FR

FIRST INDUSTRIAL REALTY TRUST INC

NYSE · REAL ESTATE · REAL ESTATE INVESTMENT TRUSTS

54.41

−0.58 −1.05%

USD · close Oct 30

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MKT CAP $7.2BP/E 19.8DIV YIELD —FCF YIELD —REV TTM $759.6M +8.4%NET INCOME $364.4M +34.4%NET DEBT $1.4B52W 54.34 – 68.86SEC XBRL · TTM TO Invalid Date

How FR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

56%

of sentences unchanged

Added

new sentences

Dropped

sentences removed

Length

−30

words, now 8,927

New in FY2025

At December 31, 2025, operating properties located in California (Northern California and Southern California markets) and Pennsylvania, our two largest regions, represented 26.3% and 11.4%, respectively, of our consolidated net operating income for the year ended December 31, 2025.
Ongoing international trade disputes, including threatened or implemented tariffs and other measures employed by the U.S. and its trading partners continue to create uncertainty and potential disruption across supply chains.
Many of our tenants rely on imported goods or components, and increased trade barriers could increase their costs.
To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted, which in turn could impact their ability to meet lease obligations.
In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as construction materials and equipment used in our development and redevelopment projects.
Persistent supply-chain disruptions could delay project timelines or elevate capital expenditures.
Because global trade policy remains fluid and subject to rapid change, additional tariffs, restrictions, or retaliatory actions could further impact our tenants, operations, and financial results.
As part of our business, we develop new properties and re-develop existing properties, both of which carry significant risks, including: • we may not be able to obtain financing for these projects on favorable terms or within desired timeframes; • we may experience delays in obtaining construction materials, or cost overruns may occur due to inflationary pressures, supply chain disruptions, or increased material costs, including those driven by tariffs or other trade-related factors; • we may not complete construction on schedule or within budget; • we may not be able to obtain, or may experience delays in obtaining necessary zoning, land-use, building, occupancy and other governmental permits and authorizations; • contractor and subcontractor disputes, strikes, labor shortages, or supply chain disruptions may occur; • contractors, subcontractors, or design professionals may cause damage, design errors or other negligent actions with respect to our properties; and • properties may perform below anticipated levels, producing cash flow below budgeted amounts, which could lead to unprofitable investments or limit our ability to sell such properties.
To the extent these risks result in increased debt service expense, higher construction costs or delays in budgeted leasing, they could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and unitholders, as well as the market price of the Company's common stock and the market value of the Units.
Under various federal, state and local laws and regulations, we may be liable, as a current or previous owner, developer or operator of real estate, for the costs of cleaning up hazardous or toxic materials found on, in or emanating from a property as well as for any related damages to natural resources.
These laws and regulations may impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic materials.
The presence of such materials, or the failure to properly address the conditions, may adversely affect our ability to rent, sell or finance a property or to use it as collateral for indebtedness.
In addition, we may be held liable for clean-up costs or natural resource damages stemming from the treatment or disposal of hazardous materials at off-site facilities, even if the facility is not owned or operated by us.
No assurance can be given that environmental assessments performed with respect to our properties have identified all existing or potential environmental liabilities, that prior owners or operators did not create undiscovered environmental conditions, or that such conditions will not arise in the future.
Moreover, we cannot predict whether changes to environmental laws and regulations, or their interpretation or enforcement, will result in material environmental liabilities, or whether our properties may be adversely affected by nearby activities or conditions beyond our control, such as underground storage tank leaks or releases by unrelated third parties.
At the time of acquisition, all of our properties are subject to a Phase I or similar environmental assessment conducted by an independent consultant.
These assessments are intended to identify recognized environmental conditions associated with the surveyed property and surrounding areas but typically do not include soil sampling, subsurface investigation, remediation or asbestos surveys.
While some assessments have led to further investigation and sampling, none have identified material environmental liabilities that we believe, individually or in the aggregate, would adversely affect our business, financial condition or results of operations.
