GOODN

MKT CAP $950.2MP/E 75.5DIV YIELD —FCF YIELD —REV TTM $170.2M +10.8%NET INCOME $24.8M −13.6%NET DEBT $841.7M52W 19.63 – 23.91SEC XBRL · TTM TO Invalid Date

How GOODN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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In addition to the below, you should carefully consider the information included in “ Risk Factors ” beginning on page 16 of this Annual Report on Form 10-K together with all of the other information included in this Annual Report on Form 10-K and the other reports and documents filed or furnished by us with the SEC for a more detailed discussion of the principal risks (as well as certain other risks and uncertainties) that you should carefully consider before deciding to invest in our securities. • Certain of our tenants may be unable to pay rent, which could adversely affect our cash available to make distributions to our stockholders. • We may be unable to renew leases, lease vacant space or re-lease space as leases expire, which could adversely affect our business and our ability to make distributions to our stockholders. • Net leases may not result in fair market lease rates over time, thereby failing to maximize income and distributions to our stockholders. • Illiquidity of certain of our real estate investments may make it difficult for us to sell properties in response to market conditions and could harm our financial condition and ability to make distributions to our stockholders. • Our real estate investments have a limited number of tenants and are concentrated in a limited number of industries, which subjects us to an increased risk of significant loss if any one of these tenants is unable to pay or if particular industries experience downturns. • We could incur significant costs related to government regulation and private litigation over environmental matters. • Capital markets and economic conditions can materially affect our financial condition and results of operations, the value of our equity securities, and our ability to sustain the payment of distributions at current levels. • Because our business strategy relies on external financing, we may be negatively affected by restrictions on additional borrowings, and the risks associated with leverage, including our debt service obligations. • Interest rate fluctuations may adversely affect our results of operations. • Our success depends on the performance of our Adviser and if our Adviser makes inadvisable investment or management decisions, our operations could be materially adversely impacted. • We may have conflicts of interest with our Adviser and other affiliates. • The death, disability, or unplanned departure of any of our executive officers or key personnel from the Adviser or Administrator, as applicable, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives. • If we fail to qualify as a REIT, our operations and distributions to stockholders would be adversely impacted. • Our ability to pay distributions is limited by the requirements of Maryland law. • Cybersecurity threats and cyber incidents may adversely affect our business by causing a disruption to our operations, or the operations of businesses in which we invest, a compromise or corruption of our confidential information and/or damage to our business relationships, all of which could negatively impact our business, financial condition and operating results.
We have historically entered into, and intend in the future to enter into, purchase agreements for real estate having net leases with terms of approximately seven to 20 years with built-in rental rate increases.
We actively communicate with private equity funds, real estate brokers and other third parties to locate properties for potential acquisition or to provide mortgage financing in an effort to build our portfolio.
As of February 18, 2026: • we owned 151 properties totaling 17.7 million square feet (all references herein and throughout the Notes to Consolidated Financial Statements to the number of properties and square footage are unaudited) of rentable space, located in 27 states; • our occupancy rate was 99.1%; • the weighted average remaining term of our mortgage debt was 2.5 years, and the weighted average interest rate was 4.21%; • the weighted average remaining term of our senior unsecured notes was 4.4 years, and the weighted average interest rate was 6.22%; and • the average remaining lease term of the portfolio was 7.3 years.
Our strategy is to invest in and own a diversified portfolio of leased properties (primarily industrial) that we believe will produce stable cash flow and increase in value.
We believe that moderate leverage is prudent and we aspire to reduce our leverage over time.
In addition to our use of leverage, we were active in the equity markets during 2025 by issuing shares of common stock under our common stock at-the-market program, pursuant to our current At-the-Market Equity Offering Sales Agreement (defined below as the 2024 Common Stock Sales Agreement).
We did not sell any shares of our Series E Preferred Stock during the year ended December 31, 2025, as we terminated that program and the Common Stock Sales Agreement dated December 3, 2019, effective February 10, 2023, in connection with the expiration of our registration statement on Form S-3 (File No. 333-236143) (the “2020 Registration Statement”) on February 11, 2023.
On February 22, 2022, we entered into Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement with sales agents Robert W.
Incorporated (“Baird”), Goldman Sachs & Co.
LLC (“Goldman Sachs”), Stifel, Nicolaus & Company, Incorporated, (“Stifel”) BTIG, LLC (“BTIG”), and Fifth Third Securities, Inc.
(“Fifth Third”), dated December 3, 2019 (together, the “Prior Common Stock Sales Agreement”).
We terminated the Prior Common Stock Sales Agreement effective February 10, 2023 in connection with the expiration of our registration statement on Form S-3 (File No. 333-236143) (the “2020 Registration Statement”) on February 11, 2023.
