongoing vaccination efforts are unsuccessful or delayed. To the extent the pandemic causes a secular change in consumer behavior that reduces patronage of service-based and/or experience-based businesses, many of our tenants would be adversely affected and their ability to meet their obligations to us could be further impaired. The rent deferrals reduce our cash flow from operations, reduce our cash available for distribution and adversely affect our ability to service our debt and make cash distributions to common stockholders. Furthermore, if tenants are unable to pay their deferred rent, we will not receive cash in the future in accordance with our expectations. In addition to COVID-19’s impact on our rental revenues, it has resulted, and may continue to result, in an increase in our general and administrative expenses, as we have incurred and may continue to incur costs to negotiate rent deferrals, restructure or terminate leases and/or enforce our contractual rights (including through litigation), as we deem appropriate on a case-by-case basis. Similarly, to the extent the pandemic leads to decreased occupancy, it would further increase our property-level costs, as we would be responsible for costs that would otherwise be borne by our tenants under triple-net leases. These factors could also cause the value of our properties to be impaired.

The COVID-19 pandemic has significantly and adversely impacted global, national, regional and local economic activity and has contributed to significant volatility and negative pressure in the financial markets. The market price of our common stock on the NYSE has experienced significant volatility since the outbreak of the COVID-19 pandemic. Similarly, the availability and pricing of debt and equity capital has become increasingly volatile. Accordingly, we could experience difficulty accessing debt and equity capital on attractive terms, or at all, which would adversely affect our ability to grow our business, conduct our operations or address maturing liabilities. Similarly, the deterioration in access to capital is likely adversely affecting our tenants’ abilities to finance their businesses and reducing their liquidity, which reduces their ability to meet their obligations to us.

The financial impact of the COVID-19 pandemic could negatively impact our future compliance with some of the financial covenants relating to our credit facility, term loans and notes, some of which depend, in part, on the net operating income generated by certain of our properties or our EBITDA. Non-compliance would preclude us from borrowing further under our credit facility and, under certain circumstances, could result in an event of default and an acceleration of such indebtedness and, possibly, other indebtedness through cross-default provisions. Additionally, to the extent the COVID-19 pandemic intensifies or persists for a prolonged period of time, it is possible that we will be required to record significant further impairment charges to the value of our real estate assets.

The ultimate extent to which the COVID-19 pandemic adversely impacts us (and our tenants) will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment and mitigation measures, among others.

Risks Related to Environmental and Compliance Matters and Climate Change

The costs of compliance with or liabilities related to environmental laws may materially and adversely affect us.

The properties we own or have owned in the past may subject us to known and unknown environmental liabilities. We obtain Phase I environmental site assessments on all properties we finance or acquire. However, the Phase I environmental site assessments are limited in scope and therefore may not reveal all environmental conditions affecting a property. Under various federal, state and local laws and regulations relating to the environment, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from environmental matters, including the presence or discharge of hazardous or toxic substances, waste or petroleum products at, on, in, under or migrating from such property, including costs to investigate or clean up such contamination and liability for personal injury, property damage or harm to natural resources. If environmental contamination exists on our properties, we could be subject to strict, joint and/or several liability for the contamination by virtue of our ownership interest; we may face liability regardless of our knowledge of the contamination, the timing of the contamination, the cause of the contamination, or the party responsible for the contamination of the property.

If our environmental liability insurance is inadequate, we may become subject to material losses for environmental liabilities. Although our leases generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant's activities on the property, we could be subject to strict liability by virtue of our ownership interest. We cannot be sure that our tenants will, or will be able to, satisfy their indemnification obligations, if any, under our leases. Furthermore, the discovery of environmental liabilities on any of our properties could lead to significant remediation costs or to other liabilities or obligations attributable to the tenant of that property or could result in material interference with the ability of our tenants to operate their businesses as currently operated. Noncompliance with environmental laws or discovery of environmental liabilities could each individually or collectively affect such tenant's ability to make payments to us, including rental payments and, where applicable, indemnification payments. Additionally the known or potential presence of hazardous substances on a property may adversely affect our ability to sell, lease or improve the property or to borrow using the property as collateral. Environmental laws may also create liens on contaminated properties in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which they may be used or businesses may be operated, and these restrictions may require substantial expenditures.

Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us.

Our tenants are required to maintain liability and property insurance coverage for the properties they lease from us pursuant to triple-net leases. Pursuant to such leases, our tenants are required to name us (and any of our lenders that have a mortgage on the property leased by the tenant) as additional insureds on their liability policies and additional named insured and/or loss payee (or mortgagee, in the case of our lenders) on their property policies. All tenants are required to maintain casualty coverage. Depending on the location of the property, losses of a catastrophic nature, such as those caused by earthquakes and floods, may be covered by insurance policies that are held by our tenant with limitations such as large deductibles or co-payments that a tenant may not be able to meet. In addition, losses of a catastrophic nature, such as those caused by wind/hail, hurricanes, terrorism or acts of war, may be uninsurable or not economically insurable. If there is damage to our properties that is not covered by insurance and such properties are subject to recourse indebtedness, we will continue to be liable for the indebtedness, even if these properties are irreparably damaged.

Inflation, changes in building codes and ordinances, environmental considerations and other factors, including terrorism or acts of war, may make any insurance proceeds we receive insufficient to repair or replace a property if it is damaged or destroyed. In that situation, the insurance proceeds received may not be adequate to restore our economic position with respect to the affected real property. Furthermore, if we experience a substantial or comprehensive loss of one of our properties, we may not be able to rebuild such property to its existing

specifications without significant capital expenditures which may exceed any amounts received pursuant to insurance policies, as reconstruction or improvement of such a property would likely require significant upgrades to meet zoning and building code requirements. The loss of our capital investment in or anticipated future returns from our properties due to material uninsured losses could materially and adversely affect us.

Compliance with the ADA and fire, safety and other regulations may require us to make unanticipated expenditures.

Our properties are subject to the ADA, fire and safety regulations, building codes and other regulations. Failure to comply with these laws and regulations could result in imposition of fines by the government or an award of damages to private litigants, or both. While our tenants are obligated by law to comply with the ADA and typically obligated under our leases to cover costs associated with compliance with the ADA and other property regulations, if required changes involve greater expenditures than anticipated or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected, and we could be required to expend our own funds to comply with applicable law and regulation.

Our operations and financial condition may be adversely affected by climate change, including possible changes in weather patterns, weather-related events, government policy, laws, regulations and economic conditions.

In recent years, the assessment of the potential impact of climate change has begun to impact the activities of government authorities, the pattern of consumer behavior and other areas that impact the business environment in the U.S., including, but not limited to, energy-efficiency measures, water use measures and land-use practices. The promulgation of policies, laws or regulations relating to climate change by governmental authorities in the U.S. and the markets in which we own properties may require us to invest additional capital in our properties. In addition, the impact of climate change on businesses operated by our tenants is not reasonably determinable at this time. Climate change may impact weather patterns, the occurrence of significant weather events and rising sea levels, which could impact economic activity or the value of our properties in specific markets. The occurrence of any of these events or conditions may adversely impact our ability to lease our properties, including our or our tenants’ ability to obtain property insurance on acceptable terms, which would materially and adversely affect us.

Risks Related to Our Indebtedness

As of December 31, 2021, we had $1.2 billion of indebtedness outstanding, which requires substantial cash flow to service, subjects us to covenants and refinancing risk and the risk of default.

As of December 31, 2021, we had $1.2 billion of indebtedness outstanding. This indebtedness consisted of $144.0 million of borrowings under our Revolving Credit Facility, $630.0 million of combined borrowings under the April 2019 Term Loan and the November 2019 Term Loan and $400.0 million outstanding principal amount of 2031 Notes. Payments of principal and interest on indebtedness may leave us with insufficient cash resources to meet our cash needs, including funding our investment program, or to make the distributions to our common stockholders currently contemplated or necessary to continue to qualify as a REIT. Our indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following: our cash flow may be insufficient to make our required principal and interest payments; cash interest expense and financial covenants relating to our indebtedness may limit or eliminate our ability to make distributions to our common stockholders; we may be unable to borrow additional funds as needed or on favorable terms, which could, among other things, adversely affect our ability to consummate investment opportunities or meet operational needs; we may be unable to refinance our indebtedness at maturity, or the refinancing terms may be less favorable than the terms of the debt being refinanced; because a portion of our debt bears interest at variable rates, increases in interest rates could increase our interest expense; we may be unable to hedge floating rate debt, counterparties may fail to honor their obligations under our hedge agreements, such agreements may not effectively hedge interest rate fluctuation risk, and, upon the expiration of our hedge agreements, we will be exposed to then-existing market rates of interest and future interest rate volatility; we may be forced to dispose of properties, possibly on unfavorable terms or in violation of certain covenants to which we may be subject; we may default on our obligations, we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and our default under any loan with cross-default provisions could result in a default on other indebtedness. The occurrence of any of these events could materially and adversely affect us.

Our business plan depends on external sources of capital, including debt financings, and market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on commercially acceptable terms or at all.

Credit markets may experience significant price volatility, displacement and liquidity disruptions, including the bankruptcy, insolvency or restructuring of certain financial institutions. Such circumstances could materially impact liquidity in the financial markets, making financing terms for borrowers less attractive, and potentially result in the unavailability of various types of debt financing. As a result, we may be unable to obtain debt financing on favorable terms or at all or fully refinance maturing indebtedness with new indebtedness. Reductions in our available borrowing capacity or inability to obtain credit when required or when business conditions warrant could materially and adversely affect us.

If prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. Higher interest rates on newly incurred debt may negatively impact us as well. If interest rates increase, our interest costs and overall costs of capital will increase, which could materially and adversely affect us and our ability to make distributions to our stockholders.

Though we currently do not have any secured debt, we have raised debt through senior unsecured debt securities and secured indebtedness. In the future, we may choose to raise debt through secured or unsecured financings. We have generally used the proceeds from these financings to repay debt and fund real estate acquisitions. No assurance can be given that we will have access to the capital markets in the future at times and on terms that are acceptable to us, whether to refinance existing debt or to raise additional debt capital.

A downgrade in our credit ratings could have a material adverse effect on our business and financial condition.

The credit ratings assigned to us and our debt, which are subject to ongoing evaluation by the rating agencies who have published them, could change based upon, among other things, our historical and projected business, prospects, liquidity, results of operations and financial condition, or the real estate industry generally. If any credit rating agency downgrades or lowers our credit rating, places any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise publishes a negative outlook for that rating, it could materially adversely affect the market price of our debt securities and possibly our common stock, and generally the cost and availability of our capital.

We have engaged in hedging transactions and may engage in additional hedging transactions in the future; such transactions may materially and adversely affect our results of operations and cash flows.

We use hedging strategies, in a manner consistent with the REIT qualification requirements, in an effort to reduce our exposure to changes in interest rates. As of December 31, 2021, we were party to eight interest rate swap agreements with third-party financial institutions having an aggregate notional amount of $630.0 million that are designated as cash flow hedges and designed to effectively fix the LIBOR component of the interest rate on the debt outstanding under our term loans. Unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions and may materially and adversely affect our business by increasing our cost of capital and reducing the net returns we earn on our portfolio.

LIBOR is being discontinued as a floating rate benchmark; Secured Overnight Financing Rate (“SOFR”) is expected to replace LIBOR as the principal floating rate benchmark; the LIBOR discontinuation has affected and will continue to affect financial markets generally and may also affect our operations specifically.

The LIBOR discontinuation has affected and will continue to affect financial markets generally.

LIBOR is being discontinued as a floating rate benchmark. The date of discontinuation will vary depending on the LIBOR currency and tenor. LIBOR has been the principal floating rate benchmark in the financial markets, and its discontinuation has affected and will continue to affect the financial markets generally and may also affect our operations specifically.

The UK Financial Conduct Authority (the “FCA”), which is the regulator of the LIBOR administrator, has announced that, after specified dates, LIBOR settings will cease to be provided by any administrator or will no longer be representative. Those dates are: (i) June 30, 2023, in the case of the principal U.S. dollar LIBOR tenors

(overnight and one-, three-, six- and 12-month); and (ii) December 31, 2021, in all other cases (i.e., one week and two month U.S. dollar LIBOR and all tenors of non-U.S. dollar LIBOR).

Accordingly, many existing LIBOR obligations will transition to another benchmark after June 30, 2023 or, in some cases, after December 31, 2021. However, those transition dates may occur earlier (including as a result of the particular contractual terms for a given contract). For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.

The FCA and certain U.S. regulators have stated that, despite expected publication of U.S. dollar LIBOR through June 30, 2023, no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. Regulators have also stated that, for certain purposes, market participants should transition away from U.S. dollar LIBOR sooner. Regulatory authorities and legislative bodies have taken other actions related to the LIBOR discontinuation and are expected to continue to do so. There is no assurance as to the consequences of any such statements and other actions.

Although the foregoing reflects the likely timing of the LIBOR discontinuation and certain consequences, there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any particular date or in any particular form, and there is no assurance regarding the consequences of the LIBOR discontinuation.

SOFR is expected to replace LIBOR as the principal floating rate benchmark in the financial markets.

In the United States, there have been efforts to identify alternative reference interest rates for U.S. dollar LIBOR. The cash markets have generally coalesced around recommendations from the Alternative Reference Rates Committee (the “ARRC”), which was convened by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York (“FRBNY”). The ARRC has recommended that U.S. dollar LIBOR be replaced by rates based on the Secured Overnight Financing Rate (“SOFR”) plus, in the case of existing LIBOR contracts and obligations, a spread adjustment. The derivatives markets are also expected to use SOFR-based rates to replace U.S. dollar LIBOR. For purposes of the following discussion, the term “LIBOR” refers solely to U.S. dollar LIBOR.

SOFR has a limited history.

SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise. Future levels of SOFR may bear little or no relation to historical levels of SOFR, LIBOR or other rates.

There are important differences between SOFR and LIBOR; various SOFR-based rates are expected to develop.

SOFR-based rates will differ from LIBOR, and the differences may be material. SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated by the FRBNY based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median rate derived from such data.

Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from LIBOR. LIBOR is intended to be an unsecured rate that represents interbank funding costs for different short-term tenors. It is a forward-looking rate reflecting expectations regarding interest rates for those tenors. Thus, LIBOR is intended to be sensitive to bank credit risk and to short-term interest rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is intended to be insensitive to credit risk and to risks related to interest rates other than overnight rates. SOFR has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods.

It is expected that more than one SOFR-based rate will be used in the financial markets. Like LIBOR, some SOFR-based rates will be forward-looking term rates; other SOFR-based rates will be intended to resemble rates for term structures through their use of averaging mechanisms applied to rates from overnight transactions, as in the case of “simple average” or “compounded average” SOFR.

Different kinds of SOFR-based rates will result in different interest rates. Mismatches between SOFR-based rates, and between SOFR-based rates and other rates, may cause economic inefficiencies, particularly if market participants seek to hedge one kind of SOFR-based rate by entering into hedge transactions based on another SOFR-based rate or another rate.

For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or a similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR.

Various non-SOFR-based rates may also develop, which may create various risks.

There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Unlike forward-looking SOFR-based term rates, such rates reflect a bank credit spread component. It is not clear how such non-SOFR rates, and other non-SOFR rates, will develop and to what extent they will be used. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, whether or not similar to the risks relating to SOFR.

There is uncertainty as to how floating rate obligations will develop as result of the replacement of LIBOR by other floating rates and as to the effects on us.

Non-LIBOR floating rate obligations, including SOFR-based obligations, may have returns and values that fluctuate more than those of floating rate obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.

Resulting changes in the financial markets may adversely affect financial markets generally and may also adversely affect our operations specifically, particularly as financial markets transition away from LIBOR.

Our debt financing agreements contain restrictions and covenants which may limit our ability to enter into, or obtain funding for, certain transactions, operate our business or make distributions to our common stockholders.

Our debt financing agreements contain financial and other covenants with which we are required to comply and that limit our ability to operate our business. These covenants, as well as any additional covenants to which we may be subject in the future because of additional or replacement debt financing, could cause us to have to forego investment opportunities, reduce or eliminate distributions to our common stockholders or obtain financing that is more expensive than financing we could obtain if we were not subject to the covenants. The covenants impose limitations on, among other things, our ability to incur additional indebtedness, encumber assets and pay distributions to our stockholders under certain circumstances (subject to certain exceptions relating to our qualification as a REIT under the Code). In addition, these agreements have cross-default provisions that generally result in an event of default if we default under other material indebtedness.

The covenants and other restrictions under our debt agreements may affect, among other things, our ability to: incur indebtedness; create liens on assets; cause our subsidiaries to distribute cash to us to fund distributions to stockholders or to otherwise use in our business; (see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt”); sell or substitute assets; modify certain terms of our leases; manage our cash flows; and make distributions to equity holders, including our common stockholders.

Additionally, these restrictions may adversely affect our operating and financial flexibility and may limit our ability to respond to changes in our business or competitive environment, all of which may materially and adversely affect us.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in any property subject to mortgage debt.

Future borrowings may be secured by mortgages on our properties. Incurring mortgage and other secured debt obligations increases our risk of losses because defaults on secured indebtedness may result in foreclosure actions initiated by lenders and ultimately our loss of the properties securing any loans for which we are in default. If we are in default under a cross-defaulted mortgage loan, we could lose multiple properties to foreclosure. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt

secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements. As we execute our business plan, we may assume or incur new mortgage indebtedness on our properties. Any default under any mortgage debt obligation we incur may increase the risk of our default on our other indebtedness.

Risks Related to Our Organizational Structure

Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction, even if such a change in control may be in your interest, and as a result may depress the market price of our common stock. Our charter contains certain restrictions on ownership and transfer of our stock.

Our charter contains various provisions that are intended to, among other things, assist us in maintaining our qualification for taxation as a REIT and, subject to certain exceptions, authorizes our directors to take such actions as are necessary or appropriate to cause us to continue to qualify as a REIT. For example, our charter prohibits the actual, beneficial or constructive ownership by any person of more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the aggregate of the outstanding shares of all classes and series of our stock.

Our board of directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied. The restrictions on ownership and transfer of our stock may, among other things: discourage a tender offer or other transaction or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of one or more charitable beneficiaries and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.

We could increase or decrease the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval.

Our board of directors, without stockholder approval, has the power under our charter to amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and to set the terms of such newly classified or reclassified shares. As a result, we may issue one or more classes or series of common stock or preferred stock with preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption that are senior to, or otherwise conflict with, the rights of our common stockholders. Our board of directors could establish a class or series of common stock or preferred stock that could, depending on the terms of such class or series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees and could discourage lawsuits against us and our directors, officers and employees.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law (“MGCL”), (b) any derivative action or proceeding brought on our behalf, (c) any action asserting a claim of breach of any duty owed by any of our directors, officers or other employees to us or to our stockholders, (d) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the MGCL or our charter or bylaws or (e) any other action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine. These choice of forum provisions will not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which federal courts have exclusive jurisdiction.

These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors, officers, or employees, which may discourage such lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and operating results.

Termination of the employment agreements with certain members of our senior management team could be costly and could prevent a change in control of our company.

The employment agreements with certain members of our senior management team provide that if their employment with us terminates under certain circumstances (including in connection with a change in control of our company), we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment. Furthermore, these provisions could delay or prevent a transaction or a change in control of our company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders.

Our board of directors may change our investment and financing policies without stockholder approval, including those with respect to borrowing, and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our investment and financing policies are exclusively determined by our board of directors. Accordingly, our stockholders do not control these policies. Further, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Although we are not required by our organizational documents to maintain a particular leverage ratio and may not be able to do so, we generally intend to target a level of net debt (which includes recourse and non-recourse borrowings and any outstanding preferred stock issuance less unrestricted cash and cash equivalents) that, over time, is less than six times our Annualized Adjusted EBITDAre. However, from time to time, our ratio of net debt to our Annualized Adjusted EBITDAre may equal or exceed six times. Our board of directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged, which could result in an increase in our debt service and the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regard to the foregoing could materially and adversely affect us.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

As permitted by Maryland law, our charter limits the liability of our directors and officers to us and our stockholders for money damages to the maximum extent permitted by Maryland law. Therefore, our directors and officers are subject to monetary liability resulting only from: actual receipt of an improper benefit or profit in money, property or services; or active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

As a result, we and our stockholders have rights against our directors and officers that are more limited than might otherwise exist. Accordingly, if actions taken by any of our directors or officers impede the performance of our company, your and our ability to recover damages from such director or officer will be limited. In addition, our charter requires us to indemnify our directors and officers for actions taken by them in those and certain other capacities to the maximum extent permitted by Maryland law.

We are a holding company with no direct operations and rely on funds received from our Operating Partnership to make any distributions to stockholders and to pay liabilities.

We are a holding company and conduct substantially all of our operations through our Operating Partnership. We do not have any independent operations, and our only material asset is our interest in our Operating Partnership. As a result, we rely on distributions from our Operating Partnership to pay any distributions we might declare on shares of our common stock. We also rely on distributions from our Operating Partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our Operating Partnership. In addition, because we are a holding company, claims by our stockholders will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and

its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and our Operating Partnership's and its subsidiaries' liabilities and obligations have been paid in full.

In connection with our future acquisition of properties or otherwise, we may issue units of our Operating Partnership to third parties. Such issuances would reduce our ownership in our Operating Partnership. If you do not directly own units of our Operating Partnership, you will not have any voting rights with respect to any such issuances or other partnership level activities of our Operating Partnership.

Conflicts of interest could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.

Conflicts of interest could arise in the future as a result of the relationships between us and our stockholders, on the one hand, and our Operating Partnership and its limited partners, on the other. Under the terms of the partnership agreement of our Operating Partnership, if there is a conflict between the interests of our stockholders, on one hand, and any limited partners, on the other, we will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or any limited partners; provided, however, that so long as we own a controlling economic interest in our Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or any limited partners shall be resolved in favor of our stockholders.

Certain mergers, consolidations and other transactions require the approval of a majority in interest of the outside limited partners in our Operating Partnership (which excludes us and our subsidiaries), which could prevent certain transactions that may result in our stockholders receiving a premium for their shares or otherwise be in their best interest.

The partnership agreement requires the general partner or us, as the parent of the general partner, to obtain the approval of a majority in interest of the outside limited partners in our Operating Partnership (which excludes us and our subsidiaries) in connection with certain mergers, consolidations or other combinations of us, or a sale of all or substantially all of our assets. This approval right could prevent a transaction that might be in the best interests of our stockholders.

Risks Related to Our Status as a REIT

Failure to continue to qualify as a REIT would materially and adversely affect us and the value of our common stock, and even if we continue to qualify as a REIT, we may be subject to certain additional taxes.

We elected to be taxed as a REIT for federal income tax purposes beginning with our taxable year ended December 31, 2018, and we believe that our current organization and operations have allowed and will continue to allow us to qualify as a REIT. We have not requested and do not plan to request a ruling from the Internal Revenue Service, or IRS, that we qualify as a REIT, and the statements in this Annual Report are not binding on the IRS or any court. Therefore, we cannot assure you that we will remain qualified as a REIT in the future. If we lose our REIT status, we will face significant tax consequences that would substantially reduce our cash available for distribution to our stockholders for each of the years involved because: we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to federal income tax at the corporate rate; we also could be subject to increased state and local taxes; and unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.

Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to stockholders. In addition, if we fail to remain qualified as a REIT, we will not be required to make distributions to our stockholders. As a result of all these factors, our failure to remain qualified as a REIT also could impair our ability to expand our business and raise capital and could materially and adversely affect the trading price of our common stock.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to continue to qualify as a REIT. In order to continue to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the

ownership of our stock, requirements regarding the composition of our assets and a requirement that at least 95% of our gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially and adversely affect our investors, our ability to continue to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

Even if we continue to qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer. In addition, any taxable REIT subsidiaries will be subject to tax as regular corporations in the jurisdictions in which they operate.

If our Operating Partnership fails to qualify as a partnership for federal income tax purposes, we will cease to qualify as a REIT and suffer other adverse consequences.

We believe that our Operating Partnership will be treated as a partnership for federal income tax purposes and, as a result, will generally not be subject to federal income tax on its income. Instead, for federal income tax purposes each of the partners of the Operating Partnership, including us, will be allocated, and may be required to pay tax with respect to, such partner's share of its income. Our Operating Partnership will generally be required to determine and pay an imputed underpayment of tax (plus interest and penalties) resulting from an adjustment of the Operating Partnership's items of income, gain, loss, deduction or credit at the partnership level. We cannot assure you that the IRS will not challenge the tax classification of our Operating Partnership or any other subsidiary partnership in which we own an interest, or that a court will not sustain such a challenge. If the IRS were successful in treating our Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we will fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we will likely cease to qualify as a REIT. Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a disregarded entity or partnership could cause it to become subject to federal and state corporate income tax, which will reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times.

To continue to qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the dividends-paid deduction and excluding any net capital gains, and we will be subject to corporate income tax on our undistributed taxable income to the extent that we distribute less than 100% of our REIT taxable income, determined without regard to the dividends-paid deduction and including any net capital gains, each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.

In order to maintain our REIT status and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if market conditions are not favorable for these borrowings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could materially and adversely affect us and the per share trading price of our common stock.

Our ability to provide certain services to our tenants may be limited by the REIT rules or may have to be provided through a taxable REIT subsidiary.

As a REIT, we generally cannot provide services to our tenants other than those that are customarily provided by landlords, nor can we derive income from a third party that provides such services. If we forego providing such services to our tenants, we may be at a disadvantage to competitors that are not subject to the same restrictions. However, we can provide such non-customary services to our tenants and receive our share in the revenue from such services if we do so through a taxable REIT subsidiary (“TRS”), though income earned by such TRS will be subject to U.S. federal corporate income taxation.

The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT status or require us to make an unexpected distribution.

A significant portion of our investments were obtained through sale-leaseback transactions, where we purchase owner-occupied real estate and lease it back to the seller. We expect that a majority of our future investments will be obtained this way. The IRS may take the position that specific sale-leaseback transactions that we treat as leases are not true leases for federal income tax purposes but, instead, should be re-characterized as financing arrangements or loans.

If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests, the income tests or distribution requirements and consequently lose our REIT status effective with the year of re-characterization unless we elect to make an additional distribution to maintain our REIT status. The primary risk relates to our loss of previously incurred depreciation expenses, which could affect the calculation of our REIT taxable income and could cause us to fail the REIT distribution test that requires a REIT to distribute at least 90% of its REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gain. In this circumstance, we may elect to distribute an additional dividend of the increased taxable income so as not to fail the REIT distribution test. This distribution would be paid to all stockholders at the time of declaration rather than the stockholders existing in the taxable year affected by the re-characterization.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to income from "qualified dividends" payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for the 20% rate except to the extent the REIT dividends are attributable to "qualified dividends" received by the REIT itself. However, for non-corporate U.S. stockholders, dividends payable by REITs that are not designated as capital gain dividends or otherwise treated as "qualified dividends" generally are eligible for a deduction of 20% of the amount of such dividends, for taxable years beginning before January 1, 2026. More favorable rates will nevertheless continue to apply for regular corporate "qualified dividends." Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, if the 20% rate continues to apply to regular corporate qualified dividends, investors who are individuals, trusts and estates may regard investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations.

The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.

A REIT's net income from “prohibited transactions” is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Any income from a hedging transaction that we enter into to manage the risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, or from certain terminations of such hedging positions, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. To the extent that we enter into other types of hedging transactions or fail to properly identify such transaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because any TRS in which we own an interest may be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in any TRS in which we own an interest will generally not provide any tax benefit, except that such losses could theoretically be carried forward against future taxable income in such TRS.

Complying with REIT requirements may affect our profitability and may force us to liquidate or forgo otherwise attractive investments.

To qualify as a REIT, we must continually satisfy tests concerning, among other things, the nature and diversification of our assets, the sources of our income and the amounts we distribute to our stockholders. We may be required to liquidate or forgo otherwise attractive investments in order to satisfy the asset and income tests or to qualify under certain statutory relief provisions. We also may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. As a result, having to comply with the distribution requirement could cause us to: (i) sell assets in adverse market conditions; (ii) borrow on unfavorable terms; or (iii) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt. Accordingly, satisfying the REIT requirements could materially and adversely affect us. Moreover, if we are compelled to liquidate our investments to meet any of these asset, income or distribution tests, or to repay obligations to our lenders, we may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales are prohibited transactions.

There is a risk of changes in the tax law applicable to REITs.

Because the IRS, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted. Any of such legislative actions may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us and/or our investors. For example, the Tax Cuts and Jobs Act of 2017 (the “TCJA”) has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders. You are urged to consult with your tax advisor with respect to the status of legislative, regulatory, judicial or administrative developments and proposals and their potential effect on an investment in our securities.

Risks Related to the Ownership of Our Common Stock

Changes in market conditions and volatility of stock prices could adversely affect the market price of our common stock.

The market price of our common stock on the NYSE has experienced significant volatility, particularly since the outbreak of the COVID-19 pandemic. The market price of our common stock will fluctuate, and such fluctuations could be significant and frequent; accordingly, our common stockholders may experience a significant decrease in the value of their shares, including decreases that may be related to technical market factors and may be unrelated to our operating performance or prospects. Similarly, the trading volume of our common stock may decline, and our common stockholders could experience a decrease in liquidity. A number of factors could negatively affect the price per share of our common stock, including: actual or anticipated variations in our quarterly operating results or distributions; changes in our funds from operations (“FFO”), core FFO (“Core FFO”), adjusted FFO (“AFFO”) or guidance; changes in our net investment activity; difficulties or inability to access equity or debt capital on attractive terms or extend or refinance existing debt; increases in our leverage; changes in our management or business strategy; failure to comply with the NYSE listing requirements or other regulatory requirements; and the other factors described in this Risk Factors section. Many of these factors are beyond our control. These factors may cause the market price of shares of our common stock to decline significantly, regardless of our financial condition, results of operations, business or our prospects.

Increases in market interest rates may result in a decrease in the value of shares of our common stock.

One of the factors that may influence the price of shares of our common stock is the distribution yield on shares of our common stock (as a percentage of the price of shares of our common stock) relative to market interest rates. An increase in market interest rates, which are currently at low levels relative to historical rates, may lead prospective purchasers of shares of our common stock to expect a higher distribution yield. Additionally, higher interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the per share trading price of our common stock to decrease. Higher borrowing costs and a reduced trading price of our common stock would increase our overall cost of capital and adversely affect our ability to make accretive acquisitions.

We may be unable to continue to make distributions at our current distribution level, and our board may change our distribution policy in the future.

While we expect to continue to make regular quarterly distributions to the holders of our common stock, if sufficient cash is not available for distribution from our operations, we may have to fund distributions from working capital or net proceeds from asset sales, borrow to provide funds for such distributions, or reduce the amount of such distributions. To the extent we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. If cash available for distribution generated by our assets is less than expected, or if such cash available for distribution decreases in future periods from expected levels, our inability to make distributions could result in a decrease in the market price of our common stock.

The decision to declare and pay distributions on our common stock, as well as the form, timing and amount of any such future distributions, is at the sole discretion of our board of directors and depends upon a number of factors, including our actual and projected results of operations, FFO, Core FFO, AFFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our board of directors deems relevant. We may not be able to make distributions in the future, and our inability to make distributions, or to make distributions at expected levels, could have a material adverse effect on the market price of our common stock.

The incurrence of additional debt, which would be senior to shares of our common stock upon liquidation, and/or preferred equity securities that may be senior to shares of our common stock for purposes of distributions or upon liquidation, may materially and adversely affect the market price of shares of our common stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities, including by causing our Operating Partnership or its subsidiaries to issue additional debt securities, or by otherwise incurring additional indebtedness. Upon liquidation, holders of our debt securities, other lenders and creditors, and any holders of preferred stock with a liquidation preference will receive distributions of our available assets prior to our stockholders. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Our stockholders are not entitled to preemptive rights or other protections against dilution. Our preferred stock, if issued, could have a preference on liquidating distributions or a preference on distribution payments that could limit our right to make distributions to our stockholders. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Our stockholders bear the risk of our future offerings reducing per share trading price of our common stock.

Sales of substantial amounts of our common stock or securities convertible into or exercisable or exchangeable therefor, or the perception that such sales might occur, could reduce the price of our common stock and may dilute your voting power and your ownership interest in us.

Sales of substantial amounts of our common stock or securities convertible into or exercisable or exchangeable therefor (such as OP Units), or the perception that such sales might occur, could adversely affect the market price of our common stock. Additionally, such sales would dilute the voting power and ownership interest of existing common stockholders. Our charter provides that we may issue up to 500,000,000 shares of common stock, and a majority of our entire board of directors has the power to amend our charter to increase the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue without stockholder approval. As of December 31, 2021, we had 124,649,053 shares of common stock outstanding and 553,847 OP Units outstanding (excluding OP Units held directly or indirectly by us). The currently outstanding OP Units are primarily held by members of our management team. OP Units are generally redeemable for cash or, at our election, shares of common stock on a one-for-one basis, which may result in stockholder dilution. In the future we may acquire properties through tax deferred contribution transactions in exchange for OP Units. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors' ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability

to sell an asset at a time, or on terms, that would be favorable absent such restrictions. As of December 31, 2021, 1,692,266 shares remain available for issuance under our 2018 Incentive Plan.

General Risk Factors

Any material failure, weakness, interruption or breach in security of our information systems could prevent us from effectively operating our business.

We rely on information systems across our operations and corporate functions, including finance and accounting, and depend on such systems to ensure payment of obligations, collection of cash, data warehousing to support analytics, and other various processes and procedures. Our ability to efficiently manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms or a breach in security of these systems, such as in the event of cyber-attacks, could adversely affect us. There can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving our information systems could disrupt the proper functioning of our networks and systems; result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines; result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally.

We are subject to litigation, which could materially and adversely affect us.

From time to time, we are party to various lawsuits, claims and other legal proceedings. These matters may involve significant expense and may result in judgments or settlements, which may be significant. There can be no assurance that insurance will be available to cover losses related to legal proceedings or that our tenants will meet any indemnification obligations that they have to us. Litigation may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. Resolution of these types of matters against us may result in our having to pay significant fines, judgments or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could materially and adversely affect us.

Material weaknesses in or a failure to maintain an effective system of internal control over financial reporting or disclosure controls could prevent us from accurately and timely reporting our financial results, which could materially and adversely affect us.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports, effectively prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Designing and implementing an effective system of internal control over financial reporting and disclosure controls and procedures is a continuous effort that requires significant resources, including the expenditure of a significant amount of time by senior members of our management team.

In connection with our ongoing monitoring of our internal control over financial reporting or audits of our financial statements, we or our auditors may identify deficiencies in our internal control over financial reporting that may be significant or rise to the level of material weaknesses. Any failure to maintain effective internal control over financial reporting or disclosure controls and procedures or to timely effect any necessary improvements to such controls, could harm our operating results or cause us to fail to meet our reporting obligations (which could affect the listing of our common stock on the NYSE). Additionally, ineffective internal control over financial reporting or disclosure controls and procedures could also adversely affect our ability to prevent or detect fraud, harm our reputation and cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common stock.

Changes in accounting standards may materially and adversely affect us.

From time to time FASB and the SEC, who create and interpret accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that will govern the preparation of our financial statements. These changes could materially and adversely affect our reported financial condition and results of operations, and, under certain circumstances, may cause us to fail to comply with financial covenants contained in agreements relating to our indebtedness. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Similarly, these changes could materially and adversely affect our tenants’ reported financial condition or results of operations and affect their preferences regarding leasing real estate.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our Real Estate Investment Portfolio

As of December 31, 2021, we had a portfolio of 1,451 properties, inclusive of 126 properties that secure our investments in mortgage loans receivable, that was diversified by tenant, industry and geography and had annualized base rent of $242.9 million. Our 311 tenants operate 433 different concepts in 16 industries across 46 states. None of our tenants represented more than 3.3% of our annualized base rent at December 31, 2021 and our top ten largest tenants represented 19.7% of our annualized base rent as of that date.

Diversification by Tenant

As set forth below, as of December 31, 2021, our top ten tenants included ten different concepts. The following table details information about our tenants and the related concepts they operate as of December 31, 2021 (dollars in thousands):


Tenant (1)	Concept	Number of Properties (2)	Annualized Base Rent		% of Annualized Base Rent
Equipmentshare.com Inc.	EquipmentShare	26	$	7,898	3.3	%
Captain D's, LLC	Captain D's	75	5,269		2.2	%
Whitewater Holding Company, LLC	WhiteWater Express Car Wash	16	4,892		2.0	%
Cadence Education, LLC	Various	23	4,844		2.0	%
Mammoth Holdings, LLC	Various	17	4,455		1.8	%
Car Wash Partners, Inc.	Mister Car Wash	13	4,393		1.8	%
Bowl New England, Inc.	Spare Time	6	4,367		1.8	%
The Nest Schools, Inc.	The Nest Schools	17	3,952		1.6	%
GB Auto Service, Inc.	Various	19	3,862		1.6	%
Mac's Convenience Stores, LLC(3)	Circle K	34	3,797		1.6	%
Top 10 Subtotal		246	47,729		19.7	%
Other		1,204	195,146		80.3	%
Total		1,450	$	242,875	100.0	%

__________________________________________

(1)Represents tenant or guarantor.

(2)Excludes one vacant property.

(3)Includes properties leased to a subsidiary of Alimentation Couche Tard Inc.

As of December 31, 2021, our five largest tenants, who contributed 11.3% of our annualized base rent, had a rent coverage ratio of 6.8x, and our ten largest tenants, who contributed 19.7% of our annualized base rent, had a rent coverage ratio of 5.1x.

As of December 31, 2021, 94.5% of our leases (based on annualized base rent) were triple-net, and the tenant is typically responsible for all improvements and is contractually obligated to pay all operating expenses,

such as maintenance, insurance, utility and tax expense, related to the leased property. Due to the triple-net structure of our leases, we do not expect to incur significant capital expenditures relating to our triple-net leased properties, and the potential impact of inflation on our operating expenses is reduced.

Diversification by Concept

Our tenants operate their businesses through 433 concepts (i.e., generally brands). The following table provides information about the top ten concepts in our portfolio as of December 31, 2021 (dollars in thousands):


Concept	Type of Business	Annualized Base Rent		% of Annualized Base Rent		Number of Properties (1)	Building (Sq. Ft.) (1)
EquipmentShare	Service	$	7,898	3.3	%	26	491,658
Captain D's	Service	6,371		2.6	%	87	225,254
Applebee's	Service	5,396		2.2	%	37	183,214
WhiteWater Express Car Wash	Service	4,892		2.0	%	16	77,746
Mister Car Wash	Service	4,393		1.8	%	13	54,621
Spare Time	Experience	4,367		1.8	%	6	272,979
The Nest Schools	Service	3,952		1.6	%	17	217,282
Circle K	Service	3,875		1.6	%	35	130,975
Festival Foods	Retail	3,671		1.5	%	4	310,871
AMC	Experience	3,539		1.5	%	5	240,672
Top 10 Subtotal		48,354		19.9	%	246	2,205,272
Other		194,521		80.1	%	1,204	11,264,176
Total		$	242,875	100.0	%	1,450	13,469,448

______________________________________

(1)Excludes one vacant property.

Diversification by Industry

Our tenants' business concepts are diversified across various industries. The following table summarizes those industries as of December 31, 2021 (dollars in thousands except per sq. ft amounts):


Tenant Industry	Type of Business	Annualized Base Rent		% of Annualized Base Rent		Number of Properties (1)	Building (Sq. Ft.) (1)	Rent Per Sq. Ft. (2)
Early Childhood Education	Service	$	35,514	14.6	%	159	1,681,487	$	20.84
Quick Service	Service	30,094		12.4	%	362	993,825	30.15
Medical / Dental	Service	29,008		11.9	%	174	1,199,502	24.25
Car Washes	Service	26,744		11.0	%	94	456,057	57.55
Automotive Service	Service	21,457		8.8	%	160	1,085,290	19.77
Convenience Stores	Service	15,580		6.4	%	100	578,844	26.92
Casual Dining	Service	15,310		6.3	%	134	524,676	29.18
Equipment Rental and Sales	Service	9,816		4.0	%	41	699,047	13.82
Family Dining	Service	5,663		2.3	%	37	220,106	25.73
Other Services	Service	5,306		2.2	%	24	292,129	18.79
Pet Care Services	Service	5,361		2.2	%	48	395,905	15.66
Service Subtotal		199,853		82.3	%	1,333	8,126,868	24.64
Health and Fitness	Experience	11,225		4.6	%	27	1,087,279	10.38
Entertainment	Experience	10,935		4.5	%	25	800,922	12.97
Movie Theatres	Experience	4,170		1.7	%	6	293,206	14.22
Experience Subtotal		26,330		10.8	%	58	2,181,407	11.85
Grocery	Retail	8,637		3.6	%	27	1,272,431	6.79
Home Furnishings	Retail	2,048		0.8	%	4	217,339	9.42
Retail Subtotal		10,685		4.4	%	31	1,489,770	7.17
Building Materials	Industrial	3,801		1.6	%	23	1,257,017	3.02
Other Industrial	Industrial	2,206		0.9	%	5	414,386	5.32
Industrial Subtotal		6,007		2.5	%	28	1,671,403	3.59
Total/Weighted Average		$	242,875	100.0	%	1,450	13,469,448	$	17.99

____________________________________________________

(1)Excludes one vacant property.

(2)Excludes properties with no annualized base rent and properties under construction.

As of December 31, 2021, our tenants operating service-oriented businesses had a weighted average rent coverage ratio of 3.7x, our tenants operating experience-based businesses had a weighted average rent coverage ratio of 1.7x, our tenants operating retail businesses had a weighted average rent coverage ratio of 3.5x and our tenants operating other types of businesses had a weighted average rent coverage ratio of 16.5x.

Diversification by Geography

Our 1,451 property locations are spread across 46 states. The following table details the geographical locations of our properties as of December 31, 2021 (dollars in thousands):


State	Annualized Base Rent		% of Annualized Base Rent		Number of Properties	Building (Sq. Ft.)
Texas	$	33,048	13.6	%	177	1,694,868
Ohio	16,838		6.9	%	101	977,158
Georgia	16,590		6.8	%	109	629,926
Florida	15,983		6.6	%	69	736,151
Wisconsin	11,280		4.6	%	49	685,402
North Carolina	9,583		4.0	%	52	581,450
Arkansas	8,393		3.5	%	60	470,809
Michigan	8,278		3.4	%	52	903,768
Arizona	7,551		3.1	%	43	384,058
Alabama	7,358		3.0	%	50	458,898
Missouri	7,015		2.9	%	46	644,295
Oklahoma	6,335		2.6	%	42	402,981
Massachusetts	6,132		2.5	%	29	406,159
Minnesota	6,109		2.5	%	35	464,052
Illinois	5,666		2.3	%	33	240,344
Colorado	5,410		2.2	%	26	236,068
Tennessee	5,349		2.2	%	44	215,332
South Carolina	5,105		2.1	%	32	341,855
Pennsylvania	4,760		2.0	%	29	241,291
New York	4,578		1.9	%	39	185,923
Mississippi	4,260		1.8	%	40	150,860
Iowa	4,055		1.7	%	25	169,764
California	3,712		1.5	%	21	203,658
Kentucky	3,710		1.5	%	35	190,330
New Jersey	3,575		1.5	%	18	118,613
New Mexico	3,246		1.3	%	21	126,699
Kansas	3,098		1.3	%	21	154,069
Connecticut	2,978		1.2	%	13	217,985
Indiana	2,796		1.2	%	23	189,779
Virginia	2,558		1.1	%	12	203,636
Nevada	2,409		1.0	%	8	80,358
South Dakota	2,379		1.0	%	9	124,912
Maryland	1,948		0.8	%	8	68,324
Louisiana	1,890		0.8	%	11	80,537
West Virginia	1,777		0.7	%	25	77,083
Washington	1,673		0.7	%	11	87,243
Oregon	1,116		0.5	%	6	124,931
Nebraska	958		0.4	%	10	32,985
Utah	933		0.4	%	2	67,659
New Hampshire	621		0.3	%	7	52,972
Maine	500		0.2	%	1	32,115
Wyoming	436		0.2	%	2	14,001
Idaho	393		0.2	%	1	35,433
Alaska	242		0.1	%	2	6,630
Rhode Island	163		0.1	%	1	5,800
Vermont	88		—	%	1	2,674
Total	$	242,875	100.0	%	1,451	13,519,838

Lease Expirations

As of December 31, 2021, the weighted average remaining term of our leases was 14.0 years (based on annualized base rent), with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027. The following table sets forth our lease expirations for leases in place as of December 31, 2021 (dollars in thousands):


Lease Expiration Year (1)	Annualized Base Rent		% of Annualized Base Rent		Number of Properties (2)	Weighted Average Rent Coverage Ratio (3)
2022	$	490	0.2	%	5	3.0x
2023	1,489		0.6	%	16	2.8x
2024	4,847		2.0	%	47	4.7x
2025	2,335		1.0	%	20	2.0x
2026	3,914		1.6	%	26	2.8x
2027	4,511		1.9	%	28	2.7x
2028	4,342		1.8	%	15	1.7x
2029	5,698		2.3	%	78	4.3x
2030	4,356		1.8	%	48	4.0x
2031	14,839		6.1	%	88	2.8x
2032	8,935		3.7	%	33	5.4x
2033	8,174		3.4	%	27	3.3x
2034	26,764		11.0	%	207	7.1x
2035	14,101		5.8	%	96	3.0x
2036	39,627		16.3	%	186	3.0x
2037	9,486		3.9	%	58	7.8x
2038	12,743		5.2	%	77	2.0x
2039	22,261		9.2	%	121	3.7x
2040	31,888		13.1	%	160	2.7x
2041	21,032		8.7	%	113	2.5x
Thereafter	1,043		0.4	%	1	3.1x
Total/Weighted Average	$	242,875	100.0	%	1,450	3.7x

_______________________________________________________________

(1)Expiration year of contracts in place as of December 31, 2021, excluding any tenant option renewal periods that have not been exercised.

(2)Excludes one vacant property.

(3)Weighted by annualized base rent.

Item 3. Legal Proceedings.

We are subject to various lawsuits, claims and other legal proceedings. Management does not believe that the resolution of any of these matters either individually or in the aggregate will have a material adverse effect on our business, financial condition, results of operations or liquidity. Further, from time to time, we are party to various lawsuits, claims and other legal proceedings for which third parties, such as our tenants, are contractually obligated to indemnify, defend and hold us harmless. In some of these matters, the indemnitors have insurance for the potential damages. In other matters, we are being defended by tenants who may not have sufficient insurance, assets, income or resources to satisfy their defense and indemnification obligations to us. The unfavorable resolution of such legal proceedings could, individually or in the aggregate, materially adversely affect the indemnitors' ability to satisfy their respective obligations to us, which, in turn, could have a material adverse effect on our business, financial condition, results of operations or liquidity. It is management's opinion that there are currently no such legal proceedings pending that will, individually or in the aggregate, have such a material adverse effect. Despite management's view of the ultimate resolution of these legal proceedings, we may have significant legal expenses and costs associated with the defense of such matters. Further, management cannot predict the outcome of these legal proceedings and if management's expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, financial condition, results of operations or liquidity.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is listed on the NYSE under the symbol "EPRT". As of February 11, 2022, there were 158 holders of record of the 125,605,199 outstanding shares of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Distributions

We have made and intend to continue to make quarterly cash distributions to our common stockholders. In particular, in order to maintain our qualification for taxation as a REIT, we intend to make annual distributions to our stockholders of at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain. However, any future distributions will be at the sole discretion of our board of directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, Core FFO, AFFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our board of directors deems relevant. To the extent that our cash available for distribution is less than 90% of our REIT taxable income, we may consider various means to cover any such shortfall, including borrowing under the Revolving Credit Facility or other loans, selling certain of our assets, or using a portion of the net proceeds we receive from offerings of equity, equity-related or debt securities or declaring taxable share dividends. Agreements relating to our indebtedness, including our revolving and term loan credit facilities, limit and, under certain circumstances, could eliminate our ability to make distributions. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt."

We have determined that, for federal income tax purposes, approximately 69.4% of the distributions paid for the 2021 tax year represented taxable income and 30.6% represented a return of capital.

Issuer Purchases of Equity Securities

During the year ended December 31, 2021, the Company did not repurchase any of its equity securities.

Stock Performance Graph

The following performance graph and related table compare, for the period from June 21, 2018 (the first day our common stock was traded on the NYSE) through December 31, 2021, the cumulative total stockholder return on our common stock with that of the Standard & Poor's 500 Composite Stock Index ("S&P 500") and the FTSE NAREIT All Equity REITs index ("FNER"). The graph and related table assume $100.00 was invested on June 21, 2018 and assumes the reinvestment of all dividends. The historical stock price performance reflected in the graph and related table is not necessarily indicative of future stock price performance.