Environmental laws and regulations in the U.S. also impose obligations on building owners or operators regarding the management of asbestos-containing materials, including requirements for handling, disclosure, and abatement during renovation or demolition, as well as penalties for non-compliance.
In addition, third parties may also seek recovery for asbestos-related injuries.
We maintain a portfolio-level environmental insurance policy intended to address certain unknown environmental liabilities; however coverage is under this policy is subject to policy terms, conditions and limitations, may not be sufficient to cover all potential losses and may not be available on commercially reasonable terms, or at all, upon renewal.
From time to time, we may acquire properties or interests in properties, with known adverse environmental conditions where we believe the associated risks and costs are quantifiable and the acquisition will yield a superior risk-adjusted return.
In such cases, we underwrite the costs of environmental investigation, remediation and monitoring costs in the purchase price.
Additionally, in connection with certain property dispositions, we may agree to retain responsibility for certain environmental conditions, including costs associated with monitoring and/or remediating such conditions.
We may incur significant costs to comply with various federal, state and local laws and regulations applicable to our properties.
Our properties are subject to various federal, state and local laws and regulations, including, without limitation, those related to zoning, zoning moratoria, the Americans with Disabilities Act of 1990 (the "ADA"), fire and safety regulations, and greenhouse gas emissions.
Compliance with these laws and regulations may require us to make substantial improvements or capital expenditures, or implement operational changes, and we may not be able to effectively pass these costs on to our tenants.
Failure to comply with applicable laws and regulations could result in fines, penalties, or the award of damages or attorneys’ fees to private litigants.
In addition, compliance obligations imposed on our tenants could adversely affect their financial condition and ability to meet their lease obligations, which could negatively impact leasing or re-leasing our properties.
There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional laws or regulations will not be adopted that increase delays or result in additional costs.
If we incur substantial compliance-related costs, our financial condition, results of operations, cash flow, ability to satisfy debt service obligations and to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected.
We regularly review our real estate assets for impairment indicators, such as declines in occupancy rates, deteriorating market conditions or changes in the anticipated holding period of a property.
If such indicators are present, we assess whether the carrying value of any asset is recoverable, which may require us to recognize an impairment charge.
The determination of whether an impairment exists, and the amount of any such impairment, requires the exercise of significant judgment, including assumptions regarding future cash flows, capitalization rates and expected holding periods.
These assumptions are inherently subjective and may differ from actual results.
Changes in market conditions or in our expectations regarding a property could result in impairment charges in future periods.
Any such impairment charges could materially and adversely affect our business, financial condition and results of operations.
We may be subject to risks and liabilities in connection with joint venture arrangements.
We have entered into, and may in the future enter into, joint venture arrangements to acquire, own, develop and/or operate properties when we determine such arrangements to be appropriate.
Investments in joint ventures involve risks that are not present when we operate properties independently, including: (i) joint venture partners may have approval or veto rights over major decisions, which could delay, restrict or prevent actions that we believe are necessary or advisable and could adversely affect our ability to develop, finance, lease or sell joint venture properties on a timely basis or on favorable terms, or at all; (ii) joint venture partners may experience financial distress or otherwise fail to fund their share of required capital contributions; (iii) joint venture partners may have economic, business or other objectives that differ from or conflict with ours, which could adversely affect the operation, management, financing or disposition of joint venture properties; (iv) joint venture partners may have the power to act contrary to our policies or objectives, including those necessary to maintain the Company's qualification as a REIT; (v) joint venture agreements typically restrict transfers of ownership interests and may limit our ability to sell our interest in a joint venture at a time or on terms that are favorable to us; (vi) disputes with joint venture partners may result in costly litigation or arbitration, increase our expenses, divert the attention of our employees, officers and directors from our business, and may subject the joint venture properties to additional risk; and (vii) in certain circumstances, we may be held liable for the actions or decisions of our joint venture partners.