On March 3, 2023, we entered into an At-the-Market Equity Offering Sales Agreement (the “2023 Common Stock Sales Agreement”), with BofA Securities, Inc.
(“BofA”), Goldman Sachs, Baird, KeyBanc Capital Markets Inc.
(“KeyBanc”), and Fifth Third (collectively the “Common Stock Sales Agents”).
On March 26, 2024, we entered into Amendment No. 1 to the 2023 Common Stock Sales Agreement (as amended from time to time, the “2024 Common Stock Sales Agreement”).
On August 12, 2025, we entered into Amendment No. 2 (“Amendment No. 2”) to the 2024 Common Stock Sales Agreement which, among other things, (i) removed Baird as a Common Stock Sales Agent and (ii) added Huntington Securities, Inc.
(“Huntington”) as a Common Stock Sales Agent.
After giving effect to Amendment No. 2, the Common Stock Sales Agents are BofA, Goldman Sachs, KeyBanc, Fifth Third, and Huntington.
In connection with Amendment No. 2, we filed a prospectus supplement with the SEC dated August 12, 2025, which updates and supplements the prospectus supplement dated March 26, 2024, for the offer and sale of an aggregate offering amount of $250.0 million of common stock under the 2024 Registration Statement.
During the year ended December 31, 2025, we sold 4,412,814 shares of common stock, raising approximately $61.0 million, in net proceeds under the 2024 Common Stock Sales Agreement, as amended.
We seek to obtain lease terms of approximately seven to 20 years with built-in rental increases.
As of December 31, 2025, 35% of our lease revenues were earned from tenants that were rated by a nationally recognized statistical rating organization.
Use of Leverage In addition to cash on hand and cash from operations, we use funds from various other sources to finance our acquisitions and operations, including common and preferred equity, our Credit Facility (defined below), mortgage financing, long-term private debt, and other sources that may become available from time to time.
None of the $250.2 million in mortgage notes payable, net, outstanding as of December 31, 2025 have recourse to the Company.
On August 7, 2013, we procured a senior unsecured revolving credit facility (“Revolver”), with KeyBank National Association (“KeyBank”) (serving as a revolving lender, a letter of credit issuer and an administrative agent) for $60.0 million.
On October 5, 2015, we added a $25.0 million five-year term loan facility (“Term Loan A”).
The Credit Facility’s bank syndicate was then comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, United Bank, First Financial Bank, and S&T Bank.
On May 30, 2025, the Operating Partnership entered into a Term Loan Agreement with KeyBank in connection with the $20.0 million Term Loan D (“Term Loan D”).
Term Loan D was unsecured and had a maturity date of May 30, 2027 and a SOFR spread ranging from 155 to 200 basis points throughout the life of the loan.
The proceeds from Term Loan D were used to pay down the Revolver.
On September 18, 2025, we amended our Credit Facility, increasing our Revolver from $125.0 million to $155.0 million.
We incurred fees of approximately $0.5 million in connection with the increase to our Credit Facility.
The increased credit availability was used, in part, to fund a nine-property portfolio acquisition that closed on September 30, 2025.
On October 10, 2025, we amended, extended, and upsized our Credit Facility, increasing our Revolver from $155.0 million to $200.0 million (and its term to October 2029), decreasing the principal balance of Term Loan A from $160.0 million to $125.0 million (and extending its term to October 2029), increasing the principal balance of Term Loan B from $60.0 million to $143.3 million (and its term to February 2030), decreasing the principal balance of Term Loan C from $150.0 million to $131.7 million, and repaying the full principal balance of Term Loan D.
The SOFR spread increased by 10 basis points, ranging from 140 to 210 basis points for the Revolver and 135 to 205 basis points for the Term Loans, depending on our leverage.
We incurred fees of approximately $4.2 million in connection with amending, extending, and upsizing our Credit Facility.
The Credit Facility’s new (and current) bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, PNC Bank, National Association (“PNC Bank”), Webster Bank, National Association (“Webster Bank”), and S&T Bank.
As of December 31, 2025, there was $437.4 million outstanding under our Credit Facility at a weighted average interest rate of approximately 5.42% and $2.1 million of outstanding letters of credit.

and 48 more.