Essential Properties Realty Trust, Inc.


Ticker / Index	6/21/2018	6/30/2018	12/31/2018	6/30/2019	12/31/2019	6/30/2020	12/31/2020	6/30/2021	12/31/2021
EPRT	100.00	99.27	103.16	153.26	193.63	119.31	175.07	228.11	245.86
S&P 500	100.00	98.86	92.65	112.12	126.83	121.72	147.49	168.77	187.69
FNER	100.00	101.35	94.04	110.07	116.57	97.92	105.02	127.84	146.21

The performance graph and the related table are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Equity Compensation Plan Information

The information concerning our Equity Compensation Plan will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 6. Reserved.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes included elsewhere in this report, as well as the "Selected Financial Data" and "Business" sections of this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategies for our business, includes forward‑looking statements that involve risks and uncertainties. You should read "Item 1A. Risk Factors" and the "Special Note Regarding Forward‑Looking Statements" sections of this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward‑looking statements.

Overview

We are an internally managed real estate company that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to middle-market companies operating service-oriented or experience-based businesses. We generally invest in and lease freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities that are essential to the generation of the tenant’s sales and profits. As of December 31, 2021, 93.1% of our $242.9 million of annualized base rent was attributable to properties operated by tenants in service-oriented and experience-based businesses. "Annualized base rent" means annualized contractually specified cash base rent in effect on December 31, 2021 for all of our leases (including those accounted for as loans or direct financing leases) commenced as of that date and annualized cash interest on our mortgage loans receivable as of that date.

We were organized on January 12, 2018 as a Maryland corporation. We have elected to be taxed as a REIT for federal income tax purposes beginning with the year ended December 31, 2018, and we believe that our current organization, operations and intended distributions will allow us to continue to so qualify. We completed our initial public offering in June 2018. Our common stock is listed on the New York Stock Exchange under the symbol “EPRT”.

Our primary business objective is to maximize stockholder value by generating attractive risk-adjusted returns through owning, managing and growing a diversified portfolio of commercially desirable properties. We have grown significantly since commencing our operations and investment activities in June 2016. As of December 31, 2021, we had a portfolio of 1,451 properties (inclusive of 126 properties which secure our investments in mortgage loans receivable) that was diversified by tenant, industry, concept and geography, had annualized base rent of $242.9 million and was 99.9% occupied. Our portfolio is built based on the following core investment attributes:

Diversification. As of December 31, 2021, our portfolio was 99.9% occupied by 311 tenants operating 433 different brands, or concepts, in 16 industries across 46 states, with none of our tenants contributing more than 3.3% of our annualized base rent. Our goal is that, over time, no more than 5% of our annualized base rent will be derived from any single tenant or more than 1% from any single property.

Long Lease Term. As of December 31, 2021, our leases had a weighted average remaining lease term of 14.0 years (based on annualized base rent), with 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027. Our properties generally are subject to long-term net leases that we believe provide us a stable base of revenue from which to grow our portfolio.

Significant Use of Sale-Leaseback Investments. We seek to acquire properties owned and operated by middle-market businesses and lease the properties back to the operators pursuant to our standard lease form. For the year ended December 31, 2021, approximately 89.1% of our investments were sale-leaseback transactions.

Significant Use of Master Leases. As of December 31, 2021, 61.3% of our annualized base rent was attributable to master leases.

Contractual Base Rent Escalation. As of December 31, 2021, 98.6% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average rate of 1.6% per year.

Smaller, Low Basis Single-Tenant Properties. We generally invest in freestanding “small-box” single- tenant properties. As of December 31, 2021, our average investment per property was $2.3 million (which equals

our aggregate investment in our properties (including transaction costs, lease incentives and amounts funded for construction in progress) divided by the number of properties owned at such date), and we believe investments of similar size allow us to grow our portfolio without concentrating a large amount of capital in individual properties and limit our exposure to events that may adversely affect a particular property. Additionally, we believe that many of our properties are generally fungible and appropriate for multiple commercial uses, which reduces the risk that a particular property may become obsolete and enhances our ability to sell a property if we choose to do so.

Healthy Rent Coverage Ratio and Tenant Financial Reporting. As of December 31, 2021, our portfolio’s weighted average rent coverage ratio was 3.7x, and 98.5% of our leases (based on annualized base rent) obligate the tenant to periodically provide us with specified unit-level financial reporting.

Our Competitive Strengths

We believe the following competitive strengths distinguish us from our competitors and allow us to compete effectively in the single-tenant, net-lease market:

Carefully Constructed Portfolio of Recently Acquired Properties Leased to Service-Oriented or Experience-Based Tenants. We have strategically constructed a portfolio that is diversified by tenant, industry and geography and generally avoids exposure to businesses that we believe are subject to pressure from e-commerce businesses. Our properties are generally subject to long-term net leases that we believe provide us with a stable and predictable base of revenue from which to grow our portfolio. As of December 31, 2021, we had a portfolio of 1,451 properties, with annualized base rent of $242.9 million, which was purposefully selected by our management team in accordance with our focused and disciplined investment strategy. Our portfolio is diversified with 311 tenants operating 433 different concepts across 46 states and in 16 distinct industries. None of our tenants contributed more than 3.3% of our annualized base rent as of December 31, 2021, and our strategy targets a scaled portfolio that, over time, derives no more than 5% of our annualized base rent from any single tenant or more than 1% from any single property.

•We focus on investing in properties leased to tenants operating in service-oriented or experience- based businesses such as car washes, restaurants (primarily quick service restaurants), early childhood education, medical and dental services, convenience stores, automotive services, equipment rental, entertainment and health and fitness, which we believe are generally more insulated from e-commerce pressure than many others. As of December 31, 2021, 93.1% of our annualized base rent was attributable to tenants operating service-oriented and experience-based businesses.

•We believe that our portfolio’s diversity and our rigorous underwriting decrease the impact on us of an adverse event affecting a specific tenant, industry or region, and our focus on leasing to tenants in industries that we believe are well-positioned to withstand competition from e-commerce businesses increases the stability and predictability of our rental revenue.

Differentiated Investment Strategy. We seek to acquire and lease freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities at the property that are essential to the generation of its sales and profits. We primarily seek to invest in properties leased to unrated middle- market companies that we determine have attractive credit characteristics and stable operating histories. We believe middle-market companies are underserved from a capital perspective and that we can offer them attractive real estate financing solutions while allowing us to enter into lease agreements that provide us with attractive risk-adjusted returns. Furthermore, many net-lease transactions with middle- market companies involve properties that are individually relatively small, which allows us to avoid concentrating a large amount of capital in individual properties. We maintain close relationships with our tenants, which we believe allows us to source additional investments and become the capital provider of choice as our tenants’ businesses grow and their real estate needs increase.

Disciplined Underwriting Leading to Strong Portfolio Characteristics. We generally seek to invest in single assets or portfolios of assets through transactions which range in aggregate purchase price from $2 million to $50 million. Our size allows us to focus on investing in a segment of the market that we believe is underserved from a capital perspective and where we can originate or acquire relatively smaller assets on attractive terms that provide meaningful growth to our portfolio. In addition, we seek to invest in commercially desirable properties that are suitable for use by different tenants, offer attractive risk-adjusted returns and possess characteristics that reduce our real estate investment risks.

Experienced and Proven Management Team. Our senior management has significant experience in the net-lease industry and a track record of growing net-lease businesses to significant scale.

•Our senior management team has been responsible for our focused and disciplined investment strategy and for developing and implementing our investment sourcing, underwriting, closing and asset management infrastructure, which we believe can support significant investment growth without a proportionate increase in our operating expenses. As of December 31, 2021, exclusive of our initial investment in a portfolio of 262 net leased properties, consisting primarily of restaurants, that we acquired on June 16, 2016 as part of the liquidation of General Electric Capital Corporation for an aggregate purchase price of $279.8 million (including transaction costs) (the "Initial Portfolio"), 85.2% of our portfolio’s annualized base rent was attributable to internally originated sale-leaseback transactions and 86.2% was acquired from parties who had previously engaged in one or more transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources). The substantial experience, knowledge and relationships of our senior leadership team provide us with an extensive network of contacts that we believe allows us to originate attractive investment opportunities and effectively grow our business.

Asset Base Allows for Significant Growth. Building on our senior leadership team’s experience of more than 20 years in net-lease real estate investing, we have developed leading origination, underwriting, financing and property management capabilities. Our platform is scalable, and we seek to leverage our capabilities to improve our efficiency and processes to continue to seek attractive risk- adjusted growth. While we expect that our general and administrative expenses could increase as our portfolio grows, we expect that such expenses as a percentage of our portfolio and our revenues will decrease over time due to efficiencies and economies of scale. With our smaller asset base relative to other peers that focus on acquiring net leased real estate, we believe that we can achieve superior growth through manageable acquisition volume.

Extensive Tenant Financial Reporting Supports Active Asset Management. We seek to enter into lease agreements that obligate our tenants to periodically provide us with corporate and/or unit-level financial reporting, which we believe enhances our ability to actively monitor our investments, actively evaluate credit risk, negotiate lease renewals and proactively manage our portfolio to protect stockholder value. As of December 31, 2021, leases contributing 98.5% of our annualized base rent required tenants to provide us with specified unit-level financial information, and leases contributing 98.6% of our annualized base rent required tenants to provide us with corporate-level financial reporting.

Our Business and Growth Strategies

Structure and Manage Our Diverse Portfolio with Focused and Disciplined Underwriting and Risk Management. We seek to maintain the stability of our rental revenue and maximize the long-term return on our investments while continuing our growth by using our focused and disciplined underwriting and risk management expertise. When underwriting assets, we emphasize commercially desirable properties, with strong operating performance, healthy rent coverage ratios and tenants with attractive credit characteristics.

•Leasing. In general, we seek to enter into leases with (i) relatively long terms (typically with initial terms of 15 years or more and tenant renewal options); (ii) attractive rent escalation provisions; (iii) healthy rent coverage ratios; and (iv) tenant obligations to periodically provide us with financial information, which provides us with information about the operating performance of the leased property and/or tenant and allows us to actively monitor the security of payments under the lease on an ongoing basis. We strongly prefer to use master lease structures, pursuant to which we lease multiple properties to a single tenant on a unitary (i.e., “all or none”) basis. In addition, in the context of our sale-leaseback investments, we generally seek to establish contract rents that are at or below prevailing market rents, which we believe enhances tenant retention and reduces our releasing risk if a lease is rejected in a bankruptcy proceeding or expires.

•Diversification. We monitor and manage the diversification of our portfolio in order to reduce the risks associated with adverse developments affecting a particular tenant, property, industry or region. Our strategy targets a scaled portfolio that, over time, will (1) derive no more than 5% of its annualized base rent

from any single tenant or more than 1% of its annualized base rent from any single property, (2) be primarily leased to tenants operating in service-oriented or experience- based businesses and (3) avoid significant geographic concentration. While we consider these criteria when making investments, we may be opportunistic in managing our business and make investments that do not meet one or more of these criteria if we believe the opportunity presents an attractive risk-adjusted return.

•Asset Management. We are an active asset manager and regularly review each of our properties to evaluate various factors, including, but not limited to, changes in the business performance at the property, credit of the tenant and local real estate market conditions. Among other things, we use Moody’s Analytics RiskCalc, which is a model for predicting private company defaults based on Moody’s Analytics Credit Research Database, to proactively detect credit deterioration. Additionally, we monitor market rents relative to in-place rents and the amount of tenant capital expenditures in order to refine our tenant retention and alternative use assumptions. Our management team utilizes our internal credit diligence to monitor the credit profile of each of our tenants on an ongoing basis. We believe that this proactive approach enables us to identify and address issues in a timely manner and to determine whether there are properties in our portfolio that are appropriate for disposition.

•In addition, as part of our active portfolio management, we may selectively dispose of assets that we conclude do not offer a return commensurate with the investment risk, contribute to unwanted geographic, industry or tenant concentrations, or may be sold at a price we determine is attractive. We believe that our underwriting processes and active asset management enhance the stability of our rental revenue by reducing default losses and increasing the likelihood of lease renewals.

Focus on Relationship-Based Sourcing to Grow Our Portfolio by Originating Sale-Leaseback Transactions. We plan to continue our disciplined growth by originating sale-leaseback transactions and opportunistically making acquisitions of properties subject to net leases that contribute to our portfolio’s tenant, industry and geographic diversification. As of December 31, 2021, exclusive of the Initial Portfolio, 85.2% of our portfolio’s annualized base rent was attributable to internally originated sale- leaseback transactions and 86.2% was acquired from parties who had previously engaged in transactions that involved a member of our senior management team (including operators and tenants and other participants in the net lease industry, such as brokers, intermediaries and financing sources). In addition, we seek to leverage our relationships with our tenants to facilitate investment opportunities, including selectively agreeing to reimburse certain of our tenants for development costs at our properties in exchange for contractually specified rent that generally increases proportionally with our funding. As of December 31, 2021, exclusive of the Initial Portfolio, approximately 41.5% of our investments were sourced from operators and tenants who had previously consummated a transaction involving a member of our management team. We believe our senior management team’s reputation, in-depth market knowledge and extensive network of longstanding relationships in the net lease industry provide us access to an ongoing pipeline of attractive investment opportunities.

Focus on Middle-Market Companies in Service-Oriented or Experience-Based Businesses. We primarily focus on investing in properties that we lease on a long-term, triple-net basis to middle- market companies that we determine have attractive credit characteristics and stable operating histories. Properties leased to middle-market companies may offer us the opportunity to achieve superior risk-adjusted returns as a result of our extensive and disciplined credit and real estate analysis, lease structuring and portfolio composition. We believe our capital solutions are attractive to middle- market companies, as such companies often have limited financing options as compared to larger, credit rated organizations. We also believe that, in many cases, smaller transactions with middle- market companies will allow us to maintain and grow our portfolio’s diversification. Middle-market companies are often willing to enter into leases with structures and terms that we consider attractive (such as master leases and leases that require ongoing tenant financial reporting) and believe contribute to the stability of our rental revenue.

•In addition, we emphasize investments in properties leased to tenants engaged in service-oriented or experience-based businesses, such as car washes, restaurants (primarily quick service restaurants), early childhood education, medical and dental services, convenience stores, automotive services, equipment rental, entertainment and health and fitness, as we believe these businesses are generally more insulated from e-commerce pressure than many others.

Internal Growth Through Long-Term Triple-Net Leases That Provide for Periodic Rent Escalations. We seek to enter into long-term (typically with initial terms of 15 years or more and tenant renewal options), triple-

net leases that provide for periodic contractual rent escalations. As of December 31, 2021, our leases had a weighted average remaining lease term of 14.0 years (based on annualized base rent), with only 5.4% of our annualized base rent attributable to leases expiring prior to January 1, 2027, and 98.6% of our leases (based on annualized base rent) provided for increases in future base rent at a weighted average of 1.6% per year.

Actively Manage Our Balance Sheet to Maximize Capital Efficiency. We seek to maintain a prudent balance between debt and equity financing and to maintain funding sources that lock in long-term investment spreads and limit interest rate sensitivity. We target a level of net debt that, over time, is generally less than six times our annualized adjusted EBITDAre (as defined in "Non-GAAP Financial Measures" below). We have access to multiple sources of debt capital, including the investment grade-rated, asset-backed bond market, through our Master Trust Funding Program, the investment grade-rated unsecured bond market and bank debt, through our revolving credit facility and our unsecured term loan facilities.

Historical Investment and Disposition Activity

The following table sets forth select information about our quarterly investment activity for the quarters ended March 31, 2020 through December 31, 2021 (dollars in thousands):


	Three Months Ended
	March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021
Investment volume	$	197,816	$	223,186	$	230,755	$	322,203
Number of transactions	22		34		31		55
Property count	74		94		85		96
Avg. investment per unit	$	2,650	$	2,354	$	2,676	$	3,230
Cash cap rates 1	7.0%		7.1%		7.0%		6.9%
GAAP cap rates 2	7.9%		7.8%		7.9%		7.8%
Master lease percentage 3,4	79%		83%		80%		59%
Sale-leaseback percentage 3,5	85%		88%		84%		96%
Percentage of financial reporting 3	100%		100%		100%		98%
Rent coverage ratio	3.0x		2.7x		2.8x		3.0x
Lease term (in years)	16.1		13.5		16.4		16.3

	Three Months Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020
Investment volume	$	167,490	$	42,369	$	148,877	$	244,078
Number of transactions	32		11		19		33
Property count	63		13		50		108
Avg. investment per unit	$	2,551	$	2,870	$	2,866	$	2,218
Cash cap rates 1	7.1%		7.4%		7.1%		7.1%
GAAP cap rates 2	8.0%		8.1%		7.9%		7.7%
Master lease percentage 3,4	54%		68%		79%		89%
Sale-leaseback percentage 3,5	88%		100%		92%		88%
Percentage of financial reporting 3	100%		100%		100%		100%
Rent coverage ratio	2.7x		4.3x		2.8x		3.6x
Lease term (in years)	16.1		16.7		17.6		16.3

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(1) Cash annualized base rent for the first full month after the investment divided by the gross investment in the property plus transaction costs.

(2) GAAP rent and interest income for the first twelve months after the investment divided by the gross investment in the property plus transaction costs.

(3) As a percentage of annualized base rent.

(4) Includes investments in mortgage loans receivable collateralized by more than one property.

(5) Includes investments in mortgage loans receivable made in support of sale-leaseback transactions.

The following table sets forth select information about our quarterly disposition activity for the quarters ended December 31, 2021 through March 31, 2020 (dollars in thousands):


	Three Months Ended
	March 31, 2021		June 30, 2021			September 30, 2021			December 31, 2021
Disposition volume1	$	25,197	$	19,578		$	10,089		$	4,466
Cash cap rate on leased assets 2	7.1%		7.1		%	6.5		%	6.0		%
Leased properties sold 3	15		6			11			2
Vacant properties sold 3	1		1			—			—

	Three Months Ended
	March 31, 2020		June 30, 2020			September 30, 2020			December 31, 2020
Disposition volume1	$	19,571	$	3,420		$	19,595		$	39,042
Cash cap rate on leased assets 2	7.1%		6.8		%	7.0		%	7.4		%
Leased properties sold 3	10		3			11			21
Vacant properties sold 3	—		—			3			2

_____________________________________

(1) Net of transaction costs.

(2) Annualized base rent at time of sale divided by the gross sale price (excluding transaction costs) for the property.

(3) Property count excludes dispositions of undeveloped land parcels or dispositions where only a portion of the owned parcel was sold.

COVID-19 Pandemic Discussion

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) a pandemic. For much of 2020, the global spread of COVID-19 created significant uncertainty and economic disruption, which has appears to have subsided over the course of 2021, primarily due to the widespread availability of multiple vaccines. However, the continuing impact of the COVID-19 pandemic and its duration are unclear, and variants of the virus, such as Delta and Omicron, and vaccine hesitancy in certain areas could erode the progress that has been made against the virus, or exacerbate or prolong the impact of the pandemic. Conditions similar to those experienced in 2020, at the height of the pandemic, could return should the vaccinations prove ineffective against future variants of the virus. Should the impact of a variant of the virus cause conditions to occur that are similar to those experienced in 2020, uncertainty, disruption and instability in the macro-economic environment could occur and government restrictions could force our tenants' businesses to shut-down or limit their operations, which would adversely impact our operations, our financial condition, our liquidity and our prospects. Further, the extent and duration of any such conditions cannot be predicted with any reasonable certainty.

We continue to monitor the ongoing developments surrounding COVID-19 on all aspects of our business, including our portfolio and the creditworthiness of our tenants. In 2020, we entered into deferral agreements with certain of our tenants and recognized contractual base rent related to these agreements as a component of rental revenue in our consolidated statements of operations for 2020. These rent deferrals were negotiated on a tenant-by-tenant basis, and, in general, allowed a tenant to defer all or a portion of their rent for a portion of 2020, with all of the deferred rent to be paid to us pursuant to a schedule that generally extends up to 24 months from the original due date of the deferred rent. While our tenants' businesses and operations have largely returned to pre-pandemic levels, any new developments that cause a deterioration, or further deterioration, in our tenants’ ability to operate their businesses, or delays in the supply of products or services to our tenants from vendors required to operate their businesses, could cause our tenants to be unable or unwilling to meet their contractual obligations to us, including the payment of rent (including deferred rent), or to request further rent deferrals or other concessions. The likelihood of this would increase if variants of COVID-19, such as Delta and Omicron, intensify or persist for a prolonged period. Additionally, whether the pandemic has caused a material secular change in consumer behavior is not yet determinable or evident as it pertains to the patronage of service-based and/or experience-based businesses, but should changes occur that are material, many of our tenants would be adversely affected and their ability to meet their obligations to us could be further impaired. During the deferral period, the deferral agreements reduced our cash flow from operations, reduced our cash available for distribution and adversely affected our ability to make cash distributions to common stockholders. If tenants are unable to repay their deferred rent, we will not receive cash in the future in accordance with our expectations.

Liquidity and Capital Resources

As of December 31, 2021, we had $3.2 billion of net investments in our investment portfolio, consisting of investments in 1,451 properties (inclusive of 126 properties which secure our investments in mortgage loans receivable), with annualized base rent of $242.9 million. Substantially all of our cash from operations is generated by our investment portfolio.

The liquidity requirements for operating our Company consist primarily of funding our investment activities, servicing our outstanding indebtedness and paying our general and administrative expenses. The occupancy level of our portfolio is high (99.9% as of December 31, 2021) and, because substantially all of our leases are triple-net (with our tenants generally responsible for the maintenance, insurance and property taxes associated with the leased properties), our liquidity requirements are not significantly impacted by property costs. When a property becomes vacant because the tenant has vacated the property due to default or at the expiration of the lease term without a renewal or new lease being executed, we incur the property costs not paid by the tenant, as well as those property costs accruing during the time it takes to locate a new tenant or to sell the property. As of December 31, 2021, only one of our properties was vacant, significantly less than 1% of our portfolio, and all remaining properties were subject to a lease. We expect to incur some property costs from time to time in periods during which properties that become vacant are being marketed for lease or sale. In addition, we may recognize an expense for certain property costs, such as real estate taxes billed in arrears, if we believe the tenant is likely to vacate the property before making payment on those obligations. The amount of such property costs can vary quarter-to-quarter based on the timing of property vacancies and the level of underperforming properties; however, we do not expect that such costs will be significant to our operations.

We intend to continue to grow through additional investments in stand-alone single tenant properties. To accomplish this objective, we seek to invest in real estate with a combination of debt and equity capital and with cash from operations that we do not distribute to our stockholders. When we sell properties, we generally reinvest the cash proceeds from our sales in new property acquisitions. Our short-term liquidity requirements also include the funding needs associated with 40 properties where we have agreed to provide construction financing or reimburse the tenant for certain development, construction and renovation costs in exchange for contractual payments of interest or increased rent that generally increases in proportion with our level of funding. As of December 31, 2021, we agreed to provide construction financing or reimburse the tenant for certain development, construction and renovation costs in an aggregate amount of $116.9 million, and, as of such date, we funded $52.4 million of this commitment. We expect to fund the remainder of this commitment by December 31, 2022.

Additionally, as of February 11, 2022, we were under contract to acquire 8 properties with an aggregate purchase price of $15.0 million, subject to completion of our due diligence procedures and satisfaction of customary closing conditions. We expect to meet our short-term liquidity requirements, including our investment in potential future single tenant properties, primarily with our cash and cash equivalents, net cash from operating activities and borrowings under the Revolving Credit Facility, and potentially through proceeds generated from our 2021 ATM Program, which has $161.5 million remaining under the program.

Our long-term liquidity requirements consist primarily of funds necessary to acquire additional properties and repay indebtedness. We expect to meet our long-term liquidity requirements through various sources of capital, including net cash from operating activities, borrowings under our Revolving Credit Facility, future debt financings, sales of common stock under our ATM Program, and proceeds from the sale of selected properties in our portfolio. However, at any point in time, there may be a number of factors that could have a material and adverse effect on our ability to access these capital sources, including unfavorable conditions in the overall equity and credit markets, our level of leverage, the portion of our portfolio that is unencumbered, borrowing restrictions imposed by our existing debt agreements, general market conditions for real estate and potentially REITs specifically, our operating performance, our liquidity and general market perceptions about us. The success of our business strategy will depend, to a significant degree, on our ability to access these various capital sources to fund our future investments in single tenant properties and thereby grow our cash flows.

An additional liquidity need is funding the required level of distributions, generally 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain), that are among the requirements for us to continue to qualify for taxation as a REIT. During the year ended December 31, 2021, our board of directors declared total cash distributions of $1.00 per share of common stock. Holders of OP Units are entitled to distributions per unit equivalent to those paid by us per share of common stock. During the year ended December 31, 2021, we paid $112.3 million of distributions to common stockholders and OP Unit holders,

and as of December 31, 2021, we recorded $32.6 million of distributions payable to common stockholders and OP Unit holders. To continue to qualify for taxation as a REIT, we must make distributions to our stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. As a result of this requirement, we cannot rely on retained earnings to fund our business needs to the same extent as other entities that are not REITs. If we do not have sufficient funds available to us from our operations to fund our business needs, we will need to find alternative ways to fund those needs. Such alternatives may include, among other things, selling properties (whether or not the sales price is optimal or otherwise meets our strategic long-term objectives), incurring additional indebtedness or issuing equity securities in public or private transactions. The availability and attractiveness of the terms of these potential sources of financing cannot be assured.

Generally, our short-term debt capital needs are provided through our use of our Revolving Credit Facility. We manage our long-term leverage position through the issuance of long-term fixed-rate debt on a secured or unsecured basis. Generally, we will seek to issue long-term debt on an unsecured basis as we believe this facilitates greater flexibility in our management of our existing portfolio and our ability to retain optionality in our overall financing and growth strategy. By seeking to match the expected cash inflows from our long-term leases with the expected cash outflows for our long-term debt, we seek to "lock in," for as long as is economically feasible, the expected positive spread between our scheduled cash inflows on our leases and the cash outflows on our debt obligations. In this way, we seek to reduce the risk that increases in interest rates would adversely impact our cash flows and results of operations. Our ability to execute leases that contain annual rent escalations also contributes to our ability to manage the risk of a rising interest rate environment. We use various financial instruments designed to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies such as interest rate swaps and caps, depending on our analysis of the interest rate environment and the costs and risks of such strategies. Although we are not required to maintain a particular leverage ratio and may not be able to do so, we generally consider that, over time, a level of net debt (which includes recourse and non-recourse borrowings and any outstanding preferred stock less cash and cash equivalents and restricted cash available for future investment) that is less than six times our annualized adjusted EBITDAre is prudent for a real estate company like ours.

As of December 31, 2021, all of our long-term debt was fixed-rate debt or was effectively converted to a fixed-rate for the term of the debt though hedging strategies and our weighted average debt maturity was 5.6 years. In February 2022, we amended our revolving credit facility to, among other things, extend its term. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt." As we continue to invest in real estate properties and grow our real estate portfolio, we intend to manage our long-term debt maturities to reduce the risk that a significant amount of our debt will mature in any single year in the future.

Future sources of debt capital may include issuances of notes in the public market, term borrowings from insurance companies, banks and other sources, mortgage financing of a single-asset or portfolio of assets and CMBS borrowings. These sources of debt capital may offer us the opportunity to lower our cost of funding and further diversify our sources of debt capital. Over time, we may choose to issue preferred equity as a part of our overall strategy for funding our investment objectives and growth goals. As our outstanding debt matures, we may refinance it as it comes due or choose to repay it using cash and cash equivalents or borrowings under our Revolving Credit Facility. We believe that the cash generated by our operations, together with our cash and cash equivalents at December 31, 2021, our borrowing availability under the Revolving Credit Facility and our potential access to additional sources of capital, will be sufficient to fund our operations for the foreseeable future and allow us to acquire the real estate for which we currently have made commitments.

Supplemental Guarantor Information

In March 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X and created Rule 13-01 to simplify disclosure requirements related to certain registered securities. The rule became effective January 4, 2021. The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which, unless otherwise specified, will be fully and unconditionally guaranteed by the Company. At December 31, 2021, the Operating Partnership had issued and outstanding $400.0 million of 2031 Notes. The obligations of the Operating Partnership under the 2031 Notes are guaranteed on a senior basis by the Company. The guarantee is full and unconditional, and the Operating Partnership is a consolidated subsidiary of the Company.

As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional” and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

Description of Certain Debt

The following table summarizes our outstanding indebtedness as of December 31, 2021 and 2020:


		Principal Outstanding				Weighted Average Interest Rate (1)
(in thousands)	Maturity Date	December 31, 2021		December 31, 2020		December 31, 2021	December 31, 2020
Unsecured term loans:
April 2019 Term Loan	April 2024	$	200,000	$	200,000	3.3%	3.3%
November 2019 Term Loan	November 2026	430,000		430,000		3.0%	3.0%
Senior unsecured notes	July 2031	400,000		—		3.1%	—%
Revolving Credit Facility	April 2023 (2)	144,000		18,000		1.3%	1.4%
Secured borrowings:
Series 2017-1 Notes	—	—		173,193		—%	4.2%
Total principal outstanding		$	1,174,000	$	821,193	2.9%	3.3%

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(1)Interest rates are presented after giving effect to our interest rate swap and lock agreements, where applicable.

(2)As described below, in February 2022 we extended the maturity date of the Revolving Credit Facility to Februrary 2026.

Unsecured Revolving Credit Facility and April 2019 Term Loan

Through our Operating Partnership, we are party to an Amended and Restated Credit Agreement with a group of lenders, which was amended on February 10, 2022 (the "Credit Agreement"), and which, as amended, provides for revolving loans of up to $600.0 million (the "Revolving Credit Facility") and up to an additional $200.0 million in term loans (the "April 2019 Term Loan").

The Revolving Credit Facility is scheduled to mature on February 10, 2026, with two extension options of six-month periods each, exercisable by the Operating Partnership subject to the satisfaction of certain conditions. The April 2019 Term Loan matures on April 12, 2024. The loans under each of the Revolving Credit Facility and the April 2019 Term Loan initially bear interest at an annual rate of applicable Adjusted Term SOFR (as defined in the Credit Agreement) plus an applicable margin (which applicable margin varies between the Revolving Credit Facility and the April 2019 Term Loan). The Adjusted Term SOFR is a rate with a term equivalent to the interest period applicable to the relevant borrowing. In addition, the Operating Partnership is required to pay a revolving facility fee throughout the term of the Revolving Credit Facility. The applicable margin and the revolving facility fee rate are initially a spread and rate, as applicable, set according to a leverage-based pricing grid. At the Operating Partnership's election, on and after receipt of an investment grade corporate credit rating from S&P, Moody's or Fitch, the applicable margin and the revolving facility fee rate will be a spread and rate, as applicable, set according to the credit ratings provided by S&P, Moody's and/or Fitch. Each of the Revolving Credit Facility and the April 2019 Term Loan is freely pre-payable at any time. Outstanding credit extensions under the Revolving Credit Facility are mandatorily payable if the amount of such credit extensions the revolving facility limit. The Operating Partnership may re-borrow amounts paid down on the Revolving Credit Facility prior to its maturity. Loans repaid under the April 2019 Term Loan cannot be reborrowed. The Credit Agreement has an accordion feature to increase, subject to certain conditions, the maximum availability of credit (either through increased revolving commitments or additional term loans) by up to $600.0 million.

The Operating Partnership is the borrower under the Amended Credit Agreement, and we and each of the subsidiaries of the Operating Partnership that owns a direct or indirect interest in an eligible real property asset are guarantors under the Credit Agreement. Under the terms of the Credit Agreement, we are subject to various restrictive financial and nonfinancial covenants which, among other things, require us to maintain certain secured and unsecured leverage ratios and fixed charge and debt service coverage ratios.

The Credit Agreement restricts our ability to pay distributions to our stockholders under certain circumstances. However, we may make distributions to the extent necessary to maintain our qualification as a REIT under the Code. The Credit Agreement contains customary affirmative and negative covenants that, among other things and subject to exceptions, limit or restrict our ability to incur indebtedness and liens, consummate mergers or other fundamental changes, dispose of assets, make certain restricted payments, make certain investments, modify our organizational documents, transact with affiliates, change our fiscal periods, provide negative pledge clauses, make subsidiary distributions, enter into certain new lines of business or engage in certain activities, and fail to meet the requirements for taxation as a REIT.

November 2019 Term Loan

On November 26, 2019, we, through our Operating Partnership, entered into a $430.0 million term loan credit facility (the "November 2019 Term Loan") with a group of lenders. The November 2019 Term Loan provides for term loans to be drawn up to an aggregate amount of $430.0 million with a maturity of November 26, 2026. The loans under the November 2019 Term Loan are available to be drawn in up to three draws during the six-month period beginning on November 26, 2019. In December 2019, we made an initial borrowing of $250.0 million available under the November 2019 Term Loan and in March 2020 we borrowed the remaining $180.0 million available under the November 2019 Term Loan.

Borrowings under the November 2019 Term Loan bear interest at an annual rate of applicable LIBOR plus the applicable margin. The applicable LIBOR will be the rate with a term equivalent to the interest period applicable to the relevant borrowing. The applicable margin will initially be a spread set according to a leverage-based pricing grid. At the Operating Partnership's irrevocable election, on and after receipt of an investment grade corporate credit rating from S&P or Moody's, the applicable margin will be a spread set according to our corporate credit ratings provided by S&P and/or Moody's. The November 2019 Term Loan is pre-payable at any time by the Operating Partnership, provided, that if the loans under the November 2019 Term Loan are repaid on or before November 26, 2021, they are subject to a one percent prepayment premium. After November 26, 2021 the loans may be repaid without penalty. The November 2019 Term Loan has an accordion feature to increase, subject to certain conditions, the maximum availability of the facility up to an aggregate of $500 million.

The Operating Partnership is the borrower under the November 2019 Term Loan, and our Company and each of its subsidiaries that owns a direct or indirect interest in an eligible real property asset are guarantors under the facility. Under the terms of the November 2019 Term Loan, we are subject to various restrictive financial and nonfinancial covenants which, among other things, require us to maintain certain leverage ratios, cash flow and debt service coverage ratios, secured borrowing ratios and a minimum level of tangible net worth.

The November 2019 Term Loan restricts our ability to pay distributions to our stockholders under certain circumstances. However, we may make distributions to the extent necessary to maintain our qualification as a REIT under the Code. The November 2019 Term Loan contains certain additional covenants that, subject to exceptions, limit or restrict our incurrence of indebtedness and liens, disposition of assets, transactions with affiliates, mergers and fundamental changes, modification of organizational documents, changes to fiscal periods, making of investments, negative pledge clauses and lines of business and REIT qualification.

Senior Unsecured Notes

On June 22, 2021, the Operating Partnership issued $400.0 million aggregate principal amount of 2031 Notes, resulting in net proceeds of $396.6 million. The 2031 Notes were issued by the Operating Partnership and the obligations of the Operating Partnership under the 2031 Notes are fully and unconditionally guaranteed on a senior basis by the Company. In June 2021, the Company entered into a treasury-lock agreement which was designated as a cash flow hedge associated with the expected public offering of such notes. In June 2021, the agreement was settled in accordance with its terms.

The indenture and supplemental indenture creating the 2031 Notes contain various restrictive covenants, including limitations on our ability to incur additional secured and unsecured indebtedness. As of December 31, 2021, we were in compliance with these covenants.

Cash Flows

Comparison of the years ended December 31, 2021 and 2020

As of December 31, 2021, we had $59.8 million of cash and cash equivalents and no restricted cash as compared to $26.6 million and $6.4 million, respectively, as of December 31, 2020.

Cash Flows for the year ended December 31, 2021

During the year ended December 31, 2021, net cash provided by operating activities was $167.4 million as compared $99.4 million during the same period in 2020, an increase of $68.0 million. Our cash flows from operating activities primarily depend on the occupancy of our portfolio, the rental rates specified in our leases and the collectability of such rent, our property operating expenses and other general and administrative costs. Cash inflows during 2021 related to net income adjusted for non-cash items of $155.6 million (net income of $96.2 million adjusted for non-cash items, including the addition of depreciation and amortization of tangible, intangible and right-of-use real estate assets, amortization of deferred financing costs and other non-cash interest expense, loss on repayment and repurchase of secured borrowings and provision for impairment of real estate, offset by the subtraction of the change in our provision for loan losses, gain on dispositions of real estate, net, straight-line rent receivable, equity-based compensation expense and adjustment to rental revenue for tenant credit, which in aggregate net to an addition of $59.4 million), a decrease in rent receivables, prepaid expenses and other assets of $2.2 million and an increase in accrued liabilities and other payables of $14.4 million. These net cash inflows were partially offset by by payments made in settlement of cash flow hedges of $4.8 million. The increase in net cash provided by operating activities was primarily driven by the increased size of our investment portfolio during 2021.

Net cash used in investing activities during the year ended December 31, 2021 was $829.7 million as compared to $545.5 million in the same period in 2020, an increase of $284.2 million. Our net cash used in investing activities is generally used to fund our investments in real estate, including capital expenditures, the development of our construction in progress and investments in loans receivable, offset by cash provided from the disposition of real estate and principal collections on our loans and direct financing lease receivables. The cash used in investing activities during 2021 primarily included $840.0 million to fund investments in real estate, including capital expenditures, $136.4 million of investments in loans receivable, $9.3 million to fund construction in progress and $2.2 million paid to tenants as lease incentives. These cash outflows were partially offset by $100.5 million of principal collections on our loans and direct financing lease receivables and $58.4 million of proceeds from sales of investments, net of disposition costs. The increase in net cash used in investing activities was primarily due to our increased level of investments in real estate and loans receivables during 2021.

Net cash provided by financing activities was $689.1 million during the year ended December 31, 2021 as compared to $457.8 million in the same period in 2020, an increase of $231.3 million. Our net cash provided by financing activities in 2021 related to cash inflows of $458.3 million from the issuance of common stock in follow-on equity offerings and through our ATM Program, $396.6 million in net proceeds from the issuance of the 2031 Notes and $393.0 million of borrowings under the Revolving Credit Facility. These cash inflows were partially offset by $267.0 million of repayments on the Revolving Credit Facility, $175.8 million of repayments of secured borrowing principal, the payment of $112.3 million in dividends, $1.2 million of offering costs paid related to our follow-on offerings and the ATM Program, the payment of deferred financing costs of $2.1 million and $0.4 million of payments for taxes related to the net settlement of equity awards..

Cash Flows for the year ended December 31, 2020

During the year ended December 31, 2020, net cash provided by operating activities was $99.4 million as compared $88.6 million during the same period in 2019, an increase of approximately $10.8 million. Our cash flows from operating activities primarily depend on the occupancy of our portfolio, the rental rates specified in our leases, and the collectability of such rent and our operating expenses and other general and administrative costs. Cash inflows during 2020 related to net income adjusted for non-cash items of $107.2 million (net income of $42.5 million adjusted for non-cash items, including adding back depreciation and amortization of tangible, intangible and right-of-use real estate assets, amortization of deferred financing costs and other assets, loss on repayment of secured

borrowings, provision for impairment of real estate, and subtracting gains on dispositions of real estate, net, straight-line rent receivable, equity-based compensation expense and adjustment to rental revenue for tenant credit, which in aggregate net to an addition of $64.7 million) and an increase in accrued liabilities and other payables of $4.2 million. These net cash inflows were offset by an outflow related to the increase in rent receivables, prepaid expenses and other assets of $12.1 million. The increase in net cash provided by operating activities was primarily by the increased size of our investment portfolio.

Net cash used in investing activities during the year ended December 31, 2020 was $545.5 million as compared to $607.8 million in the same period in 2019, a decrease of approximately $62.3 million. Our net cash used in investing activities is generally used to fund our investments in real estate, including capital expenditures, the development of our construction in progress and investments in loans receivable, offset by cash provided from the disposition of real estate and principal collections on our loans and direct financing lease receivables. The cash used in investing activities during 2020 included $541.3 million to fund investments in real estate, including capital expenditures, $14.4 million to fund construction in progress, $60.5 million of investments in loans receivable and $12.9 million paid to tenants as lease incentives. These cash outflows were partially offset by $82.9 million of proceeds from sales of investments, net of disposition costs and $0.3 million of principal collections on our loans and direct financing lease receivables. The increase in net cash used in investing was primarily due to our increased level of investments in real estate and loans receivables offset by increased asset sales.

Net cash provided by financing activities was $457.8 million during the year ended December 31, 2020 as compared to $524.4 million in the same period in 2019, a decrease of approximately $66.6 million. Our net cash provided by financing activities in 2020 related to cash inflows of $461.0 million from the issuance of common stock in follow-on equity offerings and through our ATM Program, $87.0 million of borrowings under the Revolving Credit Facility and $180.0 million of borrowings under the November 2019 Term Loan. These cash inflows were partially offset by a $65.9 million outflow related to principal payments on our Master Trust Funding notes, $115.0 million of repayments on the Revolving Credit Facility, the payment of $86.5 million in dividends, $2.8 million of offering costs paid related to our follow-on offerings and the ATM Program and the payment of deferred financing costs of approximately $25,000. The decrease in net cash provided by financing activities was due to our net borrowings being reduced during the year by nearly $100 million and increased dividends of approximately $22.6 million, offset by our increase proceeds from the issuance of stock of approximately $50 million.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, 2021.

Contractual Obligations

The following table provides information with respect to our commitments as of December 31, 2021:


	Payment due by period
(in thousands)	Total		2022		2023-2024		2025-2026		Thereafter
Unsecured Term Loans	$	630,000	$	—	$	200,000	$	430,000	$	—
Senior unsecured notes	400,000		—		—		—		400,000
Revolving Credit Facility	144,000		—		144,000		—		—
Tenant Construction Financing and Reimbursement Obligations (1)	64,496		64,496		—		—		—
Operating Lease Obligations (2)	19,072		1,484		2,132		1,250		14,206
Total	$	1,257,568	$	65,980	$	346,132	$	431,250	$	414,206

_____________________________________

(1)Includes obligations to reimburse certain of our tenants for construction costs that they incur in connection with construction at our properties in exchange for contractually-specified rent that generally increases proportionally with our funding.

(2)Includes of $16.7 million rental payments due under ground lease arrangements where our tenants are directly responsible for payment.

Additionally, we may enter into commitments to purchase goods and services in connection with the operation of our business. These commitments generally have terms of one-year or less and reflect expenditure levels comparable to our historical expenditures, as adjusted for our growth.

We have made an election to be taxed as a REIT for federal income tax purposes beginning with our taxable year ended December 31, 2018; accordingly, we generally will not be subject to federal income tax for the year ended December 31, 2021, if we distribute all of our REIT taxable income, determined without regard to the dividends paid deduction, to our stockholders.

Critical Accounting Estimates

Our accounting policies are determined in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that are subjective in nature and, as a result, our actual results could differ materially from our estimates. Estimates and assumptions include, among other things, subjective judgments regarding the fair values and useful lives of our properties for depreciation and lease classification purposes, the collectability of receivables and asset impairment analysis. Set forth below are the more critical accounting policies that require management judgment and estimates in the preparation of our consolidated financial statements.

Real Estate Investments

Investments in real estate are carried at cost less accumulated depreciation and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost and, in the case of asset acquisitions, transaction costs related to the acquisition.

We allocate the purchase price (plus transaction costs) of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may include land, site improvements and buildings. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.

The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases based on the specific characteristics of each tenant's lease. We estimate the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. Factors we consider in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from six to 12 months. The fair value of above- or below-market leases is recorded based on the net present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between the contractual amount to be paid pursuant to the in-place lease and our estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining non-cancelable term of the lease including any below-market fixed rate renewal options for below-market leases.

In making estimates of fair values for purposes of allocating purchase price, we use a number of sources, including real estate valuations prepared by independent valuation firms. We also consider information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate, e.g., location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant's business. Additionally, we consider information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. We use the information obtained as a result of our pre-acquisition due diligence as part of our consideration of the accounting standard governing asset retirement obligations and, when necessary, will record an asset retirement obligation as part of the purchase price allocation.

Allowance for Loan Losses

Prior to the adoption of ASC Topic 326, Financial Instruments - Credit Losses (“ASC 326”), we periodically evaluated the collectability of our loans receivable, including accrued interest, by analyzing the underlying property level economics and trends, collateral value and quality and other relevant factors in determining the adequacy of its allowance for loan losses. A loan was determined to be impaired when, in management’s judgment based on

current information and events, it was probable that we would be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific allowances for loan losses were provided for impaired loans on an individual loan basis in the amount by which the carrying value exceeded the estimated fair value of the underlying collateral less disposition costs. As of December 31, 2019, we had no allowance for loan losses recorded in our consolidated financial statements.

On January 1, 2020, we adopted ASC 326 on a prospective basis. ASC 326 changed how we account for credit losses for all of our loans receivable and direct financing lease receivables. ASC 326 replaces the current “incurred loss” model with an “expected loss” model that requires consideration of a broader range of information than used under the incurred losses model. Upon adoption of ASC 326, we recorded an initial allowance for loan losses of $0.2 million as of January 1, 2020, netted against loans and direct financing receivables on our consolidated balance sheet. Under ASC 326, we are required to re-evaluate the expected loss of our loans and direct financing lease receivable portfolio at each balance sheet date. As of December 31, 2021, we recorded an allowance for loan losses of $0.8 million. Changes in our allowance for loan losses are presented within provision for loan losses in our consolidated statements of operations.

In connection with our adoption of ASC 326 on January 1, 2020, we implemented a new process including the use of loan loss forecasting models. We have used the loan loss forecasting model for estimating expected lifetime credit losses, at the individual asset level, for our loans and direct financing lease receivable portfolio. The forecasting model used is the probability weighted expected cash flow method, depending on the type of loan and global assumptions.

We use a real estate loss estimate model (“RELEM”) which estimates losses on our loans and direct financing lease receivable portfolio, for purposes of calculating allowances for loan losses. The RELEM allows us to refine (on an ongoing basis) the expected loss estimate by incorporating loan specific assumptions as necessary, such as anticipated funding, interest payments, estimated extensions and estimated loan repayment/refinancing at maturity to estimate cash flows over the life of the loan. The model also incorporates assumptions related to underlying collateral values, various loss scenarios, and predicted losses to estimate expected losses. Our specific loan-level inputs include loan-to-stabilized-value “LTV” and debt service coverage ratio metrics, as well as principal balances, property type, location, coupon, origination year, term, subordination, expected repayment dates and future funding’s. We categorize the results by LTV range, which we consider the most significant indicator of credit quality for our loans and direct financing lease receivables. A lower LTV ratio typically indicates a lower credit loss risk.

Real estate lending has several risks that need to be considered. There is the potential for changes in local real estate conditions and subjectivity of real estate valuations. In addition, overall economic conditions may impact the borrowers’ financial condition. Adverse economic conditions such as high unemployment levels, interest rates, tax rates and fuel and energy costs may have an impact on the results of operations and financial conditions of borrowers.

We also evaluate each loan and direct financing lease receivable measured at amortized cost for credit deterioration at least quarterly. Credit deterioration occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan or direct financing lease receivables.

Our allowance for loan losses is adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the real estate assets securing our loans. These estimations include various macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans and direct financing leases during their anticipated term.

Impairment of Long-Lived Assets

If circumstances indicate that the carrying value of a property may not be recoverable, we review the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. Impairment assessments have a direct impact on the

consolidated statements of operations, because recording an impairment loss results in an immediate negative adjustment to the consolidated statements of operations.

Adjustment to Rental Revenue for Tenant Credit

We continually review receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Prior to January 1, 2019, if the collectability of a receivable was in doubt, the accounts receivable and straight-line rent receivable balances were reduced by an allowance for doubtful accounts on the consolidated balance sheets or a direct write-off of the receivable was recorded in the consolidated statements of operations. The provision for doubtful accounts was included in property expenses in our consolidated statements of operations. If the accounts receivable balance or straight-line rent receivable balance was subsequently deemed to be uncollectible, such receivable amounts were written-off to the allowance for doubtful accounts.

As of January 1, 2019, if the assessment of the collectability of substantially all payments due under a lease changes from probable to not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current period adjustment to rental revenue in the consolidated statements of operations.

Derivative Instruments

In the normal course of business, we use derivative financial instruments, which may include interest rate swaps, caps, options, floors and other interest rate derivative contracts, to protect us against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of our floating-rate debt. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. We record all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may also enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately recorded in earnings. If we elect not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any change in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. We do not intend to use derivative instruments for trading or speculative purposes.