and 41 more.

Gone since FY2024

At December 31, 2024, operating properties located in California (Northern California and Southern California markets) and Pennsylvania, our two largest regions, represented 25.6% and 11.4%, respectively, of our consolidated net operating income for the year ended December 31, 2024.
International trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation or otherwise, could adversely impact our business.
Many of our tenants sell imported goods and tariffs or other trade restrictions could increase costs for these tenants.
To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted.
In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as construction materials applicable to our development and redevelopment projects.
Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies.
As part of our business, we develop new properties and re-develop existing properties, both of which carry significant risks, including: • we may not be able to obtain financing for these projects on favorable terms; • we may have delays in obtaining construction materials or rising material costs (including as a result of the imposition of tariffs) may occur; • we may not complete construction on schedule or within budget; • we may not be able to obtain, or may experience delays in obtaining necessary zoning, land-use, building, occupancy and other governmental permits and authorizations; • contractor and subcontractor disputes, strikes, lack of available labor, labor disputes or supply chain disruptions may occur; • contractor, subcontractor and design professionals may cause damage, design errors or other negligent actions with respect to our properties; and • properties may perform below anticipated levels, producing cash flow below budgeted amounts, which could lead to unprofitable investments or limit our ability to sell such properties.
To the extent these risks result in increased debt service expense, construction costs and delays in budgeted leasing, they could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units.
Under various federal, state and local laws and regulations, we may, as a current or previous owner, developer or operator of real estate, be liable for the costs of cleaning up hazardous or toxic materials found on, in or emanating from a property as well as for any related damages to natural resources.
These laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic materials.
The presence of such materials, or the failure to address those conditions properly, may adversely affect our ability to rent or sell a property or use it as collateral for a financing.
In addition, we may be held liable for clean-up costs or natural resource damages stemming from hazardous materials disposed or treated at off-site facilities, even if the facility is not owned or operated by us.
No assurance can be given that existing environmental assessments with respect to any of our properties have identified all environmental liabilities, that prior owners or operators did not create unknown material environmental conditions, or that such conditions will not arise in the future.
Moreover, we cannot predict whether (i) changes to environmental laws and regulations will not result in material environmental liability; or (ii) our properties will be affected by nearby activities, such as underground storage tanks leaks, or by unrelated third parties.
At acquisition, all of our properties are subject to a Phase I or similar environmental assessment conducted by an independent consultant.
These assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding areas but typically do not include soil sampling, subsurface investigation, remediation or asbestos surveys.
While some assessments have led to further investigation and sampling, none have identified material environmental liabilities that we believe would adversely affect our business, financial condition or results of operations taken as a whole.
Environmental laws and regulations in the U.S. also impose obligations on building owners or operators regarding asbestos management.
These include requirements for proper handling, disclosure, and abatement during renovation or demolition, as well as penalties for non-compliance.
Third parties may also seek recovery for asbestos-related injuries.
We maintain a portfolio environmental insurance policy to address certain unknown environmental liabilities, but coverage is subject to policy terms, conditions and limitations.
Renewal of this policy may not be guaranteed, and coverage may be insufficient to fully mitigate potential losses.
From time to time, we may acquire properties or interests in properties, with known adverse environmental conditions where we believe that the environmental liabilities are quantifiable and the acquisition will yield a superior risk-adjusted return.
In such an instance, we underwrite the costs of environmental investigation, clean-up and monitoring into the cost.
Additionally, in property dispositions, we may agree to retain responsibility for certain environmental conditions, including costs associated with monitoring and/or remediating such conditions.
We may incur significant costs complying with various federal, state and local laws and regulations that are applicable to our properties.
We may incur significant costs complying with various federal, state and local laws and regulations that are applicable to our properties including, without limitation, those related to zoning, zoning moratoria, the Americans with Disabilities Act of 1990 (the "ADA"), fire and safety regulations, and greenhouse gas emissions.
We may be required to make substantial improvements or capital expenditures, or implement operational changes, to comply with applicable laws and regulations, and we may not be able to effectively pass on these additional costs to our tenants.
Noncompliance with these laws and regulations could result in the imposition of fines or the award of damages or attorneys’ fees to private litigants.
Any such laws or regulations could also impose substantial costs on our tenants, potentially impacting their financial condition and ability to meet lease obligations, which could impact leasing or re-leasing our properties.
There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional laws or regulation will not be adopted that increase such delays or result in additional costs.
If we incur substantial costs to comply with applicable laws or regulations, our financial condition, results of operations, cash flow, our ability to satisfy debt service obligations and to make distributions to our stockholders and unitholders, the market price of the Company's common stock and the market value of the Units could be adversely affected.
We regularly review our real estate assets for impairment indicators, such as declines in occupancy rates, deteriorating market conditions or changes in the anticipated hold period of an asset.
If we determine that indicators of impairment are present, we review the affected properties to determine whether an impairment charge is required.
As a result, we may be required to recognize asset impairment, which could materially and adversely affect our business, financial condition and results of operations.
We use considerable judgment in making determinations about impairments, from analyzing whether there are indicators of impairment, to the assumptions used in calculating the fair value of the investment.
Accordingly, our subjective estimates and evaluations may not be accurate, and such estimates and evaluations are subject to change or revision.
We could be subject to risks and liabilities in connection with joint venture arrangements.
We currently have and may in the future selectively acquire, own and/or develop properties through joint ventures with other parties when circumstances warrant.
However, joint venture investments involve risks not present where we act alone, including: (i) joint venture partners may have shared approval rights over major decisions, which might significantly delay or make impossible actions and decisions we believe are necessary or advisable with respect to properties owned through a joint venture, and/or adversely affect our ability to develop, finance, lease or sell properties owned through a joint venture at the most advantageous time for us, if at all; (ii) joint venture partners might experience financial distress and fail to fund their share of any required capital contributions; (iii) joint venture partners may have economic or other business goals that are competitive or inconsistent with ours that would affect our ability to develop, finance, lease, operate, manage or sell any joint venture properties; (iv) joint venture partners may have the power to act contrary to our policies or objectives, including those necessary to maintain the Company's qualification as a REIT; (v) joint venture agreements often restrict the transfer of interests or may otherwise restrict our ability to sell our interest when we would like to or on advantageous terms; (vi) disputes with joint venture partners may result in costly litigation or arbitration that would increase our expenses and prevent our employees, officers and directors from focusing their time and effort on our business and subject the properties owned by the applicable joint venture to additional risk; and (vii) we may in certain circumstances be held liable for the actions or decisions of our joint venture partners.

and 42 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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