Gone since FY2024

In addition to the below, you should carefully consider the information included in “ Risk Factors ” beginning on page 15 of this Annual Report on Form 10-K together with all of the other information included in this Annual Report on Form 10-K and the other reports and documents filed or furnished by us with the SEC for a more detailed discussion of the principal risks (as well as certain other risks and uncertainties) that you should carefully consider before deciding to invest in our securities. • Certain of our tenants and borrowers may be unable to pay rent or make mortgage payments, which could adversely affect our cash available to make distributions to our stockholders. • We may be unable to renew leases, lease vacant space or re-lease space as leases expire, which could adversely affect our business and our ability to make distributions to our stockholders. • Net leases may not result in fair market lease rates over time, thereby failing to maximize income and distributions to our stockholders. • Illiquidity of certain of our real estate investments may make it difficult for us to sell properties in response to market conditions and could harm our financial condition and ability to make distributions to our stockholders. • Our real estate investments have a limited number of tenants and are concentrated in a limited number of industries, which subjects us to an increased risk of significant loss if any one of these tenants is unable to pay or if particular industries experience downturns. • We could incur significant costs related to government regulation and private litigation over environmental matters. • Capital markets and economic conditions can materially affect our financial condition and results of operations, the value of our equity securities, and our ability to sustain the payment of distributions at current levels. • Because our business strategy relies on external financing, we may be negatively affected by restrictions on additional borrowings, and the risks associated with leverage, including our debt service obligations. • Interest rate fluctuations may adversely affect our results of operations. • Our success depends on the performance of our Adviser and if our Adviser makes inadvisable investment or management decisions, our operations could be materially adversely impacted. • We may have conflicts of interest with our Adviser and other affiliates. • If we fail to qualify as a REIT, our operations and distributions to stockholders would be adversely impacted. • Our redemption of OP Units could result in the issuance of a large number of new shares of our common stock and/or force us to expend significant cash, which may limit our funds necessary to make distributions on our common stock. • Our ability to pay distributions is limited by the requirements of Maryland law. • Cybersecurity threats and cyber incidents may adversely affect our business by causing a disruption to our operations, or the operations of businesses in which we invest, a compromise or corruption of our confidential information and/or damage to our business relationships, all of which could negatively impact our business, financial condition and operating results.
We have historically entered into, and intend in the future to enter into, purchase agreements for real estate having net leases with terms of approximately seven to 15 years with built-in rental rate increases.
We actively communicate with buyout funds, real estate brokers and other third parties to locate properties for potential acquisition or to provide mortgage financing in an effort to build our portfolio.
As of February 18, 2025: • we owned 135 properties totaling 16.9 million square feet (all references herein and throughout the Notes to Consolidated Financial Statements to the number of properties and square footage are unaudited) of rentable space, located in 27 states; • our occupancy rate was 98.7%; • the weighted average remaining term of our mortgage debt was 3.4 years, and the weighted average interest rate was 4.29%; and • the average remaining lease term of the portfolio was 6.9 years.
Our strategy is to invest in and own a diversified portfolio of leased properties (primarily industrial and office) that we believe will produce stable cash flow and increase in value.
We believe that moderate leverage is prudent and we aspire to become an investment grade borrower over time.
In addition to our use of leverage, we were active in the equity markets during 2024 by issuing shares of common stock under our common stock at-the-market program, pursuant to our current At-the-Market Equity Offering Sales Agreement (defined below as the 2024 Common Stock Sales Agreement) with BofA Securities, Inc.
Incorporated (“Baird”), KeyBanc Capital Markets Inc.
(“KeyBanc”), and Fifth Third Securities, Inc.
(“Fifth Third”) (collectively the “Common Stock Sales Agents”).
We did not sell any shares of our Series E Preferred Stock during the year ended December 31, 2024, as we terminated that program and the Common Stock Sales Agreement, effective February 10, 2023, in connection with the expiration of our registration statement on Form S-3 (File No. 333-236143) (the “2020 Registration Statement”) on February 11, 2023.
On March 3, 2023, we entered into an At-the-Market Equity Offering Sales Agreement (the “2023 Common Stock Sales Agreement”), with the Common Stock Sales Agents.
On March 26, 2024, we entered into Amendment No. 1 to the 2023 Common Stock Sales Agreement (the “2024 Common Stock Sales Agreement”).
During the year ended December 31, 2024, we sold 3,699,597 shares of common stock, raising approximately $53.5 million in net proceeds under the 2024 Common Stock Sales Agreement.
We seek to obtain lease terms of approximately seven to 15 years with built-in rental increases.
As of December 31, 2024, 38% of our lease revenues were earned from tenants that were rated by a nationally recognized statistical rating organization.
Use of Leverage In addition to cash on hand and cash from operations, we use funds from various other sources to finance our acquisitions and operations, including common and preferred equity, our Credit Facility, mortgage financing, long-term private debt, and other sources that may become available from time to time.
We believe that moderate leverage is prudent and we aspire to achieve an investment grade rating over time.
None of the $269.6 million in mortgage notes payable, net, outstanding as of December 31, 2024 have recourse to the Company.