Equity-Based Compensation

From time to time, we grant shares of restricted common stock and restricted share units ("RSUs") to our directors, executive officers and other employees that vest over multiple periods, subject to the recipient's continued service. Additionally, we also granted performance-based RSUs to our executive officers, the final number of which is determined based on market and subjective performance conditions and which vest over a multi-year period, subject to the recipient's continued service. We account for the restricted common stock and RSUs in accordance with ASC 718, Compensation - Stock Compensation, which requires that such compensation be recognized in the financial statements based on their estimated grant-date fair value. The value of such awards is recognized as compensation expense in general and administrative expenses in the accompanying consolidated statements of operations over the requisite service periods. We recognize compensation expense for equity-based compensation

using the straight-line method based on the terms of the individual grant. Forfeitures of equity-based compensation awards, if any, are recognized as they occur.

Results of Operations

The following discusses our results of operations for the year ended December 31, 2021, as compared to our results of operations for the year ended December 31, 2020. A discussion of the changes in our results of operations for the year ended December 31, 2020, as compared to our results of operations for the year ended December 31, 2019 has been omitted from this Annual Report but may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the years ended December 31, 2020 and 2019" in our annual report for the year ended December 31, 2020.

Comparison of the years ended December 31, 2021 and 2020


	Year ended December 31,
(dollar amounts in thousands)	2021		2020		Change		%
Revenues:
Rental revenue	$	213,327	$	155,792	$	57,535	36.9	%
Interest income on loans and direct financing lease receivables	15,710		8,136		7,574		93.1	%
Other revenue, net	1,197		81		1,116		1,377.8	%
Total revenues	230,234		164,009		66,225		40.4	%
Expenses:
General and administrative	24,329		24,444		(115)		(0.5)	%
Property expenses	5,762		3,881		1,881		48.5	%
Depreciation and amortization	69,146		59,446		9,700		16.3	%
Provision for impairment of real estate	6,120		8,399		(2,279)		(27.1)	%
Change in provision for loan losses	(204)		830		(1,034)		(124.6)	%
Total expenses	105,153		97,000		8,153		8.4	%
Other operating income:
Gain on dispositions of real estate, net	9,338		5,821		3,517		60.4	%
Income from operations	134,419		72,830		61,589		84.6	%
Other (expense)/income:
Loss on repayment and repurchase of secured borrowings	(4,461)		(924)		(3,537)		382.8	%
Interest expense	(33,614)		(29,651)		(3,963)		13.4	%
Interest income	94		485		(391)		(80.6)	%
Income before income tax expense	96,438		42,740		53,698		125.6	%
Income tax expense	227		212		15		7.1	%
Net income	96,211		42,528		53,683		126.2	%
Net income attributable to non-controlling interests	(486)		(255)		(231)		90.6	%
Net income attributable to stockholders	$	95,725	$	42,273	$	53,452	126.4	%

Revenues:

Rental revenue. Rental revenue increased by $57.5 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. The increase in revenues was driven primarily by the growth in the size of our real estate investment portfolio, which generated additional rental revenues. Our real estate investment portfolio grew from 1,181 properties, representing $2.4 billion in net investments in real estate, as of December 31, 2020 to 1,451 properties, representing $3.2 billion in net investments in real estate, as of December 31, 2021. Our real estate investments were acquired throughout the periods presented and were not all owned by us for the entirety of the periods; accordingly, a significant portion of the increase in rental revenue between periods is related to recognizing revenue in 2021 on acquisitions that were made during 2020 and 2021. A smaller component of the increase in revenues between periods is related to rent escalations recognized on our leases.

Interest on loans and direct financing lease receivables. Interest on loans and direct financing lease receivables increased by $7.6 million during the year ended December 31, 2021, as compared to the year ended December 31, 2020, primarily due to the growth of our mortgage loans receivable portfolio during 2020 and continuing during 2021, which led to a higher average daily balance of loans receivable outstanding during the year ended December 31, 2021.

Other revenue. Other revenue for the year ended December 31, 2021 increased by $1.1 million, as compared to the year ended December 31, 2020, primarily due to the receipt of $1.0 million in loan prepayment fees during the year ended December 31, 2021. No such loan prepayment fee revenue was recorded during the year ended December 31, 2020.

Expenses:

General and administrative. General and administrative expense decreased $0.1 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This decrease in general and administrative expense was primarily due to a decrease in third-party property servicing and audit expense, offset by an increase in our equity based compensation expense.

Property expenses. Property expenses increased by $1.9 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. The increase in property expenses was primarily due to increased reimbursable costs and property insurance expenses during the year ended December 31, 2021.

Depreciation and amortization. Depreciation and amortization expense increased by $9.7 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. Depreciation and amortization expense increased in proportion to the general increase in the size of our real estate investment portfolio.

Provision for impairment of real estate. Impairment charges on real estate investments were $6.1 million and $8.4 million for the years ended December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, we recorded a provision for impairment of real estate on 18 and 17 of our real estate investments, respectively, with the average size of our impairments being smaller in 2021. We strategically seek to identify non-performing properties that we may re-lease or dispose of in an effort to improve our returns and manage risk exposure. An increase in vacancy associated with our disposition or re-leasing strategies may trigger impairment charges when the expected future cash flows from the properties from sale or re-lease are less than their net book value.

Change in provision for loan losses. During the year ended December 31, 2021, our provision for loan losses decreased by $0.2 million, as compared to an increase of $0.8 million during the year ended December 31, 2020. Under ASC 326, we are required to re-evaluate the expected loss on our portfolio of loans and direct financing lease receivables at each balance sheet date. Changes in our provision for loan losses are driven by revisions to global and loan-specific assumptions in our loan loss model and by changes in the size of our loan and direct financing lease portfolio.

Other operating income:

Gain on dispositions of real estate, net. Gain on dispositions of real estate, net, increased by $3.5 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. We disposed of 38 real

estate properties during the year ended December 31, 2021, compared to 49 real estate properties during the year ended December 31, 2020. Overall, our 2021 dispositions had a higher sales price in relation to their basis as compared to our 2020 dispositions, specifically driven by our sale of six vacant properties during 2020 compared to the sale of only two vacant properties during 2021.

Other (expense)/income:

Loss on repayment and repurchase of secured borrowings. Loss on repayment and repurchase of secured borrowings of $4.5 million during the year ended December 31, 2021 relates to the payment of a make-whole premium and the write-off of deferred financing costs upon our repayment of the remaining $171.2 million of principal on our Series 2017-1 Notes in June 2021. During the year ended December 31, 2020, we recorded a loss on repayment and repurchase of secured borrowings of $0.9 million related to the write-off of deferred financing costs upon our repayment, at par, of $62.3 million of principal on our Series 2017-1 Notes in February 2020.

Interest expense. Interest expense increased by $4.0 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This increase in interest expense was primarily due to an increase to our outstanding debt balance during the year ended December 31, 2021 compared to the year ended December 31, 2020.

Interest income. Interest income decreased by $0.4 million for the year ended December 31, 2021, as compared to the year ended December 31, 2020. The decrease in interest income was primarily due to lower average daily cash balances in our interest-bearing bank accounts compared to the year ended December 31, 2020.

Income tax expense. Income tax expense increased by approximately $15,000 for the year ended December 31, 2021, as compared to the year ended December 31, 2020. We are organized and operate as a REIT and are generally not subject to U.S. federal taxation. However, the Operating Partnership is subject to taxation in certain state and local jurisdictions that impose income taxes on a partnership. The changes in income tax expense are primarily due to changes in the proportion of our real estate portfolio located in jurisdictions where we are subject to taxation.

Non-GAAP Financial Measures

Our reported results are presented in accordance with GAAP. We also disclose the following non-GAAP financial measures: funds from operations ("FFO"), core funds from operations ("Core FFO"), adjusted funds from operations ("AFFO"), earnings before interest, taxes, depreciation and amortization ("EBITDA"), EBITDA further adjusted to exclude gains (or losses) on sales of depreciable property and real estate impairment losses ("EBITDAre"), adjusted EBITDAre, annualized adjusted EBITDAre, net debt, net operating income ("NOI") and cash NOI ("Cash NOI"). We believe these non-GAAP financial measures are industry measures used by analysts and investors to compare the operating performance of REITs.

We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT"). NAREIT defines FFO as GAAP net income or loss adjusted to exclude extraordinary items (as defined by GAAP), net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO is used by management, and may be useful to investors and analysts, to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains and losses on sales (which are dependent on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions).

We compute Core FFO by adjusting FFO, as defined by NAREIT, to exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature and/or not related to our core real estate operations. Exclusion of these items from similar FFO-type metrics is common within the equity REIT industry, and management believes that presentation of Core FFO provides investors with a metric to assist in their evaluation of our operating performance across multiple periods and in comparison to the operating performance of our peers, because it removes the effect of unusual items that are not expected to impact our operating performance on an ongoing basis. Core FFO is used by management in evaluating the performance of our core business operations.

Items included in calculating FFO that may be excluded in calculating Core FFO include certain transaction related gains, losses, income or expense or other non-core amounts as they occur.

To derive AFFO, we modify our computation of Core FFO to include other adjustments to GAAP net income related to certain items that we believe are not indicative of our operating performance, including straight-line rental revenue, non-cash interest expense, non-cash compensation expense, other amortization and non-cash charges, capitalized interest expense and transaction costs. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We believe that AFFO is an additional useful supplemental measure for investors to consider when assessing our operating performance without the distortions created by non-cash items and certain other revenues and expenses.

FFO, Core FFO and AFFO do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Additionally, our computation of FFO, Core FFO and AFFO may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

The following table reconciles net income (which is the most comparable GAAP measure) to FFO, Core FFO and AFFO attributable to stockholders and non-controlling interests:


	Year ended December 31,
(in thousands)	2021		2020		2019
Net income	$	96,211	$	42,528	$	48,025
Depreciation and amortization of real estate	69,043		59,309		42,649
Provision for impairment of real estate	6,120		8,399		2,918
Gain on dispositions of real estate, net	(9,338)		(5,821)		(10,932)
FFO attributable to stockholders and non-controlling interests	162,036		104,415		82,660
Other non-recurring expenses (1)(2)(3)	4,461		2,273		7,988
Core FFO attributable to stockholders and non-controlling interests	166,497		106,688		90,648
Adjustments:
Straight-line rental revenue, net	(19,116)		(11,905)		(12,215)
Non-cash interest	2,554		2,040		2,738
Non-cash compensation expense	5,683		5,427		4,546
Other amortization expense	2,675		3,854		815
Other non-cash charges	(212)		829		9
Capitalized interest expense	(81)		(228)		(290)
Transaction costs	—		291		—
AFFO attributable to stockholders and non-controlling interests	$	158,000	$	106,995	$	86,251

_____________________________________

(1)Includes non-recurring expenses of $4.5 million of loss on repayment of secured borrowings during the year ended December 31, 2021.

(2)Includes non-recurring expenses of approximately $39,000 related to reimbursement of executive relocation costs, $1.1 million for severance payments and acceleration of non-cash compensation expense in connection with the termination of one of our executive officers, $0.2 million of non-recurring recruiting costs, and our $0.9 million loss on repayment of secured borrowings during the year ended December 31, 2020.

(3)Includes non-recurring expenses of $2.4 million for costs and charges incurred in connection with the Eldridge secondary offering, $5.2 million loss on repayment and repurchase of secured borrowings and $0.3 million for a provision for settlement of litigation during the year ended December 31, 2019.

We compute EBITDA as earnings before interest, income taxes and depreciation and amortization. In 2017, NAREIT issued a white paper recommending that companies that report EBITDA also report EBITDAre. We compute EBITDAre in accordance with the definition adopted by NAREIT. NAREIT defines EBITDAre as EBITDA

(as defined above) excluding gains (or losses) from the sales of depreciable property and real estate impairment losses. We present EBITDA and EBITDAre as they are measures commonly used in our industry. We believe that these measures are useful to investors and analysts because they provide supplemental information concerning our operating performance, exclusive of certain non-cash items and other costs. We use EBITDA and EBITDAre as measures of our operating performance and not as measures of liquidity.

EBITDA and EBITDAre do not include all items of revenue and expense included in net income, they do not represent cash generated from operating activities and they are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operations as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures. Additionally, our computation of EBITDA and EBITDAre may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

The following table reconciles net income (which is the most comparable GAAP measure) to EBITDA and EBITDAre attributable to stockholders and non-controlling interests:


	Year ended December 31,
(in thousands)	2021		2020		2019
Net income	$	96,211	$	42,528	$	48,025
Depreciation and amortization	69,146		59,446		42,745
Interest expense	33,614		29,651		27,037
Interest income	(94)		(485)		(794)
Income tax expense	227		212		303
EBITDA attributable to stockholders and non-controlling interests	199,104		131,352		117,316
Provision for impairment of real estate	6,120		8,399		2,918
Gain on dispositions of real estate, net	(9,338)		(5,821)		(10,932)
EBITDAre attributable to stockholders and non-controlling interests	$	195,886	$	133,931	$	109,302

We further adjust EBITDAre for the most recently completed quarter i) based on an estimate calculated as if all re-leasing, investment and disposition activity that took place during the quarter had been made on the first day of the quarter, ii) to exclude certain GAAP income and expense amounts that we believe are infrequent and unusual in nature and iii) to eliminate the impact of lease termination fees and contingent rental revenue from certain of our tenants, which is subject to sales thresholds specified in the applicable leases ("Adjusted EBITDAre"). We then annualize quarterly Adjusted EBITDAre by multiplying it by four ("Annualized Adjusted EBITDAre"), which we believe provides a meaningful estimate of our current run rate for all of our investments as of the end of the most recently completed quarter. You should not unduly rely on this measure, as it is based on assumptions and estimates that may prove to be inaccurate. Our actual reported EBITDAre for future periods may be significantly less than our current Annualized Adjusted EBITDAre.

The following table reconciles net income (which is the most comparable GAAP measure) to Annualized Adjusted EBITDAre attributable to stockholders and non-controlling interests for the three months ended December 31, 2021:


(in thousands)	Three months ended December 31, 2021
Net income	$	29,790
Depreciation and amortization	18,961
Interest expense	9,170
Interest income	(20)
Income tax expense	55
EBITDA attributable to stockholders and non-controlling interests	57,956
Provision for impairment of real estate	—
Gain on dispositions of real estate, net	(497)
EBITDAre attributable to stockholders and non-controlling interests	57,459
Adjustment for current quarter re-leasing, acquisition and disposition activity (1)	2,865
Adjustment to exclude other non-recurring activity (2)	(92)
Adjustment to exclude termination/prepayment fees and certain percentage rent (3)	(1,028)
Adjusted EBITDAre attributable to stockholders and non-controlling interests	$	59,204

Annualized Adjusted EBITDAre attributable to stockholders and non-controlling interests	$	236,816

_____________________________________

(1)Adjustment assumes all re-leasing activity, investments in and dispositions of real estate and loan repayments made during the three months ended December 31, 2021 had occurred on October 1, 2021.

(2)Adjustment is made to exclude non-core expenses added back to compute Core FFO, our provision for loan losses and the write-off of receivables.

(3)Adjustment excludes contingent rent (based on a percentage of the tenant's gross sales at the leased property) where payment is subject to exceeding a sales threshold specified in the lease and lease termination or loan prepayment fees.

We calculate our net debt as our gross debt (defined as total debt plus net deferred financing costs on our borrowings) less cash and cash equivalents and restricted cash deposits held for the benefit of lenders. We believe excluding cash and cash equivalents and restricted cash deposits held for the benefit of lenders from gross debt, all of which could be used to repay debt, provides an estimate of the net contractual amount of borrowed capital to be repaid, which we believe is a beneficial disclosure to investors and analysts.

The following table reconciles total debt (which is the most comparable GAAP measure) to net debt:


	December 31,
(in thousands)	2021		2020
Secured borrowings, net of deferred financing costs	$	—	$	171,007
Unsecured term loan, net of deferred financing costs	626,983		626,272
Revolving credit facility	144,000		18,000
Senior unsecured notes	394,723		—
Total debt	1,165,706		815,279
Deferred financing costs and original issue discount, net	8,294		5,914
Gross debt	1,174,000		821,193
Cash and cash equivalents	(59,758)		(26,602)
Restricted cash available for future investment	—		(6,388)
Net debt	$	1,114,242	$	788,203

We compute NOI as total revenues less property expenses. NOI excludes all other items of expense and income included in the financial statements in calculating net income or loss in accordance with GAAP. Cash NOI further excludes non-cash items included in total revenues and property expenses, such as straight-line rental revenue and other amortization and non-cash charges. We believe NOI and Cash NOI provide useful and relevant

information because they reflect only those revenue and expense items that are incurred at the property level and present such items on an unlevered basis.

NOI and Cash NOI are not measures of financial performance under GAAP. You should not consider our NOI and Cash NOI as alternatives to net income or cash flows from operating activities determined in accordance with GAAP. Additionally, our computation of NOI and Cash NOI may differ from the methodology for calculating these metrics used by other equity REITs and, therefore, may not be comparable to similarly titled measures reported by other equity REITs.

The following table reconciles net income (which is the most comparable GAAP measure) to NOI and Cash NOI attributable to stockholders and non-controlling interests:


	Year ended December 31,
(in thousands)	2021		2020		2019
Net income	$	96,211	$	42,528	$	48,025
General and administrative expense	24,329		24,444		21,745
Depreciation and amortization	69,146		59,446		42,745
Provision for impairment of real estate	6,120		8,399		2,918
Change in provision for loan losses	(204)		830		—
Gain on dispositions of real estate, net	(9,338)		(5,821)		(10,932)
Loss on repayment and repurchase of secured borrowings	4,461		924		5,240
Interest expense	33,614		29,651		27,037
Interest income	(94)		(485)		(794)
Income tax expense	227		212		303
NOI attributable to stockholders and non-controlling interests	224,472		160,128		136,287
Straight-line rental revenue, net	(19,116)		(11,905)		(12,215)
Other amortization and non-cash charges	2,675		3,854		815
Cash NOI attributable to stockholders and non-controlling interests	$	208,031	$	152,077	$	124,887

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Over time, we generally seek to match the expected cash inflows from our long-term leases with the expected cash outflows for our long-term debt. To achieve this objective, we borrow on a fixed-rate basis through the issuance of senior unsecured notes or incur debt that bears interest at floating rates under the Revolving Credit Facility, which we use in connection with our operations, including for funding investments, the April 2019 Term Loan and the November 2019 Term Loan.


		Principal Outstanding				Weighted Average Interest Rate (1)
(in thousands)	Maturity Date	December 31, 2021		December 31, 2020		December 31, 2021	December 31, 2020
Unsecured term loans:
April 2019 Term Loan	April 2024	$	200,000	$	200,000	3.3%	3.3%
November 2019 Term Loan	November 2026	430,000		430,000		3.0%	3.0%
Senior unsecured notes	July 2031	400,000		—		3.1%	—%
Revolving Credit Facility	April 2023 (2)	144,000		18,000		1.3%	1.4%
Secured borrowings:
Series 2017-1 Notes		—		173,193		—%	4.2%
Total principal outstanding		$	1,174,000	$	821,193	2.9%	3.3%

_______________________________________________________________

(1)Interest rates are presented after giving effect to our interest rate swap and lock agreements, where applicable.

(2)In February 2022 we extended the maturity date of the Revolving Credit Facility to Februrary 2026. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt" for additional details.

We have fixed the interest rates on our term loan facilities' variable-rates through the use of interest rate swap agreements. At December 31, 2021, our aggregate liability in the event of the early termination of our swaps was $11.9 million.

At December 31, 2021, a 100-basis point increase of the interest rate on our unsecured term loan borrowings would increase our related interest costs by $6.3 million per year and a 100-basis point decrease of the interest rate would decrease our related interest costs by $6.3 million per year.

Additionally, our borrowings under the Revolving Credit Facility bear interest at an annual rate equal to LIBOR plus a leverage-based credit spread. Therefore, an increase or decrease in interest rates would result in an increase or decrease to our interest expense related to the Revolving Credit Facility. We monitor our market interest rate risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market risk sensitive instruments assuming a hypothetical adverse change in interest rates. Based on the results of a sensitivity analysis, which assumes a 100-basis point adverse change in interest rates, the estimated market risk exposure for our variable‑rate borrowings under the Revolving Credit Facility was $1.4 million as of December 31, 2021.

We are exposed to interest rate risk between the time we enter into a sale-leaseback transaction or acquire a leased property and the time we finance the related real estate with long-term fixed-rate debt. In addition, when our long-term debt matures, we may have to refinance the debt at a higher interest rate. Market interest rates are sensitive to many factors that are beyond our control. Our interest rate risk management objective is to limit the impact of future interest rate changes on our earnings and cash flows.

In addition to amounts that we borrow under the Revolving Credit Facility, we may incur variable-rate debt in the future that we do not choose to hedge. Additionally, decreases in interest rates may lead to increased competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate we have targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations will be adversely affected. Significant increases in interest rates may also have an adverse impact on our earnings if we are unable to acquire real estate with rental rates high enough to offset the increase in interest rates on our borrowings.

Fair Value of Fixed-Rate Indebtedness

The estimated fair value of our fixed-rate indebtedness under our senior unsecured notes is calculated based on quoted prices in active markets for identical assets. The following table discloses fair value information related to our fixed-rate indebtedness as of December 31, 2021:


(in thousands)	Carrying Value (1)		Estimated Fair Value
Senior unsecured notes	$	400,000	$	400,640

_____________________________________

(1)Excludes net deferred financing costs of $4.5 million and net discount of $0.8 million.

Item 8. Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements


Financial Statements and Supplemental Data
Reports of Independent Registered Public Accounting Firm (PCAOB ID: Number 248)			73
Report of Independent Registered Public Accounting Firm (PCAOB ID: Number 42)			76
Consolidated Balance Sheets as of December 31, 2021 and 2020			77
Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020, and 2019			78
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019			79
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2021, 2020, and 2019			80
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019			81
Notes to Consolidated Financial Statements			83

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Essential Properties Realty Trust, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Essential Properties Realty Trust, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 16, 2022 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the measurement of the fair values used in the purchase price allocation of real estate acquisitions

As described further in Notes 2 and 3 to the financial statements, the acquisition of property for investment purposes is typically accounted for as an asset acquisition in which the Company allocates the purchase price of acquired properties to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. The Company acquired approximately $841.1 million of real estate investments during the year ended December 31, 2021. We identified the measurement of the fair values used in the purchase price allocation of real estate acquisitions as a critical audit matter.

The principal consideration for our determination of the measurement of the fair values used in the purchase price allocation of acquired real estate acquisitions as a critical audit matter is the higher risk of estimation uncertainty in determining estimates of fair value. Specifically, fair value measurements were sensitive to establishing a range of market assumptions for land values, building replacement values, and rental rates. Establishing the market assumptions for land, building and rent included identifying the relevant properties in the established range most comparable to the acquired property. There was a high degree of subjective and complex auditor judgment in evaluating these key inputs and assumptions.

Our audit procedures related to the measurement of the fair values used in the purchase price allocation of real estate acquisitions included the following, among others:

We obtained an understanding and evaluated the design and tested the operating effectiveness of relevant controls relating to the process to allocate the purchase price of real estate acquisitions, including internal controls over the selection and review of the inputs and assumptions to estimate fair value, including those used by third party valuation professionals.

For a selection of real estate acquisitions, we involved our real estate valuation professionals with specialized skills and knowledge who assisted in evaluating the valuation techniques and assumptions to the fair value measurements used in the purchase price allocations. We read the purchase agreements and tested the completeness and accuracy of underlying data used that was contractual in nature, including rental data. The evaluation included comparison of the Company’s assumptions to independently developed ranges using market data from industry transaction databases and published industry reports. We analyzed where the Company's market rental rates fell compared to our valuation professionals' independently developed ranges to evaluate if management bias was present. Our overall assessment of these assumptions and the amounts reported and disclosed in the consolidated financial statements included consideration of whether such information was consistent with evidence obtained in other areas of the audit.

Evaluation of the provision for impairment of real estate investments

As described in Note 2 to the consolidated financial statements, the Company reviews its real estate investments for potential impairment when certain events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds. Those events and circumstances include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. For real estate investments that show an indication of impairment, management determines whether an impairment has occurred by comparing the estimated undiscounted future cash flows, including the residual value of the real estate, with the carrying amount of the individual asset. Forecasting the estimated future cash flows requires management to make estimates and assumptions about significant variables, such as the probabilities of outcomes and estimated holding periods, direct and terminal capitalization rates, and potential disposal proceeds to be received upon a sale. We identified the evaluation of the provision for impairment of real estate investments as a critical audit matter.

The principal consideration for our determination of the evaluation of impairment of investments in real estate was a critical audit matter was the higher risk of estimation uncertainty due to sensitivity of management judgments, not only regarding indicators of impairment, but also regarding estimates and assumptions utilized in forecasting cash flows for cost recoverability and determining fair value measurements. Specifically, forecasted cash flows for recoverability and estimates of fair value were sensitive to changes in the probability of outcomes, anticipated sale values, and capitalization rates. There was a high degree of subjective and complex auditor judgment in evaluating these key inputs and assumptions.

Our audit procedures related to the evaluation of the provision for impairment of investments in real estate included the following, among others:

We obtained an understanding and evaluated the design and tested the operating effectiveness of relevant controls over the evaluation of potential real estate investment impairments, such as internal controls over the Company’s monitoring of the real estate investment portfolio, the Company’s assessments of recoverability, and the Company’s estimates of fair value.

We evaluated the completeness of the population of investments in real estate requiring further analysis as compared to the criteria established in management’s accounting policies over impairment.

We tested the Company’s undiscounted cash flow analyses and estimates of fair value for real estate investments with indicators of impairment, including evaluating the reasonableness of the methods and significant inputs and assumptions used.

We compared the probability of outcomes with historical performance of the impacted real estate investment and considered any relevant prospective data, including property specific industry information.

We compared anticipated sale values and capitalization rates with comparable observable market data, which involved the use of our valuation specialists.

Our assessment included sensitivity analyses over these significant inputs and assumptions, and we considered whether such assumptions were consistent with evidence obtained in other areas of the audit.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2021.

Jacksonville, Florida

February 16, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Essential Properties Realty Trust, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Essential Properties Realty Trust, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our report dated February 16, 2022 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Jacksonville, Florida

February 16, 2022

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Essential Properties Realty Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Essential Properties Realty Trust, Inc. as of December 31, 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows, for each of the two years in the period ended December 31, 2020 of Essential Properties Realty Trust, Inc. (the “Company”), and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2017 to 2021.

New York, New York

February 23, 2021

ESSENTIAL PROPERTIES REALTY TRUST, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets


	December 31,
(In thousands, except share and per share data)	2021		2020
ASSETS
Investments:
Real estate investments, at cost:
Land and improvements	$	1,004,154	$	741,254
Building and improvements	2,035,919		1,519,665
Lease incentives	13,950		14,297
Construction in progress	8,858		3,908
Intangible lease assets	87,959		80,271
Total real estate investments, at cost	3,150,840		2,359,395
Less: accumulated depreciation and amortization	(200,152)		(136,097)
Total real estate investments, net	2,950,688		2,223,298
Loans and direct financing lease receivables, net	189,287		152,220
Real estate investments held for sale, net	15,434		17,058
Net investments	3,155,409		2,392,576
Cash and cash equivalents	59,758		26,602
Restricted cash	—		6,388
Straight-line rent receivable, net	57,990		37,830
Rent receivables, prepaid expenses and other assets, net	25,638		25,406
Total assets (1)	$	3,298,795	$	2,488,802

LIABILITIES AND EQUITY
Secured borrowings, net of deferred financing costs	$	—	$	171,007
Unsecured term loans, net of deferred financing costs	626,983		626,272
Senior unsecured notes, net	394,723		—
Revolving credit facility	144,000		18,000
Intangible lease liabilities, net	12,693		10,168
Dividend payable	32,610		25,703
Derivative liabilities	11,838		38,912
Accrued liabilities and other payables	32,145		16,792
Total liabilities (1)	1,254,992		906,854
Commitments and contingencies (see Note 11)	—		—
Stockholders' equity:
Preferred stock, $0.01 par value; 150,000,000 authorized; none issued and outstanding as of December 31, 2021 and 2020	—		—
Common stock, $0.01 par value; 500,000,000 authorized; 124,649,053 and 106,361,524 issued and outstanding as of December 31, 2021 and 2020, respectively	1,246		1,064
Additional paid-in capital	2,151,088		1,688,540
Distributions in excess of cumulative earnings	(100,982)		(77,665)
Accumulated other comprehensive loss	(14,786)		(37,181)
Total stockholders' equity	2,036,566		1,574,758
Non-controlling interests	7,237		7,190
Total equity	2,043,803		1,581,948
Total liabilities and equity	$	3,298,795	$	2,488,802

_____________________________________

(1)The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2—Summary of Significant Accounting Policies. As of December 31, 2021 and 2020, all of the assets and liabilities of the Company were held by its operating partnership, a consolidated VIE, with the exception of $32.5 million and $25.6 million, respectively, of dividends payable.

The accompanying notes are an integral part of these consolidated financial statements.

ESSENTIAL PROPERTIES REALTY TRUST, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Operations


	Year ended December 31,
(In thousands, except share and per share data)	2021		2020		2019
Revenues:
Rental revenue	$	213,327	$	155,792	$	135,670
Interest on loans and direct financing lease receivables	15,710		8,136		3,024
Other revenue, net	1,197		81		663
Total revenues	230,234		164,009		139,357

Expenses:
General and administrative	24,329		24,444		21,745
Property expenses	5,762		3,881		3,070
Depreciation and amortization	69,146		59,446		42,745
Provision for impairment of real estate	6,120		8,399		2,918
Change in provision for loan losses	(204)		830		—
Total expenses	105,153		97,000		70,478
Other operating income:
Gain on dispositions of real estate, net	9,338		5,821		10,932
Income from operations	134,419		72,830		79,811
Other (expense)/income:
Loss on repayment and repurchase of secured borrowings	(4,461)		(924)		(5,240)
Interest expense	(33,614)		(29,651)		(27,037)
Interest income	94		485		794
Income before income tax expense	96,438		42,740		48,328
Income tax expense	227		212		303
Net income	96,211		42,528		48,025
Net income attributable to non-controlling interests	(486)		(255)		(6,181)
Net income attributable to stockholders	$	95,725	$	42,273	$	41,844

Basic weighted average shares outstanding	116,358,059		95,311,035		64,104,058
Basic net income per share	$	0.82	$	0.44	$	0.65

Diluted weighted average shares outstanding	117,466,338		96,197,705		75,309,896
Diluted net income per share	$	0.82	$	0.44	$	0.63

The accompanying notes are an integral part of these consolidated financial statements.

ESSENTIAL PROPERTIES REALTY TRUST, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Comprehensive Income


	Year ended December 31,
(In thousands)	2021		2020		2019
Net income	$	96,211	$	42,528	$	48,025
Other comprehensive income (loss):
Deferred loss on cash flow hedges	(4,824)		—		—
Unrealized income (loss) on cash flow hedges	17,273		(42,121)		(2,799)
Cash flow hedge losses (gains) reclassified to interest expense	10,059		6,676		(106)
Total other comprehensive income (loss)	22,508		(35,445)		(2,905)
Comprehensive income	118,719		7,083		45,120
Net income attributable to non-controlling interests	(486)		(255)		(6,181)
Adjustment for other comprehensive income (loss) attributable to non-controlling interests	(113)		213		956
Comprehensive income attributable to stockholders	$	118,120	$	7,041	$	39,895

The accompanying notes are an integral part of these consolidated financial statements.

ESSENTIAL PROPERTIES REALTY TRUST, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Stockholders' Equity


	Common Stock
(In thousands, except share data)	Number of Shares	Par Value		Additional Paid-In Capital		Distributions in Excess of Cumulative Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity		Non- Controlling Interests		Total Equity
Balance at December 31, 2018	43,749,092	$	431	$	569,407	$	(7,659)	$	—	$	562,179	$	248,862	$	811,041
Common stock issuance	21,462,986	215		423,472		—		—		423,687		—		423,687
Costs related to issuance of common stock	—	—		(13,901)		—		—		(13,901)		—		(13,901)
Conversion of equity in Secondary Offering	18,502,705	185		237,795		—		—		237,980		(237,980)		—
Other comprehensive loss	—	—		—		—		(1,949)		(1,949)		(956)		(2,905)
Share-based compensation expense	46,368	7		4,108		—		—		4,115		—		4,115
Unit-based compensation expense	—	—		2,162		—		—		2,162		—		2,162
Dividends declared on common stock and OP Units	—	—		—		(61,667)		—		(61,667)		(8,444)		(70,111)
Net income	—	—		—		41,844		—		41,844		6,181		48,025
Balance at December 31, 2019	83,761,151	838		1,223,043		(27,482)		(1,949)		1,194,450		7,663		1,202,113
Cumulative adjustment upon adoption of ASC 326	—	—		—		(187)		—		(187)		(1)		(188)
Common stock issuance	22,554,057	225		477,574		—		—		477,799		—		477,799
Costs related to issuance of common stock	—	—		(18,154)		—		—		(18,154)		—		(18,154)
Other comprehensive loss	—	—		—		—		(35,232)		(35,232)		(213)		(35,445)
Share-based compensation expense	46,316	1		6,077		—		—		6,078		—		6,078
Dividends declared on common stock and OP Units	—	—		—		(92,269)		—		(92,269)		(514)		(92,783)
Net income	—	—		—		42,273		—		42,273		255		42,528
Balance at December 31, 2020	106,361,524	1,064		1,688,540		(77,665)		(37,181)		1,574,758		7,190		1,581,948
Common stock issuance	18,230,721	182		469,018		—		—		469,200		—		469,200
Common stock withheld related to net share settlement of equity awards	—	—		—		(353)		—		(353)		—		(353)
Costs related to issuance of common stock	—	—		(12,153)		—		—		(12,153)		—		(12,153)
Other comprehensive income	—	—		—		—		22,395		22,395		113		22,508
Share-based compensation expense	56,808	—		5,683		—		—		5,683		—		5,683
Dividends declared on common stock and OP Units	—	—		—		(118,689)		—		(118,689)		(552)		(119,241)
Net income	—	—		—		95,725		—		95,725		486		96,211
Balance at December 31, 2021	124,649,053	$	1,246	$	2,151,088	$	(100,982)	$	(14,786)	$	2,036,566	$	7,237	$	2,043,803

The accompanying notes are an integral part of these consolidated financial statements.

ESSENTIAL PROPERTIES REALTY TRUST, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Cash Flows


	Year ended December 31,
(In thousands)	2021		2020		2019
Cash flows from operating activities:
Net income	$	96,211	$	42,528	$	48,025
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	69,146		59,406		42,745
Amortization of lease incentive	3,074		3,847		282
Amortization of above/below market leases and right of use assets, net	749		9		534
Amortization of deferred financing costs and other non-cash interest expense	2,738		2,532		2,815
Loss on repayment and repurchase of secured borrowings	4,461		924		5,240
Provision for impairment of real estate	6,120		8,399		2,918
Change in provision for loan losses	(204)		830		—
Gain on dispositions of real estate, net	(9,338)		(5,821)		(10,932)
Straight-line rent receivable	(20,160)		(15,137)		(12,322)
Equity based compensation expense	5,683		6,085		6,238
Adjustment to rental revenue for tenant credit	(2,900)		3,601		593
Payments made in settlement of cash flow hedges	(4,836)		—		—
Changes in other assets and liabilities:
Rent receivables, prepaid expenses and other assets	2,216		(12,058)		1,242
Accrued liabilities and other payables	14,433		4,243		1,190
Net cash provided by operating activities	167,393		99,388		88,568
Cash flows from investing activities:
Proceeds from sales of investments, net	58,381		82,889		66,765
Principal collections on loans and direct financing lease receivables	100,488		286		9,519
Investments in loans receivable	(136,391)		(60,480)		(94,637)
Deposits for prospective real estate investments	(590)		475		530
Investment in real estate, including capital expenditures	(840,027)		(541,307)		(570,025)
Investment in construction in progress	(9,348)		(14,423)		(17,858)
Lease incentives paid	(2,197)		(12,949)		(2,133)
Net cash used in investing activities	(829,684)		(545,509)		(607,839)
Cash flows from financing activities:

Repayment of secured borrowings	(175,781)		(65,909)		(279,123)
Principal received on repurchased secured borrowings	—		—		1,707
Borrowings under term loan facilities	—		180,000		450,000
Borrowings under revolving credit facility	393,000		87,000		459,000
Repayments under revolving credit facility	(267,000)		(115,000)		(447,000)
Proceeds from issuance of senior unsecured notes	396,600		—		—
Payments for taxes related to net settlement of equity awards	(353)		—		—
Deferred financing costs	(2,120)		(25)		(6,128)
Proceeds from issuance of common stock, net	458,267		461,006		411,635
Offering costs	(1,220)		(2,805)		(1,837)


Dividends paid	(112,334)		(86,475)		(63,903)
Net cash provided by financing activities	689,059		457,792		524,351
Net increase in cash and cash equivalents and restricted cash	26,768		11,671		5,080
Cash and cash equivalents and restricted cash, beginning of period	32,990		21,319		16,239
Cash and cash equivalents and restricted cash, end of period	$	59,758	$	32,990	$	21,319
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	$	59,758	$	26,602	$	8,304
Restricted cash	—		6,388		13,015
Cash and cash equivalents and restricted cash, end of period	$	59,758	$	32,990	$	21,319

The accompanying notes are an integral part of these consolidated financial statements.

ESSENTIAL PROPERTIES REALTY TRUST, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Cash Flows (continued)


	Year ended December 31,
(In thousands)	2021		2020		2019
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	24,162	$	27,071	$	29,485
Cash paid for income taxes	637		546		60
Non-cash investing and financing activities:
Adjustment upon adoption of ASC 326	$	—	$	188	$	—
Reclassification from construction in progress upon project completion	4,478		22,643		7,055
Net settlement of proceeds on the sale of investments	(960)		860		4,960
Non-cash investment activity	1,227		(860)		10,439
Lease liabilities arising from the recognition of right of use assets	—		—		8,355
Unrealized (gains) losses on cash flow hedges	(27,890)		44,920		2,905
Conversion of equity in Secondary Offering	—		—		237,795
Payable and accrued offering costs	—		—		66
Discounts and fees on capital raised through issuance of common stock	10,933		16,674		12,048
Discounts and fees on issuance of senior unsecured notes	3,400		—		—
Payable and accrued deferred financing costs	—		—		126
Dividends declared	32,610		25,703		19,395

The accompanying notes are an integral part of these consolidated financial statements.

Notes to Consolidated Financial Statements

December 31, 2021

1. Organization

Description of Business

Essential Properties Realty Trust, Inc. (the “Company”) is an internally managed real estate company that acquires, owns and manages primarily single-tenant properties that are net leased on a long-term basis to middle-market companies operating service-oriented or experience-based businesses. The Company generally invests in and leases freestanding, single-tenant commercial real estate facilities where a tenant services its customers and conducts activities that are essential to the generation of the tenant’s sales and profits.

The Company was organized on January 12, 2018 as a Maryland corporation. It elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes beginning with the year ended December 31, 2018, and it believes that its current organizational and operational status and intended distributions will allow it to continue to so qualify. Substantially all of the Company’s business is conducted directly and indirectly through its operating partnership, Essential Properties, L.P. (the “Operating Partnership”).

On June 25, 2018, the Company completed the initial public offering (“IPO”) of its common stock. The common stock of the Company is listed on the New York Stock Exchange under the ticker symbol “EPRT”.

COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus (“COVID-19”) a pandemic. For much of 2020, the global spread of COVID-19 created significant uncertainty and economic disruption, which has appears to have subsided over the course of 2021, primarily due to the widespread availability of multiple vaccines. However, the continuing impact of the COVID-19 pandemic and its duration are unclear, and variants of the virus, such as Delta and Omicron, and vaccine hesitancy in certain areas could erode the progress that has been made against the virus, or exacerbate or prolong the impact of the pandemic. Conditions similar to those experienced in 2020, at the height of the pandemic, could return should the vaccines prove ineffective against future variants of the virus. Should the impact of a variant of the virus cause conditions to occur that are similar to those experienced in 2020, uncertainty and instability in the macro-economic environment could occur and government restrictions could force the Company’s tenants' businesses to shut-down or limit their operations, which would adversely impact the Company’s operations, its financial condition, liquidity, and prospects. Further, the extent and duration of any such conditions cannot be predicted with any reasonable certainty.

The Company continues to closely monitor the ongoing developments surrounding COVID-19 on all aspects of its business, including its portfolio and the creditworthiness of its tenants. In 2020, the Company entered into deferral agreements with certain of its tenants and recognized contractual base rent related to these agreements as a component of rental revenue in its consolidated statements of operations for 2020. These rent deferrals were negotiated on a tenant-by-tenant basis, and, in general, allowed a tenant to defer all or a portion of their rent for a portion of 2020, with all of the deferred rent to be paid to the Company pursuant to a schedule that generally extends up to 24 months from the original due date of the deferred rent. While the Company’s tenants' businesses and operations have largely returned to pre-pandemic levels, any new developments that cause a deterioration, or further deterioration, in the Company's tenants’ ability to operate their businesses, or delays in the supply of products or services to the Company's tenants from vendors required to operate their businesses, may cause the Company's tenants to be unable or unwilling to meet their contractual obligations to the Company, including the payment of rent (including deferred rent), or to request further rent deferrals or other concessions. The likelihood of this would increase if variants of COVID-19, such as the Delta variant, intensify or persist for a prolonged period. Additionally, the Company does not yet know whether COVID-19 has caused a material secular change in consumer behavior that may reduce patronage of service-based and/or experience-based businesses, but should changes occur that are material, many of the Company's tenants would be adversely affected and their ability to meet their obligations to the Company could be further impaired. During the deferral period, these agreements reduced the Company's cash flow from operations, reduced its cash available for distribution and adversely affected its ability to make cash distributions to common stockholders. Furthermore, if tenants are unable to repay their deferred rent, the Company will not receive cash in the future in accordance with its expectations.

2. Summary of Significant Accounting Policies

Basis of Accounting

The accompanying unaudited consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and subsidiaries in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation. As of December 31, 2021 and 2020, the Company, directly and indirectly, held a 99.6% and 99.5% ownership interest in the Operating Partnership, respectively, and the consolidated financial statements include the financial statements of the Operating Partnership as of these dates. See Note 7—Equity for changes in the ownership interest in the Operating Partnership.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reportable Segments

ASC Topic 280, Segment Reporting, establishes standards for the manner in which enterprises report information about operating segments. Substantially all of the Company’s investments, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis or real estate that secures the Company's investment in loans and direct financing lease receivables. Therefore, the Company aggregates these investments for reporting purposes and operates in one reportable segment.

Real Estate Investments

Investments in real estate are carried at cost less accumulated depreciation and impairment losses. The cost of investments in real estate reflects their purchase price or development cost. The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under Accounting Standards Update ("ASU") 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.

The Company allocates the purchase price of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may include land, site improvements and buildings. Intangible assets may include the value of in-place leases and above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.

The Company incurs various costs in the leasing and development of its properties. Amounts paid to tenants that incentivize them to extend or otherwise amend an existing lease or to sign a new lease agreement are capitalized to lease incentives on the Company's consolidated balance sheets. Tenant improvements are capitalized to building and improvements within the Company's consolidated balance sheets. Costs incurred which are directly related to properties under development, which include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs and real estate taxes and insurance, are capitalized during the period of development as construction in progress. After the determination is made to capitalize a cost, it

is allocated to the specific component of a project that benefited. Determination of when a development project commences, and capitalization begins, and when a development project has reached substantial completion, and is available for occupancy and capitalization must cease, involves a degree of judgment. The Company does not engage in speculative real estate development. The Company does, however, opportunistically agree to reimburse certain of its tenants for development costs at its properties in exchange for contractually-specified rent that generally increases proportionally with its funding.

The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases based on the specific characteristics of each tenant's lease. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. Factors the Company considers in this analysis include an estimate of the carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from six to 12 months. The fair value of above- or below-market leases is recorded based on the net present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company's estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining non-cancelable term of the lease including any below-market fixed rate renewal options for below-market leases.

In making estimates of fair values for purposes of allocating purchase price, the Company uses a number of sources, including real estate valuations prepared by independent valuation firms. The Company also considers information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate (e.g., location, size, demographics, value and comparative rental rates), tenant credit profile and the importance of the location of the real estate to the operations of the tenant's business. Additionally, the Company considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. The Company uses the information obtained as a result of its pre-acquisition due diligence as part of its consideration of the accounting standard governing asset retirement obligations and, when necessary, will record an asset retirement obligation as part of the purchase price allocation.

Real estate investments that are intended to be sold are designated as "held for sale" on the consolidated balance sheets at the lesser of carrying amount and fair value less estimated selling costs. Real estate investments are no longer depreciated when they are classified as held for sale. If the disposal, or intended disposal, of certain real estate investments represents a strategic shift that has had or will have a major effect on the Company's operations and financial results, the operations of such real estate investments would be presented as discontinued operations in the consolidated statements of operations for all applicable periods.

Depreciation and Amortization

Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings and 15 years for site improvements. The Company recorded the following amounts of depreciation expense on its real estate investments during the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Depreciation on real estate investments	$	61,171	$	51,736	$	36,354

Lease incentives are amortized on a straight-line basis as a reduction of rental income over the remaining non-cancellable terms of the respective leases. If a tenant terminates its lease, the unamortized portion of the lease incentive is charged to rental revenue. Construction in progress is not depreciated until the development has reached substantial completion. Tenant improvements are depreciated over the non-cancellable term of the related lease or their estimated useful life, whichever is shorter.

Capitalized above-market lease intangibles are amortized on a straight-line basis as a reduction of rental revenue over the remaining non-cancellable terms of the respective leases. Capitalized below-market lease

intangibles are accreted on a straight-line basis as an increase to rental revenue over the remaining non-cancellable terms of the respective leases including any below-market fixed rate renewal option periods.

Capitalized above-market ground lease values are accreted as a reduction of property expenses over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property expenses over the remaining terms of the respective leases and any expected below-market renewal option periods where renewal is considered probable.

The value of in-place leases, exclusive of the value of above-market and below-market lease intangibles, is amortized to depreciation and amortization expense on a straight-line basis over the remaining periods of the respective leases.

If a tenant terminates its lease, the unamortized portion of each intangible, including in-place lease values, is charged to depreciation and amortization expense, while above- and below-market lease adjustments are recorded within rental revenue in the consolidated statements of operations.

Loans Receivable

The Company holds its loans receivable for long-term investment. Loans receivable are carried at amortized cost, including related unamortized discounts or premiums, if any, less the Company's estimated allowance for loan losses. The Company recognizes interest income on loans receivable using the effective-interest method applied on a loan-by-loan basis. Direct costs associated with originating loans are offset against any related fees received and the balance, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective-interest method.

Direct Financing Lease Receivables

Certain of the Company’s real estate investment transactions are accounted for as direct financing leases. The Company records the direct financing lease receivables at their net investment, determined as the aggregate minimum lease payments and the estimated non-guaranteed residual value of the leased property less unearned income. The unearned income is recognized over the term of the related lease so as to produce a constant rate of return on the net investment in the asset. The Company’s investment in direct financing lease receivables is reduced over the applicable lease term to its non-guaranteed residual value by the portion of rent allocated to the direct financing lease receivables. Subsequent to the adoption of ASC 842, Leases (“ASC 842”) in January 2019, the Company's existing direct financing lease receivables have been accounted for in the same manner, unless the underlying contracts have been modified.

If and when an investment in direct financing lease receivables is identified for impairment evaluation, the Company will apply the guidance in both ASC 310, Receivables (“ASC 310”) and ASC 842. Under ASC 310, the lease receivable portion of the net investment in a direct financing lease receivable is evaluated for impairment when it becomes probable the Company, as the lessor, will be unable to collect all rental payments associated with the Company’s investment in the direct financing lease receivable. Under ASC 842, the Company reviews the estimated non-guaranteed residual value of a leased property at least annually. If the review results in a lower estimate than had been previously established, the Company determines whether the decline in estimated non-guaranteed residual value is other than temporary. If a decline is judged to be other than temporary, the accounting for the transaction is revised using the changed estimate and the resulting reduction in the net investment in direct financing lease receivables is recognized by the Company as a loss in the period in which the estimate is changed. As of December 31, 2021 and 2020, the Company determined that none of its direct financing lease receivables were impaired.

Impairment of Long-Lived Assets

If circumstances indicate that the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the

impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. Impairment losses, if any, are recorded directly within our consolidated statement of operations.

The Company recorded the following provisions for impairment of long lived assets during the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Provision for impairment of real estate	$	6,120	$	8,399	$	2,918

Cash and Cash Equivalents

Cash and cash equivalents includes cash in the Company’s bank accounts. The Company considers all cash balances and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to an insurance limit.

As of December 31, 2021 and 2020, the Company had deposits of $59.8 million and $26.6 million, respectively, of which $59.5 million and $26.4 million, respectively, were in excess of the amount insured by the FDIC. Although the Company bears risk with respect to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result.

Restricted Cash

Restricted cash primarily consists of cash proceeds from the sale of assets held by a qualified intermediary to facilitate tax-deferred exchange transactions under Section 1031 of the Internal Revenue Code.

Deferred Financing Costs

Financing costs related to establishing the Company’s 2018 Credit Facility and Revolving Credit Facility (as defined below) were deferred and are being amortized as an increase to interest expense in the consolidated statements of operations over the term of the facility and are reported as a component of rent receivables, prepaid expenses and other assets, net on the consolidated balance sheets.

Financing costs related to the issuance of the Company’s secured borrowings under the Master Trust Funding Program, the April 2019 Term Loan, the November 2019 Term Loan and the 2031 Notes (each as defined below) were deferred and are being amortized as an increase to interest expense in the consolidated statements of operations over the term of the related debt instrument and are reported as a reduction of the related outstanding debt balance on the consolidated balance sheets.

Derivative Instruments

In the normal course of business, the Company uses derivative financial instruments, which may include interest rate swaps, caps, options, floors and other interest rate derivative contracts, to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows on a portion of the Company’s floating-rate debt. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. The Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may also enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately recorded in earnings. If the Company elects not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any change in the fair value of such derivative instruments would be recognized immediately as a gain or loss on derivative instruments in the consolidated statements of operations.

Fair Value Measurement

The Company estimates the fair value of financial and non-financial assets and liabilities based on the framework established in fair value accounting guidance. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1—Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date.

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

Level 3—Unobservable inputs that reflect the Company's own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

Revenue Recognition

The Company’s rental revenue is primarily rent received from tenants. Rent from tenants is recorded in accordance with the terms of each lease on a straight-line basis over the non-cancellable initial term of the lease from the later of the date of the commencement of the lease and the date of acquisition of the property subject to the lease. Rental revenue recognition begins when the tenant controls the space and continues through the term of the related lease. Because substantially all of the leases provide for rental increases at specified intervals, the Company records a straight-line rent receivable and recognizes revenue on a straight-line basis through the expiration of the non-cancelable term of the lease. The Company considers whether the collectability of rents is reasonably assured in determining the amount of straight-line rent to record.

Generally, the Company’s leases provide the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions provided under the initial lease term, including rent increases. If economic incentives make it reasonably certain that an option period to extend the lease will be exercised, the Company will include these options in determining the non-cancelable term of the lease.

The Company defers rental revenue related to lease payments received from tenants in advance of their due dates. These amounts are presented within accrued liabilities and other payables on the Company’s consolidated balance sheets.

Certain properties in the Company’s investment portfolio are subject to leases that provide for contingent rent based on a percentage of the tenant’s gross sales. For these leases, the Company recognizes contingent rental revenue when the threshold upon which the contingent lease payment is based is actually reached.

The Company recorded the following amounts as contingent rent, which are included as a component of rental revenue in the Company's consolidated statements of operations, during the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Contingent rent	$	721	$	444	$	855

Adjustment to Rental Revenue for Tenant Credit

The Company continually reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

If the assessment of the collectability of substantially all payments due under a lease changes from probable to not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current period reduction of rental revenue in the consolidated statements of operations.

The Company recorded the following amounts as increases to or reductions of rental revenue for tenant credit during the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Adjustment to rental revenue for tenant credit	$	2,900	$	(7,149)	$	(593)

Offering Costs

In connection with the completion of equity offerings, the Company incurs legal, accounting and other offering-related costs. Such costs are deducted from the gross proceeds of each equity offering when the offering is completed. As of December 31, 2021 and 2020, the Company capitalized a total of $79.3 million and $67.2 million, respectively, of such costs, which are presented as a reduction of additional paid-in capital in the Company's consolidated balance sheets.

Income Taxes

The Company elected and qualified to be taxed as a REIT under sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its taxable year ended December 31, 2018. REITs are subject to a number of organizational and operational requirements, including a requirement that 90% of ordinary “REIT taxable income” (as determined without regard to the dividends paid deduction or net capital gains) be distributed. As a REIT, the Company will generally not be subject to U.S. federal income tax to the extent that it meets the organizational and operational requirements and its distributions equal or exceed REIT taxable income. For the period subsequent to the effective date of its REIT election, the Company continues to meet the organizational and operational requirements and expects distributions to exceed REIT taxable income. Accordingly, no provision has been made for U.S. federal income taxes. Even though the Company has elected and qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income and excise tax on its undistributed income. Franchise taxes and federal excise taxes on the Company’s undistributed income, if any, are included in general and administrative expenses on the accompanying consolidated statements of operations. Additionally, taxable income from non-REIT activities managed through the Company's taxable REIT subsidiary is subject to federal, state, and local taxes.

The Company analyzes its tax filing positions in all of the U.S. federal, state and local tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in such jurisdictions. The Company follows a two-step process to evaluate uncertain tax positions. Step one, recognition, occurs when an entity concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Step two, measurement, determines the amount of benefit that is more-likely-than-not to be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited.

As of December 31, 2021 and 2020, the Company had no accruals recorded for uncertain tax positions. The Company’s policy is to classify interest expense and penalties relating to taxes in general and administrative expense in the consolidated statements of operations. During the years ended December 31, 2021, 2020 and 2019, the Company recorded de minimis interest or penalties relating to taxes, and there were no interest or penalties with respect to taxes accrued as of December 31, 2021 or 2020. The 2020, 2019 and 2018 taxable years remain open to examination by federal and/or state taxing jurisdictions to which the Company is subject.

Equity-Based Compensation

The Company grants shares of restricted common stock and restricted share units (“RSUs”) to its directors, executive officers and other employees that vest over specified time periods, subject to the recipient’s continued service. The Company also grants performance-based RSUs to its executive officers, the final number of which is determined based on objective and subjective performance conditions and which vest over a multi-year period, subject to the recipient’s continued service. The Company accounts for the restricted common stock and RSUs in accordance with ASC 718, Compensation – Stock Compensation, which requires that such compensation be recognized in the financial statements based on its estimated grant-date fair value. The value of such awards is recognized as compensation expense in general and administrative expenses in the accompanying consolidated statements of operations over the applicable service periods.

The Company recognizes compensation expense for equity-based compensation using the straight-line method based on the terms of the individual grant. Forfeitures of equity-based compensation awards, if any, are recognized when they occur.

Variable Interest Entities

The Financial Accounting Standards Board (“FASB”) provides guidance for determining whether an entity is a variable interest entity (a “VIE”). VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses, or the right to receive benefits, of the VIE that could potentially be significant to the VIE.

The Company has concluded that the Operating Partnership is a VIE of which the Company is the primary beneficiary, as the Company has the power to direct the activities that most significantly impact the economic performance of the Operating Partnership. Substantially all of the Company’s assets and liabilities are held by the Operating Partnership. The assets and liabilities of the Operating Partnership are consolidated and reported as assets and liabilities on the Company’s consolidated balance sheets as of December 31, 2021 and 2020.

Additionally, the Company has concluded that certain entities to which it has provided mortgage loans are VIEs because the entities' equity was not sufficient to finance their activities without additional subordinated financial support. The following table presents information about the Company’s mortgage loan-related VIEs as of the dates presented:


	December 31,
(Dollars in thousands)	2021		2020
Number of VIEs	23		11
Aggregate carrying value	$	140,851	$	117,578

The Company was not the primary beneficiary of any of these entities, because the Company did not have the power to direct the activities that most significantly impact the entities’ economic performance as of December 31, 2021 and 2020. The Company’s maximum exposure to loss in these entities is limited to the carrying amount of its investment. The Company had no liabilities associated with these VIEs as of December 31, 2021 and 2020.

Recent Accounting Developments

In March 2020, the FASB issued ASU 2020-4, Reference Rate Reform (Topic 848) (“ASU 2020-4”). ASU 2020-4 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives

and other contracts. The guidance in ASU 2020-4 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic. Under existing lease guidance, the entity would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant, which would be accounted for under the lease modification framework, or if a lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. The Lease Modification Q&A provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. This election is only available when total cash flows resulting from the modified lease are substantially similar to or less than the cash flows in the original lease. The Company made this election and accounts for rent deferrals by increasing its rent receivables as receivables accrue and continuing to recognize income during the deferral period. Lease concessions or amendments other than rent deferrals are evaluated to determine if a substantive change to the consideration in the original lease contract has occurred and should be accounted for as a lease modification. The Company continues to evaluate any amounts recognized for collectability, regardless of whether accounted for as a lease modification or not, and records an adjustment to rental revenue for amounts that are not probable of collection. For lease concessions granted in conjunction with the COVID-19 pandemic, the Company reviewed all amounts recognized on a tenant-by-tenant basis for collectability.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company adopted this guidance on January 1, 2021 and the adoption of ASU 2020-06 did not have a material impact on the Company's consolidated financial statements.

In July 2021, the FASB issued ASU 2021-05, Lease (Topic 842): Lessors - Certain Leases with Variable Lease Payments ("ASU 2021-05"). The guidance in ASU 2021-05 amends the lease classification requirements for the lessors under certain leases containing variable payments to align with practice under ASC 840. The lessor should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both of the following criteria are met: 1) the lease would have been classified as a sales-type lease or a direct financing lease in accordance with the classification criteria in ASC 842-10-25-2 through 25-3; and 2) the lessor would have otherwise recognized a day-one loss. The amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The adoption of ASU 2020-05 is not expected to have a material impact on the Company's consolidated financial statements.

3. Investments

The following table presents information about the number of properties or investments in the Company's real estate investment portfolio as of each date presented:


	December 31,
	2021	2020
Owned properties (1)	1,315	1,056
Properties securing investments in mortgage loans (2)	126	115
Ground lease interests (3)	10	10
Total number of investments	1,451	1,181

_____________________________________

(1)Includes 11 properties which are subject to leases accounted for as direct financing leases or loans as of December 31, 2021 and 2020.

(2)Properties secure 17 and eight mortgage loans receivable as of December 31, 2021 and 2020, respectively.

(3)Includes one building which is subject to a lease accounted for as a direct financing lease as of December 31, 2021 and 2020.

The following table presents information about the gross investment value of the Company's real estate investment portfolio as of each date presented:


	December 31,
(in thousands)	2021		2020
Real estate investments, at cost	$	3,150,840	$	2,359,395
Loans and direct financing lease receivables, net	189,287		152,220
Real estate investments held for sale, net	15,434		17,058
Total gross investments	$	3,355,561	$	2,528,673

As of December 31, 2020, 258 of these investments, comprising $399.7 million of gross investments, were assets of consolidated special purpose entity subsidiaries and were pledged as collateral under the non-recourse obligations of the Company’s Master Trust Funding Program. No such assets were pledged as collateral following the repayment of all outstanding balances under our Master Trust Funding Program in June 2021. (See Note 5—Long Term Debt.)

Acquisitions in 2021 and 2020

The following table presents information about the Company’s acquisition activity during the years ended December 31, 2021 and 2020:


	Year ended December 31,
(Dollars in thousands)	2021		2020
Ownership type	Fee Simple		(1)
Number of properties	297		208

Purchase price allocation:
Land and improvements	$	279,501	$	181,297
Building and improvements	544,604		323,542
Construction in progress (2)	9,348		15,825
Intangible lease assets	11,010		7,737
Total purchase price	844,463		528,401

Intangible lease liabilities	(3,320)		(2,125)
Purchase price (including acquisition costs)	$	841,143	$	526,276

_____________________________________

(1)During the year ended December 31, 2020, the Company acquired the fee interest in 206 properties and acquired two properties subject to ground lease arrangements.

(2)Represents amounts incurred at and subsequent to acquisition and includes $0.1 million and $0.2 million, respectively, of capitalized interest expense during the years ended December 31, 2021 and 2020.

During the years ended December 31, 2021 and 2020, the Company did not have any investments that individually represented more than 5% of the Company’s total investment activity.

Gross Investment Activity

During the years ended December 31, 2021, 2020 and 2019, the Company had the following gross investment activity:


(Dollar amounts in thousands)	Number of Investment Locations	Dollar Amount of Investments
Gross investments, December 31, 2018	677	$	1,394,549
Acquisitions of and additions to real estate investments	281	603,677
Sales of investments in real estate	(37)	(65,571)
Relinquishment of properties at end of ground lease term	(3)	(700)
Provisions for impairment of real estate (1)	—	(2,918)
Investments in loans receivable	95	94,637
Principal collections on and settlements of loans and direct financing lease receivables	(13)	(19,958)
Other	—	(1,402)
Gross investments, December 31, 2019	1,000	2,002,314
Acquisitions of and additions to real estate investments	208	568,204
Sales of investments in real estate	(49)	(81,312)
Relinquishment of properties at end of ground lease term	(3)	(1,931)
Provisions for impairment of real estate (2)	—	(8,399)
Investments in loans receivable	25	61,339
Principal collections on and settlements of loans and direct financing lease receivables	—	(286)
Other	—	(11,256)
Gross investments, December 31, 2020	1,181	2,528,673
Acquisitions of and additions to real estate investments	297	853,798
Sales of investments in real estate	(38)	(57,154)

Provisions for impairment of real estate (3)	—	(6,120)
Investments in loans receivable (4)	49	137,351
Principal collections on and settlements of loans and direct financing lease receivables	(38)	(100,488)
Other	—	(499)
Gross investments, December 31, 2021	1,451	3,355,561
Less: Accumulated depreciation and amortization (5)	—	(200,152)
Net investments, December 31, 2021	1,451	$	3,155,409

_____________________________________________

(1)During the year ended December 31, 2019, the Company identified and recorded provisions for impairment at 1 vacant and 7 tenanted properties.

(2)During the year ended December 31, 2020, the Company identified and recorded provisions for impairment at 7 vacant and 10 tenanted properties.

(3)During the year ended December 31, 2021, the Company identified and recorded provisions for impairment at 2 vacant and 16 tenanted properties.

(4)During the year ended December 31, 2021, the Company invested in 49 properties that secured 12 of its loans receivable for an aggregate investment of $131.1 million.

(5)Includes $169.1 million of accumulated depreciation as of December 31, 2021.

Real Estate Investments

The Company's investment properties are leased to tenants under long-term operating leases that typically include one or more renewal options. See Note 4—Leases for more information about the Company's leases.

Loans and Direct Financing Lease Receivables

As of December 31, 2021 and 2020, the Company had 22 and 13 loans receivable outstanding, with an aggregate carrying amount of $187.8 million and $150.8 million, respectively. The maximum amount of loss due to credit risk is the Company's current principal balance of $187.8 million as of December 31, 2021.

The Company's loans receivable portfolio as of December 31, 2021 and 2020 is summarized below (dollars in thousands):


Loan Type	Monthly Payment (1)	Number of Secured Properties	Effective Interest Rate	Stated Interest Rate	Maturity Date	December 31,
						2021		2020
Mortgage (2)(3)	I/O	2	8.80%	8.10%	2039	$	12,000	$	12,000
Mortgage (2)	P+I	2	8.10%	8.10%	2059	6,096		6,114
Mortgage (2)	I/O	2	8.53%	7.80%	2039	7,300		7,300
Mortgage (2)	I/O	69	8.16%	7.70%	2034	28,000		28,000
Mortgage (2)	I/O	18	8.05%	7.50%	2034	—		37,105
Mortgage (2)	I/O	1	8.42%	7.70%	2040	5,300		5,300
Mortgage (2)	I/O	1	7.00%	7.00%	2021	—		860
Mortgage (2)	I/O	3	8.30%	8.25%	2022	2,324		2,324
Mortgage (2)	I/O	19	7.30%	6.80%	2035	—		46,000
Mortgage (2)	I/O	1	7.00%	7.00%	2023	600		—
Mortgage (2)	I/O	7	6.89%	6.75%	2026	14,165		—
Mortgage (2)	I/O	3	8.30%	8.25%	2023	3,146		—
Mortgage (2)	I/O	2	6.87%	6.40%	2036	2,520		—
Mortgage (2)	I/O	18	7.51%	7.00%	2036	30,806		—
Mortgage (2)	I/O	5	7.51%	7.00%	2036	9,679		—
Mortgage (2)	I/O	2	7.85%	7.50%	2031	13,000		—
Mortgage (2)	I/O	2	8.29%	8.25%	2023	2,389		—
Mortgage (2)	I/O	1	5.72%	8.00%	2052	6,864		—
Mortgage (2)	I/O	2	7.44%	7.10%	2036	9,808		—
Mortgage (2)	I/O	5	7.30%	6.80%	2036	25,714		—
Mortgage (2)	I/O	1	7.73%	7.20%	2036	2,470		—
Leasehold interest	P+I	2	10.69%	(4)	2039	1,435		1,435
Leasehold interest	P+I	1	2.25%	(5)	2034	1,055		1,109
Leasehold interest	P+I	1	2.41%	(5)	2034	1,560		1,645
Leasehold interest	P+I	1	4.97%	(5)	2038	1,562		1,605
Net investment						$	187,793	$	150,797

________________________________________________

(1)I/O: Interest Only; P+I: Principal and Interest

(2)Loan requires monthly payments of interest only with a balloon payment due at maturity.

(3)Loan allows for prepayments in whole or in part without penalty.

(4)This leasehold interest is accounted for as a loan receivable, as the lease for two land parcels contains an option for the lessee to repurchase the leased parcels in 2024 or 2025.

(5)These leasehold interests are accounted for as loans receivable, as the leases for each property contain an option for the relevant lessee to repurchase the leased property in the future.

Scheduled principal payments due to be received under the Company's loans receivable as of December 31, 2021 were as follows:


(in thousands)	Loans Receivable
2022	$	2,545
2023	6,371
2024	251
2025	267
2026	14,449
Thereafter	163,910
Total	$	187,793

As of December 31, 2021 and 2020, the Company had $2.3 million and $2.4 million, respectively, of net investments accounted for as direct financing lease receivables. The components of the investments accounted for as direct financing lease receivables were as follows:


	December 31,
(in thousands)	2021		2020
Minimum lease payments receivable	$	3,189	$	3,529
Estimated unguaranteed residual value of leased assets	270		270
Unearned income from leased assets	(1,150)		(1,357)
Net investment	$	2,309	$	2,442

Scheduled future minimum non-cancelable base rental payments due to be received under the direct financing lease receivables as of December 31, 2021 were as follows:


(in thousands)	Future Minimum Base Rental Payments
2022	$	345
2023	347
2024	289
2025	254
2026	243
Thereafter	1,711
Total	$	3,189

Allowance for Loan Losses

The Company utilizes a real estate estimate model (i.e. a RELEM model) which estimates losses on loans and direct financing lease receivables for purposes of calculating an allowance for loan losses. As of December 31, 2021 and 2020, the Company recorded an allowance for loan losses of $0.8 million and $1.0 million, respectively. Changes in the Company’s allowance for loan losses are presented within provision for loan losses in the Company’s consolidated statements of operations.

For the year ended December 31, 2021 and 2020, the changes to the Company's allowance for loan losses were as follows:


(in thousands)	Loans and Direct Financing Lease Receivables
Balance at December 31, 2019	$	—
Cumulative-effect adjustment upon adoption of ASC 326	188
Current period provision for expected credit losses (1)	830
Write-offs charged	—
Recoveries	—
Balance at December 31, 2020	1,018
Current period provision for expected credit losses (2)	(204)
Write-offs charged	—
Recoveries	—
Balance at December 31, 2021	$	814

_____________________________________

(1)The increase in expected credit losses was due to the changes in assumptions regarding then-current macroeconomic factors related to COVID-19.

(2)The decrease in expected credit losses is due to assumptions regarding current macroeconomic factors returning to pre-pandemic values due to the reduction of the adverse impact of the COVID-19 pandemic.

The Company considers the ratio of loan to value ("LTV") to be a significant credit quality indicator for its loans and direct financing lease portfolio. The following table presents information about the LTV of the Company's loans and direct financing lease receivables measured at amortized cost as of as of December 31, 2021:


	Amortized Cost Basis by Origination Year										Total Amortized Costs Basis
(in thousands)	2021		2020		2019		2018		Prior to 2018

LTV <60%	$	7,224	$	—	$	28,000	$	—	$	709	$	35,933
LTV 60%-70%	52,879		—		—		—		955		53,834
LTV >70%	61,059		10,748		27,884		—		644		100,335
	$	121,162	$	10,748	$	55,884	$	—	$	2,308	$	190,102

Real Estate Investments Held for Sale

The Company continually evaluates its portfolio of real estate investments and may elect to dispose of investments considering criteria including, but not limited to, tenant concentration, tenant credit quality, tenant operation type (e.g., industry, sector or concept), unit-level financial performance, local market conditions and lease rates, associated indebtedness and asset location. Real estate investments held for sale are expected to be sold within twelve months.

The following table shows the activity in real estate investments held for sale and intangible lease liabilities held for sale during the years ended December 31, 2021 and 2020:


(Dollar amounts in thousands)	Number of Properties	Real Estate Investments		Intangible Lease Liabilities		Net Carrying Value
Held for sale balance, December 31, 2019	1	$	1,211	$	—	$	1,211
Transfers to held for sale classification	8	17,058		—		17,058
Sales	(1)	(1,211)		—		(1,211)
Transfers to held and used classification	—	—		—		—
Held for sale balance, December 31, 2020	8	17,058		—		17,058
Transfers to held for sale classification	20	25,767		—		25,767
Sales	(15)	(13,501)		—		(13,501)
Transfers to held and used classification	(4)	(13,890)		—		(13,890)
Held for sale balance, December 31, 2021	9	$	15,434	$	—	$	15,434

Significant Concentrations

The Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose rental revenue for the years ended December 31, 2021, 2020 or 2019 represented 10% or more of total rental revenue in the Company's consolidated statements of operations.

The following table lists the states where the rental revenue from the properties in that state during the periods presented represented 10% or more of total rental revenue in the Company's consolidated statements of operations:


	Year ended December 31,
State	2021	2020	2019
Texas	13.1%	14.9%	12.4%
Georgia	*	*	10.8%

_____________________________________

* State's rental revenue was not greater than 10% of total rental revenue during the period specified.

Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following as of the dates presented:


	December 31, 2021						December 31, 2020
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets:
In-place leases	$	76,255	$	24,540	$	51,715	$	67,986	$	18,767	$	49,219
Intangible market lease assets	11,704		4,409		7,295		12,285		4,059		8,226
Total intangible assets	$	87,959	$	28,949	$	59,010	$	80,271	$	22,826	$	57,445

Intangible market lease liabilities	$	15,948	$	3,255	$	12,693	$	12,772	$	2,604	$	10,168

The remaining weighted average amortization period for the Company's intangible assets and liabilities as of December 31, 2021, by category and in total, were as follows:


			Years Remaining
In-place leases			9.2
Intangible market lease assets			12.2
Total intangible assets			9.6

Intangible market lease liabilities			9.1

The following table discloses amounts recognized within the consolidated statements of operations related to amortization of in-place leases, amortization and accretion of above- and below-market lease assets and liabilities, net and the amortization and accretion of above- and below-market ground leases for the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Amortization of in-place leases (1)	$	7,544	$	7,067	$	6,272
Amortization (accretion) of market lease intangibles, net (2)	(47)		9		866
Amortization (accretion) of above- and below-market ground lease intangibles, net (3)	(353)		(395)		(333)

______________________________________________________

(1)Reflected within depreciation and amortization expense.

(2)Reflected within rental revenue.

(3)Reflected within property expenses.

The following table provides the estimated amortization of in-place lease assets to be recognized as a component of depreciation and amortization expense for the next five years and thereafter:


(in thousands)	In-Place Lease Assets
2022	$	6,793
2023	6,372
2024	5,692
2025	4,442
2026	4,105
Thereafter	24,311
Total	$	51,715

The following table provides the estimated net amortization of above- and below-market lease intangibles to be recognized as a component of rental revenue for the next five years and thereafter:


(in thousands)	Above Market Lease Asset		Below Market Lease Liabilities		Net Adjustment to Rental Revenue
2022	$	(744)	$	748	$	4
2023	(712)		717		5
2024	(679)		714		35
2025	(671)		716		45
2026	(661)		720		59
Thereafter	(3,828)		9,078		5,250
Total	$	(7,295)	$	12,693	$	5,398

4. Leases

As Lessor

The Company’s investment properties are leased to tenants under long-term operating leases that typically include one or more tenant renewal options. The Company’s leases provide for annual base rental payments (generally payable in monthly installments), and generally provide for increases in rent based on fixed contractual terms or as a result of increases in the Consumer Price Index.

Substantially all of the leases are triple-net, which means that the lessees are responsible for paying all property operating expenses, including maintenance, insurance, utilities, property taxes and, if applicable, ground rent expense; therefore, the Company is generally not responsible for repairs or other capital expenditures related to the properties while the triple-net leases are in effect and, at the end of the lease term, the lessees are responsible for returning the property to the Company in a substantially similar condition as when they took possession. Some of the Company’s leases provide that in the event the Company wishes to sell the property subject to that lease, it first must offer the lessee the right to purchase the property on the same terms and conditions as any offer which it intends to accept for the sale of the property.

Scheduled future minimum base rental payments due to be received under the remaining non-cancelable term of the operating leases in place as of December 31, 2021 were as follows:


(in thousands)	Future Minimum Base Rental Receipts
2022	$	244,716
2023	248,477
2024	249,880
2025	248,808
2026	249,053
Thereafter	2,617,157
Total	$	3,858,091

Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum base rental payments to be received during the initial non-cancelable lease term only. In addition, the future minimum lease payments exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to performance thresholds and exclude increases in annual rent based on future changes in the Consumer Price Index, among other items.

The fixed and variable components of lease revenues for the years ended December 31, 2021, 2020, and 2019 were as follows:


	Year ended December 31,
(in thousands)	2021		2020		2019
Fixed lease revenues	$	210,441	$	165,171	$	134,879
Variable lease revenues (1)	1,708		1,341		2,282
Total lease revenues (2)	$	212,149	$	166,512	$	137,161

_____________________________________

(1)Includes contingent rent based on a percentage of the tenant’s gross sales and costs paid by the Company for which it is reimbursed by its tenants.

(2)Excludes the amortization and accretion of above- and below-market lease intangible assets and liabilities and lease incentives and the adjustment to rental revenue for tenant credit.

As Lessee

The Company has a number of ground leases, an office lease and other equipment leases which are classified as operating leases. As of December 31, 2021, the Company's ROU assets and lease liabilities were $7.4 million and $9.4 million, respectively. As of December 31, 2020, the Company's ROU assets and lease liabilities were $6.4 million and $8.8 million, respectively. These amounts are included in rent receivables, prepaid expenses and other assets, net and accrued liabilities and other payables on the Company's consolidated balance sheets.

The discount rate applied to measure each ROU asset and lease liability is based on the Company's incremental borrowing rate ("IBR"). The Company considers the general economic environment and its historical borrowing activity and factors in various financing and asset specific adjustments to ensure the IBR is appropriate to the intended use of the underlying lease. As the Company did not elect to apply hindsight, lease term assumptions determined under ASC 840 were carried forward and applied in calculating the lease liabilities recorded under ASC 842. Certain of the Company's ground leases offer renewal options which it assesses against relevant economic factors to determine whether it is reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that the Company is reasonably certain will be exercised, if any, are included in the measurement of the corresponding lease liability and ROU asset.

The following table sets forth information related to the measurement of the Company's lease liabilities as of the dates presented:


	December 31, 2021	December 31, 2020
Weighted average remaining lease term (in years)	21.5	22.4
Weighted average discount rate	6.08%	6.41%

Upon adoption of ASC 842 (see Note 2—Summary of Significant Accounting Policies), ground lease rents are no longer presented on a net basis and instead are reflected on a gross basis in the Company’s consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019.

The following table sets forth the details of rent expense for the years ended December 31, 2021, 2020 and 2019:


	Year ended December 31,
(in thousands)	2021		2020		2019
Fixed rent expense - Ground Rent	$	957	$	905	$	911
Fixed rent expense - Office Rent	510		512		514
Variable rent expense	—		—		—
Total rent expense	$	1,467	$	1,418	$	1,425

As of December 31, 2021, future lease payments due from the Company under the ground, office and equipment operating leases where the Company is directly responsible for payment and the future lease payments due under the ground operating leases where the Company's tenants are directly responsible for payment over the next five years and thereafter were as follows:


(in thousands)	Office and Equipment Leases		Ground Leases to be Paid by the Company		Ground Leases to be Paid Directly by the Company’s Tenants		Total Future Minimum Base Rental Payments
2022	$	518	$	155	$	811	$	1,484
2023	525		131		485		1,141
2024	531		24		436		991
2025	538		—		356		894
2026	—		—		356		356
Thereafter	—		—		14,206		14,206
Total	$	2,112	$	310	$	16,650	19,072
Present value discount							(9,637)
Lease liabilities							$	9,435

The Company has adopted the short-term lease policy election and accordingly, the table above excludes future minimum base cash rental payments by the Company or its tenants on leases that have a term of less than 12 months at lease inception. The total of such future obligations is not material.

5. Long Term Debt

The following table summarizes the Company's outstanding indebtedness as of December 31, 2021 and 2020:


		Principal Outstanding				Weighted Average Interest Rate (1)
(in thousands)	Maturity Date	December 31, 2021		December 31, 2020		December 31, 2021	December 31, 2020
Unsecured term loans:
April 2019 Term Loan	April 2024	$	200,000	$	200,000	1.3%	1.4%
November 2019 Term Loan	November 2026	430,000		430,000		1.6%	1.7%
Senior unsecured notes	July 2031	400,000		—		3.0%	—%
Revolving Credit Facility	April 2023	144,000		18,000		1.3%	1.4%
Secured borrowings:
Series 2017-1 Notes	—	—		173,193		—%	4.2%
Total principal outstanding		$	1,174,000	$	821,193	2.0%	2.1%

______________________________________________________

(1)Interest rates are presented as stated in debt agreements and do not reflect the impact of the Company's interest rate swap and lock agreements, where applicable (see Note 6—Derivative and Hedging Activities).

The following table summarizes the scheduled principal payments on the Company’s outstanding indebtedness as of December 31, 2021:


(in thousands)	April 2019 Term Loan		November 2019 Term Loan		Revolving Credit Facility		Senior Unsecured Notes		Total
2022	$	—	$	—	$	—	$	—	$	—
2023	—		—		144,000		—		144,000
2024	200,000		—		—		—		200,000
2025	—		—		—		—		—
2026	—		430,000		—		—		430,000
Thereafter	—		—		—		400,000		400,000
Total	$	200,000	$	430,000	$	144,000	$	400,000	$	1,174,000

The Company was not in default of any provisions under any of its outstanding indebtedness as of December 31, 2021 or 2020.

Revolving Credit Facility and April 2019 Term Loan

On April 12, 2019, the Company, through the Operating Partnership, entered into an amended and restated credit agreement (the “Amended Credit Agreement”) with its group of lenders, amending and restating the terms of the Company’s previous $300.0 million revolving credit facility (the “2018 Credit Facility”) to increase the maximum aggregate initial original principal amount of the revolving loans available thereunder up to $400.0 million (the “Revolving Credit Facility”) and to permit the incurrence of an additional $200.0 million in term loans thereunder (the “April 2019 Term Loan”).

The Revolving Credit Facility has a term of four years from April 12, 2019, with an extension option of up to one year exercisable by the Operating Partnership, subject to certain conditions, and the April 2019 Term Loan has a term of five years from the effective date of the amended agreement. The loans under each of the Revolving Credit Facility and the April 2019 Term Loan initially bear interest at an annual rate of applicable LIBOR plus the applicable margin (which applicable margin varies between the Revolving Credit Facility and the April 2019 Term Loan).

The applicable LIBOR is the rate with a term equivalent to the interest period applicable to the relevant borrowing. The applicable margin initially is a spread set according to a leverage-based pricing grid. At the Operating Partnership’s election, on and after receipt of an investment grade corporate credit rating from Standard & Poor’s (“S&P”) or Moody’s Investors Services, Inc. (“Moody’s”), the applicable margin will be a spread set according to the Company’s corporate credit ratings provided by S&P and/or Moody’s. The Revolving Credit Facility and the April 2019 Term Loan are freely pre-payable at any time and the Revolving Credit Facility is mandatorily payable if borrowings exceed the borrowing base or the facility limit. The Operating Partnership may re-borrow amounts paid down on the Revolving Credit Facility but not on the April 2019 Term Loan.

The Operating Partnership is required to pay revolving credit fees throughout the term of the Revolving Credit Agreement based upon its usage of the Revolving Credit Facility, at a rate which depends on its usage of such facility during the period before the Company receives an investment grade corporate credit rating from S&P or Moody’s, and which rate shall be based on the corporate credit rating from S&P and/or Moody’s after the time, if applicable, the Company receives such a rating. The Amended Credit Agreement has an accordion feature to increase, subject to certain conditions, the maximum availability of credit (either through increased revolving commitments or additional term loans) by up to $200 million.

Additionally, on November 22, 2019, the Company further amended the Amended Credit Agreement to update certain terms to be consistent with those as described under, and to acknowledge, where applicable, the November 2019 Term Loan (as defined below) and to make certain other changes to the Amended Credit Agreement consistent with market practice on future replacement of the LIBOR rate and qualified financial contracts.

The Operating Partnership is the borrower under the Amended Credit Agreement, and the Company and each of its subsidiaries that owns a direct or indirect interest in an eligible real property asset are guarantors under the Amended Credit Agreement.

100

Under the terms of the Amended Credit Agreement, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios, secured borrowing ratios and a minimum level of tangible net worth.

The Amended Credit Agreement restricts the Company’s ability to pay distributions to its stockholders under certain circumstances. However, the Company may make distributions to the extent necessary to maintain its qualification as a REIT under the Code. The Amended Credit Agreement contains certain additional covenants that, subject to exceptions, limit or restrict the Company’s incurrence of indebtedness and liens, disposition of assets, transactions with affiliates, mergers and fundamental changes, modification of organizational documents, changes to fiscal periods, making of investments, negative pledge clauses and lines of business and REIT qualification.

In May 2019, the Company borrowed the entire $200.0 million available under the April 2019 Term Loan and used the proceeds to repurchase, in part, notes previously issued under its Master Trust Funding Program.

The Company was in compliance with all financial covenants and was not in default on any provisions under the Amended Credit Facility as of December 31, 2021 and 2020.

The following table presents information about the Revolving Credit Facility for the years ended December 31, 2021, 2020 and 2019:


(in thousands)	2021		2020		2019
Balance on Balance on January 1,	$	18,000	$	46,000	$	34,000
Borrowings	393,000		87,000		459,000
Repayments	(267,000)		(115,000)		(447,000)
Balance on December 31,	$	144,000	$	18,000	$	46,000

The following table presents information about interest expense related to the Revolving Credit Facility for the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Interest expense	$	1,552	$	1,367	$	3,416
Amortization of deferred financing costs	1,165		1,165		1,094
Total	$	2,717	$	2,532	$	4,510

Total deferred financing costs, net, of $1.4 million and $2.5 million related to the Revolving Credit Facility were included within rent receivables, prepaid expenses and other assets, net on the Company’s consolidated balance sheets as of December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020, the Company had $256.0 million and $382.0 million, respectively, of unused borrowing capacity under the Revolving Credit Facility.

November 2019 Term Loan

On November 26, 2019, the Company, through the Operating Partnership, entered into a new $430 million term loan credit facility (the “November 2019 Term Loan”) with a group of lenders. The November 2019 Term Loan provides for term loans to be drawn up to an aggregate amount of $430 million with a maturity of November 26, 2026. The Company borrowed the entire $430.0 million available under the November 2019 Term Loan in separate draws in December 2019 and March 2020 and used the proceeds to voluntarily prepay notes previously issued under its Master Trust Funding Program at par, to repay amounts outstanding under the Revolving Credit Facility and for general working capital purposes.

101

The November 2019 Term Loan is pre-payable at any time by the Operating Partnership (as borrower), provided, that if the loans under the November 2019 Term Loan are repaid on or before November 26, 2020, they are subject to a two percent prepayment premium, and if repaid thereafter but on or before November 26, 2021, they are subject to a one percent prepayment premium. After November 26, 2021, the loans may be repaid without penalty. The Operating Partnership may not re-borrow amounts paid down on the November 2019 Term Loan. The Operating Partnership was required to pay a ticking fee on any undrawn portion of the November 2019 Term Loan for the period from November 26, 2019 through March 26, 2020, the date that the November 2019 Term Loan was fully drawn. The November 2019 Term Loan has an accordion feature to increase, subject to certain conditions, the maximum availability of the facility up to an aggregate of $500 million.

The Operating Partnership is the borrower under the November 2019 Term Loan, and the Company and each of its subsidiaries that owns a direct or indirect interest in an eligible real property asset are guarantors under the facility. Under the terms of the November 2019 Term Loan, the Company is subject to various restrictive financial and nonfinancial covenants which, among other things, require the Company to maintain certain leverage ratios, cash flow and debt service coverage ratios, secured borrowing ratios and a minimum level of tangible net worth.

Additionally, the November 2019 Term Loan restricts the Company’s ability to pay distributions to its stockholders under certain circumstances. However, the Company may make distributions to the extent necessary to maintain its qualification as a REIT under the Code. The facility contains certain covenants that, subject to exceptions, limit or restrict the Company’s incurrence of indebtedness and liens, disposition of assets, transactions with affiliates, mergers and fundamental changes, modification of organizational documents, changes to fiscal periods, making of investments, negative pledge clauses and lines of business and REIT qualification.

The Company was in compliance with all financial covenants and was not in default of any provisions under the November 2019 Term Loan as of December 31, 2021 and 2020.

The following table presents information about aggregate interest expense related to the April 2019 and November 2019 Term Loan Facilities:


	Year ended December 31,
(in thousands)	2021		2020		2019
Interest expense	$	9,819	$	11,685	$	4,868
Amortization of deferred financing costs	736		711		187
Total	$	10,555	$	12,396	$	5,055

Total deferred financing costs, net, of $3.0 million and $3.7 million as of December 31, 2021 and 2020, respectively, related to the Term Loan Facilities are included as a component of unsecured term loans, net of deferred financing costs on the Company’s consolidated balance sheets.

The Company fixed the interest rates on its term loan facilities’ variable-rate debt through the use of interest rate swap agreements. See Note 6—Derivative and Hedging Activities for additional information.

Senior Unsecured Notes

In June 2021, through its Operating Partnership, the Company completed a public offering of $400.0 million aggregate principal amount of 2.950% Senior Notes due 2031 (the "2031 Notes"), resulting in net proceeds of $396.6 million. The 2031 Notes were issued by the Operating Partnership, and the obligations of the Operating Partnership under the 2031 Notes are fully and unconditionally guaranteed on a senior basis by the Company. The 2031 Notes were issued at 99.8% of their principal amount. In connection with the June 2021 offering, the Operating Partnership incurred $4.7 million in deferred financing costs and an offering discount of $0.8 million.

The following is a summary of the senior unsecured notes outstanding as of December 31, 2021:

(dollars in thousands)

Maturity Date

Interest Payment Dates

Stated Interest Rate

Principal Outstanding

2031 Notes

July 15, 2031

January 15 and July 15

2.95

400,000

102

The Company's senior unsecured notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership's option, at a redemption price equal to the sum of:

•100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, up to, but not including, the redemption date; and

•a make-whole premium calculated in accordance with the indenture governing the notes.

The following table presents information about interest expense related to the Company's senior unsecured notes:


(in thousands)	Year ended December, 2021
Interest expense	$	5,952
Amortization of deferred financing costs and original issue discount	295
Total	$	6,247

Total deferred financing costs, net, of $4.5 million related to the Company's senior unsecured notes were included within senior unsecured notes, net on the Company's consolidated balance sheet as of December 31, 2021.

The Company was in compliance with all financial covenants and was not in default of any provisions under the 2031 Notes as of December 31, 2021.

Secured Borrowings

In the normal course of business, the Company has transferred financial assets in various transactions with Special Purpose Entities (“SPE”) determined to be VIEs, which primarily consisted of securitization trusts established for a limited purpose (the “Master Trust Funding Program”). These SPEs were formed for the purpose of securitization transactions in which the Company transferred assets to an SPE, which then issued to investors various forms of debt obligations supported by those assets. In these securitization transactions, the Company typically received cash from the SPE as proceeds for the transferred assets and retained the rights and obligations to service the transferred assets in accordance with servicing guidelines. All debt obligations issued from the SPEs were non-recourse to the Company.

In accordance with the accounting guidance for asset transfers, the Company considered any ongoing involvement with transferred assets in determining whether the assets can be derecognized from the balance sheets. For transactions that did not meet the requirements for derecognition and remained on the consolidated balance sheets, the transferred assets could not be pledged or exchanged by the Company.

The Company evaluated its interest in certain entities to determine if these entities met the definition of a VIE and whether the Company was the primary beneficiary and, therefore, should consolidate the entity based on the variable interests it held both at inception and when there was a change in circumstances that required a reconsideration. The Company determined that the SPEs created in connection with its Master Trust Funding Program should be consolidated as the Company was the primary beneficiary of each of these entities. Tenant rentals received on assets transferred to SPEs under the Master Trust Funding Program were sent to the trustee and used to pay monthly principal and interest payments.

Series 2016-1 Notes

In December 2016, the Company issued its first series of notes under the Master Trust Funding Program, consisting of $263.5 million of Class A Notes and $17.3 million of Class B Notes (together, the “Series 2016-1 Notes”). These notes were issued to an affiliate of Eldridge Industries, LLC (“Eldridge”) through underwriting agents. The Series 2016-1 Notes were issued by two SPEs formed to hold assets and issue the secured borrowings associated with the securitization.

The Series 2016-1 Notes were scheduled to mature in November 2046, but the terms of the Class A Notes required principal to be paid monthly through November 2021, with a balloon repayment at that time, and the terms

103

of the Class B Notes required no monthly principal payments but required the full principal balance to be paid in November 2021.

In May 2019, the Company repurchased a portion of its Class A Series 2016-1 Notes with a face value of $200 million for $201.4 million from an affiliate of Eldridge. On November 12, 2019, the Company cancelled all $200 million of these repurchased Class A Series 2016-1 Notes.

In November 2019, the Company prepaid all $70.4 million of the then outstanding Series 2016-1 Notes (consisting of the remaining $53.2 million Class A Series 2016-1 Notes and $17.2 million Class B Series 2016-1 Notes) at par plus accrued interest pursuant to the terms of the agreements related to such securities.

The Company recorded a $5.2 million loss on the repurchase and repayment of the Class A Series 2016-1 during the year end December 31, 2019, which includes the write-off of unamortized deferred financing charges and the amount paid above par to repurchase these notes.

Series 2017-1 Notes

In July 2017, the Company issued a series of notes under the Master Trust Funding Program, consisting of $232.4 million of Class A Notes and $15.7 million of Class B Notes (together, the “Series 2017-1 Notes”). The Series 2017-1 Notes were issued by three SPEs formed to hold assets and issue the secured borrowings associated with the securitization.

In February 2020, the Company voluntarily prepaid $62.3 million of the Class A Series 2017-1 Notes at par plus accrued interest pursuant to the terms of the agreements related to such securities. The Company was not subject to the payment of a make whole amount in connection with this prepayment. The Company accounted for this prepayment as a debt extinguishment. In addition, the company recorded a $0.9 million loss on repayment of secured borrowings related to the amortization of deferred financing costs on the $62.3 million voluntary prepayment of the Class A Series 2017-1 Notes during the year ended December 31, 2020.

In June 2021, the Company voluntarily prepaid the remaining $171.2 million of principal outstanding on the Series 2017-1 Notes and paid a make-whole premium of $2.5 million pursuant to the terms of the agreements related to such securities. The Company accounted for this prepayment as a debt extinguishment and recorded a $4.4 million loss on repayment of secured borrowings related to the make-whole premium payment, legal fees and amortization of deferred financing costs during the year ended December 31, 2021.

The following table presents information about interest expense related to the Master Trust Funding Program:


	Year ended December 31,
(in thousands)	2021		2020		2019
Interest expense	$	3,551	$	7,619	$	16,328
Amortization of deferred financing costs	312		656		1,538
Total	$	3,863	$	8,275	$	17,866

Total deferred financing costs, net, of $2.2 million related to the Master Trust Funding Program were included within secured borrowings, net of deferred financing costs on the Company’s consolidated balance sheets as of December 31, 2020.

The Company recorded a $4.5 million loss on repurchase and repayment of secured borrowings related to the amortization of deferred financing costs on the $62.3 million voluntary prepayment of the Class A Series 2017-1 Notes during the year ended December 31, 2021.

6. Derivative and Hedging Activities

The Company does not enter into derivative financial instruments for speculative or trading purposes. The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the

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receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Subsequent to the adoption of ASU 2017-12, assessments of hedge effectiveness are performed quarterly using either a qualitative or quantitative approach. The Company recognizes the entire change in the fair value in accumulated other comprehensive income (loss) and the change is reflected as derivative changes in fair value in the supplemental disclosures of non-cash financing activities in the consolidated statements of cash flows. The amounts recorded in accumulated other comprehensive income (loss) will subsequently be reclassified to interest expense as interest payments are made on the Company's borrowings under its variable-rate term loan facilities. During the next twelve months, the Company estimates that $8.2 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense. The Company does not have netting arrangements related to its derivatives.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. As of December 31, 2021 and 2020, there were no events of default related to the Company's derivative financial instruments.

The following table summarizes the notional amount at inception and fair value of these instruments on the Company's balance sheet as of December 31, 2021 and 2020 (dollar amounts in thousands):


						Fair Value of Asset/(Liability)
Derivatives Designated as Hedging Instruments (1)	Fixed Rate Paid by Company	Effective Date	Maturity Date	Notional Value (2)		December 31, 2021		December 31, 2020
Interest Rate Swap	2.06%	5/14/2019	4/12/2024	$	100,000	$	(2,747)	$	(6,176)
Interest Rate Swap	2.06%	5/14/2019	4/12/2024	50,000		(1,374)		(3,089)
Interest Rate Swap	2.07%	5/14/2019	4/12/2024	50,000		(1,377)		(3,094)
Interest Rate Swap	1.61%	12/9/2019	11/26/2026	175,000		(3,444)		(11,838)
Interest Rate Swap	1.61%	12/9/2019	11/26/2026	50,000		(996)		(3,396)
Interest Rate Swap	1.60%	12/9/2019	11/26/2026	25,000		(481)		(1,675)
Interest Rate Swap	1.36%	7/9/2020	11/26/2026	100,000		(790)		(5,353)
Interest Rate Swap	1.36%	7/9/2020	11/26/2026	80,000		(629)		(4,291)
				$	630,000	$	(11,838)	$	(38,912)

_____________________________________

(1)All interest rate swaps have a 1 month LIBOR variable rate paid by the bank.

(2)Notional value indicates the extent of the Company’s involvement in these instruments, but does not represent exposure to credit, interest rate or market risks.

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

In May 2021, the Company entered into a treasury rate lock agreement which was designated as a cash flow hedge associated with $330.0 million of the Company's public offering of the 2031 Notes. In June 2021, the agreement was settled in accordance with its terms. The Company recorded a deferred loss of $4.8 million from the settlement of this treasury rate lock agreement, which was recognized as a component of other comprehensive income (loss) on the Consolidated Statements of Comprehensive Income/(Loss).

The following table presents amounts recorded to accumulated other comprehensive income/loss related to derivative and hedging activities for the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Accumulated other comprehensive income (loss)	$	22,508	$	(35,445)	$	(2,905)

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As of December 31, 2021, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $11.9 million. As of December 31, 2020, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $38.9 million. As of December 31, 2021 and 2020, there were no derivatives in a net asset position.

During the years ended December 31, 2021, 2020 and 2019, the Company recorded a loss on the change in fair value of its cash flow hedges of $10.3 million, $6.7 million and $0.1 million, respectively, which was included in interest expense in the Company's consolidated statements of operations.

As of December 31, 2021 and December 31, 2020, the Company had not posted any collateral related to these agreements and was not in breach of any provisions of such agreements. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $11.9 million and $40.2 million as of December 31, 2021 and 2020, respectively.

7. Equity

Stockholders' Equity

In March 2019, the Company completed a follow-on offering of 14,030,000 shares of its common stock, including 1,830,000 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares, at an offering price of $17.50 per share, pursuant to a registration statement on Form S-11 (File Nos. 333-230188 and 333-230252) filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). Net proceeds from this follow-on offering, after deducting underwriting discounts and commissions and other expenses, were $234.6 million.