On August 7, 2013, we procured a senior unsecured revolving credit facility (“Revolver”), with KeyBank National Association (“KeyBank”) (serving as a revolving lender, a letter of credit issuer and an administrative agent) for $60.0 million that was increased to $100.0 million through subsequent amendments.
On October 5, 2015, we added a $25.0 million five-year term loan facility (“Term Loan A”) that was increased to $160.0 million through subsequent amendments.
Term Loan C has a maturity date of February 18, 2028 and a Secured Overnight Financing Rate (“SOFR”) spread ranging from 125 to 195 basis points, depending on our leverage.
We also increased our Revolver from $100.0 million to $120.0 million (and its term to August 2026), decreased the principal balance of Term Loan B to $60.0 million and extended the maturity date of Term Loan A to August 2027.
On September 27, 2022, we further increased the Revolver to $125.0 million and Term Loan C to $150.0 million, as permitted under the terms of the Credit Facility.
We entered into multiple interest rate swap agreements on Term Loan C, which swap the interest rate to fixed rates ranging from 3.15% to 3.75%.
We incurred fees of approximately $4.2 million in connection with extending and upsizing our Credit Facility.
The Credit Facility’s current bank syndicate is comprised of KeyBank, Fifth Third Bank, The Huntington National Bank, Bank of America, Synovus Bank, United Bank, First Financial Bank, and S&T Bank.
As of December 31, 2024, there was $351.9 million outstanding under our Credit Facility at a weighted average interest rate of approximately 5.79% and no outstanding letters of credit.
On December 18, 2024, we and the Operating Partnership entered into a Note Purchase Agreement with the institutional investors named therein, in connection with a private placement of $75.0 million of 6.47% senior unsecured notes, maturing on December 18, 2029 (the “2029 Notes”).
Code of Ethics We have adopted a code of ethics and business conduct (a “Code”) applicable to all personnel of our Adviser and Administrator performing services on our behalf that complies with the guidelines set forth in Item 406 of Regulation S-K of the Securities Act of 1933.
The Administrator employs our chief financial officer, treasurer, chief compliance officer, and general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) and their respective staffs and provides administrative services for us under the administration agreement with our Administrator (the “Administration Agreement”).
Arthur “Buzz” Cooper, our president, is also an executive managing director of our Adviser.
Gladstone and Cooper, Laura Gladstone, who is a managing director of our Adviser, and John Sateri, who is also a managing director of our Adviser and President of Gladstone Alternative.
The agreement is scheduled to terminate on August 31, 2025, unless renewed and approved by our Board of Directors or earlier terminated.
Dealer Manager Agreement On February 20, 2020 we entered into a dealer manager agreement, as amended on February 9, 2023 (together, the “Dealer Manager Agreement”), whereby Gladstone Securities acts as the exclusive dealer manager in connection with our offering (the “Offering”) of up to (i) 20,000,000 shares of our Series F Preferred Stock on a “reasonable best efforts” basis (the “Primary Offering”), and (ii) 6,000,000 shares of Series F Preferred Stock pursuant to our distribution reinvestment plan (the “DRIP”) to those holders of the Series F Preferred Stock who participate in such DRIP.
The Series F Preferred Stock was previously registered with the SEC pursuant to a registration statement on Form S-3 (File No. 333-268549), as the same may be amended and/or supplemented (the “2022 Registration Statement”), under the Securities Act, and are offered and sold pursuant to a prospectus supplement, dated February 9, 2023, and a base prospectus dated November 23, 2022 relating to the 2022 Registration Statement.
The Series F Preferred Stock is currently registered with the SEC pursuant to a registration statement on Form S-3 (File No. 333-277877), as the same may be amended and/or supplemented (the “2024 Registration Statement”), under the Securities Act, and is offered and sold pursuant to a prospectus supplement dated May 1, 2024, and a base prospectus dated March 21, 2024 relating to the 2024 Registration Statement (the “Prospectus”).
During the years ended December 31, 2022, and 2023, the Series F Preferred Stock was registered with the SEC pursuant to the 2022 Registration Statement, and offered and sold pursuant to a prospectus supplement, dated February 9, 2023, and a base prospectus dated November 23, 2022.
During the year ended December 31, 2024, the Series F Preferred Stock was registered with the SEC pursuant to the 2024 Registration Statement, and offered and sold pursuant to a prospectus supplement, dated May 1, 2024, and a base prospectus dated March 21, 2024.
Under the Dealer Manager Agreement, Gladstone Securities, as dealer manager, provides certain sales, promotional and marketing services to the Company in connection with the Offering, and the Company pays Gladstone Securities (i) selling commissions of 6.0% of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Selling Commissions”), and (ii) a dealer manager fee of 3.0% of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the “Dealer Manager Fee”).

and 40 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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