In July 2019, EPRT Holdings LLC ("EPRT Holdings") and Security Benefit Life Insurance Company (together, the “Selling Stockholders”), affiliates of Eldridge Industries, LLC ("Eldridge"), completed a secondary public offering (the “Secondary Offering”) of 26,288,316 shares of the Company’s common stock, including 3,428,910 shares of common stock purchased by underwriters pursuant to an option to purchase additional shares. Prior to completion of the Secondary Offering, the Selling Stockholders exchanged 18,502,705 units of limited partner interest in the Operating Partnership ("OP Units") for a like number of shares of the Company’s common stock. The Company did not receive any proceeds from this transaction.

In January 2020, the Company completed a follow-on offering of 7,935,000 shares its common stock, including 1,035,000 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares, at an offering price of $25.20 per share. Net proceeds from this follow-on offering, after deducting underwriting discounts and commissions and other expenses, were $191.5 million.

In September 2020, the Company completed a follow-on offering of 10,120,000 shares its common stock, including 1,320,000 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares, at an offering price of $19.00 per share. Net proceeds from this follow-on offering, after deducting underwriting discounts and commissions and other expenses, were $184.1 million.

In April 2021, the Company completed a follow-on offering of 8,222,500 shares of its common stock, including 1,072,500 shares of common stock purchased by the underwriters pursuant to an option to purchase additional shares, at a public offering price of $23.50 per share. Net proceeds from this follow-on offering, after deducting underwriting discounts and commissions and other expenses, were $185.1 million.

At the Market Program

In July 2021, the Company established a new at the market common equity offering program, pursuant to which it can publicly offer and sell, from time to time, shares of its common stock with an aggregate gross sales price of up to $350 million (the “2021 ATM Program”). In connection with establishing the 2021 ATM Program, the Company terminated its prior at the market program, which it established in June 2020 (the “2020 ATM Program”), and no additional stock can be issued thereunder. Pursuant to the 2020 ATM Program, the Company could publicly offer and sell shares of its common stock with an aggregate gross sales price of up to $250 million and, prior to its termination, the Company issued common stock with an aggregate gross sales price of $166.8 million thereunder. The Company's initial ATM program was established in August 2019 (the “2019 ATM Program”) and was terminated

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in June 2020. Pursuant to the 2019 ATM Program, the Company could publicly offer and sell shares of its common stock with an aggregate gross sales price of up to $200 million and, prior to its termination, the Company issued common stock with an aggregate gross sales price of $184.4 million thereunder.

As of December 31, 2021, the Company issued common stock with an aggregate gross sales price of $188.5 million under the 2021 ATM Program and could issue additional common stock with an aggregate gross sales price of up to $161.5 million under the 2021 ATM Program. As the context requires, the 2021 ATM Program, 2020 ATM Program and 2019 ATM Program are referred to herein as the “ATM Program."

The following table details information related to activity under the ATM Program for each period presented:


	Year ended December 31,
(in thousands, except share and per share data)	2021		2020		2019
Shares of common stock sold	10,005,890		4,499,057		7,432,986
Weighted average sale price per share	$	27.58	$	19.02	$	23.97
Gross proceeds	$	275,972	$	85,559	$	178,161
Net proceeds	$	271,949	$	84,104	$	175,147

Dividends on Common Stock

During the years ended December 31, 2021, 2020 and 2019, the Company's board of directors declared the following quarterly cash dividends on common stock:


Date Declared	Record Date	Date Paid	Dividend per Share of Common Stock		Total Dividend (dollars in thousands)
December 3, 2021	December 31, 2021	January 13, 2022	$	0.26	$	32,466
September 2, 2021	September 30, 2021	October 14, 2021	$	0.25	$	30,397
May 27, 2021	June 30, 2021	July 15, 2021	$	0.25	$	29,559
March 5, 2021	March 31, 2021	April 15, 2021	$	0.24	$	26,265
December 3, 2020	December 31, 2020	January 15, 2021	$	0.24	$	25,570
September 4, 2020	September 30, 2020	October 15, 2020	$	0.23	$	24,115
June 11, 2020	June 30, 2020	July 15, 2020	$	0.23	$	21,419
March 18, 2020	March 31, 2020	April 15, 2020	$	0.23	$	21,168
December 6, 2019	December 31, 2019	January 15, 2020	$	0.23	$	19,268
September 6, 2019	September 30, 2019	October 15, 2019	$	0.22	$	17,531
June 5, 2019	June 28, 2019	July 15, 2019	$	0.22	$	12,725
March 7, 2019	March 29, 2019	April 16, 2019	$	0.21	$	12,143

The Company has determined that, during the years ended December 31, 2021, 2020 and 2019, approximately 69.4%, 59.0% and 58.8%, respectively, of the distributions it paid represented taxable income and 30.6%, 41.0% and 41.2%, respectively, of the distributions it paid represented return of capital for federal income tax purposes.

8. Non-controlling Interests

Essential Properties OP G.P., LLC, a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership and holds a 1.0% general partner interest in the Operating Partnership. The Company contributes the net proceeds from issuing shares of common stock to the Operating Partnership in exchange for a number of OP Units equal to the number of shares of common stock issued.

Prior to completion of the Secondary Offering, the Selling Stockholders exchanged 18,502,705 OP Units of the Operating Partnership for a like number of shares of the Company's common stock. Concurrently, EPRT Holdings, one of the Selling Stockholders, distributed the remaining 553,847 OP Units it held to former members of EPRT Holdings (the "Non-controlling OP Unit Holders"). The Selling Stockholders thereafter sold all of the shares of common stock that they owned through the Secondary Offering and accordingly no longer owned shares of the Company's common stock or held OP Units following the completion of the Secondary Offering.

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As of December 31, 2021, the Company held 124,649,053 OP Units, representing a 99.6% limited partner interest in the Operating Partnership. As of the same date, the Non-controlling OP Unit Holders held 553,847 OP Units in the aggregate, representing a 0.4% limited partner interest in the Operating Partnership. As of December 31, 2020, the Company held 106,361,524 OP Units, representing a 99.5% limited partner interest in the Operating Partnership. As of the same date, the Non-controlling OP Unit Holders held 553,847 OP Units in the aggregate, representing a 0.5% limited partner interest in the Operating Partnership. The OP Units held by EPRT Holdings and Eldridge prior to the completion of the Secondary Offering and the OP Units held by the Non-controlling OP Unit Holders are presented as non-controlling interests in the Company's consolidated financial statements.

A holder of OP Units has the right to distributions per unit equal to dividends per share paid on the Company's common stock and has the right to redeem OP Units for cash or, at the Company's election, shares of the Company's common stock on a one-for-one basis, provided, however, that such OP Units must have been outstanding for at least one year. Distributions to OP Unit holders are declared and paid concurrently with the Company's cash dividends to common stockholders. See Note 7—Equity for details.

9. Equity Based Compensation

Equity Incentive Plan

In 2018, the Company adopted an equity incentive plan (the “Equity Incentive Plan”), which provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock awards, performance awards and LTIP units. Officers, employees, non-employee directors, consultants, independent contractors and agents who provide services to the Company or to any subsidiary of the Company are eligible to receive such awards. A maximum of 3,550,000 shares may be issued under the Equity Incentive Plan, subject to certain conditions.

The following table presents information about the Company's restricted stock awards ("RSAs"), restricted stock units ("RSUs"), Class B Units and Class D Units during the years ended December 31, 2021, 2020 and 2019:


	Restricted Stock Awards			Restricted Stock Units			Class B Units	Class D Units
	Shares	Wtd. Avg. Grant Date Fair Value		Units	Wtd. Avg. Grant Date Fair Value
Unvested, January 1, 2019	691,290	$	13.68	—	$	—	5,230	1,800
Granted	46,368	14.12		100,814	22.80		—	—
Vested	(244,957)	13.69		—	—		(5,230)	(1,800)
Forfeited	—	—		—	—		—	—
Unvested, December 31, 2019	492,701	$	13.72	100,814	$	22.80	—	—

Unvested, January 1, 2020	492,701	$	13.72	100,814	$	22.80	—	—
Granted	3,658	15.68		269,017	24.99		—	—
Vested	(255,761)	13.73		(42,658)	21.00		—	—
Forfeited	—	—		(5,571)	—		—	—
Unvested, December 31, 2020	240,598	$	13.73	321,602	$	25.27	—	—

Unvested, January 1, 2021	240,598	$	13.73	321,602	$	25.27	—	—
Granted	—	—		213,686	31.78		—	—
Vested	(221,694)	13.70		(72,879)	18.83		—	—
Forfeited	—	—		(7,717)	23.52		—	—
Unvested, December 31, 2021	18,904	$	14.12	454,692	$	29.39	—	—

Restricted Stock Awards

On June 25, 2018, an aggregate of 691,290 shares of RSAs were issued to the Company's directors, executive officers and other employees under the Equity Incentive Plan. These RSAs vested over periods ranging

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from one year to three years from the date of grant, subject to the individual recipient's continued provision of service to the Company through the applicable vesting dates.

In January 2019, RSAs relating to an aggregate of 46,368 shares of unvested restricted common stock were granted to the Company's executive officers, other employees and an external consultant under the Equity Incentive Plan. These RSAs vest over periods ranging from one year to four years from the date of grant, subject to the individual recipient's continued provision of service to the Company through the applicable vesting dates. In June 2020, additional RSAs relating to an aggregate of 3,658 shares of unvested restricted common stock were granted to certain members of the Company's board of directors which vested immediately upon grant. The Company estimates the grant date fair value of RSAs granted under the Equity Incentive Plan using the average market price of the Company's common stock on the date of grant.

The following table presents information about the Company's RSAs for the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Compensation cost recognized in general and administrative expense	$	1,548	$	3,405	$	3,394
Dividends declared on unvested RSAs and charged directly to distributions in excess of cumulative earnings	70		279		486
Fair value of shares vested during the period	3,037		3,512		3,354

The following table presents information about the Company's RSAs as of the dates presented:


	December 31,
(Dollars in thousands)	2021		2020
Total unrecognized compensation cost	$	130	$	1,678
Weighted average period over which compensation cost will be recognized (in years)	1.0		0.7

Restricted Stock Units

In January 2019 and 2020 and February 2021, the Company issued target grants of 119,085, 84,684, and 126,353 performance-based RSUs, respectively, to certain of the Company's employees under the Equity Incentive Plan. Of these awards, 75% are non-vested RSUs for which vesting percentages and the ultimate number of units vesting will be calculated based on the total shareholder return ("TSR") of the Company's common stock as compared to the TSR of peer companies identified in the grant agreements. The payout schedule can produce vesting percentages ranging from 0% to 250%. TSR will be calculated based upon the average closing price for the 20-trading day period ending December 31, 2021 (for the 2019 grants), December 31, 2022 (for the 2020 grants) or December 31, 2023 (for the 2021 grants), divided by the average closing price for the 20-trading day period ended January 1, 2019 (for the 2019 grants), January 1, 2020 (for the 2020 grants) or January 1, 2021 (for the 2021 grants). The target number of units is based on achieving a TSR equal to the 50th percentile of the peer group. The Company recorded expense on these TSR RSUs based on achieving the target.

The grant date fair value of the TSR RSUs was measured using a Monte Carlo simulation model based on the following assumptions:


	Grant Year
	2021	2020	2019
Volatility	55%	20%	18%
Risk free rate	0.20%	1.61%	2.57%

The remaining 25% of these performance-based RSUs vest based on the Compensation Committee's subjective evaluation of the individual recipient's achievement of certain strategic objectives. In May 2020, the Compensation Committee evaluated and subjectively awarded 7,596 of these RSUs to a former executive officer of the Company, which vested immediately. As of December 31, 2021, the Compensation Committee had not identified specific performance targets relating to the individual recipients' achievement of strategic objectives for the remainder of the subjective awards. As such, these awards do not have either a service inception or a grant date for

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GAAP accounting purposes and the Company recorded no compensation cost with respect to this portion of the performance-based RSUs during the years ended December 31, 2021, 2020 and 2019.

In June 2019 and 2020, the Company issued 11,500 and 26,817 RSUs, respectively, to the Company's independent directors. These awards vested in full on the earlier of one year from the grant date or the first annual meeting of stockholders that occurs after the grant date, to the individual recipient's continued provision of service to the Company through the applicable vesting date. The Company estimated the grant date fair value of these RSUs using the average market price of the Company's common stock on the date of grant.

During the year ended 2020, the Company issued an aggregate 157,943 RSUs to the Company’s executive officers, other employees and directors under the Equity Incentive Plan. These awards vest over a period of up to four years from the date of grant, subject to the individual recipient’s continued provision of service to the Company through the applicable vesting dates.

During the year ended December 31, 2021, the Company issued an aggregate 118,921 RSUs to the Company’s executive officers, other employees and directors under the Equity Incentive Plan. These awards vest over a period of up to four years from the date of grant, subject to the individual recipient’s continued provision of service to the Company through the applicable vesting dates.

A portion of the RSUs that vested in 2021 were net share settled such that the Company withheld shares with a value equal to the relevant employee's income and employment tax obligations with respect to the vesting and remitted a cash payment to the appropriate taxing authorities.

The following table presents information about the Company's RSUs for the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Compensation cost recognized in general and administrative expense	$	4,135	$	2,672	$	714
Dividend equivalents declared and charged directly to distributions in excess of cumulative earnings	241		125		8
Fair value of units vested during the period	1,372		896		—

The following table presents information about the Company's RSUs as of the dates presented:


	December 31,
(Dollars in thousands)	2021		2020
Total unrecognized compensation cost	$	7,735	$	5,261
Weighted average period over which compensation cost will be recognized (in years)	2.3		2.4

Unit-Based Compensation

In 2017, the Company's predecessor approved and issued unvested Class B and Class D units equity interests to members of the Company's management team, the predecessor's board of managers and external unitholders. Following the completion of formation transactions prior to the Company's IPO, the Class B and Class D unit holders continued to hold vested and unvested interests in EPRT Holdings and, indirectly, the OP Units held by EPRT Holdings.

On July 22, 2019, in conjunction with the completion of the Secondary Offering, 3,520 previously unvested Class B units and 1,200 previously unvested Class D units in EPRT Holdings automatically vested in accordance with the terms of the grant agreements, which represented all of the remaining outstanding unvested Class B and Class D units. Due to this accelerated vesting, the Company recorded all remaining unrecognized compensation cost on the Class B and Class D units to general and administrative expenses in its consolidated statements of operations during the year ended December 31, 2019.

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The following table presents information about the Class B and Class D units for the periods presented:


	Year ended December 31,
(in thousands)	2021		2020		2019
Compensation cost recognized in general and administrative expense	$	—	$	—	$	2,162
Fair value of units vested during the period	—		—		2,283

10. Net Income Per Share

The Company computes net income per share pursuant to the guidance in FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted common stock and units, which contain rights to receive non-forfeitable dividends or dividend equivalents, as participating securities requiring the two-class method of computing net income per share. Diluted net income per share of common stock further considers the effect of potentially dilutive shares of common stock outstanding during the period, including the assumed vesting of restricted share units with a market-based or service-based vesting condition, where dilutive. The OP Units held by non-controlling interests represent potentially dilutive securities as the OP Units may be redeemed for cash or, at the Company’s election, exchanged for shares of the Company’s common stock on a one-for-one basis.

The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per share (dollars in thousands):


	Year ended December 31,
(dollar amounts in thousands)	2021		2020		2019
Numerator for basic and diluted earnings per share:
Net income	$	96,211	$	42,528	$	48,025
Less: net income attributable to non-controlling interests	(486)		(255)		(6,181)
Less: net income allocated to unvested restricted common stock and RSUs	(311)		(404)		(493)
Net income available for common stockholders: basic	95,414		41,869		41,351
Net income attributable to non-controlling interests	486		255		6,181
Net income available for common stockholders: diluted	$	95,900	$	42,124	$	47,532

Denominator for basic and diluted earnings per share:
Weighted average common shares outstanding	116,479,322		95,664,071		64,714,087
Less: weighted average number of shares of unvested restricted common stock	(121,263)		(353,036)		(610,029)
Weighted average shares outstanding used in basic net income per share	116,358,059		95,311,035		64,104,058
Effects of dilutive securities: (1)
OP Units	553,847		553,847		10,793,700
Unvested restricted common stock and RSUs	554,432		332,823		412,138
Weighted average shares outstanding used in diluted net income per share	117,466,338		96,197,705		75,309,896

_____________________________________

(1)For the year ended December 31, 2020, excludes the impact of 124,295 unvested restricted stock units, respectively, as the effect would have been antidilutive.

11. Commitments and Contingencies

As of December 31, 2021, the Company had remaining future commitments, under mortgage notes, reimbursement obligations or similar arrangements, to fund $64.5 million to its tenants for development, construction and renovation costs related to properties leased from the Company.

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Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company or its properties.

Environmental Matters

In connection with the ownership of real estate, the Company may be liable for costs and damages related to environmental matters. As of December 31, 2021, the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the Company's business, financial condition, results of operations or liquidity.

Defined Contribution Retirement Plan

The Company has a defined contribution retirement savings plan qualified under Section 401(a) of the Code (the "401(k) Plan"). The 401(k) Plan is available to all of the Company's full-time employees. The Company provides a matching contribution in cash equal to 100% of the first 5% of eligible compensation contributed by participants which vests immediately.

The following table presents the matching contributions made by the Company for the years ended December 31, 2021, 2020 and 2019:


	Year ended December 31,
(in thousands)	2021		2020		2019
401(k) matching contributions	$	205	$	165	$	150

Employment Agreements

The Company has employment agreements with its executive officers. These employment agreements have an initial term of four years, with automatic one-year extensions unless notice of non-renewal is provided by either party. These agreements provide for initial annual base salaries and an annual performance bonus. If an executive officer's employment terminates under certain circumstances, the Company would be liable for any annual performance bonus awarded for the year prior to termination, to the extent unpaid, continued payments equal to 12 months of base salary, monthly reimbursement for 12 months of COBRA premiums, and under certain situations, a pro rata bonus for the year of termination.

12. Fair Value Measurements

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures regularly and, depending on various factors, it is possible that an asset or liability may be classified differently from period to period. However, the Company expects that changes in classifications between levels will be rare.

In addition to the disclosures for assets and liabilities required to be measured at fair value at the balance sheet date, companies are required to disclose the estimated fair values of all financial instruments, even if they are not presented at their fair value on the consolidated balance sheet. The fair values of financial instruments are estimates based upon market conditions and perceived risks at December 31, 2021 and 2020. These estimates require management's judgment and may not be indicative of the future fair values of the assets and liabilities.

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Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash, accounts receivable included within prepaid expenses and other assets, dividends payable and accrued liabilities and other payables. Generally, these assets and liabilities are short term in duration and their carrying value approximates fair value on the consolidated balance sheets.

The estimated fair values of the Company's fixed‑rate loans receivable have been derived based on primarily unobservable market inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 3 within the fair value hierarchy. The Company believes the carrying value of its fixed-rate loans receivable approximates fair value as of December 31, 2021 and 2020.

The estimated fair values of the Company's borrowings under the Revolving Credit Facility, the April 2019 Term Loan and the November 2019 Term Loan have been derived based on primarily unobservable market inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 3 within the fair value hierarchy. The Company believes the carrying value of its borrowings under the Revolving Credit Facility, the April 2019 Term Loan and the November 2019 Term Loan as of December 31, 2021 and 2020 approximate fair value.

The estimated fair value of the Company's indebtedness under its senior unsecured notes has been based primarily on quoted prices in active markets that the Company has the ability to access at the measurement date. The measurement is classified as Level 1 within the fair value hierarchy. As of December 31, 2021, the Company's senior unsecured notes had an aggregate carrying value of $400.0 million (excluding the net deferred financing cost of $4.5 million and net discount of $0.8 million) and an estimated fair value of $400.6 million.

The estimated fair values of the Company's secured borrowings have been derived based on primarily unobservable market inputs such as interest rates and discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. These measurements are classified as Level 3 within the fair value hierarchy. As of December 31, 2021, the Company's had no secured borrowings. As of December 31, 2020, the Company's secured borrowings had an aggregate carrying value of $173.2 million (excluding net deferred financing costs of $2.2 million) and an estimated fair value of $176.4 million.

The Company measures its derivative financial instruments at fair value on a recurring basis. The fair values of the Company's derivative financial instruments were determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of the derivative financial instrument. This analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate market data and implied volatilities in such interest rates. While it was determined that the majority of the inputs used to value the derivatives fall within Level 2 of the fair value hierarchy under authoritative accounting guidance, the credit valuation adjustments associated with the derivatives also utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. However, as of December 31, 2021 and 2020, the significance of the impact of the credit valuation adjustments on the overall valuation of the derivative financial instruments was assessed and it was determined that these adjustments were not significant to the overall valuation of the derivative financial instruments. As a result, it was determined that the derivative financial instruments in their entirety should be classified in Level 2 of the fair value hierarchy. As of December 31, 2021 and 2020, the Company estimated the fair value of its interest rate swap contracts to be an $11.8 million liability and $38.9 million liability, respectively.

113

The Company measures its real estate investments at fair value on a nonrecurring basis. The fair values of these real estate investments were determined using the following input levels as of the dates presented:


	Net Carrying				Fair Value Measurements Using Fair Value Hierarchy
(in thousands)	Value		Fair Value		Level 1		Level 2		Level 3
December 31, 2021
Non-financial assets:
Long-lived assets	$	—	$	—	$	—	$	—	$	—

December 31, 2020
Non-financial assets:
Long-lived assets	$	4,754	$	4,754	$	—	$	—	$	4,754

13. Related-Party Transactions

During the year ended December 31, 2019, an affiliate of Eldridge provided certain treasury and information technology services to the Company. The Company incurred a de minimis amount of expense for these services during the year ended December 31, 2019, which is included in general and administrative expense in the Company’s consolidated statements of operations. No such services were provided to the Company during the years ended December 31, 2021 and 2020.

In May 2019, the Company repurchased a portion of its Class A Series 2016-1 Notes with a face value of $200 million for $201.4 million from an affiliate of Eldridge. See Note 5—Long Term Debt for additional information.

14. Subsequent Events

The Company has evaluated all events and transactions that occurred after December 31, 2021 through the filing of this Annual Report on Form 10-K and determined that there have been no events that have occurred that would require adjustment to disclosures in the consolidated financial statements except as disclosed below.

Employment Agreement

In January 2022, the Company entered into an amended and restated employment agreement (the “Amended and Restated Employment Agreement”) with its President and Chief Executive Officer (the "Executive Officer"), effective as of January 1, 2022.

The Amended and Restated Employment Agreement provides for an initial term of five years (through December 31, 2026) with automatic one-year extension periods absent prior written notice electing not to extend the agreement. Among other things, the Amended and Restated Employment Agreement provides for an annual base salary, annual performance bonus to be paid by the Company to the Executive Officer and the Executive Officer will continue to be eligible to participate in the Company’s annual long-term incentive program. In addition, the Amended and Restated Employment Agreement provides for a one-time retention equity award to be issued to the Executive Officer. See the Equity Awards section below for further details.

Equity Awards

In connection with the Amended and Restated Employment Agreement, in January 2022 the Company issued: (i) 34,686 shares of unvested RSUs to the Executive Officer under the Equity Incentive Plan which vest in 50% increments on each of the four-year and five-year anniversary of the grant date, subject to the Executive Officer's continued service through the applicable vesting date and (ii) 69,372 performance-based RSUs (at target) to the Executive Officer under the Equity Incentive Plan, with vesting based on the Company’s adjusted funds from operations performance over a four-year performance period, and the opportunity to earn up to 200% payout of the target award based on such performance. To the extent the performance goals are achieved, these performance-based RSUs will vest in 50% increments on each of the four-year and five-year anniversary of the grant date, subject to the Executive Officer's continued service through the applicable vesting date.

114

In January and February 2022, the Company issued an aggregate of 70,889 shares of unvested RSUs to the Company’s executive officers and other employees under the Equity Incentive Plan. These awards vest over a period of up to four years from the date of grant, subject to the individual recipient’s continued provision of service to the Company through the applicable vesting dates.

In February 2022, the Company issued an aggregate of 66,333 performance-based RSUs to the Company's executive officers under the Equity Incentive Plan. These are non-vested share awards and 75% of the award shall vest based on the Company's TSR as compared to the TSR of 10 peer companies and 25% of the award shall vest based on the compensation committee's subjective evaluation of the achievement of strategic objectives deemed relevant by the committee. The performance schedule can produce vesting percentages ranging from 0% to 250%. TSR will be calculated based upon the average closing price for the 20-trading day period ending December 31, 2021, divided by the average closing price for the 20-trading day period ending December 31, 2024.

Credit Facility Amendment

In February 2022, the Company entered into an amendment to the Amended Credit Agreement, dated April 12, 2019, and, pursuant to such amendment, among other things, the availability of extensions of credit under the Revolving Credit Facility was increased to $600.0 million, the accordion feature was increased to $600.0 million, the borrowing base limitation on borrowings thereunder was removed, the applicable margin with respect to borrowings under the Revolving Credit Facility was reduced and the LIBOR reference rate was replaced with reference to the Adjusted Term SOFR rate, consistent with market practice.

Subsequent Acquisition and Disposition Activity

Subsequent to December 31, 2021, the Company acquired 29 real estate properties with an aggregate investment (including acquisition costs) of $128.3 million and invested $4.3 million in new and ongoing construction in progress and reimbursements to tenants for development, construction and renovation costs. In addition, the Company invested $4.0 million in mortgage loans receivable subsequent to December 31, 2021.

Subsequent to December 31, 2021, the Company sold or transferred its investment in 4 real estate properties for an aggregate gross sales price of $7.0 million and incurred approximately $20,000 of disposition costs related to these transactions.

115

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Annual Report on Form 10-K, our management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective in providing reasonable assurance of compliance.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States. Due to inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of the internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (2013 Framework) (COSO). Based on such evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is presented in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

116

Item 9B. Other Information.

On February 10, 2022, through our Operating Partnership, we entered into an amendment to our Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent, Barclays Bank PLC, as Existing Agent, and the lenders party thereto, relating to our Revolving Credit Facility and our April 2019 Term Loan. Among other things, the amendment provides for revolving loans of up to $600.0 million, with a scheduled maturity of the Revolving Credit Facility of February 10, 2026. The $200.0 million April 2019 Term Loan matures on April 12, 2024. The Revolving Credit Facility and the April 2019 Term Loan initially bear interest at an annual rate of applicable Adjusted Term SOFR plus an applicable margin. For more information about this amendment, see “ "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Debt.”

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

117

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information concerning our directors and executive officers required by Item 10 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 11. Executive Compensation.

The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information concerning our security ownership of certain beneficial owners and management and related stockholder matters (including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information concerning certain relationships, related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.

The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

118

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1) and (2) The following financial statements and financial statement schedules are filed as part of this Annual Report on Form 10-K.

Financial Statements. (see Item 8)

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

Financial Statement Schedules. (see schedules beginning on page F-1)

Schedule III - Real Estate and Accumulated Depreciation

Schedule IV - Mortgage Loans on Real Estate

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

(b)Exhibits. The following exhibits are included or incorporated by reference in this Annual Report on Form 10-K (and are numbered in accordance with Item 601 of Regulation S-K).

119


Exhibit Number						Description
3.1						Articles of Amendment and Restatement of Essential Properties Realty Trust, Inc., dated as of June 19, 2018 (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on February 28, 2019)
3.2						Certificate of Correction to the Articles of Amendment and Restatement of Essential Properties Realty Trust, Inc., dated as of February 27, 2019 (Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed on February 28, 2019)
3.3						Certificate of Notice, dated August 8, 2019 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 8, 2019)
3.4						Certificate of Notice, dated February 28, 2020 (Incorporated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K filed on March 2, 2020
3.5						Amended and Restated Bylaws of Essential Properties Realty Trust, Inc. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 16, 2020)
4.1						Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-11 filed on May 25, 2018)
4.2						Description of the Company's Common Stock, $0.01 par value (Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on February 23, 2021)
4.3						Indenture, dated as of June 28, 2021, among Essential Properties, L.P., Essential Properties Realty Trust, Inc. and U.S. Bank National Association, as trustee, including the form of the Guarantee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 28, 2021).
4.4						First Supplemental Indenture, dated as of June 28, 2021, among Essential Properties, L.P., Essential Properties Realty Trust, Inc. and U.S. Bank National Association, as trustee, including the form of the Notes (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 28, 2021)
10.1						Agreement of Limited Partnership of Essential Properties, L.P. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 26, 2018)
10.2						Amended and Restated Credit Agreement, dated as of April 12, 2019, among the Company, the Operating Partnership, the several lenders from time to time parties thereto, Barclays Bank PLC, as administrative agent, and Citigroup Global Markets Inc. and Bank of America, N.A., as co-syndication agents (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 18, 2019)
10.3						First Amendment to Amended and Restated Credit Agreement, dated November 22, 2019, among the Company, the Operating Partnership, Barclays Bank PLC, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 27, 2019)
10.4*						Second Amendment to Amended and Restated Credit Agreement, dated February 10, 2022, among the Company, the Operating Partnership, Wells Fargo Bank, National Association, as administrative agent, Barclays Bank PLC, as existing agent, and the lenders party thereto
10.5						Credit Agreement, dated as of November 26, 2019, among the Company, the Operating Partnership, the several lenders from time to time parties thereto, Capital One, National Association, as administrative agent, Suntrust Robinson Humphrey, Inc. and Mizuho Bank Ltd., as co-syndication agents, and Chemical Bank, a division of TCF National Bank, as documentation agent (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 27, 2019)
10.6 †						Employment Agreement, effective as of January 1, 2022, by and between Essential Properties Realty Trust, Inc. and Peter M. Mavoides (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 6, 2022)
10.7 †						Employment Agreement between Essential Properties Realty Trust, Inc. and Gregg A. Seibert, effective as of June 25, 2018 (Incorporated by reference to Exhibit 10.16 to the Company's Current Report on Form 8-K filed on June 26, 2018)
10.8 †						Essential Properties Realty Trust, Inc. 2018 Incentive Award Plan, effective as of June 19, 2018 (Incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed on June 26, 2018)
10.9 †						Employment Agreement between Essential Properties Realty Trust, Inc. and Mark E. Patten, effective as of August 10, 2020 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 7, 2020)

120


Exhibit Number						Description
10.10						Form of Indemnification Agreement between Essential Properties Realty Trust, Inc. and each of its directors and executive officers (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 7, 2020)
16.1						Letter from Ernst & Young LLP (Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on March 30, 2021).
21.1*						Subsidiaries of the Company
22*						List of Guarantors and Subsidiary Issuers of Guaranteed Securities
23.1*						Consent of Grant Thornton LLP
23.2*						Consent of Ernst & Young LLP
24.1*						Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)
31.1*						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


101.INS*						XBRL Instance Document
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document)


*			Filed herewith.
**			Furnished herewith.
†			Indicates management contract or compensatory plan.

Item 16. Form 10-K Summary

None

121

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		ESSENTIAL PROPERTIES REALTY TRUST, INC.

Date:	February 16, 2022	By:	/s/ Peter M. Mavoides
			Peter M. Mavoides
			President and Chief Executive Officer
			(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Peter M. Mavoides and Mark E. Patten, and each of them singly, his or her true and lawful attorneys with full power to them, and each of them singly, to sign for each of the undersigned and in his or her name in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Essential Properties Realty Trust, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission in connection therewith.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

122

Name

Title

Date

/s/ Peter M. Mavoides

Director, President and Chief Executive Officer

February 16, 2022

Peter M. Mavoides

(Principal Executive Officer)

/s/ Mark E. Patten

Executive Vice President, Treasurer and Chief Financial Officer

February 16, 2022

Mark E. Patten

(Principal Financial Officer)

/s/ Timothy J. Earnshaw

Senior Vice President and Chief Accounting Officer

February 16, 2022

Timothy J. Earnshaw

(Principal Accounting Officer)

/s/ Paul T. Bossidy

Director

February 16, 2022

Paul T. Bossidy

/s/ Joyce DeLucca

Director

February 16, 2022

Joyce DeLucca

/s/ Scott A. Estes

Director

February 16, 2022

Scott A. Estes

/s/ Lawrence J. Minich

Director

February 16, 2022

Lawrence J. Minich

/s/ Heather Leed Neary

Director

February 16, 2022

Heather Leed Neary

/s/ Stephen D. Sautel

Director

February 16, 2022

Stephen D. Sautel

/s/ Janaki Sivanesan

Director

February 16, 2022

Janaki Sivanesan

123

ESSENTIAL PROPERTIES REALTY TRUST, INC. AND ESSENTIAL PROPERTIES REALTY TRUST, INC. PREDECESSOR

Schedule III - Real Estate and Accumulated Depreciation

As of December 31, 2021

(Dollar amounts in thousands)


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition						Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements			Building & Improvements			Land & Improvements		Building & Improvements		Total
Restaurants - Quick Service	Alexander City	AL		$	184	$	242	$	—		$	—		$	184	$	242	$	426	$	54	1987	6/16/2016
Restaurants - Quick Service	Zanesville	OH		397		277		—			—			397		277		674		53		1988	6/16/2016
Restaurants - Quick Service	Belleville	IL		314		369		—			—			314		369		683		75		1988	6/16/2016
Restaurants - Quick Service	Grand Rapids	MI		177		346		—			—			177		346		523		72		1989	6/16/2016
Restaurants - Quick Service	Petaluma	CA		467		533		—			—			467		533		1,000		109		1992	6/16/2016
Restaurants - Quick Service	Clarkesville	GA		178		—		—			—			178		—		178		—		1992	6/16/2016
Restaurants - Quick Service	Philadelphia	PA		485		626		—			—			485		626		1,111		133		1980	6/16/2016
Other Services	Nashville	TN		332		106		—			—			332		106		438		43		1992	6/16/2016
Restaurants - Quick Service	Ruskin	FL		641		—		—			—			641		—		641		—		1993	6/16/2016
Restaurants - Quick Service	Brownsville	TX		561		474		—			—			561		474		1,035		104		1995	6/16/2016
Restaurants - Family Dining	Palantine	IL		926		354		—			—			926		354		1,280		99		1990	6/16/2016
Restaurants - Family Dining	LaGrange	IL		446		851		—			751			446		1,602		2,048		167		1990	6/16/2016
Restaurants - Family Dining	Jacksonville	FL		1,086		957		(620)		(f)	(386)		(f)	466		571		1,037		257		1997	6/16/2016
Restaurants - Casual Dining	Corpus Christi	TX		1,160		—		—			—			1,160		—		1,160		—		2015	6/16/2016
Restaurants - Casual Dining	Centennial	CO		1,593		3,400		—			—			1,593		3,400		4,993		523		1993	6/16/2016
Restaurants - Quick Service	Redford	MI		468		567		—			—			468		567		1,035		115		1998	6/16/2016
Other Services	Landrum	SC		214		87		—			—			214		87		301		29		1992	6/16/2016
Restaurants - Family Dining	Virginia Beach	VA		90		192		—			—			90		192		282		220		1997	6/16/2016
Restaurants - Casual Dining	Thomasville	GA		903		233		—			600			903		833		1,736		166		1999	6/16/2016
Restaurants - Casual Dining	Grapevine	TX		1,385		977		—			—			1,385		977		2,362		205		1999	6/16/2016
Restaurants - Family Dining	Plano	TX		207		424		—			—			207		424		631		466		1998	6/16/2016
Restaurants - Family Dining	Coon Rapids	MN		635		856		—			—			635		856		1,491		177		1991	6/16/2016
Restaurants - Family Dining	Mankato	MN		700		585		—			—			700		585		1,285		152		1992	6/16/2016
Restaurants - Casual Dining	Omaha	NE		465		1,184		(203)		(f)	(498)		(f)	262		686		948		166		1979	6/16/2016
Restaurants - Family Dining	Merrillville	IN		797		322		—			125			797		447		1,244		68		1977	6/16/2016
Restaurants - Family Dining	Appleton	WI		441		590		—			—			441		590		1,031		138		1977	6/16/2016
Restaurants - Family Dining	St. Joseph	MO		559		371		—			—			559		371		930		99		1978	6/16/2016
Restaurants - Family Dining	Gladstone	MO		479		783		—			—			479		783		1,262		155		1979	6/16/2016
Restaurants - Family Dining	Brainerd	MN		761		547		—			—			761		547		1,308		127		1990	6/16/2016
Restaurants - Family Dining	Cedar Rapids	IA		804		563		—			—			804		563		1,367		126		1994	6/16/2016
Restaurants - Family Dining	Brooklyn Park	MN		725		693		—			—			725		693		1,418		160		1997	6/16/2016
Restaurants - Quick Service	Pontiac	MI		316		423		—			—			316		423		739		96		2003	6/16/2016
Restaurants - Quick Service	Troy	MI		674		—		—			—			674		—		674		—		1984	6/16/2016
Restaurants - Quick Service	Clay	NY		129		413		1,654			—			1,783		413		2,196		542		1991	6/16/2016
Restaurants - Quick Service	Buna	TX		152		138		—			—			152		138		290		33		1976	6/16/2016
Restaurants - Quick Service	Carthage	TX		111		239		—			—			111		239		350		50		1975	6/16/2016
Restaurants - Quick Service	Dayton	TX		195		174		—			—			195		174		369		38		1969	6/16/2016
Restaurants - Quick Service	Diboll	TX		92		177		—						92		177		269		38		1990	6/16/2016
Restaurants - Quick Service	Huntington	TX		120		180		—			—			120		180		300		49		1980	6/16/2016
Restaurants - Quick Service	Huntsville	TX		120		290		—			—			120		290		410		54		1985	6/16/2016
Restaurants - Quick Service	Jasper	TX		111		209		—			—			111		209		320		43		1992	6/16/2016
Restaurants - Quick Service	Kountze	TX		120		290		—			—			120		290		410		54		1995	6/16/2016
Restaurants - Quick Service	Rusk	TX		129		142		—			—			129		142		271		37		1989	6/16/2016
Restaurants - Quick Service	Sour Lake	TX		204		114		—			—			204		114		318		33		1978	6/16/2016
Restaurants - Quick Service	Vernon	CT		155		208		—			—			155		208		363		86		1983	6/16/2016
Restaurants - Quick Service	Battle Creek	MI		114		690		—			—			114		690		804		120		1969	6/16/2016
Restaurants - Quick Service	Clio	MI		350		889		—			—			350		889		1,239		164		1991	6/16/2016
Restaurants - Quick Service	Charlotte	MI		190		722		—			—			190		722		912		124		1991	6/16/2016

F-1


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Restaurants - Quick Service	St. Johns	MI		$	218	$	403	$	—	$	—	$	218	$	403	$	621	$	94	1991	6/16/2016
Automotive Service	Burnsville	MN		734		309		180		25		914		334		1,248		111		1973	6/16/2016
Restaurants - Family Dining	Albert Lea	MN		337		463		—		—		337		463		800		115		1975	6/16/2016
Restaurants - Family Dining	Crystal	MN		821		178		—		—		821		178		999		69		1975	6/16/2016
Restaurants - Casual Dining	West Monroe	LA		343		94		—		—		343		94		437		31		1988	6/16/2016
Restaurants - Quick Service	Greenfield	WI		556		789		—		—		556		789		1,345		154		1983	6/16/2016
Restaurants - Quick Service	Redford	MI		479		—		—		—		479		—		479		—		1981	6/16/2016
Restaurants - Quick Service	Bridgeport	MI		309		619		—		—		309		619		928		139		1989	6/16/2016
Restaurants - Quick Service	Birmingham	AL		261		780		—		—		261		780		1,041		136		2000	6/16/2016
Restaurants - Quick Service	Oneonta	AL		220		485		—		—		220		485		705		88		1993	6/16/2016
Restaurants - Quick Service	Union City	GA		416		746		—		—		416		746		1,162		135		1976	6/16/2016
Restaurants - Quick Service	Marietta	GA		214		618		—		—		214		618		832		107		1979	6/16/2016
Restaurants - Quick Service	Vicksburg	MS		203		627		—		—		203		627		830		108		1979	6/16/2016
Restaurants - Quick Service	Riverdale	GA		309		584		—		—		309		584		893		105		1978	6/16/2016
Restaurants - Quick Service	Snellville	GA		242		484		—		—		242		484		726		92		1981	6/16/2016
Restaurants - Quick Service	Trussville	AL		243		480		—		—		243		480		723		88		1996	6/16/2016
Restaurants - Quick Service	Forest Park	GA		233		341		—		—		233		341		574		61		1988	6/16/2016
Restaurants - Quick Service	Decatur	GA		239		714		—		—		239		714		953		123		1982	6/16/2016
Restaurants - Quick Service	Monroe	GA		302		733		—		—		302		733		1,035		130		1985	6/16/2016
Restaurants - Quick Service	Decatur	GA		292		463		—		—		292		463		755		78		1983	6/16/2016
Restaurants - Quick Service	Columbia	SC		241		461		—		—		241		461		702		92		1981	6/16/2016
Restaurants - Quick Service	Decatur	GA		302		721		—		—		302		721		1,023		128		1986	6/16/2016
Restaurants - Quick Service	Conyers	GA		330		767		—		—		330		767		1,097		138		1982	6/16/2016
Restaurants - Quick Service	Stockbridge	GA		396		771		—		—		396		771		1,167		131		1975	6/16/2016
Restaurants - Quick Service	Lawrenceville	GA		306		550		—		—		306		550		856		107		1988	6/16/2016
Restaurants - Quick Service	Lithonia	GA		290		606		—		—		290		606		896		105		1979	6/16/2016
Restaurants - Quick Service	Tucker	GA		339		586		—		—		339		586		925		106		1976	6/16/2016
Restaurants - Quick Service	Covington	GA		379		722		—		—		379		722		1,101		132		1979	6/16/2016
Restaurants - Quick Service	Columbus	GA		174		442		—		—		174		442		616		79		1987	6/16/2016
Restaurants - Quick Service	Tupelo	MS		731		329		—		—		731		329		1,060		73		2000	6/16/2016
Restaurants - Quick Service	New Albany	MS		295		346		—		—		295		346		641		65		1993	6/16/2016
Restaurants - Quick Service	Parkersburg	WV		185		570		—		—		185		570		755		104		1976	6/16/2016
Restaurants - Quick Service	Ashland	KY		279		858		—		—		279		858		1,137		157		1979	6/16/2016
Restaurants - Quick Service	Huntington	WV		223		539		—		—		223		539		762		99		1979	6/16/2016
Restaurants - Quick Service	North Little Rock	AR		190		450		—		—		190		450		640		90		1978	6/16/2016
Restaurants - Quick Service	Jackson	MS		400		348		—		—		400		348		748		69		1981	6/16/2016
Restaurants - Quick Service	Madison	TN		281		458		—		—		281		458		739		81		1988	6/16/2016
Restaurants - Quick Service	Little Rock	AR		169		48		—		15		169		63		232		27		1979	6/16/2016
Restaurants - Quick Service	Hurricane	WV		238		485		—		—		238		485		723		88		1981	6/16/2016
Restaurants - Quick Service	Parkersburg	WV		261		513		—		—		261		513		774		99		1982	6/16/2016
Restaurants - Quick Service	Chattanooga	TN		407		465		—		—		407		465		872		89		1983	6/16/2016
Restaurants - Quick Service	Knoxville	TN		352		347		—		—		352		347		699		66		1981	6/16/2016
Restaurants - Quick Service	Jacksonville	NC		284		152		—		948		284		1,100		1,384		39		1986	6/16/2016
Restaurants - Quick Service	Knoxville	TN		394		271		—		—		394		271		665		55		1982	6/16/2016
Restaurants - Quick Service	Forestdale	AL		241		613		—		—		241		613		854		109		1975	6/16/2016
Restaurants - Quick Service	Louisville	KY		319		238		—		815		319		1,053		1,372		54		1988	6/16/2016
Restaurants - Quick Service	Festus	MO		195		802		—		—		195		802		997		139		1979	6/16/2016
Restaurants - Quick Service	Jacksonville	FL		330		542		—		—		330		542		872		103		1976	6/16/2016
Restaurants - Quick Service	Jacksonville	FL		220		701		—		—		220		701		921		132		1979	6/16/2016
Restaurants - Quick Service	Winter Garden	FL		326		383		—		—		326		383		709		77		1987	6/16/2016
Restaurants - Quick Service	Sanford	FL		350		375		—		—		350		375		725		84		1986	6/16/2016
Restaurants - Quick Service	Lebanon	TN		311		736		—		—		311		736		1,047		155		1974	6/16/2016
Restaurants - Quick Service	Prattville	AL		551		524		—		—		551		524		1,075		101		1978	6/16/2016
Restaurants - Quick Service	Calhoun	GA		346		673		—		—		346		673		1,019		125		1979	6/16/2016

F-2


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition						Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements			Building & Improvements			Land & Improvements		Building & Improvements		Total
Restaurants - Quick Service	Mableton	GA		$	152	$	366	$	—		$	—		$	152	$	366	$	518	$	72	1977	6/16/2016
Restaurants - Quick Service	Brunswick	GA		532		137		(55)		(f)	—			477		137		614		37		1995	6/16/2016
Restaurants - Quick Service	Summerville	SC		215		720		—			—			215		720		935		134		1978	6/16/2016
Restaurants - Quick Service	Thomaston	GA		193		364		—			—			193		364		557		75		1987	6/16/2016
Restaurants - Quick Service	Smyrna	GA		392		311		—			—			392		311		703		64		1981	6/16/2016
Restaurants - Quick Service	Smyrna	TN		221		556		—			—			221		556		777		101		1982	6/16/2016
Restaurants - Quick Service	Tullahoma	TN		226		701		—			—			226		701		927		135		1975	6/16/2016
Restaurants - Quick Service	Shelbyville	TN		323		456		—			—			323		456		779		87		1976	6/16/2016
Restaurants - Quick Service	Dallas	GA		260		832		—			—			260		832		1,092		161		1985	6/16/2016
Restaurants - Quick Service	North Charleston	SC		121		459		—			—			121		459		580		84		1990	6/16/2016
Restaurants - Quick Service	LaGrange	GA		207		562		—			—			207		562		769		105		1985	6/16/2016
Restaurants - Quick Service	Cullman	AL		260		723		—			—			260		723		983		139		1999	6/16/2016
Restaurants - Quick Service	Batesville	MS		125		551		—			—			125		551		676		101		1992	6/16/2016
Restaurants - Quick Service	Phenix City	AL		273		665		—			—			273		665		938		135		1979	6/16/2016
Restaurants - Quick Service	Montgomery	AL		333		349		—			—			333		349		682		72		1986	6/16/2016
Restaurants - Quick Service	Starke	FL		240		468		—			—			240		468		708		95		1980	6/16/2016
Restaurants - Quick Service	Madisonville	KY		302		426		—			—			302		426		728		84		1976	6/16/2016
Restaurants - Quick Service	Marietta	OH		175		506		—			—			175		506		681		91		1979	6/16/2016
Restaurants - Quick Service	Hueytown	AL		133		711		—			—			133		711		844		130		1979	6/16/2016
Restaurants - Quick Service	Gallipolis	OH		247		722		—			—			247		722		969		138		1979	6/16/2016
Restaurants - Quick Service	Valdosta	GA		236		545		—			—			236		545		781		100		1980	6/16/2016
Restaurants - Quick Service	Douglas	GA		243		557		—			—			243		557		800		102		1979	6/16/2016
Restaurants - Quick Service	Fayetteville	GA		300		506		—			—			300		506		806		95		1984	6/16/2016
Restaurants - Quick Service	Troy	AL		183		520		—			—			183		520		703		97		1985	6/16/2016
Restaurants - Quick Service	Wetumpka	AL		273		416		—			—			273		416		689		83		1986	6/16/2016
Restaurants - Quick Service	St. Albans	WV		154		491		—			—			154		491		645		89		1975	6/16/2016
Restaurants - Quick Service	Huntington	WV		233		540		—			—			233		540		773		99		1992	6/16/2016
Restaurants - Quick Service	Newburgh	NY		913		738		—			—			913		738		1,651		190		1975	6/16/2016
Restaurants - Quick Service	Erie	PA		444		562		—			—			444		562		1,006		139		1977	6/16/2016
Restaurants - Quick Service	Dickson	TN		292		79		—			29			292		108		400		31		1977	6/16/2016
Restaurants - Quick Service	South Daytona	FL		416		668		—			—			416		668		1,084		135		1984	6/16/2016
Restaurants - Quick Service	Milford	NH		409		355		—			—			409		355		764		84		1993	6/16/2016
Restaurants - Quick Service	Portland	OR		252		131		—			—			252		131		383		35		2015	6/16/2016
Restaurants - Quick Service	Superior	CO		370		434		—						370		434		804		88		2002	6/16/2016
Restaurants - Casual Dining	Fond du Lac	WI		521		1,197		(222)		(f)	(425)		(f)	299		772		1,071		152		1996	6/16/2016
Restaurants - Casual Dining	Alexandria	LA		837		889		—			—			837		889		1,726		231		1994	6/16/2016
Medical / Dental	Hurst	TX		1,462		1,493		—			300			1,462		1,793		3,255		338		1997	6/16/2016
Restaurants - Quick Service	Jacksonville	FL		872		354		—			—			872		354		1,226		70		2006	6/16/2016
Restaurants - Casual Dining	Fleming Island	FL		586		355		—			—			586		355		941		66		2006	6/16/2016
Restaurants - Casual Dining	Port St. Lucie	FL		930		1,510		—			—			930		1,510		2,440		297		1988	6/16/2016
Restaurants - Casual Dining	Waycross	GA		861		1,700		—			—			861		1,700		2,561		309		1994	6/16/2016
Restaurants - Casual Dining	Kingsland	GA		602		1,256		—			—			602		1,256		1,858		243		1995	6/16/2016
Restaurants - Casual Dining	Jacksonville	FL		821		1,215		—			(524)		(f)	821		691		1,512		256		1995	6/16/2016
Restaurants - Casual Dining	North Fort Myers	FL		1,060		1,817		—			—			1,060		1,817		2,877		320		1994	6/16/2016
Restaurants - Casual Dining	Cape Coral	FL		741		1,692		—			—			741		1,692		2,433		307		1996	6/16/2016
Restaurants - Casual Dining	Panama City Beach	FL		750		959		—			—			750		959		1,709		192		1999	6/16/2016
Restaurants - Casual Dining	Dothan	AL		577		1,144		—			—			577		1,144		1,721		214		1993	6/16/2016
Restaurants - Casual Dining	Albany	GA		731		1,249		—			—			731		1,249		1,980		225		1991	6/16/2016
Restaurants - Casual Dining	Panama City	FL		539		1,389		—			—			539		1,389		1,928		234		1991	6/16/2016
Restaurants - Casual Dining	Valdosta	GA		626		957		—			—			626		957		1,583		192		1994	6/16/2016
Restaurants - Casual Dining	Gainesville	FL		193		1,930		—			—			193		1,930		2,123		294		1994	6/16/2016
Restaurants - Casual Dining	Panama City	FL		673		1,044		50			—			723		1,044		1,767		260		1999	6/16/2016
Restaurants - Quick Service	Warner Robins	GA		130		174		—			908			130		1,082		1,212		45		1975	6/16/2016

F-3


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Automotive Service	Spring	TX		$	805	$	1,577	$	—	$	—	$	805	$	1,577	$	2,382	$	287	2013	8/4/2016
Home Furnishings	Frisco	TX		2,224		4,779		—		—		2,224		4,779		7,003		699		2006	8/19/2016
Convenience Stores	Binghamton	NY		273		1,008		—		—		273		1,008		1,281		214		1970	8/22/2016
Convenience Stores	Windsor	NY		272		1,101		—		—		272		1,101		1,373		234		1980	8/22/2016
Convenience Stores	Greene	NY		557		1,974		—		—		557		1,974		2,531		419		1989	8/22/2016
Convenience Stores	Afton	NY		348		1,303		—		—		348		1,303		1,651		276		1994	8/22/2016
Convenience Stores	Lansing	NY		861		3,034		—		—		861		3,034		3,895		643		2010	8/22/2016
Convenience Stores	Freeville	NY		524		1,457		—		—		524		1,457		1,981		309		1994	8/22/2016
Convenience Stores	Marathon	NY		520		2,127		—		—		520		2,127		2,647		451		1995	8/22/2016
Convenience Stores	New Hartford	NY		301		863		—		—		301		863		1,164		183		1995	8/22/2016
Convenience Stores	Chadwicks	NY		213		784		—		—		213		784		997		166		1987	8/22/2016
Convenience Stores	Liberty	NY		219		811		—		—		219		811		1,030		172		2004	8/22/2016
Convenience Stores	Earlville	NY		258		985		—		—		258		985		1,243		209		1997	8/22/2016
Convenience Stores	Vestal	NY		324		1,285		—		—		324		1,285		1,609		273		1996	8/22/2016
Convenience Stores	Delhi	NY		275		1,066		—		—		275		1,066		1,341		226		1992	8/22/2016
Convenience Stores	Franklin	NY		423		774		—		—		423		774		1,197		164		1998	8/22/2016
Convenience Stores	Endicott	NY		188		576		—		—		188		576		764		122		1995	8/22/2016
Convenience Stores	Davenport	NY		324		1,194		—		—		324		1,194		1,518		254		1993	8/22/2016
Restaurants - Family Dining	Salem	NH		131		232		—		—		131		232		363		289		1998	9/16/2016
Other Services	Anniston	AL		312		176		—		—		312		176		488		55		1992	9/16/2016
Early Childhood Education	Cumming	GA		876		2,357		—		—		876		2,357		3,233		390		2001	9/30/2016
Early Childhood Education	Suwanee	GA		922		2,108		—		—		922		2,108		3,030		349		2009	9/30/2016
Medical / Dental	Fort Worth	TX		1,617		—		99		4,187		1,716		4,187		5,903		478		2017	10/12/2016
Car Washes	Acworth	GA		1,346		2,615		—		—		1,346		2,615		3,961		421		2006	10/17/2016
Car Washes	Douglasville	GA		1,974		2,882		—		—		1,974		2,882		4,856		464		2006	10/17/2016
Car Washes	Hiram	GA		1,376		2,947		—		—		1,376		2,947		4,323		475		2004	10/17/2016
Car Washes	Marietta	GA		1,302		2,136		—		—		1,302		2,136		3,438		344		2002	10/17/2016
Medical / Dental	Port Charlotte	FL		1,820		2,072		—		—		1,820		2,072		3,892		370		2000	10/20/2016
Automotive Service	Lackawanna	NY		231		232		—		—		231		232		463		40		1987	10/28/2016
Automotive Service	Cheektowaga	NY		367		509		—		—		367		509		876		88		1978	10/28/2016
Automotive Service	Amherst	NY		410		606		—		—		410		606		1,016		105		1998	10/28/2016
Automotive Service	Niagara Falls	NY		615		1,025		—		—		615		1,025		1,640		178		1985	10/28/2016
Automotive Service	Williamsville	NY		419		1,302		—		—		419		1,302		1,721		226		1988	10/28/2016
Automotive Service	Dunkirk	NY		255		187		—		—		255		187		442		33		1980	10/28/2016
Car Washes	Tucson	AZ		1,048		2,190		—		—		1,048		2,190		3,238		347		2010	11/9/2016
Restaurants - Quick Service	Burlington	IA		444		1,171		—		—		444		1,171		1,615		217		1976	11/15/2016
Restaurants - Quick Service	Cedar Rapids	IA		436		1,179		—		—		436		1,179		1,615		219		1991	11/15/2016
Restaurants - Quick Service	Fort Madison	IA		304		1,284		—		—		304		1,284		1,588		238		1987	11/15/2016
Restaurants - Quick Service	Waterloo	IA		344		846		—		—		344		846		1,190		157		1982	11/15/2016
Restaurants - Quick Service	Nebraska City	NE		363		748		—		—		363		748		1,111		139		2014	11/15/2016
Restaurants - Quick Service	Plattsmouth	NE		304		1,302		—		—		304		1,302		1,606		241		1999	11/15/2016
Restaurants - Quick Service	Red Oak	IA		254		1,010		—		—		254		1,010		1,264		187		2000	11/15/2016
Movie Theatres	Florence	AL		1,519		6,294		117		—		1,636		6,294		7,930		1,048		2015	12/19/2016
Restaurants - Casual Dining	Gardendale	AL		589		1,984		—		—		589		1,984		2,573		313		2005	12/29/2016
Restaurants - Casual Dining	Jasper	AL		468		2,144		—		—		468		2,144		2,612		318		2005	12/29/2016
Restaurants - Casual Dining	Homewood	AL		808		1,233		—		—		808		1,233		2,041		209		1976	12/29/2016
Medical / Dental	Stevenson	AL		191		466		—		—		191		466		657		85		1990	12/30/2016
Medical / Dental	Tucson	AZ		323		780		—		—		323		780		1,103		108		1967	12/30/2016
Medical / Dental	Miami	FL		485		982		—		—		485		982		1,467		130		1981	12/30/2016
Medical / Dental	Sarasota	FL		323		557		—		—		323		557		880		87		1973	12/30/2016
Medical / Dental	Sarasota	FL		485		446		—		—		485		446		931		80		2001	12/30/2016
Medical / Dental	Dalton	GA		323		406		—		—		323		406		729		91		1960	12/30/2016
Medical / Dental	Alton	IL		252		568		—		—		252		568		820		108		2001	12/30/2016
Medical / Dental	Quincy	IL		272		608		—		—		272		608		880		113		2001	12/30/2016

F-4


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition						Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements			Building & Improvements			Land & Improvements		Building & Improvements		Total
Medical / Dental	Clarksville	IN		$	657	$	1,033	$	—		$	—		$	657	$	1,033	$	1,690	$	180	1994	12/30/2016
Medical / Dental	Terre Haute	IN		292		325		—			—			292		325		617		68		1998	12/30/2016
Medical / Dental	Brewster	MA		60		578		—			—			60		578		638		76		1986	12/30/2016
Medical / Dental	Kansas City	MO		333		568		—			—			333		568		901		105		1979	12/30/2016
Medical / Dental	Laurel	MS		100		1,033		—			—			100		1,033		1,133		143		1970	12/30/2016
Medical / Dental	Picayune	MS		70		517		—			—			70		517		587		75		1977	12/30/2016
Medical / Dental	Rochester	NH		181		426		—			—			181		426		607		70		1958	12/30/2016
Medical / Dental	Canandaigua	NY		70		527		—			—			70		527		597		73		2009	12/30/2016
Medical / Dental	Anderson	SC		211		487		—			—			211		487		698		71		1948	12/30/2016
Medical / Dental	Camden	SC		211		537		—			—			211		537		748		91		1985	12/30/2016
Medical / Dental	Columbia	SC		211		426		—			—			211		426		637		70		1986	12/30/2016
Medical / Dental	Austin	TX		242		375		—			—			242		375		617		71		1970	12/30/2016
Medical / Dental	Richmond	TX		495		446		—			—			495		446		941		96		1982	12/30/2016
Medical / Dental	Terrell Hills	TX		282		588		—			—			282		588		870		87		2002	12/30/2016
Health and Fitness	West Valley City	UT		1,936		4,210		—			—			1,936		4,210		6,146		603		1984	12/30/2016
Medical / Dental	Rock Springs	WY		620		2,550		—			—			620		2,550		3,170		375		2001	1/17/2017
Car Washes	Conyers	GA		1,136		4,332		—			—			1,136		4,332		5,468		691		2013	1/24/2017
Car Washes	Covington	GA		824		3,759		—			—			824		3,759		4,583		621		2011	1/24/2017
Movie Theatres	North Myrtle Beach	SC		1,465		7,081		—			—			1,465		7,081		8,546		921		2006	1/31/2017
Medical / Dental	Bridgeton	MO		199		578		—			—			199		578		777		85		1982	2/9/2017
Medical / Dental	Mokena	IL		237		303		—			—			237		303		540		77		2008	2/9/2017
Medical / Dental	Lexington	KY		199		474		—			—			199		474		673		79		2014	2/9/2017
Medical / Dental	Islip Terrace	NY		313		436		—			—			313		436		749		68		1986	2/9/2017
Early Childhood Education	Alpharetta	GA		1,595		4,177		—			—			1,595		4,177		5,772		655		2016	2/28/2017
Home Furnishings	Westland	MI		1,858		14,560		43			1,543			1,901		16,103		18,004		1,923		1987	3/1/2017
Home Furnishings	Ann Arbor	MI		2,096		13,399		25			2,035			2,121		15,434		17,555		1,728		1992	3/1/2017
Equipment Rental and Sales	Muskegon	MI		1,113		6,436		—			825			1,113		7,261		8,374		861		1987	3/1/2017
Home Furnishings	Battle Creek	MI		1,212		7,904		(519)		(f)	(3,244)		(f)	693		4,660		5,353		998		1996	3/1/2017
Automotive Service	Prosper	TX		1,161		2,534		—			—			1,161		2,534		3,695		382		2010	3/8/2017
Restaurants - Quick Service	Cedartown	GA		258		812		—			—			258		812		1,070		122		1987	3/9/2017
Restaurants - Quick Service	Forsyth	GA		464		808		—			—			464		808		1,272		121		1989	3/9/2017
Automotive Service	New Freedom	PA		904		872		—			—			904		872		1,776		155		1997	3/28/2017
Car Washes	Huntingtown	MD		984		1,857		—			—			984		1,857		2,841		288		1998	3/28/2017
Automotive Service	Gambrills	MD		2,461		6,139		—			—			2,461		6,139		8,600		806		2009	3/28/2017
Convenience Stores	Tyler	TX		404		1,433		—			—			404		1,433		1,837		271		1980	3/30/2017
Early Childhood Education	San Antonio	TX		928		3,312		—			—			928		3,312		4,240		445		2016	4/25/2017
Medical / Dental	Payson	AZ		548		1,944		—			—			548		1,944		2,492		256		1988	4/28/2017
Medical / Dental	Brownsville	TX		1,626		—		982			7,743			2,608		7,743		10,351		843		2018	5/5/2017
Medical / Dental	Baytown	TX		286		1,790		—			—			286		1,790		2,076		225		2008	5/18/2017
Car Washes	Las Cruces	NM		510		2,290		—			—			510		2,290		2,800		327		2008	5/24/2017
Car Washes	Las Cruces	NM		570		2,187		—			—			570		2,187		2,757		312		2010	5/24/2017
Building Materials	Columbia Station	OH		1,078		1,437		—			—			1,078		1,437		2,515		233		1961	6/1/2017
Building Materials	Maumee	OH		733		1,238		—			—			733		1,238		1,971		201		1963	6/1/2017
Building Materials	Troy	OH		403		693		—			—			403		693		1,096		113		1991	6/1/2017
Building Materials	Jackson	OH		288		211		—			—			288		211		499		35		1995	6/1/2017
Building Materials	Lancaster	OH		376		833		—			—			376		833		1,209		136		1995	6/1/2017
Building Materials	Portsmouth	OH		133		160		—			—			133		160		293		26		1996	6/1/2017
Building Materials	Radcliff	KY		414		200		—			—			414		200		614		33		1984	6/1/2017
Building Materials	Gainesville	FL		934		638		—			—			934		638		1,572		104		2003	6/1/2017
Building Materials	Cartersville	GA		1,313		1,743		—			—			1,313		1,743		3,056		283		2003	6/1/2017
Building Materials	Douglasville	GA		1,026		2,421		—			—			1,026		2,421		3,447		393		2004	6/1/2017
Building Materials	El Paso	TX		901		177		—			—			901		177		1,078		29		1984	6/1/2017
Building Materials	Garland	TX		1,250		2,283		—			—			1,250		2,283		3,533		371		2001	6/1/2017
Building Materials	Conroe	TX		2,150		631		—			—			2,150		631		2,781		103		2002	6/1/2017

F-5


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition						Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements			Building & Improvements			Land & Improvements		Building & Improvements		Total
Building Materials	Amarillo	TX		$	927	$	655	$	—		$	—		$	927	$	655	$	1,582	$	107	2002	6/1/2017
Building Materials	Grand Junction	CO		760		403		—			—			760		403		1,163		66		1983	6/1/2017
Building Materials	Mt. Pleasant	SC		1,097		171		—			—			1,097		171		1,268		28		1983	6/1/2017
Building Materials	Irondale	AL		546		227		—			—			546		227		773		37		1975	6/1/2017
Building Materials	Bessemer	AL		1,514		3,413		—			—			1,514		3,413		4,927		554		2002	6/1/2017
Car Washes	Farmington	NM		634		4,945		—			—			634		4,945		5,579		706		2005	6/6/2017
Car Washes	Farmington	NM		746		2,795		—			—			746		2,795		3,541		399		2013	6/6/2017
Car Washes	Pueblo	CO		898		5,103		—			—			898		5,103		6,001		728		2008	6/6/2017
Restaurants - Quick Service	Soperton	GA		312		443		(56)		(f)	(55)		(f)	256		388		644		88		1992	6/6/2017
Movie Theatres	Kenosha	WI		3,159		3,755		116			—			3,275		3,755		7,030		646		1997	6/8/2017
Entertainment	Visalia	CA		1,320		2,320		—			—			1,320		2,320		3,640		364		1984	6/30/2017
Automotive Service	Knoxville	TN		518		695		—			—			518		695		1,213		132		2008	7/21/2017
Automotive Service	Forest Park	GA		498		850		—			—			498		850		1,348		146		1992	7/21/2017
Automotive Service	Martinez	GA		612		570		—			—			612		570		1,182		124		1992	7/21/2017
Automotive Service	Clarksville	TN		498		633		—			—			498		633		1,131		116		1998	7/21/2017
Automotive Service	Ocala	FL		518		715		—			168			518		883		1,401		137		1989	7/21/2017
Automotive Service	Orlando	FL		456		664		—			178			456		842		1,298		113		1989	7/21/2017
Medical / Dental	Montgomery	AL		477		2,976		—			—			477		2,976		3,453		369		2001	8/7/2017
Restaurants - Quick Service	Algona	IA		150		528		—			—			150		528		678		82		1993	8/10/2017
Car Washes	Buford	GA		1,353		3,693		—			—			1,353		3,693		5,046		553		2010	8/15/2017
Early Childhood Education	Orlando	FL		1,175		4,362		—			—			1,175		4,362		5,537		541		2010	8/25/2017
Automotive Service	Garden City	MI		366		961		—			—			366		961		1,327		138		1984	8/29/2017
Automotive Service	Troy	MI		794		1,389		—			—			794		1,389		2,183		199		1974	8/29/2017
Automotive Service	Burton	MI		188		1,180		—			—			188		1,180		1,368		155		1955	8/29/2017
Medical / Dental	Round Rock	TX		713		6,821		—			—			713		6,821		7,534		790		2016	9/12/2017
Car Washes	Little Rock	AR		685		3,361		—			—			685		3,361		4,046		401		1976	9/12/2017
Car Washes	Bryant	AR		489		2,790		—			—			489		2,790		3,279		328		1997	9/20/2017
Automotive Service	Longwood	FL		887		1,263		—			177			887		1,440		2,327		215		2000	9/25/2017
Car Washes	Anderson	SC		793		4,031		—			—			793		4,031		4,824		504		2008	9/26/2017
Car Washes	Cornelia	GA		470		2,670		—			—			470		2,670		3,140		334		2001	9/26/2017
Car Washes	South Commerce	GA		607		3,072		—			—			607		3,072		3,679		391		2016	9/26/2017
Car Washes	Seneca	SC		255		2,994		—			—			255		2,994		3,249		352		2005	9/26/2017
Restaurants - Quick Service	East Bethel	MN		764		1,353		—			—			764		1,353		2,117		308		1996	9/27/2017
Restaurants - Quick Service	Isanti	MN		1,167		1,859		—			—			1,167		1,859		3,026		353		1989	9/27/2017
Convenience Stores	Braham	MN		289		1,043		—			—			289		1,043		1,332		164		1986	9/27/2017
Restaurants - Quick Service	Grantsburg	WI		640		1,673		—			—			640		1,673		2,313		313		2005	9/27/2017
Health and Fitness	Hobbs	NM		938		1,503		—			—			938		1,503		2,441		235		2016	9/28/2017
Health and Fitness	Florence	KY		868		2,186		—			—			868		2,186		3,054		297		1994	9/28/2017
Automotive Service	Magnolia	TX		1,402		2,480		—			—			1,402		2,480		3,882		406		2017	9/29/2017
Early Childhood Education	Winter Garden	FL		1,169		4,603		—			—			1,169		4,603		5,772		597		2015	9/29/2017
Car Washes	Rogers	AR		763		2,663		—			—			763		2,663		3,426		342		2005	9/29/2017
Car Washes	Shreveport	LA		460		2,615		—			—			460		2,615		3,075		334		2017	9/29/2017
Entertainment	Orlando	FL		2,290		4,377		—			4,500			2,290		8,877		11,167		672		2007	9/29/2017
Medical / Dental	North Lima	OH		112		926		—			—			112		926		1,038		107		1976	10/5/2017
Medical / Dental	West Lafayette	IN		122		397		—			—			122		397		519		51		1976	10/5/2017
Medical / Dental	Salem	OH		92		468		—			—			92		468		560		59		1985	10/5/2017
Medical / Dental	Toledo	OH		448		1,750		—			—			448		1,750		2,198		203		1995	10/5/2017
Medical / Dental	Youngstown	OH		275		702		—			—			275		702		977		98		1971	10/5/2017
Medical / Dental	Madison	OH		387		488		—			—			387		488		875		69		1950	10/5/2017
Medical / Dental	Youngstown	OH		366		1,394		—			—			366		1,394		1,760		186		1995	10/5/2017
Medical / Dental	Penn Yan	NY		132		651		—			—			132		651		783		87		1986	10/5/2017
Medical / Dental	Kent	OH		173		610		—			—			173		610		783		80		1970	10/5/2017
Convenience Stores	Tyler	TX		706		511		—			950			706		1,461		2,167		198		1996	10/16/2017
Entertainment	Hoover	AL		1,403		2,939		—			—			1,403		2,939		4,342		401		2017	10/13/2017

F-6


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition						Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements			Building & Improvements			Land & Improvements		Building & Improvements		Total
Convenience Stores	Farmington	NM		$	332	$	302	$	—		$	—		$	332	$	302	$	634	$	54	1966	11/8/2017
Convenience Stores	Farmington	NM		342		604		—			—			342		604		946		91		1972	11/8/2017
Convenience Stores	Farmington	NM		372		886		—			—			372		886		1,258		146		2013	11/8/2017
Convenience Stores	Aztec	NM		322		685		—			—			322		685		1,007		105		1982	11/8/2017
Convenience Stores	Farmington	NM		282		1,077		—			—			282		1,077		1,359		163		1980	11/8/2017
Convenience Stores	Farmington	NM		503		815		—			—			503		815		1,318		133		1980	11/8/2017
Convenience Stores	Farmington	NM		735		352		—			—			735		352		1,087		71		1982	11/8/2017
Convenience Stores	Ignacio	CO		272		1,047		—			—			272		1,047		1,319		151		1983	11/8/2017
Convenience Stores	Farmington	NM		332		775		—			—			332		775		1,107		126		1985	11/8/2017
Convenience Stores	Farmington	NM		453		1,027		—			—			453		1,027		1,480		180		1990	11/8/2017
Convenience Stores	Kirtland	NM		332		906		—			—			332		906		1,238		139		1980	11/8/2017
Restaurants - Quick Service	Gray	GA		293		374		(55)		(f)	(43)		(f)	238		331		569		59		1992	11/10/2017
Restaurants - Quick Service	Sandersville	GA		283		515		(53)		(f)	(69)		(f)	230		446		676		76		1989	11/10/2017
Restaurants - Quick Service	Barnesville	GA		243		414		(135)		(f)	(205)		(f)	108		209		317		59		1996	11/10/2017
Health and Fitness	Greeley	CO		1,484		4,491		—			—			1,484		4,491		5,975		558		1989	11/16/2017
Restaurants - Quick Service	Hutchinson	KS		194		777		—			—			194		777		971		108		1971	11/16/2017
Medical / Dental	Tyler	TX		985		5,675		—			—			985		5,675		6,660		688		1999	11/17/2017
Medical / Dental	Lindale	TX		394		1,429		—			—			394		1,429		1,823		203		2013	11/17/2017
Convenience Stores	Farmington	NM		554		785		—			—			554		785		1,339		157		1998	11/21/2017
Pet Care Services	Franklin	IN		395		2,319		—			—			395		2,319		2,714		285		2007	12/1/2017
Pet Care Services	Fayetteville	AR		905		1,456		—			—			905		1,456		2,361		203		1979	12/1/2017
Pet Care Services	Greenwood	IN		312		593		—			—			312		593		905		78		1952	12/1/2017
Pet Care Services	Indianapolis	IN		52		416		—			—			52		416		468		48		1954	12/1/2017
Early Childhood Education	Lansdowne	VA		2,167		2,982		—			—			2,167		2,982		5,149		395		2006	12/4/2017
Early Childhood Education	Overland Park	KS		1,189		4,062		—			—			1,189		4,062		5,251		514		2017	12/8/2017
Restaurants - Casual Dining	Bossier City	LA		976		2,347		—			—			976		2,347		3,323		319		1993	12/15/2017
Restaurants - Casual Dining	Augusta	GA		1,663		1,909		—			—			1,663		1,909		3,572		248		1982	12/15/2017
Movie Theatres	Dublin	OH		2,126		10,097		—			—			2,126		10,097		12,223		1,168		1994	12/15/2017
Restaurants - Quick Service	Daleville	AL		127		409		—			—			127		409		536		54		1983	12/19/2017
Restaurants - Quick Service	Roanoke	AL		224		526		—			—			224		526		750		76		1990	12/19/2017
Restaurants - Quick Service	Jasper	AL		370		331		—			—			370		331		701		65		2005	12/19/2017
Restaurants - Quick Service	Alexander City	AL		263		506		—			—			263		506		769		77		2004	12/19/2017
Restaurants - Quick Service	Headland	AL		273		370		—			—			273		370		643		76		2007	12/19/2017
Restaurants - Quick Service	Tallassee	AL		195		302		—			—			195		302		497		51		2008	12/19/2017
Restaurants - Quick Service	Talladega	AL		88		273		—			—			88		273		361		41		1999	12/19/2017
Restaurants - Quick Service	Enterprise	AL		166		380		—			—			166		380		546		56		1974	12/19/2017
Restaurants - Quick Service	Valley	AL		185		302		—			—			185		302		487		49		2004	12/19/2017
Restaurants - Quick Service	Selma	AL		175		409		—			150			175		559		734		59		1996	12/19/2017
Restaurants - Casual Dining	Linthicum	MD		1,691		1,124		—			—			1,691		1,124		2,815		196		2004	12/21/2017
Restaurants - Casual Dining	Pocomoke City	MD		653		849		—			—			653		849		1,502		164		2005	12/21/2017
Restaurants - Casual Dining	D'Iberville	MS		927		623		—			—			927		623		1,550		106		2004	12/21/2017
Restaurants - Casual Dining	Clarksville	TN		861		736		—			—			861		736		1,597		114		2003	12/21/2017
Restaurants - Casual Dining	Scranton	PA		785		755		6			—			791		755		1,546		152		1995	12/21/2017
Restaurants - Casual Dining	Alexander City	AL		511		802		—			—			511		802		1,313		124		2007	12/21/2017
Restaurants - Casual Dining	Columbia	SC		785		500		(338)		(f)	(179)		(f)	447		321		768		80		2003	12/21/2017
Restaurants - Casual Dining	Palm City	FL		672		727		(53)		(f)	(32)		(f)	619		695		1,314		113		2003	12/21/2017
Restaurants - Casual Dining	St Robert	MO		644		755		—			—			644		755		1,399		109		2001	12/21/2017
Automotive Service	Spring	TX		721		932		—			300			721		1,232		1,953		218		2017	12/27/2017
Car Washes	Bentonville	AR		1,306		2,437		—			—			1,306		2,437		3,743		332		2017	12/28/2017
Health and Fitness	Auburn	AL		1,104		2,411		—			—			1,104		2,411		3,515		345		2007	12/29/2017
Health and Fitness	Columbus	GA		2,175		2,540		—			—			2,175		2,540		4,715		398		2005	12/29/2017
Early Childhood Education	Southaven	MS		1,060		1,496		—			124			1,060		1,620		2,680		218		2002	12/29/2017
Restaurants - Quick Service	Saginaw	MI		528		1,086		—			—			528		1,086		1,614		157		2012	1/4/2018
Restaurants - Quick Service	Grand Rapids	MI		299		1,205		—			—			299		1,205		1,504		161		2016	1/4/2018

F-7


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Restaurants - Quick Service	Grand Rapids	MI		$	349	$	1,166	$	—	$	—	$	349	$	1,166	$	1,515	$	141	2013	1/4/2018
Health and Fitness	Wichita	KS		2,594		—		326		4,812		2,920		4,812		7,732		491		2018	1/19/2018
Convenience Stores	Bloomfield	NM		221		784		—		—		221		784		1,005		103		1980	1/24/2018
Early Childhood Education	Trumbull	CT		864		—		206		3,392		1,070		3,392		4,462		238		2018	1/31/2018
Restaurants - Casual Dining	Davenport	IA		57		479		—		—		57		479		536		52		1955	2/8/2018
Restaurants - Casual Dining	Bettendorf	IA		402		1,050		—		—		402		1,050		1,452		123		1975	2/8/2018
Restaurants - Casual Dining	Kewanee	IL		115		432		—		—		115		432		547		55		1993	2/8/2018
Restaurants - Casual Dining	Davenport	IA		459		1,304		—		—		459		1,304		1,763		158		1990	2/8/2018
Restaurants - Casual Dining	Davenport	IA		153		1,268		—		—		153		1,268		1,421		139		1952	2/8/2018
Automotive Service	Roseville	MN		489		1,602		—		—		489		1,602		2,091		191		1971	2/16/2018
Automotive Service	Woodbury	MN		978		2,049		—		—		978		2,049		3,027		253		2000	2/16/2018
Grocery	Burlington	NC		762		1,300		—		—		762		1,300		2,062		174		1992	2/16/2018
Health and Fitness	Aiken	SC		1,063		3,787		—		—		1,063		3,787		4,850		436		1998	3/1/2018
Early Childhood Education	Burlington	CT		432		1,408		—		—		432		1,408		1,840		185		2004	3/9/2018
Early Childhood Education	Canton	CT		730		761		—		—		730		761		1,491		128		1979	3/9/2018
Early Childhood Education	Farmington	CT		278		1,459		—		—		278		1,459		1,737		174		1985	3/9/2018
Early Childhood Education	Dublin	OH		740		2,934		—		—		740		2,934		3,674		349		2008	3/13/2018
Movie Theatres	Shelby	NC		1,826		2,798		—		—		1,826		2,798		4,624		374		2004	3/22/2018
Health and Fitness	Tulsa	OK		2,856		—		88		4,329		2,944		4,329		7,273		370		2018	3/22/2018
Automotive Service	Elk River	MN		433		898		—		—		433		898		1,331		114		1996	3/29/2018
Early Childhood Education	San Antonio	TX		482		1,496		—		—		482		1,496		1,978		169		2007	3/29/2018
Pet Care Services	Cave Creek	AZ		1,789		2,540		—		1,405		1,789		3,945		5,734		310		2008	4/5/2018
Pet Care Services	Maricopa	AZ		1,057		1,057		—		1,520		1,057		2,577		3,634		141		2008	4/5/2018
Early Childhood Education	Byron Center	MI		513		1,591		—		—		513		1,591		2,104		216		2012	4/9/2018
Medical / Dental	Russellville	AR		710		1,297		—		—		710		1,297		2,007		152		2015	4/20/2018
Car Washes	Bel Air	MD		321		3,120		—		—		321		3,120		3,441		365		2016	4/26/2018
Automotive Service	Apex	NC		229		428		—		—		229		428		657		57		2000	5/1/2018
Automotive Service	Holly Springs	NC		308		1,283		—		—		308		1,283		1,591		145		2003	5/1/2018
Automotive Service	Fuquay Varina	NC		487		318		—		—		487		318		805		59		2008	5/1/2018
Movie Theatres	Decatur	AL		1,491		4,350		—		—		1,491		4,350		5,841		556		2013	5/10/2018
Automotive Service	North Canton	OH		481		982		—		—		481		982		1,463		119		1960	5/17/2018
Automotive Service	Clinton Township	MI		1,179		688		—		—		1,179		688		1,867		168		1983	5/17/2018
Automotive Service	Baltimore	MD		206		1,709		—		—		206		1,709		1,915		165		1952	5/17/2018
Convenience Stores	Sartell	MN		988		607		—		—		988		607		1,595		156		2013	5/17/2018
Convenience Stores	St. Augusta	MN		473		1,111		—		—		473		1,111		1,584		171		1978	5/17/2018
Convenience Stores	Rice	MN		782		1,461		14		104		796		1,565		2,361		275		2005	5/17/2018
Convenience Stores	Pine City	MN		792		1,173		—		—		792		1,173		1,965		226		1967	5/17/2018
Convenience Stores	Cambridge	MN		1,008		2,161		—		—		1,008		2,161		3,169		357		2007	5/17/2018
Pet Care Services	Lakewood Ranch	FL		442		—		1,054		2,677		1,496		2,677		4,173		331		2019	5/24/2018
Other Services	Erwin	TN		713		1,484		—		—		713		1,484		2,197		173		1981	6/1/2018
Other Services	Sparta	NC		713		1,942		—		—		713		1,942		2,655		251		1973	6/1/2018
Other Services	Kingsport	TN		1,220		3,143		—		—		1,220		3,143		4,363		419		1979	6/1/2018
Other Services	Cleveland	TN		673		1,083		—		—		673		1,083		1,756		132		1975	6/1/2018
Other Services	Cleveland	TN		615		2,938		—		—		615		2,938		3,553		289		1964	6/1/2018
Other Services	Castlewood	VA		1,259		1,786		—		—		1,259		1,786		3,045		251		1991	6/1/2018
Other Services	Covington	GA		849		3,309		—		—		849		3,309		4,158		392		1991	6/1/2018
Other Services	Harlem	GA		703		1,610		—		—		703		1,610		2,313		191		1895	6/1/2018
Other Services	London	KY		937		2,391		—		—		937		2,391		3,328		305		1999	6/1/2018
Other Services	Elizabethton	TN		254		517		—		—		254		517		771		82		2010	6/1/2018
Other Services	Elizabethton	TN		488		849		—		—		488		849		1,337		102		1996	6/1/2018
Other Services	Mountain City	TN		78		176		—		—		78		176		254		21		1936	6/1/2018
Convenience Stores	Mosinee	WI		260		509		—		—		260		509		769		87		1994	6/15/2018
Convenience Stores	Wausau	WI		311		372		—		—		311		372		683		79		1995	6/15/2018
Convenience Stores	Wausau	WI		402		1,470		—		—		402		1,470		1,872		182		1995	6/15/2018

F-8


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Convenience Stores	Wausau	WI		$	502	$	361	$	—	$	—	$	502	$	361	$	863	$	109	1989	6/15/2018
Convenience Stores	Wausau	WI		412		445		—		—		412		445		857		98		1991	6/15/2018
Convenience Stores	Prentice	WI		1,164		753		—		—		1,164		753		1,917		319		1989	6/15/2018
Convenience Stores	Rothschild	WI		703		760		—		—		703		760		1,463		157		1985	6/15/2018
Convenience Stores	Phillips	WI		191		722		—		—		191		722		913		101		1970	6/15/2018
Convenience Stores	Pound	WI		321		478		—		—		321		478		799		113		1983	6/15/2018
Convenience Stores	Gillett	WI		241		591		—		—		241		591		832		104		1990	6/15/2018
Convenience Stores	Tigerton	WI		954		1,014		—		—		954		1,014		1,968		283		1998	6/15/2018
Convenience Stores	Stevens Point	WI		1,054		522		—		—		1,054		522		1,576		186		1993	6/15/2018
Convenience Stores	Merrill	WI		1,857		1,305		—		—		1,857		1,305		3,162		431		1996	6/15/2018
Convenience Stores	Tomahawk	WI		683		1,008		—		—		683		1,008		1,691		229		1992	6/15/2018
Convenience Stores	Marathon	WI		261		1,244		—		—		261		1,244		1,505		157		1987	6/15/2018
Convenience Stores	Edgar	WI		502		949		—		—		502		949		1,451		176		1984	6/15/2018
Convenience Stores	Plover	WI		1,275		883		—		—		1,275		883		2,158		214		2006	6/15/2018
Convenience Stores	Hatley	WI		783		851		—		—		783		851		1,634		206		1997	6/15/2018
Convenience Stores	Minoqua	WI		371		412		—		—		371		412		783		102		1984	6/15/2018
Convenience Stores	Wittenberg	WI		1,405		1,305		—		—		1,405		1,305		2,710		393		1999	6/15/2018
Convenience Stores	Rudolph	WI		412		840		—		—		412		840		1,252		147		1992	6/15/2018
Convenience Stores	Mountain	WI		371		663		—		—		371		663		1,034		136		1998	6/15/2018
Convenience Stores	Park Falls	WI		392		1,164		—		—		392		1,164		1,556		181		1984	6/15/2018
Convenience Stores	Weston	WI		622		843		—		—		622		843		1,465		167		1993	6/15/2018
Early Childhood Education	Surprise	AZ		1,546		1,736		—		21		1,546		1,757		3,303		207		2008	6/21/2018
Car Washes	Fayetteville	AR		676		2,404		—		—		676		2,404		3,080		259		2018	6/21/2018
Early Childhood Education	Malvern	PA		701		2,084		—		—		701		2,084		2,785		255		2006	6/28/2018
Early Childhood Education	Frazer	PA		730		2,276		—		—		730		2,276		3,006		267		1998	6/28/2018
Early Childhood Education	Glen Mills	PA		3,938		3,246		—		—		3,938		3,246		7,184		525		1992	6/28/2018
Early Childhood Education	Erial	NJ		740		1,546		—		—		740		1,546		2,286		172		2000	6/28/2018
Early Childhood Education	Exton	PA		442		2,007		—		—		442		2,007		2,449		217		2000	6/28/2018
Early Childhood Education	Voorhees	NJ		509		1,892		—		—		509		1,892		2,401		215		2002	6/28/2018
Early Childhood Education	Royersford	PA		259		1,892		—		—		259		1,892		2,151		195		2002	6/28/2018
Early Childhood Education	West Norriton	PA		557		1,998		—		—		557		1,998		2,555		220		2003	6/28/2018
Early Childhood Education	King of Prussia	PA		490		2,171		—		—		490		2,171		2,661		224		2004	6/28/2018
Early Childhood Education	Downingtown	PA		605		2,219		—		—		605		2,219		2,824		242		2007	6/28/2018
Early Childhood Education	Collegeville	PA		423		1,940		—		—		423		1,940		2,363		206		2008	6/28/2018
Early Childhood Education	Phoenixville	PA		1,431		4,466		—		—		1,431		4,466		5,897		513		2010	6/28/2018
Early Childhood Education	Blue Bell	PA		788		3,218		—		—		788		3,218		4,006		334		1967	6/28/2018
Medical / Dental	Mountain Grove	MO		113		527		—		—		113		527		640		63		2012	6/28/2018
Medical / Dental	Harrison	AR		144		835		—		—		144		835		979		88		2006	6/28/2018
Medical / Dental	Jonesboro	AR		329		1,021		—		—		329		1,021		1,350		111		2005	6/28/2018
Medical / Dental	El Dorado	AR		93		228		—		—		93		228		321		25		2000	6/28/2018
Medical / Dental	Berryville	AR		62		120		—		—		62		120		182		18		2000	6/28/2018
Medical / Dental	Batesville	AR		237		1,139		—		—		237		1,139		1,376		131		2017	6/28/2018
Health and Fitness	Salisbury	MA		1,169		14,584		1,331		2,846		2,500		17,430		19,930		1,422		2004	6/29/2018
Health and Fitness	Peabody	MA		3,497		6,523		—		90		3,497		6,613		10,110		653		2009	6/29/2018
Health and Fitness	Methuen	MA		4,544		5,179		—		—		4,544		5,179		9,723		624		2002	6/29/2018
Health and Fitness	Moncks Corner	SC		978		1,439		—		—		978		1,439		2,417		205		2002	6/29/2018
Medical / Dental	Brownsville	TX		172		1,683		—		—		172		1,683		1,855		162		2008	7/13/2018
Pet Care Services	Mesa	AZ		1,329		1,531		—		55		1,329		1,586		2,915		172		1990	7/13/2018
Pet Care Services	Chandler	AZ		1,775		3,033		—		55		1,775		3,088		4,863		339		2002	7/13/2018
Pet Care Services	Green Valley	AZ		913		2,454		—		55		913		2,509		3,422		260		2015	7/13/2018
Restaurants - Quick Service	Brownsville	KY		297		1,024		—		—		297		1,024		1,321		123		1990	7/18/2018
Car Washes	Athen	GA		1,011		2,536		—		600		1,011		3,136		4,147		371		2006	7/26/2018
Car Washes	Winder	GA		683		2,027		—		—		683		2,027		2,710		255		2008	7/26/2018
Car Washes	Decatur	GA		703		3,031		—		—		703		3,031		3,734		330		1967	7/26/2018

F-9


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Car Washes	Decatur	GA		$	828	$	2,029	$	—	$	—	$	828	$	2,029	$	2,857	$	259	2007	7/26/2018
Car Washes	Duluth	GA		1,261		2,187		—		—		1,261		2,187		3,448		264		2006	7/26/2018
Restaurants - Quick Service	Fort Oglethorpe	GA		1,283		1,045		—		—		1,283		1,045		2,328		120		2001	8/8/2018
Restaurants - Quick Service	Ringgold	GA		387		1,406		—		—		387		1,406		1,793		167		2015	8/8/2018
Restaurants - Quick Service	Chattanooga	TN		—		—		—		—		—		—		—		—		2009	8/8/2018
Restaurants - Quick Service	Chattanooga	TN		—		—		—		—		—		—		—		—		2004	8/8/2018
Restaurants - Quick Service	Chattanooga	TN		1,497		1,161		—		—		1,497		1,161		2,658		132		2012	8/8/2018
Restaurants - Quick Service	Dayton	TN		468		1,283		—		—		468		1,283		1,751		156		2016	8/8/2018
Restaurants - Quick Service	Ooltewah	TN		1,079		1,262		—		—		1,079		1,262		2,341		141		2003	8/8/2018
Restaurants - Quick Service	Soddy Daisy	TN		—		—		—		—		—		—		—		—		2006	8/8/2018
Automotive Service	Oklahoma City	OK		152		596		—		—		152		596		748		67		1980	8/9/2018
Automotive Service	Midwest City	OK		253		495		—		—		253		495		748		70		1995	8/9/2018
Automotive Service	Del City	OK		364		384		—		—		364		384		748		68		1985	8/9/2018
Automotive Service	Midwest City	OK		172		526		—		—		172		526		698		61		1980	8/9/2018
Early Childhood Education	Eden Prairie	MN		1,264		1,651		—		—		1,264		1,651		2,915		226		1995	8/10/2018
Restaurants - Quick Service	Blytheville	AR		—		—		—		—		—		—		—		—		2007	8/22/2018
Restaurants - Quick Service	Paragould	AR		744		784		—		—		744		784		1,528		95		2008	8/22/2018
Restaurants - Quick Service	Van Buren	AR		642		946		—		—		642		946		1,588		113		2008	8/22/2018
Convenience Stores	Seguin	TX		—		—		—		—		—		—		—		—		1974	9/4/2018
Convenience Stores	Burleson	TX		—		—		—		—		—		—		—		—		1985	9/4/2018
Convenience Stores	Winfield	TX		—		—		—		—		—		—		—		—		1979	9/4/2018
Automotive Service	Pontiac	MI		445		1,077		—		—		445		1,077		1,522		136		1978	9/7/2018
Restaurants - Quick Service	San Angelo	TX		161		806		—		—		161		806		967		88		1978	9/12/2018
Health and Fitness	Springfield	OR		2,024		2,468		—		—		2,024		2,468		4,492		331		1999	9/13/2018
Health and Fitness	Eugene	OR		1,046		2,986		—		—		1,046		2,986		4,032		290		1980	9/13/2018
Early Childhood Education	San Antonio	TX		617		2,258		—		—		617		2,258		2,875		237		2008	9/14/2018
Early Childhood Education	Colleyville	TX		695		1,022		—		423		695		1,445		2,140		122		1997	9/18/2018
Restaurants - Quick Service	Marion	AR		—		—		—		—		—		—		—		—		2007	9/21/2018
Entertainment	Metairie	LA		1,323		2,143		—		—		1,323		2,143		3,466		252		2016	9/21/2018
Restaurants - Quick Service	Montrose	CO		698		1,036		—		—		698		1,036		1,734		128		2000	9/25/2018
Restaurants - Family Dining	Augusta	GA		825		894		—		—		825		894		1,719		99		1968	9/25/2018
Restaurants - Family Dining	Macon	GA		648		992		—		—		648		992		1,640		111		1983	9/25/2018
Restaurants - Family Dining	Macon	GA		923		972		—		—		923		972		1,895		131		1972	9/25/2018
Restaurants - Quick Service	Fairbanks	AK		438		1,524		—		—		438		1,524		1,962		180		1971	9/27/2018
Restaurants - Quick Service	Fairbanks	AK		687		1,633		5		177		692		1,810		2,502		201		2006	9/27/2018
Medical / Dental	Abilene	TX		336		1,959		—		—		336		1,959		2,295		203		2006	9/27/2018
Automotive Service	Bremen	IN		221		1,284		—		—		221		1,284		1,505		124		1970	9/28/2018
Car Washes	Springdale	AR		1,405		3,139		—		—		1,405		3,139		4,544		342		2018	9/28/2018
Restaurants - Quick Service	Andalusia	AL		384		727		—		—		384		727		1,111		89		1988	9/28/2018
Medical / Dental	Forrest City	AR		143		608		—		—		143		608		751		68		2007	9/28/2018
Early Childhood Education	Ashburn	VA		898		671		—		—		898		671		1,569		81		2001	9/28/2018
Restaurants - Quick Service	North Richard Hills	TX		875		1,113		—		—		875		1,113		1,988		151		2017	9/28/2018
Restaurants - Quick Service	Grapevine	TX		775		904		—		—		775		904		1,679		126		2016	9/28/2018
Restaurants - Quick Service	St Augustine	FL		917		1,964		—		—		917		1,964		2,881		210		2010	9/28/2018
Early Childhood Education	Fleming Island	FL		872		2,523		—		—		872		2,523		3,395		237		2006	9/28/2018
Restaurants - Quick Service	Hot Springs	AR		240		899		—		—		240		899		1,139		91		1979	10/4/2018
Health and Fitness	Tucson	AZ		4,227		—		140		4,264		4,367		4,264		8,631		239		2019	10/10/2018
Restaurants - Quick Service	Countryside	IL		727		1,302		—		—		727		1,302		2,029		138		2013	10/26/2018
Medical / Dental	Midland	TX		298		1,760		—		—		298		1,760		2,058		155		1993	10/31/2018
Convenience Stores	Tucson	AZ		977		827		—		—		977		827		1,804		156		1985	11/7/2018
Convenience Stores	Phoenix	AZ		1,037		429		—		—		1,037		429		1,466		68		1987	11/7/2018
Convenience Stores	Centralia	WA		568		509		—		—		568		509		1,077		91		1976	11/7/2018
Medical / Dental	Montgomery	AL		454		1,528		—		—		454		1,528		1,982		156		2004	11/7/2018
Medical / Dental	Prattville	AL		237		857		—		—		237		857		1,094		86		2012	11/7/2018

F-10


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition						Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements			Building & Improvements			Land & Improvements		Building & Improvements		Total
Convenience Stores	Duncanville	TX		$	—	$	—	$	—		$	—		$	—	$	—	$	—	$	—	1980	11/8/2018
Restaurants - Quick Service	Pembroke	NY		577		898		—			—			577		898		1,475		133		2017	11/28/2018
Medical / Dental	Fort Worth	TX		466		845		—			—			466		845		1,311		92		1997	11/30/2018
Medical / Dental	Arlington	TX		546		649		—			—			546		649		1,195		81		1999	11/30/2018
Medical / Dental	Burleson	TX		61		1,091		—			—			61		1,091		1,152		85		1942	11/30/2018
Medical / Dental	Dallas	TX		1,813		3,606		—			—			1,813		3,606		5,419		314		1979	11/30/2018
Early Childhood Education	Olive Branch	MS		1,027		1,050		—			—			1,027		1,050		2,077		160		2009	12/5/2018
Early Childhood Education	Manchester	CT		915		939		—			1,805			915		2,744		3,659		341		1977	12/7/2018
Early Childhood Education	Macon	GA		538		1,067		—			—			538		1,067		1,605		130		2007	12/14/2018
Early Childhood Education	Macon	GA		508		1,067		—			—			508		1,067		1,575		115		2008	12/14/2018
Entertainment	Andover	MN		898		1,208		—			—			898		1,208		2,106		134		2005	12/12/2018
Entertainment	Rochester	MN		379		968		—			—			379		968		1,347		89		1958	12/12/2018
Entertainment	South St. Paul	MN		1,008		928		—			—			1,008		928		1,936		115		1978	12/12/2018
Entertainment	Mounds View	MN		1,986		3,264		—			—			1,986		3,264		5,250		344		1967	12/12/2018
Entertainment	St. Paul Park	MN		529		1,058		—			—			529		1,058		1,587		117		1959	12/12/2018
Entertainment	Oakdale	MN		2,136		5,699		—			—			2,136		5,699		7,835		548		2009	12/12/2018
Entertainment	Monticello	MN		1,527		3,414		—			—			1,527		3,414		4,941		411		2007	12/12/2018
Entertainment	St. Paul	MN		1,218		1,407		—			—			1,218		1,407		2,625		146		1955	12/12/2018
Entertainment	Ramsey	MN		609		749		—			—			609		749		1,358		119		1988	12/12/2018
Health and Fitness	Winston Salem	NC		986		1,205		688		(f)	(90)		(f)	1,674		1,115		2,789		96		1972	12/19/2018
Automotive Service	Denton	TX		1,278		1,582		—			—			1,278		1,582		2,860		194		1982	12/20/2018
Car Washes	Dubuque	IA		990		2,121		—			—			990		2,121		3,111		218		1992	12/20/2018
Car Washes	Davenport	IA		757		2,394		—			—			757		2,394		3,151		237		1990	12/20/2018
Car Washes	Rock Island	IL		1,030		2,949		—			—			1,030		2,949		3,979		293		1996	12/20/2018
Pet Care Services	Georgetown	TX		753		—		826			3,630			1,579		3,630		5,209		195		2020	12/21/2018
Pet Care Services	Middleburg	FL		803		—		1,842			2,384			2,645		2,384		5,029		350		2020	12/21/2018
Early Childhood Education	Arlington	TX		1,296		3,239		—			—			1,296		3,239		4,535		310		1989	12/27/2018
Home Furnishings	Kansas City	MO		273		4,683		—			—			273		4,683		4,956		384		2007	12/28/2018
Restaurants - Casual Dining	Flint	MI		619		274		—			—			619		274		893		57		1975	1/2/2019
Restaurants - Casual Dining	Saginaw	MI		335		294		—			—			335		294		629		51		1967	1/2/2019
Restaurants - Quick Service	Alexandria	LA		271		953		—			—			271		953		1,224		94		1985	1/10/2019
Restaurants - Quick Service	Leesville	LA		140		812		—			—			140		812		952		79		1983	1/10/2019
Restaurants - Quick Service	Griffin	GA		923		1,103		—			—			923		1,103		2,026		115		1983	1/10/2019
Car Washes	Springdale	AR		1,032		2,325		—			—			1,032		2,325		3,357		246		2018	1/10/2019
Entertainment	Nampa	ID		886		2,768		—			—			886		2,768		3,654		239		2008	1/17/2019
Medical / Dental	West Memphis	AR		247		543		—			—			247		543		790		61		2007	1/22/2019
Early Childhood Education	Gilbert	AZ		1,074		—		632			3,641			1,706		3,641		5,347		233		2020	1/29/2019
Pet Care Services	Denham Springs	LA		485		701		—			—			485		701		1,186		76		2007	1/31/2019
Medical / Dental	Little Rock	AR		770		1,562		—			—			770		1,562		2,332		141		2004	1/31/2019
Medical / Dental	Bryant	AR		460		1,519		—			—			460		1,519		1,979		132		2014	1/31/2019
Restaurants - Quick Service	Ruston	LA		544		1,399		—			—			544		1,399		1,943		144		2016	2/14/2019
Restaurants - Quick Service	El Dorado	AR		661		1,448		—			—			661		1,448		2,109		157		2017	2/14/2019
Restaurants - Quick Service	Percival	IA		578		1,252		—			—			578		1,252		1,830		143		2004	2/15/2019
Early Childhood Education	Garner	NC		378		1,962		—			—			378		1,962		2,340		166		2007	2/28/2019
Restaurants - Casual Dining	Wilder	KY		317		1,169		—			—			317		1,169		1,486		98		2010	2/28/2019
Medical / Dental	Meridian	MS		886		5,947		—			—			886		5,947		6,833		464		2006	3/8/2019
Health and Fitness	Abilene	TX		1,326		2,478		—			144			1,326		2,622		3,948		264		1974	3/8/2019
Early Childhood Education	St. Augustine	FL		183		1,436		—			—			183		1,436		1,619		119		2016	3/8/2019
Early Childhood Education	St. Augustine	FL		611		2,149		—			—			611		2,149		2,760		189		2006	3/8/2019
Early Childhood Education	St. Augustine	FL		1,385		2,108		—			—			1,385		2,108		3,493		225		1981	3/8/2019
Health and Fitness	Las Vegas	NV		491		2,543		—			—			491		2,543		3,034		208		1970	3/13/2019
Automotive Service	St. Augusta	MN		518		1,057		—			—			518		1,057		1,575		123		1991	3/13/2019
Pet Care Services	Carbondale	IL		605		713		—			—			605		713		1,318		96		1986	3/29/2019
Pet Care Services	Energy	IL		313		254		—			—			313		254		567		30		1995	3/29/2019

F-11


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Pet Care Services	Crete	NE		$	381	$	332	$	—	$	—	$	381	$	332	$	713	$	59	1967	3/29/2019
Pet Care Services	Ballwin	MO		537		752		—		—		537		752		1,289		74		1986	3/29/2019
Pet Care Services	Pea Ridge	AR		518		654		—		—		518		654		1,172		72		1996	3/29/2019
Pet Care Services	Norman	OK		225		283		—		—		225		283		508		50		1993	3/29/2019
Pet Care Services	Martinsville	IN		88		664		—		—		88		664		752		51		1989	3/29/2019
Pet Care Services	Carbondale	IL		557		537		—		—		557		537		1,094		86		1976	3/29/2019
Pet Care Services	Nashville	IN		146		703		—		—		146		703		849		61		1970	3/29/2019
Entertainment	Monroeville	PA		823		2,028		—		—		823		2,028		2,851		219		2016	3/29/2019
Early Childhood Education	Stockbridge	GA		645		1,345		—		—		645		1,345		1,990		122		2004	3/29/2019
Entertainment	Huntersville	NC		4,087		9,719		—		—		4,087		9,719		13,806		789		1996	3/29/2019
Entertainment	Greensboro	NC		2,593		8,381		—		—		2,593		8,381		10,974		701		1988	3/29/2019
Medical / Dental	Tuscaloosa	AL		262		1,682		—		—		262		1,682		1,944		129		1991	3/29/2019
Early Childhood Education	Duluth	GA		843		2,538		—		150		843		2,688		3,531		217		1994	3/29/2019
Medical / Dental	Indianapolis	IN		509		3,504		—		—		509		3,504		4,013		264		2016	3/29/2019
Medical / Dental	Fort Wayne	IN		4,006		—		397		2,694		4,403		2,694		7,097		133		2020	3/29/2019
Restaurants - Quick Service	Woodstock	GA		435		932		—		—		435		932		1,367		81		1990	4/5/2019
Restaurants - Quick Service	Commerce	GA		435		851		—		—		435		851		1,286		74		1990	4/5/2019
Health and Fitness	Norman	OK		730		2,937		—		559		730		3,496		4,226		305		2018	4/17/2019
Early Childhood Education	Alpharetta	GA		835		865		—		400		835		1,265		2,100		88		1999	4/30/2019
Early Childhood Education	Johns Creek	GA		1,137		744		—		—		1,137		744		1,881		91		2004	4/30/2019
Medical / Dental	Tyler	TX		365		477		—		—		365		477		842		37		1940	5/15/2019
Medical / Dental	Groesbeck	TX		142		406		—		—		142		406		548		33		2005	5/15/2019
Medical / Dental	Greenville	TX		172		609		—		—		172		609		781		52		1985	5/15/2019
Medical / Dental	Marshall	TX		487		1,167		—		—		487		1,167		1,654		87		1969	5/15/2019
Pet Care Services	Prescott	AZ		223		1,277		—		—		223		1,277		1,500		95		1990	5/24/2019
Entertainment	Trussville	AL		4,403		5,693		—		—		4,403		5,693		10,096		494		2002	5/30/2019
Early Childhood Education	Coral Springs	FL		1,939		2,639		—		—		1,939		2,639		4,578		237		2004	5/31/2019
Convenience Stores	New Lexington	OH		595		832		—		—		595		832		1,427		110		1997	6/6/2019
Convenience Stores	Waterford	PA		467		383		—		—		467		383		850		80		1996	6/6/2019
Convenience Stores	Creston	OH		596		630		—		—		596		630		1,226		75		1997	6/6/2019
Convenience Stores	Alexandria	KY		425		502		—		—		425		502		927		84		1998	6/6/2019
Convenience Stores	Richmond	KY		1,132		357		—		—		1,132		357		1,489		90		1998	6/6/2019
Convenience Stores	Canton	OH		782		392		—		—		782		392		1,174		94		1998	6/6/2019
Convenience Stores	Wooster	OH		516		862		—		—		516		862		1,378		114		1998	6/6/2019
Convenience Stores	Louisville	KY		571		395		—		—		571		395		966		75		1998	6/6/2019
Convenience Stores	Fairfield	OH		426		305		—		—		426		305		731		64		1999	6/6/2019
Convenience Stores	Nicholasville	KY		864		264		—		—		864		264		1,128		63		1999	6/6/2019
Convenience Stores	Louisville	KY		634		772		—		—		634		772		1,406		98		1998	6/6/2019
Convenience Stores	Paris	KY		965		538		—		—		965		538		1,503		91		1998	6/6/2019
Convenience Stores	Fairborn	OH		553		386		—		—		553		386		939		73		1998	6/6/2019
Convenience Stores	Eastlake	OH		804		861		—		—		804		861		1,665		136		1998	6/6/2019
Convenience Stores	Beavercreek	OH		1,066		574		—		—		1,066		574		1,640		132		1999	6/6/2019
Convenience Stores	Milford	OH		675		738		—		—		675		738		1,413		120		1998	6/6/2019
Convenience Stores	Louisville	KY		883		402		—		—		883		402		1,285		86		1998	6/6/2019
Convenience Stores	Wauseon	OH		722		381		—		—		722		381		1,103		86		1998	6/6/2019
Convenience Stores	Milan	OH		585		770		—		—		585		770		1,355		123		1999	6/6/2019
Convenience Stores	Canton	OH		565		767		—		—		565		767		1,332		106		1999	6/6/2019
Convenience Stores	Mount Sterling	KY		721		383		—		—		721		383		1,104		61		1998	6/6/2019
Convenience Stores	Lorain	OH		696		854		—		—		696		854		1,550		143		1999	6/6/2019
Convenience Stores	Fairdale	KY		683		711		—		—		683		711		1,394		116		1999	6/6/2019
Convenience Stores	South Bloomfield	OH		1,381		894		—		—		1,381		894		2,275		234		1999	6/6/2019
Convenience Stores	Newtown	OH		373		346		—		—		373		346		719		55		1999	6/6/2019
Convenience Stores	Hudson	OH		1,270		670		—		—		1,270		670		1,940		161		1999	6/6/2019
Convenience Stores	Seymour	IN		840		838		—		—		840		838		1,678		149		1999	6/6/2019

F-12


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition						Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements			Building & Improvements			Land & Improvements		Building & Improvements		Total
Convenience Stores	Powell	OH		$	841	$	503	$	—		$	—		$	841	$	503	$	1,344	$	97	1996	6/6/2019
Convenience Stores	Avon	OH		561		392		—			—			561		392		953		59		1999	6/6/2019
Convenience Stores	Columbus	OH		644		702		—			—			644		702		1,346		121		1999	6/6/2019
Convenience Stores	Louisville	KY		1,119		450		—			—			1,119		450		1,569		104		1999	6/6/2019
Convenience Stores	Bedford	OH		655		619		—			—			655		619		1,274		98		1999	6/6/2019
Convenience Stores	Elizabethtown	KY		1,446		856		—			—			1,446		856		2,302		166		1999	6/6/2019
Convenience Stores	Parma	OH		884		903		—			—			884		903		1,787		127		2001	6/6/2019
Restaurants - Casual Dining	Warren	MI		983		1,685		—			—			983		1,685		2,668		171		1969	6/7/2019
Restaurants - Casual Dining	Detroit	MI		572		923		—			—			572		923		1,495		84		1948	6/7/2019
Restaurants - Casual Dining	Dearborn	MI		702		2,397		—			—			702		2,397		3,099		176		1992	6/7/2019
Restaurants - Casual Dining	Farmington Hills	MI		883		2,337		—			—			883		2,337		3,220		200		1964	6/7/2019
Restaurants - Casual Dining	Livonia	MI		943		1,725		—			—			943		1,725		2,668		162		1974	6/7/2019
Restaurants - Quick Service	Albion	NY		600		1,089		—			—			600		1,089		1,689		99		1968	6/12/2019
Medical / Dental	Huntsville	TX		277		503		—			—			277		503		780		45		2003	6/13/2019
Medical / Dental	Longview	TX		257		452		—			—			257		452		709		33		1998	6/13/2019
Convenience Stores	Deming	NM		384		676		(177)		(f)	(315)		(f)	207		361		568		61		1990	6/21/2019
Restaurants - Casual Dining	Danville	IL		553		1,619		—			—			553		1,619		2,172		142		1991	6/26/2019
Restaurants - Casual Dining	New Philadelphia	OH		1,116		2,001		—			—			1,116		2,001		3,117		166		1991	6/26/2019
Restaurants - Casual Dining	Bristol	VA		1,136		1,991		—			—			1,136		1,991		3,127		162		2005	6/26/2019
Early Childhood Education	Olympia	WA		377		1,569		—			—			377		1,569		1,946		125		2002	6/27/2019
Early Childhood Education	Tumwater	WA		665		1,003		—			—			665		1,003		1,668		76		1997	6/27/2019
Early Childhood Education	Klamath Falls	OR		447		1,202		—			—			447		1,202		1,649		99		2010	6/27/2019
Early Childhood Education	Gig Harbor	WA		546		665		—			—			546		665		1,211		55		1990	6/27/2019
Early Childhood Education	Olympia	WA		477		566		—			—			477		566		1,043		56		1984	6/27/2019
Early Childhood Education	Tacoma	WA		427		1,410		—			—			427		1,410		1,837		115		1987	6/27/2019
Early Childhood Education	Olympia	WA		218		506		—			—			218		506		724		47		1924	6/27/2019
Restaurants - Casual Dining	Cadillac	MI		41		1,627		—			—			41		1,627		1,668		102		1906	6/27/2019
Restaurants - Casual Dining	Alden	MI		102		671		—			—			102		671		773		47		1952	6/27/2019
Medical / Dental	Highland	AR		182		1,060		—			—			182		1,060		1,242		87		2008	6/27/2019
Restaurants - Family Dining	Kelso	WA		804		1,846		—			—			804		1,846		2,650		166		1982	6/27/2019
Restaurants - Family Dining	Port Orchard	WA		983		2,015		—			—			983		2,015		2,998		184		1999	6/27/2019
Restaurants - Family Dining	Milwaukee	WI		1,526		2,365		—			—			1,526		2,365		3,891		229		2018	6/28/2019
Restaurants - Quick Service	Sisseton	SD		70		259		—			—			70		259		329		25		1984	6/28/2019
Restaurants - Quick Service	Knoxville	IA		199		528		—			—			199		528		727		53		1972	6/28/2019
Restaurants - Quick Service	Centerville	IA		259		538		—			—			259		538		797		57		1975	6/28/2019
Pet Care Services	Lancaster	SC		554		1,017		—			—			554		1,017		1,571		91		1994	6/28/2019
Convenience Stores	Yuma	CO		430		990		—			—			430		990		1,420		91		1977	6/28/2019
Car Washes	Sioux Falls	SD		757		2,519		—			—			757		2,519		3,276		190		2006	6/28/2019
Car Washes	Sioux Falls	SD		627		1,852		—			—			627		1,852		2,479		153		2015	6/28/2019
Car Washes	Sioux Falls	SD		1,225		2,678		—			—			1,225		2,678		3,903		211		2017	6/28/2019
Car Washes	Sioux Falls	SD		1,484		2,768		—			—			1,484		2,768		4,252		213		2017	6/28/2019
Medical / Dental	Amarillo	TX		396		2,588		—			—			396		2,588		2,984		178		1994	6/28/2019
Early Childhood Education	Nashville	TN		1,326		1,945		—			—			1,326		1,945		3,271		226		1996	7/5/2019
Early Childhood Education	Myrtle Beach	SC		319		532		—			635			319		1,167		1,486		56		1999	7/5/2019
Health and Fitness	Champaign	IL		1,133		2,226		—			2,150			1,133		4,376		5,509		292		1986	7/11/2019
Convenience Stores	Mountain View	AR		438		2,678		—			—			438		2,678		3,116		204		1999	7/16/2019
Convenience Stores	Marshall	AR		856		2,011		—			—			856		2,011		2,867		190		2012	7/16/2019
Restaurants - Quick Service	Cabot	AR		479		1,189		—			—			479		1,189		1,668		101		2008	7/31/2019
Restaurants - Quick Service	Searcy	AR		359		1,150		—			—			359		1,150		1,509		92		2008	7/31/2019
Restaurants - Quick Service	Conway	AR		528		1,045		—			—			528		1,045		1,573		84		2009	7/31/2019
Medical / Dental	Amarillo	TX		1,309		6,791		—			—			1,309		6,791		8,100		461		1994	7/31/2019
Restaurants - Quick Service	Owosso	MI		693		732		—			—			693		732		1,425		66		1998	8/15/2019
Restaurants - Quick Service	Stevensville	MI		655		712		(145)		(f)	(154)		(f)	510		558		1,068		58		1981	8/15/2019
Early Childhood Education	Schaumburg	IL		866		—		590			3,394			1,456		3,394		4,850		52		2022	8/30/2019

F-13


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition					Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements			Building & Improvements		Land & Improvements		Building & Improvements		Total
Restaurants - Quick Service	Cloverdale	IN		$	226	$	288	$	—		$	420	$	226	$	708	$	934	$	93	1996	9/3/2019
Restaurants - Quick Service	Port Huron	MI		784		746		—			—		784		746		1,530		66		1973	9/5/2019
Restaurants - Quick Service	Cedar Springs	MI		671		1,369		—			—		671		1,369		2,040		95		2000	9/5/2019
Health and Fitness	Gainesville	FL		1,312		2,488		—			2,398		1,312		4,886		6,198		289		1983	9/6/2019
Restaurants - Quick Service	Louisville	MS		155		680		—			—		155		680		835		53		2018	9/13/2019
Restaurants - Quick Service	Macon	MS		330		340		—			—		330		340		670		35		1992	9/13/2019
Restaurants - Quick Service	Ruleville	MS		196		422		—			—		196		422		618		44		2017	9/13/2019
Restaurants - Quick Service	Quitman	MS		309		237		—			—		309		237		546		33		1978	9/13/2019
Restaurants - Quick Service	Philadelphia	MS		330		371		—			—		330		371		701		51		2003	9/13/2019
Restaurants - Quick Service	Prentiss	MS		350		350		—			—		350		350		700		42		1978	9/13/2019
Restaurants - Quick Service	Aston	PA		440		522		—			—		440		522		962		55		1963	9/13/2019
Restaurants - Quick Service	Essex	MD		338		624		—			—		338		624		962		54		2002	9/13/2019
Pet Care Services	Kittrell	NC		303		394		—			—		303		394		697		48		2014	9/19/2019
Convenience Stores	Gassville	AR		1,178		673		—			—		1,178		673		1,851		163		1999	9/20/2019
Convenience Stores	West Plains	MO		663		327		—			—		663		327		990		96		1999	9/20/2019
Convenience Stores	Bald Knob	AR		1,258		743		—			—		1,258		743		2,001		207		2006	9/20/2019
Convenience Stores	Willow Springs	MO		663		1,327		—			—		663		1,327		1,990		161		2003	9/20/2019
Convenience Stores	Mountain Home	AR		852		396		—			—		852		396		1,248		109		1999	9/20/2019
Convenience Stores	Calico Rock	AR		475		327		—			—		475		327		802		78		1979	9/20/2019
Convenience Stores	Atkins	AR		525		376		—			—		525		376		901		68		1990	9/20/2019
Convenience Stores	Russellville	AR		426		455		—			—		426		455		881		82		1991	9/20/2019
Convenience Stores	Russellville	AR		525		396		—			—		525		396		921		78		2000	9/20/2019
Convenience Stores	Horseshoe Bend	AR		376		327		—			—		376		327		703		59		1999	9/20/2019
Convenience Stores	Koshkonong	MO		604		743		—			—		604		743		1,347		112		1997	9/20/2019
Health and Fitness	Greenville	SC		732		1,361		—			—		732		1,361		2,093		91		1993	9/25/2019
Health and Fitness	Anderson	SC		691		1,402		—			—		691		1,402		2,093		99		1997	9/25/2019
Health and Fitness	Spartanburg	SC		1,052		1,474		—			—		1,052		1,474		2,526		108		2010	9/25/2019
Car Washes	Denver	CO		1,594		1,484		—			—		1,594		1,484		3,078		128		2012	9/26/2019
Car Washes	Aurora	CO		703		1,504		—			—		703		1,504		2,207		114		2008	9/26/2019
Car Washes	Denver	CO		1,103		1,805		—			—		1,103		1,805		2,908		140		2014	9/26/2019
Car Washes	Fort Collins	CO		491		1,093		—			—		491		1,093		1,584		84		2002	9/26/2019
Car Washes	Thornton	CO		582		1,795		—			—		582		1,795		2,377		139		2018	9/26/2019
Restaurants - Family Dining	Cheyenne	WY		739		1,569		—			—		739		1,569		2,308		118		1982	9/27/2019
Early Childhood Education	Frankfort	KY		387		1,224		—			—		387		1,224		1,611		89		2002	9/27/2019
Pet Care Services	Onalaska	WI		403		598		—			—		403		598		1,001		52		2011	9/27/2019
Restaurants - Quick Service	Jonesboro	AR		1,213		1,108		—			—		1,213		1,108		2,321		89		2006	9/30/2019
Restaurants - Quick Service	Bryant	AR		622		885		—			—		622		885		1,507		66		2008	9/30/2019
Restaurants - Casual Dining	West Chester	OH		878		1,088		—			—		878		1,088		1,966		98		2004	9/30/2019
Early Childhood Education	Leawood	KS		867		851		—			—		867		851		1,718		90		2007	9/30/2019
Grocery	Claremore	OK		246		3,330		—			—		246		3,330		3,576		208		1989	9/30/2019
Other Services	Little Rock	AR		1,492		1,037		—			—		1,492		1,037		2,529		54		1982	9/30/2019
Other Services	Conyers	GA		1,821		6,235		—			—		1,821		6,235		8,056		321		1999	9/30/2019
Other Services	LaVergne	TN		2,790		2,302		(51)		(f)	—		2,739		2,302		5,041		113		2018	9/30/2019
Other Services	Seattle	WA		2,905		3,287		—			—		2,905		3,287		6,192		145		1977	9/30/2019
Automotive Service	Albany	GA		410		421		—			—		410		421		831		33		1994	10/1/2019
Automotive Service	Bainridge	GA		339		288		—			—		339		288		627		23		1999	10/1/2019
Automotive Service	Hinesville	GA		298		310		—			—		298		310		608		24		1998	10/1/2019
Automotive Service	Macon	GA		154		287		—			—		154		287		441		21		2000	10/1/2019
Automotive Service	Perry	GA		133		447		—			—		133		447		580		30		1996	10/1/2019
Automotive Service	Valdosta	GA		215		274		—			—		215		274		489		23		1996	10/1/2019
Automotive Service	Pratville	AL		451		636		—			—		451		636		1,087		44		2003	10/1/2019
Automotive Service	Montgomery	AL		318		246		—			—		318		246		564		22		1991	10/1/2019
Pet Care Services	Medford	OR		192		324		—			—		192		324		516		25		1990	10/4/2019
Medical / Dental	Horizon City	TX		3,587		11,550		(632)		(f)	—		2,955		11,550		14,505		765		2017	10/10/2019

F-14


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Medical / Dental	El Paso	TX		$	121	$	11,529	$	—	$	—	$	121	$	11,529	$	11,650	$	667	2019	10/10/2019
Convenience Stores	Houston	TX		631		662		—		81		631		743		1,374		61		2009	10/11/2019
Convenience Stores	Pasadena	TX		869		2,152		—		81		869		2,233		3,102		182		2016	10/11/2019
Early Childhood Education	Conway	SC		201		—		—		—		201		—		201		—			10/17/2019
Convenience Stores	Avon	MN		673		1,204		—		—		673		1,204		1,877		135		2004	10/17/2019
Car Washes	Davenport	IA		1,038		1,705		—		—		1,038		1,705		2,743		154		2001	10/24/2019
Car Washes	Moline	IL		1,120		1,572		—		—		1,120		1,572		2,692		135		1998	10/24/2019
Medical / Dental	West Helena	AR		155		1,052		—		—		155		1,052		1,207		68		2003	10/28/2019
Other Services	Springfield	MO		1,313		1,663		—		—		1,313		1,663		2,976		81		2007	10/31/2019
Early Childhood Education	Charlotte	NC		860		1,657		—		—		860		1,657		2,517		111		1996	11/1/2019
Pet Care Services	Brandon	FL		134		876		—		—		134		876		1,010		54		2003	11/1/2019
Pet Care Services	Griffin	GA		196		495		—		—		196		495		691		35		1979	11/1/2019
Pet Care Services	Indianapolis	IN		165		453		—		—		165		453		618		35		1967	11/1/2019
Pet Care Services	Wildwood	FL		350		1,165		—		—		350		1,165		1,515		86		2005	11/1/2019
Early Childhood Education	Tucson	AZ		586		885		—		—		586		885		1,471		66		1965	11/5/2019
Early Childhood Education	Tucson	AZ		339		730		—		—		339		730		1,069		47		1975	11/5/2019
Early Childhood Education	Tucson	AZ		463		1,440		—		—		463		1,440		1,903		95		1985	11/5/2019
Early Childhood Education	Tempe	AZ		494		586		—		—		494		586		1,080		44		1971	11/5/2019
Early Childhood Education	Tucson	AZ		401		453		—		—		401		453		854		35		1971	11/5/2019
Early Childhood Education	Tucson	AZ		411		411		—		—		411		411		822		31		1932	11/5/2019
Early Childhood Education	Tucson	AZ		422		576		—		—		422		576		998		36		1986	11/5/2019
Early Childhood Education	Tucson	AZ		444		566		—		—		444		566		1,010		38		1958	11/5/2019
Early Childhood Education	Tucson	AZ		370		288		—		—		370		288		658		22		1976	11/5/2019
Convenience Stores	Houston	TX		211		1,414		—		81		211		1,495		1,706		90		1975	11/14/2019
Convenience Stores	Houston	TX		221		1,402		—		81		221		1,483		1,704		99		1965	11/14/2019
Convenience Stores	Prairie View	TX		241		1,178		—		81		241		1,259		1,500		90		1984	11/14/2019
Restaurants - Quick Service	Lewisburg	TN		461		676		—		—		461		676		1,137		75		2016	11/18/2019
Restaurants - Quick Service	Odessa	TX		601		1,353		—		—		601		1,353		1,954		114		2019	11/21/2019
Restaurants - Quick Service	Odessa	TX		1,031		1,353		—		—		1,031		1,353		2,384		117		2019	11/21/2019
Other Services	Salt Lake City	UT		1,731		3,542		—		—		1,731		3,542		5,273		207		1973	11/27/2019
Other Services	Sanford	FL		1,498		1,859		—		—		1,498		1,859		3,357		127		1964	11/27/2019
Convenience Stores	Mosinee	WI		351		812		—		—		351		812		1,163		79		1975	12/2/2019
Car Washes	Ocala	FL		1,383		2,644		—		—		1,383		2,644		4,027		182		2019	12/10/2019
Car Washes	Hampstead	NC		1,129		2,644		—		—		1,129		2,644		3,773		179		2019	12/10/2019
Medical / Dental	Conyers	GA		393		2,078		—		—		393		2,078		2,471		138		1996	12/12/2019
Medical / Dental	Covington	GA		373		1,816		—		—		373		1,816		2,189		124		2004	12/12/2019
Automotive Service	Fayetteville	GA		347		746		—		—		347		746		1,093		62		2006	12/13/2019
Early Childhood Education	Boulder	CO		742		801		—		—		742		801		1,543		44		1988	12/13/2019
Restaurants - Quick Service	North Manchester	IN		363		272		—		504		363		776		1,139		46		1987	12/17/2019
Restaurants - Quick Service	Winona	MS		522		1,126		—		—		522		1,126		1,648		82		2019	12/19/2019
Restaurants - Quick Service	Hazlehurst	MS		522		1,269		—		—		522		1,269		1,791		96		2019	12/19/2019
Restaurants - Quick Service	Vicksburg	MS		553		1,238		—		—		553		1,238		1,791		90		2019	12/19/2019
Restaurants - Quick Service	Blytheville	AR		849		1,126		—		—		849		1,126		1,975		94		2019	12/19/2019
Restaurants - Quick Service	Wynne	AR		665		931		—		—		665		931		1,596		84		2019	12/19/2019
Restaurants - Quick Service	Salem	IN		532		1,013		—		—		532		1,013		1,545		90		2019	12/19/2019
Restaurants - Quick Service	Ashland City	TN		614		1,044		—		—		614		1,044		1,658		82		2019	12/19/2019
Restaurants - Quick Service	Shelbyville	KY		911		972		—		—		911		972		1,883		85		2018	12/19/2019
Restaurants - Quick Service	Whiteland	IN		389		839		—		—		389		839		1,228		67		2003	12/19/2019
Restaurants - Quick Service	Bloomington	IN		225		665		—		—		225		665		890		51		2018	12/23/2019
Restaurants - Quick Service	Cheektowaga	NY		1,381		1,903		—		—		1,381		1,903		3,284		142		2000	12/23/2019
Restaurants - Quick Service	Memphis	TN		880		921		—		—		880		921		1,801		84		2019	12/23/2019
Restaurants - Quick Service	Somerset	KY		798		1,105		—		—		798		1,105		1,903		93		2019	12/23/2019
Car Washes	Sioux Falls	SD		1,075		3,384		—		—		1,075		3,384		4,459		199		1992	12/19/2019
Car Washes	Sioux Falls	SD		723		2,882		—		—		723		2,882		3,605		101		1987	12/19/2019

F-15


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Car Washes	Sioux City	IA		$	707	$	—	$	285	$	2,478	$	992	$	2,478	$	3,470	$	133	2020	12/19/2019
Car Washes	South Sioux City	NE		303		—		294		2,569		597		2,569		3,166		91		2020	12/19/2019
Automotive Service	Crystal Lake	IL		265		1,103		—		—		265		1,103		1,368		74		1974	12/20/2019
Car Washes	Jonesboro	AR		1,217		4,776		—		—		1,217		4,776		5,993		258		2019	12/20/2019
Medical / Dental	Grand Blanc	MI		748		1,537		—		—		748		1,537		2,285		95		2007	12/23/2019
Convenience Stores	Roscoe	IL		656		832		—		—		656		832		1,488		99		1999	12/27/2019
Medical / Dental	Arnold	MO		417		823		—		—		417		823		1,240		66		2015	12/30/2019
Medical / Dental	Allen	TX		397		2,230		—				397		2,230		2,627		74		1983	12/31/2019
Medical / Dental	Flower Mound	TX		427		905		—		—		427		905		1,332		57		1999	12/31/2019
Medical / Dental	Plano	TX		376		1,698		—		—		376		1,698		2,074		96		1998	12/31/2019
Automotive Service	Houston	TX		292		513		—		—		292		513		805		39		1986	1/30/2020
Automotive Service	Pasadena	TX		252		705		—		—		252		705		957		46		1971	1/30/2020
Early Childhood Education	Weston	MA		3,200		2,423		—		—		3,200		2,423		5,623		155		1990	2/7/2020
Grocery	Tulsa	OK		713		2,098		—		—		713		2,098		2,811		154		1991	3/24/2020
Grocery	Tulsa	OK		670		3,298		—		—		670		3,298		3,968		205		1993	3/24/2020
Restaurants - Quick Service	Fall River	MA		592		744		—		—		592		744		1,336		59		1984	1/15/2020
Restaurants - Quick Service	Worcester	MA		532		905		—		—		532		905		1,437		58		1965	1/15/2020
Restaurants - Quick Service	Plainville	MA		602		548		—		—		602		548		1,150		46		1984	1/15/2020
Restaurants - Quick Service	Stoughton	MA		552		615		—		—		552		615		1,167		47		1983	1/15/2020
Restaurants - Quick Service	Fall River	MA		612		550		—		—		612		550		1,162		52		1987	1/15/2020
Restaurants - Quick Service	Worcester	MA		402		811		—		—		402		811		1,213		57		1965	1/15/2020
Restaurants - Quick Service	Leominster	MA		512		461		—		—		512		461		973		34		1980	1/15/2020
Restaurants - Quick Service	Dorchester	MA		743		313		—		—		743		313		1,056		31		1984	1/15/2020
Restaurants - Quick Service	Sudbury	MA		703		182		—		—		703		182		885		23		1983	1/15/2020
Car Washes	Manor	TX		1,074		3,270		—		—		1,074		3,270		4,344		229		2019	1/21/2020
Early Childhood Education	Charlotte	NC		1,021		1,198		—		—		1,021		1,198		2,219		49		1987	8/17/2020
Restaurants - Quick Service	Loudon	TN		668		1,091		—		—		668		1,091		1,759		87		2020	2/26/2020
Restaurants - Quick Service	St. Mary's	PA		878		1,080		—		—		878		1,080		1,958		88		2020	4/3/2020
Restaurants - Quick Service	Dyersburg	TN		675		959		—		—		675		959		1,634		66		2007	1/30/2020
Restaurants - Quick Service	Memphis	TN		1,358		1,283		—		—		1,358		1,283		2,641		82		2011	1/30/2020
Restaurants - Quick Service	Memphis	TN		828		1,131		—		—		828		1,131		1,959		71		2011	1/30/2020
Restaurants - Quick Service	Memphis	TN		801		1,198		—		—		801		1,198		1,999		80		2000	1/30/2020
Restaurants - Quick Service	Memphis	TN		984		1,202		—		—		984		1,202		2,186		79		1994	1/30/2020
Restaurants - Quick Service	Senatobia	MS		886		1,120		—		—		886		1,120		2,006		73		2013	1/30/2020
Restaurants - Quick Service	Jackson	MS		178		100		—		240		178		340		518		60		1985	1/29/2020
Car Washes	Arvada	CO		566		2,374		—		—		566		2,374		2,940		147		2008	1/24/2020
Car Washes	Golden	CO		1,031		1,566		—		400		1,031		1,966		2,997		112		2005	1/24/2020
Car Washes	Sioux City	IA		886		1,855		—		500		886		2,355		3,241		129		2020	8/13/2020
Restaurants - Casual Dining	Fort Wayne	IN		1,542		—		—		—		1,542		—		1,542		—		1999	1/7/2020
Early Childhood Education	Naperville	IL		1,564		4,638		—		—		1,564		4,638		6,202		264		2009	2/21/2020
Early Childhood Education	Northbrook	IL		1,080		5,347		—		—		1,080		5,347		6,427		294		2014	2/24/2020
Medical / Dental	Tyler	TX		463		3,250		—		—		463		3,250		3,713		202		2015	1/17/2020
Early Childhood Education	Franklin	TN		617		1,025		—		—		617		1,025		1,642		51		1996	9/4/2020
Restaurants - Casual Dining	Grand Rapids	MI		1,055		1,754		—		—		1,055		1,754		2,809		118		2003	1/29/2020
Medical / Dental	Flagstaff	AZ		1,446		1,856		—		1,913		1,446		3,769		5,215		107		1980	2/27/2020
Medical / Dental	Portland	OR		1,457		1,230		—		—		1,457		1,230		2,687		87		1981	2/27/2020
Other Services	Watsontown	PA		751		1,678		—		—		751		1,678		2,429		139		1987	2/13/2020
Early Childhood Education	Concord	NC		1,283		2,419		—		—		1,283		2,419		3,702		111		2003	8/17/2020
Medical / Dental	DeLand	FL		909		4,404		—		—		909		4,404		5,313		259		2004	3/9/2020
Automotive Service	King	NC		408		153		—		—		408		153		561		16		1985	3/10/2020
Automotive Service	Elkin	NC		337		286		—		—		337		286		623		27		1997	3/10/2020
Automotive Service	Yadkinville	NC		235		347		—		—		235		347		582		24		2001	3/10/2020
Automotive Service	Lancaster	SC		388		286		—		—		388		286		674		23		2007	3/10/2020
Automotive Service	Lenoir	NC		326		235		—		—		326		235		561		21		1991	3/10/2020

F-16


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Automotive Service	Hickory	NC		$	398	$	132	$	—	$	—	$	398	$	132	$	530	$	15	1988	3/10/2020
Automotive Service	St. Albans	WV		235		459		—		—		235		459		694		31		1987	3/10/2020
Automotive Service	Hurricane	WV		398		388		—		—		398		388		786		31		1989	3/10/2020
Automotive Service	South Boston	VA		224		734		—		—		224		734		958		46		1996	3/10/2020
Automotive Service	Pittsboro	NC		520		183		—		—		520		183		703		19		2006	3/10/2020
Early Childhood Education	Hartland	WI		462		3,390		—		—		462		3,390		3,852		181		2000	3/6/2020
Early Childhood Education	Menomonee Falls	WI		976		3,464		—		—		976		3,464		4,440		183		1978	3/6/2020
Early Childhood Education	Menomonee Falls	WI		1,354		4,314		—		—		1,354		4,314		5,668		235		2000	3/6/2020
Early Childhood Education	Waukesha	WI		577		3,485		—		—		577		3,485		4,062		183		1996	3/6/2020
Early Childhood Education	Oconomowoc	WI		882		4,734		—		—		882		4,734		5,616		248		2007	3/6/2020
Medical / Dental	Lake City	FL		1,046		2,450		—		—		1,046		2,450		3,496		140		1974	3/4/2020
Early Childhood Education	Waterford	MI		419		783		—		—		419		783		1,202		37		1997	9/18/2020
Early Childhood Education	Tucson	AZ		956		906		—		—		956		906		1,862		64		2008	3/6/2020
Car Washes	Casa Grande	AZ		504		—		345		2,146		849		2,146		2,995		109		2020	2/6/2020
Early Childhood Education	Marietta	GA		1,799		3,234		—		—		1,799		3,234		5,033		171		1997	3/6/2020
Early Childhood Education	Alpharetta	GA		1,621		3,148		—		—		1,621		3,148		4,769		167		1995	3/6/2020
Automotive Service	Arlington	TX		833		3,603		—		—		833		3,603		4,436		218		2015	2/14/2020
Medical / Dental	Orange	TX		337		3,293		—		—		337		3,293		3,630		183		2015	2/21/2020
Automotive Service	Little Elm	TX		647		1,006		—		—		647		1,006		1,653		60		2007	3/6/2020
Automotive Service	McKinney	TX		1,016		807		—		—		1,016		807		1,823		62		2010	3/6/2020
Restaurants - Quick Service	West Dundee	IL		523		539		—		1,100		523		1,639		2,162		63		2020	3/6/2020
Pet Care Services	Catonsville	MD		586		1,881		16		34		602		1,915		2,517		87		1998	5/4/2020
Restaurants - Family Dining	Greenville	SC		626		1,091		—		—		626		1,091		1,717		77		1972	3/19/2020
Restaurants - Family Dining	Charleston	SC		1,303		1,020		—		—		1,303		1,020		2,323		69		1978	3/19/2020
Automotive Service	Gilbert	AZ		370		2,108		—		—		370		2,108		2,478		105		2019	4/30/2020
Restaurants - Quick Service	Yazoo City	MS		249		753		—		—		249		753		1,002		38		1975	5/7/2020
Other Services	Richmond Hill	GA		2,502		761		—		—		2,502		761		3,263		88		2019	6/8/2020
Other Services	Centennial	CO		3,003		2,972		5		1,021		3,008		3,993		7,001		305		2005	6/8/2020
Other Services	Joplin	MO		991		941		—		—		991		941		1,932		57		1997	6/8/2020
Other Services	Kansas City	MO		1,531		1,391		—		—		1,531		1,391		2,922		144		2015	6/8/2020
Automotive Service	Tempe	AZ		915		3,304		—		—		915		3,304		4,219		165		1987	5/28/2020
Restaurants - Quick Service	Byram	MS		775		584		—		150		775		734		1,509		47		2003	6/8/2020
Restaurants - Quick Service	Big Spring	TX		287		—		—		1,500		287		1,500		1,787		44		2020	6/25/2020
Car Washes	Flagstaff	AZ		1,873		3,456		—		—		1,873		3,456		5,329		173		2018	7/24/2020
Car Washes	Phoenix	AZ		2,204		2,634		—		—		2,204		2,634		4,838		141		2018	7/24/2020
Car Washes	Sun City	AZ		1,613		2,134		—		—		1,613		2,134		3,747		110		1988	7/24/2020
Car Washes	Scottsdale	AZ		3,666		2,093		—		—		3,666		2,093		5,759		136		1994	7/24/2020
Car Washes	Yuma	AZ		280		1,883		—		—		280		1,883		2,163		99		2001	7/24/2020
Restaurants - Quick Service	Sparta	TN		733		1,383		—		—		733		1,383		2,116		72		1997	6/25/2020
Restaurants - Quick Service	Newnan	GA		1,413		1,494		—		—		1,413		1,494		2,907		87		1987	8/19/2020
Restaurants - Quick Service	Newnan	GA		724		1,189		—		—		724		1,189		1,913		65		2005	8/19/2020
Restaurants - Quick Service	Lawrenceville	GA		1,122		1,363		—		—		1,122		1,363		2,485		75		2005	8/19/2020
Grocery	Dexter	MO		813		697		—		—		813		697		1,510		64		1998	9/30/2020
Grocery	Kennett	MO		427		1,688		—		—		427		1,688		2,115		81		2013	9/30/2020
Grocery	Park Hills	MO		653		1,819		—		—		653		1,819		2,472		103		1970	9/30/2020
Grocery	Piggott	AR		614		789		—		—		614		789		1,403		60		1986	9/30/2020
Grocery	Potosi	MO		371		1,569		—		—		371		1,569		1,940		76		1970	9/30/2020
Grocery	Malden	MO		265		1,873		—		—		265		1,873		2,138		77		1978	9/30/2020
Grocery	Mayflower	AR		1,460		3,042		—		—		1,460		3,042		4,502		179		2020	9/30/2020
Automotive Service	East Brunswick	NJ		1,173		1,540		—		—		1,173		1,540		2,713		74		1960	9/18/2020
Automotive Service	Washington	NJ		388		1,969		—		—		388		1,969		2,357		79		1969	9/18/2020
Automotive Service	Princeton	NJ		1,448		1,918		—		—		1,448		1,918		3,366		87		1947	9/18/2020
Automotive Service	Lawrenceville	NJ		632		1,999		—		—		632		1,999		2,631		94		1960	9/18/2020
Automotive Service	Madison	NJ		1,714		1,306		—		—		1,714		1,306		3,020		54		1950	9/18/2020

F-17


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Automotive Service	Chester	NJ		$	1,295	$	1,550	$	—	$	—	$	1,295	$	1,550	$	2,845	$	77	1995	9/18/2020
Automotive Service	Manville	NJ		867		989		—		—		867		989		1,856		46		1977	9/18/2020
Automotive Service	North Caldwell	NJ		561		663		—		—		561		663		1,224		43		1968	9/18/2020
Automotive Service	Kerhonkson	NY		938		2,805		—		—		938		2,805		3,743		125		1982	9/18/2020
Automotive Service	Bethlehem	PA		602		1,642		—		—		602		1,642		2,244		63		1968	9/18/2020
Automotive Service	Langhorne	PA		898		1,550		—		—		898		1,550		2,448		91		1999	9/18/2020
Automotive Service	Quakertown	PA		1,652		1,295		—		—		1,652		1,295		2,947		74		2012	9/18/2020
Restaurants - Quick Service	Hattiesburg	MS		882		847		—		—		882		847		1,729		50		2000	9/11/2020
Car Washes	Fort Worth	TX		1,475		2,747		—		—		1,475		2,747		4,222		138		2020	8/31/2020
Car Washes	Westminster	CO		842		1,174		—		—		842		1,174		2,016		50		2003	9/24/2020
Car Washes	Palatka	FL		914		2,490		—		—		914		2,490		3,404		105		2020	9/30/2020
Car Washes	Fort Walton Beach	FL		1,526		2,490		—		—		1,526		2,490		4,016		121		2020	9/30/2020
Restaurants - Quick Service	Greenwood	SC		273		652		—		—		273		652		925		33		2014	9/24/2020
Medical / Dental	Flint	TX		428		879		—		—		428		879		1,307		44		2008	9/24/2020
Other Services	Alabaster	AL		690		207		12		847		702		1,054		1,756		39		2003	9/29/2020
Other Services	Albuquerque	NM		1,686		286		25		1,862		1,711		2,148		3,859		87		1970	9/29/2020
Other Services	Shreveport	LA		1,006		227		16		1,164		1,022		1,391		2,413		70		2012	9/29/2020
Automotive Service	Skiatook	OK		324		2,695		—		—		324		2,695		3,019		105		2005	9/30/2020
Automotive Service	Bartlesville	OK		118		2,853		—		—		118		2,853		2,971		100		1967	9/30/2020
Automotive Service	Owasso	OK		275		6,094		—		—		275		6,094		6,369		215		2007	9/30/2020
Automotive Service	Bartlesville	OK		932		4,587		—		—		932		4,587		5,519		195		2003	9/30/2020
Automotive Service	Broken Arrow	OK		1,060		3,425		—		—		1,060		3,425		4,485		132		2014	9/30/2020
Automotive Service	Tulsa	OK		1,226		1,374		—		—		1,226		1,374		2,600		70		2019	9/30/2020
Automotive Service	Bartlesville	OK		177		599		—		—		177		599		776		26		1980	9/30/2020
Medical / Dental	Taunton	MA		201		1,289		—		—		201		1,289		1,490		42		1972	10/1/2020
Medical / Dental	Plymouth	MA		296		444		—		—		296		444		740		23		2005	10/1/2020
Medical / Dental	Middleborough	MA		296		475		—		—		296		475		771		21		1925	10/1/2020
Car Washes	Phenix City	AL		1,111		2,722		—		—		1,111		2,722		3,833		109		2020	10/5/2020
Medical / Dental	Pine Bluff	AR		65		552		—		95		65		647		712		23		1983	10/9/2020
Early Childhood Education	Jackson	MI		379		1,046		—		—		379		1,046		1,425		47		1990	10/14/2020
Early Childhood Education	Jackson	MI		170		614		—		—		170		614		784		26		1987	10/14/2020
Medical / Dental	Valdosta	GA		262		1,726		—		—		262		1,726		1,988		69		1996	10/15/2020
Medical / Dental	Valdosta	GA		214		1,351		—		—		214		1,351		1,565		54		1990	10/15/2020
Grocery	Jackson	MO		458		1,719		—		—		458		1,719		2,177		75		1995	10/22/2020
Grocery	Marble Hill	MO		504		2,052		—		—		504		2,052		2,556		90		1999	10/22/2020
Equipment Rental and Sales	Chatham	NY		987		1,317		—		—		987		1,317		2,304		75		1974	10/22/2020
Equipment Rental and Sales	Clifton Park	NY		551		717		—		—		551		717		1,268		28		2000	10/22/2020
Equipment Rental and Sales	Goshen	NY		732		1,191		—		—		732		1,191		1,923		56		1974	10/22/2020
Equipment Rental and Sales	Fultonville	NY		1,775		858		—		—		1,775		858		2,633		60		1980	10/22/2020
Equipment Rental and Sales	Lancaster	MA		1,285		2,089		—		—		1,285		2,089		3,374		86		2012	10/22/2020
Equipment Rental and Sales	Greenfield	MA		304		815		167		—		471		815		1,286		39		1971	10/22/2020
Equipment Rental and Sales	Farmington	CT		411		1,410		—		—		411		1,410		1,821		57		2005	10/22/2020
Equipment Rental and Sales	Pembroke	NH		318		785		—		—		318		785		1,103		31		1978	10/22/2020
Grocery	Farmington	MO		789		1,990		—		—		789		1,990		2,779		104		2006	10/29/2020
Grocery	Fredericktown	MO		682		1,523		—		—		682		1,523		2,205		92		2001	10/29/2020
Automotive Service	Byram	NJ		1,193		1,182		—		—		1,193		1,182		2,375		61		1992	10/29/2020
Automotive Service	Westfield	NJ		1,904		1,606		—		—		1,904		1,606		3,510		73		1970	10/29/2020
Automotive Service	East Windsor	NJ		1,599		1,634		—		—		1,599		1,634		3,233		71		1965	10/29/2020
Automotive Service	Fords	NJ		1,300		1,180		—		—		1,300		1,180		2,480		57		1974	10/29/2020
Automotive Service	Jackson	NJ		1,464		1,100		—		—		1,464		1,100		2,564		56		1995	10/29/2020
Automotive Service	West Berlin	NJ		1,061		1,298		—		—		1,061		1,298		2,359		64		1995	10/29/2020
Other Services	Zeeland	MI		2,086		5,386		—		—		2,086		5,386		7,472		269		1973	11/2/2020
Other Services	Wyoming	MI		1,066		1,795		—		—		1,066		1,795		2,861		101		2020	11/2/2020
Other Services	Waterford	MI		1,286		1,243		—		—		1,286		1,243		2,529		89		1995	11/2/2020

F-18


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Other Services	Elkhart	IN		$	544	$	1,061	$	—	$	—	$	544	$	1,061	$	1,605	$	52	1989	11/2/2020
Other Services	Mishawaka	IN		527		558		—		—		527		558		1,085		47		1979	11/2/2020
Restaurants - Quick Service	Franklin	IN		670		1,609		—		—		670		1,609		2,279		63		2017	11/12/2020
Car Washes	Princeton	TX		1,030		2,986		—		—		1,030		2,986		4,016		118		2020	11/16/2020
Automotive Service	Point Pleasant	NJ		1,763		1,166		—		—		1,763		1,166		2,929		52		1977	11/19/2020
Pet Care Services	Douglasville	GA		640		748		—		—		640		748		1,388		34		1989	11/24/2020
Pet Care Services	Alpharetta	GA		766		822		—		—		766		822		1,588		33		2007	11/24/2020
Grocery	Fayetteville	AR		423		1,410		—		—		423		1,410		1,833		69		1990	12/1/2020
Automotive Service	Fairmont	WV		232		539		—		—		232		539		771		23		1997	12/2/2020
Automotive Service	Fairmont	WV		291		860		—		—		291		860		1,151		33		1999	12/2/2020
Restaurants - Quick Service	Richardson	TX		501		682		—		—		501		682		1,183		35		1979	12/15/2020
Restaurants - Quick Service	Arlington	TX		949		86		—		—		949		86		1,035		10		1979	12/15/2020
Restaurants - Quick Service	Oklahoma City	OK		553		1,032		—		—		553		1,032		1,585		45		1979	12/15/2020
Restaurants - Quick Service	Moore	OK		605		1,152		—		—		605		1,152		1,757		47		1983	12/15/2020
Restaurants - Quick Service	Norman	OK		303		709		—		—		303		709		1,012		31		1992	12/15/2020
Restaurants - Quick Service	Owasso	OK		929		935		—		—		929		935		1,864		41		1986	12/15/2020
Restaurants - Quick Service	Waco	TX		553		548		—		—		553		548		1,101		27		1987	12/15/2020
Restaurants - Quick Service	Carrollton	TX		605		547		—		—		605		547		1,152		32		1992	12/15/2020
Restaurants - Quick Service	Rowlett	TX		553		665		—		—		553		665		1,218		36		1999	12/15/2020
Restaurants - Quick Service	Mesquite	TX		855		621		—		—		855		621		1,476		40		1999	12/15/2020
Restaurants - Quick Service	Grand Prairie	TX		814		73		—		—		814		73		887		15		1999	12/15/2020
Restaurants - Quick Service	Dallas	TX		845		286		—		—		845		286		1,131		23		1977	12/15/2020
Restaurants - Quick Service	Oklahoma City	OK		542		985		—		—		542		985		1,527		45		2010	12/15/2020
Restaurants - Quick Service	Kilgore	TX		449		710		—		—		449		710		1,159		32		1979	12/15/2020
Car Washes	Fort Worth	TX		1,590		2,724		—		—		1,590		2,724		4,314		114		1942	12/18/2020
Car Washes	Hudson Oaks	TX		1,824		2,745		—		—		1,824		2,745		4,569		92		1948	12/18/2020
Car Washes	Garland	TX		1,303		2,287		—		—		1,303		2,287		3,590		80		2012	12/18/2020
Car Washes	Fort Worth	TX		1,907		3,129		—		—		1,907		3,129		5,036		130		2013	12/18/2020
Car Washes	Crowley	TX		1,571		2,873		—		—		1,571		2,873		4,444		108		2016	12/18/2020
Car Washes	Flower Mound	TX		1,623		2,730		—		—		1,623		2,730		4,353		114		2018	12/18/2020
Car Washes	Fort Worth	TX		1,655		2,129		—		—		1,655		2,129		3,784		94		2018	12/18/2020
Medical / Dental	Naperville	IL		315		786		202		505		517		1,291		1,808		46		1998	12/21/2020
Automotive Service	Washington Court House	OH		550		1,061		—		—		550		1,061		1,611		44		2004	12/21/2020
Automotive Service	Cincinnati	OH		448		911		—		—		448		911		1,359		33		1991	12/21/2020
Restaurants - Quick Service	Dothan	AL		459		1,431		—		—		459		1,431		1,890		61		2019	12/22/2020
Restaurants - Quick Service	Philadelphia	MS		373		1,540		—		—		373		1,540		1,913		62		2020	12/22/2020
Restaurants - Quick Service	Ashford	AL		410		1,338		—		—		410		1,338		1,748		52		2020	12/22/2020
Restaurants - Quick Service	Newton	MS		471		1,316		—		—		471		1,316		1,787		59		2020	12/22/2020
Car Washes	Slidell	LA		962		2,919		—		—		962		2,919		3,881		120		2012	12/23/2020
Car Washes	Gulfport	MS		666		973		—		—		666		973		1,639		54		2008	12/23/2020
Car Washes	Carbondale	IL		1,674		3,227		—		—		1,674		3,227		4,901		132		2018	12/23/2020
Medical / Dental	Arlington	TX		176		329		—		—		176		329		505		12		1983	12/23/2020
Medical / Dental	Austin	TX		581		346		—		—		581		346		927		11		1968	12/23/2020
Medical / Dental	Florissant	MO		454		920		—		377		454		1,297		1,751		31		1987	12/23/2020
Medical / Dental	Temple	TX		145		854		—		—		145		854		999		27		2015	12/23/2020
Medical / Dental	Norcross	GA		652		981		—		—		652		981		1,633		29		1975	12/23/2020
Medical / Dental	Carrolton	TX		1,534		1,073		—		—		1,534		1,073		2,607		38		1983	12/23/2020
Car Washes	Jacksonville	NC		915		1,436		—		—		915		1,436		2,351		73		2003	12/29/2020
Other Services	Pensacola	FL		1,187		3,344		—		—		1,187		3,344		4,531		107		1970	12/29/2020
Medical / Dental	Amarillo	TX		221		990		—		—		221		990		1,211		33		2018	12/29/2020
Medical / Dental	Amarillo	TX		369		2,186		—		—		369		2,186		2,555		67		1978	12/29/2020
Medical / Dental	Amarillo	TX		468		848		—		—		468		848		1,316		36		2015	12/29/2020

F-19


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Equipment Rental and Sales	Milford	NH		$	709	$	407	$	—	$	692	$	709	$	1,099	$	1,808	$	34	1982	12/30/2020
Equipment Rental and Sales	Beaumon	TX		1,314		2,728		—		—		1,314		2,728		4,042		117		1991	12/31/2020
Equipment Rental and Sales	Cibilo	TX		1,231		3,334		—		—		1,231		3,334		4,565		112		1980	12/31/2020
Restaurants - Casual Dining	Saginaw	MI		1,047		744		—		—		1,047		744		1,791		45		1996	1/8/2021
Medical / Dental	Pickens	SC		678		3,123		—		—		678		3,123		3,801		94		1978	1/14/2021
Medical / Dental	Simpsonville	SC		1,447		2,383		—		—		1,447		2,383		3,830		90		1993	1/14/2021
Medical / Dental	Greenville	SC		1,073		1,570		—		—		1,073		1,570		2,643		55		1968	1/14/2021
Early Childhood Education	Litchfield Park	AZ		392		1,139		—		—		392		1,139		1,531		39		2005	1/15/2021
Medical / Dental	Channahon	IL		601		3,178		—		—		601		3,178		3,779		91		2006	1/21/2021
Medical / Dental	Franklin Park	IL		408		1,037		—		—		408		1,037		1,445		33		1982	1/21/2021
Medical / Dental	Lockport	IL		468		950		—		—		468		950		1,418		33		2001	1/21/2021
Medical / Dental	Wilmington	IL		127		987		—		—		127		987		1,114		29		1968	1/21/2021
Medical / Dental	Aurora	IL		526		2,040		—		—		526		2,040		2,566		61		1974	1/21/2021
Medical / Dental	Franklin Park	IL		41		194		—		—		41		194		235		5		1967	1/21/2021
Grocery	Doniphan	MO		698		2,006		—		—		698		2,006		2,704		82		2005	1/22/2021
Restaurants - Quick Service	Bremen	GA		553		616		—		—		553		616		1,169		21		2007	2/1/2021
Medical / Dental	Harrah	OK		67		760		—		—		67		760		827		20		1964	2/4/2021
Medical / Dental	Shattuck	OK		143		1,087		—		—		143		1,087		1,230		31		1982	2/4/2021
Medical / Dental	Noble	OK		553		1,872		—		—		553		1,872		2,425		57		2011	2/4/2021
Medical / Dental	Edmond	OK		107		697		—		—		107		697		804		18		2005	2/4/2021
Medical / Dental	Sapulpa	OK		294		436		—		—		294		436		730		22		2008	2/4/2021
Pet Care Services	Columbia	SC		331		643		—		—		331		643		974		17		2018	2/5/2021
Medical / Dental	Clermont	FL		1,415		12,340		—		—		1,415		12,340		13,755		301		2019	2/18/2021
Restaurants - Quick Service	Paducah	KY		1,215		1,255		—		—		1,215		1,255		2,470		43		2020	2/18/2021
Early Childhood Education	Lorain	OH		681		861		2		463		683		1,324		2,007		34		2006	3/12/2021
Early Childhood Education	Avon	OH		730		1,358		2		427		732		1,785		2,517		48		2006	3/12/2021
Early Childhood Education	Bath Township, Akron	OH		1,357		2,965		4		477		1,361		3,442		4,803		86		1989	3/12/2021
Early Childhood Education	Brecksville	OH		1,352		1,357		5		416		1,357		1,773		3,130		71		2004	3/12/2021
Early Childhood Education	Hudson	OH		969		1,466		3		410		972		1,876		2,848		58		2003	3/12/2021
Early Childhood Education	Independence	OH		1,683		1,910		5		424		1,688		2,334		4,022		91		2004	3/12/2021
Early Childhood Education	Rocky River	OH		486		2,263		1		357		487		2,620		3,107		63		2001	3/12/2021
Early Childhood Education	Shaker Heights	OH		642		3,450		2		421		644		3,871		4,515		92		2017	3/12/2021
Early Childhood Education	Solon	OH		466		3,115		2		256		468		3,371		3,839		80		2009	3/12/2021
Early Childhood Education	Strongsville	OH		1,386		1,875		4		581		1,390		2,456		3,846		58		2000	3/12/2021
Early Childhood Education	Westlake	OH		446		2,478		1		573		447		3,051		3,498		64		1992	3/12/2021
Car Washes	Longmont	CO		965		1,304		—		595		965		1,899		2,864		43		2006	3/18/2021
Early Childhood Education	North Las Vegas	NV		1,311		1,724		—		—		1,311		1,724		3,035		51		2006	3/19/2021
Early Childhood Education	North Las Vegas	NV		1,169		1,726		—		—		1,169		1,726		2,895		48		1998	3/19/2021
Restaurants - Quick Service	Warren	OH		636		2,136		—		—		636		2,136		2,772		59		1964	3/19/2021
Restaurants - Quick Service	East Liverpool	OH		300		1,683		—		—		300		1,683		1,983		42		1978	3/19/2021
Restaurants - Quick Service	Girard	OH		635		2,499		—		—		635		2,499		3,134		65		1993	3/19/2021
Automotive Service	Oxnard	CA		1,021		2,750		—		—		1,021		2,750		3,771		64		1960	3/24/2021
Automotive Service	Santa Maria	CA		1,282		2,615		—		—		1,282		2,615		3,897		63		1973	3/24/2021
Automotive Service	Atascaderoa	CA		1,247		1,350		—		—		1,247		1,350		2,597		32		1991	3/24/2021
Automotive Service	Glendale	AZ		2,152		1,717		—		—		2,152		1,717		3,869		40		1980	3/26/2021
Early Childhood Education	Frankfort	KY		329		1,276		—		—		329		1,276		1,605		37		2003	3/31/2021
Automotive Service	Parker	CO		1,030		2,107		—		—		1,030		2,107		3,137		57		2008	3/31/2021
Automotive Service	Thornton	CO		1,171		2,002		—		—		1,171		2,002		3,173		57		2003	3/31/2021
Automotive Service	Marietta	GA		1,675		1,461		—		—		1,675		1,461		3,136		42		1997	3/31/2021
Automotive Service	Knoxville	TN		650		1,422		—		—		650		1,422		2,072		37		2016	3/31/2021
Automotive Service	Phoenix	AZ		1,035		1,992		—		—		1,035		1,992		3,027		53		2017	3/31/2021
Automotive Service	Scottsdale	AZ		1,661		1,716		—		—		1,661		1,716		3,377		46		1998	3/31/2021
Automotive Service	Phoenix	AZ		553		1,085		—		—		553		1,085		1,638		25		1962	3/31/2021
Medical / Dental	Brentwood	CA		388		933		—		—		388		933		1,321		27		2005	3/31/2021

F-20


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Medical / Dental	Chino Hills	CA		$	752	$	1,358	$	—	$	—	$	752	$	1,358	$	2,110	$	37	2007	3/31/2021
Medical / Dental	Thousand Oaks	CA		1,085		1,743		—		—		1,085		1,743		2,828		53		2004	3/31/2021
Medical / Dental	Fairfield	CT		1,263		1,274		—		—		1,263		1,274		2,537		51		2009	3/31/2021
Medical / Dental	McLean	VA		947		2,045		—		—		947		2,045		2,992		49		2001	3/31/2021
Medical / Dental	Cypress	TX		1,655		1,629		—		—		1,655		1,629		3,284		69		2014	3/31/2021
Medical / Dental	Fairfax Station	VA		546		755		—		—		546		755		1,301		29		2009	3/31/2021
Medical / Dental	Granite Bay	CA		772		1,264		—		—		772		1,264		2,036		38		1989	3/31/2021
Medical / Dental	Brentwood	CA		1,059		801		—		—		1,059		801		1,860		25		2005	3/31/2021
Medical / Dental	Stamford	CT		626		401		—		—		626		401		1,027		20		1840	3/31/2021
Medical / Dental	Dripping Springs	TX		779		1,111		—		—		779		1,111		1,890		37		2003	3/31/2021
Medical / Dental	San Jacinto	CA		394		1,600		—		—		394		1,600		1,994		46		1989	3/31/2021
Medical / Dental	Enumclaw	WA		627		868		—		—		627		868		1,495		46		1981	3/31/2021
Restaurants - Quick Service	Pensacola	FL		208		750		—		—		208		750		958		17		1982	4/2/2021
Restaurants - Quick Service	Pensacola	FL		291		1,024		—		—		291		1,024		1,315		26		1979	4/2/2021
Automotive Service	Yuma	AZ		491		965		—		—		491		965		1,456		31		1975	4/9/2021
Automotive Service	Springfield	MO		463		769		—		—		463		769		1,232		23		2002	4/9/2021
Automotive Service	Springfield	MO		303		790		—		—		303		790		1,093		20		2003	4/9/2021
Restaurants - Quick Service	McAllen	TX		1,931		1,358		—		—		1,931		1,358		3,289		36		1999	4/9/2021
Restaurants - Quick Service	Laredo	TX		1,544		841		—		—		1,544		841		2,385		28		1993	4/9/2021
Restaurants - Quick Service	Laredo	TX		1,145		971		—		—		1,145		971		2,116		26		2006	4/9/2021
Restaurants - Quick Service	Laredo	TX		2,061		2,193		—		—		2,061		2,193		4,254		54		2008	4/9/2021
Restaurants - Quick Service	McAllen	TX		1,190		1,030		—		—		1,190		1,030		2,220		25		1995	4/9/2021
Restaurants - Quick Service	McAllen	TX		1,998		2,051		—		—		1,998		2,051		4,049		47		1992	4/9/2021
Restaurants - Quick Service	Laredo	TX		2,483		2,140		—		—		2,483		2,140		4,623		54		1989	4/9/2021
Medical / Dental	Russellville	AR		144		571		—		70		144		641		785		14		2000	4/13/2021
Grocery	Conway	AR		1,000		4,717		—		—		1,000		4,717		5,717		113		2010	4/28/2021
Restaurants - Quick Service	Cotulla	TX		1,693		973		—		—		1,693		973		2,666		36		2008	4/29/2021
Restaurants - Quick Service	Mission	TX		1,739		1,831		—		—		1,739		1,831		3,570		43		2010	4/29/2021
Medical / Dental	Rolla	MO		180		338		—		100		180		438		618		10		1990	4/30/2021
Medical / Dental	Canton	TX		167		958		—		—		167		958		1,125		22		2011	4/30/2021
Restaurants - Quick Service	Natchez	MS		270		445		—		—		270		445		715		16		1981	4/30/2021
Car Washes	Tulsa	OK		1,421		2,077		—		—		1,421		2,077		3,498		60		2016	5/5/2021
Medical / Dental	Pasadena	TX		1,583		2,972		—		—		1,583		2,972		4,555		67		1978	5/11/2021
Medical / Dental	Fayetteville	NC		443		1,367		—		—		443		1,367		1,810		29		2017	5/20/2021
Medical / Dental	Fayetteville	NC		374		1,182		—		—		374		1,182		1,556		23		1999	5/20/2021
Medical / Dental	Fayetteville	NC		173		774		—		—		173		774		947		16		2004	5/20/2021
Medical / Dental	Springlake	NC		529		1,962		—		—		529		1,962		2,491		40		2019	5/20/2021
Medical / Dental	Cameron	NC		605		916		—		—		605		916		1,521		24		2016	5/20/2021
Medical / Dental	Pinehurst	NC		135		419		—		—		135		419		554		8		1999	5/20/2021
Medical / Dental	Jacksonville	NC		267		301		—		—		267		301		568		8		1996	5/20/2021
Restaurants - Casual Dining	Toledo	OH		2,337		—		—		—		2,337		—		2,337		—		1988	5/20/2021
Automotive Service	Lincoln	NE		1,177		479		—		—		1,177		479		1,656		15		1995	5/24/2021
Grocery	Conway	AR		1,134		1,353		—		—		1,134		1,353		2,487		35		1989	5/25/2021
Grocery	Russellville	AR		1,072		1,629		—		—		1,072		1,629		2,701		43		1989	5/25/2021
Grocery	Waterford	WI		1,443		3,234		—		—		1,443		3,234		4,677		76		1996	5/25/2021
Early Childhood Education	Warrenville	IL		1,418		3,702		—		—		1,418		3,702		5,120		65		2005	6/17/2021
Pet Care Services	Collierville	TN		418		609		—		—		418		609		1,027		16		2018	6/17/2021
Automotive Service	Edmond	OK		486		539		—		—		486		539		1,025		13		2003	6/23/2021
Automotive Service	Oklahoma City	OK		428		599		—		—		428		599		1,027		16		2003	6/23/2021
Medical / Dental	Toledo	OH		328		2,000		—		—		328		2,000		2,328		33		2005	6/25/2021
Medical / Dental	Toledo	OH		261		1,491		—		—		261		1,491		1,752		25		1973	6/25/2021
Medical / Dental	Rossford	OH		220		1,207		—		—		220		1,207		1,427		21		1984	6/25/2021
Medical / Dental	Toledo	OH		439		1,715		—		—		439		1,715		2,154		32		1977	6/25/2021
Medical / Dental	Waterville	OH		1,831		2,481		—		—		1,831		2,481		4,312		56		2017	6/25/2021

F-21


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Medical / Dental	Toledo	OH		$	566	$	1,573	$	—	$	—	$	566	$	1,573	$	2,139	$	32	1993	6/25/2021
Grocery	Marinette	WI		729		1,938		—		—		729		1,938		2,667		45		1987	6/29/2021
Grocery	Menominee	MI		1,224		6,189		—		—		1,224		6,189		7,413		126		1969	6/29/2021
Medical / Dental	El Dorado	AR		83		385		—		235		83		620		703		6		1950	6/30/2021
Entertainment	Windsor Locks	CT		887		7,538		—		—		887		7,538		8,425		123		1960	6/30/2021
Entertainment	Portland	ME		2,052		4,924		—		—		2,052		4,924		6,976		79		1989	6/30/2021
Early Childhood Education	Riverview	FL		766		2,267		—		—		766		2,267		3,033		40		2012	6/30/2021
Early Childhood Education	Riverview	FL		1,563		1,457		—		—		1,563		1,457		3,020		47		2015	6/30/2021
Restaurants - Quick Service	Charleston	MS		319		228		—		—		319		228		547		11		1996	6/30/2021
Restaurants - Quick Service	Marks	MS		305		147		—		—		305		147		452		11		1980	6/30/2021
Restaurants - Quick Service	Laurel	MS		451		141		—		—		451		141		592		12		1975	6/30/2021
Restaurants - Quick Service	Vicksburg	MS		521		219		—		—		521		219		740		18		1999	6/30/2021
Restaurants - Quick Service	Belzoni	MS		512		235		—		—		512		235		747		20		2017	6/30/2021
Early Childhood Education	Fairlawn	OH		798		3,638		—		—		798		3,638		4,436		67		2012	6/30/2021
Early Childhood Education	Stow	OH		836		2,328		—		—		836		2,328		3,164		53		1994	6/30/2021
Early Childhood Education	Hartville	OH		272		3,148		—		—		272		3,148		3,420		51		1956	6/30/2021
Early Childhood Education	Green	OH		389		2,244		—		—		389		2,244		2,633		42		2000	6/30/2021
Early Childhood Education	Medina	OH		603		2,520		—		—		603		2,520		3,123		49		1996	6/30/2021
Early Childhood Education	Wadsworth	OH		735		3,673		—		—		735		3,673		4,408		72		2016	6/30/2021
Early Childhood Education	North Liberty	IA		636		2,199		—		—		636		2,199		2,835		40		2005	6/30/2021
Restaurants - Quick Service	Altus	OK		798		932		—		—		798		932		1,730		20		2017	7/1/2021
Restaurants - Quick Service	Elk City	OK		738		902		—		—		738		902		1,640		17		2018	7/1/2021
Restaurants - Quick Service	Weatherford	OK		799		902		—		—		799		902		1,701		16		2018	7/1/2021
Health and Fitness	San Angelo	TX		2,135		—		—		—		2,135		—		2,135		—		1998	7/8/2021
Entertainment	Vernon	CT		1,629		6,400		—		—		1,629		6,400		8,029		88		2009	7/16/2021
Restaurants - Casual Dining	Weymouth	MA		870		1,998		—		—		870		1,998		2,868		39		2008	7/19/2021
Restaurants - Casual Dining	Cranston	RI		830		1,171		—		—		830		1,171		2,001		24		1996	7/19/2021
Restaurants - Casual Dining	Taunton	MA		1,265		2,373		—		—		1,265		2,373		3,638		42		1997	7/19/2021
Restaurants - Casual Dining	Lynnfield	MA		1,630		848		—		—		1,630		848		2,478		24		1999	7/19/2021
Restaurants - Casual Dining	Haverhill	MA		1,245		1,703		—		—		1,245		1,703		2,948		28		1985	7/19/2021
Restaurants - Casual Dining	Salem	NH		1,978		2,127		—		—		1,978		2,127		4,105		30		1974	7/19/2021
Restaurants - Casual Dining	Salem	MA		939		898		—		—		939		898		1,837		17		1995	7/19/2021
Restaurants - Casual Dining	Fitchburg	MA		1,060		2,211		—		—		1,060		2,211		3,271		39		2000	7/19/2021
Restaurants - Casual Dining	Mashpee	MA		1,352		1,501		—		—		1,352		1,501		2,853		30		1996	7/19/2021
Restaurants - Casual Dining	Yarmouth	MA		1,494		1,543		—		—		1,494		1,543		3,037		32		1997	7/19/2021
Restaurants - Casual Dining	Billerica	MA		1,262		258		—		—		1,262		258		1,520		8		1996	7/19/2021
Restaurants - Casual Dining	Auburn	MA		1,867		1,612		—		—		1,867		1,612		3,479		41		1992	7/19/2021
Equipment Rental and Sales	Easton	NY		440		—		—		—		440		—		440		—			7/21/2021
Equipment Rental and Sales	East Windsor	CT		674		—		—		—		674		—		674		—			7/21/2021
Pet Care Services	Chicago	IL		877		1,424		—		—		877		1,424		2,301		19		1976	7/21/2021
Pet Care Services	Marietta	GA		943		574		—		—		943		574		1,517		11		1997	7/29/2021
Pet Care Services	Missouri City	TX		511		1,057		—		—		511		1,057		1,568		15		2005	8/3/2021
Early Childhood Education	Shakopee	MN		740		3,081		—		—		740		3,081		3,821		38		2017	8/4/2021
Automotive Service	Glendale	AZ		1,847		1,974		—		—		1,847		1,974		3,821		30		2020	8/10/2021
Restaurants - Quick Service	Winchester	KY		390		401		—		—		390		401		791		8		1983	8/13/2021
Restaurants - Quick Service	Radcliff	KY		235		412		—		—		235		412		647		7		1987	8/13/2021
Restaurants - Quick Service	Maysville	KY		254		410		—		—		254		410		664		8		1985	8/13/2021
Restaurants - Quick Service	Portsmouth	OH		255		450		—		—		255		450		705		8		1978	8/13/2021
Restaurants - Quick Service	Hillsboro	OH		327		670		—		—		327		670		997		12		1984	8/13/2021
Restaurants - Quick Service	London	KY		184		683		—		—		184		683		867		9		1988	8/13/2021
Restaurants - Quick Service	Barea	KY		313		320		—		—		313		320		633		7		1969	8/13/2021
Early Childhood Education	New Bern	NC		455		1,317		—		—		455		1,317		1,772		18		2006	8/18/2021
Early Childhood Education	Wilmington	NC		1,439		1,608		—		—		1,439		1,608		3,047		23		2000	8/18/2021
Early Childhood Education	Jacksonville	NC		834		2,066		—		—		834		2,066		2,900		26		1989	8/18/2021

F-22


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Early Childhood Education	Morehead City	NC		$	321	$	1,512	$	—	$	—	$	321	$	1,512	$	1,833	$	18	1991	8/18/2021
Early Childhood Education	Leland	NC		1,487		1,811		—		—		1,487		1,811		3,298		27		2006	8/18/2021
Early Childhood Education	New Bern	NC		2,046		2,865		—		—		2,046		2,865		4,911		43		2018	8/18/2021
Early Childhood Education	Jacksonville	NC		1,390		1,654		—		—		1,390		1,654		3,044		23		2002	8/18/2021
Early Childhood Education	Swansboro	NC		1,184		1,918		—		—		1,184		1,918		3,102		28		2009	8/18/2021
Early Childhood Education	Morehead City	NC		342		764		—		—		342		764		1,106		11		1985	8/18/2021
Early Childhood Education	Havelock	NC		283		1,058		—		—		283		1,058		1,341		14		1986	8/18/2021
Early Childhood Education	Jacksonville	NC		1,108		2,069		—		—		1,108		2,069		3,177		31		2009	8/18/2021
Early Childhood Education	Jacksonville	NC		1,144		2,423		—		—		1,144		2,423		3,567		31		1990	8/18/2021
Early Childhood Education	Burgaw	NC		373		1,417		—		—		373		1,417		1,790		18		2005	8/18/2021
Automotive Service	Wichita	KS		366		621		—		—		366		621		987		8		1989	8/19/2021
Automotive Service	Wichita	KS		520		581		—		—		520		581		1,101		9		1995	8/19/2021
Automotive Service	Wichita	KS		165		461		—		—		165		461		626		6		2018	8/19/2021
Automotive Service	Wichita	KS		495		537		—		—		495		537		1,032		9		2018	8/19/2021
Automotive Service	Wichita	KS		314		978		—		—		314		978		1,292		12		2018	8/19/2021
Automotive Service	Wichita	KS		412		648		—		—		412		648		1,060		9		2018	8/19/2021
Automotive Service	Wichita	KS		736		540		—		—		736		540		1,276		8		1981	8/19/2021
Automotive Service	Enid	OK		721		482		—		—		721		482		1,203		10		1993	8/19/2021
Automotive Service	Norman	OK		445		478		—		—		445		478		923		8		1995	8/19/2021
Automotive Service	Warr Acres	OK		425		584		—		—		425		584		1,009		9		1986	8/19/2021
Automotive Service	Norman	OK		446		559		—		—		446		559		1,005		8		1985	8/19/2021
Restaurants - Casual Dining	St. Peter's	MO		2,435		—		—		—		2,435		—		2,435		—			8/20/2021
Equipment Rental and Sales	Clifton	NY		2,049		—		—		—		2,049		—		2,049		—			8/31/2021
Health and Fitness	Tallahassee	FL		3,597		—		—		—		3,597		—		3,597		—		2000	9/1/2021
Car Washes	Fort Collins	CO		928		2,103		—		—		928		2,103		3,031		21		2004	9/3/2021
Equipment Rental and Sales	Plainfield	CT		1,618		—		—		—		1,618		—		1,618		—		2005	9/3/2021
Early Childhood Education	Franklin	TN		828		728		—		200		828		928		1,756		10		1984	9/3/2021
Medical / Dental	Texarkana	AR		190		200		—		96		190		296		486		3		1980	9/8/2021
Equipment Rental and Sales	Baytown	TX		1,195		3,062		—		—		1,195		3,062		4,257		34		2020	9/10/2021
Equipment Rental and Sales	Grove City	OH		1,303		2,194		—		—		1,303		2,194		3,497		33		1996	9/10/2021
Equipment Rental and Sales	Ardmore	OK		1,820		1,505		—		—		1,820		1,505		3,325		30		1997	9/10/2021
Equipment Rental and Sales	Theodore	AL		1,999		1,072		—		—		1,999		1,072		3,071		35		2008	9/10/2021
Other Services	Tyler	TX		2,281		1,409		—		—		2,281		1,409		3,690		37		2017	9/11/2021
Other Services	Colbert	OK		2,257		2,073		—		—		2,257		2,073		4,330		37		2006	9/11/2021
Other Services	Donna	TX		4,739		4,071		—		—		4,739		4,071		8,810		61		2019	9/11/2021
Other Services	Nacogdoches	TX		1,334		1,780		—		—		1,334		1,780		3,114		31		2008	9/11/2021
Other Services	Lorena	TX		1,773		3,381		—		—		1,773		3,381		5,154		57		2021	9/11/2021
Restaurants - Casual Dining	Lee's Summit	MO		2,618		—		—		—		2,618		—		2,618		—			9/14/2021
Grocery	Suamico	WI		2,869		10,331		—		—		2,869		10,331		13,200		100		2006	9/15/2021
Grocery	Sheboygan	WI		2,665		9,466		—		—		2,665		9,466		12,131		88		2011	9/15/2021
Pet Care Services	Austin	TX		1,027		—		—		—		1,027		—		1,027		—			9/24/2021
Medical / Dental	Brandon	FL		64		700		—		—		64		700		764		6		2017	9/24/2021
Medical / Dental	Tampa	FL		323		675		—		—		323		675		998		7		1934	9/24/2021
Other Services	College Station	TX		4,134		5,525		—		—		4,134		5,525		9,659		71		2016	9/24/2021
Automotive Service	Sanger	TX		483		1,446		—		—		483		1,446		1,929		15		2005	9/27/2021
Early Childhood Education	Westerville	OH		884		1,282		—		792		884		2,074		2,958		17		2006	9/28/2021
Early Childhood Education	Westerville	OH		888		701		—		671		888		1,372		2,260		11		1980	9/28/2021
Early Childhood Education	Columbus	OH		323		838		—		367		323		1,205		1,528		8		1980	9/28/2021
Early Childhood Education	Powell	OH		788		1,883		—		1,385		788		3,268		4,056		21		1990	9/28/2021
Early Childhood Education	Dublin	OH		1,494		2,005		—		—		1,494		2,005		3,499		25		1985	9/28/2021
Early Childhood Education	Mesa	AZ		442		93		—		—		442		93		535		2		1980	10/1/2021
Restaurants - Quick Service	Greenville	AL		383		904		—		—		383		904		1,287		8		1987	10/1/2021
Automotive Service	Queen Creek	AZ		927		1,031		—		—		927		1,031		1,958		9		2019	10/4/2021
Industrial	Martinsville	VA		679		3,839		—		—		679		3,839		4,518		32		1964	10/7/2021

F-23


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Equipment Rental and Sales	Ossipee	NH		$	415	$	—	$	—	$	—	$	415	$	—	$	415	$	—	1996	10/7/2021
Early Childhood Education	Lee's Summit	MO		389		738		—		—		389		738		1,127		7		2001	10/8/2021
Automotive Service	Bolivar	MO		210		821		—		—		210		821		1,031		8		1997	10/12/2021
Automotive Service	Mesa	AZ		969		3,182		—		—		969		3,182		4,151		27		2001	10/14/2021
Medical / Dental	Massillon	OH		260		1,028		—		—		260		1,028		1,288		9		1973	10/14/2021
Medical / Dental	Cuyahoga Falls	OH		369		1,980		—		—		369		1,980		2,349		15		1962	10/14/2021
Medical / Dental	Bucyrus	OH		45		633		—		—		45		633		678		4		1944	10/14/2021
Automotive Service	Lawton	OK		414		571		—		—		414		571		985		6		1998	10/15/2021
Automotive Service	Lawton	OK		312		286		—		—		312		286		598		3		1984	10/15/2021
Automotive Service	Ada	OK		281		195		—		—		281		195		476		3		1999	10/15/2021
Medical / Dental	Cambridge	OH		703		1,535		—		—		703		1,535		2,238		15		1994	10/15/2021
Medical / Dental	Manchester Center	VT		357		916		—		—		357		916		1,273		8		1980	10/18/2021
Restaurants - Quick Service	Roanoke Rapids	NC		496		—		—		—		496		—		496		—			10/21/2021
Medical / Dental	Darlington	SC		1,001		2,041		—		—		1,001		2,041		3,042		17		1998	10/21/2021
Pet Care Services	Hoover	AL		1,138		—		—		—		1,138		—		1,138		—			10/26/2021
Restaurants - Casual Dining	Sioux Falls	SD		1,922		2,475		—		—		1,922		2,475		4,397		21		2000	10/29/2021
Restaurants - Casual Dining	Kansas City	MO		1,634		1,526		—		—		1,634		1,526		3,160		14		2005	10/29/2021
Medical / Dental	Southaven	MS		244		5,942		—		—		244		5,942		6,186		38		1999	10/29/2021
Car Washes	Lima	OH		897		4,035		—		—		897		4,035		4,932		23		2013	11/2/2021
Car Washes	Lima	OH		1,202		3,621		—		—		1,202		3,621		4,823		24		2015	11/2/2021
Car Washes	Middletown	OH		1,003		3,856		—		—		1,003		3,856		4,859		23		1990	11/2/2021
Car Washes	Findlay	OH		1,520		3,368		—		—		1,520		3,368		4,888		21		2015	11/2/2021
Car Washes	Bowling Green	OH		1,238		3,610		—		—		1,238		3,610		4,848		23		2017	11/2/2021
Grocery	Menasha	WI		2,148		16,344		—		—		2,148		16,344		18,492		82		2016	11/4/2021
Pet Care Services	Atlanta	GA		791		728		—		—		791		728		1,519		4		1968	11/4/2021
Pet Care Services	Greensboro	NC		315		2,628		—		—		315		2,628		2,943		13		2016	11/4/2021
Pet Care Services	Winston-Salem	NC		636		1,399		—		—		636		1,399		2,035		9		2011	11/4/2021
Pet Care Services	Cary	NC		942		2,887		—		—		942		2,887		3,829		19		2002	11/4/2021
Automotive Service	El Paso	TX		1,128		2,137		—		—		1,128		2,137		3,265		11		1981	11/5/2021
Automotive Service	El Paso	TX		513		1,750		—		—		513		1,750		2,263		8		2012	11/5/2021
Automotive Service	El Paso	TX		256		1,818		—		—		256		1,818		2,074		8		1978	11/5/2021
Automotive Service	El Paso	TX		349		1,823		—		—		349		1,823		2,172		9		1987	11/5/2021
Automotive Service	Alamogordo	NM		175		641		—		—		175		641		816		4		1989	11/5/2021
Automotive Service	Las Cruces	NM		368		1,751		—		—		368		1,751		2,119		9		1994	11/5/2021
Automotive Service	El Paso	TX		646		1,918		—		—		646		1,918		2,564		9		2001	11/5/2021
Automotive Service	Eau Claire	WI		267		1,849		—		—		267		1,849		2,116		9		2017	11/10/2021
Automotive Service	Eau Claire	WI		306		108		—		—		306		108		414		2		1987	11/10/2021
Early Childhood Education	Cibolo	TX		764		2,422		—		—		764		2,422		3,186		13		2019	11/12/2021
Pet Care Services	Winston-Salem	NC		150		1,477		—		—		150		1,477		1,627		7		1970	11/17/2021
Restaurants - Quick Service	Burbank	IL		498		682		—		—		498		682		1,180		4		2000	11/17/2021
Entertainment	W. Des Moines	IA		2,560		6,120		—		—		2,560		6,120		8,680		36		2018	11/18/2021
Early Childhood Education	Purcellville	VA		1,632		3,403		—		—		1,632		3,403		5,035		16		2018	11/18/2021
Early Childhood Education	Midlothian	TX		633		1,376		—		46		633		1,422		2,055		9		2009	11/23/2021
Early Childhood Education	Midlothian	TX		840		1,169		—		60		840		1,229		2,069		9		2017	11/23/2021
Grocery	Kenosha	WI		3,663		13,806		—		—		3,663		13,806		17,469		74		2016	11/30/2021
Automotive Service	Ingleside	IL		781		2,145		—		—		781		2,145		2,926		7		1990	12/1/2021
Early Childhood Education	Garner	NC		619		1,612		—		—		619		1,612		2,231		4		2006	12/3/2021
Early Childhood Education	Apex	NC		750		1,068		—		—		750		1,068		1,818		4		2001	12/10/2021
Early Childhood Education	Wilmington	NC		766		2,192		—		—		766		2,192		2,958		6		1998	12/10/2021
Restaurants - Casual Dining	Overland Park	KS		2,441		325		—		—		2,441		325		2,766		3		1991	12/15/2021
Early Childhood Education	Excelsior Springs	MO		190		1,171		—		—		190		1,171		1,361		3		1986	12/15/2021
Early Childhood Education	Kearney	MO		700		2,503		—		—		700		2,503		3,203		6		2006	12/15/2021
Early Childhood Education	Kansas City	MO		385		1,254		—		—		385		1,254		1,639		3		2009	12/15/2021

F-24


Description(a)			Encumbrances	Initial Cost to Company				Cost Capitalized Subsequent to Acquisition				Gross Amount at December 31, 2021(b)(c)						Accumulated Depreciation (d)(e)		Year Constructed	Date Acquired
Tenant Industry	City	State		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Land & Improvements		Building & Improvements		Total
Early Childhood Education	Parkville	MO		$	507	$	1,354	$	—	$	—	$	507	$	1,354	$	1,861	$	4	2004	12/15/2021
Early Childhood Education	Platte City	MO		194		929		—		—		194		929		1,123		2		2005	12/15/2021
Early Childhood Education	Vandalia	OH		784		809		—		—		784		809		1,593		4		1994	12/15/2021
Automotive Service	Cleveland	MS		313		664		—		—		313		664		977		2		1990	12/17/2021
Automotive Service	Greensville	MS		132		206		—		—		132		206		338		1		1995	12/17/2021
Automotive Service	Greensville	MS		209		111		—		—		209		111		320		1		1990	12/17/2021
Automotive Service	Kosciusko	MS		293		203		—		—		293		203		496		1		N/A	12/17/2021
Automotive Service	Natchez	MS		982		1,931		—		—		982		1,931		2,913		8		1990	12/17/2021
Early Childhood Education	Greensboro	NC		767		872		—		100		767		972		1,739		2		1974	12/17/2021
Pet Care Services	Rockledge	FL		952		—		—		—		952		—		952		—			12/17/2021
Pet Care Services	Missouri City	TX		665		2,645		—		—		665		2,645		3,310		7		2006	12/20/2021
Equipment Rental and Sales	Fort Myers	FL		1,459		435		—		865		1,459		1,300		2,759		4		1973	12/20/2021
Equipment Rental and Sales	Hialeah Gardens	FL		5,406		4,302		—		1,057		5,406		5,359		10,765		11		1983	12/20/2021
Equipment Rental and Sales	Jacksonville	FL		959		336		—		733		959		1,069		2,028		3		1997	12/20/2021
Equipment Rental and Sales	Orlando	FL		4,313		872		—		1,370		4,313		2,242		6,555		9		1971	12/20/2021
Equipment Rental and Sales	Tampa	FL		1,612		3,784		—		1,070		1,612		4,854		6,466		11		1979	12/20/2021
Industrial	Huron	SD		1,250		2,950		—		—		1,250		2,950		4,200		8		1992	12/21/2021
Medical / Dental	Midland	TX		607		3,356		—		—		607		3,356		3,963		8		2015	12/28/2021
Industrial	McGregor	TX		5,350		6,679		—		—		5,350		6,679		12,029		46		2008	12/28/2021
Early Childhood Education	De Pere	WI		609		2,527		—		—		609		2,527		3,136		6		2006	12/29/2021
Early Childhood Education	Howard	WI		539		2,481		—		—		539		2,481		3,020		6		1992	12/29/2021
Automotive Service	Northglenn	CO		1,110		1,676		—		—		1,110		1,676		2,786		6		2014	12/30/2021
Automotive Service	Northglenn	CO		784		2,067		—		—		784		2,067		2,851		6		2016	12/30/2021
Medical / Dental	Kansas City	MO		696		1,165		—		75		696		1,240		1,936		3		2012	12/30/2021
Medical / Dental	Raymore	MO		446		1,128		—		100		446		1,228		1,674		3		2004	12/30/2021
Automotive Service	Aurora	CO		384		918		—		—		384		918		1,302		2		1982	12/30/2021
Automotive Service	Aurora	CO		802		1,816		—		—		802		1,816		2,618		5		1984	12/30/2021
Medical / Dental	Garden City	MI		563		2,640		—		—		563		2,640		3,203		6		1977	12/30/2021
Medical / Dental	Southfield	MI		579		2,616		—		—		579		2,616		3,195		6		1966	12/30/2021
Medical / Dental	Southgate	MI		514		2,646		—		—		514		2,646		3,160		6		1953	12/30/2021
Automotive Service	Mahtomedi	MN		1,026		1,994		—		—		1,026		1,994		3,020		6		2000	12/31/2021
				$	994,659	$	1,928,219	$	9,495	$	107,700	$	1,004,154	$	2,035,919	$	3,040,073	$	169,126

(a)As of December 31, 2021, the Company had investments in 1,451 single-tenant real estate property locations including 1,315 owned properties and 10 ground lease interests. All or a portion of six of the Company’s owned properties and one property subject to ground lease interests are subject to leases accounted for as direct financing leases and the portions relating to the direct financing leases are excluded from the table above. The Company owns five properties which are accounted for as a loan receivable, as the leases contain purchase options. Initial costs exclude intangible lease assets totaling $76.3 million.

(b)The aggregate cost for federal income tax purposes is $2.7 billion.

F-25

(c)The following is a reconciliation of carrying value for land and improvements and building and improvements for the periods presented:


(in thousands)	Year ended December 31, 2021		Year ended December 31, 2020		Year ended December 31, 2019
Balance, beginning of period	$	2,260,919	$	1,812,961	$	1,306,504
Additions
Acquisitions	831,795		527,482		568,680
Improvements	9,459		28,889		3,283
Deductions
Provisions for impairment of real estate	(6,120)		(8,399)		(1,527)
Real estate investments held for sale	(15,434)		(17,058)		(1,211)
Cost of real estate sold	(40,546)		(82,956)		(62,768)
Balance, end of period	$	3,040,073	$	2,260,919	$	1,812,961

(d)The following is a reconciliation of accumulated depreciation for the periods presented:


(in thousands)	Year ended December 31, 2021		Year ended December 31, 2020		Year ended December 31, 2019
Balance, beginning of period	$	112,144	$	71,445	$	37,904
Additions
Depreciation expense	61,172		51,736		36,354
Deductions
Accumulated depreciation associated with real estate sold	(4,190)		(11,037)		(2,813)
Balance, end of period	$	169,126	$	112,144	$	71,445

(e)Depreciation is calculated using the straight-line method over the estimated useful lives of the properties, which is up to 40 years for buildings and improvements and 15 years for land improvements.

(f)Amounts shown as reductions to cost capitalized subsequent to acquisition represent provisions recorded for impairment of real estate or partial land dispositions.

See accompanying report of independent registered public accounting firm.

F-26

ESSENTIAL PROPERTIES REALTY TRUST, INC. AND ESSENTIAL PROPERTIES REALTY TRUST, INC. PREDECESSOR

Schedule IV - Mortgage Loans on Real Estate

As of December 31, 2021

(Dollar amounts in thousands)

Description

Interest
rate

Final
Maturity
Date

Periodic
Payment
Terms

Final
Payment
Terms

Prior
Liens

Face
Amount of
Mortgages

Carrying
Amount of
Mortgages

Principal Amount
of Loans Subject
to Delinquent
Principal or Interest

First mortgage loans:

Two Early Childhood Education Centers located in Florida

8.80%

5/8/2039

Interest only

Balloon - $12,000

None

12,000

11,893

None

Two Early Childhood Education Centers located in Florida

8.53%

7/15/2039

Interest only

Balloon - $7,300

None

7,300

7,231

None

Two Family Dining Restaurants located in Texas

8.10%

6/30/2059

Principal + Interest

Fully amortizing

None

6,096

6,046

None

Sixty-nine Quick Service Restaurants located in fifteen states

8.16%

8/31/2034

Interest only

Balloon - $28,000

None

28,000

27,997

None

One Early Childhood Education Center located in Florida

8.42%

2/29/2040

Interest only

Balloon - $5,300

None

5,300

5,255

None

Three Convenience Stores located in Minnesota

8.30%

12/10/2022

Interest only

Balloon - $2,324

None

2,324

2,317

None

One Family Dining Restaurant located in Georgia

7.00%

1/25/2023

Interest only

Balloon - $600

None

600

597

None

Seven Automotive Service Centers located in California

6.89%

3/31/2026

Interest only

Balloon - $14,165

None

14,165

14,163

None

Three Convenience Stores located in Minnesota, Iowa, and Wisconsin

8.30%

5/11/2023

Interest only

Balloon - $3,146

None

3,146

3,069

None

Two Casual Dining Restaurants located in Kentucky and Ohio

6.87%

5/31/2036

Interest only

Balloon - $2,520

None

2,520

None

Eighteen Casual Dining Restaurants located in 6 States

7.51%

5/31/2036

Interest only

Balloon - $30,806

None

30,806

30,635

None

Five Casual Dining Restaurants located in Kansas, Kentucky, and West Virginia

7.51%

5/31/2036

Interest only

Balloon - $9,679

None

9,679

9,547

None

Two Entertainment Centers located in Missouri

7.85%

6/30/2031

Interest only

Balloon - $13,000

None

13,000

12,999

None

Two Convenience Stores located in Iowa

8.29%

6/1/2023

Interest only

Balloon - $2,389

None

2,389

2,328

None

One Entertainment Center located in New Jersey

5.94%

9/30/2051

Principal + Interest

Fully amortizing

None

6,864

6,863

None

Two Indsutrial facilities located in California

7.44%

11/4/2036

Interest only

Balloon - $9,808

None

9,808

9,787

None

Five Car Washes located in Nevada

7.30%

12/31/2036

Interest only

Balloon - $25,714

None

25,714

25,712

None

One Car Wash located in Florida

7.73%

12/29/2036

Interest only

Balloon - $2,470

None

2,470

2,463

None

182,181

181,419

F-27

The following shows changes in carrying amounts of mortgage loans receivable during the years ended December 31, 2021, 2020 and 2019 (in thousands):


	Year ended December 31,
	2021		2020		2019
Balance, beginning of period	$	144,048	$	87,029	$	14,854
Additions:
New mortgage loans	137,356		54,484		92,036
Subsequent funding on existing mortgage loans	—		3,500		—
Deductions:
Collections of principal	(100,179)		(11)		(19,861)
Provision for loan losses	194		(954)		—
Balance, end of period	$	181,419	$	144,048	$	87,029

See accompanying report of independent registered public accounting firm.

F-28